Form 485BPOS BERKSHIRE FUNDS

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FUND SUMMARY

INVESTMENT OBJECTIVE
The Berkshire Focus Fund’s goal is to seek long-term growth of capital.

FEES AND EXPENSES OF THE FUND
This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees,
such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Shareholder Fees (fees paid directly from your investment)

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)

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Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual
funds. This example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at
the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating
expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Portfolio Turnover

The Fund generally pays transaction costs, such as brokerage commissions, when it buys and sells securities (or “turns
over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when
Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example above,
affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 1,599% of the average
value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

The Berkshire Focus Fund is a “non-diversified” portfolio and invests primarily in common stocks that are selected
for their long-term growth potential. The Fund may invest in companies of any size. The Fund concentrates its investments in the electronic
technology industry, which means more than 25%, and as much as 100%, of the Fund’s total assets can be invested in that particular
industry. The Fund will normally hold a core position of between 20 and 40 common stocks (common stocks with holdings of 10 shares are
not counted for this purpose), although the number of securities held by the Fund may occasionally exceed this range at times. In selecting
investments for the Fund, the investment adviser uses a “bottom-up” approach to stock selection. This approach to investing
refers to a selection process in which the

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Fund’s investment adviser looks at companies one at a time to determine if a company is an attractive investment
opportunity. The Fund may sell securities of a company if the investment adviser determines that the current market price exceeds the
value of the company, alternative investments present better potential for capital appreciation, or for other reasons. The Fund may invest
without limitation in foreign securities and certain types of exchange traded funds. Although some of the Fund’s holdings may produce
dividends, interest, or other income, current income is not a consideration when selecting the Fund’s investments. The Fund’s
investment adviser employs a flexible investment style and seeks to take advantage of opportunities as they arise. As a consequence of
the Fund’s investment strategy, the Fund generally has a high rate of portfolio turnover.

PRINCIPAL INVESTMENT RISKS

Your investment in the Fund is not guaranteed by any agency or program of the U.S. government or by any other person
or entity, and you could lose money investing in the Fund. Please keep in mind that any high double-digit returns are highly unusual
and cannot be sustained. The Fund’s performance or peer group ranking, especially for short time periods, should not be the sole
factor in making an investment decision. You should consider your own investment goals, time horizon and risk tolerance before investing
in the Fund. The principal risks associated with an investment in the Fund include the following:

Equity Securities and Market Risk. The financial risk that the investment adviser may select individual companies
that do not perform as anticipated, the risk that the stocks and markets in which the Fund invests may experience periods of turbulence
and instability, and the general risk that domestic and global economies and stock markets may go through periods of decline and cyclical
change.

Growth Securities Risk. Securities of companies perceived to be “growth” companies may be more volatile
than other stocks and may involve special risks. The price of a “growth” security may be impacted if the company does not realize
its anticipated potential or if there is a shift in the market to favor other types of securities.

Non-Diversification Risk. The Fund is classified as a “non-diversified” portfolio which means it may
hold fewer securities than a diversified fund because it may invest a greater percentage of its assets in a smaller number of securities.

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Industry Risk. The Fund concentrates its investments in the “electronic technology industry.” As a result,
the Fund is subject to the risk that stocks within the same industry will decline in price due to industry-specific market or economic
developments.

Small Company Risk. The Fund’s investments may be in companies that have small or medium market capitalizations
and may involve greater risks than are customarily associated with larger, more established companies. These companies tend to be less
liquid and have greater price volatility.

Portfolio Turnover Risk. The Fund may engage in short-term trading to try to achieve its investment objective
and is likely to have an annual portfolio turnover rate of over 100%. High rates of portfolio turnover (100% or more) entail transaction
costs that could impact the Fund’s performance, and may increase taxable distributions.

Foreign Investment Risk. The Fund may invest without limitation in companies that trade on U.S. exchanges as American
Depositary Receipts or on foreign exchanges. Investments in foreign securities are subject to risks of possible adverse political and
economic developments abroad. Foreign securities markets may also be less liquid and more volatile than U.S. markets.

Exchange Traded Fund Risk. An investment in an exchange traded fund carries security specific risk and market
risk. Also, if the sector of the market representing the underlying index or benchmark does not perform as expected for any reason, the
value of the investment in the exchange traded fund may decline.

Key Personnel Risk. If one or more key individuals become unavailable to the investment adviser, including the
Fund’s portfolio manager, who is important to the management of the Fund’s assets, the Fund could suffer material adverse effects,
including substantial share redemptions that could require the Fund to sell portfolio securities at times when markets are not favorable.

Other Risks. Unexpected local, regional or global events, such as war; acts of terrorism; financial, political
or social disruptions; natural, environmental or man-made disasters; the spread of infectious illnesses or other public health issues;
(such as the global pandemic coronavirus disease (COVID-19)); and recessions and depressions could have a significant impact on the Fund
and its investments and may impair market liquidity.

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PERFORMANCE

The following bar chart and table provide some indication of the risk of investing in the Fund. The bar chart shows changes
in the Fund’s performance from calendar year to year for the past ten years, together with the best and worst quarters during that
time. The table shows how the Fund’s average annual returns (before and after taxes) for the periods of one year, five years, and
ten years, compared to those of broad-based securities market indices. All presentations assume reinvestment of dividends and distributions.
As with all mutual funds, past performance (before and after taxes) is not necessarily an indication of future results.

CALENDAR YEAR TOTAL RETURNS

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect
the impact of state and local taxes. Your actual after-tax returns will depend on your tax situation and may differ from those shown.
After-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans
or individual retirement accounts.

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FUND MANAGEMENT

Investment Adviser: Berkshire Capital Holdings, Inc. (“Berkshire Capital” or “Adviser”)

Portfolio Manager: Malcolm R. Fobes III, Chief Investment Officer of Berkshire Capital, has served as portfolio
manager of the Fund since its inception in July 1997.

OTHER IMPORTANT INFORMATION REGARDING FUND SHARES

Purchase and Sale of Fund Shares

You may generally purchase or redeem shares of the Fund on any business day by written request, wire transfer, or by telephone.
You may conduct transactions by mail to the following address:

Berkshire Focus Fund
c/o Mutual Shareholder Services, LLC
8000 Town Centre Drive
Suite #400
Broadview Heights, OH 44147

Or by telephone at 1.877.526.0707. Purchase or redemption requests must be received in good order by the Fund’s
Transfer Agent prior to the close of the regular trading session of the New York Stock Exchange in order to receive that day’s net
asset value. For additional information, please refer to “Shareholder Information” in the Prospectus.

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Tax Information

The Fund intends to make distributions to its shareholders on an annual basis to the extent that it has income or gains
to distribute. Distributions may be taxed to shareholders as ordinary income or capital gains unless you are investing through a tax-deferred
arrangement, such as 401(k) plans or an individual retirement account. Such tax-deferred arrangements are taxed later upon withdrawal
of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the Fund through a broker-dealer or other financial intermediary (such as a bank), the Fund may pay the
intermediary from the Fund’s assets, or the investment adviser and/or the Fund’s distributor may pay the intermediary out of
their own funds and not as an expense of the Fund, for the sale of Fund shares and related services. These payments may create a conflict
of interest by influencing the broker-dealer or other financial intermediary to recommend the Fund over another investment. Consult with
your financial intermediary or visit their web-site for more information.

For More Information

Call the Berkshire Funds toll free at 1.877.526.0707 or visit us on the web at www.berkshirefunds.com.

The Berkshire Funds
228 Hamilton Avenue
3rd Floor
Palo Alto, CA 94301

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MORE INFORMATION ABOUT THE FUND

ADDITIONAL INFORMATION ABOUT THE INVESTMENT OBJECTIVES, INVESTMENT STRATEGIES AND RISKS

The Fund’s investment objective and principal investment strategies, and the main risks of investing in the Fund,
are summarized at the beginning of this prospectus. More information on investment strategies, investments and risks appears in this
section. These are the strategies that, in the opinion of the Fund’s Adviser, are most likely to be important in trying to achieve
the Fund’s investment objective. There can, of course, be no assurance that the Fund will achieve its investment objective.

The Fund’s Board of Trustees may change the Fund’s investment objective or non-fundamental principal investment
strategies without shareholder approval. The Fund will notify you in writing at least 60 days before making any such change it considers
material. If there is a material change to the Fund’s investment objective or principal investment strategies, you should consider
whether the Fund remains an appropriate investment for you.

THE PRINCIPAL INVESTMENT STRATEGIES

• The Fund normally concentrates its investments in a core group of 20-40 common stocks selected for their long-term growth potential
  (common stocks with holdings of 10 shares are not counted for this purpose). The number of securities held by the Fund may occasionally
  exceed this range at times such as when the portfolio manager is accumulating new positions, phasing out and replacing existing positions,
  or responding to exceptional market conditions.
• The common stocks held for investment are selected without regard to a company’s market capitalization, so the Fund’s investments
  may be in companies that have small, medium or large market capitalizations.
• The Fund concentrates its investments in the electronic technology industry, which means more than 25%, and as much as 100%, of the
  Fund’s total assets can be invested in that particular industry.
• The Fund invests primarily in growth companies whose revenues and earnings are likely to grow faster than the economy as a whole,
  offering above-average prospects for capital appreciation and little or no emphasis on dividend income.

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• The Fund is a “non-diversified” portfolio, which means it can invest in fewer securities at any one time than “diversified”
  portfolios.
• The Fund may engage in short-term trading to try to achieve its investment objective and is likely to have an annual portfolio turnover
  rate of over 100%. High rates of portfolio turnover (100% or more) entail transaction costs that could impact the Fund’s performance.
• Under adverse market conditions, when investment opportunities are limited, or in the event of exceptional redemption requests, the
  Fund may hold cash or cash-equivalents and invest without limit in obligations of the U.S. Government and its agencies and in money market
  securities, including high-grade commercial paper, certificates of deposit, repurchase agreements and short-term debt securities. Under
  these circumstances, the Fund may not participate in stock market advances or declines to the same extent it would had it remained more
  fully invested in common stocks. As a result, the Fund may not achieve its investment objective.

THE PRINCIPAL INVESTMENT SELECTION PROCESS

In selecting investments for the Fund, the Adviser uses a “bottom-up” approach to stock selection. This approach
to investing refers to a selection process in which the Fund’s Adviser looks at companies one at a time to determine if a company
is an attractive investment opportunity. In selecting investments for the Fund, the Adviser focuses on industry leaders with dominant
franchises and strong growth prospects. The Adviser also looks for individual companies or securities that are expected to offer earnings
growth potential that may not be recognized by the market at large. In determining whether a particular company or security may be a
suitable investment, the Adviser may focus on any of a number of different attributes that may include, without limitation, the company’s
specific market expertise or dominance; its franchise durability and pricing power; barriers to entry (including patents and other intellectual
property rights); product development; sustainable revenue and earnings growth; solid fundamentals (e.g., a strong balance sheet, improving
returns on equity, increasing profit margins, the ability to generate free cash flow, apparent use of conservative accounting standards,
and transparent financial disclosure); strong and ethical management; experienced, motivated, and creative management;

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commitment to shareholder interests; reasonable valuations in the context of projected growth rates; and other indications
that a company or security may be an attractive investment prospect. Although some of the Fund’s holdings may produce dividends,
interest, or other income, current income is not a consideration when selecting the Fund’s investments.

The core investments of the Fund generally may include established companies and securities that are expected to offer
long-term growth potential. However, the Fund’s portfolio also may typically include securities of young, relatively small companies
that are not yet broadly known, securities with more aggressive growth characteristics, and securities of companies undergoing significant
changes such as the introduction of a new product line, the appointment of a new management team, or an acquisition.

The Adviser may reduce or sell the Fund’s investments in portfolio securities if, in the opinion of the Adviser,
a security’s fundamentals change substantially, its price appreciation leads to substantial overvaluation in relation to the Adviser’s
estimates of future earnings and cash flow growth, to take advantage of more attractive investment opportunities, or for other reasons.

The Adviser may also implement fundamental security analysis of individual companies which have been identified through
the “bottom up” approach. As part of its fundamental research, the Adviser may rely upon specific sources of information including
general economic and industry data as provided by the U.S. Government, various trade associations and other sources, brokerage research
reports, and published corporate financial data such as annual reports, 10-Ks, and quarterly statements, as well as direct interviews
with company management. The Adviser may also review traditional financial data such as price-sales and earnings ratios, return on assets
and equity, gross and net margins, inventory turns, book value, and debt-equity ratios. The Adviser may, from time-to-time, employ dividend
and cash flow discounting models to determine the company’s intrinsic value which it then compares to the company’s current
share price.

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SOME DEFINED TERMS

About mutual funds: The Fund is mutual fund, which is a pooled investment vehicle that is professionally
managed and gives you the opportunity to participate in financial markets. The Fund strives to reach its stated goals, although no assurances
can be given that it will achieve those goals. Investments in the Fund are not bank deposits and are not insured by the Federal Deposit
Insurance Corporation (“FDIC”) or any other government agency. The Fund does not represent a complete investment program. Your
investment in the Fund is not guaranteed, and you could lose money by investing in the Fund.

Market capitalization is the most commonly used measure of the size and value of a company. A company’s
market capitalization is computed by multiplying the current share price by the total number of shares outstanding.

Equity mutual funds generally emphasize either “growth” or “value” styles of investing.
Growth funds invest in companies that exhibit faster-than-average growth in revenues and earnings. Value funds invest in companies that
appear underpriced according to certain financial measurements of their intrinsic worth or business prospects. The Fund invests primarily
in growth companies.

All mutual funds must elect to be “diversified” or “non-diversified.” A “diversified”
portfolio may not invest, with respect to 75% of its total assets, more than 5% of its total assets in the securities of any one issuer,
measured at the time of purchase or instead on a quarterly basis. In contrast, a “non-diversified” portfolio such as the Fund,
may not invest, with respect to 50% of its total assets, more than 5% of its total assets in the securities of any one issuer, measured
at the time of purchase or instead at the end of each fiscal quarter. As a result, the Fund has the ability to invest a greater percentage
of its assets in the securities of particular issuers compared to a “diversified” portfolio.

While the Fund reserves the right to take temporary defensive measures by holding all or a portion of
its assets in cash or money market instruments, it is important to note that the Fund’s primary intent is to be as fully invested
as possible at all times.

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The “top down” approach to investing is a method in which the Adviser first looks at trends
in the general economy, and next selects companies that should benefit from those trends. The “bottom up” approach to investing
refers to a selection process in which the Adviser looks at companies one at a time to determine if a company is an attractive investment
opportunity. The Adviser relies primarily on the “bottom up” approach in selecting portfolio securities for the Fund.

Fundamental vs. technical analysis: There are two major schools of stock market analysis used in determining
whether a particular stock or group of stocks are undervalued or overvalued relative to their current market price. The first major school
is “fundamental analysis” which relies on an analysis of the balance sheet and income statements of companies in order to forecast
their future stock price movements. The other major school is “technical analysis” which is not concerned with the financial
position of a company, but instead relies on price and volume movements through the use of charts and computer programs to identify and
project trends in a market or security. The Adviser primarily relies on fundamental analysis in selecting portfolio securities for the
Fund.

OTHER INVESTMENT STRATEGIES

GENERAL. The Fund invests primarily in common stocks and similar securities, including exchange traded funds, preferred
stocks, warrants, securities convertible into common stock and securities purchased on a when-issued basis.

SPECIAL SITUATIONS. The Fund may invest in special situations. A special situation arises when the Adviser believes
that the securities of an issuer will be recognized and appreciate in value due to a specific development with respect to that issuer.
Developments creating a special situation might include significant changes in a company’s allocation of its existing capital, a
restructuring of assets, a redirection of free cash flows, a new product or process, a technological breakthrough, a management change
or other extraordinary corporate event or a difference in market supply and demand for the security. The Fund’s performance could
suffer if the anticipated development in a “special situation” investment does not occur or does not attract the expected attention.

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PORTFOLIO TURNOVER. In general, the Fund intends to purchase securities for long-term investment. The Fund will,
however, sell any particular security and reinvest proceeds when it is deemed prudent by the Fund’s Adviser, regardless of the length
of the holding period. Short-term transactions may result from liquidity needs, securities having reached a price or yield objective,
changes in interest rates or the credit standing of an issuer, or by reason of economic or other developments not foreseen at the time
of the initial investment decision. The Fund may also sell one security and simultaneously purchase the same or a comparable security
to take advantage of short-term differentials in securities prices. Portfolio turnover is affected by market conditions, changes in the
size of the Fund, the nature of the Fund’s investments, and the investment style of the Adviser. Changes are normally made in the
Fund’s portfolio whenever the Adviser believes such changes are desirable. Portfolio turnover rates are generally not a factor in
making buy and sell decisions.

EXCHANGE TRADED FUNDS. While the Fund expects to invest primarily in equity securities, the Fund may also invest
in exchange traded funds (“ETFs”). Most ETFs are index funds that hold securities and attempt to replicate the performance
of a stock market index. ETFs can also be constructed to track a basket of stocks, which allow investors to benefit from the ownership
of securities in a particular sector, industry or group. Other types of ETFs include inverse and leveraged ETFs. Inverse ETFs seek investment
results that are the opposite of the daily performance of an underlying index or basket of stocks. Leveraged ETFs seek investment results
that are the underlying index or basket of stock’s performance times the stated multiple in the ETF’s objective. One of the
primary benefits of ETFs are that they can be bought and sold at current market prices at any time during the trading day. The Fund may
invest in ETFs for a variety of reasons such as, without limitation, to gain diversified exposure to investments in particular sectors,
industries, or countries and lessen the Fund’s exposure to any single stock, for exposure to other asset classes, for frequent trading
to take advantage of anticipated changes in market conditions or to invest in the direction of short-term market movements, for tactical
asset allocation strategies or to rebalance portfolio allocations, to help manage risk or seeking to enhance returns of the portfolio
through the use of inverse and leveraged ETFs, to manage cash, or for liquidity purposes. Although some ETFs may produce dividends, interest,
or other income, current income is not a consideration when selecting an ETF as an investment.

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FOREIGN SECURITIES. The Fund may invest without limitation in foreign securities. These investments may be publicly
traded in the United States as American Depositary Receipts or on a foreign exchange and may be bought and sold in a foreign currency.
The Adviser generally selects foreign securities on a stock-by-stock basis based on growth potential. Foreign investments are subject
to risks not usually associated with owning securities of U.S. issuers. These risks can include fluctuations in foreign currencies, foreign
currency exchange controls, political and economic instability, differences in financial reporting, differences in securities regulation
and trading, and foreign taxation issues.

OPTIONS AND OTHER DERIVATIVES. The Fund may use options on securities, securities indices and other types of derivatives
primarily for hedging purposes. The Fund may also invest, to a lesser degree, in these types of securities for non-hedging purposes,
such as seeking to enhance returns. Investments in options and other derivatives are not a principal investment strategy of the Fund.

Derivatives are financial instruments whose value depends upon, or is derived from, the value of the underlying investment,
pool of investments, or index. The Fund’s return on a derivative typically depends on the change in the value of the investment,
pool of investments, or index specified in the derivative instrument. Derivatives involve special risks and may result in losses. The
Fund will be dependent on the Adviser’s ability to analyze and manage these sophisticated instruments. The prices of derivatives
may move in unexpected ways, especially in abnormal market conditions. The Fund’s use of derivatives may also increase the amount
of taxes payable by shareholders.

FIXED INCOME SECURITIES. Under normal market conditions, the Fund may invest up to 15% of its total assets in
all types of fixed income securities, including U.S. government obligations, and up to 10% of its total assets in high-yield bonds. The
Fund may also purchase fixed income securities on a when-issued, delayed delivery, or forward commitment basis.

Fixed income securities are subject to credit risk and interest rate risk. Credit risk is the risk that the Fund could
lose money if an issuer of a fixed income security cannot meet its financial obligations or goes bankrupt. Interest rate risk is the
risk that the Fund’s investments in fixed income securities may fall when interest rates rise.

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Investments in high-yield bonds are considered to be more speculative than higher quality fixed income securities. They
are more susceptible to credit risk than investment-grade securities, especially during periods of economic uncertainty or economic downturns.
The value of lower quality securities are subject to greater volatility and are generally more dependent on the ability of the issuer
to meet interest and principal payments than higher quality securities. Issuers of high-yield securities may not be as strong financially
as those issuing bonds with higher credit ratings.

THE PRINCIPAL RISKS OF INVESTING IN THE FUND

GENERAL RISKS. Domestic and foreign economic growth and market conditions, interest rate levels, credit conditions,
volatility, and political events are among the many macro-economic factors affecting the securities and markets in which the Fund invests.
There is a risk that the Adviser will not accurately predict the direction of these and other factors and, as a result, the Adviser’s
investment decisions may not accomplish what they were intended to achieve. At times, the Fund also may not perform as well as benchmark
indices or peer funds. The Fund does not represent complete investment program. Your investment in the Fund is not guaranteed by any
agency or program of the U.S. government or by any other person or entity, and you could lose money investing in the Fund. You should
consider your own investment goals, time horizon and risk tolerance before you invest in the Fund.

EQUITY SECURITIES RISK. The Fund invests primarily in common stocks. As a result, the Fund and its shareholders
bear the risks associated with common stock investing. These risks include, without limitation, the risk that the Adviser may select
investment sectors, industries, or individual companies that do not perform as anticipated, the risk that the stocks and markets in which
the Fund invests may experience periods of turbulence and instability, and the general risk that domestic and global economies and stock
markets may go through periods of decline and cyclical change.

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Many factors may affect the performance of an individual company’s stock, such as the strength of its management,
the demand for its products or services, the sector or industry it operates in, or other company-specific or broader market factors.
The Fund invests primarily in the securities of companies that are selected for their long-term growth potential. The value of such companies
is in part a function of their expected earnings growth. Underperformance by a company may prevent the company from experiencing such
growth, which may prevent the Fund from realizing the potential value anticipated by the Adviser when it selected the company’s
securities for the Fund’s portfolio.

Overall stock market risks may affect the value of the Fund. Over time, market forces can be highly dynamic and can cause
stock markets to move in cycles, including periods when stock prices rise generally and periods when stock prices decline generally.
The value of the Fund’s investments may increase or decrease more than stock markets in general.

GROWTH SECURITIES RISK. The Fund invests in companies after assessing their growth potential. Securities of companies
perceived to be “growth” companies may be more volatile than other stocks and may involve special risks. If the Adviser’s
perception of a company’s growth potential is not realized, the securities purchased may not perform as expected, reducing the Fund’s
return. In addition, because different types of stocks tend to shift in and out of favor depending on market and economic conditions,
“growth” stocks may perform differently from the market as a whole and other types of securities. If growth stocks are out
of favor, sectors that are larger in a growth index (such as the NASDAQ 100 Index) may underperform, leading to Fund underperformance
relative to indices less biased toward growth stocks.

NON-DIVERSIFICATION RISK. As previously mentioned, the Fund is a “non-diversified” portfolio, which
means that it has the ability to take larger positions in a smaller number of securities than a portfolio that is “diversified.”
As a result, an increase or decrease in the value of a single security held by the Fund may have a greater impact on the Fund’s
net asset value and total return. Being non-diversified may also make the Fund more susceptible to financial, economic, political, or
other developments that may impact a security.

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INDUSTRY RISK. Industry risk is the possibility that stocks within the same industry will decline in price due
to industry-specific market or economic developments. To the extent that the Fund concentrates its investments in the electronic technology
industry, the Fund is subject to the risk that companies in that industry are likely to react similarly to legislative or regulatory
changes, adverse market conditions and/or increased competition affecting that market segment. Because of the rapid pace of technological
development, there is the risk that the products and services developed by these companies may become rapidly obsolete or have relatively
short product cycles. There is also the risk that the products or services offered by these companies will not meet expectations or even
reach the marketplace. These risks may be increased to the extent that the Fund’s portfolio is overweighted in a certain business
segment of the electronic technology industry (such as Semiconductors, for example). Although the Adviser currently believes that investments
by the Fund in the electronic technology industry will offer greater opportunity for growth of capital than investments in other industries,
such investments can fluctuate dramatically in value and will expose you to greater than average risk.

SMALL COMPANY RISK. The Fund’s investments in securities issued by small and mid-sized companies, which tend
to be smaller, start-up companies offering emerging products or services, may involve greater risks than are customarily associated with
larger, more established companies. For example, while small and mid-sized companies may realize more substantial growth than larger
or more established issuers, they may also suffer more significant losses as a result of their narrow product lines, limited operating
history, greater exposure to competitive threats, limited financial resources, limited trading markets, and the potential lack of management
depth. Securities issued by small and mid-sized companies tend to be more volatile and somewhat speculative than securities issued by
larger or more established companies and may underperform as compared to the securities of larger companies. These holdings are also
subject to wider price fluctuations and tend to be less liquid than stocks of larger companies, which could have a significant adverse
effect on the Fund’s returns, especially as market conditions change.

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PORTFOLIO TURNOVER RISK. Increased portfolio turnover may result in higher costs for brokerage commissions, dealer
mark-ups, and other transaction costs, and may also result in taxable capital gains. Higher costs associated with increased portfolio
turnover also may have a negative effect on the Fund’s performance. The “Financial Highlights” section of this Prospectus
shows the Fund’s historical turnover rates.

FOREIGN SECURITIES RISK. Investments in foreign securities may be riskier than U.S. investments because of factors
such as, without limitation, unstable international, political and economic conditions, currency fluctuations, foreign controls on investment
and currency exchange, foreign governmental control of some issuers, potential confiscatory taxation or nationalization of companies
by foreign governments, withholding taxes, a lack of adequate company information, less liquid and more volatile exchanges and/or markets,
ineffective or detrimental government regulation, varying accounting standards, political or economic factors that may severely limit
business activities, and legal systems or market practices that may permit inequitable treatment of minority and/or non-domestic investors.
Investments in foreign securities may involve these and other significant risks such as immature economic structures and less developed
and more thinly-traded securities markets. The performance of the Fund may be materially affected positively or negatively by foreign
currency strength or weakness relative to the U.S. dollar, particularly if the Fund invests a significant percentage of its assets in
foreign securities or other assets denominated in currencies other than the U.S. dollar.

EXCHANGE TRADED FUND RISK. The Fund may invest a substantial portion of its assets in ETFs. To the extent that
the Fund invests in ETFs, the Fund will indirectly bear its proportionate share of any expenses (such as operating expenses and advisory
fees) that may be paid by certain of the ETFs in which it invests. These expenses would be in addition to the advisory and other expenses
that the Fund bears in connection with its own operations. The Fund will also incur brokerage costs when it purchases ETFs. Investments
in certain ETFs also may be subject to substantial regulation, including potential restrictions on liquidity and potential adverse tax
consequences if the ETFs does not meet certain requirements. Correlation risk is the risk that the performance of an ETF may not completely
replicate the performance of the underlying index or basket of stocks. A number of factors may affect an ETF’s ability to achieve
a high degree of correlation with its benchmark, including fees, expenses, transaction costs, disruptions or illiquidity in the markets
for the securities or financial instruments in which the ETF invests, among other things. There can be no guarantee that an ETF will
achieve a high degree of correlation. Failure to achieve a high degree

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of correlation may prevent the Fund from achieving its investment objective. An investment by the Fund in ETFs may involve
these and other significant risks, such as the risks associated with inverse and leveraged ETFs. The compounding effect of a security’s
returns has a significant impact on all types of investments. As a result of compounding, inverse and leveraged ETFs have a single day
investment objective. An inverse ETF’s performance for periods greater than one day is likely to be either greater than or less
than the inverse of the index performance as stated in the ETF’s objective. Similarly, a leveraged ETF’s performance for periods
greater than one day is likely to be either greater than or less than the index performance times the stated multiple in the ETF’s
objective. This effect becomes more pronounced for these types of ETFs as market volatility increases. Investments by the Fund in inverse
and leveraged ETFs may magnify changes in the Fund’s share price and thus result in increased volatility of returns. These types
of investments may prevent the Fund from achieving its investment objective.

KEY PERSONNEL RISK. If one or more key individuals become unavailable to the Adviser and, in particular, the Fund’s
portfolio manager, who is important to the management of the Fund’s assets, the Fund could suffer material adverse effects, including
substantial share redemptions that could require the Fund to sell portfolio securities at times when markets are not favorable. If there
were changes in key personnel, there might be changes in the manner in which the investment objectives and policies of the Fund as set
forth in this prospectus are implemented.

OTHER RISKS. The Fund’s performance may be materially affected by unexpected local, regional or global events,
such as war; acts of terrorism; financial, political or social disruptions; natural, environmental or man-made disasters; the spread
of infectious illnesses or other public health issues; and recessions and depressions could have a significant impact on the Fund and
its investments and may impair market liquidity. Such events can cause investor fear, which can adversely affect the economies of nations,
regions and the market in general, in ways that cannot necessarily be foreseen. The increasing interconnectivity between global economies
and financial markets increases the likelihood that events or conditions in one region or financial market may adversely impact issuers
in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt
the global supply chain; in these and other circumstances, such risks might affect companies worldwide. As a result, local, regional
or global events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions or other
events could have a significant negative impact on global economic and market conditions.

20

The coronavirus disease 2019 (COVID-19) global pandemic and the aggressive responses taken by many governments or voluntarily
imposed by private parties, including closing borders, restricting international and domestic travel, and imposing prolonged quarantines
or similar restrictions, as well as the closure of, or operational changes to, many retail and other businesses, has had negative impacts,
and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other
significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may
be expected to impact the Fund and its investments.

PORTFOLIO HOLDINGS

A description of the Fund’s policies and procedures with respect to the disclosure of the Fund’s current portfolio
holdings is available in the Fund’s Statement of Additional Information (“SAI”). A schedule of the top ten portfolio holdings
of the Fund as they existed at the end of a given calendar quarter is generally posted on the Berkshire Funds web-site at www.berkshirefunds.com
within approximately 30 days after the end of that quarter.

FUND MANAGEMENT

THE INVESTMENT ADVISER

Berkshire Capital Holdings, Inc., located at 228 Hamilton Avenue, 3rd Floor, Palo Alto, California 94301, serves as the
investment adviser to the Fund under an Investment Advisory Agreement (the “Agreement”) with The Berkshire Funds (the “Trust”).
The Agreement provides that the Adviser will furnish continuous investment advisory and management services to the Fund. A discussion
regarding the basis for the Board of Trustees’ approval of the Agreement between the Fund and the Adviser is available in the Annual
Report to Shareholders for the year ended December 31, 2020. Berkshire Capital was organized in February 1993 and registered as an investment
adviser in October 1996. In addition to the Fund, Berkshire Capital can provide investment management services to other mutual funds
and, as of December 31, 2020, had approximately $943 million under management. Malcolm R. Fobes III is the founder, Chairman, Chief
Executive Officer and Chief Investment Officer of the Adviser.

21

The Adviser manages the investment portfolio of the Fund, subject to policies adopted by the Trust’s Board of Trustees.
Under the Agreement, the Adviser, at its own expense and without reimbursement from the Trust, furnishes office space and all necessary
office facilities, equipment and executive personnel necessary for managing the Fund. Berkshire Capital also pays the salaries and fees
of all officers and trustees of the Trust who are also officers, directors, or employees of Berkshire Capital, except as otherwise authorized
by the Trust’s Board of Trustees. The Adviser pays the salaries and fees of all other trustees of the Trust. For the fiscal year
ended December 31, 2020, the Adviser received a fee of 1.50% for investment advisory services performed as a percentage of the average
daily net assets of the Fund.

The Adviser (not the Fund) may pay certain financial institutions (which may include banks, brokers, securities dealers
and other industry professionals) a fee for providing distribution related services and/or for performing certain administrative servicing
functions for Fund shareholders to the extent these institutions are allowed to do so by applicable statute, rule or regulation. The
Fund may from time-to-time purchase securities issued by financial institutions that provide such services; however, in selecting investments
for the Fund, no preference will be shown for such securities.

THE PORTFOLIO MANAGER

Malcolm R. Fobes III is the Chief Investment Officer of Berkshire Capital and has over 24 years of experience as a securities
analyst and a portfolio manager. Mr. Fobes manages the investment program of the Fund and is primarily responsible for the day-to-day
management of the Fund’s portfolio. He has been the portfolio manager of the Fund since its inception in 1997. Mr. Fobes founded
Berkshire Capital in 1993 where he has been responsible for directing the company’s investment programs in both public and private
companies located in Silicon Valley. In addition to the Fund, Mr. Fobes also serves as an Independent Director and Chairman of the Audit
Committee for United States Commodity Funds, LLC. He has been listed with the CFTC as a Principal of United States Commodity Funds since
November 2005. Mr. Fobes holds a Bachelor of Science degree in Finance with a minor in Economics from San Jose State University in California.
The SAI provides additional information about the portfolio manager’s compensation, other accounts managed by the portfolio manager,
and the portfolio manager’s ownership of securities in the Fund.

22

SHAREHOLDER INFORMATION

PRICING OF FUND SHARES

The price you pay when purchasing a share of the Fund, and the price you receive upon redeeming or exchanging a share of
the Fund, is called the Fund’s net asset value per share (“NAV”). The NAV is calculated by taking the total value of the
Fund’s assets, subtracting its liabilities, and then dividing by the number of shares outstanding, rounded to the nearest cent.
This is a standard calculation, and forms the basis for all transactions involving buying, selling, exchanging or reinvesting Fund shares.
The NAV is generally calculated as of the close of trading on the New York Stock Exchange (“NYSE”) (usually 4:00 p.m. Eastern
Time) every day that the NYSE is open. In addition to Saturday and Sunday, the NYSE is closed on the following holidays: New Year’s
Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day, as observed.

All purchases, redemptions, exchanges or reinvestments of Fund shares will be priced at the next NAV calculated after your
order is received in good order by the Fund’s Transfer Agent. Your order must be placed with the Transfer Agent prior to the close
of the trading of the NYSE in order to be confirmed for that day’s NAV. In the case of certain authorized financial intermediaries
(e.g. brokerage firms or other financial institutions) that have made satisfactory payment or redemption arrangements with the Fund,
orders will be processed at the NAV per share next effective after receipt by such intermediary.

The Fund’s investments are valued at market value. If market prices are not readily available, or in the Adviser’s
opinion, market prices do not reflect fair value, or if an event occurs after the close of trading that materially affects fair value,
the Adviser will value the Fund’s investments at their fair value in accordance with procedures established by, and under the general
supervision of, the Fund’s Board of Trustees. The Fund may use pricing services to assist in determining the market value of the
Fund’s investments. The Fund may invest in portfolio securities or instruments that are primarily traded on foreign exchanges or
other markets that may be open on weekends or certain other days when

23

the Fund does not price its shares, or that may be closed on certain days when the Fund is open for business. The value
of these or other investments held by the Fund may change on days when shareholders will not be able to purchase, redeem or exchange
Fund shares.

The Fund will generally fair value price one or more of its portfolio securities if market prices for such securities
are not readily available, or if a significant event after market closing affects the value of the securities and renders the closing
quotations for the securities stale or unreliable. The Fund may use the fair value prices thereby determined in circumstances such as
when, without limitation, the Fund’s net asset value would be materially affected or in other circumstances when fair value pricing
is deemed appropriate. Such significant events could be company-specific (such as earnings reports, corporate actions and merger announcements),
country-specific (such as acts of terrorism, natural disasters and economic or political news), or global. The use of fair value pricing
may help to ensure that on average, foreign security prices (and Fund share prices) may better reflect the values of the securities at
the time the Fund’s NAV is calculated.

Fair value pricing also may at times result in portfolio security prices (and Fund share prices) that are less objective,
not verifiable from independent sources (other than fair value pricing services, if available) and less precise than closing foreign
market quotations as measures of market sentiment. To help address circumstances when significant events may materially affect the value
of foreign securities and render the closing market quotations for such securities stale or unreliable, the Board of Trustees has authorized
the use of a pricing service to assist the Fund in valuing certain securities listed or traded on foreign securities exchanges in the
Fund’s portfolios in certain circumstances when there is a significant change in the value of potentially related U.S.-traded securities,
as represented by, for example, the S&P 500 Index. The Fund may also fair value price certain of its foreign or domestic portfolio
securities in certain other circumstances when market quotations for a security may not be readily available, such as, without limitation,
if the exchange on which a security is principally traded closed early, or if trading in a particular security was halted during the
day and did not resume prior to the time when the Fund calculated its NAV.

24

INSTRUCTIONS FOR OPENING AND ADDING TO AN ACCOUNT

TO OPEN AN ACCOUNT

BY MAIL

Complete and sign the Account Application or an IRA Application.

Make your check payable to the Berkshire Focus Fund.

• For IRA accounts, please specify the year for which the contribution is to be made.

MAIL YOUR APPLICATION AND CHECK TO:

The Berkshire Funds
c/o Mutual Shareholder Services, LLC
8000 Town Centre Drive, Suite 400
Broadview Heights, OH 44147

BY OVERNIGHT DELIVERY, SEND TO:

The Berkshire Funds
c/o Mutual Shareholder Services, LLC
8000 Town Centre Drive, Suite 400
Broadview Heights, OH 44147

BY TELEPHONE

Telephone transactions may not be used for initial purchases.

TO ADD TO AN ACCOUNT

BY MAIL

Complete the investment slip that is included with your account statement, and write your account number on your check.
If you no longer have your investment slip, please reference your name, address, account number, and the Fund name on your check.

MAIL THE SLIP AND THE CHECK TO:

The Berkshire Funds c/o Mutual Shareholder Services, LLC 8000 Town Centre Drive, Suite 400 Broadview Heights, OH 44147

BY TELEPHONE

You must select this service on your account application before making your first telephone transaction. Thereafter, you
may call toll-free 1.877.526.0707 to purchase shares in an existing account. Your purchase will be effective at the NAV next computed
after your instruction is received in proper form by the Transfer Agent.

25

TO OPEN AN ACCOUNT

BY WIRE

Call 1.877.526.0707 for instructions prior to wiring the funds.

TO ADD TO AN ACCOUNT

BY WIRE

Send your investment to Huntington National Bank by following the instructions listed in the column to the left.

Send your investment to Huntington
National Bank with these instructions:

• Huntington National Bank 7 Easton Oval Columbus, OH 43219
• ABA#: 044000024
• Credit: MSS FBO Berkshire Focus Fund
• Account #: 01891662889
• Further credit:
  Your shareholder account name Your shareholder account number

TELEPHONE AND WIRE TRANSACTIONS

Only bank accounts held at domestic financial institutions that are Automated Clearing House (ACH) members can be used
for telephone transactions. It takes 15 calendar days after receipt by the Fund of your bank account information to establish this feature.
Purchases by ACH transfer may not be made during this time. With respect to purchases made by telephone, the Fund and its agents will
employ reasonable procedures to confirm that instructions communicated by telephone are genuine. Such procedures may include, among others,
requiring some form of personal identification prior to acting upon telephone instructions, providing written confirmation of all such
transactions, and/or tape recording all telephone instructions. If reasonable procedures are followed, the Fund or its agents will not
be liable for any loss, cost or expense for acting upon telephone instructions believed to be genuine or for any unauthorized telephone
transactions.

If you purchase your initial shares by wire, the Transfer Agent first must have received a completed Account Application
and issued an account number to you. The account number must be included in the wiring instructions as set forth above.

26

The Transfer Agent must receive your Account Application to establish shareholder privileges and to verify your account
information. Payment of redemption proceeds may be delayed and taxes may be withheld unless the Transfer Agent receives a properly completed
and executed Account Application.

ADDITIONAL PURCHASE INFORMATION

If you redeem your investment shortly after your purchase, you should be aware that your investment may be subject to
redemption fees for short-term trades as discussed in “Frequent Purchases and Redemptions of Fund Shares” later in this Prospectus.
The Fund may hold redemption proceeds until the proceeds used to purchase shares have been collected (e.g., your check has cleared, or
your ACH payments have been received), but in no event for more than 10 calendar days. If you fail to provide and certify to the accuracy
of your Social Security Number or Taxpayer Identification Number, the Fund will be required to withhold 25% of all dividends, distributions
and payments, including your redemption proceeds.

Please note that the Fund is offered and sold only to persons residing in the U.S. or Puerto Rico. Applications will
only be accepted if they contain a U.S. or Puerto Rico address. This Prospectus should not be considered a solicitation to buy or an
offer to sell shares of the Fund in any jurisdiction where it would be unlawful under the securities laws of that jurisdiction.

All purchases must be made in U.S. dollars and checks must be drawn on U.S. banks. No cash, money orders, travelers checks,
credit cards, credit card checks, third party checks or other checks deemed to be high-risk checks will be accepted. A $25 fee will
be charged against your account for any payment check returned to the Transfer Agent or for any incomplete ACH or other electronic funds
transfer, or for insufficient funds, stop payment, closed account or other reasons. You will also be responsible for any losses suffered
by the Fund as a result. The Fund may redeem shares you own in this or any identically registered Berkshire Funds account as reimbursement
for any such losses. Any profit on redeemed shares will accrue to the Fund. The Fund reserves the right to reject any purchase order
for Fund shares and to involuntarily redeem any account holder’s shares under certain other circumstances as permitted under the
1940 Act.

27

CUSTOMER IDENTIFICATION INFORMATION

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial
institutions to obtain, verify and record information that identifies each person that opens a new account, and to determine whether
such person’s name appears on government lists of known or suspected terrorists and terrorist organizations.

As a result, the Fund must obtain the following information for each person that opens a new account:

• Name;
• Date of birth (for individuals);
• Residential or business street address (post office box numbers may also be provided for mailing purposes); and
• Social Security Number, Taxpayer Identification Number or other identifying number.

You may also be asked for a copy of your driver’s license, passport or other identifying document in order to verify
your identity. In addition, it may be necessary to verify your identity by cross-referencing your identification information with a consumer
report or other electronic database. Additional information may be required to open accounts for corporations and other entities. In
accordance with federal law requirements, the Fund has implemented an anti-money laundering compliance program, which includes designation
of an anti-money laundering compliance officer. Federal law prohibits the Fund and other financial institutions from opening a new account
unless they receive the minimum identifying information listed above. After an account is opened, the Fund may restrict your ability
to purchase additional shares until your identity is verified. The Fund may close your account or take other appropriate action if it
is unable to verify your identity within a reasonable time. If your account is closed for this reason, your shares will be redeemed at
the NAV next calculated after the account is closed.

28

INVESTMENT MINIMUMS

Your initial investment minimum can be found in the table below. The Fund reserves the right to change the amount of these
minimums from time to time or to waive them in whole or in part for certain accounts.

INVESTMENTS MADE THROUGH FINANCIAL SERVICES AGENTS

If you invest in the Fund indirectly through an intermediary such as a financial services agent (rather than directly
with the Fund through the Transfer Agent), the policies and fees associated with making an investment may be different than those described
here. Financial advisers, mutual fund supermarkets and other financial services agents may charge their own transaction and other fees
and may set different minimum investments or limitations on buying or selling shares. Consult a representative of your financial services
agent if you have any questions. Your financial services agent is responsible for transmitting your orders to the Transfer Agent in a
timely manner, which ordinarily means by 4:00 p.m. Eastern Time (or the close of the NYSE, whichever is earlier). You may need to place
your order with your financial services agent early in the day so the financial services agent can transmit the order in time to be received
by the Transfer Agent by 4:00 p.m. Eastern Time (or the close of the NYSE, whichever is earlier).

Certain financial services agents may enter into agreements with the Fund or its agents which permit them to confirm
orders timely received on behalf of customers by phone, with payment to follow later, in accordance with the Transfer Agent’s procedures.
If payment is not received within the time specified, the transaction may be rescinded and the financial services agent may be held liable
for any resulting losses.

The Adviser, at its own expense and out of its legitimate profits, may pay financial services agents to help cover the
costs of shareholder servicing, recordkeeping, and other administrative services provided to shareholders by financial services agents
on behalf of the Fund.

29

INSTRUCTIONS FOR SELLING FUND SHARES

BY MAIL

Write a letter of instruction that includes:

• The names(s) and signature(s) of all account owners.
• Your account number.
• The name of the Fund.
• The dollar or share amount you want to sell.
• Where to send the proceeds.
• If redeeming from your IRA, please note applicable withholding requirements.
• Obtain a signature guarantee or other documentation, if required.

MAIL YOUR REQUEST TO:

The Berkshire Funds
c/o Mutual Shareholder Services, LLC
8000 Town Centre Drive, Suite 400
Broadview Heights, OH 44147

BY OVERNIGHT DELIVERY, SEND TO:

The Berkshire Funds
c/o Mutual Shareholder Services, LLC
8000 Town Centre Drive, Suite 400
Broadview Heights, OH 44147

BY TELEPHONE

• You will automatically be granted telephone redemption privileges unless you decline them in writing or indicate on the appropriate
  section of the account application that you decline this option. Otherwise, you may redeem Fund shares by calling 1.877.526.0707.
  Redemption proceeds will only be mailed to your address of record.
• You may only redeem a maximum of $50,000 per day by telephone or by financial intermediary.
• You will not be able to redeem by telephone and have a check sent to your address of record for a period of 15 days following an
  address change.
• Unless you decline telephone privileges in writing or on your account application, as long as the Fund takes reasonable measures
  to verify the order, you may be responsible for any fraudulent telephone order.

For specific information on how to redeem your account, and to determine if a signature guarantee or other documentation
is required, please call toll-free in the U.S. 1.877.526.0707.

30

ADDITIONAL REDEMPTION INFORMATION

PAYMENT OF REDEMPTION PROCEEDS

You may sell shares at any time, subject to redemption fees for short-term trades as discussed in “Frequent Purchases
and Redemptions of Fund Shares” on the following page. Your shares will be redeemed at the next NAV calculated after your order
is received in good order by the Transfer Agent. Your order will be processed promptly and you will generally receive the proceeds within
seven days after receipt of your properly completed request. Payment of the redemption proceeds for shares of the Fund where you request
wire payment will normally be made in federal funds on the next business day.

Before selling recently purchased shares, please note that if the Transfer Agent has not yet collected payment for the
shares you are selling, it may delay sending the proceeds for up to 10 calendar days. This procedure is intended to protect the Fund
and its shareholders from loss. In addition, your investment may be subject to redemption fees for short-term trades as discussed under
“Frequent Purchases and Redemptions of Fund Shares.”

The Transfer Agent will wire redemption proceeds only to the bank and account designated on the Account Application or
in written instructions (with Medallion signatures guaranteed) subsequently received by the Transfer Agent, and only if the bank is a
member of the Federal Reserve System. The Transfer Agent currently charges a $20.00 fee for each payment by wire of redemption proceeds,
which will be deducted from your redemption proceeds. An additional $12.00 fee is charged by the Transfer Agent for any IRA distributions.
If you request that your redemption proceeds be sent via overnight delivery, the Transfer Agent will deduct an additional $20.00
from your account or proceeds to cover the associated costs.

If the dollar or share amount requested to be redeemed is greater than the current value of your account, your entire
account balance will be redeemed. If you choose to redeem your account in full, any automatic service currently in effect for the account
will be terminated unless you indicate otherwise in writing.

31

In response to new Federal Trade Commission regulations related to the prevention of identity theft, effective May 1,
2009, the Fund will no longer make redemption checks payable to anyone other than (1) the shareholder(s) of record, or (2) a financial
intermediary for the benefit of the shareholder(s) of record.

FREQUENT PURCHASES AND REDEMPTIONS OF FUND SHARES

The Board of Trustees has adopted policies and procedures with respect to short-term and excessive trading of Fund shares
(“excessive trading”). To discourage excessive trading, effective January 1, 2008, a redemption fee of 2% will be charged on
shares of the Fund redeemed 90 days or less from their date of purchase. The redemption fee is paid directly to the Fund and is designed
to offset brokerage commissions, market impact and other costs associated with short-term trading of Fund shares. For purposes of determining
whether the redemption fee applies, the shares that were held the longest will be redeemed first. The Adviser may, at its discretion,
waive the redemption fee in the case of hardship and in other limited circumstances with respect to certain types of redemptions that
do not indicate market timing strategies. The Fund is intended for long-term investment purposes only and the Fund will take reasonable
steps to attempt to detect and deter excessive trading. Transactions placed in violation of the Fund’s excessive trading policies
are not deemed accepted by the Fund and may be cancelled or revoked by the Fund on the next business day following receipt by the Fund.
As described below, however, the Fund may not be able to identify all instances of excessive trading or completely eliminate the possibility
of excessive trading. In particular, it may be difficult to identify excessive trading in certain omnibus accounts and other accounts
traded through intermediaries. By their nature, omnibus accounts, in which purchases and sales of the Fund’s shares by multiple
investors are aggregated by the intermediary and presented to the Fund on a net basis, effectively conceal the identity of individual
investors and their transactions from the Fund and its agents. The Fund attempts to detect and deter excessive trading through the use
of fair valuation of securities as described previously under “Pricing of Fund Shares” and trade monitoring, particularly for
large and/or frequent short-term trades by investors.

32

The Fund reserves the right to reject any purchase request by any investor or group of investors for any reason without
prior notice, including, in particular, if the trading activity in the account(s) is deemed to be disruptive to the Fund. For example,
the Fund may refuse a purchase order if the Fund’s portfolio manager believes he would be unable to invest the money effectively
in accordance with the Fund’s investment policies or the Fund would otherwise be adversely affected due to the size of the transaction,
frequency of trading or other factors. The trading history of accounts determined to be under common ownership or control within the
Fund may be considered in enforcing these policies.

The Fund monitors Fund share transactions, subject to the following limitation. Generally, a purchase of the Fund’s
shares followed by the redemption of the Fund’s shares within a 90-day period may result in enforcement of the Fund’s excessive
trading policies and procedures with respect to future purchase orders, provided that the Fund reserves the right to reject any purchase
request as explained above.

Transactions placed through the same financial intermediary on an omnibus basis may be deemed part of a group for the
purpose of the Fund’s excessive trading policies and procedures and may be rejected in whole or in part by the Fund. The Fund, however,
cannot always identify or reasonably detect excessive trading that may be facilitated by financial intermediaries or made difficult to
identify through the use of omnibus accounts by those intermediaries that transmit purchase and redemption orders to the Fund, and thus
the Fund may have difficulty curtailing such activity. Transactions accepted by a financial intermediary in violation of the Fund’s
excessive trading policies are not deemed accepted by the Fund and may be cancelled or revoked by the Fund on the next business day following
receipt by the financial intermediary.

In an attempt to detect and deter excessive trading in omnibus accounts, the Fund or its Transfer Agent may require intermediaries
to impose restrictions on the trading activity of accounts traded through those intermediaries. Such restrictions may include, but are
not limited to, requiring that trades be placed by U.S. mail, permanently prohibiting future purchases by investors who have recently
redeemed Fund shares, requiring intermediaries to report information about customers who purchase and redeem large amounts, and similar
restrictions. The

33

Fund’s ability to impose such restrictions with respect to accounts traded through particular intermediaries may vary
depending on the systems capabilities, applicable contractual and legal restrictions and cooperation of the particular intermediary.

Shareholders that invest through omnibus accounts should be aware that they may be subject to the policies and procedures
of their financial intermediary with respect to excessive trading in the Fund. The Fund’s policies and procedures regarding excessive
trading may be modified at any time.

SIGNATURE GUARANTEES

Certain redemption requests must include a Medallion signature guarantee for each owner of the account. The Medallion signature
guarantee is designed to protect you and the Fund from fraud. In particular, when you submit a written request to redeem Fund shares
in your account, your request must include the original signature of each owner of the account and a Medallion signature guarantee if
any of the following is true:

• You wish to sell more than $50,000 worth of shares;
• You change the ownership of your account;
• You are requesting that redemption proceeds be sent to a different address than your address of record;
• You are requesting that redemption proceeds be sent by federal wire transfer to a bank other than your bank of record;
• The address on your account (address of record) has changed with- in the last 15 days.

You may obtain a Medallion signature guarantee from most banks, credit unions, savings associations, broker-dealers, national
securities exchanges, registered securities exchanges, or clearing agencies deemed eligible by the SEC. A notary public cannot provide
a Medallion signature guarantee. Please note that you must obtain a signature guarantee from a participant in the Securities Transfer
Association Medallion Program.

34

CORPORATE, TRUST AND OTHER ACCOUNTS

Redemption requests from corporate, trust and institutional accounts, and executors, administrators and guardians, require
documents in addition to those described above, evidencing the authority of the officers, trustees or others. In order to avoid delays
in processing redemption requests for these accounts, you should call the Fund at 1.877.526.0707 before making the redemption
request to determine what additional documents are required.

TRANSFER OF OWNERSHIP

In order to change the account registration or transfer ownership of an account, additional documents will be required.
In order to avoid delays in processing these requests, you should call the Fund at 1.877.526.0707 before making your request to
determine what additional documents are required.

REDEMPTION INITIATED BY THE FUND

If your account balance falls below $500, the Fund may ask you to increase your balance. If your account balance
is still below $500 after 30 days, the Fund may close your account and send you the proceeds. This minimum balance requirement does
not apply to IRAs and other tax-sheltered investment accounts. The right of redemption by the Fund relating to the minimum balance requirement
will not apply if the value of your account drops below $500 because of market performance. The Fund may also close your account
and send you the proceeds under certain other circumstances as permitted under the 1940 Act.

REDEMPTION IN-KIND

It is currently the Fund’s policy to pay all redemptions in cash. The Fund retains the right, however, to elect
at any time to instead pay large redemptions in whole or in part by a distribution in-kind of portfolio securities held by the Fund in
lieu of cash. Shareholders may incur brokerage charges and taxes, if any, on the sale of any such securities so received in payment of
redemptions. The Fund has no obligation to pay distributions in-kind instead of cash in any circumstances.

METHODS TO MEET REDEMPTIONS

Under normal market conditions, the Fund expects to meet redemption orders by using holdings of cash or by the sale of
portfolio securities. In unusual or stressed market conditions or as the Adviser deems appropriate, the Fund also may utilize its custodian
overdraft facility to meet redemptions, if necessary. As discussed immediately above, the Fund

35

also reserves the right to pay large redemptions by a distribution in-kind of portfolio securities held by the Fund in
lieu of cash.

SHAREHOLDER COMMUNICATIONS

ACCOUNT STATEMENTS

Every quarter, shareholders of the Fund will automatically receive regular account statements. You will also be sent
a yearly statement detailing the tax characteristics of any dividends and distributions you have received.

CONFIRMATION

Confirmation statements will be sent after each transaction that affects your account balance or account registration.

REGULATORY MAILINGS

Financial reports will be sent at least semi-annually. Annual reports will include audited financial statements. To reduce
Fund expenses, one copy of each report will be mailed to each shareholder with a unique Taxpayer Identification Number even though the
investor may have more than one account in the Fund.

Beginning on January 1, 2021, as permitted by regulations adopted by the SEC, paper copies of the Fund’s shareholder
reports will no longer be sent by mail, unless you specifically request paper copies of the reports from the Fund or from your financial
intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by
mail each time a report is posted and provided with a website link to access the report.

You may elect to receive statements, confirmations and/or regulatory mailings electronically in lieu of paper copies
by registering for this feature with the Transfer Agent. For existing accounts, please call 1.877.526.0707 for instructions.

DIVIDENDS AND DISTRIBUTIONS

The Fund intends to pay distributions on an annual basis to the extent that it has income and/or capital gains to distribute
at such time. You may elect to reinvest income dividends and capital gain distributions in shares of the Fund or receive these distributions
in cash. Dividends and any other distributions from the Fund are automatically reinvested in the Fund at NAV, unless you elect to have
dividends paid in cash. Reinvested dividends and distributions receive the same tax treatment as those paid in cash. If you are interested
in changing your election, you may send written notification to the Transfer Agent or call 1.877.526.0707 .

36

ABOUT DIVIDENDS AND DISTRIBUTIONS

What is a distribution? As a shareholder, you are entitled to your share of the Fund’s income from
interest and dividends, and gains from the sale of investments. You receive such earnings as either an income dividend or a capital gains
distribution. Income dividends come from both the dividends that the Fund earns from its holdings and interest it receives from its money
market and bond investments. Capital gains are realized when the Fund sells securities for higher prices than it paid for them. The capital
gains are either short-term or long-term depending on whether the Fund held the securities for less than or more than one year.

When the Fund makes a distribution to its shareholders, the share price of the Fund drops by the amount
of the distribution, net of any market fluctuations.

”Buying a dividend.” If you purchase shares of the Fund just before it makes a distribution,
you will pay the full price for the shares and then receive a portion back in the form of a taxable distribution. This is referred to
as “buying a dividend.” In order to avoid paying unnecessary taxes as a result of a distribution, check the Fund’s distribution
schedule before you invest.

TAXES

The following information is meant as a general summary for U.S. taxpayers. Please see the SAI for additional tax information.
Because everyone’s tax situation is unique, always consult your tax professional about federal, state and local tax consequences
of an investment in the Fund.

As described under “Dividends and Distributions” above, the Fund will seek to distribute all or substantially
all of its income and gains to its shareholders each year. The Fund generally will not have to pay income tax on amounts it distributes
to shareholders. Fund dividends and distributions (whether paid in cash or reinvested in additional Fund shares) are taxable to most
investors (unless your investment is in an IRA or other tax-advantaged account). A portion of the shareholder dividends derived from
corporate dividends may be eligible for the corporate dividends-received deduction.

37

For taxable years beginning after December 31, 2012, the maximum individual rate applicable to “qualified dividend
income” and long-term capital gains is in the range of 15% to 20%, depending on whether the individual’s income exceeds certain
threshold amounts, plus the Medicare tax discussed below, as applicable. These rates do not apply to corporate taxpayers. Note that distributions
of earnings from dividends paid by certain “qualified foreign corporations” can also qualify for the lower tax rates on qualifying
dividends. A shareholder will also have to satisfy a more than 60-day holding period of their Fund shares with respect to any distributions
of qualifying dividends in order to obtain the benefit of the lower tax rate. Distributions of earnings from non-qualifying dividends,
interest income, other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate applicable
to the taxpayer.

Distributions by the Fund of net capital gains (the excess of net long-term capital gains over net short-term capital
losses) to shareholders are generally taxable to the shareholders at the applicable long-term capital gains rate, regardless of how long
the shareholder has held shares of the Fund.

For taxable years beginning after December 31, 2012, an additional 3.8% Medicare tax will be imposed on certain net investment
income (including ordinary dividends and capital gain distributions received from the Fund and net gains from redemptions or other taxable
dispositions of Fund shares) of U.S. individuals, estates and trusts to the extent that such person’s “modified adjusted gross
income” (in the case of an individual) or “adjusted gross income” (in the case of an estate or trust) exceed certain threshold
amounts.

A dividend or capital gains distribution declared by the Fund in October, November or December, but paid during January
of the following year will be considered to be paid on December 31 of the year it was declared.

Because the Fund may invest in foreign securities, dividends and interest received by the Fund may give rise to withholding
and other taxes imposed by countries other than the U.S. Tax conventions between certain countries and the U.S. may reduce or eliminate
such taxes. If more than 50% of the value of the Fund at the close of a taxable year consists of stock or securities in non-U.S. companies,
and if the Fund elects to “pass through” foreign taxes, shareholders of the Fund may be able to claim U.S. foreign tax credits
with respect to foreign taxes paid by the

38

Fund, subject to certain provisions and holding period and other limitations contained in the Internal Revenue Code of
1986, as amended. For any year for which the Fund makes such an election, each shareholder will be required to include in its gross income
an amount equal to its allocable share of such taxes paid by the Fund.

Shareholders that sell, exchange or redeem shares generally will have a capital gain or loss from the sale, redemption
or exchange. The amount of the gain or loss and the rate of tax will depend mainly upon the amount paid for the shares, the amount received
from the sale, exchange or redemption, how long the shares were held and whether the shareholder’s income exceeds certain threshold
amounts.

If the value of shares is reduced below a shareholder’s cost as a result of a distribution by the Fund, the distribution
will be taxable even though it, in effect, represents a return of invested capital. Investors considering buying shares just prior to
a dividend or capital gain distribution payment date should be aware that, although the price of shares purchased at that time may reflect
the amount of the forthcoming distribution, those who purchase just prior to the record date for a distribution may receive a distribution
which will be taxable to them. This is known as “buying a dividend.” Shareholders will be advised annually as to the federal
tax status of dividends and capital gain distributions made by the Fund for the preceding year. Distributions by the Fund generally will
be subject to state and local taxes. If your tax basis in your shares exceeds the amount of proceeds you receive from a sale, exchange
or redemption of shares, you will recognize a taxable loss on the sale of shares of the Fund. Any loss recognized on shares held for
six months or less will be treated as long- term capital loss to the extent of any long-term capital gain distributions that were received
with respect to the shares. Additionally, any loss realized on a sale, redemption or exchange of shares of the Fund may be disallowed
under “wash sale” rules to the extent the shares disposed of are replaced with other shares of the Fund within a period of
61 days beginning 30 days before and ending 30 days after shares are disposed of, such as pursuant to a dividend reinvestment in shares
of the Fund. If disallowed, the loss will be reflected as an adjustment to the tax basis of the shares acquired.

As with all mutual funds, the Fund may be required to withhold U.S. Federal income tax at the current rate of 28% of
all taxable distributions to you if you fail to provide the Fund with your correct Taxpayer Identification Number, or to make required
certifications, or if you have been notified by the Internal Revenue Service that you are subject to backup withholding.

39

If you are not a citizen of the United States and do not reside there, the Fund will generally withhold 30% (or lower
applicable treaty rate) on taxable distributions made to you.

As of January 1, 2012, federal law requires that mutual fund companies must maintain and report a shareholder’s
cost basis by tax lot, gain/loss information, and holding period of “covered” security sales to the Internal Revenue Service
(“IRS”) on Form 1099. Covered securities, that are mutual fund shares, are shares acquired on or after January 1, 2012. A fund
is not responsible for maintaining and reporting share information if such shares are not deemed “covered”.

The new tax regulations require that the Fund elect a default tax identification methodology in order to perform the
required reporting. As a result, the Fund has chosen the “Average Cost Basis” method as the default tax lot identification
method for its shareholders. This is the method the Fund will use to determine which specific shares are deemed to be sold when a shareholder’s
entire position is not sold in a single transaction and is the method in which “covered” share sales will be reported on a
shareholder’s Form 1099.

However, at the time of purchase or upon the sale of “covered” shares, shareholders may choose a different
tax lot identification method. Shareholders should consult a tax advisor with regard to their personal circumstances as the Fund and
its service providers do not provide tax advice. The Foreign Account Tax Compliance Act (“FATCA”). A 30% withholding tax on
the Fund’s distributions, including capital gains distributions, and on gross proceeds from the sale or other disposition of shares
of the Fund generally applies if paid to a foreign entity unless: (i) if the foreign entity is a “foreign financial institution,”
it undertakes certain due diligence, reporting, withholding and certification obligations, (ii) if the foreign entity is not a “foreign
financial institution,” it identifies certain of its U.S. investors or (iii) the foreign entity is otherwise excepted under FATCA.
Withholding under FATCA is required: (i) with respect to certain distributions from the Fund beginning on July 1, 2014; and (ii) with
respect to certain capital gains distributions and gross proceeds from a sale or disposition of Fund shares that occur on or after January
1, 2017. If withholding is required under FATCA on a payment related to your shares, investors that otherwise would not be subject to
withholding (or that otherwise would be entitled to a reduced rate of withholding) on such payment generally will be required to seek
a refund or credit from the IRS to obtain the benefits of such exemption or reduction. The Fund will not pay any additional amounts in
respect to amounts withheld under FATCA. You should consult your tax advisor regarding the effect of FATCA based on your individual circumstances.

40

FINANCIAL HIGHLIGHTS

The financial highlights table presented below is intended to help you understand the Fund’s financial performance
and other financial information for the past five years. Certain information reflects financial results for a single Fund share. “Total
Return” in the table shows how much an investor in the Fund would have earned on an investment in the Fund assuming reinvestment
of all dividends and distributions. The financial information has been audited by Cohen & Company, Ltd., the Trust’s independent
registered public accounting firm. Their report, along with the Fund’s financial statements is incorporated by reference in the
SAI, which is available through several channels described in “Where to go for More Information” later in this Prospectus.

(a) Net investment loss was calculated using the average shares outstanding method.
(b) Net realized and unrealized gain on investments per share is a balancing amount necessary to reconcile
the change in net asset value per share for the period, and may not reconcile with the net realized and
unrealized gain on investments in the statement of operations.
(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) The ratio of expenses to average net assets includes federal excise tax and interest expense. The ratios
excluding federal excise tax and interest expense would be 1.91%, 1.95%, 1.96%, 1.99% and 2.00%, respectively.
(e) Portfolio turnover is greater than most funds due to the investment style of the fund.
(f) Less than $0.005 per share.

41

THE BERKSHIRE FUNDS PRIVACY NOTICE

WHAT YOU SHOULD KNOW

We recognize our obligation to keep information about you secure and confidential. It’s important for you to know
that we do not sell or share Customer Information with marketers outside the Berkshire Funds and the service providers to the Fund. So,
there is no need for you to tell us not to. You also need to know that we carefully manage information among our service providers to
give you better service, more convenience, and to offer benefits to you.

The Berkshire Funds privacy policy covers Customer Information, which means personally identifiable information about
a consumer or a consumer’s current or former relationship with the Berkshire Funds. This notice generally describes the privacy
policy, and is provided to you as required by the Federal Financial Privacy Law.

PROTECTING INFORMATION ABOUT YOU FROM MARKETERS OUTSIDE THE BERKSHIRE FUNDS

The Berkshire Funds do not sell or otherwise share any Customer Information with marketers outside the Berkshire Funds.
You don’t need to take any action to prevent disclosure. While we may offer products and services on behalf of outside companies,
the Berkshire Funds and companies that work for us control the information used to make those offers.

MAKING THE SECURITY OF INFORMATION A PRIORITY

Keeping financial information secure is one of our most important responsibilities. We value your trust, and we handle
information about you with care. Your Customer Information is handled by service providers for the Berkshire Funds. We limit access to
Customer Information to those service providers who need to know that information to provide products and services to you or to maintain
or service those products or services.

We maintain physical, electronic and procedural safeguards to protect Customer Information. We continually assess new technology
for protecting information and we upgrade our systems when appropriate.

42

COLLECTING INFORMATION

We collect and use various types of information to service your accounts, to save you time and money, and to better understand
your needs. We want to help you learn more about products and services that may be of interest to you.

We collect the following information about you from the following sources:

• Information you provide to us on applications and through other means, such as your name, address and Social Security Number.
• Information about your transactions and account experience with us, such as your account balance, investment history, and informa-
  tion about our communication with you, such as account statements and trade confirmations.

SHARING INFORMATION WITHIN THE BERKSHIRE FUNDS

At present the Fund is the only series authorized by The Berkshire Funds. In the future, the Board of Trustees may authorize
the creation of additional series, creating a family of mutual funds. The Berkshire Funds have no employees. The Fund is organized as
a trust, and does not own subsidiaries or have a parent company. The management of the Fund’s investments and other operations
of the Fund are carried out by various service providers that provide related services to the Fund and to you. These providers include,
among others, the investment adviser, the transfer agent, the custodian and the administrator.

In the event of the creation of an additional series and in order to serve you, the Berkshire Funds will share Customer
Information among the Funds. For example, we may provide a statement that consolidates information about your holdings in each Fund onto
one statement. This statement may help to facilitate your understanding of your investment in the Berkshire Funds. In addition, if you
invest in a new Berkshire Fund, our consolidation of information about you may help to ensure that you do not usually need to furnish
account information more than once. By sharing information about your accounts and relationships among our family of service providers,
we can save you time and money and make it easier for you to do business with us.

43

SHARING INFORMATION WITH COMPANIES THAT WORK FOR US

We may share various types of Customer Information with service providers that provide the Fund or you with products
and services that the Fund or you have requested or already receive from us. We share only the information needed to provide those products
and services and to provide a good customer experience. These service providers may include financial service providers such as the investment
adviser, the custodian, the transfer agent, the administrator, and non-financial companies such as data processing companies. These service
providers may assist us, for example, in fulfilling your service request, processing your transaction, maintaining company records, or
helping us mail account statements and trade confirmations. In addition, we may share various types of Customer Information with companies
that provide marketing and other services. All of these companies act on our behalf, and are obligated by contract or otherwise to keep
the information that we provide to them confidential, and to use the information only to provide the services we’ve asked them to
perform for you and us.

DISCLOSING INFORMATION IN OTHER SITUATIONS

We may also disclose various types of Customer Information to non-affiliated third parties when permitted or required
by law. This may include, for example, a disclosure in connection with a subpoena or similar legal process, an investigation, or an audit
or examination. We may also share any of the types of Customer Information outside our family of service providers if we have your consent.

MAKING SURE INFORMATION IS ACCURATE

Keeping the information about your account accurate and up-to-date is very important. We provide you with access to account
information through various means such as account statements. If you ever find that your account information is incomplete, inaccurate
or not current, or if you have any other questions, please contact us by any of the means listed below. We will try to investigate your
inquiry or complaint and to update or correct any erroneous information as quickly as possible.

44

KEEPING UP-TO-DATE WITH OUR PRIVACY POLICY

The Berkshire Funds will provide notice of our privacy policy annually, as long as you maintain an ongoing relationship
with us. This policy notice and the Fund’s privacy policy may change from time to time, but you can always review our current privacy
notice on our website at www.berkshirefunds.com or contact us for a copy of the privacy policy by calling 1.877.526.0707 .

Our privacy policy applies only to individual Berkshire Funds investors who have a direct relationship with us. If you
own Berkshire Funds in the name of a third party broker-dealer, bank, investment adviser or other financial services provider, that third
party’s privacy policy may apply to you and our privacy notice and privacy policy may not.

You may contact us by any of the following means:

By telephone: 1.877.526.0707

By mail:
The Berkshire Funds
c/o Mutual Shareholder Services, LLC
8000 Town Center Drive
Suite 400
Broadview Heights, OH 44147

The Berkshire Funds Privacy Notice is not part of the Prospectus.

45

THE BERKSHIRE FUNDS

BERKSHIRE FOCUS FUND

• INVESTMENT ADVISER
  Berkshire Capital Holdings, Inc.
   
• ADMINISTRATOR
  Premier Fund Solutions, Inc.
   
• COUNSEL
  Thompson Hine LLP
   
• INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  Cohen & Company, Ltd.
   
• TRANSFER AND DIVIDEND DISBURSING AGENT
  Mutual Shareholder Services, LLC
   
• DISTRIBUTOR
  Arbor Court Capital, LLC
   
• CUSTODIAN
  Huntington National Bank

46

WHERE TO GO FOR MORE INFORMATION

You will find more information about the Funds in the following documents:

ANNUAL AND SEMI-ANNUAL REPORTS

Our annual and semi-annual reports list the holdings of the Fund as of the end of the relevant period, describe Fund performance,
include financial statements for the Fund, and discuss the market conditions and strategies that significantly affected the Fund’s
performance.

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains additional and more detailed information about the Fund, and is considered to be a part of this Prospectus.

THERE ARE THREE WAYS TO GET A COPY OF THESE DOCUMENTS

Obtain a copy online at www.berkshirefunds.com, or call or write us to request a copy through the contact information
provided below, and it will be sent without charge:

47

You can obtain these documents or request other information, and discuss your questions about the Fund, by contacting the
Fund at:

The Berkshire Funds
c/o Mutual Shareholder Services, LLC
8000 Town Center Drive
Suite 400
Broadview Heights, OH 44147
1.877.526.0707

48

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THE BERKSHIRE FUNDS

PART B

This Statement of Additional Information (“SAI”) is not a Prospectus. It should be read in conjunction with the Prospectus
for the Berkshire Focus Fund dated May 1, 2021 (the “Prospectus”). A copy of the Prospectus can be obtained by writing to The Berkshire
Funds, c/o Mutual Shareholder Services, LLC, 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147, or by calling The Berkshire
Funds toll-free at 1-877-526-0707.

The Fund’s Annual Report to Shareholders, as filed with the Securities and Exchange Commission on March 8, 2021, has been
incorporated by reference into this SAI. The annual report is available, without charge and upon request by writing or calling the Fund
at the address or phone number referenced above.

TABLE OF CONTENTS

                                             
 – i –

THE FUND

The Berkshire Focus Fund (until February 9, 1999, known as Berkshire Capital Growth & Value Fund) (the “Fund”), is
an open-end, non-diversified series of The Berkshire Funds (until February 9, 1999, known as the Berkshire Capital Investment Trust)
(the “Trust”). The Trust was organized on November 25, 1996 as a Delaware business trust and is authorized to issue an indefinite number
of shares of beneficial interest, no par value. The Berkshire Focus Fund was organized on November 25, 1996. The Board of Trustees of
the Trust is responsible for managing the business affairs of the Fund.

CAPITAL STRUCTURE

At present the Fund is the only series authorized by the Trust. The Board of Trustees may authorize the creation of additional
series without shareholder approval.

All shares, when issued, will be fully paid and non-assessable and will be redeemable and freely transferable. All shares
have equal voting rights and can be issued as full or fractional shares. A fractional share has pro rata the same kind of rights and
privileges as a full share. The shares possess no preemptive or conversion rights.

Each shareholder has one vote for each share held irrespective of the relative net asset value of the shares. Each share
has equal dividend, distribution and liquidation rights. The voting rights of the shareholders are non-cumulative, so that holders of
more than 50% of the shares can elect all trustees being elected.

CONCENTRATION AND NON-DIVERSIFICATION POLICY

CONCENTRATION: The Fund will concentrate its investments in the equity securities of companies in the electronic technology
industry. Concentration requires a Fund to invest 25% or more of the value of its total assets in securities of issuers in a particular
industry. Companies in the technology industry shall include businesses which are principally engaged in the development, production
or distribution of products or services related to the following business segments: computer hardware and software; peripherals; mass
storage devices; semiconductors; and telecommunications equipment. In some future period or periods, due to adverse economic conditions
in the technology industry, the Fund may temporarily have less than 25% of the value of its assets invested in that industry. As a result
of such concentration in the electronic technology industry, the Fund’s shares may fluctuate more widely than the value of shares of
a portfolio which invests in a broader range of industries.

NON-DIVERSIFICATION: The Fund is classified as being non-diversified which means that it has the ability to take larger
positions in a smaller number of securities than a diversified fund. The Fund, therefore, may be more susceptible to risk of loss than
a more widely diversified fund as a result of a single economic, political, or regulatory occurrence. The policy of the Fund is one of
selective investments rather than broad diversification. The Fund seeks only enough diversification for adequate representation among
what it considers to be the best performing securities and to maintain its federal non-taxable status under Subchapter M of the Internal
Revenue Code.

TAX STATUS

Set forth below is a discussion of certain U.S. federal income tax issues concerning the Fund and the purchase, ownership,
and disposition of Fund shares. This discussion does not purport to be complete or to deal with all aspects of federal income taxation
that may be relevant to shareholders in light of their particular circumstances. This discussion is based upon present provisions of
the Code, the regulations promulgated thereunder, and judicial and administrative ruling authorities, all of which are subject to change,
which change may be retroactive. Prospective investors should consult their own tax advisors with regard to the federal tax consequences
of the purchase, ownership, or disposition of Fund shares, as well as the tax consequences arising under the

1

laws of any state, foreign country, or other taxing jurisdiction.

The Fund intends to qualify as a regulated investment company under Subchapter M of the Code. Accordingly, the Fund generally
must, among other things, (a) derive in each taxable year at least 90% of its gross income from dividends, interest, payments with respect
to certain securities loans, net income derived from an interest in a qualified publicly traded partnerships, and gains from the sale
or other disposition of stock, securities or foreign currencies, or other income derived with respect to its business of investing in
such stock, securities or currencies; and (b) diversify its holdings so that, at the end of each fiscal quarter, (i) at least 50% of
the market value of its assets is represented by cash, U.S. Government securities, the securities of other regulated investment companies
and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value
of the Fund’s total assets and 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value
of its total assets is invested in the securities of any one issuer (other than U.S. Government securities and the securities of other
regulated investment companies), two or more issuers controlled by the Fund that are determined to be engaged in the same business, or
similar or related businesses or of one or more qualified publicly traded partnerships.

As a regulated investment company, the Fund generally will not be subject to U.S. federal income tax on income and gains
that it distributes to shareholders, if at least 90% of the Fund’s investment company taxable income (which includes, among other
items, dividends, interest and the excess of any net short-term capital gains over net long-term capital losses) and tax-exempt interest
for the taxable year is distributed. The Fund seeks to distribute all or substantially all of such income.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to
a nondeductible 4% excise tax at the Fund level. To avoid the tax, the Fund must distribute during each calendar year an amount equal
to the sum of (1) at least 98% of its ordinary income (not taking into account any capital gains or losses) for the calendar year, (2)
at least 98.2% of its capital gains in excess of its capital losses (adjusted for certain ordinary losses) for a one-year period generally
ending on October 31 of the calendar year, and (3) all ordinary income and capital gains for previous years that were not distributed
during such years. To avoid application of the excise tax, the Fund intends to seek to make distributions in accordance with the calendar
year distribution requirement whenever reasonably feasible.

A distribution will be treated as paid on December 31 of the current calendar year if it is declared by the Fund in October,
November or December of that year with a record date in such a month and paid by that Fund during January of the following year. Such
distributions will be taxable to shareholders in the calendar year in which the distributions are declared, rather than the calendar
year in which the distributions are received.

DISTRIBUTIONS: Distributions of investment company taxable income are taxable to a U.S. shareholder as ordinary income,
whether paid in cash or additional Fund shares. Dividends paid by the Fund to a corporate shareholder, to the extent such dividends are
attributable to dividends received from U.S. corporations by the Fund, may qualify for the dividends received deduction. However, the
revised alternative minimum tax applicable to corporations may reduce the value of the dividends received deduction. Distributions of
net capital gains (the excess of net long-term capital gains over net short-term capital losses), if any, designated by the Fund as capital
gain dividends, are taxable to shareholders at the applicable long-term capital gains rate, whether paid in cash or in shares, regardless
of how long the shareholder has held the Fund’s shares, and they are not eligible for the dividends received deduction. Shareholders
will be notified annually as to the U.S. federal tax status of distributions, and shareholders receiving distributions in the form of
newly issued shares will receive a report as to the net asset value of the shares received. For taxable years beginning after December
31, 2012, the maximum individual rate applicable to “qualified dividend income” and long-term capital gains is in the range
of 15% to 20%, depending on whether the individual’s

2

income exceeds certain threshold amounts, plus the Medicare tax discussed below, as applicable. These rates do not apply
to corporate taxpayers. The Fund will be able to separately designate distributions of any qualifying long -term capital gains or qualifying
dividends earned by the Fund that would be eligible for the lower maximum rate. A shareholder would also have to satisfy a more than
60-day holding period with respect to any distributions of qualifying dividends in order to obtain the benefit of the preferential rate
for dividends. Distributions resulting from the Fund’s investments in bonds and other debt instruments will not generally qualify
for the lower rates. Note that distributions of earnings from dividends paid by “qualified foreign corporations” can also qualify
for the lower tax rates on qualifying dividends. Qualified foreign corporations are corporations incorporated in a U.S. possession, corporations
whose stock is readily tradable on an established securities market in the U.S. and corporations eligible for the benefits of a comprehensive
income tax treaty with the U.S. which satisfy certain other requirements. Passive foreign investment companies are not treated as “qualified
foreign corporations.” Foreign tax credits associated with dividends from “qualified foreign corporations” will be limited
to reflect the reduced U.S. tax on those dividends.

If the net asset value of shares is reduced below a shareholder’s cost as a result of a distribution by the Fund,
such distribution generally will be taxable even though it represents a return of invested capital. Investors should be careful to consider
the tax implications of buying shares of the Fund just prior to a distribution. The price of shares purchased at this time may reflect
the amount of the forthcoming distribution. Those purchasing just prior to a distribution will receive a distribution which generally
will be taxable to them. This is known as “buying a dividend.” For taxable years beginning after December 31, 2012, an additional
3.8% Medi-care tax will be imposed on certain net investment income (including ordinary dividends and capital gain distributions received
from the Fund and net gains from redemptions or other taxable dispositions of Fund shares) of U.S. individuals, estates and trusts to
the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross
income” (in the case of an estate or trust) exceeds certain threshold amounts.

As of January 1, 2012, federal law requires that mutual fund companies must maintain and report a shareholder’s
cost basis by tax lot, gain/loss information, and holding period of “covered” security sales to the Internal Revenue Service
(“IRS”) on Form 1099. Covered securities, that are mutual fund shares, are shares acquired on or after January 1, 2012. A fund
is not responsible for maintaining and reporting share information if such shares are not deemed “covered”.

The new tax regulations require that the Fund elect a default tax identification methodology in order to perform the
required reporting. As a result, the Fund has chosen the “Average Cost Basis” method as the default tax lot identification
method for its shareholders. This is the method the Fund will use to determine which specific shares are deemed to be sold when a shareholder’s
entire position is not sold in a single transaction and is the method in which “covered” share sales will be reported on a
shareholder’s Form 1099.

However, at the time of purchase or upon the sale of “covered” shares, shareholders may choose a different
tax lot identification method. Shareholders should consult a tax advisor with regard to their personal circumstances as the Fund and
its service providers do not provide tax advice.

INVESTMENT RESTRICTIONS

The Berkshire Focus Fund has adopted the following fundamental investment restrictions. These restrictions cannot be
changed without approval by the holders of a majority of the outstanding voting securities of the Fund. As defined in the Investment
Company Act of 1940 (the “Act”), the “vote of a majority of the outstanding voting securities” means the lesser of the vote of

3

(i) 67% of the shares of the Fund at a meeting where more than 50% of the outstanding shares are present in person or
by proxy or (ii) more than 50% of the outstanding shares of the Fund.

The Fund may not:

(a) Act as underwriter for securities of other issuers except insofar as the Fund may be deemed an underwriter in selling
its own portfolio securities. (b) Borrow money or purchase securities on margin except for temporary or emergency (not leveraging) purposes,
including the meeting of redemption requests that might otherwise require the untimely disposition of securities, in an aggregate amount
not exceeding 25% of the value of the Fund’s total assets at the time any borrowing is made. While the Fund’s borrowings are in excess
of 5% of its total assets, the Fund will not purchase any additional portfolio securities.

(c) Sell securities short.

(d) Invest in securities of other investment companies except as part of a merger, consolidation, or purchase of assets
approved by the Fund’s shareholders or by purchases with no more than 10% of the Fund’s assets in the open market involving only customary
broker’s commissions.

(e) Make investments in commodities, commodity contracts or real estate although the Fund may purchase and sell securities
of companies which deal in real estate or interests therein.

(f) Make loans. The purchase of a portion of a readily marketable issue of publicly distributed bonds, debentures or
other debt securities will not be considered the making of a loan.

(g) Acquire more than 10% of the securities of any class of another issuer, treating all preferred securities of an issuer
as a single class and all debt securities as a single class, or acquire more than 10% of the voting securities of another issuer.

(h) Invest in companies for the purpose of acquiring control.

(i) Purchase or retain securities of any issuer if those officers, directors or trustees of the Fund or its Investment
Adviser individually owns more than 1/2 of 1% of any class of security or collectively own more than 5% of such class of securities of
such issuer.

(j) Pledge, mortgage or hypothecate any of its assets.

(k) Invest in securities which may be subject to registration under the Securities Act of 1933 prior to sale to the public
or which are not at the time of purchase readily saleable.

(l) Invest more than 10% of the total Fund assets, taken at market value at the time of purchase, in securities of companies
with less than three years’ continuous operation, including the operations of any predecessor.

(m) Issue senior securities.

(n) Acquire any securities of companies within one industry if, as a result of such acquisition, more than 25% of the
value of the Fund’s total assets would be invested in securities of companies within such industry; provided, however, that more than
25% of the value of the Fund’s total assets shall be invested in securities of companies in the electronic technology industry. With
respect to fundamental restriction (n) above, companies in the electronic technology industry are defined as those companies where a
majority of the revenue is derived from, or a majority of the companies assets are invested in, the development, production or distribution
of products or services related to the following business segments: Computers, Computer Peripherals, Semiconductors, Software, Telecommunications
and Mass Storage Devices.

4

OTHER INVESTMENTS

In connection with its investment objective and policies, the Fund (except as otherwise indicated) may invest in the
following types of securities which can involve certain risks: U.S. GOVERNMENT OBLIGATIONS: The Fund may purchase obligations issued
or guaranteed by the U.S. Government or its agencies or instrumentalities. Such securities will typically include, without limitation,
U.S. Treasury securities such as Treasury Bills, Treasury Notes or Treasury Bonds that differ in their interest rates, maturities and
times of issuance. U.S. Government obligations may be backed by the credit of the government as a whole or only by the issuing agency.
U.S. Treasury bonds, notes, and bills and some agency securities, such as those issued by the Federal Housing Administration and the
Government National Mortgage Association (“GNMA”), are backed by the full faith and credit of the U.S. Government as to payment of principal
and interest and are the highest quality government securities. Other securities issued by U.S. Government agencies or instrumentalities,
such as securities issued by the Federal Home Loan Banks and the Federal Home Loan Mortgage Corporation, are supported only by the credit
of the agency that issued them, and not by the U.S. Government. Securities issued by the Federal Farm Credit System, the Federal Land
Banks and the Federal National Mortgage Association (“FNMA”) are supported by the agency’s right to borrow money from the U.S. Treasury
under certain circumstances, but are not backed by the full faith and credit of the U.S. Government.

WARRANTS: The Fund may purchase warrants, valued at the lower of cost or market, but only to the extent that such purchase
does not exceed 5% of the Fund’s net assets at the time of purchase. Included within that amount, but not to exceed 2% of the Fund’s
net assets, may be warrants which are not listed on the New York or American Stock Exchanges.

FOREIGN INVESTMENTS: The Fund may invest without limitation in foreign securities. Foreign investments can involve significant
risks in addition to the risks inherent in U.S. investments. The value of securities denominated in or indexed to foreign currencies,
and of dividends and interest from such securities, can change significantly when foreign currencies strengthen or weaken relative to
the U.S. dollar. Foreign securities markets generally have less trading volume and less liquidity than U.S. markets, and prices on some
foreign markets can be highly volatile. Many foreign countries lack uniform accounting and disclosure standards comparable to those applicable
to U.S. companies, and it may be more difficult to obtain reliable information regarding an issuer’s financial condition and operations.
In addition, the costs of foreign investing, including withholding taxes, brokerage commissions and custodial costs, generally are higher
than for U.S. investments.

Foreign markets may offer less protection to investors than U.S. markets. Foreign issuers, brokers and securities markets
may be subject to less government supervision. Foreign security trading practices, including those involving the release of assets in
advance of payment, may invoke increased risks in the event of a failed trade or the insolvency of a broker-dealer, and may involve substantial
delays. It also may be difficult to enforce legal rights in foreign countries.

Investing abroad also involves different political and economic risks. Foreign investments may be affected by actions
of foreign governments adverse to the interests of U.S. investors, including the possibility of expropriation or nationalization of assets,
confiscatory taxation, restrictions on U.S. investment or on the ability to repatriate assets or convert currency into U.S. dollars,
or other government intervention. There may be a greater possibility of default by foreign governments or foreign government-sponsored
enterprises. Investments in foreign countries also involve a risk of local political, economic or social instability, military action
or unrest, or adverse diplomatic developments. There is no assurance that the Adviser will be able to anticipate or counter these potential
events and their impacts on the Fund’s share price.

5

American Depositary Receipts and European Depositary Receipts (“ADRs” and “EDRs”) are certificates evidencing ownership
of shares of a foreign-based issuer held in trust by a bank or similar financial institution. Designed for use in U.S. and European securities
markets, respectively, ADRs and EDRs are alternatives to the purchase of the underlying securities in their national market and currencies.

OPTION TRANSACTIONS: The Fund may engage in option transactions involving individual securities and market indexes. An
option involves either (a) the right or the obligation to buy or sell a specific instrument at a specific price until the expiration
date of the option, or (b) the right to receive payments or the obligation to make payments representing the difference between the closing
price of a market index and the exercise price of the option expressed in dollars times a specified multiple until the expiration date
of the option. Options are sold (written) on securities and market indexes. The purchaser of an option on a security pays the seller
(the writer) a premium for the right granted but is not obligated to buy or sell the underlying security. The purchaser of an option
on a market index pays the seller a premium for the right granted, and in return the seller of such an option is obligated to make the
payment. A writer of an option may terminate the obligation prior to expiration of the option by making an offsetting purchase of an
identical option. Options are traded on organized exchanges and in the over-the-counter market. Call options on securities which the
Fund sells (writes) will be covered or secured, which means that it will own the underlying security in the case of a call option; will
segregate with the Custodian high quality liquid debt obligations equal to the option exercise price in the case of a put option; or
for an option on a stock index, will hold a portfolio of securities substantially replicating the movement of the index (or, to the extent
it does not hold such a portfolio, will maintain a segregated account with the Custodian of high quality liquid debt obligations equal
to the market value of the option, marked to market daily). When a Fund writes options, it may be required to maintain a margin account,
to pledge the underlying securities or U.S. Government obligations or to deposit assets in escrow with the Custodian.

The purchase and writing of options involves certain risks. The purchase of options limits the Fund’s potential loss
to the amount of the premium paid and can afford the Fund the opportunity to profit from favorable movements in the price of an underlying
security to a greater extent than if transactions were effected in the security directly. However, the purchase of an option could result
in the Fund losing a greater percentage of its investment than if the transaction were effected directly. When the Fund writes a covered
call option, it will receive a premium, but it will give up the opportunity to profit from a price increase in the underlying security
above the exercise price as long as its obligation as a writer continues, and it will retain the risk of loss should the price of the
security decline.

When the Fund writes a put option, it will assume the risk that the price of the underlying security or instrument will
fall below the exercise price, in which case the Fund may be required to purchase the security or instrument at a higher price than the
market price of the security or instrument. In addition, there can be no assurance that the Fund can effect a closing transaction on
a particular option it has written. Further, the total premium paid for any option may be lost if the Fund does not exercise the option
or, in the case of over-the-counter options, the writer does not perform its obligations.

FIXED INCOME SECURITIES: Fixed income securities include corporate debt securities, U.S. Government securities, mortgage-backed
securities, zero coupon bonds, asset-backed and receivable-backed securities and participation interests in such securities. Preferred
stock and certain common stock equivalents may also be considered to be fixed income securities. Fixed income securities are generally
considered to be interest rate sensitive, which means that their value will generally decrease when interest rates rise and increase
when interest rates fall. Securities with shorter maturities, while offering lower yields, generally provide greater price stability
than longer term securities and are less affected by changes in interest rates.

6

REPURCHASE AGREEMENTS: A repurchase agreement is a short term investment in which the purchaser acquires ownership of
a U.S. Government security (which may be of any maturity) and the seller agrees to repurchase the obligation at a future time at a set
price, thereby determining the yield during the purchaser’s holding period (usually not more than seven days from the date of purchase).
Any repurchase transaction in which the Fund engages will require full collateralization of the seller’s obligation during the entire
term of the repurchase agreement. In the event of a bankruptcy or other default of the seller, the Fund could experience both delays
in liquidating the underlying security and losses in value. However, the Fund intends to enter into repurchase agreements only with the
Trust’s custodian, other banks with assets of $1 billion or more and registered securities dealers determined by the Adviser to be
creditworthy. The Adviser monitors the creditworthiness of the banks and securities dealers with which the Fund engages in repurchase
transactions, and the Fund will not invest more than 15% of its net assets in illiquid securities, including repurchase agreements maturing
in more than seven days.

WHEN ISSUED SECURITIES AND FORWARD COMMITMENTS: The Fund may buy and sell securities on a when-issued or delayed delivery
basis, with payment and delivery taking place at a future date. The price and interest rate that will be received on the securities are
each fixed at the time the buyer enters into the commitment. The Fund may enter into such forward commitments if it holds, and maintains
until the settlement date in a separate account at the Fund’s Custodian, cash or U.S. Government securities in an amount sufficient to
meet the purchase price. The Fund will not invest more than 25% of its total assets in forward commitments. Forward commitments involve
a risk of loss if the value of the security to be purchased declines prior to the settlement date. Any change in value could increase
fluctuations in the Fund’s share price and yield. Although the Fund will generally enter into forward commitments with the intention
of acquiring securities for its portfolio, a Fund may dispose of a commitment prior to the settlement if the Adviser deems it appropriate
to do so.

INVESTMENT ADVISER

The Fund retains Berkshire Capital Holdings, Inc. (“Berkshire Capital”), 228 Hamilton Avenue, 3^rd Floor, Palo
Alto, California 94301, as its investment adviser (the “Adviser”). The Adviser is a California corporation founded in February 1993.
The company is registered as an investment adviser with the Securities and Exchange Commission under the Investment Advisers Act of 1940.
The corporation is controlled by Malcolm R. Fobes III.

Mr. Fobes has had the direct responsibility for the overall strategic management of the Fund’s portfolio and its administration
since the Fund’s inception. Mr. Fobes founded Berkshire Capital in 1993, has served as Chairman of the Board and Chief Executive Officer
since the company’s inception, and has been responsible for the direction of the company’s investments in both private and publicly-held
concerns. Mr. Fobes has a B.S. degree in Finance and a minor in Economics from San Jose State University in California. Mr. Fobes has
served exclusively in the capacity of Chairman and Chief Executive Officer of the Adviser from November 1994 to present. Mr. Fobes also
serves as Chairman of the Board of Trustees of the Fund.

INVESTMENT ADVISORY AND ADMINISTRATION AGREEMENTS

The Trust has an investment advisory contract (“Advisory Agreement”) and an administration contract (the “Administration
Agreement”) with Berkshire Capital for the Fund.

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 its portfolio. Mr. Fobes will have the direct responsibility of managing the composition
of the Fund’s portfolio in accordance with the Fund’s investment objective. Pursuant to its contract with the Fund, the Adviser must,
among other requirements, (i) render research, statistical and advisory services to the Fund, (ii) make specific recommendations based
on the Fund’s investment requirements, and (iii) pay salaries of the Fund’s employees who

7

may be officers, directors or employees of the Adviser. The Adviser has paid the initial organizational costs of the
Fund.

The Adviser is paid a fee of 1.50% per year on the net assets of the Fund. All fees are computed on the average daily
closing net asset value of the Fund and are payable monthly. The Adviser may, at its discretion, forego sufficient fees which would have
the effect of lowering the Fund’s expense ratio and increasing the yield to shareholders. For the fiscal years ended December 31, 2018,
2019 and 2020, the Adviser received $2,165,665, $4,095,037 and $8,533,041, respectively, from the Berkshire Focus Fund for
investment advisory fees.

The Board of Trustees, including a majority of the Trustees who are not “interested persons” (as defined in the 1940
Act) of the Trust or the Adviser, most recently approved the Advisory Agreement for the Fund for an additional one-year period at an
in person meeting held on December 12, 2020. By its terms, the Advisory Agreement remains in force from year to year, subject to annual
approval by (a) the Board of Trustees or (b) a vote of the majority of the Fund’s outstanding voting securities, provided that in either
event continuance is also approved by a majority of the Trustees who are not interested persons of the Trust, by a vote cast in person
at a meeting called for the purpose of voting such approval. The Advisory Agreement may be terminated at any time, on 60 days’ written
notice, without the payment of any penalty, by a vote of the majority of the Board of Trustees, by a vote of the majority of the Fund’s
outstanding voting securities, or by the Investment Adviser. The Advisory Agreement automatically terminates in the event of its assignment,
as defined by the 1940 Act and the rules thereunder.

In determining whether to approve the continuance of the Advisory Agreement, the Board of Trustees considered information
about the Adviser, the performance of the Fund and certain additional factors that the Board deemed relevant. A discussion regarding
the basis of the Board of Trustees’ approval of the Advisory Agreement is available in the Fund’s annual report to shareholders for the
period ended December 31, 2020.

Under the Administration Agreement, Berkshire Capital renders all administrative and supervisory services to the Fund.
Berkshire Capital oversees the maintenance of all books and records with respect to the Fund’s securities transactions and the Fund’s
book of accounts in accordance with all applicable federal and state laws and regulations. Berkshire Capital also arranges for the preservation
of journals, ledgers, corporate documents, brokerage account records and other records which are required pursuant to Rule 31a-1 promulgated
under the 1940 Act. Berkshire Capital is also responsible for the equipment, staff, office space and facilities necessary to perform
its obligations. Berkshire Capital has delegated some of its administrative and other responsibilities to Premier Fund Solutions, Inc.
(“PFS”) and is responsible for paying all fees and expenses of PFS.

Under the Administration Agreement, Berkshire Capital assumes and pays all ordinary expenses of the Fund not assumed
by the Fund. The Fund pays all brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses
on securities sold short) and extraordinary or non-recurring expenses. The Fund may also pay expenses which it is authorized to pay pursuant
to Rule 12b-1 under the Act (none are authorized at present). Pursuant to the Administration Agreement, Berkshire Capital receives a
fee which is paid monthly at an 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. For the fiscal years ended December 31, 2018, 2019 and
2020, the Adviser received $674,666, $1,215,284 and $2,342,651, respectively, from the Berkshire Focus Fund for administrative
fees.

The Adviser may act as an investment adviser and administrator to other persons, firms or corporations (including investment
companies), and may have numerous advisory clients besides the Fund.

8

PORTFOLIO MANAGER

Mr. Fobes acts as the Portfolio Manager for the Fund. Mr. Fobes may also manage separate accounts for other registered
investment companies. The following provides information regarding the other accounts managed by Mr. Fobes as of December 31, 2020:

Although Berkshire Capital may subadvise other registered investment companies which may own one or more securities that
are owned by the Fund, the Adviser does not believe there will be any material conflicts of interest that may arise because of the implementation
of related policies and procedures of the Fund and Berkshire Capital. These include, among other things, the Fund’s policies and procedures
addressing market timing, the Fund’s Code of Ethics, the Fund’s disclosure of portfolio holdings and Berkshire Capital’s insider trading
policies and procedures.

Mr. Fobes’ compensation as the Fund’s Portfolio Manager is not a fixed salary. Mr. Fobes’ salary is not based on Fund performance.
There are no bonuses, deferred compensation or retirement plans associated with his service to the Fund. However, because Mr. Fobes is
the majority shareholder of the Adviser, his salary is based upon the Adviser’s profitability. In addition, Mr. Fobes participates directly
in all profits and losses of the Adviser, including the advisory fees paid by the Fund.

As of the date of this Statement of Additional Information, Mr. Fobes beneficially owned shares of the Fund as follows:

MANAGEMENT OF THE FUND

The business of the Fund is managed under the direction of its Board of Trustees in accordance with Section 3.2 of the
Declaration of Trust of The Berkshire Funds, which Declaration of Trust has been filed with the Securities and Exchange Commission and
is available upon request. Pursuant to Section 2.6 of the Declaration of Trust, the trustees shall elect officers including a president,
secretary and treasurer. The Board of Trustees retains the power to conduct, operate and carry on the business of the Fund and has the
power to incur and pay any expenses which, in the opinion of the Board of Trustees, are necessary or incidental to carry out any of the
Fund’s purposes. The trustees, officers, employees and agents of the Trust, when acting in such capacities, shall not be subject to any
personal liability except for his or her own bad faith, willful misfeasance, gross negligence or reckless disregard of his or her duties.

TRUSTEES AND OFFICERS

The Board of Trustees supervises the business activities of the Trust. The names of the Trustees and executive officers
of the Trust are shown below. The Trustees who are “interested persons” of the Trust, as defined in the Investment Company Act of 1940,
are indicated by an asterisk. Each Trustee serves until the Trustee sooner dies, resigns, retires or is removed. Officers hold office
for one year and until their respective successors are chosen and qualified.

9

The Board is currently composed of four Trustees, including three Trustees who are not “interested persons” of the Fund,
as that term is defined in the 1940 Act (an “Independent Trustee”). In addition to four regularly scheduled meetings per year, the Board
holds special meetings or informal conference calls to discuss specific matters that may require action prior to the next regular meeting.
The Board of Trustees has established an Audit Committee comprised entirely of Trustees who are Independent Trustees. The Audit Committee
is generally responsible for (i) overseeing and monitoring the Trust’s internal accounting and control structure, its auditing function
and its financial reporting process, (ii) selecting and recommending to the full Board of Trustees the appointment of auditors for the
Trust, (iii) reviewing audit plans, fees, and other material arrangements with respect to the engagement of auditors, including permissible
non-audit services performed; (iv) reviewing the qualifications of the auditor’s key personnel involved in the foregoing activities and
(v) monitoring the auditor’s independence.

The Chairman of the Board of Trustees is Malcolm R. Fobes III, who is an “interested person” of the Trust, within the meaning
of the 1940 Act. The Trust does not have a “lead” independent trustee. The use of an interested Chairman balanced by an independent Audit
Committee allows the Board to access the expertise necessary of oversee the Trust, identify risks, recognize shareholder concerns and
needs and highlight opportunities. The Audit Committee is able to focus Board time and attention to matters of interest to shareholders
and, through its private sessions with the Trust’s auditor, Chief Compliance Officer and legal counsel, stay fully informed regarding
management decisions. Considering the size of the Trust and its shareholder base, the Trustees have determined that an interested Chairman
balanced by an independent Audit Committee is the appropriate leadership structure for the Board of Trustees. Mutual funds face a number
of risks, including investment risk, compliance risk and valuation risk. The Board oversees management of the Fund’s risks directly and
through its officers. While day-to-day risk management responsibilities rest with the Fund’s Chief Compliance Officer, investment advisers
and other service providers, the Board monitors and tracks risk by: (1) receiving and reviewing quarterly reports related to the performance
and operations of the Fund; (2) reviewing and approving, as applicable, the compliance policies and procedures of the Trust, including
the Trust’s valuation policies and transaction procedures; (3) periodically meeting with the portfolio manager to review investment strategies,
techniques and related risks; (4) meeting with representatives of key service providers, including the Fund’s investment adviser, administrator,
transfer agent and the independent registered public accounting firm, to discuss the activities of the Fund; (5) engaging the services
of the Chief Compliance Officer of the Fund to test the compliance procedures of the Trust and its service providers; (6) receiving and
reviewing reports from the Trust’s independent registered public accounting firm regarding the Fund’s financial condition and the Trust’s
internal controls; and (7) receiving and reviewing an annual written report prepared by the Chief Compliance Officer reviewing the adequacy
of the Trust’s compliance policies and procedures and the effectiveness of their implementation. The Board has concluded that its general
oversight of the investment adviser and other service providers as implemented through the reporting and monitoring process outlined
above allows the Board to effectively administer its risk oversight function.

Each Trustee was nominated to serve on the Board of Trustees based on their particular experiences, qualifications, attributes
and skills. The characteristics that have led the Board to conclude that each of the Trustees should continue to serve as a Trustee of
the Trust are discussed below: Malcolm R. Fobes III: Mr. Fobes has served as Chairman of the Board of Trustees since the Trust’s inception
in 1996. Mr. Fobes has also served as a securities analyst and a portfolio manager for the Advisor since 1997. In addition to the Trust,
Mr. Fobes also serves as an Independent Director and Chairman of the Audit Committee for United States Commodity Funds, LLC. He has been
listed with the CFTC as a Principal of United States Commodity Funds since November 2005. Through his experience as Chairman of the Trust,
as an

10

Independent Director and Chairman of the Audit Committee, and his employment experience, the Board of Trustees believes
that Mr. Fobes is experienced with financial, accounting, regulatory and investment matters.

Andrew W. Broer: Mr. Broer has served as a Trustee of the Trust since 1998. Mr. Broer has also served as Global Data
Center Manager and Member of Technical Staff for Cisco Systems, Inc., from 1996 to 2013. From 2013 to 2014, Mr. Broer was Senior Manager
of Data Center Operations for Box, Inc. From 2014 to present, Mr. Broer has been Manager of Data Center Tools and Monitoring for Apple,
Inc. Through his experience as a Trustee of the Trust and his employment experience, the Board of Trustees believes that Mr. Broer is
experienced with financial, accounting, regulatory and investment matters.

Peter M. Robinson: Mr. Robinson has served as a Trustee since August 21, 2020. Mr. Robinson possesses what the Board
feels are unique experiences, qualifications and skills valuable to the Trust. He has been an Independent Director of United States Commodity
Funds, LLC (a commodity pool operator and general partner to exchange-traded commodity funds) since September 2005. He has also been
a Fellow since 1993 with the Hoover Institution. He authored three books and has been published in the New York Times, Red Herring, and
Forbes ASAP and is the editor of Can Congress Be Fixed?: Five Essays on Congressional Reform (Hoover Institution Press, 1995). Mr. Robinson
has been listed as a principal of United States Commodity Funds, LLC with the Commodity Futures Trading Commission (CFTC) and National
Futures Association (NFA) since December 2005. He earned an MBA from the Stanford University Graduate School of Business, graduated from
Oxford University in 1982 after studying politics, philosophy, and economics and graduated summa cum laude from Dartmouth College in
1979. The Board believes Mr. Robinson’s experience and expertise as a director, author and analyst, including his expertise in regulatory
issues, adds depth and understanding to its consideration of the Trustee’s obligations to the Trust and shareholders.

David A. White: Mr. White has served as a Trustee since August 21, 2020. Mr. White possesses what the Board feels are
unique experiences, qualifications and skills valuable to the Trust. He has been Executive Director, Internal Audit/Risk Management of
Gilead Sciences, Inc., since June 2020. In this position he is responsible for internal audit, compliance and risk management functions.
He was Executive Director, North America Controller of Gilead Sciences, Inc., from August 2016 to May 2020. In this position, he was
responsible for North America controllership functions including financial shared services (record to report, accounts receivable, fixed
assets, payroll, and accounts payable), accounting (revenue accounting and royalties/collaborations) and business process functions (global
process leadership, project management office). Previously, he served in various financial roles for Yahoo! Inc. over a number of years,
culminating in VP & Assistant Controller, Operations, April 2014 to August 2016. Mr. White is also a certified public accountant
(CPA), holds an MBA from the University of California – Los Angeles, and holds a Bachelor of Science degree from Santa Clara University.
The Board believes Mr. White’s experience and expertise as an accountant, auditor, and financial analyst, including his expertise in
public company financial regulatory issues, adds depth and understanding to its consideration of the Trustee’s obligations to the Trust
and shareholders.

11

The trustees and officers, together with their addresses, age, principal occupations during the past five years are as
follows:

12

COMMITTEES

The Board of Trustees may establish various committees to facilitate the timely and efficient consideration of matters
of importance to Independent Trustees, the Trust, and the Trust’s shareholders and to facilitate compliance with legal and regulatory
requirements. Currently, the Board of Trustees has one standing committee, an Audit Committee.

The Audit Committee is composed of both the Independent Trustees. The Audit Committee meets once a year, or more often
as required, in conjunction with meetings of the Board of Trustees. The Audit Committee oversees and monitors the Trust’s internal accounting
and control structure, its auditing function and its financial reporting process. The Audit Committee recommends to the full Board of
Trustees the appointment of auditors for the Trust. The Audit Committee also reviews audit plans, fees, and other material arrangements
with respect to the engagement of auditors, including permissible non-audit services performed. It reviews the qualifications of the
auditor’s key personnel involved in the foregoing activities and monitors the auditor’s independence. During the fiscal year ended December
31, 2020, the Audit Committee held three meetings.

BOARD INTEREST IN THE FUND

As of December 31, 2020, the Trustees owned the following amounts in the Fund:

* 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 Adviser.

COMPENSATION

Trustee fees are paid by the Adviser pursuant to its Administration Agreement with the Trust. Officers and Trustees of
the Fund who are deemed “interested persons” of the Trust receive no compensation from the Adviser. The compensation paid to the Trustees
for the year ended December 31, 2020 is set forth in the following table:

13

CONTROL PERSONS AND PRINCIPAL SECURITY HOLDERS

A principal shareholder is any person who owns (either of record or beneficially) 5% or more of the outstanding shares
of any of the Fund. A control person is one who owns, either directly or indirectly, more than 25% of the voting securities of a company
or acknowledges the existence of such control. As of April 22, 2021, the following shareholders were considered to be either a control
person or principal shareholder of the Fund:

Based on the foregoing, National Financial Services Corp. could be deemed to own a controlling interest in the Berkshire
Focus Fund (i.e., more than 25% of the Fund’s outstanding shares). Shareholders with a controlling interest could affect the outcome
of proxy voting or the direction of management of the Fund. As of April 22, 2021 all Trustees and Officers of the Trust, as a group,
owned less than 1.00% of the Fund’s outstanding shares.

REDEMPTION OF SHARES

The Fund has made an election under Rule 18f-1 whereby the Fund may pay for shares redeemed in part through a distribution
of portfolio securities. Pursuant to Rule 18f-1, the Fund must pay in cash all requests for redemption by any shareholder of record,
limited in amount with respect to each shareholder during any ninety-day period to the lesser of $250,000 or 1% of the net value of the
Fund at the beginning of such period. Any such distributions will be taxable to the shareholder.

The Fund may redeem its shares if the Board of Trustees determines that failure to do so may have materially adverse consequences
to Fund shareholders, such as in a situation where Fund expenses on a per share basis are deemed to be excessive.

The Fund may redeem its shares if the Board of Trustees determines to liquidate the Fund. An involuntary redemption will
create a capital gain or a capital loss which may have tax consequences about which you should consult your tax advisor.

PURCHASES AND SALES THROUGH BROKER DEALERS

Shares of the Fund may be purchased through broker dealers and other intermediaries. The Fund has authorized one or more
brokers to receive on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to receive
purchase and redemption orders on the Fund’s behalf. The Fund will be deemed to have received a purchase or redemption order when an
authorized broker or, if applicable, a broker’s authorized designee, received the order. Customer orders will be priced at the Fund’s
net asset value next computed after they are received by an authorized broker or the broker’s authorized designee.

14

PERFORMANCE INFORMATION

The Fund’s total returns are based on the overall dollar or percentage change in value of a hypothetical investment in
the Fund, assuming all dividends and distributions are reinvested. Average annual total return reflects the hypothetical annually compounded
return that would have produced the same cumulative total return if the Fund’s performance had been constant over the entire period presented.
Because average annual total returns tend to smooth out variations in the Fund’s returns, investors should recognize that they are not
the same as actual year-by-year returns. Average annual return is based on historical earnings and is not intended to indicate future
performance. Under regulations adopted by the Securities and Exchange Commission, the Fund’s average annual total return quotations included
in the prospectus are calculated according to the formula below. In calculating the ending redeemable value, all dividends and distributions
by the Fund are assumed to have been reinvested at net asset value as described in the Prospectus on the reinvestment dates during the
period. Additionally, redemption of shares is assumed to occur at the end of the time period.

AVERAGE ANNUAL TOTAL RETURN

P(1+T)^n = ERV

Where:

AVERAGE ANNUAL TOTAL RETURNS (AFTER TAXES ON DISTRIBUTIONS)

The average annual total return (after taxes on distributions) is computed by finding the average annual compounded rates
of return over the periods that would equate the initial amount invested to the ending value, according to the following formula: P(1+T)^n
= ATV(D) Where “P” equals a hypothetical initial payment of $1,000; “T” equals average annual total return (after taxes on distributions);
“n” equals the number of years; and “ATV(D)” equals the ending value of a hypothetical $1,000 investment made at the beginning of the
stated periods at the end of the stated periods, after taxes on Fund distributions but not after taxes on redemptions.

AVERAGE ANNUAL TOTAL RETURN (AFTER TAXES ON DISTRIBUTIONS AND REDEMPTIONS) The average annual total return (after taxes
on distributions and sale of Fund shares) is computed by finding the average annual compounded rates of return over the periods that
would equate the initial amount invested to the ending value, according to the following formula: P(1+T)^n = ATV(DR) Where “P” equals
a hypothetical initial payment of $1,000; “T” equals average annual total return (after taxes on distributions); “n” equals the number
of years; and “ATV(DR)” equals ending value of a hypothetical $1,000 investment made at the beginning of the stated periods at the end
of the stated periods, after taxes on Fund distributions and redemptions.

NET ASSET VALUE

The net asset value per share of the Fund is calculated for the shares by adding the value of all fund securities and other
assets belonging to the Fund, subtracting the liabilities charged to the Fund, and dividing the result

15

by the number of outstanding shares of the Fund. Assets belonging to the Fund consist of the consideration received upon
the issuance of shares of the Fund together with all net investment income, realized gains/losses and proceeds derived from the investment
thereof, including any proceeds from the sale of such investments, and any funds or payments derived from any reinvestment of such proceeds.

Net asset value for purposes of pricing purchase and redemption orders is determined as of the close of regular trading
hours on the New York Stock Exchange, normally, 4:00 p.m. Eastern time, on each day the Exchange is open for trading and the Federal
Reserve Bank’s Fedline System is open. Currently, the Exchange observes the following holidays: New Year’s Day, Martin Luther King, Jr.
Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas Day.

An example of how the Fund calculated the net asset value per share as of December 31, 2020 is as follows:

PORTFOLIO TRANSACTIONS AND BROKERAGE

Subject to policies established by the Board of Trustees of the Trust, the Adviser is responsible for the Fund’s portfolio
decisions and the placing of the Fund’s portfolio transactions. In placing portfolio transactions, the Adviser seeks the best qualitative
execution for the Fund, taking into account such factors as price (including the applicable brokerage commission or dealer spread), the
execution capability, financial responsibility and responsiveness of the broker or dealer and the brokerage and research services provided
by the broker or dealer. The Adviser generally seeks favorable prices and commission rates that are reasonable in relation to the benefits
received. The portfolio turnover rate for the Fund is calculated by dividing the lesser of amounts of purchases or sales of portfolio
securities for the reporting period by the monthly average value of the portfolio securities owned during the reporting period. The calculation
excludes all securities whose maturities or expiration dates at the time of acquisition are one year or less. Portfolio turnover may
vary greatly from year to year as well as within a particular year, and may be affected by cash requirements for redemption of shares
and by requirements which enable the Fund to receive favorable tax treatment. Portfolio turnover will not be a limiting factor in making
portfolio decisions, and the Fund may engage in short-term trading to achieve their respective investment objectives. High portfolio
turnover involves correspondingly greater expenses to the Fund, including brokerage commissions or dealer mark-ups and other transaction
costs on the sale of securities and reinvestments in other securities. Such sales also may result in adverse tax consequences to the
Fund’s shareholders. The trading costs and tax effects associated with portfolio turnover may adversely affect the Fund’s performance.
The portfolio turnover rates for the Berkshire Focus Fund for the three years ended December 31, 2018, 2019 and 2020 were 595.6%, 980.3%
and 1,599.1%,respectively. The primary reason for the variation in portfolio turnover is that the rates reflect the Adviser’s trading
strategy in response to volatile market conditions and the Adviser’s efforts to reduce the risk in the portfolio by trading more actively.

The Adviser is specifically authorized to select brokers or dealers who also provide brokerage and research services to
the Fund and/or the other accounts over which the Adviser exercises investment discretion and to pay such brokers or dealers a commission
in excess of the commission another broker or dealer would charge if the Adviser determines in good faith that the commission is reasonable
in relation to the value of the brokerage and research services

16

provided. The determination may be viewed in terms of a particular transaction or the Adviser’s overall responsibilities
with respect to the Trust and to other accounts over which it exercises investment discretion.

Research services include supplemental research, securities and economic analyses, statistical services and information
with respect to the availability of securities or purchasers or sellers of securities and analyses of reports concerning performance
of accounts. The research services and other information furnished by brokers through whom the Fund effects securities transactions may
also be used by the Adviser in servicing all of its accounts. Similarly, research and information provided by brokers or dealers serving
other clients may be useful to the Adviser in connection with its services to the Fund. Although research services and other information
are useful to the Fund and the Adviser, it is not possible to place a dollar value on the research and other information received. It
is the opinion of the Board of Trustees and the Adviser that the review and study of the research and other information will not reduce
the overall cost to the Adviser of performing its duties to the Fund under the Advisory Agreement.

Over-the-counter transactions will be placed either directly with principal market makers or with broker-dealers, if
the same or a better price, including commissions and executions, is available. Fixed income securities are normally purchased directly
from the issuer, an underwriter or a market maker. Purchases include a concession paid by the issuer to the underwriter and the purchase
price paid to a market maker may include the spread between the bid and asked prices. For the fiscal years ended December 31, 2018, 2019
and 2020, the Berkshire Focus Fund paid brokerage commissions of $161,123, $522,328 and $1,264,634, respectively.

CUSTODIAN

The Huntington National Bank, 41 South High Street, Columbus, Ohio 43287, has been selected to act as Custodian of the
Fund’s investments. The Custodian acts as the Fund’s depository, safekeeps its portfolio securities and investments, collects all income
and other payments with respect thereto, disburses funds as instructed and maintains records in connection with its duties.

FUND SERVICES

Mutual Shareholder Services, LLC, 8000 Town Centre Drive, Suite 400, Broadview Heights, Ohio 44147 (“MSS”) is retained
by Berkshire Capital to act as the Fund’s Transfer Agent. MSS will maintain the records of each shareholder’s account, process purchases
and redemptions of the Fund’s shares and act as dividend and distribution disbursing agent. MSS calculates daily net asset value per
share and maintains such books and records as are necessary to enable MSS to perform its duties. For the fiscal year ended December 31,
2018, the Adviser paid MSS $43,944 for transfer agent and accounting services. For the fiscal year ended December 31, 2019, the Adviser
paid MSS $57,339 for transfer agent and accounting services. For the fiscal year ended December 31, 2020, the Adviser paid MSS $77,446
for transfer agent and accounting services.

Premier Fund Solutions, Inc., 1939 Friendship Drive, Suite C, El Cajon, CA 92020 provides the Fund with administrative
services, including regulatory reporting and necessary office equipment, personnel and facilities. PFS receives a monthly fee from Berkshire
Capital equal to an annual rate of 0.07% of the Fund’s assets under $200 million, 0.05% of the next $500 million of the Fund’s
average daily net assets, and 0.03% of the average daily net assets of the Fund thereafter (subject to a minimum monthly fee of $2,500).
For the fiscal year ended December 31, 2018, the Adviser paid Premier Fund Solutions, Inc $101,221 for administrative services. For
the fiscal year ended December 31, 2019, the Adviser paid Premier Fund Solutions, Inc. $176,110 for administrative services. For
the fiscal year ended December 31, 2020, the Adviser paid Premier Fund Solutions, Inc. $319,701 for administrative services.

17

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Cohen & Company, Ltd., 1350 Euclid Ave., Suite 800, Cleveland, Ohio, 44115, (“Cohen”) has been selected as independent
registered public accounting firm for the Trust for the fiscal year ending December 31, 2021. Cohen performs an annual audit of the Fund’s
financial statements and provides financial, tax and accounting consulting services as requested.

DISTRIBUTOR

Arbor Court Capital, LLC (the “Distributor”), located at 8000 Town Centre Drive, Suite #400, Broadview Heights,
Ohio, 44147, serves as the principal underwriter of the Fund’s shares. The Distributor is a broker-dealer and acts as the Fund’s
principal underwriter in a continuous public offering of the Fund’s shares.

CODE OF ETHICS

The Trust and the Adviser have each adopted a Code of Ethics (the “Code”) under Rule 17j-1 of the Investment Company
Act of 1940. The personnel subject to the Code are permitted to invest in securities, including securities that may be purchased or held
by the Fund. You may obtain a copy of the Code from the Securities and Exchange Commission.

ANTI-MONEY LAUNDERING PROGRAM

The Trust has established an Anti-Money Laundering Compliance Program (the “Program”) as required by the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA PATRIOT Act”). To
ensure compliance with this law, the Trust’s Program provides for the development of internal practices, procedures and controls, designation
of anti-money laundering compliance officers, an ongoing training program and an independent audit function to determine the effectiveness
of the Program.

Procedures to implement the Program include, but are not limited to, determining that the Fund’s transfer agent has established
proper anti-money laundering procedures, reporting suspicious and/or fraudulent activity and a complete and thorough review of all new
opening account applications. The Fund will not transact business with any person or entity whose identity cannot be adequately verified
under the provisions of the USA PATRIOT Act.

As a result of the Program, the Trust may be required to “freeze” the account of a shareholder if the shareholder appears
to be involved in suspicious activity or if certain account information matches information on government lists of known terrorists or
other suspicious persons, or the Trust may be required to transfer the account or proceeds of the account to a governmental agency.

PROXY VOTING PROCEDURES

The Adviser provides a voice on behalf of shareholders of the Fund. The Adviser views the proxy voting process as an
integral part of the relationship with the Fund. The Adviser is also in a better position to monitor corporate actions, analyze proxy
proposals, make voting decisions and ensure that proxies are submitted promptly. Therefore, the Fund delegates its authority to vote
proxies to the Adviser, subject to the supervision of the Board of Trustees. The Fund’s proxy voting policies are summarized below.

POLICIES OF THE ADVISER. It is the Adviser’s policy to vote all proxies received by the Fund within a reasonable amount
of time of receipt. Upon receiving each proxy the Adviser will review the issues presented and make a decision to vote for, against or
abstain on each of the issues presented in accordance with the proxy voting guidelines that it has adopted. The Adviser will consider
information from a variety of sources in evaluating the issues presented in a proxy. The Adviser will pay particular attention to three
primary areas: (1) Accountability – Suitable procedures implemented to ensure that management of a company is accountable to its board
of directors and its

18

board accountable to shareholders; (2) Alignment of Management and Shareholder Interests – the management and board of
directors share goals and mutual interest in the benefit of the company’s shareholders; and, (3) Transparency -timely disclosure of important
information of a company’s financial performance and operations allows easy evaluation by investors.

CONFLICTS OF INTEREST. The Adviser’s duty is to vote in the best interests of the Fund’s shareholders. Therefore, in situations
where there is a conflict of interest between the interests of the Adviser and the interests of the Fund, the Adviser will abstain from
making a voting decision and will forward all of the necessary proxy voting materials to the Trust to enable the Board to make a voting
decision. When the Board is required to make a proxy voting decision, only the Trustees without a conflict of interest with regard to
the security in question or the matter to be voted upon shall be permitted to participate in the decision of how the Fund’s vote will
be cast.

MORE INFORMATION. The actual voting records relating to portfolio securities during the most recent 12-month period ended
June 30 (starting with the year ending June 30, 2004) is available without charge, upon request by calling toll-free, 1-877-526-0707
or by accessing the SEC’s website at www.sec.gov. In addition, a copy of the Fund’s proxy voting policies and procedures are also
available by calling 1-877-526-0707 and will be sent within three business days of receipt of a request.

DISCLOSURE OF CURRENT PORTFOLIO HOLDINGS

The Fund has adopted the following policies and procedures relating to disclosure of the Fund’s current portfolio securities
holdings. The policies and procedures are primarily implemented through related policies and procedures of the Fund and Berkshire Capital,
including the Fund’s policies and procedures addressing market timing, the Fund’s code of ethics, and Berkshire Capital’s insider trading
policies and procedures. Taken together, these policies and procedures seek to assure that information about the Fund’s current portfolio
securities holdings is not misused, while allowing disclosure of such information when appropriate to the Fund’s operations or generally
in the interests of the Fund’s shareholders, and when there are reasonable expectations that disclosure of current portfolio holdings
information will not compromise the integrity or performance of the Fund. Under these policies and procedures relating to the disclosure
of the Fund’s current portfolio securities, a schedule of portfolio holdings of the Fund disclosing the Fund’s top ten portfolio holdings
in order of position size (calculated as a percentage of total net assets) are usually posted on the Fund’s Website within approximately
30 days after the end of each calendar quarter. Each calendar quarter’s information will remain accessible on the Fund’s Website until
the posting of the following quarter’s schedule of holdings. You may view the Fund’s schedule of portfolio holdings disclosing the top
ten portfolio holdings for the most recently completed quarter online at www.berkshirefunds.com, or obtain a copy of the schedule by
calling toll-free 1-877-526-0707.

The Fund or Berkshire Capital may share non-public current portfolio holdings information of the Fund’s entire portfolio
holdings sooner than 30 days after quarter-end with a service provider to the Fund or Berkshire Capital (including, without limitation,
the Fund’s custodian or administrator, pricing services, proxy voting services, rating and ranking organizations, auditors, broker-dealers
(which may execute trades for the Fund), or other persons that reasonably request such information in order to fulfill their duties (including
affiliated entities for compliance or risk management purposes). These service providers and other entities owe contractual, fiduciary,
or other legal duties to the Fund or Berkshire Capital that foster reasonable expectations that current portfolio holdings information
will not be used to trade securities improperly or otherwise be misused.

The Board of Trustees has delegated to the Fund’s Chief Compliance Officer (the “CCO”) the authority to make decisions
regarding requests for information on portfolio holdings prior to public disclosure. The CCO will authorize the disclosure of portfolio
holdings only if it determines such disclosure to be

19

in the best interests of Fund shareholders. The portfolio holdings disclosure policy, as overseen by the CCO, provides
that the Fund will periodically disclose non-public portfolio holdings on a confidential basis to various service providers that require
such information in order to assist the Fund in its day-to-day operations, as well as public information to certain ratings organizations.
In addition to Berkshire Capital and its affiliates, these entities are described in the following table. The table also includes information
as to the timing of these entities receiving the portfolio holdings information from the Fund.

The Fund does not regard portfolio holdings information that is more than six months old as current, and such information
is not subject to these policies or procedures. Neither the Fund nor Berkshire Capital knowingly enter into any arrangements in which
they would receive compensation or other consideration in exchange for the disclosure of the Fund’s current portfolio securities holdings.

The Board of Trustees of the Fund, in conjunction with the CCO, exercises oversight of disclosure of current portfolio
holdings by reviewing and approving the related Fund and Berkshire Capital policies and procedures discussed above, receiving periodic
reports and other information about any material violations of these policies and procedures, and periodically reviewing and ratifying
other relevant documents such as the Prospectus and Statement of Additional Information. In the event a material issue, conflict of interest,
or other exception to the Policy is identified, the CCO will address the matter and report to the Board of Trustees at their next regular
quarterly meeting.

Beginning March 2020, the Fund is required to file a schedule of portfolio Holdings with the SEC on Form N-PORT within
60 days of the end of the first and third fiscal quarters. The Fund must provide a copy of the complete schedule of portfolio holdings
as filed with the SEC to any shareholder of the Fund, upon request, free of charge. This policy is applied uniformly to all shareholders
of the Fund without regard to the type of requesting shareholder (i.e., regardless of whether the shareholder is an individual or institutional
investor). Information contained in annual and semi-annual reports mailed to

20

shareholders, as well as information filed with the SEC on Form N-PORT for the first and third fiscal quarters and information
posted on the Fund’s website, is public information. All other information is non-public information. Complete schedules of the
Fund’s portfolio holdings as of the end of the Fund’s second and fourth fiscal quarters are contained in the Fund’s semi-annual and annual
reports which are filed with the SEC within 60 days of the end of such quarters. The semiannual reports are filed on Form type N-CSRS
and the annual reports are filed on Form type N-CSR. Shareholder reports containing such portfolio holdings are delivered to shareholders
and are also available at the Fund’s Website at www.berkshirefunds.com.

FINANCIAL STATEMENTS

The financial statements and independent registered public accounting firm’s report required to be included in the Statement
of Additional Information are incorporated herein by reference to the Trust’s Annual Report to Shareholders for the fiscal year ended
December 31, 2020. The Trust will provide the Annual Report without charge at written or telephone request.

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PART C

OTHER INFORMATION

Item 28. Financial Statements and Exhibits

(a) Articles of
Incorporation.

Item 29. Control Persons.

No person is directly or indirectly controlled by or under common control with the Registrant.

Item 30. 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 The Berkshire Funds (the “Trust”) (which was filed as an exhibit to the Trust’s Pre-Effective Amendment No. 1) 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 Registrant may maintain a standard mutual fund and investment advisory professional and directors and officers liability policy. The policy, if maintained, would provide coverage to the Registrant, its Trustees and officers, and could cover its
Advisers, among others. Coverage under the policy would include losses by reason of any act, error, omission, misstatement, misleading statement, neglect or breach of duty.

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 Agreements under the headings “Limitation of Liability” which are
identical to those in the Declaration of Trust noted above.

Item 31. Business and Other Connections of the Investment Adviser.

With respect to the Adviser, the response to this item will be incorporated by reference to the Adviser’s Uniform Application for Investment Adviser Registration (“Form ADV”) on file with the Securities and Exchange Commission (“SEC”) for Berkshire
Capital Holdings Inc. (No. 801-53149). The Adviser’s Form ADV may be obtained, free of charge, at the SEC’s website at www.adviserinfo.sec.gov.

Item 32. Principal Underwriter

(c) Not Applicable.

Item 33. Location of Accounts and Records

Accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act, and the Rules promulgated thereunder, will be maintained as follows:

For the Investment Adviser – Berkshire Capital Holdings, Inc. 475 Milan Drive, Suite #103, San Jose, CA 95134.

For Administration – Premier Fund Solutions, Inc. 1939 Friendship Drive, Suite C, El Cajon CA 92020.

For Accounting/Transfer Agency – Mutual Shareholder Services, LLC 8000 Town Centre Drive, Suite 400, Broadview Heights, OH 44147.

For Custody – The Huntington National Bank 41 South High Street, Columbus, OH 43287.

Item 34. Management Services. Not Discussed in Parts A or B.

Not Applicable.

Item 35. Undertakings

Not Applicable.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment
Company Act of 1940, as amended, the Registrant certifies that it meets all requirements for effectiveness of this Registration Statement
under rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Jose and the State of California on the 28th of April, 2021.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date(s) indicated.

Cohen & Co

CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated February 26, 2021,
relating to the financial statements and financial highlights of The Berkshire Focus Fund, a series of The Berkshire Funds, for the year
ended December 31, 2020, and to the references to our firm under the headings “Financial Highlights” and “Independent
Registered Public Accounting Firm” in the Prospectus and “Independent Registered Public Accounting Firm” and “Disclosure
of Current Portfolio Holdings” in the Statement of Additional Information.

/s/ Cohen & Company, Ltd.

Cohen & Company, Ltd.

Cleveland, Ohio

April 27, 2021

CODE OF ETHICS
THE BERKSHIRE FUNDS
December 12, 2020

     Rule 17j-1 under the Investment Company Act of 1940 (the “1940 Act”) addresses conflicts of interest that arise from personal trading activities of investment company personnel. In particular, Rule 17j-1 prohibits fraudulent, deceptive or manipulative acts by such personnel in connection with their personal transactions in securities held or to be acquired by the investment company. The Rule also requires an investment company to adopt a code of ethics containing provisions reasonably necessary to prevent fraudulent, deceptive or manipulative acts and requires certain persons to report their personal securities transactions to the investment company.

     This Code of Ethics has been adopted by the Board of Trustees of The Berkshire Funds (the Company”). It is based on the principle that the trustees and officers of the Company owe a fiduciary duty to the Company’s shareholders to conduct their affairs, including their personal securities transactions, in such a manner as to avoid (1) serving their own personal interests ahead of the shareholders, (2) taking advantage of their position, and (3) any actual or potential conflicts of interest.

I. Definitions.

As used in this Code of Ethics, the following terms shall have the following meanings: (a) “Access person” means (i) all the Fund’s trustees and officers, (ii) any employee, officer or director of the Adviser who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund, (iii) any employee officer or director of the Company’s principal underwriter who, in in the ordinary course of business, makes or participates in or obtains information regarding the purchase or sale of securities by the Fund, or whose function or duties in the ordinary course of business relate to the making of any recommendations regarding the purchase or sale of securities by the Fund, and iv) any natural person in a control relationship with the Company or the Adviser who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.

     (a) “Adviser” shall mean Berkshire Capital Holdings, Inc.

     (b) Automatic Investment Plan” shall mean a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

     (c) “Beneficial ownership” shall mean the direct or indirect pecuniary interest, through any contract, arrangement, understanding, relationship or otherwise, in any security. A pecuniary interest is the opportunity to directly or indirectly profit or otherwise obtain financial benefits from any interest in a security. It includes ownership or any benefits of ownership by a member of a person’s immediate family (such as a spouse, minor children and adults living in such person’s home) and trusts of which such person or an immediate family member of such person is a trustee or in which any such person has a beneficial interest.

     (d) “Disinterested trustee” shall mean a trustee of the Company who is not an “interested person” of the Company within the meaning of Section 2(a)(19) of the 1940 Act.

     (e) “Funds” shall mean the Berkshire Focus Fund.

     (f) “Security” shall have the same meaning set forth in Section 2(a)(36) of the 1940 Act, except that it shall not include shares of registered open-end investment companies, direct obligations of the U.S. Government, banker’s acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements.

     (g) A “security held or to be acquired by the Funds” shall mean (1) any security which, within the most recent fifteen (15) days, is or has been held by the Funds or is being or has been considered by the Funds or the Adviser for purchase by the Funds, or (2) any option to purchase or sell, and any security convertible into or exchangeable for, any such security.

     (h) “Transaction” shall mean the purchase or sale, or any action to accomplish the purchase or sale, (including the writing of an option to purchase or sell securities) of a security

II. Prohibition on Certain Actions.

Officers and trustees of the Company shall not, in connection with security transaction, directly or indirectly, by such person of a security held or to be acquired by the Funds: (a) Employ any device, scheme or artifice to defraud the Funds; (b) Make any untrue statement of a material fact to the Company or to omit to state a material fact necessary in order to make the statements made to the Company, in light of the circumstances under which they are made, not misleading; (c) Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Funds; or (d) Engage in any manipulative practice with respect to the Funds.

III. Code of Ethics of Adviser.

All trustees and officers of the Company who are also directors, officers or employees of the Adviser are subject to the Code of Ethics of the Adviser, which is incorporated by reference herein.

IV. Quarterly Reporting of Securities Transactions.

Each access person, other than a disinterested trustee, shall file with the Chief Compliance Officer no later than thirty (30) days after the end of each calendar quarter, all personal security transactions for that quarter. The form attached as “Exhibit A,” Personal Securities Transaction Record, shall be used for this purpose. All such reports will be reviewed by the Chief Compliance Officer. A disinterested trustee shall be required to file such reports only with respect to transactions where such trustee knows, or in the course of fulfilling his or her duties should have known, that during the 15-day period immediately preceding or following the date of a transaction in a security by the trustee such security was purchased or sold by the Funds or the purchase or sale by the Funds is or was considered by the Funds or the Adviser.

V. Initial and Annual Reporting of Holdings.

Each access person, other than a disinterested trustee, shall file with the Chief Compliance Officer, no later than ten 10 days after he or she becomes a trustee or officer, an initial holdings report listing all securities beneficially owned by such person as of the date he or she became a trustee or officer. Such report must be current as of a date no more than forty-five (45) days before the trustee or officer becomes a trustee or officer. On an annual basis, each access person, other than a disinterested trustee, shall file with the Chief Compliance Officer a holdings report listing all securities beneficially owned by such person; such report must be current as of a date no more than forty-five (45) days before the report is submitted. Any such initial or annual report shall set forth the following

information: (1) the title, number of shares and principal amount of each security in which the access person had any direct or indirect beneficial ownership; (2) the name of any broker, dealer or bank with whom the access person maintained an account in which any securities were held for the direct or indirect benefit of such trustee or officer; and (3) the date that the report is submitted. The form attached as “Exhibit B”, Personal Securities Holdings Report, shall be used for this purpose.

 VI. Exceptions from Reporting Requirements.

An access person need not file reports:

      (a) Under Sections IV and V:

          (i) With respect to transactions effected for, and securities held in, any account over which the access person has no direct or indirect influence or control;

         (ii) If the access person is disinterested trustee and the requirements specified in Sections IV and VI are satisfied.

         (iii) If the access person is subject to the Adviser’s Code of Ethics under Section 204A-1 under the Investment Advisers Act of 1940 and the information in reports filed pursuant to the Code of Ethics would duplicate information required to be recorded under this Code of Ethics.

     (b) Under Sections IV only:

         (i) If a report under this Code of Ethics would duplicate information contained in broker trade confirmations or account statements received by the Chief Compliance Officer in the time period required by Section VI, if all of the information required by such Section is contained in the broker trade confirmations or account statements, or in the records of the Adviser; or (ii) With respect to a transaction effected pursuant to an Automatic Investment Plan.

VI. Restrictions on Trading.

     (a) Any transactions in a private placement or limited offering by an access person must be authorized by the Chief Compliance Officer, in writing, prior to the transaction. In connection with a private placement acquisition, the Chief Compliance Officer will take into account, among other factors, whether the investment opportunity should be reserved for a client, and whether the opportunity is being offered to the Access person by virtue of that person’s position with the Adviser. If the private placement acquisition is authorized, the Chief Compliance Officer shall retain a record of the authorization and the rationale supporting the authorization. Access persons who have been authorized to acquire securities in a private placement will, in connection therewith, be required to disclose that investment if and when they take part in any subsequent investment in the same issuer. In such circumstances, the determination to purchase securities of that issuer on behalf of a client will be subject to an independent review by personnel of the Adviser with no personal interest in the issuer.

     (b) Access persons are prohibited from acquiring any security in an initial public offering without the prior written approval of the Chief Compliance Officer.

VII. Disclaimer of Beneficial Ownership.

An access person may include in any report required under Sections IV or V, a disclaimer as to the beneficial ownership in any securities covered by the report.

VIII. Sanctions.

If any access person violates any provisions set forth in this Code of Ethics, the Chairman of the Company shall impose such sanctions as he deems appropriate including, but not limited

to, a letter of censure or termination of employment, censure, fines, freezing of one’s personal account or securities in that account for a specified time frame.

IX. Reporting to Board of Trustees.

At least once each year, the Company, the Adviser and the principal underwriter shall provide the Board of Trustees with a written report that (1) describes issues that arose during the previous year under this Code of Ethics including, but not limited to, information about material violations and sanctions imposed in response to those material violations, and (2) certifies to the Board of Trustees that the Company, the Adviser and the principal underwriter have adopted procedures reasonably necessary to prevent its access persons from violating this Code of Ethics.

X. Applicability to the Company’s Principal Underwriter.

The Company’s principal underwriter is not subject to this Code of Ethics unless: (a) The principal underwriter is an affiliated person of the Company or the Adviser; or (b) An officer, director or general partner of the principal underwriter serves as an officer, director or general partner of the Fund or of the Fund’s investment adviser.

XI. Notification of Reporting Obligation.

The Chief Compliance Officer shall identify all persons who are required to make the reports required under Sections IV and V and shall inform those persons of their reporting obligation. All reports will be reviewed by the Chief Compliance Officer upon receipt.

XII. Retention of Records.

The Company shall maintain the following records, for the time periods and in the manner set forth below, at its principal place of business: (a) A copy of this Code of Ethics, and each code of ethics previously in effect for the Company at any time within the past five years, must be maintained in an easily accessible place.

     (b) A record of any violation of the Company’s code of ethics, and any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs.

     (c) A copy of each report required to be made by an access person pursuant to this Code of Ethics must be maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place.

     (d) A record of all persons, currently or within the past five years, who are or were required to make reports under Sections IV and V, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place.

     (e) A copy of each report required to be made by the Chief Compliance Officer of the Company to the Board of Trustees pursuant to Section VIII must be maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place.

     I certify that I have read and understand the Code of Ethics and recognize that I am subject to it. I certify that this is a complete list of all Securities in which I have a beneficial interest, and that I have complied with the requirements of the Code of Ethics including disclosure of all securities transactions for which the Code of Ethics requires disclosure.

CODE OF ETHICS
BERKSHIRE CAPITAL HOLDINGS, INC.
December 12, 2020

     The nature of our business places all directors, officers, and employees (collectively called “employees”) of Berkshire Capital Holdings, Inc. (the “Adviser”) in a fiduciary position. We must accept certain limitations as to our freedom of action with regard to personal financial matters. Our financial interest must at all times be subordinated to those of the Adviser’s clients.

     It is impossible to anticipate every circumstance which could, in fact or in theory, cause a conflict of interest between employees of the Adviser and the clients of the Adviser (including, but not limited to, The Berkshire Funds). Many of these are covered in this Code of Ethics. If there is any doubt in an employee’s mind as to whether or not a possible conflict of interest is involved, he or she should consult Malcolm R. Fobes III (otherwise known as the “Portfolio Manager”, “Chief Executive Officer” or “Chief Compliance Officer”).

     In addition, the use of inside information to trade in securities or to benefit in any way is strictly forbidden. Section X highlights our policy on insider trading and the procedures in place to prevent it.

     Employees are reminded that compliance with the letter and intent of this Code of Ethics is essential to their employment by the Adviser.

I. Definitions.

As used in this Code of Ethics, the following terms shall have the following meanings:

     (a) “Access person” means any of the Adviser’s partners, officers, directors, employees and others, each subject to the supervision and control of the Adviser , who provide investment advice on behalf of the Adviser and (i) who have access to nonpublic information regarding any clients’ purchase or sale of securities, or access nonpublic information regarding the portfolio holdings of any Fund” and (ii) who is involved in making securities recommendations to clients or who has access such non-public recommendations.

     (b) “Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

     (c) “Beneficial ownership” means the direct or indirect pecuniary interest, through any contract, arrangement, understanding, relationship or otherwise, in any security. A pecuniary interest is the opportunity to directly or indirectly profit or otherwise obtain financial benefits from any interest in a security. It includes ownership or any benefits of ownership by a member of an employee’s immediate family (such as a spouse, minor children and adults living in such employee’s home) and trusts of which such employee or an immediate family member of such employee is a trustee or in which any such employee has a beneficial interest.

     (d) “Employees” means the employees, officers and directors of the Adviser, including access person.

     (e) “Exempt Transactions” means transactions that are 1) effected in an amount or in a manner over which the employee has no direct or indirect influence or control, 2) pursuant to an Automatic Investment Plan, 3) in connection with the exercise or sale of rights to purchase additional securities from an issuer and granted by such issuer pro-rata to all holders of a class of its securities, 4) in connection with the call by the issuer of a preferred stock or bond, or 5) pursuant to the exercise by a second party of a put or call option.

     (f) “Fund” means any series of any investment company to which the Adviser provides investment advice.

     (g) “Personal account” means any securities account or portfolio in which an employee or a member of his or her family has any direct or indirect beneficial ownership or over which such person exercises control or influence, including, but not limited to, any joint account, partnership, corporation, trust or estate. An employee’s family members include the employee’s spouse, minor children, any person living in the home of the Employee and any relative of the employee (including in-laws) to whose support an employee directly or indirectly contributes.

     (h) “Security” has the same meaning set forth in Section 2(a)(36) of the Investment Company Act of 1940, except that it shall not include shares of unaffiliated registered open-end investment companies, direct obligations of the United States Government, banker’s acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements.

     (i) A “security held or to be acquired” by a client means (1) any security which, within the most recent fifteen (15) days, is or has been held by a client or is being or has been considered by a client or the Adviser for purchase by a client, or (2) any option to purchase or sell, and any security convertible into or exchangeable for, any such security.

     (j) “Transaction” means the purchase or sale, or any action to accomplish the purchase or sale, (including the writing of an option to purchase or sell securities) of a security for an personal account. The term “transaction” does not include transactions executed by the Adviser for the benefit of unaffiliated persons, such as investment advisory and brokerage clients.

II. Restrictions on Trading.

     Employees are encouraged to choose investments in keeping with a long-term investment horizon in their personal accounts. The Adviser does not wish to have employees distracted by trading activities and believes that such activities invariably would detract from an employee’s value to the Adviser and its clients.

     The trading restrictions in this Section II do not apply to transactions listed in Section IX or the transaction involves a private placement or initial public offering. Employees must remember that regardless of the transaction’s status as exempt or not exempt, the Employee’s fiduciary obligations remain unchanged. Similarly, employees are encouraged to manage their personal accounts in such a manner that the performance of one particular investment does not distract the employee from his or her work.

     (a) Prior to engaging in transactions in personal accounts, the employees of the Adviser shall (i) verify that there are no outstanding orders for the relevant security and have the Portfolio Manager of the Adviser initial a designated form; (ii) verify that no client has transacted in the relevant security within at least seven (7) calendar days and have the Portfolio Manager of the Adviser initial the form; and (iii) verify with the Portfolio Manager of the Adviser that the relevant security is not under consideration as a purchase or a sale candidate and have the Portfolio Manager of the Adviser initial the form. Notification of approval or denial to trade may be given verbally; however, it must be confirmed in writing within 24 hours of the verbal notification. The form attached as “Exhibit B”, Securities Transaction Approval Form, is to be filed with the Portfolio Manager of the Adviser. All orders should be placed as day or market orders. If the order is not completed in a day, the above procedure must be repeated before the order can be reentered. These restrictions will help insure that (i) our clients have first access to our investment ideas, (ii) the security in question is not under active consideration, and (iii) a buy or sell program is not underway.

     (b) In the event the Portfolio Manager himself engages in a transaction in securities in his personal account, approval of such transaction will be given by the Treasurer of the Adviser.

     (c) Any transactions in a private placement or limited offering by an access person must be authorized by the Chief Compliance Officer, in writing, prior to the transaction. In connection with a private placement acquisition, the Chief Compliance Officer will take into account, among other factors, whether the investment opportunity should be reserved for a client, and whether the opportunity is being offered to the Access person by virtue of that person’s position with the Adviser. If the private placement acquisition is authorized, the Chief Compliance Officer shall retain a record of the authorization and the rationale supporting the authorization. Access persons who have been authorized to acquire securities in a private placement will, in connection therewith, be required to disclose that investment if and when they take part in any subsequent investment in the same issuer. In such circumstances, the determination to purchase securities of that issuer on behalf of a client will be subject to an independent review by personnel of the Adviser with no personal interest in the issuer.

     (d) Access persons are prohibited from acquiring any security in an initial public offering without the prior written approval of the Chief Compliance Officer. This restriction is imposed in order to preclude any possibility of an access person profiting improperly from such employee’s position with the Adviser. If participation in the initial public offering is authorized, the Chief Compliance Officer shall retain a record of the authorization and the rationale supporting the authorization.

     (e) Employees shall immediately report to the Portfolio Manager of the Adviser (i) any existing financial interest in any brokerage firm or related organization, and (ii) any employment or family members by any brokerage firm or related persons.

     (f) If an employee recommends that the firm purchase a security of the same class held by a personal account, the employee must disclose at the time of the initial recommendation that the personal account owns such security.

     (g) No orders of any kind may be placed using the Adviser’s trading facilities other than for client accounts.

III. Restriction on Gifts, Etc.

     No employee shall accept any gift of material value, or any entertainment exceeding what is customary, from any client of the Adviser or from the client’s estate or any broker/dealer, bank, corporation, or supplier of goods or services to the Adviser or its clients. Any employee who receives an offer of either a gift or bequest of material value from any of the foregoing sources shall promptly report it to the Chief Compliance Officer of the Adviser.

     Access persons shall not, directly or indirectly, give or permit to be given anything of value (including gratuities) in excess of $100 per individual per year where such payment or gratuity is in relation to the business of the Adviser. This limitation does not include customary business entertainment, such as dinners or sporting events, where the access person is the host of the dinner or event. Gifts of tickets to sporting events or similar gifts where access person do not accompany the client are subject to the $100 limits cited above.

IV. Restrictions on Serving as Fiduciary.

     Employees shall not accept appointments as trustee, executor, administrator, guardian, conservator, adviser, partner, director, or other fiduciary without prior approval of the Chief Compliance Officer of the Adviser. Appointment as a fiduciary for a relative is exempt from this requirement, although such appointment should be promptly reported.

V. Prohibition on Other Conflicts of Interest.

     Employees shall not, in connection with the purchase or sale, directly or indirectly, by such person of a security held or to be acquired by a client: (a) Employ any device, scheme or artifice to defraud the client;

     (b) Make any untrue statement of a material fact to the client or to omit to state a material fact necessary in order to make the statements made to the client, in light of the circumstances under which they are made, not misleading; (c) Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the client; or (d) Engage in any manipulative practice with respect to the client.

VI. Quarterly Reporting of Securities Transactions.

     An access person shall file with the Chief Compliance Officer, no later than thirty (30) days after the end of each calendar quarter, all personal security transactions for that quarter. The form attached as “Exhibit A”, Personal Securities Transaction Report, shall be used for this purpose. All such reports will be reviewed by the Chief Compliance Officer, except that reports submitted by the Chief Compliance Officer himself will be reviewed by the Treasurer of the Adviser. A gift of a security to a charitable organization or to an individual is considered a sale and should be reported. Accounts managed by the Adviser are exempt from this requirement.

VII. Initial and Annual Reporting of Holdings.

     An access person shall file with the Chief Compliance Officer, no later than ten (10) days after he or she becomes an access person, an initial holdings report listing all securities beneficially owned by such employee no more than forty-five (45) days prior to the date he or she became an access person. On an annual basis, an access person shall file with the Chief Compliance Officer a holdings report listing all securities beneficially owned by such employee; such report must be current as of a date no more than forty-five (45) days before the report is submitted. Any such initial or annual report shall set forth the following information: (1) the title, number of shares and principal amount of each security in which the employee had any direct or indirect beneficial ownership; (2) the name of any broker, dealer or bank with whom the employee maintained an account in which any securities were held for the direct or indirect benefit of such employee; and (3) the date that the report is submitted. The form attached as “Exhibit C”, Personal Securities Holdings Report, shall be used for this purpose.

VIII. Disclaimer of Beneficial Ownership.

     An access person may include in any report required under Sections VI or VII, a disclaimer as to beneficial ownership in any securities covered by the report.

IX. Exceptions from Reporting Requirements.

     An access person need not file:

     (a) Reports under Sections VI or VII with respect to transactions effected for, and securities held in, any account over which the person has no direct or indirect influence or control; (b) A quarterly report under Section VI if the report would duplicate information contained in broker trade confirmations or account statements received by the Chief Compliance Officer in the time period required by Section VI, if all of the information required by such Section is contained in the broker trade confirmations or account statements, or in the records of the Adviser; or (c) A quarterly report under Section VI with respect to a transaction effected pursuant to an Automatic Investment Plan.

X. Restriction on Use of Inside Information.

     The Adviser strictly forbids any of its employees from trading on or relaying inside information for personal benefit or on behalf of others. This policy applies to every employee and applies to activities engaged in by the employee both within and outside of the realm of his or her employment.

     Insider trading is a breach of Federal Securities law and is subject to both civil and criminal penalties. In addition, the Insider Trading and Securities Fraud Enforcement Act of 1988 (ITSFEA), subsequently increases
the civil and criminal penalties for trading on material, non-public information and broadens the scope of responsibility for preventing insider trading. The ITSFEA requires the Adviser to establish and enforce a written policy on insider trading.
The law also creates the concept of a “controlling person” which means that unless the Adviser establishes and enforces a policy to prohibit insider trading, the Adviser and its controlling persons may be held responsible and liable for any insider
trading violations of its employees.

     The laws of insider trading are continuously changing. An employee may legitimately be uncertain about the application of the rules in a particular circumstance. Often, a single question can forestall disciplinary
action or complex legal problems. Employees should notify the Chief Compliance Officer immediately with any questions as to the propriety of any actions or about the policies and procedures contained herein.

     (a) Insider Trading. Federal Securities laws do not define the concept of an insider or insider trading; the burden of proof is upon the individual and the firm to show that it did not break Federal Securities laws. Any
dispute will be judged in court looking back with perfect hindsight. Insider trading is generally defined as the use of inside information to trade in securities or the communication of this information to others. The law prohibits: (i) Any trading
by an insider in possession of material, non-public information; (ii) Any trading by a non-insider having inside information either disclosed by an insider in violation of his or her fiduciary duty to keep it confidential or misappropriated; and
(iii) The communicating of material, non-public information to others, also known as “tipping”.

     (b) The Concept of the Insider. The concept of the insider is very broad. An insider includes employees, officers and directors of a company. Also included are persons associated with the company through a special,
confidential relationship in the conducting of the company’s affairs and who receive information solely for the company’s purposes. These “insiders” can include but are not limited to, attorneys, consultants, accountants and financial printers.

     (c) What is Inside Information? Inside information is broadly defined to include two concepts: materiality and non-public. Material information is information for which there is a substantial likelihood that a
reasonable investor would consider important in making an investment decision or is reasonably certain to have a substantial impact on the price of a company’s securities. Such information is considered to be non-public until it has been
disseminated to investors generally. One must be able to point to some fact to show that the information is generally public. For example, information found in a report publicly filed with the SEC, or appearing in Dow Jones, Reuters Economic
Services, The Wall Street Journal or other publications of general circulation would be considered public. The stock exchanges require that companies disclose information to the national news and business newswire services (i.e., Dow Jones News
Service and Reuters), the national services (i.e., Associated Press), and The New York Times and The Wall Street Journal. In addition, information appearing in local newspapers, brokerage reports, and SEC documents are generally considered to be
public.

     (d) Procedure Upon Receipt of Inside Information. The Adviser requires employees to report any information which he or she believes to be insider information to the Chief Compliance Officer of the

Adviser. The information should be reported even if the employee is unsure as to whether or not it represents inside information.

Whenever an employee receives material, non-public information, he or she shall not:

     The decision for the appropriate course of action will be made by the Chief Compliance Officer of the Adviser.

XI. Sanctions.

     If any employee violates any provisions set forth in this Code of Ethics, the Chief Compliance Officer of the Adviser shall impose such sanctions as he deems appropriate including, but not limited to, a letter of censure or termination of employment, censure fines, freezing of one’s personal account or securities in that account for a specified time frame.

XII. Reporting to Board of Directors.

     At least once each year, the Chief Compliance Officer of the Adviser shall provide the Board of Directors of the Adviser and the Board of Trustees of The Berkshire Funds with a written report that (1) describes issues that arose during the previous year under this Code of Ethics including, but not limited to, information about material violations and sanctions imposed in response to those material violations, and (2) certifies to the Board of Directors of the Adviser and the Board of Trustees of The Berkshire Funds that the Adviser has adopted procedures reasonably necessary to prevent its employees from violating this Code of Ethics.

XIII. Compliance Education Program.

     The Chief Compliance Officer of the Adviser shall identify all employees who are required to make the reports required under Sections VI and VII and shall inform those employees of their reporting obligations. As part of the Adviser’s ongoing compliance education program, it has implemented the following procedures:

     (a) Review for New Employees. New employees will be given a copy of the Code of Ethics and will be required to read and sign it. The Chief Compliance Officer of the Adviser will be available to review the statement with the employee.

     (b) Revisions. Any revisions of this statement will be distributed to all employees.

     (c) Annual Review. Once each year, the Chief Compliance Officer of the Adviser will review this Code of Ethics with all employees. Annually, each employee must certify that he or she has read and understands this Code of Ethics and any amendment, and recognizes that he or she is subject to it, that he or she has complied with the requirements of this Code of Ethics and has disclosed or reported all transactions in personal accounts required to be disclosed or reported pursuant to the requirements of this Code.

XIV. Retention of Records.

     The Adviser shall maintain the following records, for the time periods and in the manner set forth below, at its principal place of business:

     (a) A copy of this Code of Ethics, and each code of ethics previously in effect for the Adviser at any time within the past five years, must be maintained in an easily accessible place.

     (b) A record of any violation of the Adviser’s code of ethics, and any action taken as a result of the violation, must be maintained in an easily accessible place for at least five years after the end of the fiscal year in which the violation occurs.

     (c) A record of all written acknowledgments of receipt of the Code of Ethics for each person who is currently, or within the past five years was, an employee.

     (d) A copy of each report required to be made by an employee pursuant to the Adviser’s code of ethics must be maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place.

     (e) A record of all employees, currently or within the past five years, who are or were required to make reports under Sections VI and VII, or who are or were responsible for reviewing these reports, must be maintained in an easily accessible place.

     (f) A copy of each report required to be made by the Chief Compliance Officer of the Adviser to the Board of Directors of the Adviser or the Board of Trustees of The Berkshire Funds pursuant to Section XII must be maintained for at least five years after the end of the fiscal year in which the report is made, the first two years in an easily accessible place.

     (g) A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by access persons in initial public offerings or private placements, for at least five years after the end of the fiscal year in which the approval is granted

I acknowledge that I have read, and fully understand the Code of Ethics of Berkshire Capital Holdings, Inc.

     I certify that I have read and understand the Code of Ethics and recognize that I am subject to it. I certify that this is a complete list of all Securities in which I have a beneficial interest, and that I have complied with the requirements of the Code of Ethics including disclosure of all securities transactions for which the Code of Ethics requires disclosure.