BERKSHIRE CAPITAL INVESTMENT TRUST
N-30D, 1999-03-04
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<PAGE>




                     BERKSHIRE CAPITAL INVESTMENT TRUST
                    Berkshire Capital Growth & Value Fund

                                     1998
                                 Annual Report





<PAGE>





                              TABLE OF CONTENTS



                                                                    Page
                                                                    ----

    Letter to Shareholders ........................................   1
    Performance Graph .............................................   4
    Independent Auditor's Report ..................................   5
    Schedule of Investments .......................................   6
    Statement of Assets & Liabilities .............................   7
    Statement of Operations .......................................   8
    Statement of Changes in Net Assets ............................   9
    Financial Highlights, Related Ratios and Supplemental Data ....  10
    Notes to Financial Statements .................................  11





<PAGE>


PERFORMANCE SUMMARY
(total returns as of 12/31/98)
- ------------------------------------------------------------------------------
                                                        Average annual total
              Q1       Q2       Q3       Q4    1 Year   return since inception
                                                        (07/01/97 - 12/31/98)
==============================================================================
BFOCX       16.44%  13.42%    -2.19%   58.06%  104.17%    46.46%
DJIA        11.75%   2.15%   -11.99%   17.59%   18.13%    14.71%
S&P 500     13.95%   3.30%    -9.95%   21.29%   28.72%    26.44%
NASDAQ      17.02%   3.32%   -10.51%   29.58%   40.20%    32.75%
Composite
==============================================================================

Past performance does not guarantee future results.
All returns reflect reinvested dividends.




                                                             February 27, 1999


Dear Shareholder:

    We  are pleased to report that 1998 was an exceptional year for your Fund.
We  met our goal of delivering superior returns to our shareholders by posting
a gain of 104.17% for the 12 month period ended December 31. As you can see in
the  Performance  Summary chart at the top of the page, we outperformed all of
our  benchmarks  by a substantial margin. Your Fund posted a gain of more than
3.6  times  the return of the S&P 500 Index, the most widely used benchmark by
mutual  funds for relative market performance. Your Fund also outperformed the
average  total  return  of  14.52%  posted  by  all U.S. equity funds for 1998
according  to  data  from  Lipper, Inc., a leading mutual fund rating company.
Further establishing our relative outperformance was The Wall Street Journal's
report  that  83%  of all U.S. equity funds failed to match the returns of the
S&P 500 index for 1998. While we are enthusiastic about our performance, it is
important  to  remind  our  shareholders  that  we are certain such remarkable
returns  are  unsustainable  over the long-term. Nevertheless, 1998 was a year
that  we  will  never  forget and we hope that you enjoyed being a part of our
success.
    The  performance  of  your Fund did not go unrecognized as The Wall Street
Journal  and  Lipper, Inc. ranked your Fund the #5 best-performing equity fund
in  the U.S. for 1998. The Fund was also ranked by Lipper, Inc. as the #1 fund
in  its  category for the same period. Mutual Funds Magazine, a leading mutual
fund publication, also noted our exceptional performance by naming the Fund as
one  of its 1998 All-Star Mutual Funds. Mutual Fund Magazine also awarded your
Fund  the title of "1998 Rookie Fund of the Year" which is a prestigious award
given annually to the fund with outstanding performance in its first full-year
of operation.

TECHNOLOGY LEADERS POSTED STRONG GAINS FOR 1998
    The  Fund's heavy weighting in technology stocks contributed substantially
to  its  performance  for  the  year. We have always maintained a bias towards
investing  in  the  technology  sector  because  we believe that technology is
quickly  becoming  the  key  driver of the U.S. economy. Moreover, your Fund's
principal  office  is  located  in  the  heart  of Silicon Valley, giving us a
tremendous  advantage  in  utilizing our connections within the industry. From
our  Silicon  Valley  location  we  can  witness  the  direction of technology
firsthand,  allowing us to make informed investment decisions on behalf of the
Fund.


                                            Annual Report to Shareholders | 1

<PAGE>


DELL COMPUTER SETS THE PACE
    Among  the  Fund's  best performing investments for 1998 was Dell Computer
which  gained  249%  for  the  year.  We  believe that Dell is one of the most
efficiently  managed companies in the world. Dell employs an intensely focused
business  model based on the direct delivery of high-end PCs to its customers.
The fundamental advantage of Dell's direct model is that it allows the company
to  maintain inventories that are closely matched to user demand. As a result,
Dell can install components into its computers reflecting only the very latest
technology.  Dell's  direct  business model also allows the company to pass on
lower  component  prices  to  its  customers.  Most importantly, Dell's direct
relationship  with  its  customers  allows  the  company to deliver a superior
customer experience which builds customer satisfaction and brand loyalty. Dell
has  everything  we  like in a company and we anticipate that it will remain a
core holding of our Fund for 1999 and beyond.

NETWORKING LEADER EXECUTES FLAWLESSLY
    Another  company  which performed exceptionally well during 1998 was Cisco
Systems  which  appreciated  152%.  Cisco  is  the world's leading supplier of
high-performance  networking equipment for the Internet. The company dominates
the  networking  equipment  space  by offering the broadest line of networking
products.  Cisco  has demonstrated a history of spectacular sales and earnings
growth  while maintaining gross margins of more than 65%. We are excited about
owning  the  market  leader  in a rapidly growing industry. Looking forward to
1999,  we  see  the company entering into a strong product cycle where it will
introduce  as  many  new  products  in  a  single quarter as it would normally
introduce  during  a  full  year.  Cisco  is clearly positioned to enjoy solid
growth in the future and we expect the company to remain a core holding of the
Fund.

MICROSOFT CONTINUES TO DOMINATE
    Microsoft also contributed substantially to the Fund's overall performance
for  1998  with  a  return  of  115%.  The company's dominance in the personal
computer market remains unchallenged by its competitors. If you own a personal
computer,  it is almost certain that you are using a Microsoft product. It has
been  estimated  that  90% of all personal computers currently use a Microsoft
operating  system.  There  is  no  question  that  as the proliferation of the
personal computer continues to grow, Microsoft stands only to benefit since it
receives  a  royalty  each  time a computer is sold. Meanwhile, we continue to
monitor  the  government's  antitrust  suit against the company and are of the
opinion  that  the  Microsoft  will ultimately prevail. Looking at Microsoft's
financial  performance,  we  find  the  company's  record  as nothing short of
extraordinary.  Today, Microsoft has gross margins of 90% and over $19 billion
in  cash  on  its  balance  sheet.  The  company's net margins are 40% and are
continuing to expand. This means that for every $1 of sales, Microsoft retains
$.40  in  after-tax  earnings.  With such phenomenal financial performance and
favorable  prospects  going forward, it is easy to see why Microsoft continues
to be a major holding of our Fund.


                                             Annual Report to Shareholders | 2

<PAGE>


AN 800-POUND GORILLA IS BORN
    Another  top-performing  technology  stock  for  the  Fund during 1998 was
America  Online.  Already  the  most dominant franchise of the Internet space,
America  Online  truly  came  of  age during the period as the company's share
price  appreciated  a stunning 576%. With over 17 million subscribers, America
Online  is  the  world's  leading provider of Internet access and content. The
company  has  successfully  leveraged  its brand name into multiple sources of
revenue  streams  including  membership  fees,  high-margin  advertising  and
electronic  commerce.  America  Online's pending combination with Netscape and
its alliance with Sun Microsystems will allow the company to continue to build
on  its  momentum as the industry leader. Looking ahead we believe the company
is  better  positioned  than  ever  to  be  able  to  provide  consistent  and
predictable financial returns to investors. We expect America Online to remain
an integral part of our portfolio during 1999.

INTERNET MEDIA KING SOARS
    For 1998, the single stock that clearly outpaced all other investments for
the  Fund  was  Yahoo!.  Shareholders  of  the  company saw the value of their
holdings  increase  by  584%  during  the  period. Yahoo! is an Internet media
company  widely  known for its popular search engine used to navigate the Web.
The  company  has  the  most  heavily  trafficked web-site on the Internet and
derives  the  majority  of its revenues from the high-margin advertisements on
its  web  pages  and  electronic  commerce.  The  company  has  built a strong
brand-name  and is one of the few businesses in the sector to have ever made a
profit.  Yahoo!'s  underlying  business  model is tremendously profitable with
gross margins of 90% or roughly equivalent to that of Microsoft's. The company
also  has a strong balance sheet with no debt and nearly $500 million in cash.
We  continue  to  be  impressed  by  Yahoo!'s  quality management team and the
company's  ability  to consistently beat revenues and earnings projections. We
expect to continue to own Yahoo! for many years to come.

LONG-TERM OUTLOOK IS BRIGHT
    Looking ahead, we anticipate the economy will continue to grow at a steady
rate  with low inflation, an environment which is very favorable for financial
assets.  We  also  believe that the worst of the Asia-Pacific crisis is behind
us.  Our  goal  for  1999 will be to continue to focus our investments in only
those  companies  which  have dominant franchises and strong growth prospects.
Moreover,  we  are  very  enthusiastic  about  the potential of all the Fund's
current  holdings.  You  can  be  assured that we will be working hard on your
behalf  to  continue  the  trend  that  we  began  in 1998. Thank you for your
confidence  in  our abilities and for your investment in the Berkshire Capital
Growth & Value Fund.


                                    Sincerely,

                                    /s/ Malcolm R. Fobes III
                                    ---------------------------------
                                    Malcolm R. Fobes III
                                    Chairman & Chief Investment Officer








                                             Annual Report to Shareholders | 3

<PAGE>





                              PERFORMANCE OVERVIEW
                   Hypothetical $10,000 Investment At Inception*

                           Average Annual Total Return
                     for the periods ended December 31, 1998

                           One Year     Since Inception*
                            104.14%          46.46%

                              [GRAPH DEPICTED HERE]


                                 S&P 500     BERKSHIRE CAPITAL
                                  INDEX     GROWTH & VALUE FUND
                  MONTH         $ AMOUNT         $ AMOUNT
                  ------        ---------      -------------
                  JUN-97         $10,000         $ 10,000
                  JUL-97          10,795           10,000
                  AUG-97          10,191            9,950
                  SEP-97          10,748           10,050
                  OCT-97          10,390            9,500
                  NOV-97          10,870            9,510
                  DEC-98          11,057            8,738
                  JAN-98          11,179            9,699
                  FEB-98          11,985           10,174
                  MAR-98          12,598           10,174
                  APR-98          12,725           10,346
                  MAY-98          12,506           10,042
                  JUN-98          13,014           11,539
                  JUL-98          12,876           11,560
                  AUG-98          11,017            9,314
                  SEP-98          11,722           11,287
                  OCT-98          12,675           11,620
                  NOV-98          13,443           14,078
                  DEC-98          14,217           17,822


*  The  inception date of the Fund was July 1, 1997. Past performance does not
guarantee future results. Investment return and principal value will fluctuate
so  that  shares, when redeemed, may be worth more or less than their original
cost.  All  returns  reflect  reinvested  dividends. The Standard & Poor's 500
Index (the "Index") represents an unmanaged, broad-basket of stocks. The Index
is  typically  used  as  a  proxy  for  overall market performance. The Fund's
portfolio may differ significantly from the securities in the Index. The Index
does not reflect the cost of portfolio management or trading.




                          Important Legal Disclosures

This  report  is  submitted for the general information of the shareholders of
the  Berkshire  Capital  Growth  &  Value  Fund.  It  is  not  authorized  for
distribution  to  prospective  investors  in  the  Fund  unless accompanied or
preceded  by  an  effective  Prospectus  which  includes details regarding the
Fund's  objectives,  policies, expenses and other information. Please read the
prospectus carefully.

Past  performance  is not a guarantee of future results. Investment return and
principal  value  will  fluctuate so that an investor's shares, when redeemed,
may be worth more or less than their original cost.

The  Dow  Jones  Industrial  Average,  the Standard & Poor's 500 index and the
NASDAQ  Composite  index  all  represent an unmanaged, broad-basket of stocks.
They are typically used as a proxy for overall market performance.

Investing  in  technology  stocks  entails  certain risks, including increased
volatility  of  share  value.  Investors  are  encouraged  to  read the Fund's
Prospectus  carefully. Copies of the most recent Prospectus may be obtained by
calling the Fund directly at (877) 526-0707.


                                             Annual Report to Shareholders | 4

<PAGE>



Independent
Auditor's Report


To the Shareholders and Board of Trustees

Berkshire Capital Growth & Value Fund
San Jose, California


We  have  audited  the  accompanying  statement  of  assets and liabilities of
Berkshire  Capital  Growth  &  Value Fund, including the schedule of portfolio
investments,  as of December 31, 1998, and the related statement of operations
for  the year then ended, the statement of changes in net assets and financial
highlights  for  the  year  then  ended  and  the  period  from  July  1, 1997
(commencement  of  operations)  to December 31, 1997 in the period then ended.
These  financial statements and financial highlights are the responsibility of
the  Fund's  management.  Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  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  and
financial  highlights  are  free  of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  Our procedures included confirmation of investments
and  cash held by the custodian as of December 31, 1998 by correspondence with
the  custodian.    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 audits provide
a reasonable  basis for our opinion.

In  our opinion, the financial statements and financial highlights referred to
above  present  fairly,  in  all  material respects, the financial position of
Berkshire  Capital Growth & Value Fund as of December 31, 1998, the results of
its  operations for the year then ended, the changes in its net assets and the
financial  highlights  for the year then ended and for the period from July 1,
1997  (commencement  of  operations)  to  December 31, 1997 in the period then
ended, in conformity with generally accepted accounting principles.


/s/ McCurdy & Associates
- ------------------------------
McCurdy & Associates CPA's, Inc.

Westlake, Ohio 44145
January 10, 1999


                                             Annual Report to Shareholders | 5

<PAGE>



                        Berkshire Capital Growth & Value Fund
                               Schedule of Investments
                                   December 31, 1998




                                           Number of
                                            Shares       Value
                                            ------       -----
COMMON STOCKS - 66.18%

Computers - Micro - 8.29%
Dell Computer Corp.*                         400      $ 29,275
                                                        ------
Computer Software - 3.54%
Microsoft Corp.*                              90        12,482
                                                        ------
Computer Storage Devices - 3.61%
EMC Corp. - Mass*                            150        12,750
                                                        ------
Conglomerate - 2.00%
Berkshire Hathaway (Class B)*                  3         7,050
                                                         -----
Internet Software - 25.63%
America Online, Inc.*                        400        62,050
Yahoo!, Inc.                                 120        28,433
                                                        ------
                                                        90,483
                                                        ------
Medical - Drugs - 2.13%
Warner-Lambert Company                       100         7,519
                                                         -----

Networking Products - 13.28%
Cisco Systems, Inc.*                         505        46,870
                                                        ------
Semiconductor - 3.36%
Intel Corp.                                  100        11,856
                                                        ------

Telecommunication Equipment - 4.34%
Lucent Technologies, Inc.                     80         8,795
Tellabs, Inc.*                                95         6,513
                                                         -----
                                                        15,308
                                                        ------
TOTAL COMMON STOCKS
(cost - $129,033)                                      233,593
                                                       -------
REPURCHASE AGREEMENTS - 28.33%
Fifth Third Bank, 3.82%,
dated 12/31/98, maturing 1/4/99,
to be repurchased at $100,010
collateralized by $100,000 in
Federal National Mortgage Association,
7.0%, 11/1/17,
(cost $100,000)                          100,000       100,000
                                                       -------
OTHER ASSETS
LESS LIABILITIES - 5.49%                                19,395
                                                        ------
NET ASSETS - 100%
Equivalent to $16.44 per share                       $ 352,988
                                                       =======
*Non-income producing




                  (See Accompanying Notes to Financial Statements)



                                             Annual Report to Shareholders | 6

<PAGE>



                    Berkshire Capital Growth & Value Fund
                    Statement of Assets and Liabilities
                             December 31, 1998




ASSETS:
   Investment in securities, at value
   (identified cost - $229,033) ...........................    $  333,593
   Cash in bank ...........................................        14,385
   Subscriptions receivable ...............................         5,000
   Interest receivable ....................................            10
                                                                  -------
   Total Assets ...........................................       352,988
                                                                  -------

LIABILITIES:
   Total Liabilities ......................................             0
                                                                  -------
NET ASSETS ................................................    $  352,988
                                                                  =======

NET ASSETS COMPRISED OF:
    Capital paid-in on shares of beneficial interest ......    $  248,408
    Undistributed net investment income ...................            20
    Accumulated unrealized appreciation on investments ....       104,560
                                                                  -------
NET ASSETS ................................................    $  352,988
                                                                  =======
Net asset value per share based on
21,474 shares outstanding .................................    $    16.44
                                                                    =====



               (See Accompanying Notes to Financial Statements)


                                             Annual Report to Shareholders | 7

<PAGE>



                     Berkshire Capital Growth & Value Fund
                            Statement of Operations
                     For the Period Ended December 31, 1998




INVESTMENT INCOME:
    Dividends .............................................       $   152
    Interest ..............................................           228
                                                                      ---
Total Investment Income ...................................           440
                                                                      ---
EXPENSES:
    Investment advisory fees ..............................         2,410
    Administration fees ...................................           803
                                                                      ---
Total expenses before fee waiver ..........................         3,213
    Investment advisory and administration 
      fees waived - Note (6) ..............................       (3,213)
                                                                   ------
Total Expenses ............................................             0
                                                                   ------

NET INVESTMENT INCOME .....................................           440
                                                                      ---

REALIZED AND UNREALIZED GAIN
ON INVESTMENTS:
    Net realized gain on investments ......................        24,183
    Net change in unrealized appreciation on investments ..       117,173
                                                                  -------
Net Gain on Investments ...................................       141,356
                                                                  -------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS .................................     $ 141,796
                                                                  =======



               (See Accompanying Notes to Financial Statements)


                                             Annual Report to Shareholders | 8

<PAGE>








                     Berkshire Capital Growth & Value Fund
                      Statement of Changes in Net Assets



                                                     Year           Period (a) 
                                                     Ended           Ended
                                                   12/31/98        12/31/97
                                                   --------        --------
INCREASE (DECREASE) IN NET ASSETS 
FROM OPERATIONS:
    Net investment income .......................     $ 440       $ 1,138
    Net realized gain (loss) on investments .....    24,183        (2,613)
    Net change in unrealized appreciation 
      on investments ............................   117,173       (12,613)
                                                    -------       --------
Net increase (decrease) in net assets 
  from operations ...............................   141,796       (14,088)
                                                    -------       --------

DISTRIBUTIONS TO SHAREHOLDERS FROM:
    Net investment income .......................     (420)        (1,138)
    Net realized gain on investments ............  (21,571)              0
                                                     ------        -------

Total distributions to shareholders .............  (21,991)        (1,138)


CAPITAL SHARE TRANSACTIONS - Note 2:
    Proceeds from shares sold....................   109,780        115,500
    Increase from shares issued in 
      reinvested distributions ..................    21,991          1,138
    Shares redeemed .............................         0              0
                                                     ------        -------
Net increase in net assets from 
capital share transactions ......................   131,771        116,638


TOTAL INCREASE IN NET ASSETS ....................   251,576        101,412


NET ASSETS:
    Beginning of period 
     (including undistributed net investment
     income of $0) ..............................   101,412              0
                                                    -------        -------
    End of period 
     (including undistributed net investment 
     income of $20 and $0 respectively) ......... $ 352,988        101,412
                                                    =======        =======

(a) Represents the period from the commencement of operations 
    (July, 1 1997) to December 31, 1997.



               (See Accompanying Notes to Financial Statements)




                                             Annual Report to Shareholders | 9

<PAGE>


                    Berkshire Capital Growth & Value Fund
                            Financial Highlights



                                                     Year           Period (a) 
                                                     Ended           Ended
                                                   12/31/98        12/31/97
                                                   --------        --------

Per Share Data for a Share Outstanding 
Throughout Each Period

NET ASSET VALUE, BEGINNING OF PERIOD:                $ 8.64        $ 10.00

INCOME FROM INVESTMENT OPERATIONS:
    Net investment income ....................          .03            .10
    Net realized and unrealized 
      gains (losses) on investments ..........         8.97         (1.36)
                                                       ----          -----
Total from investment operations .............         9.00           8.74

DISTRIBUTIONS:
    Dividends (from net investment income) ...        (.02)          (.10)
    Distributions (from capital gains) .......       (1.18)              0
                                                      -----          -----
Total distributions ..........................       (1.20)          (.10)
                                                      -----          -----

NET ASSET VALUE, END OF PERIOD:                     $ 16.44         $ 8.64
                                                      =====           ====



TOTAL RETURN - Note (6) ......................      104.17%       (12.60%)(b)




SUPPLEMENTAL DATA AND RATIOS:
Net assets, end of period ....................    $ 352,988      $ 101,412
    Ratio of expenses to 
      average net assets(c) ..................        1.93%          1.00%(b)
    Ratio of expenses to 
      average net assets(d) ..................           0%             0%
    Ratio of net investment income to 
      average net assets(c) ..................      (1.66%)          0.12%(b)
    Ratio of net investment income to 
      average net assets(d) ..................        0.26%          1.12%(b)
    Portfolio turnover rate ..................         136%            13%(b)


(a) Represents the period from the commencement of operations 
    (July, 1 1997) to December 31, 1997.
(b) Not annualized.
(c) Before fee waiver.
(d) After fee waiver.


               (See Accompanying Notes to Financial Statements)


                                            Annual Report to Shareholders | 10

<PAGE>





                      Berkshire Capital Growth & Value Fund
                         Notes to Financial Statements
                               December 31, 1998




(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  (the  "Fund")  is an open-end non-diversified
portfolio  of  the Trust. The Fund's investment objective is to seek long-term
capital appreciation through investments in equity securities.

(a) Security Valuation
    ------------------
The  market value of securities listed on a national exchange is determined to
be  the  last recent sales price on such exchange. Listed securities that have
not recently traded and over-the-counter securities are valued at the last bid
price  in  such  market.  Other  assets  are  valued  at  fair market value as
determined in good faith by the Board of Trustees.

(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) 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.

(d) Distributions to Shareholders
    -----------------------------
Dividends to shareholders are recorded on the ex-dividend date.

(e) Security Transactions and Related Income
    ---------------------------------------
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.


                                            Annual Report to Shareholders | 11

<PAGE>



                      Berkshire Capital Growth & Value Fund
                         Notes to Financial Statements
                                December 31, 1998



(2) CAPITAL SHARE TRANSACTIONS:

The  Trust  is  authorized to issue an unlimited number of shares of $1.00 par
capital  stock.  As  of  December 31, 1998 there was $248,408 of total paid-in
capital.

                                          1998                    1997
                                   Shares      Amount      Shares      Amount
                                   ------      ------      ------      ------
Shares sold .....................   8,415     $109,780     11,607     $115,500
Shares issued on 
  reinvestment of dividends .....   1,321       21,991        132        1,138
Shares redeemed..................       0            0          0            0


(3) ORGANIZATIONAL COSTS:

All organizational costs were borne by the Fund's Investment Advisor.

(4) REGISTRATION FEES:

All registration fees were borne by the Fund's Investment Advisor.

(5) INVESTMENT TRANSACTIONS:

Purchases  and  sales  of  investment  securities,  other than U.S. Government
obligations   and   short-term   investments,   were  $200,936  and  $209,791
respectively.  Net  gain on investments for the period ended December 31, 1998
were   $141,356.  That  amount  represents  the  net  increase  in  value  of
investments held during the period.

For   federal   income   tax  purposes,  the  cost  of  investments  owned  at
December  31, 1998  was  the  same  as  identified  cost. At December 31, 1998
the composition of unrealized appreciation (the excess of value over tax cost)
and depreciation (the excess of tax cost over value) was as follows:

                      Appreciation ........   $ 106,204
                      Depreciation ........     (1,644)
                                                -------
                      Net appreciation.....   $ 104,560
                                                =======


                                            Annual Report to Shareholders | 12

<PAGE>



                      Berkshire Capital Growth & Value Fund
                         Notes to Financial Statements
                                December 31, 1998




(6) RELATED PARTY TRANSACTIONS/
    INVESTMENT ADVISORY AND ADMINISTRATION FEES:

Certain officers and directors of the Trust are also officers and directors of
Berkshire  Capital  Holdings,  Inc.  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 period ending December
31,  1998  Berkshire Capital Holdings, Inc. has waived all investment advisory
and  administration  fees.  The foregoing of such fees for 1998 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.

As  of  December  31, 1998, Malcolm R. Fobes III and Ronald G. Seger owned 38%
and  27%  of  the  Fund's  outstanding  shares respectively and are considered
control  persons as defined under Section 2(a)(9) of the 1940 Act by virtue of
their  ownership  of  more  than 25% of the voting securities of the Fund. Mr.
Fobes  is  Chairman of the Fund and shareholder of Berkshire Capital Holdings,
Inc.  Mr.  Seger  is a Trustee of the Fund and also a shareholder of Berkshire
Capital Holdings, Inc.


                                            Annual Report to Shareholders | 13

<PAGE>



                      Berkshire Capital Investment Trust
                     Berkshire Capital Growth & Value Fund
                     -------------------------------------
                                475 Milan Drive
                                  Suite #103
                              San Jose, CA 95134
                                (877) 526-0707



                               Board of Trustees
                               -----------------
                             Malcolm R. Fobes III
                                Ronald G. Seger
                                Leland F. Smith
                                Andrew W. Broer



                       Investment Adviser/Administrator
                       --------------------------------
                       Berkshire Capital Holdings, Inc.
                                475 Milan Drive
                                  Suite #103
                              San Jose, CA 95134



                                 Legal Counsel
                                 -------------
                      Brown, Cummins & Brown Co., L.P.A.
                               3500 Carew Tower
                               441 Vine Street
                            Cincinnati, Ohio 45202



                              Independent Auditor
                              -------------------
                       McCurdy & Associates CPA's, Inc.
                              27955 Clemens Road
                              Westlake, OH 44145



                                Transfer Agent
                                --------------
                          Mutual Shareholder Services
                            1301 East Ninth Street
                                  Suite #3600
                              Cleveland, OH 44114



                                   Custodian
                                   ---------
                               Fifth Third Bank
                           38 Fountain Square Plaza
                             Cincinnati, OH 45263




                                            Annual Report to Shareholders | 14



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