INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
99.1 (1) Certificate of Trust -
Berkshire Capital Investment Trust
99.2 (1) Certificate of Amendment of Certificate of Trust
Berkshire Capital Investment Trust
99.2.1 Certificate of Amendment of Certificate of Trust
Berkshire Capital Investment Trust
99.3 (1) Declaration of Trust -
Berkshire Capital Investment Trust
99.4 (1) Certificate of Consent of the Trustees of the
Berkshire Capital Investment Trust
99.5 (1) Investment Advisory Agreement
99.6 (1) Administration Agreement
99.7 (1) Transfer Agent Agreement
99.8 (1) Subscription Agreements
99.9 (1) Reimbursement Agreement
99.10 Consent of Independent Auditors
99.11 Inapplicable
99.12 Addendum to Declaration of Trust
Berkshire Capital Investment Trust
99.13 Custody Agreement with Fifth Third Bank
99.14 Administration Agreement with
Mutual Shareholder Services
99.15.1 Financial Data Schedule
December 31, 1997
99.15.2 Financial Data Schedule
June 30, 1998
(1) Previously filed on June 30, 1997, with Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.
No person is directly or indirectly controlled by or under
common control with the Registrant.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
As of November 2, 1998, there were 12 holders of the shares
of beneficial interest of the Berkshire Capital Growth & Value
Fund series of Registrant.
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. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT
ADVISER.
(a) Inapplicable
(b) Inapplicable
ITEM 29. PRINCIPAL UNDERWRITER.
(a) Inapplicable
(b) Inapplicable
(c) Inapplicable
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
Accounts, books and other documents required to be maintained
by Section 31(a) of the Investment Company Act of 1940 and the
Rules promulgated thereunder will be maintained by the
Registrant at its offices located at 000 Xxxxx Xxxxx, Xxxxx #000,
Xxx Xxxx, Xxxxxxxxxx 00000 or at the offices of the Registrant's
transfer agent located at 0000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000,
Xxxxxxxxx, Xxxx 00000.
ITEM 31. MANAGEMENT SERVICES NOT DISCUSSED IN PARTS A AND B.
Inapplicable
ITEM 32. UNDERTAKINGS.
(a) Inapplicable
(b) Inapplicable
(c) The Registrant undertakes that, if so requested, it
will furnish each person to whom a prospectus is
delivered with a copy of Registrant's latest annual
report to shareholders without charge.
