BERGER INSTITUTIONAL PRODUCTS TRUST, N-1A, 1995-10-18

BERGER INSTITUTIONAL PRODUCTS TRUST
N-1A, 1995-10-18

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 18, 1995

1933 Act File No. 33-_____
1940 Act File No. 811-____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. [ ]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. [ ]

(Check appropriate box or boxes)

BERGER INSTITUTIONAL PRODUCTS TRUST
- - ----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

210 University Boulevard, Suite 900, Denver, Colorado 80206
- - ----------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (303) 329-0200
-----------------

Gerard M. Lavin, 210 University Boulevard, Suite 900, Denver, CO 80206
- - ----------------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon after the
effective date of this registration statement as is practicable.

Registrant elects to register an indefinite number of its shares of
beneficial interest pursuant to Rule 24f-2 under the Investment
Company Act of 1940. Amount of registration fee: $500.00.

REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES
THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

<PAGE>
BERGER INSTITUTIONAL PRODUCTS TRUST
SHARES OF BENEFICIAL INTEREST
($.01 Par Value)

Cross-Reference Sheet Pursuant to Rule 481

<TABLE>
<CAPTION>
Item No. and Caption in Form N-1A Number of Section
- - -----------------------------------------------------------------------------------
<S> <C>
A. Prospectus
----------
1. Cover Page Cover Page
2. Synopsis Section 1
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Sections 2, 3, 4 and 10
5. Management of the Fund Sections 5 and 6
5A. Management's Discussion of Fund Performance Not Applicable
6. Capital Stock and Other Securities Sections 9, 10 and 11
7. Purchase of Securities Being Offered Sections 7 and 8
8. Redemption or Repurchase Section 7
9. Pending Legal Proceedings Not Applicable

B. Statement of Additional Information
-----------------------------------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Section 12
13. Investment Objectives and Policies Sections 1 and 2
14. Management of the Funds Section 3
15. Control Persons and Principal Holders of Securities Sections 3 and 12
16. Investment Advisory and Other Services Sections 3, 4, 5 and 12
17. Brokerage Allocation and Other Practices Sections 1 and 6
18. Capital Stock and Other Securities Section 12
19. Purchase, Redemption and Pricing of Securities
Being Offered Sections 7, 8 and 9
20. Tax Status Section 10
21. Underwriters Not Applicable
22. Calculations of Performance Data Section 11
23. Financial Statements Financial Statements
</TABLE>
<PAGE>
PROSPECTUS

Berger Institutional Products Trust (the "Trust") is an
open-end management investment company. The Trust currently consists
of three diversified series or portfolios (individually referred to as
a "Fund"), known as the Berger IPT - 100 Fund, the Berger IPT - Growth
and Income Fund and the Berger IPT - Small Company Growth Fund. Each
Fund has its own investment objective and policies. The Funds are
recently organized and have no operating history, but their investment
adviser, Berger Associates, Inc. ("Berger Associates") has been in the
investment advisory business for over 20 years. Shares of the Funds
are not offered directly to the public, but are sold only in
connection with investment in and payments under variable annuity
contracts and variable life insurance contracts (collectively
"variable insurance contracts") issued by life insurance companies
("Participating Insurance Companies"), as well as to certain qualified
retirement plans.

BERGER IPT - 100 FUND

The investment objective of the Berger IPT - 100 Fund is
long-term capital appreciation. The Berger IPT - 100 Fund seeks to
achieve this objective primarily by investing in common stocks of
established companies which the Fund's adviser believes offer
favorable growth prospects. Current income is not an investment
objective of the Berger IPT - 100 Fund, and any income produced will
be a by-product of the effort to achieve the Fund's objective.

BERGER IPT - GROWTH AND INCOME FUND

The primary investment objective of the Berger IPT - Growth
and Income Fund is capital appreciation. A secondary objective is to
provide a moderate level of current income. The Berger IPT - Growth
and Income Fund seeks to achieve these objectives by investing
primarily in common stocks and other securities, such as convertible
securities or preferred stocks, which the Fund's adviser believes
offer favorable growth prospects and may also provide current income.

BERGER IPT - SMALL COMPANY GROWTH FUND

The investment objective of the Berger IPT - Small Company
Growth Fund is capital appreciation. The Berger IPT - Small Company
Growth Fund seeks to achieve this objective by primarily investing in
equity securities (including common and preferred stocks, convertible
debt securities and other securities having equity features) of small
growth companies with market capitalization of less than $1 billion at
the time of initial purchase.

This Prospectus sets forth concise information about each of
the Funds that a prospective purchaser of a variable insurance
contract or plan participant should consider before purchasing a
variable contract, allocating contract values to one or more of the
Funds or selecting one of the Funds as an investment option under a
qualified plan. It should be read carefully in conjunction with any
separate account prospectus of the specific insurance product or
qualified plan documents that accompany this Prospectus and retained
for future reference. Additional information about the Funds has been
filed with the Securities and Exchange Commission. A copy of the
Statement of Additional Information, which is incorporated in its
entirety by this reference into the Prospectus, is available upon
request without charge by writing the Berger Funds, c/o Berger
Associates, Inc., P.O. Box 5005, Denver, CO 80217, or call 1-303-329-
0200 or 1-800-_______ or by writing or calling a Participating
Insurance Company.

<PAGE>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH STATE.

The date of this Prospectus and the Statement of Additional
Information referred to above is _________________, 1995.
<PAGE>
Table of Contents

Section Page
- - ------- ----
1. Fee Tables. . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Introduction. . . . . . . . . . . . . . . . . . . . . . . . 2

3. Investment Objectives and Policies and Risk Factors . . . . 2

4. Portfolio Turnover. . . . . . . . . . . . . . . . . . . . . 9

5. Management and Investment Advice. . . . . . . . . . . . . . 9

6. Expenses of the Funds . . . . . . . . . . . . . . . . . . . 11

7. How to Purchase and Redeem Shares in the Funds. . . . . . . 12

8. How the Net Asset Value Is Determined . . . . . . . . . . . 12

9. Income Dividends, Capital Gains Distributions and Tax
Treatment . . . . . . . . . . . . . . . . . . . . . . . . . 13

10. Additional Information. . . . . . . . . . . . . . . . . . . 13

11. Performance . . . . . . . . . . . . . . . . . . . . . . . . 15

12. Shareholder Inquiries . . . . . . . . . . . . . . . . . . . 17
<PAGE>
1. FEE TABLES

SHAREHOLDER TRANSACTION EXPENSES (APPLICABLE TO ALL THREE FUNDS)

Maximum Sales Load Imposed on Purchases 0%
Maximum Sales Load Imposed on Reinvested Dividends 0%
Deferred Sales Load 0%
Redemption Fees 0%
Exchange Fee 0%

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Other Expenses/*/ Total Fund
Fee Operating
Expenses/*/

Berger IPT - 100 Fund .75% .22% .97%
Berger IPT - Growth and .75% .22% .97%
Income Fund
Berger IPT - Small Company .90% .22% 1.12%
Growth Fund

EXAMPLES

You would pay the following expenses on a $1,000 investment,
assuming 5% annual return, and assuming redemption at the end of each
time period:

1 Year/*/ 3 Years/*/

Berger IPT - 100 Fund $10 $31
Berger IPT - Growth and Income $10 $31
Fund
Berger IPT - Small Company $11 $35
Growth Fund

/*/ Based on estimated expenses for the Funds' first year of
operations.

THE EXPENSES SET FORTH IN THE PRECEDING TABLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES,

-1-<PAGE>
AND ACTUAL EXPENSES MAY BE GREATER OR LESSER THAN THOSE SHOWN. THE
ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED
A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE
GREATER OR LESSER THAN THE ASSUMED AMOUNT.

The purpose of the preceding tables is to assist the
investor in understanding the various costs and expenses that an
investor in any of the Funds will bear directly or indirectly. In the
fee table, "Other Expenses" and "Total Fund Operating Expenses" are
based on estimated amounts for the Funds' first year of operation.
The Funds' investment adviser has voluntarily agreed to waive its
advisory fee to the extent necessary so that total operating expenses
of each of the Berger IPT - 100 Fund and the Berger IPT - Growth and
Income Fund do not exceed 1.00%, and the total operating expenses of
the Berger IPT - Small Company Growth Fund do not exceed 1.15%, of the
respective Fund's average net assets. The Funds' expenses are
described in greater detail under "Management and Investment Advice"
and "Expenses of the Funds".

2. INTRODUCTION

The Berger IPT - 100 Fund, the Berger IPT - Growth and
Income Fund and the Berger IPT - Small Company Growth Fund are all
diversified portfolios or series of the Berger Institutional Products
Trust, a management investment company. The Funds sell and redeem
their shares at net asset value without any sales charges, commissions
or redemption fees. Sales charges for variable insurance contracts
are described in the accompanying separate account prospectuses
relating to those contracts ("Separate Account Prospectuses"). Each
variable insurance contract involves fees and expenses not described
in this Prospectus. Certain Funds may not be available in connection
with a particular contract and certain contracts may limit allocations
among the Funds. See the Separate Account Prospectuses for
information regarding contract fees and expenses and any restrictions
on purchases or allocations.

This Prospectus describes the securities offered by each of
the Funds. Because the Funds have the same investment adviser,
officers and trustees and have similar investment restrictions and
investment privileges, the Funds believe you will find this combined
Prospectus useful and informative in understanding the important
features of the Funds and their similarities and differences.

3. INVESTMENT OBJECTIVES AND POLICIES AND RISK FACTORS

The Berger IPT - 100 Fund, the Berger IPT - Growth and
Income Fund and the Berger IPT - Small Company Growth Fund are each
separate Funds of the Berger Institutional Products Trust, each with
its own portfolio of securities selected to achieve its particular
investment objective. Since the shares of the Funds primarily
represent an investment in common stocks, the net asset value of each
Fund will reflect changes in the market value of the securities held
in that Fund's portfolio, and the value of a Fund share will therefore
go up and down.

-2-<PAGE>
The Funds have investment objectives and policies that are
similar to those of certain publicly-offered investment companies
managed by Berger (the "Berger retail funds"). The Berger IPT - 100
Fund parallels the Berger 100 Fund. The Berger IPT - Growth and
Income Fund parallels the Berger 101 Fund. The Berger IPT - Small
Company Growth Fund parallels the Berger Small Company Growth Fund.
Although it is anticipated that each Fund and its corresponding retail
fund will hold similar securities selections, their investment results
are expected to differ. In particular, differences in asset size and
in cash flow resulting from purchases and redemption of Fund shares
may result in different security selections, differences in the
relative weightings of securities or differences in the prices paid
for particular portfolio holdings. Expenses and expense limitations
of each Fund and its corresponding retail fund are expected to differ.
The variable insurance contract owner will also bear various insurance
related costs at the insurance company level and should refer to the
accompanying Separate Account Prospectus for a summary of contract
fees and expenses.

BERGER IPT - 100 FUND. The investment objective of the
Berger IPT - 100 Fund is long-term capital appreciation. Current
income is not an investment objective of the Berger IPT - 100 Fund,
and any income produced will be a by-product of the effort to achieve
the Fund's objective.

In selecting its portfolio securities, the Berger IPT - 100
Fund places primary emphasis on established companies which it
believes to have favorable growth prospects. Common stocks usually
constitute all or most of the Fund's investment portfolio, but the
Fund remains free to invest in securities other than common stocks,
and may do so when its adviser deems it appropriate to help achieve
the objective of the Fund. The Fund may, from time to time, take
substantial positions in securities convertible into common stocks,
and it may also purchase government securities, preferred stocks and
other senior securities if its adviser believes these are likely to be
the best suited at that time to achieve the Fund's objective. The
Fund's policy of investing in securities believed to have a potential
for capital growth means that a Fund share may be subject to greater
fluctuations in value than if the Fund invested in other securities.

BERGER IPT - GROWTH AND INCOME FUND. The primary investment
objective of the Berger IPT - Growth and Income Fund is capital
appreciation. A secondary objective is to provide a moderate level of
current income. However, neither capital appreciation nor a fixed or
moderate rate of current income can be assured, and in periods of low
interest rates and yields on securities, the income available for
distribution to the Fund shareholders will likely be substantially
reduced or eliminated.

In selecting its portfolio securities, the Berger IPT -
Growth and Income Fund places primary emphasis on securities which it
believes offer favorable growth prospects and may also provide current
income. Common stocks usually constitute the majority of the Fund's
investment portfolio, but the Fund also invests in senior securities
such as convertible securities, preferred stocks, government
securities and corporate bonds, as seems appropriate from time to
time. Attention is given to the anticipated reliability of income as
well as to its indicated current level.

BERGER IPT - SMALL COMPANY GROWTH FUND. The investment
objective of the Berger IPT - Small Company Growth Fund is capital
appreciation. The Fund seeks to achieve

-3-<PAGE>
its investment objective by investing its assets principally in a
diversified group of equity securities of small growth companies with
market capitalization of less than $1 billion at the time of initial
purchase. Market capitalization is defined as total current market
value of a company's outstanding common stock. Under normal
circumstances, the Berger IPT - Small Company Growth Fund will invest
at least 65% of its assets in equity securities of such companies,
consisting of common and preferred stock and other securities having
equity features such as convertible bonds, warrants and rights
(subject to certain restrictions). The balance of the Fund may be
invested in equity securities of companies with market capitalization
in excess of $1 billion, government securities, short-term investments
or other securities as described on the following pages. Because
income is not an objective of the Berger IPT - Small Company Growth
Fund, any income produced will be a by-product of the effort to
achieve the Fund's objective of capital appreciation.

In selecting its portfolio securities, the Berger IPT -
Small Company Growth Fund places primary emphasis on companies which
it believes have favorable growth prospects. The Fund seeks to
identify small growth companies that either occupy a dominant position
in an emerging industry or a growing market share in larger fragmented
industries. While these companies may present above average risk,
management believes they may have the potential to achieve long-term
earnings growth rates substantially in excess of the growth of
earnings of other companies.

Investments in small growth companies may involve greater
risks and volatility than more traditional equity investments due to
some of these companies potentially having limited product lines,
reduced market liquidity for the trading of their shares and less
depth in management than more established companies. For this reason,
the Berger IPT - Small Company Growth Fund is not intended as a
complete investment vehicle but rather as an investment for persons
who are in a financial position to assume above average risk and share
price volatility over time. Realizing the full potential of small
growth companies frequently takes time. As a result, the Berger IPT -
Small Company Growth Fund should be considered as a long-term
investment vehicle.

In general, investment decisions for the Funds are based on
an approach which seeks out successful companies because they are
believed to be more apt to become profitable investments. To evaluate
a prospective investment, the investment adviser analyzes information
from various sources, including industry economic trends, earnings
expectations and fundamental securities valuation factors to identify
companies which in management's opinion are more likely to have
predictable, above average earnings growth, regardless of the
company's size and geographic location. The adviser also takes into
account a company's management and its innovations in products and
services in evaluating its prospects for continued or future earnings
growth.

The investment objective of the Berger IPT - 100 Fund, the
primary investment objective of the Berger IPT - Growth and Income
Fund and the investment objective of the Berger IPT - Small Company
Growth Fund are considered fundamental, meaning that they cannot be
changed without a shareholders' vote. The secondary investment
objective of the Berger IPT - Growth and Income Fund is not considered
fundamental, and therefore may be changed in the future by action of
the directors without shareholder vote. However, the Berger

-4-<PAGE>
IPT - Growth and Income Fund will not change its secondary investment
objective without giving its shareholders such notice as may be
required by law. If the Berger IPT - Growth and Income Fund changes
its secondary investment objective, shareholders should consider
whether the Fund remains an appropriate investment in light of their
then current financial position and needs. There can be no assurance
that any of the Funds' investment objectives will be realized.

Any of the Funds may increase their investment in government
securities and other short-term interest-bearing securities without
limit when the adviser believes market conditions warrant a temporary
defensive position, during which period it may be more difficult for a
Fund to achieve its investment objective. Following is additional
information about some of the other specific types of securities in
which the Funds may invest.

FOREIGN SECURITIES. Each Fund may invest in both domestic
and foreign securities. Investments in foreign securities involve
some risks that are different from the risks of investing in
securities of U.S. issuers, such as the risk of fluctuations in the
value of the currencies in which they are denominated, the risk of
adverse political and economic developments and, with respect to
certain countries, the possibility of expropriation, confiscatory
taxation or limitations on the removal of funds or other assets of the
Funds. Securities of some foreign companies, particularly those of
developing countries, are less liquid and more volatile than
securities of comparable domestic companies. A developing country
generally is considered to be in the initial stages of its
industrialization cycle. Investing in the securities of developing
countries may involve exposure to economic structures that are less
diverse and mature, and to political systems that can be expected to
have less stability than developed countries. There also may be less
publicly available information about foreign issuers than domestic
issuers, and foreign issuers generally are not subject to the uniform
accounting, auditing and financial reporting standards and practices
applicable to domestic issuers. Delays may be encountered in settling
certain foreign securities transactions and the Funds will incur costs
in converting foreign currencies into U.S. dollars. The Funds will
consider the political and economic conditions in a country, the
prospect for changes in the value of its currency and the liquidity of
an investment in that country's securities markets in selecting
investments in foreign securities.

CONVERTIBLE SECURITIES. Each Fund may purchase securities
which are convertible into common stock when management of the Funds
believes they offer the potential for a higher total return than
nonconvertible securities. While fixed income securities generally
have a priority claim on a corporation's assets over that of common
stock, some of the convertible securities which the Funds may hold are
high-yield/high-risk securities that are subject to special risks,
including the risk of default in interest or principal payments which
could result in a loss of income to the Funds or a decline in the
market value of the securities. Convertible securities often display
a degree of market price volatility that is comparable to common
stocks. The credit risk associated with convertible securities
generally is reflected by their being rated below investment grade by
organizations such as Moody's Investors Service, Inc. and Standard &
Poor's Corporation. The Funds have no pre-established minimum quality
standards for convertible securities and may invest in convertible
securities of any quality, including lower rated or unrated
securities. However, under normal circumstances, none of the Funds
will invest in any security in default at the time of purchase or in
any nonconvertible debt securities rated below investment grade, and
each Fund will invest less than 20% of the market value of its assets
at the time of purchase in convertible securities rated below
investment grade. For a

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further discussion of debt security ratings, see Appendix A to the
Statement of Additional Information.

ZEROS/STRIPS. The Berger IPT - 100 Fund and the Berger IPT
- - - Growth and Income Fund may each invest in zero coupon bonds or in
"strips". Zero coupon bonds do not make regular interest payments;
rather, they are sold at a discount from face value. Principal and
accreted discount (representing interest accrued but not paid) are
paid at maturity. "Strips" are debt securities that are stripped of
their interest coupons after the securities are issued, but otherwise
are comparable to zero coupon bonds. The market values of "strips"
and zero coupon bonds generally fluctuate in response to changes in
interest rates to a greater degree than do interest-paying securities
of comparable term and quality. None of the Funds will invest in
mortgage-backed or other asset-backed securities.

REPURCHASE AGREEMENTS. Each Fund is authorized to invest in
repurchase agreements. A repurchase agreement is a means of investing
cash for a short period. In a repurchase agreement, a seller
(typically a U.S. commercial bank or recognized U.S. securities
dealer) sells securities to the Fund and agrees to repurchase the
securities at the Fund's cost plus interest within a specified period
(normally one day). In these transactions, the securities purchased
by the Fund will have a total value equal to, or in excess of, the
value of the repurchase agreement, and will be held by the Fund's
custodian bank until repurchased. These transactions must be fully
collateralized at all times by money market instruments (generally a
security issued by the U.S. Government or an agency thereof, a
banker's acceptance or a certificate of deposit), but involve some
credit risk to the Fund if the other party defaults on its obligation
and the Fund is delayed or prevented from liquidating the collateral.
Repurchase agreements maturing in more than seven days will be
considered illiquid for purposes of the restriction on each Fund's
investment in illiquid and restricted securities.

LENDING PORTFOLIO SECURITIES. Each Fund may lend its
portfolio securities to qualified institutional investors such as
brokers, dealers or other financial organizations. This practice
permits a Fund to earn income, which, in turn, can be invested in
additional securities to pursue the Fund's investment objective.
Loans of securities by a Fund will be collateralized by cash, letters
of credit, or securities issued or guaranteed by the U.S. Government
or its agencies. The collateral will equal at least 100% of the
current market value of the loaned securities, marked-to-market on a
daily basis. A Fund bears a risk of loss in the event that the other
party to a securities lending transaction defaults on its obligations
and the Fund is delayed in or prevented from exercising its rights to
dispose of the collateral, including the risk of a possible decline in
the value of the collateral securities during the period in which the
Fund seeks to assert these rights, the risk of incurring expenses
associated with asserting these rights, and the risk of losing all or
a part of the income from the transaction. None of the Funds will
lend any security if, as a result of such loan, the aggregate value of
securities then on loan would exceed 33-1/3% of the market value of
the Fund's total assets.

FINANCIAL FUTURES, FORWARDS AND OPTIONS. Each Fund is
authorized to make limited investments in certain types of futures,
forwards and options, but only for the purpose of hedging, that is,
protecting against the risk of market movements that may adversely
affect the value of a Fund's securities or the price of securities
that a Fund is considering purchasing. Although a hedging transaction
may, for example, partially protect a Fund from a decline in the

-6-<PAGE>
value of a particular security or its portfolio generally, the cost of
the transaction will reduce the potential return on the security or
the portfolio. Following is a summary of the futures, forwards and
options in which the Funds may invest, provided that no more than 5%
of a Fund's total net assets at the time of purchase may be invested
in initial margins for financial futures transactions and premiums for
options.

Financial futures and forwards are contracts on financial
instruments (such as securities, securities indices and foreign
currencies) that obligate the holder to take or make future delivery
of a specified quantity of the underlying financial instrument.
Futures are generally exchange traded and settled with cash, while
forwards are privately negotiated and contemplate actual delivery of
the underlying financial instrument (usually a foreign currency). An
option gives the holder the right, but not the obligation, to purchase
or sell something (such as a security) at a specified price at any
time until the expiration date. An option on a securities index is
similar, except that upon exercise, settlement is made in cash rather
than in specific securities. Each Fund may only write call options
(that is, issue options that obligate the Fund to deliver if the
option is exercised by the holder) that are "covered" and only up to
25% of a Fund's total assets. A call option is considered "covered"
if a Fund already owns the security on which the option is written or,
in the case of an option written on a securities index, if a Fund owns
a portfolio of securities believed likely to substantially replicate
movement of the index.

Investments in futures and forwards by a Fund involve the
potential for a loss that may exceed the amount of initial margin the
Fund would be permitted to invest in the contracts under its
investment limitations, or in the case of a call option written by a
Fund, may exceed the premium received for the option. However, each
Fund will be permitted to make such investments for hedging purposes
only, and only if the aggregate amount of its obligations under these
investments does not exceed the total market value of the assets the
Fund is attempting to hedge, such as a portion or all of its exposure
to equity securities or its holding in a specific foreign currency.
To ensure that each Fund will be able to meet its obligations under
its futures and forward contracts and its obligations under options
written by that Fund, each Fund will be required to place high-grade
liquid assets in a segregated account with its custodian bank or to
set aside portfolio securities to "cover" its position in these
investments. Assets segregated or set aside generally may not be
disposed of so long as the Fund maintains the positions requiring
segregation or cover, which could diminish the Fund's return due to
the opportunity losses of foregoing other potential investments with
such assets.

The principal risks of the Funds investing in futures
transactions, forward contracts and options are: (a) losses resulting
from market movements not anticipated by the Funds; (b) possible
imperfect correlation between movements in the prices of futures,
forwards and options and movements in the prices of the securities or
currencies hedged or used to cover such positions; (c) lack of
assurance that a liquid secondary market will exist for any particular
futures, forwards or options at any particular time, and possible
exchange-imposed price fluctuation limits, either of which may make it
difficult or impossible to close a position when so desired; (d) the
need for additional information and skills beyond those required for
the management of a portfolio of traditional securities; and
(e) possible need to defer closing out certain futures or options
contracts in order to continue to qualify for beneficial tax treatment
afforded "regulated investment companies" under the Internal Revenue
Code of 1986, as

-7-<PAGE>
amended. In addition, when a Fund enters into an over-the-counter
contract with a counterparty, the Fund will assume counterparty credit
risk, that is, the risk that the counterparty will fail to perform its
obligations, in which case the Fund could be worse off than if the
contract had not been entered into. Additional detail concerning the
Funds' investment in futures, forwards and options and the risks of
such investments can be found in the Statement of Additional
Information.

ILLIQUID SECURITIES. Each Fund is authorized to invest in
securities which are illiquid because they are subject to restrictions
on their resale ("restricted securities") or because, based upon their
nature or the market for such securities, they are not readily
marketable. However, none of the Funds may purchase any security, the
purchase of which would cause the Fund to invest more than 15% of its
net assets, measured at the time of purchase, in illiquid securities.
Repurchase agreements maturing in more than seven days will be
considered as illiquid for purposes of this restriction. Certain
restricted securities, such as Rule 144A securities, may be treated as
liquid under this restriction if a determination is made that such
securities are readily marketable. Investments in illiquid securities
involve certain risks to the extent that a Fund may be unable to
dispose of such a security at the time desired or at a reasonable
price or, in some cases, may be unable to dispose of it at all. In
addition, in order to resell a restricted security, a Fund might have
to incur the potentially substantial expense and delay associated with
effecting registration.

INVESTMENT RESTRICTIONS

In addition to its investment objective, each Fund has
adopted a number of restrictions on its investments and other
activities that may not be changed without shareholder approval. For
example, neither the Berger IPT - 100 Fund nor the Berger IPT - Growth
and Income Fund may purchase securities of any issuer (except U.S.
Government securities) if, immediately after and as a result of such
purchase, the value of such Fund's holdings in the securities of that
issuer exceeds 5% of the value of its total assets or it owns more
than 10% of the outstanding voting securities or of any class of
securities of such issuer. The Berger IPT - Small Company Growth Fund
is similarly restricted with respect to 75% of its total assets.

Further, neither the Berger IPT - 100 Fund nor the Berger
IPT - Growth and Income Fund may borrow in excess of 5% of its assets
or pledge assets taken at market value to an extent greater than 10%
of its total assets taken at cost (and no borrowing may be undertaken
except from banks as a temporary measure for extraordinary or
emergency purposes), subject to certain exclusions, and neither may
make loans (except that each Fund may enter into repurchase agreements
in accordance with the Fund's investment policies). The Berger IPT -
Small Company Growth Fund may not borrow money, except borrowing
undertaken from banks for temporary or emergency purposes in amounts
not to exceed 25% of the market value of its assets (including the
amount borrowed) and may not make loans (except that the Fund may
enter into repurchase agreements and may lend portfolio securities in
accordance with the Fund's investment policies). None of the Funds
may invest in any one industry more than 25% of the value of its
assets at the time of investment, nor invest in commodities, except,
only for the purpose of hedging, in certain futures, forwards and
options as specified in greater detail above and in the Statement of
Additional Information.

-8-<PAGE>
Also, none of the Funds currently intends to make short
sales of securities, except short sales of securities which the Fund
owns or has the right to acquire at no additional cost (i.e., short
sales "against the box"), and does not intend to purchase or sell
securities on a when-issued or delayed delivery basis if as a result,
more than 5% of its assets are invested in such securities, although
these restrictions may be changed without shareholder approval. For
more detail about the Funds' investment restrictions, see the
Statement of Additional Information.

4. PORTFOLIO TURNOVER

In pursuit of each Fund's investment objective, management
continuously reviews its investments and makes portfolio changes
whenever changes in the market, industry trends or the outlook for the
growth of any portfolio security indicate to management that the
objective could be better achieved by investment in another security,
regardless of portfolio turnover. The annual portfolio turnover rates
of the Funds may at times exceed 100%. An annual turnover rate of
100% or more would be higher than that of most other funds. Increased
portfolio turnover would necessarily result in correspondingly higher
brokerage costs for the Funds and may result in the acceleration of
net taxable gains.

5. MANAGEMENT AND INVESTMENT ADVICE

The trustees of the Trust are responsible for major
decisions relating to each Fund's policies and objectives. They also
oversee the operation of each Fund by its officers and review the
investment performance of the Funds on a regular basis.

The investment adviser to each of the Funds is Berger
Associates, 210 University Boulevard, Suite 900, Denver, CO 80206.
Berger Associates furnishes continuous advice and recommendations to
each Fund regarding securities to be purchased and sold by the Fund.
Berger Associates, therefore, formulates a continuing program for
management of the assets of each Fund consistent with the investment
objectives and policies established by the trustees of the Trust.
Berger Associates also provides office space for each Fund and pays
the salaries, fees and expenses of all Fund officers and directors or
trustees of the Funds who are interested persons of Berger Associates.
Berger Associates serves as investment adviser to mutual funds,
pension and profit-sharing plans, and institutional and private
investors.

Rodney L. Linafelter, Vice President and Chief Investment
Officer of Berger Associates, is the President and portfolio manager
of the Berger IPT - 100 Fund and the Berger IPT - Growth and Income
Fund and as such is responsible for the investments of both of those
Funds, including the day-to-day investment recommendations and
decisions for the Funds. Mr. Linafelter is also a trustee of the
Trust and a director or trustee of each of the Berger retail funds.
As Chief Investment Officer of Berger Associates, Mr. Linafelter has
management responsibilities with respect to all investment activities
of the Trust.

Mr. Linafelter joined Berger Associates in January 1990,
where he has served as a portfolio manager for the Berger 100 Fund and
the Berger 101 Fund, as well as for retirement plans and institutional
and private investors. From April 1986 to December 1989,
Mr. Linafelter was employed as a Financial Consultant (registered
representative) with Merrill

-9-<PAGE>
Lynch, Pierce, Fenner & Smith, Inc., providing investment advice to
institutions and individuals.

William R. Keithler is the President and portfolio manager
of the Berger IPT - Small Company Growth Fund and is primarily
responsible for the investments of the Berger IPT - Small Company
Growth Fund, including the day-to-day investment recommendations and
decisions for that Fund. Mr. Keithler also serves as President and
portfolio manager for the Berger Small Company Growth Fund, the Berger
retail fund that parallels the Berger IPT - Small Company Growth Fund.

Mr. Keithler joined Berger Associates as Vice President-
Investment Management in December 1993. Previously, he was employed
by INVESCO Trust Company, Denver, Colorado, as Senior Vice President
(January 1993 to December 1993), Vice President (January 1991 to
January 1993) and Portfolio Manager (January 1988 to January 1991).
During his seven years with INVESCO, Mr. Keithler was portfolio
manager of several mutual funds, most recently INVESCO Dynamics Fund
and INVESCO Emerging Growth Fund. From 1982 to 1986, Mr. Keithler
was Vice President and portfolio manager with First Trust St. Paul, in
St. Paul, Minnesota.

William M.B. Berger is a director (Chairman of the Board) of
Berger Associates, a trustee of the Trust and a director or trustee of
each of the Berger retail funds. Although he is no longer involved in
making investment decisions for any of the Berger funds, he was
founder of Berger Associates and its President from 1973 until 1994,
and he was a principal shareholder and executive officer of
predecessor investment advisory firms which served as investment
advisors to mutual funds and other investors from 1960. From 1950 to
1960, he was an investment officer in the trust department of The
Colorado National Bank of Denver in charge of common stock
investments.

Gerard M. Lavin, President and a director of Berger
Associates, is also President and a trustee of the Trust. In those
capacities, Mr. Lavin serves as the chief executive officer for Berger
Associates and the Trust, but does not participate in making
investment decisions for any of the Funds. In addition to his
positions with Berger Associates and the Trust, Mr. Lavin also serves
as a Vice President of DST Systems, Inc. Formerly, Mr. Lavin was
President and Chief Executive Officer of Investors Fiduciary Trust
Company (February 1992 to March 1995) and Chief Operating Officer of
SUNAMERICA (January 1990 to February 1992).

Under their Investment Advisory Agreements, the Berger IPT -
100 Fund and the Berger IPT - Growth and Income Fund each have agreed
to compensate Berger Associates for its investment advisory services
to the Fund by the payment of a fee at the annual rate of .75 of 1%
(0.75%) of the average daily net assets of the Fund. Under the
Investment Advisory Agreement for the Berger IPT - Small Company
Growth Fund, Berger Associates is compensated for its investment
advisory services to that Fund by the payment of a fee at the annual
rate of .9 of 1% (0.90%) of the average daily net assets of the Berger
IPT - Small Company Growth Fund. The management fees are higher than
those paid by most other mutual funds.

-10-<PAGE>
The Funds' investment adviser has voluntarily agreed to
waive its advisory fee to the extent necessary so that total operating
expenses of each of the Berger IPT - 100 Fund and the Berger IPT -
Growth and Income Fund do not exceed 1.00%, and the total operating
expenses of the Berger IPT - Small Company Growth Fund do not exceed
1.15%, of the respective Fund's average net assets.

From time to time, Berger Associates may compensate
Participating Insurance Companies or their affiliates whose customers
hold shares of the Funds for providing a variety of administrative
services (such as recordkeeping and accounting) and investor support
services (such as responding to inquiries and preparing mailings to
shareholders). This compensation, which may be paid as a per account
fee or as a percentage of the average daily net assets invested in the
Funds by the compensated Participating Insurance Company, depending on
the nature, extent and quality of the services provided, will be paid
from Berger Associates' own resources and not from the assets of the
Funds.

Kansas City Southern Industries, Inc. ("KCSI") owns
approximately 80% of the outstanding shares of Berger Associates.
KCSI is a publicly traded holding company whose primary subsidiaries
are engaged in transportation services and financial asset management.
KCSI also owns approximately 48% of the outstanding shares of DST
Systems, Inc. ("DST"), a publicly traded information and transaction
processing company which also acts as the Funds' sub-transfer agent.

6. EXPENSES OF THE FUNDS

Each of the Funds has appointed Investors Fiduciary Trust
Company ("IFTC") as its recordkeeping and pricing agent to calculate
the daily net asset value of such Fund and to perform certain
accounting and recordkeeping functions required by the Fund. In
addition, IFTC also serves as the Funds' custodian, transfer agent and
dividend disbursing agent. IFTC has engaged DST as sub-agent to
provide transfer agency and dividend disbursing services for the
Funds. As noted above, approximately 48% of the outstanding shares of
DST are owned by KCSI.

For custodian, recordkeeping and pricing services, each Fund
pays fees to IFTC based on a percentage of its assets, subject to
certain minimums. Each Fund also pays a monthly fee based primarily
on the number of accounts maintained on behalf of the Fund for
transfer agency and dividend disbursing services, which fees are paid
by the Funds to IFTC and in turn passed through to DST as sub-agent.
In addition, the Funds reimburse IFTC and DST for certain out-of-
pocket expenses.

In addition, under a separate Administrative Services
Agreement with each Fund, Berger Associates performs certain
administrative and recordkeeping services not otherwise performed by
IFTC, including the preparation of financial statements and reports to
be filed with regulatory authorities. Each Fund pays Berger
Associates a fee at the annual rate of one one-hundredth of one
percent (0.01%) of its average daily net assets for such services.
The Funds also incur other expenses, including accounting,
administrative and legal expenses.

-11-<PAGE>
The Funds' investment adviser has voluntarily agreed to
waive its advisory fee to the extent necessary so that total operating
expenses of each of the Berger IPT - 100 Fund and the Berger IPT -
Growth and Income Fund do not exceed 1.00%, and the total operating
expenses of the Berger IPT - Small Company Growth Fund do not exceed
1.15%, of the respective Fund's average net assets.

The trustees of each of the Funds have authorized Berger
Associates to place portfolio transactions on an agency basis through
a broker-dealer affiliated with Berger Associates. When transactions
for a Fund are effected through this broker-dealer, the portion of the
commissions received by the affiliated broker-dealer are credited
against, and thereby reduce, certain operating expenses that the Fund
would otherwise be obligated to pay. No portion of the commissions is
retained by the affiliated broker-dealer.

7. HOW TO PURCHASE AND REDEEM SHARES IN THE FUNDS

Shares of the Funds are sold by the Funds on a continuous
basis to separate accounts of Participating Insurance Companies or to
qualified plans. Investors may not purchase or redeem shares of the
Funds directly, but only through variable insurance contracts offered
through the separate accounts of Participating Insurance Companies or
through qualified retirement plans. You should refer to the
applicable Separate Account Prospectus or your plan documents for
information on how to purchase or surrender a contract, make partial
withdrawals of contract values, allocate contract values to one or
more of the Funds, change existing allocation among investment
alternatives, including the Funds, or select specific Funds as
investment options for a qualified plan. No sales charge is imposed
upon the purchase or redemption of shares of the Funds. Sales charges
for the variable insurance contracts or qualified plans are described
in the relevant Separate Account Prospectuses or plan documents.

Fund shares are purchased or redeemed at the net asset value
per share next computed after receipt of a purchase or redemption
order by a Fund, its agent or its delegatee. Payment for redeemed
shares will generally will be made within three business days
following the date of the request for redemption. However, payment
may be postponed under unusual circumstances, such as when normal
trading is not taking place on the New York Stock Exchange, an
emergency as defined by the Securities and Exchange Commission exists,
or as permitted by the Securities and Exchange Commission.

8. HOW THE NET ASSET VALUE IS DETERMINED

The price of each Fund's shares is based on the net asset
value of that Fund, which is determined at the close of the regular
trading session of the New York Stock Exchange (normally 4:00 p.m.,
New York time) each day that the Exchange is open.

The per share net asset value of each Fund is determined by
dividing the total value of its securities and other assets, less
liabilities, by the total number of shares outstanding. In
determining net asset value, securities are valued at market value or,
if market quotations are not readily available, at their fair value
determined in good faith pursuant to consistently applied procedures
established by the directors or trustees. Money market instruments
maturing within 60 days are valued at amortized cost, which
approximates market value.

-12-<PAGE>
Since none of the Funds imposes any front end sales load or
redemption fee, both the purchase price and the redemption price of a
Fund share are the same and will be equal to the next calculated net
asset value of a share of that Fund.

9. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT

Each of the Funds intends to declare dividends representing
the Fund's net investment income annually, normally in December. It
is also the present policy of each Fund to distribute annually all of
its net realized capital gains.

All dividends or capital gains distributions paid by a Fund
will be automatically reinvested in shares of that Fund at the net
asset value on the ex-dividend date (which is also the date the
dividend is payable) unless an election is made on behalf of a
separate account or qualified plan to receive distributions in cash.

Each of the Funds intends to qualify to be treated as a
separate regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code"). If they so
qualify and meet certain minimum distribution requirements, the Funds
will not be liable for Federal income tax on the amount of their
earnings that are distributed. If a Fund distributes less than 98% of
its income and gain, it will be subject to a non-deductible 4% excise
tax. In addition, each Fund intends to qualify under the
diversification requirements of Code Section 817(h) relating to
insurance company separate accounts. By meeting these and other
requirements, the Participating Insurance Companies, rather than the
owners of the variable insurance contracts, should be subject to tax
on distributions received with respect to Fund shares. The tax
treatment of distributions made to a Participating Insurance Company
will depend on the Participating Insurance Company's tax status.
Participating Insurance Companies should consult their own tax
advisers concerning whether such distributions are subject to federal
income tax if retained as part of contract reserves. For further
information concerning federal income tax consequences for the owners
of variable insurance contracts and qualified plan participants,
consult the appropriate Separate Account Prospectus or plan documents.

Dividends and interest received by the Funds on foreign
securities may give rise to withholding and other taxes imposed by
foreign countries. It is expected that foreign taxes paid by the
Funds will be treated as expenses of the Funds. Tax conventions
between certain countries and the United States may reduce or
eliminate such taxes.

10. ADDITIONAL INFORMATION

The Funds are each separate series or portfolios established
under the Trust, a Delaware business trust organized on October 17,
1995. The Trust is authorized to issue an unlimited number of shares
of beneficial interest in series or portfolios. Currently, the series
comprising the Berger IPT - 100 Fund, the Berger IPT - Growth and
Income Fund and the Berger IPT - Small Company Growth Fund are the
only portfolios established under the Trust, although others may be
added in the future. Shares of each Fund are fully paid and
nonassessable when issued. Each share has a par value of $.01. All
shares issued by a Fund participate equally in dividends and other
distributions by the Fund, and in the residual assets of the Fund in
the event of its liquidation.

-13-<PAGE>
The separate accounts of the Participating Insurance
Companies and the trustees of the qualified plans invested in the
Funds, rather than individual contract owners or plan participants,
are the shareholders of the Funds. However, each Participating
Insurance Company or qualified plan will vote such shares as required
by law and interpretations thereof, as amended or changed from time to
time. Under current law, a Participating Insurance Company is
required to request voting instructions from its contract owners and
must vote Fund shares held by each of its separate accounts in
proportion to the voting instructions received. Additional
information about voting procedures is contained in the applicable
Separate Account Prospectuses.

Shareholders of each Fund generally vote separately on
matters relating to that Fund, although they will vote together with
the holders of all other series of the Trust in the election of
trustees of the Trust and on all matters relating to the Trust as a
whole. Each full share of each Fund has one vote. Shares of each
Fund have noncumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of trustees can
elect 100% of the trustees if they choose to do so and, in such event,
the holders of the remaining less than 50% of the shares voting for
the election of trustees will not be able to elect any person or
persons as trustees. None of the Funds is required to hold annual
shareholder meetings unless required by the Investment Company Act of
1940 or other applicable law or unless called by the trustees.

If shareholders owning at least 10% of the outstanding
shares of Trust so request, a special shareholders' meeting will be
held for the purpose of considering the removal of a trustee of the
Trust. Special meetings will be held for other purposes if the
holders of at least 25% of the outstanding shares of the Trust so
request. Subject to certain limitations, the Funds will facilitate
appropriate communications by shareholders desiring to call a special
meeting for the purpose of considering the removal of a trustee.

Each Fund sells its shares only to certain qualified
retirement plans and to variable annuity and variable life insurance
separate accounts of insurance companies that are unaffiliated with
Berger Associates and that may be unaffiliated with one another. The
Funds currently do not foresee any disadvantages to policyowners
arising out of the fact that each Fund offers its shares to such
entities. Nevertheless, the trustees intend to monitor events in
order to identify any material irreconcilable conflicts that may arise
and to determine what action, if any, should be taken in response to
such conflicts. If a conflict occurs, the trustees may require one or
more insurance company separate accounts or plans to withdraw its
investments in one or more of the Funds and to substitute shares of
another Fund. As a result, a Fund may be forced to sell securities at
disadvantageous prices. In addition, the trustees may refuse to sell
shares of any Fund to any separate account or qualified plan or may
suspend or terminate the offering of shares of any Fund if such action
is required by law or regulatory authority or is deemed by the Fund to
be in the best interests of the shareholders of the Fund.

The Funds' transfer agent and dividend disbursing agent is
Investors Fiduciary Trust Company ("IFTC"), 127 West 10th Street,
Kansas City, MO 64105. IFTC has engaged DST Systems, Inc. ("DST"),
P.O. Box 419958, Kansas City, MO 64141, as sub-agent to provide
transfer agency and dividend disbursing services for the Funds.

-14-<PAGE>
Owners of variable insurance contracts and qualified plan
administrators will receive annual and semiannual reports including
the financial statements of the Funds in which contract values or
qualified plan assets are invested. Each report will show the
investments owned by each Fund and the market values thereof, as well
as other information about the Funds and their operations.

11. PERFORMANCE

From time to time in advertisements, the Funds may discuss
their performance ratings as published by recognized mutual fund
statistical services, such as Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc., or Morningstar, Inc., or by
publications of general interest such as The Wall Street Journal,
Investor's Daily, Barron's, Financial World or Kiplinger's Personal
Finance Magazine. In addition, the Funds may compare their
performance to that of recognized broad-based securities market
indices, including the Standard & Poor's 500 Stock Index, the Dow
Jones Industrial Average, the Russell 2000 Stock Index or the Nasdaq
Composite Index, or more narrowly-based indices which reflect the
market sectors in which that Fund invests.

The total return of each Fund is calculated for any
specified period of time by assuming the purchase of shares of the
Fund at the net asset value at the beginning of the period. Each
dividend or other distribution paid by the Fund is assumed to have
been reinvested at the net asset value on the reinvestment date. The
total number of shares then owned as a result of this process is
valued at the net asset value at the end of the period. The
percentage increase is determined by subtracting the initial value of
the investment from the ending value and dividing the remainder by the
initial value.

Each Fund's total return reflects the Fund's performance
over a stated period of time. An average annual total return reflects
the hypothetical annually compounded return that would have produced
the same total return if the Fund's performance had been constant over
the entire period. Total return figures are based on the overall
change in value of a hypothetical investment in each Fund. Because
average annual total returns for more than one year tend to smooth out
variations in a Fund's return, investors should recognize that such
figures are not the same as actual year-by-year results.

A Fund's total return includes the effect of deducting that
Fund's expenses, but does not include any charges and expenses
attributable to a particular variable insurance contract or qualified
plan. Because shares of the Funds can be purchased only through a
variable insurance contract or qualified plan, the Funds' total return
data should be reviewed along with the description of charges and
expenses contained in the applicable Separate Account Prospectus or
plan documents. Total return for a Fund must always be accompanied
by, and reviewed with, comparable total return data for an associated
separate account, or data that would permit evaluation of the
magnitude of charges and expenses attributable to the contract or plan
that are not reflected in the Fund's total return.

Any performance figures for the Funds are based upon
historical results and do not assure future performance. The
investment return and principal value of an investment will

-15-<PAGE>
fluctuate so that an investor's shares, when redeemed, may be worth
more or less than their original cost.

Although the Trust is newly-organized and the Funds do not
yet have their own performance records, each Fund has the same
investment objective and follows substantially the same investment
strategies as a corresponding Berger retail fund. The Berger retail
funds have the same investment adviser as the corresponding Funds
offered under this Prospectus. As described under "Management and
Investment Advice," the same persons who serve as portfolio managers
of the Funds also serve as portfolio managers of the corresponding
Berger retail funds.

Set forth in the table below is total return information for
each of the Berger retail funds, calculated as described above.
Investors should not consider this performance data as an indication
of the future performance of the Funds offered under this Prospectus.
The performance figures below reflect the deduction of the historical
fees and expenses paid by the Berger retail funds, and not those to be
paid by these Funds. The figures also do not reflect the deduction of
charges or expenses attributable to variable annuity or variable life
insurance contracts. As discussed above, investors should refer to
the applicable Separate Account Prospectus for information pertaining
to such contract charges and expenses. Moreover, although it is
anticipated that each Fund and its corresponding retail fund will hold
similar securities selections, their investment results are expected
to differ. In particular, differences in asset size and in cash flow
resulting from purchases and redemption of Fund shares may result in
different security selections, differences in the relative weightings
of securities or differences in the prices paid for particular
portfolio holdings.

The following table shows, where applicable, the average
annualized total returns for the Berger retail funds for the one-,
five- and ten-year periods ended September 30, 1995, and, for the
period from inception (or immediately prior to Berger Associates
assuming the duties as the investment adviser) through September 30,
1995:

SINCE
BERGER RETAIL FUND 1-YEAR 5-YEAR 10-YEAR INCEPTION/*/

Berger 100 Fund 18.4% 25.8% 20.4%/**/ 15.3%/**/
Berger 101 Fund 14.1% 20.5% 13.3%/**/ 13.7%/**/
Berger Small Company 31.9% NA NA 23.4%
Growth Fund

/*/ Since Inception performance for the Berger 100 Fund and the
Berger 101 Fund is shown for the period from September 30, 1974,
immediately prior to Berger Associates assuming the duties as the
investment adviser for those Funds, through September 30, 1995. Since
Inception performance for the Berger Small Company Growth Fund is
shown for the period from December 30, 1993 (date operations
commenced) through September 30, 1995.

/**/ Since the 12b-1 fees applicable to the Berger 100 Fund and the
Berger 101 Fund did not take effect until June 19, 1990, the
performance figures do not reflect the deduction of the 12b-1 fees for
the full length of the ten-year and longer periods shown.

-16-<PAGE>
12. SHAREHOLDER INQUIRIES

Shareholders with questions should write to the Berger
Funds, c/o Berger Associates, Inc., P.O. Box 5005, Denver, CO 80217,
or call 1-303-329-0200 or 1-800-_______, or contact a Participating
Insurance Company.

-17-<PAGE>
BERGER INSTITUTIONAL PRODUCTS TRUST

TRUSTEES:

Michael Owen (Chairman) . Dennis E. Baldwin
William M. B. Berger . Louis R. Bindner, P.E. . Katherine A. Cattanach
Lucy Black Creighton . Paul R. Knapp . Gerard M. Lavin
Harry T. Lewis, Jr. . Rodney L. Linafelter . William Sinclaire

OFFICERS:

Gerard M. Lavin
President of Berger Institutional Products Trust

Rodney L. Linafelter
President of Berger IPT - 100 Fund and
Berger IPT - Growth and Income Fund

William R. Keithler
President of Berger IPT - Small Company Growth Fund

Kevin R. Fay
Vice President, Secretary and Treasurer of
the Berger Funds

Patricia M. Blaha
Assistant Secretary of the Berger Funds

Susan G. Kohlman
Assistant Treasurer of the Berger Funds

INVESTMENT ADVISER
Berger Associates, Inc.
P.O. Box 5005
Denver, Colorado 80217
1-303-329-0200 or 1-800-_______

-18-<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

BERGER INSTITUTIONAL PRODUCTS TRUST

BERGER IPT - 100 FUND
- - ---------------------

The Berger IPT - 100 Fund's investment objective is long-
term capital appreciation. The Berger IPT - 100 Fund seeks to achieve
this objective primarily by investing in common stocks of established
companies which the Fund believes offer favorable growth prospects.
Current income is not an investment objective of the Berger IPT - 100
Fund, and any income produced will be a by-product of the efforts to
achieve the Fund's objective.

BERGER IPT - GROWTH AND INCOME FUND
- - -----------------------------------

The primary investment objective of the Berger IPT - Growth
and Income Fund is capital appreciation. A secondary objective is to
provide a moderate level of current income. The Fund seeks to achieve
these objectives primarily by investing in common stocks and other
securities, such as convertible securities or preferred stocks, which
the Fund believes offer favorable growth prospects and may also
provide current income.

BERGER IPT - SMALL COMPANY GROWTH FUND
- - --------------------------------------

The investment objective of the Berger IPT - Small Company
Growth Fund is capital appreciation. The Fund seeks to achieve this
objective by primarily investing in equity securities (including
common and preferred stocks, convertible debt securities and other
securities having equity features) of small growth companies with
market capitalization of less than $1 billion at the time of initial
purchase.

This Statement of Additional Information is not a
prospectus. It should be read in conjunction with the Prospectus
describing the Funds, dated ____________, 1995, which may be obtained
by writing the Funds at P.O. Box 5005, Denver, Colorado 80217, calling
1-800-_____, or by contacting a Participating Insurance Company.

____________________, 1995<PAGE>
TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

Cross-References to
Related Disclosures
Table of Contents in Prospectus
----------------- -------------------

Introduction Section 2

1. Portfolio Policies of the Funds Section 2, 3, 4

2. Investment Restrictions Section 3

3. Management of the Funds Section 5

4. Investment Adviser Section 5

5. Expenses of the Funds Section 6

6. Brokerage Policy Section 6

7. How to Purchase and Redeem Shares in Section 7
the Funds

8. Suspension of Redemption Rights Section 7

9. How the Net Asset Value is Section 8
Determined

10. Income Dividends, Capital Gains Section 9
Distributions and Tax Treatment

11. Performance Information Section 11

12. Additional Information Section 10

Financial Statements

-i-<PAGE>
INTRODUCTION
------------

The Berger IPT - 100 Fund, the Berger IPT - Growth and
Income Fund and the Berger IPT - Small Company Growth Fund are
diversified portfolios or series of the Berger Institutional Products
Trust, a management investment company. The Berger IPT - 100 Fund's
investment objective is long-term capital appreciation. The primary
investment objective of the Berger IPT - Growth and Income Fund is
capital appreciation, and its secondary objective is to provide a
moderate level of current income. The Berger IPT - Small Company
Growth Fund's investment objective is capital appreciation.

1. Portfolio Policies of the Funds
-------------------------------

The Prospectus discusses the investment objective of each of
the Funds and the policies to be employed to achieve that objective.
This section contains supplemental information concerning the types of
securities and other instruments in which the Funds may invest, the
investment policies and portfolio strategies that the Funds may
utilize and certain risks attendant to those investments, policies and
strategies.

ILLIQUID AND RESTRICTED SECURITIES. Each of the Funds is
authorized to invest in securities which are illiquid because they are
subject to restrictions on their resale ("restricted securities") or
because, based upon their nature or the market for such securities,
they are not readily marketable. However, none of the Funds will
purchase any such security, the purchase of which would cause the Fund
to invest more than 15% of its net assets, measured at the time of
purchase, in illiquid securities. Repurchase agreements maturing in
more than seven days will be considered as illiquid for purposes of
this restriction. Pursuant to authority delegated from the trustees,
the Funds' adviser will determine whether securities issued in
offerings made pursuant to SEC Rule 144A under the Securities Act of
1933 should be treated as illiquid investments considering, among
other things, the following factors: (1) the frequency of trades and
quotes for the security; (2) the number of dealers wanting to purchase
or sell the security and the number of other potential purchasers;
(3) dealer undertakings to make a market in the security; and (4) the
nature of the security and the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers,
and the mechanics of the transfer). Investments in illiquid
securities involve certain risks to the extent that the Fund may be
unable to dispose of such a security at the time desired or at a
reasonable price or, in some cases, may be unable to dispose of it at
all. In addition, in order to resell a restricted security, a Fund
might have to incur the potentially substantial expense and delay
associated with effecting registration.

REPURCHASE AGREEMENTS. As discussed in the Prospectus, each
Fund may invest in repurchase agreements with various financial
organizations, including commercial banks, registered

-1-<PAGE>
broker-dealers and registered government securities dealers. A
repurchase agreement is an agreement under which a Fund acquires a
money market instrument (generally a security issued by the U.S.
government or an agency thereof, a banker's acceptance or a
certificate of deposit) from a commercial bank, broker or dealer,
subject to resale to the seller at an agreed upon price and date
(normally, the next business day). A repurchase agreement may be
considered a loan collateralized by securities. The resale price
reflects an agreed upon interest rate effective for the period the
instrument is held by a Fund and is unrelated to the interest rate on
the underlying instrument. In these transactions, the securities
acquired by a Fund (including accrued interest earned thereon) must
have a total value equal to or in excess of the value of the
repurchase agreement and are held by the Fund's custodian bank until
repurchased. In addition, the trustees will establish guidelines and
standards for review by the investment adviser of the creditworthiness
of any bank, broker or dealer party to a repurchase agreement with a
Fund. None of the Funds will enter into a repurchase agreement
maturing in more than seven days if as a result more than 15% of the
Fund's total assets would be invested in such repurchase agreements
and other illiquid securities.

The use of repurchase agreements involves certain risks.
For example, if the other party to the agreement defaults on its
obligation to repurchase the underlying security at a time when the
value of the security has declined, a Fund may incur a loss upon
disposition of the security. If the other party to the agreement
becomes insolvent and subject to liquidation or reorganization under
the Bankruptcy Code or other laws, a court may determine that the
underlying security is collateral for a loan by a Fund not within the
control of the Fund and therefore the realization by the Fund on such
collateral may automatically be stayed. Finally, it is possible that
a Fund may not be able to substantiate its interest in the underlying
security and may be deemed an unsecured creditor of the other party to
the agreement. While management of the Funds acknowledges these
risks, it is expected that they can be controlled through careful
monitoring procedures.

WHEN-ISSUED AND DELAYED DELIVERED SECURITIES. Each Fund may
purchase and sell securities on a when-issued or delayed delivery
basis. However, none of the Funds currently intends to purchase or
sell securities on a when-issued or delayed delivery basis, if as a
result more than 5% of its total assets taken at market value at the
time of purchase would be invested in such securities. When-issued or
delayed delivery transactions arise when securities (normally, equity
obligations of issuers eligible for investment by a Fund) are
purchased or sold by the Fund with payment and delivery taking place
in the future in order to secure what is considered to be an
advantageous price or yield. However, the yield on a comparable
security available when delivery takes place may vary from the yield
on the security at the time that the when-issued or delayed delivery
transaction was entered into. Any failure to consummate a when-issued
or delayed delivery transaction may result in a Fund missing the
opportunity of obtaining a price

-2-<PAGE>
or yield considered to be advantageous. When-issued and delayed
delivery transactions may generally be expected to settle within one
month from the date the transactions are entered into, but in no event
later than 90 days. However, no payment or delivery is made by a Fund
until it receives delivery or payment from the other party to the
transaction.

When a Fund purchases securities on a when-issued basis, it
will maintain in a segregated account with its custodian cash, U.S.
government securities or other high-grade debt obligations readily
convertible into cash having an aggregate value equal to the amount of
such purchase commitments, until payment is made. If necessary,
additional assets will be placed in the account daily so that the
value of the account will equal or exceed the amount of the Fund's
purchase commitments.

LENDING OF SECURITIES. As discussed in the Prospectus, each
Fund may lend its securities to qualified institutional investors who
need to borrow securities in order to complete certain transactions,
such as covering short sales, avoiding failures to deliver securities,
or completing arbitrage operations. By lending its securities, a Fund
will be attempting to generate income through the receipt of interest
on the loan which, in turn, can be invested in additional securities
to pursue the Fund's investment objective. Any gain or loss in the
market price of the securities loaned that might occur during the term
of the loan would be for the account of a Fund. A Fund may lend its
portfolio securities to qualified brokers, dealers, banks or other
financial institutions, so long as the terms, the structure and the
aggregate amount of such loans are not inconsistent with the
Investment Company Act of 1940, or the Rules and Regulations or
interpretations of the Securities and Exchange Commission (the
"Commission") thereunder, which currently require that (a) the
borrower pledge and maintain with the Fund collateral consisting of
cash, an irrevocable letter of credit or securities issued or
guaranteed by the United States government having a value at all times
not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities
loaned rises (i.e., the borrower "marks to the market" on a daily
basis), (c) the loan be made subject to termination by the Fund at any
time and (d) the Fund receive reasonable interest on the loan, which
interest may include the Fund's investing cash collateral in interest
bearing short-term investments, and (e) the Fund receive all dividends
and distributions on the loaned securities and any increase in the
market value of the loaned securities.

A Fund bears a risk of loss in the event that the other
party to a securities lending transaction defaults on its obligations
and the Fund is delayed in or prevented from exercising its rights to
dispose of the collateral, including the risk of a possible decline in
the value of the collateral securities during the period in which the
Fund seeks to assert these rights, the risk of incurring expenses
associated with asserting these rights and

-3-<PAGE>
the risk of losing all or a part of the income from the transaction.
None of the Funds will lend its portfolio securities if, as a result,
the aggregate value of such loans would exceed 33-1/3% of the value of
the Fund's total assets. Loan arrangements made by a Fund will comply
with all other applicable regulatory requirements, including the rules
of the New York Stock Exchange, which rules presently require the
borrower, after notice, to redeliver the securities within the normal
settlement time of three business days. All relevant facts and
circumstances, including creditworthiness of the broker, dealer or
institution, will be considered in making decisions with respect to
the lending of securities, subject to review by the Fund's trustees.

SHORT SALES. Each Fund currently only intends to engage in
short sales if, at the time of the short sale, the Fund owns or has
the right to acquire an equivalent kind and amount of the security
being sold short at no additional cost (i.e., short sales "against the
box").

In a short sale, the seller does not immediately deliver the
securities sold and is said to have a short position in those
securities until delivery occurs. To make delivery to the purchaser,
the executing broker borrows the securities being sold short on behalf
of the seller. While the short position is maintained, the seller
collateralizes its obligation to deliver the securities sold short in
an amount equal to the proceeds of the short sale plus an additional
margin amount established by the Board of Governors of the Federal
Reserve. If a Fund engages in a short sale, the collateral account
will be maintained by the Fund's custodian. While the short sale is
open, the Fund will maintain in a segregated custodial account an
amount of securities convertible into or exchangeable for such
equivalent securities at no additional cost. These securities would
constitute the Fund's long position.

A Fund may make a short sale, as described above, when it
wants to sell the security it owns at a current attractive price, but
also wishes to defer recognition of gain or loss for federal income
tax purposes and for purposes of satisfying certain tests applicable
to regulated investment companies under the Internal Revenue Code. In
such a case, any future losses in the Fund's long position should be
reduced by a gain in the short position. The extent to which such
gains or losses are reduced would depend upon the amount of the
security sold short relative to the amount the Fund owns. There will
be certain additional transaction costs associated with short sales,
but the Fund will endeavor to offset these costs with income from the
investment of the cash proceeds of short sales.

FINANCIAL FUTURES, FORWARDS AND OPTIONS. As described in th
e Prospectus, each Fund is authorized to make limited investment in
certain types of futures, forwards and options, but only for the
purpose of hedging, that is, protecting against market risk due to
market movements that may adversely affect the value of a Fund's

-4-<PAGE>
securities or the price of securities that a Fund is considering
purchasing. The utilization of futures, forwards and options is also
subject to policies and procedures which may be established by the
trustees from time to time. A hedging transaction may partially
protect a Fund from a decline in the value of a particular security or
its portfolio generally, although the cost of the transaction will
reduce the potential return on the security or the portfolio.
Following is additional information concerning the futures, forwards
and options in which the Funds may invest, provided that no more than
5% of the Fund's total net assets at the time of purchase may be
invested in initial margins for financial futures transactions and
premiums for options. In addition, a Fund may only write call options
that are covered and only up to 25% of the Fund's total assets. The
following information should be read in conjunction with the
information concerning the Funds' investment in futures, forwards and
options and the risks of such investments contained in the Prospectus.

Futures Contracts. Financial futures contracts are
-----------------
contracts on financial instruments (such as securities and foreign
currencies) and securities indices that obligate the long or short
holder, if the contract is held to its specified delivery date, to
take or make delivery of a specified quantity of the underlying
financial instrument, or the cash value of a securities index.
Although futures contracts by their terms call for the delivery or
acquisition of the underlying instruments or a cash payment based on
the value of the underlying instruments, in most cases the contractual
obligation is offset before the delivery date by buying (in the case
of an obligation to sell) or selling (in the case of an obligation to
buy) an identical futures contract. Such a transaction cancels the
original obligation to make or take delivery of the instruments.

Each Fund may enter into contracts for the purchase or sale
for future delivery of financial instruments, such as securities and
foreign currencies, or contracts based on financial indices including
indices of U.S. Government securities, foreign government securities
or equity securities. U.S. futures contracts are traded on exchanges
which have been designated "contract markets" by the Commodity Futures
Trading Commission ("CFTC") and must be executed through a futures
commission merchant (an "FCM"), or brokerage firm, which is a member
of the relevant contract market. Through their clearing corporations,
the exchanges guarantee performance of the contracts as between the
clearing members of the exchange.

Both the buyer and seller are required to deposit "initial
margin" for the benefit of the FCM when a futures contract is entered
into. Initial margin deposits are equal to a percentage of the
contract's value, as set by the exchange on which the contract is
traded, and may be maintained in cash or certain high-grade liquid
assets. If the value of either party's position declines, that party
will be required to make additional "variation margin" payments to the
other party to settle the change in value

-5-<PAGE>
on a daily basis. Initial and variation margin payments are similar
to good faith deposits or performance bonds or party-to-party payments
resulting from daily changes in the value of the contract, unlike
margin extended by a securities broker, and would be returned or
credited to the Funds upon termination of the futures contract,
assuming all contractual obligations have been satisfied. Unlike
margin extended by a securities broker, initial and variation margin
payments do not constitute purchasing securities on margin for
purposes of each Fund's investment limitations. The Funds will incur
brokerage fees when they buy or sell futures contracts.

In the event of the bankruptcy of the FCM that holds margin
on behalf of a Fund, the Fund may be entitled to return of margin owed
to the Fund only in proportion to the amount received by the FCM's
other customers. Each Fund will attempt to minimize the risk by
careful monitoring of the creditworthiness of the FCMs with which the
Fund does business and by depositing margin payments in a segregated
account with the Fund's custodian for the benefit of the FCM when
practical or otherwise required by law.

Each Fund intends to comply with guidelines of eligibility
for exclusion from the definition of the term "commodity pool
operator" with the CFTC and the National Futures Association, which
regulate trading in the futures markets. Accordingly, the Fund will
not enter into any futures contract or option on a futures contract
if, as a result, the aggregate initial margin and premiums required to
establish such positions would exceed 5% of the Fund's net assets.

Although each Fund would hold cash and liquid assets in a
segregated account with a value sufficient to cover the Fund's open
futures obligations, the segregated assets would be available to the
Fund immediately upon closing out the futures position, while
settlement of securities transactions could take several days.
However, because the Fund's cash that may otherwise be invested would
be held uninvested or invested in high-grade liquid assets so long as
the futures position remains open, the Fund's return could be
diminished due to the opportunity losses of foregoing other potential
investments.

The acquisition or sale of a futures contract may occur, for
example, when a Fund is considering purchasing or holds equity
securities and seeks to protect itself from fluctuations in prices
without buying or selling those securities. For example, if prices
were expected to decrease, the Fund might sell equity index futures
contracts, thereby hoping to offset a potential decline in the value
of equity securities in the portfolio by a corresponding increase in
the value of the futures contract position held by the Fund and
thereby preventing the Fund's net asset value from declining as much
as it otherwise would have. A Fund also could protect against
potential price declines by selling portfolio securities and investing
in money market instruments. However, the use of futures contracts as
an investment technique allows the

-6-<PAGE>
Funds to maintain a defensive position without having to sell
portfolio securities.

Similarly, when prices of equity securities are expected to
increase, futures contracts may be bought to attempt to hedge against
the possibility of having to buy equity securities at higher prices.
This technique is sometimes known as an anticipatory hedge. Since the
fluctuations in the value of futures contracts should be similar to
those of equity securities, a Fund could take advantage of the
potential rise in the value of equity securities without buying them
until the market has stabilized. At that time, the futures contracts
could be liquidated and the Fund could buy equity securities on the
cash market.

To the extent a Fund enters into futures contracts for this
purpose, the assets in the segregated asset account maintained to
cover the Fund's obligations with respect to the futures contracts
will consist of high-grade liquid assets from its portfolio in an
amount equal to the difference between the amount of the Fund's
obligation under the contract and the aggregate value of the initial
and variation margin payments made by the Fund with respect to the
futures contracts.

The ordinary spreads between prices in the cash and futures
markets, due to differences in the nature of those markets, are
subject to distortions. First, all participants in the futures market
are subject to initial margin and variation margin requirements.
Rather than meeting additional variation margin requirements,
investors may close out futures contracts through offsetting
transactions which could distort the normal price relationship between
the cash and futures markets. Second, the liquidity of the futures ma
rket depends on participants entering into offsetting transactions
rather than making or taking delivery. To the extent participants
decide to make or take delivery, liquidity in the futures market could
be reduced and prices in the futures market distorted. Third, from
the point of view of speculators, the margin deposit requirements in
the futures market are less than margin requirements in the securities
market. Therefore, increased participation by speculators in the
futures market may cause temporary price distortions. Due to the
possibility of the foregoing distortions, a correct forecast of
general price trends by the Funds still may not result in a successful
use of futures.

Futures contracts entail risks. Although each Fund believes
that use of such contracts will benefit the Fund, if the Fund's
investment judgment is incorrect, the Fund's overall performance could
be worse than if the Fund had not entered into futures contracts. For
example, if the Fund has hedged against the effects of a possible
decrease in prices of securities held in the Fund's portfolio and
prices increase instead, the Fund will lose part or all of the benefit
of the increased value of these securities because of offsetting
losses in the Fund's futures positions. In addition, if the Fund has
insufficient cash, it may

-7-<PAGE>
have to sell securities from its portfolio to meet daily variation
margin requirements. Those sales may be, but will not necessarily be,
at increased prices which reflect the rising market and may occur at a
time when the sales are disadvantageous to the Fund. Although the
buyer of an option cannot lose more than the amount of the premium
plus related transaction costs, a buyer or seller of futures contracts
could lose amounts substantially in excess of any initial margin
deposits made, due to the potential for adverse price movements
resulting in additional variation margin being required by such
positions. However, each Fund intends to monitor its investments
closely and will attempt to close its positions when the risk of loss
to the Fund becomes unacceptably high.

The prices of futures contracts depend primarily on the
value of their underlying instruments. Because there are a limited
number of types of futures contracts, it is possible that the
standardized futures contracts available to a Fund will not match
exactly the Fund's current or potential investments. A Fund may buy
and sell futures contracts based on underlying instruments with
different characteristics from the securities in which it typically
invests -- for example, by hedging investments in portfolio securities
with a futures contract based on a broad index of securities -- which
involves a risk that the futures position will not correlate precisely
with the performance of the Fund's investments.

Futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments closely
correlate with a Fund's investments. Futures prices are affected by
such factors as current and anticipated short-term interest rates,
changes in volatility of the underlying instruments and the time
remaining until expiration of the contract. Those factors may affect
securities prices differently from futures prices. Imperfect
correlations between a Fund's investments and its futures positions
may also result from differing levels of demand in the futures markets
and the securities markets, from structural differences in how futures
and securities are traded, and from imposition of daily price
fluctuation limits for futures contracts. A Fund may buy or sell
futures contracts with a greater or lesser value than the securities
it wishes to hedge or is considering purchasing in order to attempt to
compensate for differences in historical volatility between the
futures contract and the securities, although this may not be
successful in all cases. If price changes in a Fund's futures
positions are poorly correlated with its other investments, its
futures positions may fail to produce desired gains or result in
losses that are not offset by the gains in the Fund's other
investments.

Because futures contracts are generally settled within a day
from the date they are closed out, compared with a longer settlement
period for most types of securities, the futures markets can provide
superior liquidity to the securities markets. Nevertheless, there is
no assurance a liquid secondary market will exist for any particular
futures contract at any particular time.

-8-<PAGE>
In addition, futures exchanges may establish daily price fluctuation
limits for futures contracts and may halt trading if a contract's
price moves upward or downward more than the limit in a given day. On
volatile trading days when the price fluctuation limit is reached, it
may be impossible for a Fund to enter into new positions or close out
existing positions. If the secondary market for a futures contract is
not liquid because of price fluctuation limits or otherwise, a Fund
may not be able to promptly liquidate unfavorable futures positions
and potentially could be required to continue to hold a futures
position until the delivery date, regardless of changes in its value.
As a result, a Fund's access to other assets held to cover its futures
positions also could be impaired.

Options on Futures Contracts. Each Fund may buy and write
----------------------------
options on futures contracts for hedging purposes. An option on a
futures contract gives the Funds the right (but not the obligation) to
buy or sell a futures contract at a specified price on or before a
specified date. The purchase of a call option on a futures contract
is similar in some respects to the purchase of a call option on an
individual security. Depending on the pricing of the option compared
to either the price of the futures contract upon which it is based or
the price of the underlying instrument, ownership of the option may or
may not be less risky than ownership of the futures contract or the
underlying instrument. As with the purchase of futures contracts, a
Fund may buy a call option on a futures contract to hedge against a
market advance, and a Fund might buy a put option on a futures
contract to hedge against a market decline.

The writing of a call option on a futures contract
constitutes a partial hedge against declining prices of the security
or foreign currency which is deliverable under, or of the index
comprising, the futures contract. If the futures price at the
expiration of the call option is below the exercise price, a Fund will
retain the full amount of the option premium which provides a partial
hedge against any decline that may have occurred in the Fund's
portfolio holdings. If a call option a Fund has written is exercised,
the Fund will incur a loss which will be reduced by the amount of the
premium it received. Depending on the degree of correlation between
change in the value of its portfolio securities and changes in the
value of the futures positions, a Fund's losses from existing options
on futures may to some extent be reduced or increased by changes in
the value of portfolio securities.

The purchase of a put option on a futures contract is
similar in some respects to the purchase of protective put options on
portfolio securities. For example, a Fund may buy a put option on a
futures contract to hedge the Fund's portfolio against the risk of
falling prices.

The amount of risk a Fund assumes when it buys an option on
a futures contract is the premium paid for the option plus

-9-<PAGE>
related transaction costs. In addition to the correlation risks
discussed above, the purchase of an option also entails the risk that
changes in the value of the underlying futures contract will not be
fully reflected in the value of the options bought.

Forward Foreign Currency Exchange Contracts. A forward
-------------------------------------------
contract is an agreement between two parties in which one party is
obligated to deliver a stated amount of a stated asset at a specified
time in the future and the other party is obligated to pay a specified
invoice amount for the assets at the time of delivery. The Funds curr
ently intend that the only forward contracts or commitments that they
might enter into for hedging purposes are forward foreign currency
exchange contracts, although the Funds may enter into additional forms
of forward contracts or commitments in the future if they become
available and advisable in light of the Funds' objectives and
investment policies. Forward contracts generally are negotiated in an
interbank market conducted directly between traders (usually large
commercial banks) and their customers. Unlike futures contracts,
which are standardized contracts, forward contracts can be
specifically drawn to meet the needs of the parties that enter into
them. The parties to a forward contract may agree to offset or
terminate the contract before its maturity, or may hold the contract
to maturity and complete the contemplated exchange.

The following discussion summarizes the Funds' principal
uses of forward foreign currency exchange contracts ("forward currency
contracts"). A Fund may enter into forward currency contracts with
stated contract values of up to the value of the Fund's assets. A
forward currency contract is an obligation to buy or sell an amount of
a specified currency for an agreed price (which may be in U.S. dollars
or a foreign currency). A Fund will exchange foreign currencies for
U.S. dollars and for other foreign currencies in the normal course of
business and may buy and sell currencies through forward currency
contracts in order to fix a price for securities it has agreed to buy
or sell ("transaction hedge"). A Fund also may hedge some or all of
its investments denominated in foreign currency against a decline in
the value of that currency relative to the U.S. dollar by entering
into forward currency contracts to sell an amount of that currency
approximating the value of some or all of its portfolio securities
denominated in that currency ("position hedge") or by participating in
futures contracts (or options on such futures) with respect to the
currency. A Fund also may enter into a forward currency contract with
respect to a currency where the Fund is considering the purchase or
sale of investments denominated in that currency but has not yet
selected the specific investments ("anticipatory hedge"). In any of
these circumstances a Fund may, alternatively, enter into a forward
currency contract to purchase or sell one foreign currency for a
second currency that is expected to perform more favorably relative to
the U.S. dollar if the portfolio manager believes there is a
reasonable degree of correlation between movements in the two
currencies ("cross-hedge").

-10-<PAGE>
These types of hedging minimize the effect of currency
appreciation as well as depreciation, but do not eliminate
fluctuations in the underlying U.S. dollar equivalent value of the
proceeds of or rates of return on a Fund's foreign currency
denominated portfolio securities. The matching of the increase in
value of a forward contract and the decline in the U.S. dollar
equivalent value of the foreign currency denominated asset that is the
subject of the hedge generally will not be precise. Shifting a Fund's
currency exposure from one foreign currency to another limits that
Fund's opportunity to profit from increases in the value of the
original currency and involves a risk of increased losses to such Fund
if its portfolio manager's projection of future exchange rates is
inaccurate. Cross-hedges may result in losses if the currency used to
hedge does not perform similarly to the currency in which hedged
securities are denominated. Unforeseen changes in currency prices may
result in poorer overall performance for a Fund than if it had not
entered into such contracts. Also, with regard to a Fund's use of
cross-hedges, there can be no assurance that historical correlations
between the movement of certain foreign currencies relative to the
U.S. dollar will continue. Thus, at any time poor correlation may
exist between movements in the exchange rates of the foreign
currencies underlying a Fund's cross-hedges and the movements in the
exchange rates of the foreign currencies in which the Fund's assets
that are the subject of such cross-hedges are denominated.

The Funds will cover outstanding forward currency contracts
by maintaining liquid portfolio securities denominated in the currency
underlying the forward contract or the currency being hedged. To the
extent that a Fund is not able to cover its forward currency positions
with underlying portfolio securities, the Funds' custodian will
segregate cash or high-grade liquid assets having a value equal to the
aggregate amount of such Fund's commitments under forward contracts
entered into. If the value of the securities used to cover a position
or the value of segregated assets declines, the Fund must find
alternative cover or segregate additional cash or high-grade liquid
assets on a daily basis so that the value of the covered and
segregated assets will be equal to the amount of a Fund's commitments
with respect to such contracts.

While forward contracts are not currently regulated by the
CFTC, the CFTC may in the future assert authority to regulate forward
contracts. In such event, the Funds' ability to utilize forward
contracts may be restricted. A Fund may not always be able to enter
into forward contracts at attractive prices and may be limited in its
ability to use these contracts to hedge Fund assets. In addition,
when a Fund enters into a privately negotiated forward contract with a
counterparty, the Fund assumes counterparty credit risk, that is, the
risk that the counterparty will fail to perform its obligations, in
which case the Fund could be worse off than if the contract had not
been entered into. Unlike many exchange-traded futures contracts and
options on futures, there are no daily price fluctuation limits with
respect to forward contracts

-11-<PAGE>
and other negotiated or over-the-counter instruments, and with respect
to those contracts, adverse market movements could therefore continue
to an unlimited extent over a period of time. However, each Fund
intends to monitor its investments closely and will attempt to
renegotiate or close its positions when the risk of loss to the Fund
becomes unacceptably high.

Options on Securities and Securities Indices. A Fund may
--------------------------------------------
buy or sell put or call options and write covered call options on
securities that are traded on United States or foreign securities
exchanges or over-the-counter. Buying an option involves the risk
that, during the option period, the price of the underlying security
will not increase (in the case of a call) to above the exercise price,
or will not decrease (in the case of a put) to below the exercise
price, in which case the option will expire without being exercised
and the holder would lose the amount of the premium. Writing a call
option involves the risk of an increase in the market value of the
underlying security, in which case the option could be exercised and
the underlying security would then be sold by a Fund to the option
holder at a lower price than its current market value and the Fund's
potential for capital appreciation on the security would be limited to
the exercise price. Moreover, when a Fund writes a call option on a
securities index, the Fund bears the risk of loss resulting from
imperfect correlation between movements in the price of the index and
the price of the securities set aside to cover such position.
Although they entitle the holder to buy equity securities, call
options to purchase equity securities do not entitle the holder to
dividends or voting rights with respect to the underlying securities,
nor do they represent any rights in the assets of the issuer of those
securities.

A call option written by a Fund is "covered" if the Fund
owns the underlying security covered by the call or has an absolute
and immediate right to acquire that security without additional cash
consideration (or for additional cash consideration held in a
segregated account by its custodian) upon conversion or exchange of
other securities held in its portfolio. A call option is also deemed
to be covered if a Fund holds a call on the same security and in the
same principal amount as the call written and the exercise price of
the call held (i) is equal to or less than the exercise price of the
call written or (ii) is greater than the exercise price of the call
written if the difference is maintained by the Fund in cash and high-
grade liquid assets in a segregated account with its custodian.

The writer of a call option may have no control when the und
erlying securities must be sold. Whether or not an option expires
unexercised, the writer retains the amount of the premium. This
amount, of course, may, in the case of a covered call option, be
offset by a decline in the market value of the underlying security
during the option period.

-12-<PAGE>
The writer of an exchange-traded call option that wishes to
terminate its obligation may effect a "closing purchase transaction."
This is accomplished by buying an option of the same series as the
option previously written. The effect of the purchase is that the
writer's position will be cancelled by the clearing corporation. If a
Fund desires to sell a particular security from the Fund's portfolio
on which the Fund has written a call option, the Fund will effect a
closing transaction prior to or concurrent with the sale of the
security. However, a writer may not effect a closing purchase
transaction after being notified of the exercise of an option. An
investor who is the holder of an exchange-traded option may liquidate
its position by effecting a "closing sale transaction." This is
accomplished by selling an option of the same series as the option
previously bought. There is no guarantee that either a closing
purchase or a closing sale transaction can be effected.

A Fund will realize a profit from a closing transaction if
the price of the purchase transaction is less than the premium
received from writing the option or the price received from a sale
transaction is more than the premium paid to buy the option; the Fund
will realize a loss from a closing transaction if the price of the
purchase transaction is more than the premium received from writing
the option or the price received from a sale transaction is less than
the premium paid to buy the option. Because increases in the market
price of a call option will generally reflect increases in the market
price of the underlying security, any loss resulting from the
repurchase of a call option is likely to be offset in whole or in part
by appreciation of the underlying security owned by the Fund.

An option position may be closed out only where there exists
a secondary market for an option of the same series. If a secondary
market does not exist, it might not be possible to effect closing
transactions in particular options with the result that a Fund would
have to exercise the options in order to realize any profit. If a
Fund is unable to effect a closing purchase transaction in a secondary
market, it will not be able to sell the underlying security until the
option expires or the Fund delivers the underlying security upon
exercise. Reasons for the absence of a liquid secondary market may
include the following: (i) there may be insufficient trading interest
in certain options, (ii) restrictions may be imposed by a national
securities exchange on which the option is traded ("Exchange") on
opening or closing transactions or both, (iii) trading halts,
suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities,
(iv) unusual or unforeseen circumstances may interrupt normal
operations on an Exchange, (v) the facilities of an Exchange or of the
Options Clearing Corporation ("OCC") may not at all times be adequate
to handle current trading volume, or (vi) one or more Exchanges could,
for economic or other reasons, decide or be compelled at some future
date to discontinue the trading of options (or a particular class or
series of options), in which event the secondary market on

-13-<PAGE>
that Exchange (or in that class or series of options) would cease to
exist, although outstanding options on that Exchange that had been
issued by the OCC as a result of trades on that Exchange would
continue to be exercisable in accordance with their terms.

In addition, when a Fund enters into an over-the-counter
option contract with a counterparty, the Fund assumes counterparty
credit risk, that is, the risk that the counterparty will fail to
perform its obligations, in which case the Fund could be worse off
than if the contract had not been entered into.

An option on a securities index is similar to an option on a
security except that, rather than the right to take or make delivery o
f a security at a specified price, an option on a securities index
gives the holder the right to receive, on exercise of the option, an
amount of cash if the closing level of the securities index on which
the option is based is greater than, in the case of a call, or less
than, in the case of a put, the exercise price of the option.

A Fund may buy call options on securities or securities
indices to hedge against an increase in the price of a security or
securities that the Fund may buy in the future. The premium paid for
the call option plus any transaction costs will reduce the benefit, if
any, realized by a Fund upon exercise of the option, and, unless the
price of the underlying security or index rises sufficiently, the
option may expire and become worthless to the Fund. A Fund may buy
put options to hedge against a decline in the value of a security or
its portfolio. The premium paid for the put option plus any
transaction costs will reduce the benefit, if any, realized by a Fund
upon exercise of the option, and, unless the price of the underlying
security or index declines sufficiently, the option may expire and
become worthless to the Fund.

An example of a hedging transaction using an index option
would be if a Fund were to purchase a put on a stock index, in order
to protect the Fund against a decline in the value of all securities
held by it to the extent that the stock index moves in a similar
pattern to the prices of the securities held. While the correlation
between stock indices and price movements of the stocks in which the
Funds will generally invest may be imperfect, the Funds expect,
nonetheless, that the use of put options that relate to such indices
will, in certain circumstances, protect against declines in values of
specific portfolio securities or a Fund's portfolio generally.
Although the purchase of a put option may partially protect a Fund
from a decline in the value of a particular security or its portfolio
generally, the cost of a put will reduce the potential return on the
security or the portfolio.

PORTFOLIO TURNOVER. In pursuit of each Fund's investment
objective, management continuously reviews its investments and makes
portfolio changes whenever changes in the market, industry trends or
the outlook for the growth of any portfolio security indicate to
management that the objective could be better achieved

-14-<PAGE>
by investment in another security, regardless of portfolio turnover.
The annual portfolio turnover rates of the Funds may at times exceed
100%. An annual turnover rate of 100% or more would be higher than
that of most other funds. Increased portfolio turnover would
necessarily result in correspondingly higher brokerage costs for the
Funds.

The existence of a high portfolio turnover rate has no
direct relationship to the tax liability of a Fund, although sales of
certain stocks will lead to realization of gains, and, possibly,
increased taxable distributions.

2. Investment Restrictions
-----------------------

Each Fund has adopted certain fundamental restrictions on
its investments and other activities, and none of these restrictions
may be changed without the approval of (i) 67% or more of the voting
securities of the Fund present at a meeting of shareholders thereof if
the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, or (ii) more than 50% of the
outstanding voting securities of the Fund.

BERGER IPT - 100 FUND AND BERGER IPT - GROWTH AND INCOME FUND
- - -------------------------------------------------------------

The following fundamental restrictions apply to each of the
Berger IPT - 100 Fund and the Berger IPT - Growth and Income Fund. A
Fund may not:

1. Purchase the securities of any one issuer (except U.S.
Government securities) if immediately after and as a result of such
purchase (a) the value of the holdings of the Fund in the securities
of such issuer exceeds 5% of the value of the Fund's total assets or
(b) the Fund owns more than 10% of the outstanding voting securities
or of any class of securities of such issuer.

2. Purchase securities of any company with a record of
less than three years' continuous operation (including that of
predecessors) if such purchase would cause the Fund's investments in
all such companies taken at cost to exceed 5% of the value of the
Fund's total assets.

3. Invest in any one industry more than 25% of the value
of its total assets at the time of such investment.

4. Make loans, except that the Fund may enter into
repurchase agreements and may lend portfolio securities in accordance
with the Fund's investment policies. The Fund does not, for this
purpose, consider the purchase of all or a portion of an issue of
publicly distributed bonds, bank loan participation agreements, bank
certificates of deposit, bankers' acceptances, debentures or other
securities, whether or not the purchase is made upon the original
issuance of the securities, to be the making of a loan.

-15-<PAGE>
5. Borrow in excess of 5% of the value of its total
assets, or pledge, mortgage, or hypothecate its assets taken at market
value to an extent greater than 10% of the Fund's total assets taken
at cost (and no borrowing may be undertaken except from banks as a
temporary measure for extraordinary or emergency purposes). This
limitation shall not prohibit or restrict short sales or deposits of
assets to margin or guarantee positions in futures, options or forward
contracts, or the segregation of assets in connection with any of such
transactions.

6. Purchase or retain the securities of any issuer if
those officers and trustees of the Fund or its investment adviser
owning individually more than 1/2 of 1% of the securities of such
issuer together own more than 5% of the securities of such issuer.

7. Purchase the securities of any other investment
company, except by purchase in the open market involving no commission
or profit to a sponsor or dealer (other than the customary broker's
commission).

8. Act as a securities underwriter (except to the extent
the Fund may be deemed an underwriter under the Securities Act of 1933
in disposing of a security) or invest in real estate (although it may
purchase shares of a real estate investment trust), or invest in
commodities or commodity contracts except, only for the purpose of
hedging, (i) financial futures transactions, including futures
contracts on securities, securities indices and foreign currencies,
and options on any such futures, (ii) forward foreign currency
exchange contracts and other forward commitments and (iii) securities
index put or call options.

9. Participate on a joint or joint and several basis in
any securities trading account.

10. Invest in companies for the purposes of exercising
control of management.

In applying the industry concentration investment
restriction (no. 3 above), the Funds use the industry groups used in
the Data Monitor Portfolio Monitoring System of William O'Neil & Co.
Incorporated. Further, in implementing that restriction, each Fund
intends not to invest in any one industry 25% or more of the value of
its total assets at the time of such investment.

The trustees have adopted additional non-fundamental
investment restrictions for each of the Berger IPT - 100 Fund and the
Berger IPT - Growth and Income Fund. These limitations may be changed
by the trustees without a shareholder vote. The non-fundamental
investment restrictions include the following:

1. Only for the purpose of hedging, the Fund may purchase
and sell financial futures, forward foreign currency exchange
contracts and put and call options, but no more than 5% of the Fund's
total net assets at the time of purchase may be invested

-16-<PAGE>
in initial margins for financial futures transactions and premiums for
options. The Fund may only write call options that are covered and
only up to 25% of the Fund's total assets.

2. The Fund may not purchase or sell securities on a when-
issued or delayed delivery basis, if as a result more than 5% of its
total assets taken at market value at the time of purchase would be
invested in such securities.

3. The Fund may not purchase or sell any interest in an
oil, gas or mineral development or exploration program, including
investments in oil, gas or other mineral leases, rights or royalty
contracts (except that the Fund may invest in the securities of
issuers engaged in the foregoing activities).

4. The Fund may not purchase any security, including any
repurchase agreement maturing in more than seven days, which is not
readily marketable, if more than 15% of the net assets of the Fund,
taken at market value at the time of purchase would be invested in
such securities.

5. The Fund may not purchase securities on margin from a
broker or dealer, except that the Fund may obtain such short-term
credits as may be necessary for the clearance of transactions, and may
not make short sales of securities, except that the Fund may make
short sales if, at the time of the short sale, the Fund owns or has
the right to acquire an equivalent kind and amount of the security
being sold short at no additional cost (i.e., short sales "against the
box"). This limitation shall not prohibit or restrict the Fund from
entering into futures, forwards and options contracts or from making
margin payments and other deposits in connection therewith.

6. The Fund's investments in warrants valued at the lower
of cost or market, may not exceed 5% of the value of the Fund's net
assets. Included within that amount, but not to exceed 2% of the
value of the Fund's net assets, may be warrants that are not listed on
the New York Stock Exchange or American Stock Exchange.

BERGER IPT - SMALL COMPANY GROWTH FUND
- - --------------------------------------

The following fundamental restrictions apply to the Berger
IPT - Small Company Growth Fund. The Fund may not:

1. With respect to 75% of the Fund's total assets,
purchase the securities of any one issuer (except U.S. government
securities) if immediately after and as a result of such purchase
(a) the value of the holdings of the Fund in the securities of such
issuer exceeds 5% of the value of the Fund's total assets or (b) the
Fund owns more than 10% of the outstanding voting securities of such
issuer.

-17-<PAGE>
2. Invest in any one industry (other than U.S. government
securities) more than 25% of the value of its total assets at the time
of such investment.

3. Borrow money, except from banks for temporary or
emergency purposes in amounts not to exceed 25% of the Fund's total as
sets (including the amount borrowed) taken at market value, nor
pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness and then only if such pledging, mortgaging or
hypothecating does not exceed 25% of the Fund's total assets taken at
market value. When borrowings exceed 5% of the Fund's total assets,
the Fund will not purchase portfolio securities.

4. Act as a securities underwriter (except to the extent
the Fund may be deemed an underwriter under the Securities Act of 1933
in disposing of a security), issue senior securities (except to the
extent permitted under the Investment Company Act of 1940), invest in
real estate (although it may purchase shares of a real estate
investment trust), or invest in commodities or commodity contracts
except financial futures transactions, futures contracts on securities
and securities indices and options on such futures, forward foreign
currency exchange contracts, forward commitments or securities index
put or call options.

5. Make loans, except that the Fund may enter into
repurchase agreements and may lend portfolio securities in accordance
with the Fund's investment policies. The Fund does not, for this
purpose, consider the purchase of all or a portion of an issue of
publicly distributed bonds, bank loan participation agreements, bank
certificates of deposit, bankers' acceptances, debentures or other
securities, whether or not the purchase is made upon the original
issuance of the securities, to be the making of a loan.

In applying the industry concentration investment
restriction (no. 2 above), the Fund uses the industry groups used in
the Data Monitor Portfolio Monitoring System of William O'Neil & Co.
Incorporated. Further, in implementing that restriction, the Fund
intends not to invest in any one industry 25% or more of the value of
its total assets at the time of such investment.

The trustees have adopted additional non-fundamental
investment restrictions for the Fund. These limitations may be
changed by the trustees without a shareholder vote. The non-
fundamental investment restrictions include the following:

1. The Fund may not purchase securities of any company
which, including its predecessors and parents, has a record of less
than three years' continuous operation, if such purchase would cause
the Fund's investments in all such companies taken at cost to exceed
10% of the value of the Fund's total assets.

2. The Fund may not purchase securities on margin from a
broker or dealer, except that the Fund may obtain such short-term

-18-<PAGE>
credits as may be necessary for the clearance of transactions, and may
not make short sales of securities, except that the Fund may make
short sales if, at the time of the short sale, the Fund owns or has
the right to acquire an equivalent kind and amount of the security
being sold short at no additional cost (i.e., short sales "against the
box"). This limitation shall not prohibit or restrict the Fund from
entering into futures, forwards and options contracts or from making
margin payments and other deposits in connection therewith.

3. The Fund may not purchase the securities of any other
investment company, except by purchase in the open market involving no
commission or profit to a sponsor or dealer (other than the customary
broker's commission).

4. The Fund may not invest in companies for the purposes
of exercising control of management.

5. The Fund may not purchase any security, including any
repurchase agreement maturing in more than seven days, which is not
readily marketable, if more than 15% of the net assets of the Fund,
taken at market value at the time of purchase would be invested in
such securities.

6. Only for the purpose of hedging, the Fund may purchase
and sell financial futures, forward foreign currency exchange
contracts and put and call options, but no more than 5% of the Fund's
total net assets at the time of purchase may be invested in initial
margins for financial futures transactions and premiums for options.
The Fund may only write call options that are covered and only up to
25% of the Fund's total assets.

7. The Fund may not purchase or sell securities on a when-
issued or delayed delivery basis, if as a result more than 5% of its
total assets taken at market value at the time of purchase would be
invested in such securities.

8. The Fund may not purchase or sell any interest in an
oil, gas or mineral development or exploration program, including
investments in oil, gas or other mineral leases, rights or royalty
contracts (except that the Fund may invest in the securities of
issuers engaged in the foregoing activities).

9. The Fund's investments in warrants valued at the lower
of cost or market may not exceed 5% of the value of the Fund's net
assets. Included within that amount, but not to exceed 2% of the
value of the Fund's net assets, may be warrants that are not listed on
the New York Stock Exchange or American Stock Exchange.

3. Management of the Funds
-----------------------

The same trustees and most of the same executive officers
serve each of the Funds. They are listed below, together with

-19-<PAGE>
information which includes their principal occupations during the past
five years and other principal business affiliations.

/*/ GERARD M. LAVIN, 210 University Boulevard, Suite 900, Denver, CO
80206, age 53. President and a Trustee of Berger Institutional
Products Trust since its inception in October 1995. President
and a director since April 1995 of Berger Associates. A Vice
President of DST Systems, Inc. (data processing) since July 1995.
Director of First of Michigan Capital Corp. (holding company) and
First of Michigan Corp. (broker-dealer) since March 1995.
Formerly President and Chief Executive Officer of Investors
Fiduciary Trust Company (banking) from February 1992 to March
1995 and Chief Operating Officer of SUNAMERICA (money management)
from January 1990 to February 1992.

/*/ RODNEY L. LINAFELTER, 210 University Boulevard, Suite 900,
Denver, CO 80206, age 36. President and Portfolio Manager of
Berger IPT - 100 Fund and Berger IPT - Growth and Income Fund and
a Trustee of Berger Institutional Products Trust since its
inception in October 1995. President since November 1994
(formerly, Vice President from October 1990 to November 1994), a
Portfolio Manager since October 1990 and a Director since October
1994 of Berger 100 Fund and Berger 101 Fund. President and a
Trustee of Berger Investment Portfolio Trust since its inception
in August 1993. Vice President (since December 1990) and Chief
Investment Officer (since October 1994), Director (since January
1992) and, formerly, Portfolio Manager (January 1990 to December
1990), with Berger Associates. Formerly (April 1986 to December
1989), Financial Consultant (registered representative) with
Merrill Lynch, Pierce, Fenner & Smith, Inc.

/*/ WILLIAM R. KEITHLER, 210 University Boulevard, Suite 900, Denver,
CO 80206, age 43. President and Portfolio Manager of the Berger
IPT - Small Company Growth Fund of the Berger Institutional
Products Trust since its inception in October 1995. President
since November 1994 (formerly, Vice President from December 1993
to November 1994) and Portfolio Manager of the Berger Small
Company Growth Fund and, since December 1993, Vice President-
Investment Management of Berger Associates. Formerly, Senior
Vice President (January 1993 to December 1993), Vice President
(January 1991 to January 1993) and Portfolio Manager (January
1988 to January 1991) of INVESCO Trust Company (investment
management).

DENNIS E. BALDWIN, 3481 South Race Street, Englewood, CO 80110,
age 67. President, Baldwin Financial Counseling. Formerly
(1978-1990), Vice President and Denver Office Manager of Merrill
Lynch Capital Markets. Trustee of Berger

____________________

/*/ Interested person (as defined in the Investment Company Act of
1940) of each Fund and of Berger Associates.

-20-<PAGE>
Institutional Products Trust and Berger Investment Portfolio
Trust. Director of Berger 100 Fund and Berger 101 Fund.

/*/ WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900,
Denver, CO 80206, age 70. Trustee of Berger Institutional
Products Trust since its inception in October 1995. Director
and, formerly, President (1974-1994) of Berger 100 Fund and
Berger 101 Fund. Trustee of Berger Investment Portfolio Trust
since its inception in August 1993 (Chairman of the Trustees
through November 1994). Chairman (since 1994) and a Director
(since 1973) and, formerly, President (1973-1994) of Berger
Associates. From 1960 to 1973, principal shareholder and
executive officer of predecessor investment advisory firms which
served as investment advisors to mutual funds and other
investors, and from 1950 to 1960, investment officer in the trust
department of The Colorado National Bank of Denver in charge of
common stock investments.

LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, age 70.
President, Climate Engineering, Inc. (building environmental
systems). Trustee of Berger Institutional Products Trust and
Berger Investment Portfolio Trust. Director of Berger 100 Fund
and Berger 101 Fund.

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age
50. President, Cattanach & Associates, Ltd. (investment
consulting firm). Formerly (1981-1988), Executive Vice
President, Captiva Corporation, Denver, Colorado (private
investment management firm). Ph.D. in Finance (Arizona State
University); Chartered Financial Analyst (CFA). Trustee of
Berger Institutional Products Trust and Berger Investment
Portfolio Trust. Director of Berger 100 Fund and Berger 101
Fund.

LUCY BLACK CREIGHTON, 1917 Leyden Street, Denver, CO 80220, age
68. Associate, University College, University of Denver.
Formerly, President of the Colorado State Board of Land
Commissioners (1989-1995), and Vice President and Economist
(1983-1988) and Consulting Economist (1989) for First Interstate
Bank of Denver. Ph.D. in Economics (Harvard University).
Trustee of Berger Institutional Products Trust and Berger
Investment Portfolio Trust. Director of Berger 100 Fund and
Berger 101 Fund.

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago, IL
60602, age 50. Since 1991, Director, President and Chief
Executive Officer of Catalyst Institute (international public
policy research organization focused primarily on financial
markets and institutions) and Catalyst Consulting (international
financial institutions business consulting

____________________

/*/ Interested person (as defined in the Investment Company Act of
1940) of each Fund and of Berger Associates.

-21-<PAGE>
firm). Formerly (1988-1991), Director, President and
ChiefExecutive Officer of Kessler Asher Group (brokerage,
clearing and trading firm). Trustee of Berger Institutional
Products Trust and Berger Investment Portfolio Trust. Director
of Berger 100 Fund and Berger 101 Fund.

HARRY T. LEWIS, JR., 370 17th Street, Suite 5150, Denver, CO
80202, age 62. Self-employed as a private investor. Formerly
(1981-1988), Senior Vice President, Rocky Mountain Region, of
Dain Bosworth Incorporated and member of that firm's Management
Committee. Trustee of Berger Institutional Products Trust and
Berger Investment Portfolio Trust. Director of Berger 100 Fund
and Berger 101 Fund.

MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman,
MT 59715, age 58. Since 1994, Dean, and since 1989, a member of
the Finance faculty, of the College of Business, Montana State
University. Self-employed as a financial and management
consultant, and in real estate development. Formerly
(1976-1989), Chairman and Chief Executive Officer of Royal Gold,
Inc. (mining). Chairman of the Trustees of Berger Institutional
Products Trust and Berger Investment Portfolio Trust. Chairman
of the Board of Berger 100 Fund and Berger 101 Fund.

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135,
age 67. President, Sinclaire Cattle Co., and private investor.
Trustee of Berger Institutional Products Trust and Berger
Investment Portfolio Trust. Director of Berger 100 Fund and
Berger 101 Fund.

/*/ KEVIN R. FAY, 210 University Boulevard, Suite 900, Denver,
CO 80206, age 40. Vice President, Secretary and Treasurer of
Berger Institutional Products Trust since its inception in
October 1995, of Berger 100 Fund and Berger 101 Fund since
October 1991 and of Berger Investment Portfolio Trust since its
inception in August 1993. Also, Vice President-Finance and
Administration, Secretary and Treasurer of Berger Associates
since September 1991. Formerly, Financial Consultant (registered
representative) with Neidiger Tucker Bruner, Inc. (broker-dealer)
(October 1989 to September 1991)and Financial Consultant with
Merrill Lynch, Pierce, Fenner & Smith, Inc. (October 1985 to
October 1989).

TRUSTEE COMPENSATION

The officers of the Funds receive no compensation from the
Funds. However, trustees of the Funds who are not interested persons
of Berger Associates are compensated for their services

____________________

/*/ Interested person (as defined in the Investment Company Act of
1940) of each Fund and of Berger Associates.

-22-<PAGE>
according to a fee schedule, allocated among the Funds, which includes
an annual fee component and a per meeting fee component. Neither the
officers of the Funds nor the trustees receive any form of retirement
benefit compensation from the Funds.

Set forth below is information regarding compensation paid
or accrued during the twelve-month period ended September 30, 1995,
for each trustee of the Trust, for their service as a director or
trustee of the Berger retail funds. Since the Berger Institutional
Products Trust (currently consisting of three Funds) has only been
recently organized, the trustees did not receive any compensation from
the Trust during the twelve months ended September 30, 1995. The
Trust, unlike the Berger retail funds, has a fiscal year ending on
December 31.

<TABLE>
<CAPTION>
NAME AND POSITION WITH AGGREGATE COMPENSATION FROM
BERGER FUNDS
Berger Berger
Institutional Retail
Products Funds<F2>
Trust<F1>
<S> <C> <C>
Dennis E. Baldwin<F3> $-0- $46,617
William M.B. Berger<F3><F4> -0- -0-
Louis R. Bindner<F3> -0- 39,687
Katherine A. Cattanach<F3> -0- 45,000
Lucy Black Creighton<F3> -0- 38,132
Paul R. Knapp<F3> -0- 50,976
Gerard M. Lavin<F4><F5> -0- -0-
Harry T. Lewis<F3> -0- 43,500
Rodney L. Linafelter<F3><F4><F6> -0- -0-
Michael Owen<F3> -0- 57,544
William Sinclaire<F3> -0- 38,247

<FN>
<F1> The trustees are not expected to receive any compensation from the Trust for the period from the Trust's
inception through the end of the Trust's first fiscal year on December 31, 1995. Berger Associates will pay
organizational costs of the Trust, including trustee fees in connection with the Trust's organizational meetings.

<F2> The fees from the Berger retail funds are for their last fiscal year, which ended September 30, 1995.

<F3> Director of Berger 100 Fund and Berger 101 Fund, and trustee of Berger Investment Portfolio Trust and Berger
Institutional Products Trust.

<F4> Interested person of Berger Associates.

<F5> President and a trustee of Berger Institutional Products Trust.

-23-
<PAGE>
<F6> President of Berger 100 Fund, Berger 101 Fund, Berger Investment Portfolio Trust, Berger Institutional Products
Trust - 100 Fund and Berger Institutional Products Trust - Growth and Income Fund.
</TABLE>

As of October 17, 1995, the officers and trustees of the
Trust as a group did not own of record or beneficially any shares of
any of the Funds of the Berger Institutional Products Trust.

4. Investment Adviser
------------------

Berger Associates is the investment adviser to each Fund.
Gerard M. Lavin, President and a director of Berger Associates, is
also President and a trustee of the Trust. Rodney L. Linafelter, Vice
President and Chief Investment Officer and a director of Berger
Associates, is also a trustee of the Trust and President and portfolio
manager of the Berger IPT - 100 Fund and the Berger IPT -Growth and
Income Fund. Mr. Linafelter also serves as President, portfolio
manager and a director of both the Berger 100 Fund and the Berger 101
Fund, and President and a trustee of the Berger Investment Portfolio
Trust. William R. Keithler, Vice President-Investment Management of
Berger Associates, is President and portfolio manager of the Berger
IPT - Small Company Growth Fund. Mr. Keithler also serves as
President and portfolio manager of the Berger Small Company Growth
Fund, the retail fund that parallels the Berger IPT - Small Company
Growth Fund. Kevin R. Fay, Vice President-Finance and Administration,
Secretary and Treasurer of Berger Associates, also serves as Vice
President, Secretary and Treasurer of all the Berger Funds.

Berger Associates serves as investment adviser to other
mutual funds, pension and profit-sharing plans, and other
institutional and private investors. At times, Berger Associates may
recommend purchases and sales of the same investment securities for
the Funds, the other funds in the Berger Funds complex, or other funds
that are or may in the future be directly advised by Berger Associates
(collectively referred to as the "Berger Funds"), and for one or more
other investment accounts. In such cases, it will be the practice of
Berger Associates to allocate the purchase and sale transactions among
the Berger Funds and the accounts in such manner as it deems
equitable. In making such allocation, the main factors to be
considered are the respective investment objectives of the Berger
Funds and the accounts, the relative size of portfolio holdings of the
same or comparable securities, the current availability of cash for
investment by each of the Berger Funds and each account, the size of
investment commitments generally held by each Berger Fund and each
account, and the opinions of the persons responsible for recommending
investments to the Berger Funds and the accounts.

The officers of Berger Associates are Gerard M. Lavin,
President; Rodney L. Linafelter, Vice President and Chief Investment
Officer; William R. Keithler, Vice President-Investment Management;
Craig D. Cloyed, Vice President and Chief Marketing Officer; and
Kevin R. Fay, Vice President-Finance and

-24-<PAGE>
Administration, Secretary and Treasurer. The directors of Berger
Associates are Mr. Lavin, Mr. Linafelter and William M.B. Berger (all
of whom also serve as trustees of the Trust) and Landon H. Rowland,
114 West 11th Street, Kansas City, MO 64105.

Berger Associates permits its directors, officers and
employees to purchase and sell securities for their own accounts in
accordance with a Berger Associates policy regarding personal
investing. The policy requires all directors, officers and employees
of Berger Associates to conduct their personal securities transactions
in a manner which does not operate adversely to the interests of the
Funds or Berger Associates' other advisory clients. Officers of
Berger Associates (including those who also serve as directors or
trustees of the Berger Funds), investment personnel and other
designated persons deemed to have access to current trading
information ("access persons") are required to pre-clear all
transactions in securities not otherwise exempt under the policy.
Requests for authority to trade will be denied pre-clearance when,
among other reasons, the proposed personal transaction would be
contrary to the provisions of the policy or would be deemed to
adversely affect any transaction then known to be under consideration
for or currently being effected on behalf of any client account,
including the Funds.

In addition to the pre-clearance requirements described
above, the policy subjects directors and officers of Berger Associates
(including those who also serve as directors or trustees of the Berger
Funds), investment personnel and other access persons to various
trading restrictions and reporting obligations. All reportable
transactions are reviewed for compliance with Berger Associates'
policy. Those persons also may be required under certain
circumstances to forfeit their profits made from personal trading.
The policy is administered by Berger Associates and the provisions of
the policy are subject to interpretation by and exceptions authorized
by its board of directors.

Each Fund's current Investment Advisory Agreement with
Berger Associates came into effect on _______________, 1995, and will
continue in effect until the last day of April, 1997, and thereafter
from year to year if such continuation is specifically approved at
least annually by the trustees or by vote of a majority of the
outstanding shares of the Fund and in either case by vote of a
majority of the trustees who are not "interested persons" (as that
term is defined in the 1940 Act) of the Fund or Berger Associates.
Each Agreement is subject to termination by the Fund or Berger
Associates on 60 days' written notice, and terminates automatically in
the event of its assignment.

-25-<PAGE>
be paid as a per account fee or as a percentage of the average daily
net assets invested in the Funds by the compensated Participating
Insurance Company, depending on the nature, extent and quality of the
services provided, will be paid from Berger Associates' own resources
and not from the assets of the Funds.

5. Expenses of the Funds
---------------------

Under their Investment Advisory Agreements, the Berger IPT -
100 Fund and the Berger IPT - Growth and Income Fund have each agreed
to compensate Berger Associates for its investment advisory services
to the Fund by the payment of a fee at the annual rate of .75 of 1%
(0.75%) of the average daily net assets of the Fund. The fee is
accrued daily and payable monthly. This fee may be higher than that
paid by most other mutual funds.

Under the Investment Advisory Agreement for the Berger IPT -
Small Company Growth Fund, Berger Associates is compensated for its
investment advisory services to the Fund by the payment of a fee at
the annual rate of .9 of 1% (0.9%) of the average daily net assets of
the Berger IPT - Small Company Growth Fund. The fee is accrued daily
and payable monthly. This fee is higher than that paid by most other
mutual funds.

Each Fund pays all of its expenses not assumed by Berger
Associates, including, but not limited to, investment adviser fees,
custodian and transfer agent fees, legal and accounting expenses,
administrative and record keeping expenses, interest charges, federal
and state taxes, costs of stock certificates, expenses of
shareholders' meetings, compensation of trustees who are not
interested persons of Berger Associates, expenses of printing and
distributing reports to shareholders and federal and state
administrative agencies, and all expenses incurred in connection with
the execution of its portfolio transactions, including brokerage
commissions on purchases and sales of portfolio securities, which are
considered a cost of securities of each Fund. Each Fund also pays all
expenses incurred in complying with all federal and state laws and the
laws of any foreign country applicable to the issue, offer or sale of
shares of the Fund, including, but not limited to, all costs involved
in preparing and printing prospectuses of the Fund.

Each of the Funds has appointed Investors Fiduciary Trust
Company ("IFTC") as its recordkeeping and pricing agent. In addition,
IFTC also serves as the Funds' custodian, transfer agent

-26-<PAGE>
and dividend disbursing agent. IFTC has engaged DST as sub-agent to
provide transfer agency and dividend disbursing services for the
Funds. As noted in the previous section, approximately 48% of the
outstanding shares of DST are owned by KCSI. The addresses and
telephone numbers for DST set forth in the Prospectus and this
Statement of Additional Information should be used for correspondence
with the transfer agent.

As recordkeeping and pricing agent, IFTC calculates the
daily net asset value of each of the Funds and performs certain
accounting and recordkeeping functions required by the Funds. The
Funds pay IFTC a monthly base fee of $500 each plus an asset-based fee
at an annual rate ranging from $.10 to $.20 per $1,000 of the Fund's
assets (minimum $2,000/month for each Fund based on combined assets of
all funds in the Berger Funds complex). IFTC is also reimbursed for
certain out-of-pocket expenses.

IFTC, as custodian, and its subcustodians have custody and
provide for the safekeeping of the Funds' securities and cash, and
receive and remit the income thereon as directed by the management of
the Funds. The custodian and subcustodians do not perform any
managerial or policy-making functions for the Funds. For its services
as custodian, IFTC receives a fee, payable monthly, at an annual rate
ranging from $.10 to $.20 per $1,000 of assets, based on the assets of
all funds in the Berger Fund complex under custody, plus an additional
$.60 to $1.80 per $1,000 of Fund assets under custody for foreign
securities, plus certain transaction fees and out-of-pocket expenses.

As transfer agent and dividend disbursing agent, IFTC
(through DST, as sub-agent) maintains all shareholder accounts of
record; assists in mailing all reports, proxies and other information
to the Funds' shareholders; calculates the amount of, and delivers to
the Funds' shareholders, proceeds representing all dividends and
distributions; and performs other related services. For these
services, IFTC receives a base fee of $600 per month and an annual fee
of $14.45 per open Fund shareholder account, subject to scheduled
increases, plus certain transaction fees and fees for closed accounts,
and is reimbursed for out-of-pocket expenses, which fees in turn are
passed through to DST as sub-agent. All of IFTC's fees are subject to
reduction pursuant to an agreed formula for certain earnings credits
on the cash balances of the Funds maintained by IFTC as custodian.

-27-<PAGE>
In addition, under a separate Administrative Services
Agreement with each Fund, Berger Associates performs certain
administrative and recordkeeping services not otherwise performed by
IFTC, including the preparation of financial statements and reports to
be filed with regulatory authorities. Each Fund pays Berger
Associates a fee at the annual rate of one-hundredth of one percent
(0.01%) of its average daily net assets for such services. These fees
are in addition to the fees paid under the Investment Advisory
Agreement. The administrative services fees may be changed by the
trustees without shareholder approval.

The Funds' investment adviser has voluntarily agreed to
waive its advisory fee to the extent necessary so that total operating
expenses of each of the Berger IPT - 100 Fund and the Berger IPT -
Growth and Income Fund do not exceed 1.00%, and the total operating
expenses of the Berger IPT - Small Company Growth Fund do not exceed
1.15%, of the respective Fund's average net assets.

6. Brokerage Policy
----------------

Although each Fund retains full control over its own
investment policies, under the terms of its Investment Advisory
Agreement, Berger Associates is directed to place the portfolio
transactions of the Fund. Berger Associates is required to report on
the placement of brokerage business to the trustees of each Fund every
quarter, indicating the brokers with whom Fund portfolio business was
placed and the basis for such placement.

The Investment Advisory Agreement that each Fund has with
Berger Associates authorizes and directs Berger Associates to place
portfolio transactions for the Fund only with brokers and dealers who
render satisfactory service in the execution of orders at the most
favorable prices and at reasonable commission rates. However, each
Agreement specifically authorizes Berger Associates to place such
transactions with a broker with whom it has negotiated a commission
that is in excess of the commission another broker or dealer would
have charged for effecting that transaction if Berger Associates
determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and research services
provided by such broker or dealer viewed in terms of either that
particular transaction or the overall responsibilities of Berger
Associates.

In accordance with this provision of the Agreement, Berger
Associates places portfolio brokerage business of each Fund with
brokers who provide useful research services to Berger Associates.
Such research services typically consist of studies made by investment
analysts or economists relating either to the past record of and
future outlook for companies and the industries in which they operate,
or to national and worldwide economic conditions, monetary conditions
and trends in investors' sentiment, and the relationship of these
factors to the securities market. In addition, such analysts may be
available for regular consultation

-28-<PAGE>
so that Berger Associates may be apprised of current developments in
the above-mentioned factors.

The research services received from brokers are often
helpful to Berger Associates in performing its investment advisory
responsibilities to the Funds, but they are not essential, and the
availability of such services from brokers does not reduce the respon-
sibility of Berger Associates' advisory personnel to analyze and
evaluate the securities in which the Funds invest. The research
services obtained as a result of the Funds' brokerage business also
will be useful to Berger Associates in making investment decisions for
its other advisory accounts, and, conversely, information obtained by
reason of placement of brokerage business of such other accounts may
be used by Berger Associates in rendering investment advice to the
Funds. Although such research services may be deemed to be of value
to Berger Associates, they are not expected to decrease the expenses
that Berger Associates would otherwise incur in performing its
investment advisory services for the Funds nor will the advisory fees
that are received by Berger Associates from the Funds be reduced as a
result of the availability of such research services from brokers.

The trustees of each of the Funds have authorized Berger
Associates to place portfolio transactions on an agency basis through
DST Securities, Inc. ("DSTS"), a wholly-owned broker-dealer subsidiary
of DST and an affiliate of Berger Associates. When transactions for a
Fund are effected through DSTS, the portion of the commissions
received by DSTS are credited against, and thereby reduce, certain
operating expenses that the Fund would otherwise be obligated to pay.
No portion of the commissions is retained by DSTS.

The trustees of each Fund have authorized Berger Associates
to consider sales by a broker-dealer of variable contracts that permit
allocation of contract values to one or more of the Funds as a factor
in the selection of broker-dealers to execute portfolio transactions
for the Funds. In placing portfolio business with such broker-
dealers, Berger Associates will seek the best execution of each
transaction, and all such brokerage placement must be consistent with
the Rules of Fair Practice of the NASD.

Although investment decisions for each of the Funds are
made independently from those for other investment advisory clients of
Berger Associates, the same investment decision may be made for both a
Fund and one or more other advisory clients, including other mutual
funds advised by Berger Associates. If any of the Funds and other
clients of Berger Associates should purchase or sell the same class of
securities on the same day, the orders for such transactions may be
combined in order to seek the best combination of net price and
execution for each. In such event, the amount and net price of the
transactions would be allocated in a manner considered equitable to
the Fund and each such other client.

-29-<PAGE>
7. How To Purchase and Redeem Shares In the Funds
----------------------------------------------

Fund shares are purchased or redeemed at the net asset
value per share next computed after receipt of a purchase or
redemption order by a Fund, its agent or its delegatee. Payment for
redeemed shares generally will be made within three business days
following the date of the request for redemption. However, payment
may be postponed under unusual circumstances, such as when normal
trading is not taking place on the New York Stock Exchange, an
emergency as defined by the Securities and Exchange Commission exists,
or as permitted by the Securities and Exchange Commission.

8. Suspension of Redemption Rights
-------------------------------

The right of redemption may be suspended for any period
during which the New York Stock Exchange is closed or the Securities
and Exchange Commission determines that trading on the Exchange is
restricted, or when there is an emergency as determined by the
Securities and Exchange Commission as a result of which it is not
reasonably practicable for a Fund to dispose of securities owned by it
or to determine the value of its net assets, or for such other period
as the Securities and Exchange Commission may by order permit for the
protection of shareholders of a Fund.

Each Fund intends to redeem its shares only for cash,
although it retains the right to redeem its shares in kind under
unusual circumstances, in order to protect the interests of the
remaining shareholders, by the delivery of securities selected from
its assets at its discretion. Each Fund has, however, elected to be
governed by Rule 18f-1 under the Investment Company Act of 1940
pursuant to which the Fund is obligated to redeem shares solely in
cash up to the lesser of $250,000 or 1% of the net assets of the Fund
during any 90-day period for any one shareholder. Should redemptions
by any shareholder during any 90-day period exceed such limitation,
the Fund may have the option under the terms of a participation
agreement with the associated Participating Insurance Company or
qualified plan of redeeming the excess in cash or in

-30-<PAGE>
kind. If shares are redeemed in kind, the redeeming shareholder might
incur brokerage costs in converting the assets to cash. The method of
valuing securities used to make redemption in kind will be the same as
the method of valuing portfolio securities described below.

9. How The Net Asset Value Is Determined
-------------------------------------

The net asset value of each Fund is determined once daily,
at the close of the regular trading session of the New York Stock
Exchange ("NYSE") (normally 4:00 p.m., New York time, Monday through
Friday) each day that the NYSE is open. The NYSE is closed and the
net asset value of the Funds is not determined on weekends and on New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day each year. The per
share net asset value of each Fund is determined by dividing the total
value of its securities and other assets, less liabilities, by the
total number of shares outstanding.

In determining net asset value, securities listed or traded
primarily on national exchanges, The Nasdaq Stock Market and foreign
exchanges are valued at the last sale price on such markets, or, if
such a price is lacking for the trading period immediately preceding
the time of determination, such securities are valued at the mean of
their current bid and asked prices. Securities that are traded in the
over-the-counter market are valued at the mean between their current
bid and asked prices. Foreign securities and currencies are converted
to U.S. dollars using the exchange rate in effect shortly before the
close of the NYSE. The market value of individual securities held by
each Fund will be determined by using prices provided by pricing
services which provide market prices to other mutual funds or, as
needed, by obtaining market quotations from independent
broker/dealers. Short-term money market securities maturing within 60
days are valued on the amortized cost basis, which approximates market
value. Securities and assets for which quotations are not readily
available are valued at fair values determined in good faith pursuant
to consistently applied procedures established by the trustees.

10. Income Dividends, Capital Gains
Distributions and Tax Treatment
-------------------------------

-31-<PAGE>
these and other requirements, the Participating Insurance Companies,
rather than the owners of the variable insurance contracts, should be
subject to tax on distributions received with respect to Fund shares.
The tax treatment of distributions made to a Participating Insurance
Company will depend on the Participating Insurance Company's tax
status. Participating Insurance Companies should consult their own
tax advisers concerning whether such distributions are subject to
federal income tax if retained as part of contract reserves. For
further information concerning federal income tax consequences for the
owners of variable insurance contracts and qualified plan
participants, consult the appropriate Separate Account Prospectus or
plan documents.

All dividends or capital gains distributions paid by a Fund
will be automatically reinvested in shares of that Fund at the net
asset value on the ex-dividend date (which is also the date the
dividend is payable), unless an election is made on behalf of a
separate account or qualified plan to receive distributions in cash.

11. Performance Information
-----------------------

The Prospectus contains a brief description of how total
return is calculated.

Quotations of average annual total return for the Funds
will be expressed in terms of the average annual compounded rate of
return of a hypothetical investment in the Fund over periods of 1, 5
and 10 years (or the life of the Fund, if shorter). These are the
rates of return that would equate the initial amount invested to the
ending redeemable value. These rates of return are calculated
pursuant to the following formula: P(1 + T)n = ERV (where P = a
hypothetical initial payment of $1,000, T = the average annual total
return, n = the number of years and ERV = the ending redeemable value
of a hypothetical $1,000 payment made at the beginning of the period).
All total return figures reflect the deduction of a proportional share
of Fund expenses on an annual basis, and assume that all dividends and
distributions are reinvested when paid.

In conjunction with performance reports, comparative data
between a Fund's performance for a given period and other types of
investment vehicles may be provided. A Fund's performance is based
upon amounts available for investment under variable insurance
contracts of Participating Insurance Companies or available for
allocation to a qualified plan account, rather than upon premiums

-32-<PAGE>
paid or contributions by contract owners or plan participants.
Consequently the Fund's total return data does not reflect the impact
of sales loads (whether front-load or deferred) or other contract or
plan charges deducted from premiums or from the assets of the separate
accounts or qualified plans that invest in the Fund. Such sales loads
and charges may be substantial and may vary widely among Participating
Insurance Companies and qualified plans. Accordingly, the total
return data for the Funds is most useful for comparison with
comparable data for other investment options under the same variable
insurance contract or qualified plan.

Comparisons of the Funds' total returns to those of other
investment vehicles are useful in evaluating the historical portfolio
management performance of the Funds' investment adviser. However,
such comparisons should not be mistaken for comparisons of the returns
from the purchase of a variable insurance contract of a Participating
Insurance Company, or investment in a qualified plan, to the purchase
of another investment vehicle. The Funds' total return data should be
reviewed along with comparable total return data for an associated
separate account or in conjunction with data (such as the data
contained in personalized, hypothetical illustrations of variable life
insurance contracts) that would permit evaluation of the magnitude of
charges and expenses attributable to the contract or plan that are not
reflected in the Fund's total return data.

12. Additional Information
----------------------

The Berger IPT - 100 Fund, the Berger IPT - Growth and
Income Fund and the Berger IPT - Small Company Growth Fund are
separate portfolios or series established under the Berger
Institutional Products Trust, a Delaware business trust organized
under the Delaware Business Trust Act on October 17, 1995. Under
Delaware law, shareholders of the Trust will enjoy the same
limitations on personal liability as extended to stockholders of a
Delaware corporation. Further, the Trust Instrument of the Trust
provides that no shareholder shall be personally liable for the debts,
liabilities, obligations and expenses incurred by, contracted for or
otherwise existing with respect to, the Trust or any particular series
(fund) of the Trust. However, the principles of law governing the
limitations of liability of beneficiaries of a business trust have not
been authoritatively established as to business trusts organized under
the laws of one jurisdiction but operating or owning property in other
jurisdictions. In states that have adopted legislation containing
provisions comparable to the Delaware Business Trust Act, it is
believed that the limitation of liability of beneficial owners
provided by Delaware law should be respected. In those jurisdictions
that have not adopted similar legislative provisions, it is possible
that a court might hold that the shareholders of the Trust are not
entitled to the limitations of liability set forth in Delaware law or
the Trust Instrument and, accordingly, that they may be personally
liable for the obligations of the Trust.

-33-<PAGE>
In order to protect shareholders from such potential
liability, the Trust Instrument requires that every written obligation
of the Trust or any series thereof contain a statement to the effect
that such obligation may only be enforced against the assets of the
Trust or such series. The Trust Instrument also provides for
indemnification from the assets of the relevant series for all losses
and expenses incurred by any shareholder by reason of being or having
been a shareholder, and that the Trust shall, upon request, assume the
defense of any such claim made against such shareholder for any act or
obligation of the relevant series and satisfy any judgment thereon
from the assets of that series.

As a result, the risk of a shareholder of any Fund
incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to
meet its obligations. The Trust believes that, in view of the above,
the risk of personal liability to shareholders of any of the Funds is
remote. The trustees intend to conduct the operations of the Trust
and the Funds so as to avoid, to the extent possible, liability of
shareholders for liabilities of the Trust or the Funds.

Shares of the Funds have no preemptive rights, and since
each Fund has only one class of securities there are no sinking funds
or arrearage provisions which may affect the rights of the Fund
shares. Fund shares have no conversion or subscription rights.
Shares of the Funds may be transferred by endorsement, or other
customary methods, but none of the Funds is bound to recognize any
transfer until it is recorded on its books.

The separate accounts of the Participating Insurance
Companies and the trustees of the qualified plans invested in the
Funds, rather than individual contract owners or plan participants,
are the shareholders of the Funds. However, each Participating
Insurance Company or qualified plan will vote such shares as required
by law and interpretations thereof, as amended or changed from time to
time. Under current law, a Participating Insurance Company is
required to request voting instructions from its contract owners and
must vote Fund shares held by each of its separate accounts in
proportion to the voting instructions received. Additional
information about voting procedures is contained in the applicable
Separate Account Prospectuses.

Shareholders of each Fund generally vote separately on
matters relating to that Fund, although they will vote together with
the holders of all other series of the Trust in the election of
trustees of the Trust and on all matters relating to the Trust as a
whole. Each full share of each Fund has one vote. Shares of each
Fund have noncumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of trustees can
elect 100% of the trustees if they choose to do so and, in such event,
the holders of the remaining shares voting for the election of
trustees will not be able to elect any trustees. None of the Funds is
required to hold annual shareholder meetings

-34-<PAGE>
unless required by the Investment Company Act of 1940 or other
applicable law or unless called by the trustees.

As of ____________, 1995, all of the outstanding shares of
each Fund were held by __________________, a ________ corporation,
[address], which provided the seed capital necessary to establish the
Funds.

Davis, Graham & Stubbs, L.L.C., 370 Seventeenth Street,
Denver, Colorado, has passed on legal matters relating to this
offering as counsel for the Trust.

Price Waterhouse L.L.P., Denver, Colorado, has been
appointed to act as independent certified public accountants for the
Trust and each of its Funds.

The Trust has filed with the Securities and Exchange
Commission, Washington, D.C., a Registration Statement under the
Securities Act of 1933, as amended, with respect to the securities of
the Berger IPT - 100 Fund, the Berger IPT - Growth and Income Fund and
the Berger IPT - Small Company Growth Fund, of which this Statement of
Additional Information is a part. If further information is desired
with respect to any of the Funds or such securities, reference is made
to the Registration Statements and the exhibits filed as a part
thereof.

Financial Statements
- - --------------------

[to be added in pre-effective amendment]

-35-<PAGE>
APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

The Funds may purchase securities which are convertible
into common stock when the Funds' management believes they offer the
potential for a higher total return than nonconvertible securities.
While fixed income securities generally have a priority claim on a
corporation's assets over that of common stock, some of the
convertible securities which the Funds may hold are high-yield/high-
risk securities that are subject to special risks, including the risk
of default in interest or principal payments which could result in a
loss of income to a Fund or a decline in the market value of the
securities. Convertible securities often display a degree of market
price volatility that is comparable to common stocks.

Specifically, corporate debt securities which are below
investment grade (securities rated Ba or lower by Moody's or BB or
lower by Standard & Poor's) and unrated securities which a Fund may
purchase and hold are subject to a higher risk of non-payment of
principal or interest, or both, than higher grade debt securities.
Generally speaking, the lower the quality of a debt security (which
may be reflected in its Moody's and/or Standard & Poor's ratings), the
higher the yield it will provide, but the greater the risk that
interest or principal payments will not be made when due. Thus, the
lower the grade of a security, the more speculative characteristics it
generally has. Information about the ratings of Moody's and Standard
& Poor's, and the investment risks associated with the various
ratings, is set forth below.

The market prices of these lower grade convertible
securities are generally less sensitive to interest rate changes than
higher-rated investments, but more sensitive to economic changes or
individual corporate developments. Periods of economic uncertainty
and change can be expected to result in volatility of prices of these
securities. Lower rated securities also may have less liquid markets
than higher rated securities, and their liquidity as well as their
value may be adversely affected by poor economic conditions. Adverse
publicity and investor perceptions as well as new or proposed laws may
also have a negative impact on the market for high-yield/high-risk
bonds.

CORPORATE BOND RATINGS

The ratings of fixed-income securities by Moody's and
Standard & Poor's are a generally accepted measurement of credit risk.
However, they are subject to certain limitations. Ratings are
generally based upon historical events and do not necessarily reflect
the future. In addition, there is a period of time between the
issuance of a rating and the update of the rating, during which time a
published rating may be inaccurate.

-36-<PAGE>
KEY TO MOODY'S CORPORATE RATINGS

Aaa-Bonds which are rated Aaa are judged to be of the best
quality. They carry the smallest degree of investment risk and are
generally referred to as "gilt edge." Interest payments are protected
by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change,
such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

Aa-Bonds which are rated Aa are judged to be of high
quality by all standards. Together with the Aaa group they comprise
what are generally known as high grade bonds. They are rated lower
than the best bonds because margins of protection may not be as large
as in Aaa securities or fluctuation of protective elements may be of
greater amplitude or there may be other elements present which make
the long-term risks appear somewhat larger than in Aaa securities.

A-Bonds which are rated A possess many favorable investment
attributes and are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are considered
adequate but elements may be present which suggest a susceptibility to
impairment sometime in the future.

Baa-Bonds which are rated Baa are considered as medium
grade obligations, i.e., they are neither highly protected nor poorly
secured. Interest payments and principal security appear adequate for
the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such
bonds lack outstanding investment characteristics and in fact have
speculative characteristics as well.

Ba-Bonds which are rated Ba are judged to have speculative
elements; their future cannot be considered as well assured. Often
the protection of interest and principal payments may be very moderate
and thereby not well safeguarded during good and bad times over the
future. Uncertainty of position characterizes bonds of this class.

B-Bonds which are rated B generally lack characteristics of
the desirable investment. Assurance of interest and principal
payments or of maintenance of other terms of the contract over any
long period of time may be small.

Caa-Bonds which are rated Caa are of poor standing. Such
issues may be in default or there may be present elements of danger
with respect to principal or interest.

Ca-Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or
have other marked shortcomings.

-37-<PAGE>
C-Bonds which are rated C are the lowest rated class of
bonds and issues so rated can be regarded as having extremely poor
prospects of ever attaining any real investment standing.

Note: Moody's applies numerical modifiers, 1, 2 and 3 in
each generic rating classification from Aa through B in its corporate
bond rating system. The modifier 1 indicates that the security ranks
in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the
issue ranks in the lower end of its generic category.

KEY TO STANDARD & POOR'S CORPORATE RATINGS

AAA-Debt rated AAA has the highest rating assigned by
Standard & Poor's. Capacity to pay interest and repay principal is
extremely strong.

AA-Debt rated AA has a very strong capacity to pay interest
and repay principal and differs from the higher rated issues only in
small degree.

A-Debt rated A has a strong capacity to pay interest and
repay principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions
than debt in higher rated categories.

BBB-Debt rated BBB is regarded as having an adequate
capacity to pay interest and repay principal. Whereas it normally
exhibits adequate protection parameters, adverse economic conditions,
or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this category
than in higher rated categories.

BB, B, CCC, CC and C-Debt rated BB, B, CCC, CC and C is
regarded, on balance, as predominantly speculative with respect to
capacity to pay interest and repay principal in accordance with the
terms of the obligation. BB indicates the lowest degree of
speculation and C the highest degree of speculation. While such debt
will likely have some quality and protective characteristics, these
are out-weighed by the large uncertainties or major risk exposures to
adverse conditions.

C1-The rating C1 is reserved for income bonds on which no
interest is being paid.

D-Debt rated D is in default, and payment of interest
and/or repayment of principal is in arrears.

PLUS (+) OR MINUS (-)-The ratings from "AA" to "CCC" may be
modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.

-38-<PAGE>
PART C. OTHER INFORMATION
-----------------

Item 24. Financial Statements and Exhibits:
---------------------------------
(a) Financial Statements.
--------------------
In Part A of the Registration Statement (Prospectus):

None.

To be included in Part B of the Registration Statement
(Statement of Additional Information) in a Pre-Effective
Amendment to this Registration Statement:

1. Independent Auditor's Report

2. Statement of Assets and Liabilities as of
____________, 1995

3. Notes to Financial Statement, ____________, 1995

In Part C of the Registration Statement:

None.

(b) Exhibits.
--------
* Exhibit 1. Trust Instrument
* Exhibit 2. Bylaws
Exhibit 3. Not Applicable
Exhibit 4. Not Applicable
* Exhibit 5. Form of Investment Advisory Agreement
Exhibit 6. Not Applicable
Exhibit 7. Not Applicable
* Exhibit 8. Form of Custody Agreement
* Exhibit 9.1 Form of Administrative Services Agreement
* Exhibit 9.2 Form of Recordkeeping and Pricing Agent
Agreement
* Exhibit 9.3 Form of Agency Agreement
* Exhibit 9.4 Form of Participation Agreement
* Exhibit 10. Opinion and consent of Davis, Graham &
Stubbs, L.L.C.
* Exhibit 11. Consent of Price Waterhouse L.L.P.
Exhibit 12. Not Applicable
* Exhibit 13. Investment Letter from Initial
Stockholder
Exhibit 14. Not Applicable
Exhibit 15. Not Applicable
* Exhibit 16. Schedule for Computation of Performance
Data
___________________

* To be filed by amendment.

C-1<PAGE>
Item 25. Persons Controlled by or Under Common Control With
--------------------------------------------------
Registrant
----------
On the date that this Registration Statement is declared
effective, _______________________, a ____________ corporation,
will own all of the outstanding shares of the Registrant, having
provided all the initial seed capital to establish the Registrant.
Consequently, _________________ will be a control person of the
Registrant. _________________ will continue to be a control
person of the Registrant so long as it holds more than 25% of the
Registrant's outstanding shares, as the term "control" is defined
in the Investment Company Act of 1940. So long as the Registrant
is controlled by ________________, it will be under common control
with the other companies controlled by _____________ corporate
parent, ___________________________. See "Management and
Investment Advice" in the Prospectus and "Investment Adviser" in
the Statement of Additional Information for more information on
the companies currently controlled by _________________.

Item 26. Number of Holders of Securities
-------------------------------
The number of record holders of shares of beneficial
interest in the series of Registrant's shares outstanding as of
______________, 1995, was as follows:

SERIES OR FUND NUMBER OF HOLDERS
OF SHARES

Berger IPT - 100 Fund ___
Berger IPT - Growth and Income Fund 0
Berger IPT - Small Company Growth Fund 0

Item 27. Indemnification
---------------
Article IX, Section 2 of the Trust Instrument for Berger
Institutional Products Trust (the "Trust"), provides for
indemnification of certain persons acting on behalf of the Trust
to the fullest extent permitted by the law. In general, trustees,
officers, employees, managers and agents will be indemnified
against liability and against all expenses incurred by them in
connection with any claim, action, suit or proceeding (or
settlement thereof) in which they become involved by virtue of
their Trust office, unless their conduct is determined to
constitute willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties, or unless it has been
determined that they have not acted in good faith in the
reasonable belief that their actions were in or not opposed to the
best interests of the Trust. The Trust also may advance money for
these expenses, provided that the trustees, officers, employees,
managers or agents undertake to repay the Trust if their conduct
is later determined to preclude indemnification. The Trust has
the power to

C-2<PAGE>
purchase insurance on behalf of its trustees, officers, employees,
managers and agents, whether or not it would be permitted or
required to indemnify them for any such liability under the Trust
Instrument or applicable law, and the Trust has purchased and
maintains an insurance policy covering such persons against
certain liabilities incurred in their official capacities.

Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------
The business of Berger Associates, Inc., the investment
adviser of the Registrant, is described in the Prospectus in
Section 5 and in the Statement of Additional Information in
Section 3 which are included in this Registration Statement.

William M.B. Berger, Rodney L. Linafelter, William R.
Keithler and Kevin R. Fay have no business, profession, vocation
or employment of a substantial nature other than their positions
with the investment adviser, and have had no prior business,
profession, vocation or employment of a substantial nature within
the preceding two years other than as shown in Section 3 of the
Statement of Additional Information.

Gerard M. Lavin, President and a director of Berger
Associates and President and a trustee of the Trust, also serves
as a Vice President of DST Systems, Inc., 1055 Broadway, 9th
Floor, Kansas City, MO 64105 (provider of information and
transaction processing and recordkeeping services for various
mutual funds), and as a director of First of Michigan Capital
Corp. (holding company) and First of Michigan Corp. (broker-
dealer), 100 Renaissance Center, Detroit, MI 48243. From February
1992 to March 1995, Mr. Lavin served as President and CEO of
Investors Fiduciary Trust Company.

Craig D. Cloyed, Vice President and Chief Marketing
Officer of Berger Associates, was formerly (September 1989 to
August 1995) Senior Vice President of INVESCO Funds Group (mutual
funds).

Landon H. Rowland, a director of Berger Associates, also
serves as President, Chief Executive Officer and a director of
Kansas City Southern Industries, Inc., 114 W. 11th Street, Kansas
City, MO 64105 (a publicly traded holding company whose primary
subsidiaries are engaged in transportation and financial asset
management, and which owns approximately 48% of the outstanding
shares of DST Systems, Inc., a publicly traded information and
transaction processing company). Mr. Rowland also serves as
Chairman of the Board and a director of The Kansas City Southern
Railway Company, and until September 1995, served as Chairman of
the Board and a director of DST Systems, Inc.

Item 29. Principal Underwriters
----------------------
Not applicable.

C-3<PAGE>
Item 30. Location of Accounts and Records
--------------------------------
The accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the rules
promulgated thereunder are maintained as follows:

(a) Shareholder records are maintained by the
Registrant's sub-transfer agent, DST Systems,
Inc., P.O. Box 419958, Kansas City, MO 64141;

(b) Accounting records relating to cash and other
money balances; asset, liability, reserve,
capital, income and expense accounts; portfolio
securities; purchases and sales; and brokerage
commissions are maintained by the Registrant's
Recordkeeping and Pricing Agent, Investors
Fiduciary Trust Company ("IFTC"), 127 West 10th
Street, Kansas City, Missouri 64105. Other
records of the Registrant relating to purchases
and sales; the Trust Instrument, minute books and
other trust records; brokerage orders; performance
information and other records are maintained at
the offices of the Registrant at 210 University
Boulevard, Suite 900, Denver, Colorado 80206.

Item 31. Management Services
-------------------
The Registrant has no management-related service
contract which is not discussed in Parts A and B of this form.
See Section 6 of the Prospectus and Section 5 of the Statement of
Additional Information for a discussion of the Recordkeeping and
Pricing Agent Agreement entered into between the Registrant and
IFTC and the Administrative Services Agreement entered into
between the Registrant and Berger Associates, Inc., investment
adviser to the Registrant.

Item 32. Undertakings
------------
(1) Registrant undertakes to comply with the following
policy with respect to calling meetings of shareholders for the
purpose of voting upon the removal of any trustee of the
Registrant and facilitating shareholder communications related to
such meetings:

1. The trustees will promptly call a meeting of
shareholders for the purpose of voting upon the removal of any
trustee of the Registrant when requested in writing to do so by
the record holders of at least 10% of the outstanding shares of
the Registrant.

2. Whenever ten or more shareholders of record who
have been shareholders of the Registrant for at least six months,
and who hold in the aggregate either shares having a net asset
value of at least $25,000 or at least 1% of the outstanding shares

C-4<PAGE>
of the Registrant, whichever is less, apply to the trustees in
writing stating that they wish to communicate with other
shareholders with a view to obtaining signatures to request such a
meeting, and deliver to the trustees a form of communication and
request which they wish to transmit, the trustees within 5
business days after receipt of such application either will (i)
give such applicants access to a list of the names and addresses
of all shareholders of record of the Registrant, or (ii) inform
such applicants of the approximate number of shareholders of
record and the approximate cost of mailing the proposed
communication and form of request.

3. If the trustees elect to follow the course
specified in clause (ii), above, the trustees, upon the written
request of such applicants accompanied by tender of the material
to be mailed and the reasonable expenses of the mailing, will,
with reasonable promptness, mail such material to all shareholders
of record, unless within 5 business days after such tender the
trustees shall mail to such applicants and file with the
Securities and Exchange Commission (the "Commission"), together
with a copy of the material requested to be mailed, a written
statement signed by at least a majority of the trustees to the
effect that in their opinion either such material contains untrue
statements of fact or omits to state facts necessary to make the
statements contained therein not misleading, or would be in
violation of applicable law, and specifying the basis of such
opinion.

4. If the Commission enters an order either refusing
to sustain any of the trustees' objections or declaring that any
objections previously sustained by the Commission have been
resolved by the applicants, the trustees will cause the Registrant
to mail copies of such material to all shareholders of record with
reasonable promptness after the entry of such order and the
renewal of such tender.

(2) Registrant undertakes to file a Post-Effective
Amendment to this Registration Statement (using financial
statements which need not be certified) within four to six months
after the later of the effective date of this Registration
Statement or commencement of its operations.

(3) The Registrant undertakes to furnish each person
to whom a prospectus is delivered with a copy of Registrant's
latest annual report to shareholders, upon request and without
charge.

(4) Insofar as indemnification for liability arising
under the Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of the Registrant pursuant to the
provisions set forth above, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liability
(other than the payment by the Registrant of expense incurred or

C-5<PAGE>
paid by a trustee, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant
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 whether such indemnification by it is
against public policy as expressed in the Act and will be governed
by the final adjudication of such issue.

C-6<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of
1933 and the Investment Company Act of 1940, the Registrant has
duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Denver, and State of Colorado, on the 18th day of October, 1995.

BERGER INSTITUTIONAL PRODUCTS TRUST
-----------------------------------
(Registrant)

By GERARD M. LAVIN
---------------------------------
Name: Gerard M. Lavin
----------------------------
Title: President
---------------------------

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gerard M. Lavin,
Kevin R. Fay and Lester R. Woodward, and each of them, his or her
true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, and in his or her name, place
and stead, in any and all capacities to sign any and all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-
in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.

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 dates indicated.

Signature Title Date
--------- ----- ----

Gerard M. Lavin
- - -------------------------- President (Principal October 18, 1995
Gerard M. Lavin Executive Officer)
and Trustee

Rodney L. Linafelter
- - -------------------------- President of October 18, 1995
Rodney L. Linafelter Berger IPT - 100 Fund and
Berger IPT - Growth and
Income Fund and Trustee

C-7<PAGE>
Kevin R. Fay
- - -------------------------- Vice President, October 18, 1995
Kevin R. Fay Secretary and
Treasurer (Principal
Financial and
Accounting Officer)

Dennis E. Baldwin
- - -------------------------- Trustee October 18, 1995
Dennis E. Baldwin

William M.B. Berger
- - -------------------------- Trustee October 18, 1995
William M.B. Berger

Louis R. Bindner
- - -------------------------- Trustee October 18, 1995
Louis R. Bindner

Katherine A. Cattanach
- - -------------------------- Trustee October 18, 1995
Katherine A. Cattanach

Lucy Black Creighton
- - -------------------------- Trustee October 18, 1995
Lucy Black Creighton

Paul R. Knapp
- - -------------------------- Trustee October 18, 1995
Paul R. Knapp

Harry T. Lewis, Jr.
- - -------------------------- Trustee October 18, 1995
Harry T. Lewis, Jr.

Michael Owen
- - -------------------------- Trustee October 18, 1995
Michael Owen

William Sinclaire
- - -------------------------- Trustee October 18, 1995
William Sinclaire

C-8<PAGE>
EXHIBIT INDEX
Page No.
--------

* Exhibit 1. Trust Instrument
* Exhibit 2. Bylaws
Exhibit 3. Not Applicable
Exhibit 4. Not Applicable
* Exhibit 5. Form of Investment Advisory Agreement
Exhibit 6. Not Applicable
Exhibit 7. Not Applicable
* Exhibit 8. Form of Custody Agreement
* Exhibit 9.1 Form of Administrative Services Agreement
* Exhibit 9.2 Form of Recordkeeping and Pricing Agent
Agreement
* Exhibit 9.3 Form of Agency Agreement
* Exhibit 9.4 Form of Participation Agreement
* Exhibit 10. Opinion and consent of Davis, Graham &
Stubbs, L.L.C.
* Exhibit 11. Consent of Price Waterhouse L.L.P.
Exhibit 12. Not Applicable
* Exhibit 13. Investment Letter from Initial Stockholder
Exhibit 14. Not Applicable
Exhibit 15. Not Applicable
* Exhibit 16. Schedule for Computation of Performance
Data
___________________

* To be filed by amendment.