Berkshire Funds N-CSR Certified annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number 811-08043

The Berkshire Funds
(Exact name of registrant as specified in charter)

                 475 Milan Drive, Suite #103
                  San Jose, CA 95134-2453
(Address of principal executive offices) (Zip code)

Malcolm R. Fobes III
The Berkshire Funds
475 Milan Drive, Suite #103
San Jose, CA 95134-2453
(Name and address of agent for service)

1-408-526-0707
Registrant's telephone number, including area code

Date of fiscal year end: December 31, 2010

Date of reporting period: December 31, 2010

Item 1. Reports to Stockholders.

This report is provided for the general information of the Berkshire Funds shareholders. It is not authorized for distribution unless preceded or accompanied by an effective Prospectus, which contains more complete information about the Berkshire Funds. Please read it carefully before you invest.

In recent years, returns have sustained significant gains and losses due to market volatility in the technology sector. Due to market volatility, current performance may be lower than the figures shown. Call 1-877-526-0707 or visit berkshirefunds.com for more current performance information. Past performance is no guarantee of future results and investment results and principal value will fluctuate so that shares, when redeemed, may be worth more or less than their original cost. The returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Total return includes reinvestment of dividends and capital gain distributions.

The Dow Jones Industrial Average is a measurement of general market price movement for 30 widely-held stocks primarily listed on the New York Stock Exchange. The S&P 500^® Index is a registered trademark of Standard & Poor’s Corporation and is a market-weighted index of common stock prices for 500 large U.S. companies. The Nasdaq Composite Index is a capitalization-weighted index of over 5,000 common stocks listed on the Nasdaq Stock Market. Each index represents an unmanaged, broad-based basket of stocks. These indices are typically used as benchmarks for overall market performance.

Portfolio composition is subject to change at any time and references to specific securities, industries and sectors are not recommendations to purchase or sell any particular security.

Cover: “Off to the Races”
Kentucky Derby at Churchill Downs

FUND OVERVIEW – BERKSHIRE FOCUS FUND
December 31, 2010 (unaudited )

PERFORMANCE COMPARISON (Average annual total returns as of 12/31/10)

	1 Year		3 Year		5 Year		10 Year		Since Inception(1)
Berkshire Focus Fund	45.61	%	4.56	%	10.63	%	– 9.29	%	2.36	%
Dow Jones Industrial Average	14.06	%	–1.59	%	4.31	%	3.15	%	5.39	%
S&P 500® Index	15.06	%	–2.84	%	2.29	%	1.41	%	4.45	%
Nasdaq Composite Index	18.15	%	1.02	%	4.71	%	1.43	%	5.25	%

NET ASSETS
12/31/10	$30.56 Million
TOP TEN HOLDINGS(2)
Apple, Inc.		15.09	%
Salesforce.com, Inc.		5.58	%
Priceline.com, Inc.		5.19	%
NetApp, Inc.		5.10	%
Amazon.com, Inc.		4.99	%
Citigroup, Inc.		4.93	%
Bank of America Corp.		4.89	%
Atmel Corp.		4.86	%
The Goldman Sachs Group, Inc.		4.80	%
Deckers Outdoor Corp.		4.59	%
SECTOR ALLOCATION(4)
Internet Software & Services		24.88	%
Computer Hardware		15.09	%
Diversified Banks		9.82	%
Semiconductors		9.40	%
Software		8.16	%
Apparel Clothing & Footwear		7.41	%
Networking & Telecom Equipment		7.26	%
Storage Devices		5.10	%
Investment Banking		4.80	%
Exchange Traded Funds		3.00	%
Biotechnology		2.76	%
Restaurants		1.93	%
Communications Equipment		0.00	%

NET ASSET VALUE                     

Net Asset Value Per Share $12.61

(1)	The Fund’s inception date was July 1, 1997.
(2)	Stated as a percentage of total net assets as of 12/31/10. The holdings information provided should not be construed as a recommendation to purchase or sell a particular security and may not be representative of the Fund’s current or future investments.
(3)	This chart assumes an initial investment of $10,000 made on July 1, 1997 (inception). 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 but do not reflect the impact of taxes.
(4)	Stated as a percentage of total net assets as of 12/31/10. The holdings by sector are presented to illustrate examples of the sectors in which the Fund has bought securities and may not be representative of the Fund’s current or future investments.
(5)	This Fund concentrates its investments in the technology industry. As a result, the 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.

1

Berkshire Focus Fund
Performance and Portfolio Discussion
12/31/2010

2

LETTER TO THE SHAREHOLDERS

Dear Fellow Shareholders,

For the twelve month period ended December 31, 2010, the Berkshire Focus Fund generated a total return of +45.61% while the S&P 500^® Index – which we consider to be the Fund’s primary benchmark index – had a total return of +15.06% over the same period. For comparative purposes, the Dow Jones Industrial Average posted a return of +14.06% and the Nasdaq Composite Index generated a return of +18.15% for the year ended December 31, 2010. Please see the Fund Overview section and the accompanying financial statements for more detailed information about the Fund’s longer-term performance. All return data includes reinvested dividends but do not reflect the impact of taxes.

We are pleased to report the Focus Fund enjoyed its second year of exceptional performance since the markets reached 12-year lows on March 9, 2009. We met our goal of delivering superior returns to our shareholders while significantly outperforming our peer group and all of our equity market benchmarks. Naturally, we are enthusiastic about our recent returns after enduring the longest and deepest economic slump since the Great Depression. We feel it is prudent however, to remind our shareholders that such strong relative results are unsustainable – especially since we feel most of the low-hanging fruit has already been picked in terms of stock performance. Nevertheless, 2010 was certainly a year to remember and we hope that you enjoyed the rewards for your patience as a long-term investor in the Fund.

Turning to the third quarter, equity markets struggled to maintain their footing at the beginning of the period as investors grappled with continued weakness in the housing market and the spector of high unemployment rates. In addition, the amalgam of uncertainty surrounding the new health care law, regulatory reform of the financial services industry, changes in tax policy, monetary tightening in China and reduced sovereign creditworthiness in Europe – all stoked fears that a slowdown in the economy would manifest into a “double dip” recession. In September, however, the stock markets finally succumbed to a virtuous cycle of recovery thanks to the one-two punch of historically low interest rates and massive liquidity injections by the Federal Reserve through its quantitative easing program or “QE2.” U.S. stocks defied expectations for the month registering their biggest September rally since 1939 and best quarterly performance of the year. Early in the fourth quarter, equity markets roared out of the gate – driven further by robust U.S. corporate earnings reports and a modest recovery in consumer spending. This improvement was reflected in the GDP, which grew at a healthy inflation-adjusted annual rate of 2.8% for the period. During the months of November and December, the momentum only continued with stocks adding upon already sizable year-to-date gains. By year-end, the stock markets had turned in one of their strongest performances in nearly a decade.

Looking at the portfolio, some of the Fund’s biggest percentage gainers for the year were in Apple (AAPL), Chipotle Mexican Grill (CMG), F5 Networks (FFIV) and Netflix (NFLX). In addition, Acme Packet (APKT), Baidu (BIDU), Priceline.com (PCLN) and Salesforce.com (CRM) gave a boost to the portfolio with their outsized gains. Some new additions to the portfolio during the second half of the year included Atmel (ATML), Deckers Outdoor (DECK), Illumina (ILMN), lululemon athletica (LULU) and Riverbed Technology (RVBD).

As always, we thank you for your confidence and continued investment in the Berkshire Funds.

Malcolm R. Fobes III
Chairman and Chief Investment Officer

3

Audited Financial Statements
                               12/31/2010

4

                PORTFOLIO OF INVESTMENTS – BERKSHIRE FOCUS FUND

December 31, 2010
shares			value
	COMMON STOCKS - 96.61%	$	29,525,512
	(Cost $28,907,399)
	APPAREL CLOTHING & FOOTWEAR - 7.41%		2,264,775
17,595	Deckers Outdoor Corp.*		1,403,025
12,595	lululemon athletica, inc.*		861,750
	BIOTECHNOLOGY - 2.76%		842,422
13,300	Illumina, Inc.*		842,422
	COMMUNICATIONS EQUIPMENT - 0.00%		495
10	QUALCOMM, Inc.		495
	COMPUTER HARDWARE - 15.09%		4,610,995
14,295	Apple, Inc.*		4,610,995
	DIVERSIFIED BANKS - 9.82%		3,002,286
112,030	Bank of America Corp.		1,494,480
318,775	Citigroup, Inc.*		1,507,806
	INTERNET SOFTWARE & SERVICES - 24.88%		7,603,526
5	Akamai Technologies, Inc.*		235
8,465	Amazon.com, Inc.*		1,523,700
10	Baidu, Inc. - ADR*		965
2,340	Google, Inc. (Class A)*		1,389,890
7,940	Netflix, Inc.*		1,395,058
10	OpenTable, Inc.*		705
3,970	Priceline.com, Inc.*		1,586,213
12,930	Salesforce.com, Inc.*		1,706,760
	INVESTMENT BANKING - 4.80%		1,467,196
8,725	The Goldman Sachs Group, Inc.		1,467,196
	NETWORKING & TELECOM EQUIPMENT - 7.26%		2,218,075
21,645	Acme Packet, Inc.*		1,150,648
10	Juniper Networks, Inc.*		369
30,340	Riverbed Technology, Inc.*		1,067,058
	RESTAURANTS - 1.93%		590,131
2,775	Chipotle Mexican Grill, Inc. (Class A)*		590,131
	SEMICONDUCTORS - 9.40%		2,872,545
120,680	Atmel Corp.*		1,486,778
10	Broadcom Corp. (Class A)*		435
10	SanDisk Corp.*		499
48,370	Skyworks Solutions, Inc.*		1,384,833
	SOFTWARE - 8.16%		2,494,446
8,580	F5 Networks, Inc.*		1,116,773
10	Red Hat, Inc.*		457
15,490	VMware, Inc.*		1,377,216
	STORAGE DEVICES - 5.10%		1,558,620
10	EMC Corp.*		229
28,355	NetApp, Inc.*		1,558,391
	EXCHANGE TRADED FUNDS - 3.00%		918,561
	(Cost $921,058)
57,590	Financial Select Sector SPDR		918,561
	TOTAL INVESTMENT SECURITIES - 99.61%		30,444,073
	(Cost $29,828,457)
	OTHER ASSETS IN EXCESS OF LIABILITIES - 0.39%		118,403
	NET ASSETS - 100.00%	$	30,562,476
	Equivalent to $12.61 per share
	*Non-income producing
	ADR – American depositary receipt
	(see accompanying notes to financial statements)

5

STATEMENT OF ASSETS AND LIABILITIES – BERKSHIRE FOCUS FUND

December 31, 2010

ASSETS
Investment securities:
At cost	$	29,828,457
At value	$	30,444,073
Cash		338,363
Receivable for securities sold		307,803
Receivable for capital shares sold		53,690
Total Assets		31,143,929
LIABILITIES
Payable for securities purchased		309,418
Payable for capital shares redeemed		223,064
Payable to affiliate (Note 5)		48,870
Accrued expenses		101
Total Liabilities		581,453
NET ASSETS	$	30,562,476
Net assets consist of:
Paid in capital	$	46,898,491
Accumulated net realized losses from security transactions		(16,951,631	)
Net unrealized appreciation on investments		615,616
Net Assets	$	30,562,476
Shares of beneficial interest issued and outstanding
(unlimited number of shares authorized, without par value)		2,423,475
Net asset value and offering price per share	$	12.61
Minimum redemption price per share*	$	12.36

*The Fund will impose a 2.00% redemption fee on shares redeemed within 90 calendar days of purchase.

(see accompanying notes to financial statements)

6

STATEMENT OF OPERATIONS – BERKSHIRE FOCUS FUND

For the Year Ended December 31, 2010

INVESTMENT INCOME
Interest	$	90
Dividends		25,286
Total Investment Income		25,376
EXPENSES
Investment advisory fees (Note 5)		280,450
Administrative fees (Note 5)		93,483
Interest expense		571
Total Expenses		374,504
NET INVESTMENT LOSS		(349,128	)
REALIZED AND UNREALIZED
GAINS (LOSSES) ON INVESTMENTS
Net realized gains from security transactions		7,270,597
Net change in unrealized appreciation (depreciation) on investments		(133,474	)
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS		7,137,123
NET INCREASE IN NET ASSETS
FROM OPERATIONS	$	6,787,995
(see accompanying notes to financial statements)

7

STATEMENTS OF CHANGES IN NET ASSETS – BERKSHIRE FOCUS FUND

For the Years Ended December 31, 2010 and December 31, 2009

		Year			Year
		Ended			Ended
		12/31/10			12/31/09
FROM OPERATIONS:
Net investment loss	$	(349,128	)	$	(203,486	)
Net realized gains from security transactions		7,270,597			3,060,256
Net change in unrealized appreciation
(depreciation) on investments		(133,474	)		4,580,839
Net increase in net assets from operations		6,787,995			7,437,609
FROM CAPITAL SHARE TRANSACTIONS:
Proceeds from shares sold		12,466,562			9,129,841
Proceeds from redemption fees (Note 6)		8,782			23,714
Payments for shares redeemed		(7,520,048	)		(5,175,787	)
Net increase in net assets from capital share transactions		4,955,296			3,977,768
TOTAL INCREASE IN NET ASSETS		11,743,291			11,415,377
NET ASSETS:
Beginning of period		18,819,185			7,403,808
End of period	$	30,562,476		$	18,819,185
CAPITAL SHARE ACTIVITY:
Shares sold		1,042,110			1,348,042
Shares redeemed		(791,112	)		(746,190	)
Net increase in shares outstanding		250,998			601,852
Shares outstanding, beginning of period		2,172,477			1,570,625
Shares outstanding, end of period		2,423,475			2,172,477

(see accompanying notes to financial statements)

8

FINANCIAL HIGHLIGHTS – BERKSHIRE FOCUS FUND

Selected Per Share Data and Ratios for a Share Outstanding Throughout Each Period

			Year			Year			Year			Year			Year
			Ended			Ended			Ended			Ended			Ended
		12/31/10				12/31/09			12/31/08			12/31/07			12/31/06
NET ASSET VALUE,
BEGINNING OF PERIOD	$	8.66			$	4.71		$	11.03		$	7.93		$	7.61
INCOME FROM INVESTMENT OPERATIONS:
Net investment loss(a)			(0.14	)		(0.09	)		(0.16	)		(0.15	)		(0.02	)
Net realized and unrealized gains
(losses) on investments			4.09			4.03			(6.17	)		3.25			0.34
Total from investment operations			3.95			3.94			(6.33	)		3.10			0.32
Proceeds from redemption fees			0.00	(b)		0.01			.00.01			-			-
NET ASSET VALUE,
END OF PERIOD	$	12.61			$	8.66		$	4.71		$	11.03		$	7.93
TOTAL RETURN(c)			45.61	%		83.86	%		(57.30	%)		39.09	%		4.20	%
SUPPLEMENTAL DATA AND RATIOS:
Net assets at end of period (thousands)       $			30,562		$	18,819		$	7,404		$	21,525		$	14,431
Ratio of expenses to average net assets			2.00	%(h)		2.00	%(g)		2.00	%(f)		2.00	%(e)		2.00	%(d)
Ratio of net investment loss to
average net assets			(1.87	%)		(1.50	%)		(1.68	%)		(1.94	%)		(0.21	%)
Portfolio turnover rate(i)			950.5	%		833.0	%		539.9	%		446.6	%		386.2	%

(a) Net investment loss per share is calculated using ending balances prior to consideration or adjustment for permanent book and tax differences.
(b) Amount is less than $0.01 per share.
(c) Total return represents the rate that the investor would have earned or (lost) on an investment in the fund assuming reinvestment of dividends.
(d) For the year ended December 31, 2006 the ratio of expenses to average net assets excludes interest expense. The ratio including interest expense would be 2.02%.
(e) For the year ended December 31, 2007 the ratio of expenses to average net assets excludes interest expense. The ratio including interest expense would be 2.01%.
(f) For the year ended December 31, 2008 the ratio of expenses to average net assets excludes interest expense. The ratio including interest expense would be 2.01%.
(g) For the year ended December 31, 2009 the ratio of expenses to average net assets excludes interest expense. The ratio including interest expense would be 2.00%.
(h) For the year ended December 31, 2010 the ratio of expenses to average net assets excludes interest expense. The ratio including interest expense would be 2.00%.
(i) Portfolio turnover is greater than most funds due to the investment style of the Fund.

(see accompanying notes to financial statements)

9

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

1. Organization

     The Berkshire Focus Fund (the “Fund”) is a non-diversified series of The Berkshire Funds (the “Trust”), 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 Delaware business trust on November 25, 1996. The Fund commenced operations on July 1, 1997. The Fund’s investment objective is to seek long-term capital appreciation through investments in equity securities.

2. Significant Accounting Policies

The following is a summary of the Trust’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 (the “NYSE”), 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 NYSE, 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.

     In accordance with U.S. generally accepted accounting principles (“GAAP”), fair value is defined as the price that the Fund would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in the principal market, or in the absence of a principal market the most advantageous market for the investment or liability. GAAP establishes a three-tier hierarchy to distinguish between (1) inputs that reflect the assumptions market participants would use in pricing an asset or liability developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing an asset or liability developed based on the best information available in the circumstances (unobservable inputs) and to establish classification of fair value measurements for disclosure purposes. Various inputs are used in determining the value of the Fund’s investments. The inputs are summarized in the three broad levels listed below:

Level 1 – quoted prices in active markets for identical investments.

Level 2 – other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

10

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

     The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of December 31, 2010:

		Level 1	Level 2	Level 3		Total
Common Stocks
Internet Software & Services	$	7,603,526	–	–	$	7,603,526
Computer Hardware		4,610,995	–	–		4,610,995
Diversified Banks		3,002,286	–	–		3,002,286
Semiconductors		2,872,545	–	–		2,872,545
Software		2,494,446	–	–		2,494,446
Apparel Clothing & Footware		2,264,775	–	–		2,264,775
Networking & Telecom Equipment		2,218,075	–	–		2,218,075
Storage Devices		1,558,620	–	–		1,558,620
Investment Banking		1,467,196	–	–		1,467,196
Biotechnology		842,422	–	–		842,422
Restaurants		590,131	–	–		590,131
Communications Equipment		495	–	–		495
Total Common Stocks		29,525,512	–	–		29,525,512
Exchange Traded Funds		918,561	–	–		918,561
Total Investments	$	30,444,073	–	–	$	30,444,073

     In January 2010, FASB issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements (ASU 2010-06). ASU 2010-06 requires new disclosures regarding transfers in and out of Levels 1 and 2 (effective for interim and annual periods beginning after December 15, 2009), as well as additional details regarding Level 3 transaction activity (effective for interim and annual periods beginning after December 15, 2010). There were no significant transfers into or out of Level 1 and Level 2 fair value measurements during the reporting period, as compared to their classification from the prior annual report. The Fund did not hold any Level 3 securities during the year ended December 31, 2010.

     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. Distributions to shareholders are recorded on the ex-dividend date. Dividends from net investment income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

     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 GAAP 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 income and expenses during the reporting period. Actual results could differ from those estimates.

11

NOTES TO FINANCIAL STATEMENTS

December 31,  2010

     Federal income tax — The Fund intends to comply with the requirements of Subchapter M of the Internal Revenue Code (the “Code”) necessary to qualify as a regulated investment company. 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.

     As of and during the year ended December 31, 2010 the Fund did not have a liability for any unrecognized tax benefits. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as other expense on the statement of operations. During the year, the Fund did not incur any tax-related interest or penalties. The Fund is not subject to examination by U.S. federal tax authorities for tax years before 2007.

     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.

     Other — The treatment for financial reporting purposes of distributions made to shareholders during the year from net investment income or net realized capital gains may differ from their ultimate treatment for federal income tax purposes. These differences are caused primarily by differences in the timing of the recognition of certain components of income, expense or realized capital gain for federal income tax purposes. Where such differences are permanent in nature, they are reclassified in the components of the net assets based on their ultimate characterization for federal income tax purposes. Any such reclassifications will have no effect on net assets, results of operations or net asset value per share of the Fund. For the year ended December 31, 2010, the Fund increased accumulated net investment income by $349,128, increased accumulated net realized gains (losses) from security transactions by $49,140,326 and decreased paid in capital by $49,489,454.

3. Investment Transactions

     Purchases and sales of investment securities (excluding short-term instruments) for the year ended December 31, 2010 were $184,273,993 and $179,706,689, respectively. There were no purchases or sales of U.S. Government securities for the Fund.

4. Tax Information

As of December 31, 2010, the components of accumulated earnings (deficit) on a tax basis were as follows:

Federal income tax cost	$	29,831,612
Gross unrealized appreciation	$	1,069,068
Gross unrealized depreciation			(456,607	)
Net unrealized appreciation			612,461
Undistributed ordinary income			–
Accumulated losses			(16,948,476	)
Total accumulated losses	$		(16,336,015	)

12

NOTES TO FINANCIAL STATEMENTS

December 31,  2010

The cost basis of investments for tax and financial reporting purposes differs primarily due to the deferral of capital losses from wash sales.

There were no distributions paid during the year ended December 31, 2010 or the year ended December 31, 2009.

At December 31, 2010, the Fund had the following capital loss carryforwards for tax purposes:

	Capital Loss Carryforward	Date of Expiration
$	5,953,640	12/31/16
$	542,380	12/31/12
$	10,452,456	12/31/11

To the extent these loss carryforwards are used to offset future capital gains, it is probable that the amount, which is offset, will not be distributed to shareholders.

5. Related Party Transactions, Investment Advisory and Administrative Fees

     Certain Officers and Trustees of the Trust are also Officers and Directors of Berkshire Capital Holdings, Inc. (“Berkshire Capital”). The non-interested Trustees of the Fund were paid $4,393 in Trustee fees and expenses directly by Berkshire Capital during the year ended December 31, 2010.

     The Fund has an Investment Advisory Agreement (the “Advisory Agreement”) and a separate Administration Agreement with Berkshire Capital. Under the Advisory Agreement, Berkshire Capital will determine what securities will be purchased, retained or sold by the Fund on the basis of a continuous review of the portfolio. For the services it provides under the Advisory Agreement, Berkshire Capital receives a fee accrued each calendar day (including weekends and holidays) at a rate of 1.50% per annum of the daily net assets of the Fund. Under the Administration Agreement, Berkshire Capital renders all administrative and supervisory services of the Fund, as well as facilities furnished and expenses assumed. For these services, Berkshire Capital receives a fee at the annual rate of 0.50% of the Fund’s average daily net assets up to $50 million, 0.45% of average net assets from $50 million to $200 million, 0.40% of average net assets from $200 million to $500 million, 0.35% of average net assets from $500 million to $1 billion and 0.30% of average net assets in excess of $1 billion. Such fee is computed as a percentage of the Fund’s daily net assets and is accrued each calendar day (including weekends and holidays). For the year ended December 31, 2010, Berkshire Capital was paid an investment advisory fee of $280,450 and an administration fee of $93,483 from the Fund. The amount due to Berkshire Capital for these fees at December 31, 2010 totaled $48,870.

6. Redemption Fee

     On October 12, 2006 the Board of Trustees unanimously approved a redemption fee of 2.00% on shares held for 90 days or less, to become effective January 1, 2008, or thereafter as reasonably practical. For the year ended December 31, 2010, proceeds from redemption fees were $8,782.

13

NOTES TO FINANCIAL STATEMENTS

December 31, 2010

7. Beneficial Ownership

     The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the Fund, under Section 2(a)(9) of the Investment Company Act of 1940. At December 31, 2010, Charles Schwab & Co. and National Financial Services Corp. owned 30.09% and 25.65% of the Fund, respectively.

8. The RIC Modernization Act

     On December 22, 2010, The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed by the President. The Modernization Act is the first major piece of legislation affecting Regulated Investment Companies (“RICs”) since 1986 and it modernizes several of the federal income and excise tax provisions related to RICs. Some highlights of the enacted provisions are as follows:

    New capital losses may now be carried forward indefinitely, and retain the character of the original loss. Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital, irrespective of the character of the original loss.

     The Modernization Act contains simplification provisions, which are aimed at preventing disqualification of a RIC for “inadvertent” failures of the asset diversification and/or qualifying income tests. Additionally, the Modernization Act exempts RICs from the preferential dividend rule, and repealed the 60-day designation requirement for certain types of pay-through income and gains.

     Finally, the Modernization Act contains several provisions aimed at preserving the character of distributions made by a fiscal year RIC during the portion of its taxable year ending after October 31 or December 31, reducing the circumstances under which a RIC might be required to file amended Forms 1099 to restate previously reported distributions.

     Except for the simplification provisions related to RIC qualification, the Modernization Act is effective for taxable years beginning after December 22, 2010. The provisions related to RIC qualification are effective for taxable years for which the extended due date of the tax return is after December 22, 2010. Management is currently evaluating the implications of the Modernization Act and the impact on the Fund’s financial statements, if any, is currently being assessed.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

TO THE SHAREHOLDERS AND BOARD OF TRUSTEES

The Berkshire Funds
San Jose, California

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of Berkshire Focus Fund (the “Fund”), a series of The Berkshire Funds, as of December 31, 2010, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of Fund 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 the standards of the Public Company Accounting Oversight Board (United States). 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 securities owned as of December 31, 2010 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 the Berkshire Focus Fund as of December 31, 2010, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

Cohen Fund Audit Services, Ltd.

Westlake, Ohio
February 28, 2011

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ADDITIONAL INFORMATION
(unaudited )

EXPENSE EXAMPLE

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, and (2) ongoing costs, including advisory fees, administrative fees and interest expense. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested in the Fund on July 1, 2010 and held through December 31, 2010.

Actual Expenses

The first line of the table on the following page provides information about actual account values and actual expenses. Although the Fund charges no sales load or transaction fees, you will be assessed fees for outgoing wire transfers, returned checks and stop payment orders at prevailing rates charged by Mutual Shareholder Services, LLC, the Fund’s transfer agent. If you request that a redemption be made by wire transfer, currently a $20.00 fee is charged by the Fund’s transfer agent. IRA accounts will be charged an $8.00 annual maintenance fee. To the extent the Fund invests in shares of other investment companies as part of its investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Fund invests in addition to the expenses of the Fund. Actual expenses of the underlying funds are expected to vary among the various underlying funds. These expenses are not included in the example. The example includes advisory fees, administrative fees and interest expense. However, the example does not include portfolio trading commissions and related expenses and other extraordinary expenses as determined under generally accepted accounting principles. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5%

16

ADDITIONAL INFORMATION
(unaudited)

hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

						Expenses Paid
		Beginning		Ending		During the Period*
		Account Value		Account Value		July 1, 2010 to
		July 1, 2010		December 31, 2010		December 31, 2010
Actual	$	1,000.00	$	1,426.50	$	12.23
Hypothetical	$	1,000.00	$	1,015.12	$	10.16
(5% annual return
before expenses)

*Expenses are equal to the Fund’s annualized expense ratio of 2.00%, multiplied by the average account value over the period, multiplied by 184/365 to reflect the one-half year period.

OTHER INFORMATION

Proxy Voting Guidelines

Berkshire Capital Holdings, Inc., the Fund’s Adviser, is responsible for exercising the voting rights associated with the securities held by the Fund. A description of the policies and procedures used by the Adviser in fulfilling this responsibility and a record of the Fund’s proxy votes for the most recent twelve month period ended June 30, are available without charge, upon request, by calling toll free 1-877-526-0707. They are also available on the Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov.

Quarterly Filing of Portfolio Holdings

The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund’s Forms N-Q are available on the SEC’s website at http://www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information on the operation of the Public Reference Room may be obtained by calling 1-202-551-8090 (direct) or 1-800-SEC-0330 (general SEC number).

17

ADDITIONAL INFORMATION
(unaudited)

TRUSTEE AND OFFICER INFORMATION

The business and affairs of the Fund are managed under the direction of the Fund’s Board of Trustees. Information pertaining to the Trustees and Officers of the Fund is set forth below. The SAI includes additional information about the Fund’s Trustees and Officers and is available without charge, upon request, by calling toll-free 1-877-526-0707.

Interested Trustees and Officers
				Number of
		Term of		portfolios in	Other
		office and	Principal	fund complex       directorships
	Position(s) held	length of	occupation during	overseen by	held by trustee
Name, address and age	with trust	time served	past five years	trustee	and officer
Malcolm R. Fobes III*	Trustee, President,	Indefinite;	Chairman and CEO;	1	Independent
475 Milan Drive, Suite #103	Treasurer, Secretary,	Since 1996	Berkshire Capital		Director; United
San Jose, CA 95134	Chief Investment		Holdings, Inc.		States Oil Fund,
Age: 46	Officer, Chief Financial		(1993 – present)		United States
	Officer and Chief				Natural Gas Fund,
	Compliance Officer				United States 12
					Month Oil Fund,
					United States
					Gasoline Fund,
					United States
					Heating Oil Fund,
					United States
					Short Oil Fund,
					United States 12
					Month Natural
					Gas Fund, United
					States Brent Oil
					Fund, United
					States Commodity
					Index Funds Trust

*      Trustees who are considered “interested persons” as defined in Section 2(a)(19) of the Investment Company Act of 1940 by virtue of their affiliation with the Investment Adviser.

Disinterested Trustees
				Number of
		Term of		portfolios in
		office and	Principal	fund complex          Other
	Position held	length of	occupation during	overseen by	directorships
Name, address and age	with trust	time served	past five years	trustee	held by trustee
Leland F. Smith	Independent	Indefinite;	Chairman and CEO;	1	None
475 Milan Drive, Suite #103	Trustee	Since 1997	Elesco Ltd.*
San Jose, CA 95134			(1989 – present)
Age: 72
Andrew W. Broer	Independent	Indefinite;	Global Data Center	1	None
475 Milan Drive, Suite #103	Trustee	Since 1998	Manager;
San Jose, CA 95134			Cisco Systems, Inc.
Age: 45			(1996 – present)

* Elesco Ltd. provides consulting services for corporations and government agencies in the field of land-use management.

18

ADDITIONAL INFORMATION
(unaudited)

APPROVAL OF INVESTMENT ADVISORY AGREEMENT

At an in-person meeting held on December 18, 2010, the Board of Trustees (“Trustees”), including a majority of Trustees that are not “interested” persons of the Fund (as that term is defined in the 1940 Act), re-approved the Advisory Agreement based upon its review of the qualitative and quantitative information provided by the Investment Adviser. The Trustees, pursuant to the advice of counsel regarding their fiduciary duties when re-approving the Advisory Agreement, considered, among other things, the following information regarding the Investment Adviser:

Nature, Extent and Quality of Services Provided by the Investment Adviser

The Trustees reviewed the nature, quality and scope of current and anticipated services provided by the Investment Adviser under the Advisory Agreement. The Trustees also analyzed the Investment Adviser’s experience and the capabilities of the Investment Adviser’s portfolio manager. For example, the Trustees reviewed and discussed the Investment Adviser's Form ADV and internal compliance policies, as well as the experience of the Investment Adviser as investment adviser or sub-adviser to other investment companies. In addition to the above considerations, the Trustees reviewed and considered a description of the Investment Adviser’s portfolio and brokerage transactions. Based on this review, the Trustees concluded that the range and quality of services to be provided by the Investment Adviser to the Fund were appropriate and continued to support its original selection of the Investment Adviser.

Costs of Services to the Fund

The Trustees discussed at length the advisory fee of 1.50%, noting that it fell within the 4th Quartile relative to similar funds within its benchmark category and asset range, as provided by Lipper, Inc. The Trustees also considered the 0.50% administrative fee and concluded that it was more appropriate to compare the Fund’s total expense ratio to those of similar funds within its benchmark category and asset range. The Trustees noted the Fund’s total expense ratio fell within the bottom of the 3rd Quartile and near the industry average when compared to its benchmark funds. The Trustees further noted that the Adviser paid all of the Fund’s expenses from the fees it received. The Trustees also considered that managing a technology fund requires more intensive research than the average mutual fund, which holds more securities and more stable stocks across various sectors. Based on this review, the Trustees concluded that the expense level of the Fund, as managed by the Investment Adviser, was satisfactory.

19

ADDITIONAL INFORMATION
(unaudited)

Investment Performance

The Trustees considered short-term and long-term investment performance for the Fund over various periods of time as compared to both relevant equity indices and the performance of the Fund’s Lipper, Inc. peer group universe. The Trustees noted in particular the strong investment performance delivered by the Adviser to the Fund over the past 1-year, 3-year and 5-year periods relative to its Lipper, Inc. peer group universe. They also took into consideration that the Fund tends to outperform its benchmarks in up markets and underperform in down markets. Based on this review, the Trustees concluded that the current and historical performance of the Fund, as managed by the Investment Adviser, was satisfactory.

Profitability of the Adviser

The Trustees considered the level of profits that could be expected to accrue to the Investment Adviser from the fee payable under the Advisory Agreement. In addition, the Trustees reviewed the current financial condition of the Investment Adviser and a summary of total expense ratios and management fees. The Trustees also discussed the existence of other compensation arrangements with the Investment Adviser. Based on this review, the Trustees concluded that the Fund’s advisory fee is competitive with those of comparable funds and that the Investment Adviser's profit margin was reasonable.

Economies of Scale

The Trustees received and considered information regarding whether there have been economies of scale with respect to the management of the Fund, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any further economies of scale. The Trustees noted that the total operating expenses of the Fund contain break-points and, accordingly, reflect the potential that economies of scale may be realized as the Fund grows.

Conclusion

The Trustees who are non-interested persons met separately to further discuss the performance of the Fund and the Adviser’s compensation. On the basis of its review and the foregoing information, the Board of Trustees determined that the Advisory Agreement, including the advisory fee rates payable thereunder, continued to be fair and reasonable in light of all relevant circumstances and concluded that it is in the best interest of the Fund and its shareholders to approve the Advisory Agreement.

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Item 2. Code of Ethics.

The Registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer. The Registrant has not made any amendments to its code of ethics during the period covered by this report. The Registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The Registrant’s Board of Trustees has determined that it does not have an audit committee financial expert serving on its audit committee. At this time, the Registrant believes that the experience provided by each member of the audit committee together offers the Registrant adequate oversight for the Registrant’s level of financial complexity.

Item 4. Principal Accountant Fees and Services.

The Registrant has engaged its principal accountant to perform audit services and audit-related services during the past two fiscal years. “Audit services” refer to performing an audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit. The following table details the aggregate fees billed for each of the last two fiscal years for audit fees and audit-related fees by the principal accountant.

	FYE		12/31/2010	FYE		12/31/2009
Audit Fees		$	12,500		$	10,500
Audit-Related Fees		$	0		$	0

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the Registrant, including services provided to any entity affiliated with the Registrant. All of the principal accountant’s hours spent on auditing the Registrant’s financial statements were attributed to work performed by full-time permanent employees of the principal accountant.

The following table indicates the non-audit fees billed by the Registrant’s accountant for services to the Registrant and to the Registrant’s investment adviser for the last two years. The audit committee of the Board of Trustees has considered whether the provision of non-audit services that were rendered to the Registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees	FYE		12/31/2010	FYE		12/31/2009
Registrant		$	0		$	0
Registrant’s Investment Adviser		$	0		$	0

Item 5. Audit Committee of Listed Registrants.

Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

Item 6. Investments.

Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

Not Applicable.

Item 11. Controls and Procedures.

(a)

The Registrant’s President, Treasurer and Chief Financial Officer has reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934. Based on this review, such officer has concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)

There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting.

2

Item 12. Exhibits.

(a)	(1) Any code of ethics or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Incorporated by reference to the Registrant’s Form N-CSR filed February 25, 2005.
	(2)	A separate certification for each principal executive and principal financial officer
	pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.
	(3)	Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or
	given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.
(b)	Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Furnished herewith.

3

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 The Berkshire Funds 

By	/s/ Malcolm R. Fobes III	.
	Malcolm R. Fobes III
	President and Treasurer
Date	3-7-11	.

     Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following person on behalf of the Registrant and in the capacities and on the date indicated.

By	/s/ Malcolm R. Fobes III	.
	Malcolm R. Fobes III
	President and Treasurer
Date	3-7-11	.

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