BERKSHIRE FUNDS
N-30D, 2000-03-14
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<PAGE>



                             BERKSHIRE FOCUS FUND




                                     1999
                        Annual Report to Shareholders




<PAGE>

[Graphic Omitted]

<PAGE>


                             FROM OUR PERSPECTIVE

                          WE SEE A WORLD OF UNLIMITED

                           INVESTMENT OPPORTUNITIES



Right  now, at this very moment, the companies we have invested in are working
hard on your behalf to create shareholder value. How do we find such dedicated
companies?  You  can start with our strategic location in  Silicon Valley. You
see,  from  our  vantage  point  we  have  a  front  row  seat to the greatest
technological  revolution  mankind  has  ever  seen.  So if there is a company
positioned  to  benefit from the revolution, you can bet there's a good chance
we already know about them. Finding the best investment opportunities for your
money has always been the key to our success.



<PAGE>


                              PERFORMANCE SUMMARY


              Average annual total return for periods ended 12/31/99

                                                                Since (a)
                                   Year-to-date     1-Year     Inception
    ---------------------------------------------------------------------
    Berkshire Focus Fund              142.90%      142.90%      79.64%
    Dow Jones Industrial Average       27.20%       27.20%      19.53%
    S&P 500 Index                      21.04%       21.04%      24.21%
    NASDAQ Composite Index             86.13%       86.13%      51.87%
    ---------------------------------------------------------------------
   (a) The inception date of the Fund was July 1, 1997.


Returns  assume  reinvestment of dividends and distributions. Past performance
is  not  a  guarantee  of future results. Investment returns will fluctuate so
that an investor's shares, when redeemed, may be worth more or less than their
original cost.

The  Berkshire  Focus  Fund  is  subject to greater risk than more diversified
funds  because  of  its  concentration  of  investments in fewer companies and
certain  segments  of  a  single  industry.  Specific  risks  associated  with
investments  in the technology industry (as described in the Prospectus) could
cause the Fund's share price to fluctuate dramatically.

The  Dow Jones Industrial Average (DJIA), the Standard & Poor's 500 Index (S&P
500),  and  the  NASDAQ  Composite  (NASDAQ)  each  represents  an  unmanaged,
broad-based  basket  of stocks. They are typically used as a proxy for overall
market performance.

Please read the Prospectus carefully before investing.


                                                               Berkshire Funds
<PAGE>


PERFORMANCE AND PORTFOLIO DISCUSSION


Dear Shareholder:

We  are  pleased  to  report  the Berkshire Focus Fund enjoyed another year of
exceptional performance. We met our goal of delivering superior returns to our
shareholders by posting a gain of 142.90% for the twelve-months ended December
31,  1999. In comparison, we substantially outperformed our primary benchmark,
the  S&P 500 Index, which returned 21.04% for the period. These strong results
helped  make the Fund the top-performing (#1 out of 364) U.S. Large-Cap Growth
Fund for 1999 according to Lipper, Inc., a leading mutual fund rating company.

While  1999 was our best year ever, it also marked the second consecutive year
the  Fund  returned  more than 100% to its shareholders. This was a remarkable
achievement  considering  very  few  mutual  funds  have ever crossed the 100%
return  threshold  in  a single calendar year prior to 1999. Naturally, we are
enthusiastic  about  our recent performance. We feel it is important, however,
to  remind our shareholders that we are certain such extraordinary returns are
unsustainable over the long-term. Nevertheless, 1999 was certainly a year that
we will never forget, and we hope that you enjoyed being part of our success.



                               RELATIVE PERFORMANCE:
                         FOCUS FUND vs. THE S&P 500 INDEX

                   Growth of a Hypothetical $10,000 Investment


                                [GRAPHIC OMITTED]


                                 S&P 500       BERKSHIRE FOCUS
                                  INDEX             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           10,043
                  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
                  JAN-99          14,811           20,835
                  FEB-99          14,351           19,177
                  MAR-99          14,925           22,776
                  APR-99          15,503           23,740
                  MAY-99          15,138           20,976
                  JUN-99          15,977           23,036
                  JUL-99          15,479           21,735
                  AUG-99          15,402           24,001
                  SEP-99          14,980           24,749
                  OCT-99          15,928           26,884
                  NOV-99          16,252           31,405
                  DEC-99          17,208           43,289



                                                        1999 Annual Report | 3

<PAGE>


The  Fund  posted  strong  results  for  the  period despite a volatile market
environment.  The combination of tight labor markets and a robust U.S. economy
created  anxiety  about  the  potential  for  an  acceleration  in the rate of
inflation. The Federal Reserve responded by raising interest rates three times
in  a  series  of  preemptive  moves  aimed at slowing the rapid growth of the
economy.  While the Fed's actions added volatility to the markets, we remained
focused  on  our  goal  of  finding  investments in companies that can deliver
shareholder value in any economic environment.

The  accompanying  pie  chart  shows  the  Focus  Fund's sector holdings as of
December  31.  Once  again,  our  heavy  weighting  in technology stocks was a
significant  contributor  to the Fund's solid results. Semiconductors were the
Fund's  most  heavily-weighted  sector  at the end of the period, representing
23.88%   of   net  assets.  We  began  to  establish  our  large  position  in
semiconductor  stocks  during  mid-summer  after  our  research  revealed  the
potential  for  explosive growth in the networking and wireless communications
markets. Among our largest holdings were companies that supply



FOCUS FUND'S HOLDINGS BY SECTOR
[Graphic Omitted]

Semiconductor        23.88%
Internet Services    19.39%
Telecomm Equipment   16.62%
Software             13.68%
Storage Devices      10.74%
Networking            8.05%
Computer              4.81%
Cash                  2.10%
e-Commerce            0.04%

Based on percentage of net assets as of December 31, 1999.
Cash number net of payables and receivables.


                                                               Berkshire Funds

<PAGE>


high-performance  chipsets  to  the  networking  sector,  including PMC-Sierra
(PMCS),  Applied  Micro  Circuits (AMCC), and Broadcom (BRCM). Also reflecting
our  optimism  for  the  sector  were  our  investments in companies supplying
chipsets  to  the  wireless communications markets, including TriQuint (TQNT),
Conexant (CNXT), and RF Micro Devices (RFMD).

We  believe there are few other areas that possess the strong growth potential
and  profitability  of the semiconductor segment. Demand for chips, especially
those  used for Internet infrastructure and wireless communications are in the
beginning  stages  of  a  three-year industry up-cycle. We anticipate that the
semiconductor  industry's  growth rate will accelerate to 25% this year and as
high  as  40%  by  the  year  2001.  As  a  result  of  such strong underlying
fundamentals,  we  expect  the semiconductor  sector  to  remain as one of the
Fund's largest weightings for the foreseeable future.

Another  important  theme of the Fund for 1999 was our investment in companies
that  enable the tremendous growth of the Internet. These "enabling" companies
are the software, hardware and service businesses working behind-the-scenes to
make  the  exponential  growth  of  the  Internet  possible.  Examples of such
companies can be found in the Internet Services segment.

At  19.39%,  the  Internet  Services  segment  was  the  Fund's second-largest
sector weighting. Within this segment, we were especially  excited  about  our
investment  in  Exodus  Communications  (EXDS).  Already  the  most   dominant
franchise  in  its  space,  Exodus  is the world's leading provider of premium
web-hosting services for businesses with mission-critical Internet operations.
Since  our  initial  purchase  in the first quarter, the company's share price
appreciated a remarkable 625%.

Also  within  the Internet Services segment were our continuing investments in
America  Online (AOL) and Yahoo! (YHOO). AOL's shares grew over 95% during the
period,  reflecting  strong  growth  in its subscriber base. Meanwhile Yahoo!,
still  the  most heavily-trafficked website on the Internet, turned in another
superb performance with a gain of over 265%.


                                                        1999 Annual Report | 5

<PAGE>

The Telecommunications Equipment sector was the Fund's third-largest weighting
at  16.62%.  This  sector  was  led  by  our wireless communications holdings.
Worldwide subscriber growth for cellular phones is currently growing in excess
of  50%  per  year and is expected to accelerate further. Adding to this rapid
growth  will  be demand for wireless data, which will allow cellular phones to
access the Internet from anywhere.

To  take advantage of this phenomenon, we established positions in Nokia (NOK)
and  Qualcomm  (QCOM).  Nokia  is  the largest manufacturer of cellular phones
world-wide and is the undisputed leader in the fast-growing market for digital
cellular  phones.  We  see  future growth being driven by the company's recent
offering  of handsets with Internet access using wireless application protocol
(WAP) technology. Since our purchase, Nokia gained 92%.

For 1999, the single stock that clearly outpaced all other investments for the
Fund  was  Qualcomm. The company blew away all revenue and earnings estimates,
due  to  extremely  strong  demand  for its proprietary Code Division Multiple
Access  (CDMA)  technology,  the  emerging standard for the next-generation of
digital  wireless  systems.  From  our initial purchase in the second quarter,
Qualcomm's shares appreciated a phenomenal 793%.

Another stellar performer for the Fund in the Telecomm sector was JDS Uniphase
(JDSU).  Formed  by the recent merger of JDS Fitel and Uniphase, this Internet
enabling  company  is  the  leading manufacturer of active and passive optical
components  used  to  increase  the carrying capacity of fiber-optic networks.
With  the explosion of Internet data traffic and the subsequent need to expand
the  capacity  of  existing  fiber-optic  lines,  we saw our investment in JDS
Uniphase increase by 400% in 1999.

At  13.68%  of  net  assets, the Software sector was the Fund's fourth-largest
weighting.  We  maintained  our  sizable  position in Microsoft (MSFT), as the
company  continued to generate solid returns. During the period we established
a  new position in Veritas Software (VRTS), an Internet enabling company whose
software manages data storage and guards networks against


                                                               Berkshire Funds

<PAGE>


data  loss.  We  also  added  positions in companies benefiting from the rapid
growth  of  B2B  e-commerce, including Vignette (VIGN), BroadVision (BVSN) and
Ariba (ARBA).

The  Storage  Device sector represented 10.74% of the Fund's net assets at the
end  of  the period. Leading the way was our substantial investment in storage
king,  EMC Corp. (EMC). A beneficiary of the rapid growth of the Internet, EMC
is the premier franchise for supplying data storage systems used by mainframes
and network file servers. The company recorded a gain of 157% for 1999. In the
fourth quarter we also established a new position in Network Appliance (NTAP).
The  company  is  an  Internet  enabler  that  makes servers used to store and
deliver  files  over  high-traffic  data-intensive  networks. During the short
period of time we have owned the stock, it has appreciated over 40%.

Rounding out  the Fund's portfolio were the Networking and Computer sectors at
8.05%  and 4.81%, respectively. In the Networking sector Cisco Systems (CSCO),
the Fund's largest holding, recorded a gain of 131% as it continued to benefit
from  the  explosive  growth of the Internet. Representing the Computer sector
was  Sun  Microsystems (SUNW) whose workstations and servers power  a majority
of  all  corporate  networks and Web sites. The company's shares returned 155%
for the Fund in 1999.

The Fund ended the year with a net cash position of 2.10%.

Going  forward,  we  anticipate  the economy will continue to grow at a robust
rate  with relatively low inflation. Our focus, as always, will be to identify
those  companies  that are poised to benefit from the powerful trends emerging
in  the  marketplace. You can be confident our in-depth research combined with
our  strategic  location  in Silicon Valley will enable us to continue to find
the best investment opportunities for your money.

We  appreciate  your  confidence  in  our  abilities  and  thank  you for your
investment in the Berkshire Focus Fund.


/s/ Malcolm R. Fobes III
- ------------------------
Malcolm R. Fobes III
Portfolio Manager
Berkshire Focus Fund


                                                        1999 Annual Report | 7

<PAGE>

[Graphic Omitted]


                                                               Berkshire Funds


<PAGE>

                         AUDITED FINANCIAL STATEMENTS
                                (as of 12/31/99)


                            Report of Independent
                         Certified Public Accountants


                           Portfolio of Investments


                      Statement of Assets and Liabilities


                            Statement of Operations


                      Statement of Changes in Net Assets


                             Financial Highlights


                         Notes to Financial Statements




                                                        1999 Annual Report | 9

<PAGE>

[Graphic Omitted]

                                                               Berkshire Funds

<PAGE>

REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS

Berkshire Focus Fund
San Jose, California


We  have  audited  the accompanying statement of assets and liabilities of the
Berkshire  Focus  Fund, including the schedule of portfolio investments, as of
December  31,  1999, and the related statement of operations for the year then
ended, the statement of changes in net assets for the two years then ended and
financial  highlights for the two years 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, 1999 by correspondence with
the  custodian  and  broker.  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  Focus  Fund  as of December 31, 1999, the results of its operations
for  the year then ended, the changes in its net assets for the two years then
ended  and  the  financial highlights for the two years 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.


MCCURDY & ASSOCIATES CPA'S, INC.
Westlake, Ohio 44145
January 8, 2000

                                                       1999 Annual Report | 11

<PAGE>

                           PORTFOLIO OF INVESTMENTS
                              December 31, 1999


 Shares                                                         Value
 ------                                                         -----

              COMPUTER - 4.81%                            $ 1,617,639
              -------------------------------------------------------
  1,700       Dell Computer Corp.*                             86,700
 19,770       Sun Microsystems, Inc.*                       1,530,939

              ELECTRONIC COMMERCE - 0.04%                      12,519
              -------------------------------------------------------
    100       eBay, Inc.*                                      12,519

              INTERNET SERVICES - 19.39%                    6,519,203
              -------------------------------------------------------
 31,400       America Online, Inc.*                         2,368,737
 23,640       Exodus Communications, Inc.*                  2,099,527
  4,740       Yahoo!, Inc.*                                 2,050,939

              NETWORKING - 8.05%                            2,705,442
              -------------------------------------------------------
25,255        Cisco Systems, Inc.*                          2,705,442

              SEMICONDUCTORS - 23.88%                       8,024,410
              -------------------------------------------------------
10,990        Applied Micro Circuits Corp.*                 1,398,477
 4,665        Broadcom Corp., (Class A)*                    1,270,629
14,030        Conexant Systems, Inc.*                         931,241
 1,090        Intel Corp.                                      89,721
14,270        PMC-Sierra, Inc.*                             2,287,659
13,195        RF Micro Devices, Inc.*                         903,033
10,280        TriQuint Semiconductor, Inc.*                 1,143,650

              SOFTWARE - 13.68%                             4,596,002
              -------------------------------------------------------
 1,500        Ariba, Inc.*                                    266,063
 4,265        BroadVision, Inc.*                              725,317
13,100        Microsoft Corp.*                              1,529,425
 9,175        Veritas Software Corp.*                       1,313,172
 4,675        Vignette Corp.*                                 762,025

              STORAGE DEVICES - 10.74%                      3,610,320
              -------------------------------------------------------
22,790        EMC Corp. - Mass*                             2,489,807
13,490        Network Appliance Corp.*                      1,120,513

              TELECOMMUNICATIONS EQUIPMENT - 16.62%         5,585,314
              -------------------------------------------------------
 2,500        Interdigital Communications Corp.*              187,500
14,130        JDS Uniphase Corp.*                           2,279,346
 8,200        Nokia Oyj ADR                                 1,558,000
 8,860        Qualcomm, Inc.*                               1,560,468

              TOTAL COMMON STOCKS - 97.21%
              (Cost $20,579,632)                           32,670,849
              =======================================================

              *non-income producing

              (see accompanying notes to financial statements)


                                                               Berkshire Funds

<PAGE>

                           PORTFOLIO OF INVESTMENTS
                              December 31, 1999

 Shares                                                         Value
 ------                                                         -----

              CASH EQUIVALENTS - 3.90%                      1,310,431
              -------------------------------------------------------
 1,310,431    Firstar Financial Reserve Fund                1,310,431

              TOTAL INVESTMENT SECURITIES - 101.11%        33,981,280
              =======================================================

              OTHER ASSETS LESS LIABILITIES - (1.11%)        (380,988)
              -------------------------------------------------------

              NET ASSETS - 100%
              Equivalent to $39.84 per share             $ 33,600,292
              =======================================================


              (see accompanying notes to financial statements)


                                                       1999 Annual Report | 13


<PAGE>

                      STATEMENT OF ASSETS AND LIABILITIES
                               December 31, 1999



ASSETS

Investment securities:
    At acquisition cost                                 $ 20,579,632
====================================================================
    At market value (Note 1)                            $ 33,981,280
Cash in bank                                               1,671,212
Interest receivable                                            3,935
Receivable for capital shares sold                           223,895
- --------------------------------------------------------------------
    TOTAL ASSETS                                          35,880,322
- --------------------------------------------------------------------


LIABILITIES

Payable for securities purchased                           2,235,303
Accrued expenses                                              44,727
- --------------------------------------------------------------------
    TOTAL LIABILITIES                                      2,280,030
- --------------------------------------------------------------------

NET ASSETS                                              $ 33,600,292
====================================================================


Net assets consist of:

Paid-in-capital                                         $ 20,479,944
Accumulated net realized gains (losses)
    from security transactions                              (281,300)
Net unrealized appreciation on investments                13,401,648
- --------------------------------------------------------------------
Net assets                                              $ 33,600,292
====================================================================


Shares of beneficial interest outstanding (unlimited
    number of shares authorized, par value $1.00)            843,323
====================================================================


Net assets value, offering price and redemption
    price per share (Note 1)                                 $ 39.84
====================================================================


(see accompanying notes to financial statements)



                                                               Berkshire Funds

<PAGE>



                            STATEMENT OF OPERATIONS
                     For the Year Ended December 31, 1999



INVESTMENT INCOME

    Interest                                                  $  18,101
    Dividends                                                       531
- -----------------------------------------------------------------------
        TOTAL INVESTMENT INCOME                                  18,632
- -----------------------------------------------------------------------


EXPENSES
    Investment advisory fees (Note 3)                           144,283
    Administrative fees (Note 3)                                 48,087
- -----------------------------------------------------------------------
        TOTAL EXPENSES                                          192,370
- -----------------------------------------------------------------------


NET INVESTMENT INCOME                                          (173,738)
- -----------------------------------------------------------------------


REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS

Net realized gains (losses) from security transactions         (135,467)
Net change in unrealized appreciation on investments         13,297,088
- -----------------------------------------------------------------------


NET REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS    13,161,621
- -----------------------------------------------------------------------


NET INCREASE IN NET ASSETS FROM OPERATIONS                 $ 12,987,883
=======================================================================


(see accompanying notes to financial statements)


                                                       1999 Annual Report | 15


<PAGE>


                      STATEMENT OF CHANGES IN NET ASSETS
              For the Periods Ended December 31, 1999 and 1998

<TABLE>
<S>                                                             <C>             <C>
                                                                   Year           Year
                                                                   Ended          Ended
                                                                   12/31/99       12/31/98
                                                                   --------       --------

FROM OPERATIONS:

    Net investment income (loss)                                 $ (173,738)      $    440
    Net realized gains (losses) from security transactions         (135,467)        24,183
    Net change in unrealized appreciation on investments         13,297,088        117,173
- ------------------------------------------------------------------------------------------
Net increase in net assets from operations                       12,987,883        141,796
==========================================================================================


DISTRIBUTIONS TO SHAREHOLDERS:

    From net investment income                                            0           (420)
    From net realized gain on investments                           (73,435)       (21,571)
- ------------------------------------------------------------------------------------------
Decrease in net assets from distributions to shareholders           (73,435)       (21,991)
==========================================================================================


FROM CAPITAL SHARE TRANSACTIONS:

    Proceeds from shares sold                                    25,616,280        109,780
    Net asset value of shares issued in reinvestment
         of distributions to shareholders                            64,311         21,991
    Payments for shares redeemed                                 (5,347,735)             0
- ------------------------------------------------------------------------------------------
Net increase in net assets from capital share transactions       20,332,856        131,771
- ------------------------------------------------------------------------------------------

TOTAL INCREASE IN NET ASSETS                                     33,247,304        251,576


NET ASSETS:

    Beginning of period                                             352,988        101,412
- ------------------------------------------------------------------------------------------
    End of period                                              $ 33,600,292      $ 352,988
- ------------------------------------------------------------------------------------------


CAPITAL SHARE ACTIVITY:

    Shares sold                                                   1,051,819          8,415
    Shares issued on reinvestment of dividends                        1,644          1,321
    Shares redeemed                                                (231,614)             0
- ------------------------------------------------------------------------------------------
    Net increase in shares outstanding                              821,849          9,736
    Shares outstanding, beginning of period                          21,474         11,738
- ------------------------------------------------------------------------------------------
    Shares outstanding, end of period                               843,323         21,474
==========================================================================================


(see accompanying notes to financial statements)

</TABLE>



                                                               Berkshire Funds

<PAGE>


                             FINANCIAL HIGHLIGHTS

<TABLE>
==========================================================================================

Selected Per Share Data and Ratios for a Share Outstanding Throughout Each Period
<S>                                                <C>            <C>          <C>
                                                    Year            Year          Period (a)(b)
                                                    Ended           Ended         Ended
                                                    12/31/99        12/31/98      12/31/97
                                                    --------        --------      --------

NET ASSET VALUE AT BEGINNING OF PERIOD              $ 16.44         $ 8.64        $ 10.00
- -----------------------------------------------------------------------------------------


INCOME FROM INVESTMENT OPERATIONS:

    Net investment income                             (0.31)          0.03           0.10
    Net realized and unrealized
      gains (losses) on investments                   23.80           8.97          (1.36)
- -----------------------------------------------------------------------------------------
Total from investment operations                      23.49           9.00          (1.26)
- -----------------------------------------------------------------------------------------


LESS DISTRIBUTIONS:

    Distributions from net realized gains             (0.09)         (1.18)          0.00
    Distributions from net investment income           0.00          (0.02)         (0.10)
- -----------------------------------------------------------------------------------------
Total distributions                                   (0.09)         (1.20)          (.10)
- -----------------------------------------------------------------------------------------

NET ASSET VALUE AT END OF PERIOD                    $ 39.84        $ 16.44         $ 8.64
=========================================================================================


TOTAL RETURN                                        142.90%        104.17%        (12.60%)
=========================================================================================



SUPPLEMENTAL DATA AND RATIOS:

Net assets at end of period (thousands)            $  33,600       $   353        $   101
=========================================================================================

    Ratio of expenses to average net assets(c)         1.89%         1.93%          1.00%
    Ratio of expenses to average net assets(d)         1.89%         0.00%          0.00%
    Ratio of net investment income to
        average net assets(c)                         (1.71%)       (1.66%)         0.12%
    Ratio of net investment income to
        average net assets(d)                         (1.71%)        0.26%          1.12%
    Portfolio turnover rate                           155.5%        136.0%          13.0%

</TABLE>

(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)



                                                       1999 Annual Report | 17

<PAGE>


                         NOTES TO FINANCIAL STATEMENTS
                              December 31, 1999



1. Significant Accounting Policies

The  Berkshire  Funds  (formerly  Berkshire  Capital  Investment  Trust)  (the
"Trust")  is  an  open-end  management investment company registered under the
Investment  Company  Act  of  1940, as amended (the "1940 Act"). The Trust was
organized as a business trust under the state of Delaware on November 25, 1996
and  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  Focus  Fund  (formerly  Berkshire Capital Growth & Value Fund) (the
"Fund")  is  a  non-diversified  series  of  the  Trust. The Fund's investment
objective  is  to  seek  long-term capital appreciation through investments in
equity securities.

The following is a summary of the Fund's significant accounting policies:

Securities  valuation  -  The Fund's portfolio securities are valued as of the
close  of  the  regular  session  of  trading  on the New York Stock Exchange,
normally  4:00  p.m.,  Eastern  time.  Securities  which  are  traded on stock
exchanges  or  are quoted by NASDAQ are valued at the last reported sale price
as  of  the  close  of  the  regular  session of trading on the New York Stock
Exchange,  or,  if  not traded, at the most recent bid price. Securities which
are traded in the over-the-counter market, and which are not quoted by NASDAQ,
are  valued  at the most recent bid price, as obtained from one or more of the
major  market  makers  for  such  securities.  Securities  for  which  market
quotations  are  not  readily  available  are  valued  at  their fair value as
determined  in  good  faith in accordance with consistently applied procedures
established  by  and  under  the general supervision of the Board of Trustees.

Share  valuation  -  The  net  asset value per share of the Fund is calculated
daily  by  dividing the total value of the Fund's assets, less liabilities, by
the  number  of  shares outstanding, rounded to the nearest cent. The offering
and redemption price per share of the Fund is equal to the net asset value per
share.

Investment  income  -  Dividend  income  is  recorded on the ex-dividend date.
Interest income is accrued as earned.

Distributions to shareholders - Distributions to shareholders arising from net
investment  income  and net realized capital gains, if any, are distributed at
least  once  each  year. Dividends from net investment income and capital gain
distributions are determined in accordance with income tax regulations.

Security  transactions  - Security transactions are accounted for on the trade
date. Securities sold are determined on a specific identification basis.

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 at
the  date  of  the financial statements and the reported amounts of income and
expenses  during  the reporting period. Actual results could differ from those
estimates.


                                                               Berkshire Funds

<PAGE>



                         NOTES TO FINANCIAL STATEMENTS
                              December 31, 1999


Federal  income  tax  -  It  is  the  Fund's policy to comply with the special
provisions  of  the  Internal  Revenue  Code (the Code) available to regulated
investment  companies.  As  provided  therein, in any fiscal year in which the
Fund  so qualifies and distributes at least 90% of its taxable net income, the
Fund  (but not the shareholders) will be relieved of federal income tax on the
income  distributed. Accordingly, no provision for income taxes has been made.

In  order  to  avoid  imposition  of  the  excise  tax applicable to regulated
investment  companies, it is also the Fund's intention to declare as dividends
in each calendar year at least 98% of its net investment income and 98% of its
net realized capital gains plus undistributed amounts from prior years.


2. Investment Transactions

Purchases  and  sales  of  investment  securities,  other than U.S. Government
obligations  and  short-term  investments,  were  $34,461,941  and $15,286,306
respectively.

For federal income tax purposes, the cost of investments owned at December 31,
1999  was the same as identified cost. At December 31, 1999 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          $ 13,434,723
                      Depreciation               (33,075)
                                            ------------
                      Net Appreciation      $ 13,401,648
                                            ============

3.  Related Party Transactions/ Investment Advisory and Administrative Fees

Certain officers and directors of the Trust are also officers and directors of
Berkshire Capital Holdings, Inc. ("Berkshire  Capital").

The  Trust  has an Investment Advisory Agreement and a separate Administration
Agreement  with  Berkshire Capital. Under the terms of the Investment Advisory
Agreement,  Berkshire  Capital  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
receives a fee as compensation for services rendered, facilities furnished and
expenses  assumed  at the annual rate of 0.50% of the Fund's average daily net
assets  up  to  $50  million,  0.45%  of  such assets from $50 million to $200
million, 0.40% of such assets from $200 million to $500 million, 0.35% of such
assets  from $500 million to $1 billion, and 0.30% of such assets in excess of
$1  billion.  Such  fee  is  computed  as a percentage of the Fund's daily net
assets  and  are  accrued each calendar day (including weekends and holidays).
During 1999, Berkshire Capital was paid an investment advisory fee of $144,283
and an administration fee of $48,087.



                                                       1999 Annual Report | 19

<PAGE>

                         NOTES TO FINANCIAL STATEMENTS
                               December 31, 1999


4.  Reclassification of Capital Accounts

The Fund has adopted Statement of Position 93-2, Determination, Disclosure and
Financial Statement Presentation of Income, Capital Gain and Return of Capital
Distributions by Investment Companies. As a result of this statement, the Fund
changed the classification of distributions to shareholders to better disclose
the  difference  between  financial  statement  amounts  and  distributions to
shareholders   determined   in   accordance   with   income  tax  regulations.
Accordingly,   paid   in   capital,  undistributed  net  investment  loss  and
accumulated  realized  capital loss have been adjusted as of December 31, 1999
in  the  following  amounts.  These restatements did not affect net investment
income,  net realized loss or net assets for the year ended December 31, 1999.


                                Paid In Capital
                                ---------------
                                   (101,320)

                       Undistributed Net Investment Loss
                       ---------------------------------
                                   $ 173,718

                       Accumulated Realized Capital Loss
                       ---------------------------------
                                  $ (72,398)



                                                               Berkshire Funds

<PAGE>


                               THE BERKSHIRE FUNDS



This report is provided for the general information of the shareholders of the
Berkshire  Focus  Fund.  This  report  is  not  intended  for  distribution to
prospective  investors  in  the  Fund,  unless  preceded or accompanied by an
effective  prospectus.  For  more  information  regarding  the Fund, including
charges  and  expenses,  visit  our  website at www.berkshirefunds.com or call
toll-free 1-877-526-0707 for a free prospectus.

Please read the prospectus carefully before you invest or send money.



                                                       1999 Annual Report | 21


<PAGE>


[LOGO]


                                            THE BERKSHIRE FUNDS
                                            475 Milan Drive
                                            Suite #103
                                            San Jose, CA 95134
                                            (Toll-Free) 1-877-526-0707



                                            BOARD OF TRUSTEES
                                            Malcolm R. Fobes III
                                            Ronald G. Seger
                                            Leland F. Smith
                                            Andrew W. Broer



                                            INVESTMENT ADVISER
                                            Berkshire Capital Holdings, Inc.
                                            475 Milan Drive
                                            Suite #103
                                            San Jose, CA 95134



                                            COUNSEL
                                            Brown, Cummins & Brown Co., L.P.A.
                                            3500 Carew Tower
                                            441 Vine Street
                                            Cincinnati, OH 45202



                                            TRANSFER AGENT
                                            Mutual Shareholder Services
                                            1301 East Ninth Street
                                            Suite #1005
                                            Cleveland, OH 44114



                                            CUSTODIAN
                                            Firstar Bank, N.A
                                            425 Walnut Street
                                            Cincinnati, OH 45202






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