- ------------------------------------------------------------------------------ ============================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC. 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, 2003 Date of reporting period: June 30, 2003 ITEM 1. REPORT TO STOCKHOLDERS [GRAPHIC OMITTED] THE BERKSHIRE FUNDS 2003 Semi-Annual Report This report is provided for the general information of Berkshire Funds shareholders. It is not authorized for distribution unless preceded or accompanied by an effective prospectus, which contains more complete information about the 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(R) 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. Funds distributed by Rafferty Capital Markets, LLC. Cover: "Off to the Races" Kentucky Derby at Churchill Downs * ------------------------------- FUND OVERVIEW - BERKSHIRE FOCUS FUND June 30, 2003 (unaudited) The Fund normally concentrates its investments in a core group of 20-30 common stocks selected for their long-term growth potential. PERFORMANCE COMPARISON (Average annual total returns as of 6/30/03) - ------------------------------------------------------------------- YTD(1) 1 Year 3 Year 5 Year Since Inception(2) FOCUS FUND 34.12% -6.07% -53.80% -13.61% -9.34% - -------------------------------------------------------------------------------------- Dow Jones Industrial Average 9.01% -0.48% -3.03% 1.91% 4.53% S&P 500 Index(R) 11.76% 0.25% -11.19% -1.61% 3.09% NASDAQ Composite Index 21.81% 11.42% -25.50% -2.73% 2.33% - -------------------------------------------------------------------------------------- NET ASSETS - ------------------------------------------ 6/30/03 $32.2 Million NET ASSET VALUE - ------------------------------------------ Net Asset Value Per Share $5.11 TOP TEN HOLDINGS(3) - ------------------------------------------ Broadcom Corp., (Class A) 5.60% Juniper Networks, Inc. 5.20% Applied Micro Circuits Corp. 4.95% McDATA Corp., (Class A) 4.74% Analog Devices, Inc. 4.67% Marvell Technology Group Ltd. 4.66% PMC-Sierra, Inc. 4.54% Linear Technology Corp. 4.53% Intersil Corp., (Class A) 4.51% EMC Corp. 4.47% GROWTH OF $10,000(4) - --------------------------------------------- BERKSHIRE FOCUS FUND vs. THE S&P 500 INDEX(R) [GRAPHIC OMITTED] S&P 500 BERKSHIRE FOCUS INDEX(R) 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-97 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 JAN-00 16,344 44,376 FEB-00 16,035 62,228 MAR-00 17,602 60,272 APR-00 17,073 53,253 MAY-00 16,723 45,712 JUN-00 17,135 56,317 JUL-00 16,867 57,013 AUG-00 17,914 71,627 SEP-00 16,969 67,248 OCT-00 16,897 56,719 NOV-00 15,566 36,118 DEC-00 15,642 36,346 JAN-01 16,197 36,813 FEB-01 14,721 19,841 MAR-01 13,789 13,973 APR-01 14,859 19,624 MAY-01 14,959 17,418 JUN-01 14,595 16,440 JUL-01 14,451 13,397 AUG-01 13,548 10,257 SEP-01 12,454 6,498 OCT-01 12,691 8,845 NOV-01 13,665 10,518 DEC-01 13,785 10,116 JAN-02 13,583 10,464 FEB-02 13,321 8,171 MAR-02 13,822 9,649 APR-02 12,984 8,258 MAY-02 12,888 7,389 JUN-02 11,971 5,911 JUL-02 11,039 5,139 AUG-02 11,111 4,564 SEP-02 9,905 3,455 OCT-02 10,776 4,194 NOV-02 11,409 5,400 DEC-02 10,738 4,140 JAN-03 10,457 4,183 FEB-03 10,300 4,281 MAR-03 10,400 4,183 APR-03 11,257 4,857 MAY-03 11,850 5,791 JUN-03 12,002 5,552 SECTOR ALLOCATION(5) - ------------------------------------------ Semiconductors 48.29% Storage Devices 23.85% Networking Equipment 11.62% Semiconductor Capital Equipment 10.26% Software 3.28% Fiber Optic Components 2.85% (1) Not annualized. (2) The Fund's inception date was July 1, 1997. (3) Stated as a percentage of total net assets as of 6/30/03. 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. (4) 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. (5) Stated as a percentage of total net assets as of 6/30/03. 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. This Fund may concentrate 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 6/30/2003 - ------------------------------------------------------------------------------ * 2 * ------------------------------- LETTER TO THE SHAREHOLDERS [PHOTO] Dear Fellow Shareholders, For the six month period ended June 30, 2003, the Berkshire Focus Fund posted a total return of 34.12%. For comparative purposes, the Dow Jones Industrial Average gained 9.01%, the S&P 500 Index(R) increased 11.76%, and the Nasdaq Composite Index advanced 21.81% over the same period. Please see the accompanying financial statements for the Fund's longer-term performance. As always, all return data includes reinvested dividends but do not reflect the impact of taxes. It goes without saying that the past three years have been particularly difficult for investors in concentrated portfolios such as ours. With that said, we are pleased to report that since the markets hit bottom in early October our concentrated style of investing, coupled with our focus in the technology sector, resulted in the significant outperformance of our Fund relative to our equity market benchmarks. Turning to the first quarter of 2003, stocks struggled to maintain their footing almost from the outset due to the looming war with Iraq and the lingering economic effects from the outbreak of SARS. The market's slide would prove to be short-lived, however, as the indices quickly regained much of the ground lost in the weeks immediately preceding the war. Against the backdrop of aggressive tax cuts, historically low interest rates, a modest uptick in the economy and the conclusion of the war - investors rushed to embrace stocks. By the end of the second quarter, the markets had turned in their strongest three-month performance since 1998. Turning to the portfolio, our biggest percentage gainers during the period were concentrated in the Networking Equipment sector which included Foundry Networks (FDRY), Juniper Networks (JNPR) and Nortel Networks (NT). The Semiconductor sector, once again the Fund's most heavily weighted area, also turned in a decidedly strong performance. Applied Micro Circuits (AMCC), Broadcom (BRCM), Intersil (ISIL), Marvell Technology (MRVL) and PMC-Sierra (PMCS) all posted outsized gains in anticipation of a strong recovery in the Comm IC space. Also helping to boost our relative outperformance were our investments in the Storage Devices sector. Companies from this area included Brocade (BRCD), EMC (EMC), McDATA (MCDTA) and Network Appliance (NTAP). Finally, some new additions to the portfolio during the first half of the year included Altera (ALTR), Analog Devices (ADI), Foundry Networks (FDRY), McDATA (MCDTA), Nortel Networks (NT) and Vitesse Semiconductor (VTSS). We remain confident that over the next several years, the technology sector will once again be the leading driver of economic growth. Moreover, we believe that our investors will be rewarded for their commitment to a long-term investment strategy. As always, we thank you for your investment and continued confidence in our abilities. /s/ Malcolm R. Fobes III Malcolm R. Fobes III Chairman & Chief Executive Officer 3 * - ------------------------------------------------------------------------------ FINANCIAL STATEMENTS (unaudited) 6/30/2003 - ------------------------------------------------------------------------------ * 4 * ------------------------------- PORTFOLIO OF INVESTMENTS - BERKSHIRE FOCUS FUND June 30, 2003 (unaudited) Shares Value COMMON STOCKS - 100.15% $ 32,286,697 --------------------------------------------------------- (Cost $27,691,895) FIBER OPTIC COMPONENTS - 2.85% 919,975 --------------------------------------------------------- 262,850 JDS Uniphase Corp.* 919,975 NETWORKING EQUIPMENT - 11.62% 3,746,467 --------------------------------------------------------- 8,375 Cisco Systems, Inc.* 140,616 78,700 Foundry Networks, Inc.* 1,123,049 134,525 Juniper Networks, Inc.* 1,677,527 298,250 Nortel Networks Corp.* 805,275 SEMICONDUCTORS - 48.29% 15,567,418 --------------------------------------------------------- 81,800 Altera Corp.* 1,343,974 43,200 Analog Devices, Inc.* 1,504,224 264,250 Applied Micro Circuits Corp.* 1,596,070 72,475 Broadcom Corp., (Class A)* 1,805,352 54,625 Intersil Corp., (Class A)* 1,453,571 45,085 Linear Technology Corp. 1,459,852 43,705 Marvell Technology Group Ltd.* 1,501,267 39,120 Maxim Integrated Products, Inc. 1,333,992 124,900 PMC-Sierra, Inc.* 1,465,077 153,500 Vitesse Semiconductor Corp.* 750,615 53,495 Xilinx, Inc.* 1,353,424 SEMICONDUCTOR CAPITAL EQUIPMENT - 10.26% 3,306,140 --------------------------------------------------------- 83,925 Applied Materials, Inc.* 1,329,372 13,025 KLA-Tencor Corp.* 605,142 37,425 Novellus Systems, Inc.* 1,371,626 SOFTWARE - 3.28% 1,057,406 --------------------------------------------------------- 36,690 VERITAS Software Corp.* 1,057,406 STORAGE DEVICES - 23.85% 7,689,291 --------------------------------------------------------- 185,490 Brocade Communications Systems, Inc.* 1,096,246 137,600 EMC Corp.* 1,440,672 48,025 Emulex Corp.* 1,093,529 104,400 McDATA Corp., (Class A)* 1,529,460 76,750 Network Appliance, Inc.* 1,234,140 26,850 QLogic Corp.* 1,295,244 CASH EQUIVALENTS - 0.40% 128,019 --------------------------------------------------------- 128,019 First American Treasury Obligations Fund 128,019 TOTAL INVESTMENT SECURITIES - 100.55% 32,414,716 --------------------------------------------------------- (Cost $27,819,914) LIABILITIES IN EXCESS OF OTHER ASSETS - (0.55%) (175,937) --------------------------------------------------------- NET ASSETS - 100.00% $ 32,238,779 --------------------------------------------------------- Equivalent to $5.11 per share *Non-income producing (See accompanying notes to financial statements) 5 * ------------------------------- STATEMENT OF ASSETS AND LIABILITIES June 30, 2003 (unaudited) BERKSHIRE FOCUS FUND ASSETS - --------------------------------------------------------------------- Investment securities: At acquisition cost $ 27,819,914 ============= At market value $ 32,414,716 Cash 46,366 Receivable for capital shares sold 3,403 Receivable for securities sold 158,701 Interest receivable 150 ------------- TOTAL ASSETS 32,623,336 ------------- LIABILITIES - --------------------------------------------------------------------- Payable for capital shares redeemed 169,334 Payable for securities purchased 159,914 Payable to affiliates (Note 4) 55,035 Accrued expenses 274 ------------- TOTAL LIABILITIES 384,557 ------------- NET ASSETS $ 32,238,779 ===================================================================== Net assets consist of: Paid-in-capital $ 459,860,831 Accumulated net investment loss (254,243) Accumulated net realized losses from security transactions (431,962,611) Net unrealized appreciation on investments 4,594,802 ------------- NET ASSETS $ 32,238,779 ============= Shares of beneficial interest outstanding (unlimited number of shares authorized, no par value) 6,310,513 ============= Net asset value, offering price and redemption price per share $ 5.11 ============= (See accompanying notes to financial statements) 6 * ------------------------------- STATEMENT OF OPERATIONS For the Six Months Ended June 30, 2003 (unaudited) BERKSHIRE FOCUS FUND INVESTMENT INCOME - --------------------------------------------------------------------- Dividends $ 9,496 Interest 641 ------------- TOTAL INVESTMENT INCOME 10,137 ------------- EXPENSES - --------------------------------------------------------------------- Investment advisory fees 197,408 Administrative fees 65,803 Interest expense 1,169 ------------- TOTAL EXPENSES 264,380 ------------- NET INVESTMENT LOSS (254,243) - --------------------------------------------------------------------- REALIZED AND UNREALIZED GAINS (LOSSES) ON INVESTMENTS - --------------------------------------------------------------------- Net realized losses from security transactions (4,370,189) Net change in unrealized appreciation on investments 11,974,176 ------------ NET REALIZED AND UNREALIZED GAINS ON INVESTMENTS 7,603,987 ------------ NET INCREASE IN NET ASSETS FROM OPERATIONS $ 7,349,744 ============= (See accompanying notes to financial statements) 7 * ------------------------------- STATEMENTS OF CHANGES IN NET ASSETS - BERKSHIRE FOCUS FUND For the Periods Ended June 30, 2003 (unaudited) and December 31, 2002 Six Months Year Ended Ended 6/30/03 12/31/02 FROM OPERATIONS: - ---------------------------------------------------------------------------------------------- Net investment loss $ (254,243) $ (846,237) Net realized losses from security transactions (4,370,189) (49,694,504) Net change in unrealized appreciation on investments 11,974,176 11,954,232 -------------------------------- Net increase (decrease) in net assets from operations 7,349,744 (38,586,509) -------------------------------- FROM CAPITAL SHARE TRANSACTIONS: - ---------------------------------------------------------------------------------------------- Proceeds from shares sold 11,135,238 31,249,035 Payments for shares redeemed (8,735,398) (41,520,820) -------------------------------- Net increase (decrease) in net assets from capital share transactions 2,399,840 (10,271,785) -------------------------------- TOTAL INCREASE (DECREASE) IN NET ASSETS 9,749,584 (48,858,294) - ---------------------------------------------------------------------------------------------- NET ASSETS: - ---------------------------------------------------------------------------------------------- Beginning of period 22,489,195 71,347,489 -------------------------------- End of period $ 32,238,779 $ 22,489,195 ================================ Undistributed net investment income (loss): $ (254,243) $ 0 ================================ CAPITAL SHARE ACTIVITY: - ---------------------------------------------------------------------------------------------- Shares sold 2,424,117 4,841,345 Shares redeemed (2,010,111) (6,606,631) -------------------------------- Net increase (decrease) in shares outstanding 414,006 (1,765,286) Shares outstanding, beginning of period 5,896,507 7,661,793 -------------------------------- Shares outstanding, end of period 6,310,513 5,896,507 ================================ (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 Six Months Year Year Year Year Year Ended Ended Ended Ended Ended Ended 6/30/03 12/31/02 12/31/01 12/31/00 12/31/99 12/31/98 (unaudited) NET ASSET VALUE, BEGINNING OF PERIOD $ 3.81 $ 9.31 $ 33.45 $ 39.84 $ 16.44 $ 8.64 - ------------------------------------------------------------------------------------------------------------------ INCOME FROM INVESTMENT OPERATIONS: - ------------------------------------------------------------------------------------------------------------------ Net investment income (loss) (0.04)(A) (0.14)(A) (0.31)(A) (0.40)(A) (0.31) 0.03 Net realized and unrealized gains (losses) on investments 1.34 (5.36) (23.83) (5.99) 23.80 8.97 ---------------------------------------------------------------------- Total from investment operations 1.30 (5.50) (24.14) (6.39) 23.49 9.00 ---------------------------------------------------------------------- LESS DISTRIBUTIONS: - ------------------------------------------------------------------------------------------------------------------ Dividends from net investment income 0.00 0.00 0.00 0.00 0.00 (0.02) Distributions from net realized gains 0.00 0.00 0.00 0.00 (0.09) (1.18) ---------------------------------------------------------------------- Total distributions 0.00 0.00 0.00 0.00 (0.09) (1.20) ---------------------------------------------------------------------- NET ASSET VALUE, END OF PERIOD $ 5.11 $ 3.81 $ 9.31 $ 33.45 $ 39.84 $ 16.44 ================================================================================================================== TOTAL RETURN 34.12%(F) (59.08%) (72.17%) (16.04%) 142.90% 104.17% ================================================================================================================== SUPPLEMENTAL DATA AND RATIOS: - ------------------------------------------------------------------------------------------------------------------ Net assets at end of period (thousands) $ 32,239 $ 22,489 $ 71,347 $ 279,607 $ 33,600 $ 353 Ratio of expenses to average net assets: Before fee waiver 2.00%(E)(G) 1.99%(D) 1.97%(C) 1.95%(B) 1.89% 1.93% After fee waiver 2.00%(E)(G) 1.99%(D) 1.97%(C) 1.95%(B) 1.89% 0.00% Ratio of net investment income (loss) to average net assets: Before fee waiver (1.93%)(G) (1.97%) (1.89%) (1.75%) (1.71%) (1.66%) After fee waiver (1.93%)(G) (1.97%) (1.89%) (1.75%) (1.71%) 0.26% Portfolio turnover rate 90.7%(F) 165.8% 222.7% 166.4% 155.5% 136.0% (A) Net investment loss per share is calculated using ending balances prior to consideration or adjustment for permanent book and tax differences. (B) For the year ended December 31, 2000 the ratios of expenses to average net assets excludes interest expense. The ratios before and after expense reimbursement, including interest expense, would be 1.96% and 1.96% respectively. (C) For the year ended December 31, 2001 the ratios of expenses to average net assets excludes interest expense. The ratios before and after expense reimbursement, including interest expense, would be 1.98% and 1.98% respectively. (D) For the year ended December 31, 2002 the ratios of expenses to average net assets excludes interest expense. The ratios before and after expense reimbursement, including interest expense, would be 2.01% and 2.01% respectively. (E) For the six months ended June 30, 2003 the ratios of expenses to average net assets excludes interest expense. The ratios before and after expense reimbursement, including interest expense, would be 2.01% and 2.01% respectively. (F) Not annualized. (G) Annualized. (See accompanying notes to financial statements) 9 * ------------------------------- NOTES TO FINANCIAL STATEMENTS June 30, 2003 (unaudited) 1. Organization The 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. Share valuation - The net asset value per share for 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 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, which may differ from generally accepted accounting principles. 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. 10 * ------------------------------- NOTES TO FINANCIAL STATEMENTS June 30, 2003 (unaudited) 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. 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 - Generally Accepted Accounting Principles require that permanent financial reporting tax differences relating to shareholder distributions be reclassified to paid-in-capital. 3. Investment Transactions Purchases and sales of investment securities (excluding short-term instruments) for the six months ended June 30, 2003 were $25,903,329 and $23,706,376, respectively. There were no purchases or sales of U.S. Government securities for the Fund. Unrealized appreciation (depreciation) at June 30, 2003 based on cost of securities for federal tax purposes is as follows: Gross unrealized appreciation $ 6,103,600 Gross unrealized depreciation (1,508,798) - -------------------------------------------------- Net unrealized appreciation 4,594,802 ================================================== Cost of investments $ 27,819,914 The Fund intends to utilize provisions of the federal income tax laws which allow it to carry realized capital losses forward for eight years following the year of loss and offset such losses against any future realized capital gains. At December 31, 2002, the Fund had the following capital loss carry- forwards for tax purposes: Capital Loss Carryforward Date of Expiration ---------------------------------------------------- $ 56,400,653 12/31/10 $ 292,752,183 12/31/09 $ 63,553,796 12/31/08 11 * ------------------------------- NOTES TO FINANCIAL STATEMENTS June 30, 2003 (unaudited) 4. 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 Fund has an Investment Advisory Agreement and a separate Administration Agreement with Berkshire Capital. Under the terms of the Investment 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 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 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 six months ended June 30, 2003, Berkshire Capital was paid an investment advisory fee of $197,408 and an administration fee of $65,803 from the Fund. 5. Beneficial Ownership Disclosure 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. As of June 30, 2003, National Financial Services Corp. and Charles Schwab Corp. were record owners of 29.39% and 29.16%, respectively of the Fund. As a record owner of more than 25% of the voting securities of a fund, there is not necessarily a presumption of control of the fund. 12 * ------------------------------- NOTES TO FINANCIAL STATEMENTS June 30, 2003 (unaudited) 6. Distributions to Shareholders There were no distributions paid during the fiscal year ended December 31, 2002. The tax character of distributions paid during the fiscal years 2002 and 2001 was as follows: Distributions paid from: 2002 2001 - --------------------------------------------- Ordinary income $ 0 $ 0 Short-term capital gain 0 0 Long-term capital gain 0 0 - --------------------------------------------- Total distributions paid $ 0 $ 0 ============================================= As of December 31, 2002, the components of distributable earnings (accumulated losses) on a tax basis were as follows: Undistributed ordinary income $ 0 Undistributed long-term capital gain (accumulated losses) (412,706,632) Unrealized appreciation (depreciation) (22,265,164) - ----------------------------------------------------------------------------- Total accumulated earnings (deficit) $ (434,971,796) ============================================================================= The difference between book basis and tax basis unrealized depreciation is attributable primarily to the tax deferral of losses on wash sales. 13 * ------------------------------- NOTES 14 * ------------------------------- NOTES 15 * ------------------------------- NOTES 16 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, Chairman 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 Thompson Hine LLP 312 Walnut Street 14th Floor Cincinnati, OH 45202 INDEPENDENT AUDITOR McCurdy & Associates CPA's, Inc. 27955 Clemens Road Westlake, OH 44145 TRANSFER AGENT Mutual Shareholder Services, LLC 8869 Brecksville Road Suite C Brecksville, OH 44141 CUSTODIAN U.S. Bank, N.A 425 Walnut Street Cincinnati, OH 45202 DISTRIBUTOR Rafferty Capital Markets, LLC 59 Hilton Avenue Garden City, NY 11530 WEBSITE www.berkshirefunds.com ITEM 2. CODE OF ETHICS Not applicable for semi-annual reports. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT Not applicable for semi-annual reports. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES Not applicable for semi-annual reports. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS Not applicable to open-end investment companies. ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable to open-end investment companies. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES (a) Based on the evaluation of the Registrant's Disclosure Controls and Procedures as of a date within 90 days of the Filing Date, the Registrant's President and Treasurer/CFO has determined that the Disclosure Controls and Procedures (as defined in Rule 30a-2(c) under the Act) are designed to ensure that information required to be disclosed by the Registrant is recorded, processed, summarized and reported by the Filing Date, and that information required to be disclosed in the report is communicated to the Registrant's management, as appropriate, to allow timely decisions regarding required disclosure. (b) There were no significant changes in the Registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, and there were no corrective actions with regard to significant deficiencies and mater- ial weaknesses. ITEM 10.EXHIBITS (a) ANY CODE OF ETHICS OR AMENDMENT THERETO. Not applicable until annual filing. (b) CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002. Filed herewith. (c) CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002. Furnished herewith. 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, Treasurer and Chief Financial Officer Date: September 5, 2003 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 persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Malcolm R. Fobes III -------------------- Malcolm R. Fobes III President, Treasurer and Chief Financial Officer Date: September 5, 2003