As filed with the Securities and Exchange Commission on February 26, 1998
Securities Act Registration No. 333-21089
Investment Company Act Registration No. 811-08043
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. __
Post-Effective Amendment No. 1
and
THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 2
(Check appropriate box or boxes)
___________________________________________________________
BERKSHIRE CAPITAL INVESTMENT TRUST
(Exact Name of Registrant as Specified in Charter)
475 Milan Drive, #103
San Jose, CA 95134-2453
(Address of Principal Executive Offices)
(408) 526-0707
(Registrant's Telephone Number)
The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
(Name and Address of Agent for Service)
Copy to:
Malcolm R. Fobes III
475 Milan Drive, #103
San Jose, CA 95134-2453
___________________________________________________________
It is proposed that this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b) of Rule 485.
[ ] on (date) pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[ ] on (date) pursuant to paragraph (a)(1) of Rule 485.
[ ] 75 days after filing pursuant to paragraph (a)(2) of Rule 485.
[ ] on (date) pursuant to paragraph (a)(2) of Rule 485.
___________________________________________________________
<PAGE>
BERKSHIRE CAPITAL GROWTH & VALUE FUND
Supplement to July 1, 1997 Prospectus
The Statement of Additional Information dated July 1, 1997 and referred
to in this Prospectus has been revised to include Audited Financial Statements
as of December 31, 1997.
Dated: February 26, 1998
___________________________________________________________
The Fund's Prospectus dated July 1, 1997, which is Part A of the
Registration Statement on Form N-1A, is hereby incorporated by reference into
this Post-Effective Amendment No. 1.
BERKSHIRE CAPITAL GROWTH & VALUE FUND
Supplement to July 1, 1997
Statement of Additional Information
Attached hereto and made a part of this Statement of Additional
Information are Audited Financial Statements including Notes thereto and
Schedule of Portfolio of Investments dated as of December 31, 1997.
Dated: February 26, 1998
___________________________________________________________
The Fund's Statement of Additional Information dated July 1, 1997, which
is Part B to the Registration Statement on Form N-1A, is hereby incorporated
by reference into this Post-Effective Amendment No. 1.
<PAGE>
MEREDITH, CARDOZO, LANZ & CHIU LLP
Certified Public Accountants
97 South Second Street, Suite 100
San Jose, California 95113
(408) 278-0220
INDEPENDENT AUDITORS' REPORT
To the Board of Trustees and Shareholders
Berkshire Capital Investment Trust
We have audited the accompanying statement of assets and liabilities of
Berkshire Capital Investment Trust (comprising the Berkshire Capital Growth &
Value Fund), including the schedule of portfolio investments, as of December
31, 1997 and the related statements of operations and changes in net assets
for the period from July 1, 1997 (date of inception) to December 31, 1997.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Berkshire Capital Investment
Trust, as of December 31, 1997, and the results of its operations and the
changes in its net assets for the period from July 1, 1997 (date of inception)
to December 31, 1997, in conformity with generally accepted accounting
principles.
/s/ MEREDITH, CARDOZO, LANZ & CHIU LLP
- --------------------------------------
Meredith, Cardozo, Lanz & Chiu LLP
San Jose, California
January 21, 1998
<PAGE>
<TABLE>
<CAPTION>
Berkshire Capital Investment Trust
Statement of Assets & Liabilities
December 31, 1997
<S> <C>
ASSETS - Note (1)
Investment in securities, at value
(identified cost - $113,703) $ 101,090
Cash in bank 319
Dividend receivable 3
-------
Total assets 101,412
LIABILITIES
Total liabilities 0
-------
Net assets - at value $ 101,412
=======
NET ASSETS COMPRISED OF:
Common Stock (par value $1.00) $ 11,738
Paid-in capital 104,900
Net realized gain (loss) from investments (2,613)
Net unrealized gain (loss) on investments (12,613)
--------
Total net assets $ 101,412
========
Net asset value per share based on
11,738.358 shares outstanding $ 8.64
========
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
Berkshire Capital Investment Trust
Statement of Operations
For the Period from July 1, 1997 (date of inception) to December 31, 1997
<S> <C>
INVESTMENT INCOME:
Income:
Dividends $ 87
Interest 1,051
-----
Total income 1,138
Expenses:
Investment advisory and administration fees -
Note (7) 0
-----
Total investment income 1,138
-----
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS:
Net realized gain (loss) on investments (2,613)
Net change in unrealized gain (loss)
on investments for 1997 (12,613)
--------
Net gain (loss) on investments for 1997 (15,226)
--------
Net increase (decrease) in net assets
resulting from operations $ (14,088)
========
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
<TABLE>
<CAPTION>
Berkshire Capital Investment Trust
Statement of Changes in Net Assets
For the Period from July 1, 1997 (date of inception) to December 31, 1997
<S> <C>
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income $ 1,138
Net realized gain (loss) on investments (2,613)
Net change in unrealized gain (loss) on investments (12,613)
--------
Net increase (decrease) in net assets
resulting from operations (14,088)
--------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income $ (1,138)
Net realized gain on investments 0
-------
Reinvestment of dividends by shareholders 1,138
CAPITAL SHARE TRANSACTIONS:
Proceeds from sale of shares -
net of redemption, if any 115,500
-------
Total increase in net assets 101,412
NET ASSETS:
Beginning of year 0
--------
End of year $ 101,412
========
</TABLE>
See Accompanying Notes to Financial Statements
<PAGE>
Berkshire Capital Investment Trust
Notes to Financial Statements
December 31, 1997
(1) SIGNIFICANT ACCOUNTING POLICIES:
The Berkshire Capital Investment Trust (the "Trust") was organized as a
business trust under the state of Delaware on November 25, 1996. The Trust is
authorized to issue an indefinite number of shares of beneficial interest, par
value $1.00 per share. Shares have non-cumulative voting rights, do not have
preemptive subscription rights and are freely transferable. The Berkshire
Capital Growth & Value Fund is an open-end non-diversified portfolio of the
Trust.
(a) Security Valuation
Investments in securities traded on a national security exchange (or
reported on the NASDAQ national market) are stated at the last reported sales
price on the day of valuation; other securities traded on the over-the-counter
market and listed securities for which no sale was reported on that date are
stated at the last quoted bid price.
(b) Federal Income Taxes
The Trust's policy is to comply with the requirements of the
Internal Revenue Code that are applicable to regulated investment companies
and to distribute all its taxable income to its shareholders. Therefore, no
federal income tax provision is required.
(c) Equalization
The Trust uses the accounting practice of equalization, by which a
portion of the proceeds from the sale and cost of redemption of capital
shares, equivalent on a per share basis to the amount of undistributed net
investment income on the date of the transaction, is credited or charged to
undistributed income. As a result, undistributed net investment income per
share is unaffected by sales or redemption of capital shares.
(d) Use Of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
(continued)
<PAGE>
Berkshire Capital Investment Trust
Notes to Financial Statements
(1) SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
(e) Distributions To Shareholders
Dividends to shareholders are recorded on the ex-dividend date.
(f) Accounting Practices
The Trust follows the industry practice and records security
transactions on the trade date. The specific identification method is used for
determining gains and losses for financial statement and income tax purposes.
Dividend income is recorded on the ex-dividend date and interest income is
recorded on an accrual basis.
(2) CURRENT YEAR DISTRIBUTIONS TO SHAREHOLDERS:
On December 31, 1997, the Board of Trustees approved the distribution of
$.0979 per share aggregating $1,138 declared from net investment income during
1997. The dividend was paid on December 30, 1997 to shareholders of record on
December 29, 1997. All shareholders have elected to have all dividends
reinvested into additional shares of the Trust's stock. This resulted in the
issuance of 131.698 additional shares of common stock.
As of December 31, 1997, the Trust had available for federal income tax
purposes an unused capital loss carryover of $2,613 which will expire in 2002.
(3) CAPITAL SHARE TRANSACTIONS:
The Trust is authorized to issue an unlimited number of shares of $1.00 par
capital stock. As of December 31, 1997 there was $116,638 of total paid-in
capital.
Shares sold 11,606.66 $ 115,500
Shares issued on
reinvestment of dividends 131.698 1,138
Net increase 11,738.358 $ 116,638
========== =========
(4) ORGANIZATIONAL COSTS:
All organizational costs were borne by the Fund's Investment Advisor.
(5) REGISTRATION FEES:
All registration fees were borne by the Fund's Investment Advisor.
(continued)
<PAGE>
Berkshire Capital Investment Trust
Notes to Financial Statements
(6) INVESTMENT TRANSACTIONS:
Purchases and sales of investment securities were $122,139 and $5,822
respectively for common stocks. Net loss on investments for the year ended
December 31, 1997 were $15,226. That amount represents the net decrease in
value of investments held during the year. The components are as follows:
Realized loss on securities $ 2,613
Net unrealized loss on securities 12,613
------
Net decrease $ 15,226
======
(7) INVESTMENT ADVISORY FEES:
The Trust has an Investment Advisory Agreement and a separate Administration
Agreement with Berkshire Capital Holdings, Inc. Under the terms of the
Investment Advisory Agreement, Berkshire Capital Holdings, Inc. will receive a
fee accrued each calendar day (including weekends and holidays) at a rate of
1.5% per annum of the daily net assets of the Fund. Under the Administration
Agreement, Berkshire Capital Holdings, Inc. receives a fee as compensation for
services rendered, facilities furnished and expenses assumed. Such fee is
computed as a percentage of the Fund's daily net assets and are accrued each
calendar day (including weekends and holidays). The administration fee is
based on the following schedule:
Percentage Daily Net Asset Range
---------- ----------------------
.50% $0 to $50 million
.45% $50 to $200 million
.40% $200 to $500 million
.35% $500 to $1 billion
.30% excess of $1 billion
Berkshire Capital Holdings, Inc. may at its discretion, forego fees normally
paid to it by the Trust for services rendered. For the fiscal year ending
December 31, 1997, Berkshire Capital Holdings, Inc. has agreed to irrevocably
waive any and all rights to its investment advisory and administration fees.
The foregoing of such fees for 1997 had a material effect on the Fund's
expense ratio and yield to the shareholders. Such material effect was the
subsequent lowering of the Fund's expense ratio resulting in the increase of
the yield to the shareholders.
(continued)
<PAGE>
Berkshire Capital Investment Trust
Notes to Financial Statements
(8) FINANCIAL HIGHLIGHTS:
Selected data for a share outstanding throughout each period:
<TABLE>
<CAPTION>
Financial Highlights, Related Ratios and Supplemental Data
December 31, 1997
<S> <C>
NET ASSET VALUE, BEGINNING OF PERIOD: $ 10.00
INCOME FROM INVESTMENT OPERATIONS:
Net investment income .10
Net gains or losses on securities (both realized and unrealized) (1.36)
------
Total from investment operations 8.74
LESS DISTRIBUTIONS:
Dividends (from net investment income) (.10)
Distributions (from capital gains) 0
-----
Total distributions (.10)
-----
NET ASSET VALUE, END OF PERIOD $ 8.64
=====
Total return - Note (7) (12.6%)*
RATIO/SUPPLEMENTAL DATA:
Net assets, end of period $ 101,412
Ratio of expenses to average net assets - Note (7) 0%
Ratio of net investment income to average net assets 1%
Portfolio turnover rate 13%
Average commission rate paid for securities transactions
(cost per share) $ .7897
<FN>
*Not annualized.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Berkshire Capital Investment Trust
Schedule of Portfolio of Investments
December 31, 1997
Shares Percent Unrealized
or of Historical Market Gain
Common Stocks (99.7%) Face Amount Total Cost Value (Loss)
----------- ----- -------- ------- -------
<S> <C> <C> <C> <C> <C>
BEVERAGES:
The Coca-Cola Company* 80 5.3% $ 4,819 $ 5,335 $ 516
---- ------ ----- ----
Total Beverages 5.3% 4,819 5,335 516
PERSONAL CARE:
Gillette Company* 50 5.0% 4,368 5,022 654
---- ------ ----- ----
Total Personal Care 5.0% 4,368 5,022 654
COMPUTER:
Dell Computer Corporation 50 4.1% 4,087 4,200 113
IBM Corporation* 50 5.2% 5,138 5,231 93
Sun Microsystems, Inc. 80 3.1% 3,747 3,190 (557)
----- ------ ------ -----
Total Computer 12.4% 12,972 12,621 (351)
COMPUTER COMPONENTS:
Adaptec, Inc. 60 2.2% 3,016 2,227 (789)
Innovex, Inc.* 150 3.4% 4,469 3,441 (1,028)
---- ----- ----- ------
Total Computer Components 5.6% 7,485 5,668 (1,817)
CONGLOMERATE:
Berkshire Hathaway (Class B) 3 4.6% 4,474 4,617 143
---- ----- ----- ---
Total Conglomerate 4.6% 4,474 4,617 143
FINANCIAL SERVICES:
E*Trade Group, Inc. 230 5.2% 5,632 5,290 (342)
---- ----- ----- -----
Total Financial Services 5.2% 5,632 5,290 (342)
MEDICAL PRODUCTS:
Vivus, Inc. 430 4.5% 12,141 4,569 (7,572)
---- ------ ----- ------
Total Medical Products 4.5% 12,141 4,569 (7,572)
NETWORKING:
Ascend Communications 55 1.3% 2,043 1,347 (696)
3Com Corporation 120 4.1% 5,663 4,192 (1,471)
Cisco Systems, Inc. 442 24.3% 23,361 24,642 1,281
----- ------ ------ -----
Total Networking 29.7% 31,067 30,181 (886)
(continued on next page)
<PAGE>
SEMICONDUCTOR:
Intel Corporation* 250 17.3% 20,524 17,563 (2,961)
Texas Instruments* 40 1.8% 2,600 1,800 (800)
---- ----- ----- -----
Total Semiconductor 19.1% 23,124 19,363 (3,761)
SOFTWARE:
Microsoft Corporation 35 4.5% 4,636 4,524 (112)
PeopleSoft, Inc. 100 3.8% 2,985 3,900 915
---- ----- ----- -----
Total Software 8.3% 7,621 8,424 803
Total Common Stocks 113,703 101,090 (12,613)
------- ------- --------
Cash: .3% 322 322
--- --- ---
Total Cash .3% 322 322
Total Investments 100% $ 114,025 $ 101,412 $ (12,613)
==== ======= ======= ========
*Income Producing
</TABLE>
<PAGE>
FORM N-1A
PART C - OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
(1) Financial statements are presented in Part B.
These include:
Independent Auditors' Report dated December 31, 1997.
Statement of Assets & Liabilities as of December 31, 1997.
Statement of Operations - (July 1, 1997 to December 31, 1997).
Statement of Changes in Net Assets - (July 1, 1997 to December 31, 1997).
Notes to Financial Statements dated December 31, 1997.
Financial Highlights - (July 1, 1997 to December 31, 1997).
Schedule of Portfolio of Investments dated December 31, 1997.
(b) Exhibits
Exhibit No. Description
----------- -----------
99.1* Certificate of Trust -
Berkshire Capital Investment Trust
99.2* Certificate of Amendment of Certificate of Trust
Berkshire Capital Investment Trust
99.3* Declaration of Trust -
Berkshire Capital Investment Trust
99.4* Certificate of Consent of the Trustees of the
Berkshire Capital Investment Trust
99.5* Investment Advisory Agreement
99.6* Administration Agreement
99.7* Transfer Agent Agreement
99.8* Subscription Agreements
99.9* Reimbursement Agreement
99.10 Consent of Independent Auditors
99.11 Inapplicable
*Incorporated by reference to Registration Statement on Form N-1A.
Item 25. Control Persons
Inapplicable.
Item 26. Number of Shareholders
Title of Class Number of Record Holders
--------------- ------------------------
Berkshire Capital Growth & Value Fund Three as of December 31, 1997
<PAGE>
Item 27. Indemnification
Under section 3817(a) of the Delaware Business Trust Act, a Delaware business
trust has the power to indemnify and hold harmless any trustee, beneficial
owner or other person from and against any and all claims and demands
whatsoever. Reference is made to sections 5.1 and 5.2 of the Declaration of
Trust of Berkshire Capital Investment Trust (the "Trust") (Exhibit 99.3)
pursuant to which no trustee, officer, employee or agent of the Trust shall be
subject to any personal liability, when acting in his or her individual
capacity, except for his own bad faith, willful misfeasance, gross negligence
or reckless disregard of his or her duties. The Trust shall indemnify each of
its trustees, officers, employees and agents against all liabilities and
expenses reasonably incurred by him or her in connection with the defense or
disposition of any actions, suits or other proceedings by reason of his or her
being or having been a trustee, officer, employee or agent, except with
respect to any matter as to which he or she shall have been adjudicated to
have acted in or with bad faith, willful misfeasance, gross negligence or
reckless disregard of his or her duties. The Trust will comply with Section
17(h) of the Investment Company Act of 1940, as amended (the "1940 Act") and
1940 Act Releases number 7221 (June 9, 1972) and number 11330 (September 2,
1980).
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to trustees, officers and controlling persons of the
Trust pursuant to the foregoing, the Trust has been advised that in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy and therefore may be unenforceable. In the event that a
claim for indemnification (except insofar as it provides for the payment by
the Trust of expenses incurred or paid by a trustee, officer or controlling
person in the successful defense of any action, suit or proceeding) is
asserted against the Trust by such trustee, officer or controlling person and
the Securities and Exchange Commission is still in the same opinion, the Trust
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be governed by the final
adjudication of such issue.
Indemnification provisions exist in the Investment Advisory and Administration
Agreement under the headings "Limitation of Liability" which are identical to
those in the Declaration of Trust noted above.
Item 28. Activities of Investment Adviser
Berkshire Capital Holdings, Inc. activity at the present time is performance
on its Investment Advisory Contract and Administration Agreement currently
effective with the Berkshire Capital Investment Trust. Malcolm R. Fobes III
has the principal occupation of, owner, officer and director of Berkshire
Capital Holdings, Inc.
Item 29. Principal Underwriter
The Fund acts as its own underwriter.
Item 30. Location of Accounts and Records
All fund records are held at the Trust's principal executive offices at 475
Milan Drive, #103, San Jose, California 95134-2453 with the exception of
security certifications which are held in a safe deposit box at the Bank of
Los Altos, 4546 El Camino at San Antonio, Los Altos, California 94022.
<PAGE>
Item 31. Management Services
Inapplicable
Item 32. Undertakings
(a) Inapplicable
(b) Inapplicable
(c) The Registrant undertakes to furnish each person to whom a prospectus
is delivered with a copy of the Registrant's latest annual report to
shareholders, upon request and without charge.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all of the
requirements for effectiveness of this Registration Statement pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration
Statement to be signed below on its behalf by the undersigned, thereunto duly
authorized, in the City of San Jose and State of California, on the 26th day
of February, 1997.
Berkshire Capital Investment Trust
/s/ MALCOLM R. FOBES III
By: -------------------------------
Malcolm R. Fobes III, President
Pursuant to the requirements of the Securities Act of 1933, this registration
Statement has been signed below by the following persons in the capacities and
on the dates(s) indicated.
/s/ MALCOLM R. FOBES III
- ------------------------
Malcolm R. Fobes III Trustee; President 2/26/98
/s/ RONALD G. SEGER
- -------------------
Ronald G. Seger Trustee; Secretary 2/26/98
/s/ LELAND F. SMITH
- -------------------
Leland F. Smith Trustee 2/26/98
/s/ ARTHUR J. HOPPER
- --------------------
Arthur J, Hopper Trustee 2/26/98
<PAGE>
Malcolm R. Fobes III, by signing his name below, signs this
Post-Effective Amendment No. 1 on behalf of the above-named Trustees pursuant
to Powers of Attorney contained in the Post-Effective Amendment No. 1 filed
herewith with the Securities and Exchange Commission.
Dated: February 26, 1998 /s/ MALCOLM R. FOBES III
---------------------------------------
Malcolm R. Fobes III, Attorney-in-Fact
POWER OF ATTORNEY
The undersigned Trustee of Berkshire Capital Investment Trust, a
Delaware business trust, which anticipates filing with the Securities and
Exchange Commission, Washington, DC, under the provisions of the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, a
Post-Effective Amendment No. 1 of the Registration Statement on Form N-1A,
hereby constitutes and appoints Malcolm R. Fobes III with full power of
substitution and resubstitution, as attorney to sign for the undersigned and
in my name, place and stead, as Trustee of said Trust, said registration
statement and any and all amendments and exhibits thereto, and any and all
applications and documents to be filed with the Securities and Exchange
Commission pertaining to such registration statement, with full power and
authority to do and perform any and all acts and things whatsoever requisite,
necessary or advisable to be done in the premises, as fully and for all
intents and purposes as the undersigned could do if personally present, hereby
approving the acts of said attorney, and any such substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
February, 1998.
/s/ RONALD G. SEGER
-------------------
Ronald G. Seger
POWER OF ATTORNEY
The undersigned Trustee of Berkshire Capital Investment Trust, a
Delaware business trust, which anticipates filing with the Securities and
Exchange Commission, Washington, DC, under the provisions of the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, a
Post-Effective Amendment No. 1 of the Registration Statement on Form N-1A,
hereby constitutes and appoints Malcolm R. Fobes III with full power of
substitution and resubstitution, as attorney to sign for the undersigned and
in my name, place and stead, as Trustee of said Trust, said registration
statement and any and all amendments and exhibits thereto, and any and all
applications and documents to be filed with the Securities and Exchange
Commission pertaining to such registration statement, with full power and
authority to do and perform any and all acts and things whatsoever requisite,
necessary or advisable to be done in the premises, as fully and for all
intents and purposes as the undersigned could do if personally present, hereby
approving the acts of said attorney, and any such substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
February, 1998.
/s/ LELAND F. SMITH
-------------------
Leland F. Smith
<PAGE>
POWER OF ATTORNEY
The undersigned Trustee of Berkshire Capital Investment Trust, a
Delaware business trust, which anticipates filing with the Securities and
Exchange Commission, Washington, DC, under the provisions of the Securities
Act of 1933, as amended, and the Investment Company Act of 1940, as amended, a
Post-Effective Amendment No. 1 of the Registration Statement on Form N-1A,
hereby constitutes and appoints Malcolm R. Fobes III with full power of
substitution and resubstitution, as attorney to sign for the undersigned and
in my name, place and stead, as Trustee of said Trust, said registration
statement and any and all amendments and exhibits thereto, and any and all
applications and documents to be filed with the Securities and Exchange
Commission pertaining to such registration statement, with full power and
authority to do and perform any and all acts and things whatsoever requisite,
necessary or advisable to be done in the premises, as fully and for all
intents and purposes as the undersigned could do if personally present, hereby
approving the acts of said attorney, and any such substitute.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th day of
February, 1998.
/s/ ARTHUR J. HOPPER
--------------------
Arthur J. Hopper
<TABLE>
<CAPTION>
EXHIBITS
Exhibit No. Description Page
---------- ------------ ----
<S> <C> <C>
99.1* Certificate of Trust -
Berkshire Capital Investment Trust 1A
99.2* Certificate of Amendment of Certificate of Trust
Berkshire Capital Investment Trust 2A
99.3* Declaration of Trust -
Berkshire Capital Investment Trust 3A
99.4* Certificate of Consent of the Trustees of the
Berkshire Capital Investment Trust 4A
99.5* Investment Advisory Agreement 5A
99.6* Administration Agreement 6A
99.7* Transfer Agent Agreement 7A
99.8* Subscription Agreements 8A
99.9* Reimbursement Agreement 9A
99.10 Consent of Independent Auditors 10A
99.11* Opinion and Consent of Hall & Evans, L.L.C. 11A
*Incorporated by reference to Registration Statement on Form N-1A.
</TABLE>
<PAGE>
EXHIBIT 99.10
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Post-Effective Amendment No. 1 of the Registration
Statement on Form N-1A of Berkshire Capital Investment Trust of our report
dated January 21, 1998 on our audit of the financial statements of the Trust
(comprising the Berkshire Capital Growth & Value Fund).
We also consent to the reference to our firm in such Registration Statement.
/s/ MEREDITH, CARDOZO, LANZ & CHIU LLP
- -------------------------------------
Meredith, Cardozo, Lanz & Chiu LLP
San Jose, California
January 21, 1998
10A
