BERGER INSTITUTIONAL PRODUCTS TRUST, 497, 1996-12-06

BERGER INSTITUTIONAL PRODUCTS TRUST
497, 1996-12-06

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<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. 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 by investing primarily in common
stocks of established companies which the Fund's advisor 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 advisor believes offer favorable growth prospects and are
expected to 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 investing primarily 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 concisely sets forth 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, dated December 6, 1996, 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 1-800-706-0539 or by writing or calling a
Participating Insurance Company.

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.

DATED DECEMBER 6, 1996<PAGE>
Table of Contents

Section Page
- ------- ----

1. Fee Tables . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Condensed Financial Information. . . . . . . . . . . . . . . . 2

3. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. Investment Objectives and Policies and Risk Factors. . . . . . 4

5. Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . 10

6. Management and Investment Advice . . . . . . . . . . . . . . . 11

7. Expenses of the Funds. . . . . . . . . . . . . . . . . . . . . 13

8. How to Purchase and Redeem Shares in the Funds . . . . . . . . 13

9. How the Net Asset Value Is Determined. . . . . . . . . . . . . 14

10. Income Dividends, Capital Gains Distributions and Tax
Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . 14

11. Additional Information. . . . . . . . . . . . . . . . . . . . 15

12. Performance . . . . . . . . . . . . . . . . . . . . . . . . . 16

13. Shareholder Inquiries . . . . . . . . . . . . . . . . . . . . 17

-i-<PAGE>
1. FEE TABLES

SHAREHOLDER TRANSACTION EXPENSES (APPLICABLE TO ALL THREE FUNDS)
<S> <C>
Maximum Sales Load Imposed on Purchases 0%
Maximum Sales Load Imposed on Reinvested Dividends0%
Deferred Sales Load 0%
Redemption Fees 0%
Exchange Fee 0%
</TABLE>

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

Total Fund
Management Other Operating
Fee Expenses<F1> Expenses<F1>
<S> <C> <C> <C>
Berger IPT - 100 Fund .75% .22% .97%
Berger IPT - Growth and Income Fund.75% .22% .97%
Berger IPT - Small Company Growth Fund.90%.22% 1.12%

</TABLE>

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:

<TABLE>

1 Year<F1> 3 Years<F1>
<S> <C> <C>
Berger IPT - 100 Fund $10 $31
Berger IPT - Growth and Income Fund$10 $31
Berger IPT - Small Company Growth Fund$11 $35
<FN>
<F1> Based on estimated expenses for the Funds' first year of operations.
</TABLE>

THE EXPENSES SET FORTH IN THE PRECEDING TABLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN.

-1-<PAGE>
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 LESS 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 advisor has agreed to waive its advisory fee to
the extent that normal operating expenses in any fiscal year,
including the management fee but excluding brokerage commissions,
interest, taxes and extraordinary expenses, of each of the Berger IPT
- - 100 Fund and the Berger IPT - Growth and Income Fund exceed 1.00%,
and the normal operating expenses in any fiscal year of the Berger IPT
- - Small Company Growth Fund exceed 1.15%, of the respective Fund's
average daily net assets. The Funds' expenses are described in
greater detail under "Management and Investment Advice" and "Expenses
of the Funds."

2. CONDENSED FINANCIAL INFORMATION

On the following page is a table setting forth certain
financial highlights of the Funds for the period May 1, 1996 (date
operations commenced) to September 30, 1996. The information
contained in the table is unaudited. Additional performance
information is contained in the Funds' most recent Semi-Annual Report
dated June 30, 1996, which may be obtained upon request and without
charge by calling the Funds at 1-800-706-0539 or by calling a
Participating Insurance Company.

-2-<PAGE>
<TABLE>
<CAPTION>

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

FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
MAY 1, 1996 (DATE OPERATIONS COMMENCED) TO SEPTEMBER 30, 1996 (UNAUDITED)

Berger IPT - Berger IPT - Berger IPT -
100 Fund Growth and Small
Income Company
Fund Growth
Fund
<S> <C> <C> <C>
Net Asset Value, Beginning of Period . . . . . . . . . $10.00 $10.00 $10.00
----- ----- -----

Income From Investment Operations:
Net Investment Income or (Loss). . . . . . . . . . . . .04 .08 .04
Net Realized and Unrealized Gains
or (Losses) on Securities . . . . . . . . . . . . . . .04 .32 .68
----- ----- -----

Total From Investment Operations . . . . . . . . . . . .08 .40 .72
----- ----- -----
Less Distributions:
Dividends (from net investment income) . . . . . . . . .00 .00 .00
Distributions (from capital gains) . . . . . . . . . . .00 .00 .00
----- ----- -----

Total Distributions. . . . . . . . . . . . . . . . . . .00 .00 .00
----- ----- -----

Net Asset Value, End of Period . . . . . . . . . . . . $10.08 $10.40 $10.72
===== ===== =====

Total Return . . . . . . . . . . . . . . . . . . . . . 0.80% 4.00% 7.20%
===== ===== =====

Ratios/Supplemental Data:

Net Assets, End of Period. . . . . . . . . . . . . . . $286,517 $267,237 $274,969

Ratio of Expenses to Average Net Assets<F1><F2>. . . . 1.96% 2.04% 2.69%

Ratio of Net Income or (Loss) to Average
Net Assets<F1> . . . . . . . . . .. . . . . . . . . . .93% 1.86% .87%

Portfolio Turnover Rate. . . . . . . . . . . . . . . . 14% 30% 41%

Average Commission Rate. . . . . . . . . . . . . . . . $0.600 $.0600 $.0534

- ------------------------
<FN>
<F1> Annualized
<F2> Ratio reflects total expenses, including fees offset by earnings credits and investment advisory fee
waivers, but does not include the deduction of any charges or expenses attributable to any particular
variable insurance contract.
</TABLE>

-3-<PAGE>
3. 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 advisor,
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.

4. 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.

Although the Funds are newly-organized, they have the same
investment objectives and follow substantially the same investment
strategies and policies as those of certain publicly-offered
investment companies managed by Berger Associates (the "Berger retail
funds"). The Berger IPT - 100 Fund corresponds to the Berger 100
Fund[R]. The Berger IPT - Growth and Income Fund corresponds to the
Berger Growth and Income Fund. The Berger IPT - Small Company Growth
Fund corresponds to the Berger Small Company Growth Fund[R]. As
described below 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.

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.

-4-<PAGE>
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, regardless of the
company's size. 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 deemed
appropriate by the investment advisor to 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 advisor 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 are expected to also
provide current income. Common stocks of companies with mid-sized to
large market capitalizations usually constitute the majority of the
Fund's investment portfolio. Market capitalization is defined as
total current market value of a company's outstanding common stock.
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 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.

-5-<PAGE>
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 advisor 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 geographic location. The advisor 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 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 advisor 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.

-6-<PAGE>
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 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 coupon 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.

-7-<PAGE>
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 debt securities (generally a security
issued or guaranteed 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 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 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

-8-<PAGE>
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 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

-9-<PAGE>
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.

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.

5. 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. In

-10-<PAGE>
addition, portfolio turnover may increase as a result of large amounts
of purchases and redemptions of shares of a Fund due to economic,
market or other factors that are not within the control of management.
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.

6. 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 advisor 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 trustees of
the Funds who are interested persons of Berger Associates. Berger
Associates serves as investment advisor 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 these
Funds, including the day-to-day investment 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 Growth and Income 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 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 Fund, including the day-to-day
investment decisions for the Fund. Mr. Keithler also serves as
President and portfolio manager for the Berger Small Company Growth
Fund and the Berger New Generation 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

-11-<PAGE>
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 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 Asset Management Co. (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 Fund.
The management fees are higher than those paid by most other mutual
funds.

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 41% of the outstanding shares of DST
Systems, Inc. ("DST"),

-12-<PAGE>
a publicly traded information and transaction processing company which
also acts as the Funds' sub-transfer agent.

7. 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 41% 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.

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

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. The Funds
also incur other expenses, including accounting, administrative and
legal expenses.

Berger Associates has agreed to waive its advisory fee to
the extent that normal operating expenses in any fiscal year,
including the management fee but excluding brokerage commissions,
interest, taxes and extraordinary expenses, of each of the Berger IPT
- - 100 Fund and the Berger IPT - Growth and Income Fund exceed 1.00%,
and the normal operating expenses in any fiscal year of the Berger IPT
- - Small Company Growth Fund exceed 1.15%, of the respective Fund's
average daily net assets.

8. HOW TO PURCHASE AND REDEEM SHARES IN THE FUNDS

-13-<PAGE>
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 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.

9. 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 trustees. Money market instruments maturing within
60 days are valued at amortized cost, which approximates market value.

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.

10. 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 unless an election is made on
behalf of a separate account or qualified plan to receive
distributions in cash.

-14-<PAGE>
If a Fund distributes annually less than 98% of its income and gain,
it will be subject to a nondeductible excise tax equal to 4% of the
shortfall. 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
advisors 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.

11. 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.

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

-15-<PAGE>
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 the 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.

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.

12. 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 BUSINESS 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, the Standard &
Poor's 600 Small Cap Index or the Nasdaq Composite Index, or more
narrowly-based indices which reflect the market sectors in which that
Fund invests.

-16-<PAGE>
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 fluctuate
so that an investor's shares, when redeemed, may be worth more or less
than their original cost.

13. 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 1-800-706-0539, or contact a Participating
Insurance Company.

-17-<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 by investing primarily 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 by investing primarily in common stocks and other
securities, such as convertible securities or preferred stocks, which
the Fund believes offer favorable growth prospects and are expected to
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 investing primarily 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 December 6, 1996, which may be obtained by
writing the Funds at P.O. Box 5005, Denver, Colorado 80217, calling 1-
800-706-0539, or by contacting a Participating Insurance Company.

December 6, 1996<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 Advisor 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' advisor 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
debt security (generally a security issued or guaranteed 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 advisor 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

-2-<PAGE>
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 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
the 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 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
market 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 currently
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 and

-11-<PAGE>
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
underlying 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
of 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.
In addition, portfolio turnover may increase as a result of large
amounts of purchases and redemptions of shares of a Fund due to
economic, market or other factors that are not within the control of
management. The annual portfolio turnover rates of the Funds may at
times exceed 100%. A 100% annual turnover rate results, for example,
if the equivalent of all of the securities in a Fund's portfolio are
replaced in a period of one year. An annual turnover rate of 100% or
more would be higher than that of most other mutual 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.
The Funds' brokerage policy is discussed further under Section 6
Brokerage Policy, and additional information concerning income taxes
is located under Section 10 Income Dividends, Capital Gains
Distributions and Tax Treatment.

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.

-15-<PAGE>
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.

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 advisor
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.

-16-<PAGE>
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 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. Warrants
acquired by the Fund in units or attached to securities are not
subject to these limits.

-17-<PAGE>
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.

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
assets (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.

-18-<PAGE>
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
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).

-19-<PAGE>
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. Warrants
acquired by the Fund in units or attached to securities are not
subject to these limits.

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
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 Asset Management Co. (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
Growth and Income 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 since its inception
in October 1995. President since November 1994 (formerly,
Vice President from December 1993 to November 1994) and
Portfolio Manager since its inception in December 1993 of
the Berger Small Company Growth Fund. President and
Portfolio Manager of the Berger New Generation Fund since
its

-20-<PAGE>
inception in December 1995. 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
Institutional Products Trust and Berger Investment Portfolio
Trust. Director of Berger 100 Fund and Berger Growth and
Income 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 Growth and Income 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 Growth and Income Fund.

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age
50. Managing Principal, Sovereign Financial Services,
L.L.C. (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 Growth and Income 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

-21-<PAGE>
and Berger Investment Portfolio Trust. Director of Berger
100 Fund and Berger Growth and Income Fund.

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago, IL
60602, age 50. Since 1991, Director, Chairman, 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 firm). Formerly (1988-1991), Director,
President and Chief Executive 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 Growth and
Income Fund.

HARRY T. LEWIS, JR., 370 17th Street, Suite 3560, 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 Growth and
Income Fund.

MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman,
MT 59717, age 58. Since 1994, Dean, and from 1989 to 1994,
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 Growth and Income 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 Growth and Income 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 Growth and
Income 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).

-22-
<PAGE>
- --------------------

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

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 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 pension or 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.

NAME AND POSITION WITH AGGREGATE COMPENSATION FROM
BERGER FUNDS
Berger Berger
Institutional Retail
Products Funds(2)
Trust(1)

Dennis E. Baldwin(3) $-0- $46,617
William M.B. Berger(3),(4) -0- -0-
Louis R. Bindner(3) -0- 39,687
Katherine A. Cattanach(3) -0- 45,000
Lucy Black Creighton(3) -0- 38,132
Paul R. Knapp(3) -0- 50,976
Gerard M. Lavin(4),(5) -0- -0-
Harry T. Lewis(3) -0- 43,500
Rodney L. Linafelter(3),(4),(6) -0- -0-
Michael Owen(3) -0- 57,544
William Sinclaire(3) -0- 38,247

-23-<PAGE>
(1) 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.
(2) The fees from the Berger retail funds are for their last fiscal
year, which ended September 30, 1995.
(3) Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust and Berger Institutional
Products Trust.
(4) Interested person of Berger Associates.
(5) President and a trustee of Berger Institutional Products Trust.
(6) President of Berger 100 Fund, Berger Growth and Income Fund,
Berger Investment Portfolio Trust, Berger IPT - 100 Fund and Berger
IPT - Growth and Income Fund.

Trustees may elect to defer receipt of all or a portion of
their fees pursuant to a fee deferral plan adopted by the Berger
Institutional Products Trust. Under the plan, deferred fees are
credited to an account and adjusted thereafter to reflect the
investment experience of whichever of the Berger Funds (or approved
money market funds) is designated by the trustees for this purpose.
Pursuant to an SEC exemptive order, the Trust is permitted to purchase
shares of the designated funds in order to offset its obligation to
the trustees participating in the plan. Purchases made pursuant to
the plan are excepted from any otherwise applicable investment
restriction limiting the purchase of securities of any other
investment company. The Trust's obligation to make payments of
deferred fees under the plan is a general obligation of the Trust.

As of the date of this Statement of Additional Information,
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 Advisor
------------------

Berger Associates is the investment advisor 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
Growth and Income 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, and the Berger New Generation Fund, another
retail Berger Fund. Kevin R.

-24-<PAGE>
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 advisor 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 a
Fund, other 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 participating
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 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. Directors and
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

-25-<PAGE>
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 or shortly before May 1, 1996,
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.

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

-26-<PAGE>
for its investment advisory services to the 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 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 advisor fees,
custodian and transfer agent fees, legal and accounting expenses,
administrative and record keeping expenses, interest charges, federal
and state taxes, costs of share 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 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 41% 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. Each
Fund pays IFTC a monthly base fee of $500, plus an asset-based fee at
an annual rate of $.10 per $1,000 of the Fund's assets (minimum
monthly asset fee of $750 per Fund), plus an additional $.10 per
$1,000 of the Fund's assets invested in foreign securities. 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 $.05 to $.10 per $1,000 of assets under custody invested
in domestic securities, based on the assets of all funds in the Berger
Funds complex, and $.50 to $4.50 per $1,000 of Fund assets under
custody invested in foreign

-27-<PAGE>
securities. IFTC also receives certain transaction fees and is
reimbursed for 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 $15.05 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.

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. When transactions for a Fund are effected through DSTS, the
portion of the commissions received by it is credited against, and
thereby reduces, certain operating expenses that the Fund would
otherwise be obligated to pay. No portion of the commissions is
retained by DSTS.

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.

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

-28-<PAGE>
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 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 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

-29-<PAGE>
subsidiary of DST. When transactions for a Fund are effected through
DSTS, the portion of the commissions received by DSTS is credited
against, and thereby reduces, 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 insurance 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.

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.

-30-<PAGE>
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. 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

-31-<PAGE>
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
-------------------------------

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 annually 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
advisors 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, 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

-32-<PAGE>
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)SUPERSCRIPT 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 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 advisor. 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

-33-<PAGE>
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.

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.

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

As of October 30, 1996, 97% of the outstanding shares of the
Berger IPT - Growth and Income Fund and the Berger IPT - Small Company
Growth Fund, and 88% of the outstanding shares of the Berger IPT - 100
Fund, were held by Berger Associates, a Delaware corporation, the
Funds' investment advisor, which provided the initial capital
necessary to establish the Funds. As a result of its share ownership,
Berger Associates may be deemed to control each of the Funds.

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

Price Waterhouse LLP, 950 Seventeenth Street, Denver,
Colorado, has been appointed to act as independent accountants for the
Trust and each of its Funds for the fiscal year ended December 31,
1996.

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
- --------------------

The following financial statements are attached at the end
of this Statement of Additional Information for the Berger IPT

-35-<PAGE>
- - 100 Fund, the Berger IPT - Growth and Income Fund and the Berger IPT
- - Small Company Growth Fund:

Report of Independent Accountants, dated April 16, 1996

Statements of Assets and Liabilities as of April 16, 1996

Notes to Statements of Assets and Liabilities, April 16, 1996

Schedules of Investments as of September 30, 1996

Statements of Assets and Liabilities as of September 30, 1996
(Unaudited)

Statements of Operations for the Period May 1, 1996 (Date Operations
Commenced) to September 30, 1996 (Unaudited)

Statements of Changes in Net Assets for the Period May 1, 1996 (Date
Operations Commenced) to September 30, 1996 (Unaudited)

Notes to Financial Statements, September 30, 1996

Financial Highlights for the Period May 1, 1996 (Date Operations
Commenced) to September 30, 1996 (Unaudited)

-36-<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.

-37-<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.

-38-<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.

-39-
<PAGE>
950 Seventeenth Street
Suite 2500
Denver, CO 80202

PRICE WATERHOUSE LLP
[LOGO]

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Trustees and Shareholder
of Berger Institutional Products Trust

In our opinion, the accompanying statements of assets and liabilities
present fairly, in all material respects, the financial position of
Berger IPT - 100 Fund, Berger IPT - Growth and Income Fund and Berger
IPT - Small Company Growth Fund (constituting the Berger Institutional
Products Trust, hereafter referred to as the "Fund"), at April 16,
1996, in conformity with generally accepted accounting principles.
This financial statement is the responsibility of the Fund's
management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of
this financial statement in accordance with generally accepted
auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statement, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audit provides
a reasonable basis for the opinion expressed above.

Price Waterhouse LLP
PRICE WATERHOUSE LLP

Denver, Colorado
April 16, 1996

F-1

STATEMENTS OF ASSETS AND LIABILITIES

April 16, 1996

Berger IPT- Berger IPT-
Berger IPT- Growth and SmallCompany
100 Fund Income Fund Growth Fund
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Assets
Cash $250,000 $250,000 $250,000
- --------------------------------------------------------------------------------------------------------------------
Total Assets 250,000 250,000 250,000
- --------------------------------------------------------------------------------------------------------------------
Liabilities
- --------------------------------------------------------------------------------------------------------------------
Total Liabilities 0 0 0
- --------------------------------------------------------------------------------------------------------------------
Net Assets Applicable to Shares Outstanding $250,000 $250,000 $250,000
====================================================================================================================

Capital Shares:
Authorized (Par Value $0.01) unlimited unlimited unlimited
====================================================================================================================
Shares Outstanding 25,000 25,000 25,000
====================================================================================================================

NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE $10.00 $10.00 $10.00
====================================================================================================================
See notes to statements of assets and liabilities.
</TABLE>

F-2<PAGE>
BERGER INSTITUTIONAL PRODUCTS TRUST
NOTES TO STATEMENTS OF ASSETS AND LIABILITIES
APRIL 16, 1996

NOTE 1 - ORGANIZATION AND REGISTRATION

Berger Institutional Products Trust (the "Trust"), a Delaware
business trust, was established on October 17, 1995 as a diversified
open-end management investment company. The Trust consists of three
separate portfolios: Berger IPT-100 Fund, Berger IPT-Growth and
Income Fund, and Berger IPT-Small Company Growth Fund. The Trust has
been inactive since inception except for matters relating to its
organization and registration as an investment company under the
Investment Company Act of 1940 and the Securities Act of 1933. The
Trust's shares are not offered directly to the public, but are sold
exclusively to insurance companies (the "Participating Insurance
Companies") as a pooled funding vehicle for variable annuity and
variable life insurance contracts issued by separate accounts of
Participating Insurance Companies and to qualified plans.

On April 15, 1996 Berger Associates, Inc. ("Berger"), the Trust's
investment advisor purchased 25,000 shares of each portfolio at a net
asset value of $10.00 per share.

All costs incurred in organizing the Trust were paid by Berger,
the investment advisor of the Trust.

NOTE 2 - INVESTMENT ADVISORY AND OTHER AGREEMENTS

In accordance with a recordkeeping and pricing agreement, the
Trust pays Investors Fiduciary Trust Company ("IFTC"), a monthly base
rate plus an additional annual fee which is computed using average net
assets. The fee is calculated daily and paid monthly.

IFTC has also been appointed as the custodian, transfer agent,
and dividend disbursing agent for the Trust.

The Trust has entered into an administrative services agreement
with Berger with respect to each portfolio. The administrative
services agreement provides for an annual fee of .01 of 1% of the
average daily net assets of the portfolio,computed daily and paid
monthly.

Certain officers and directors of Berger are also officers and
trustees of the Trust.

F-3<PAGE>
<TABLE>
<CAPTION>
INTERIM FINANCIAL REPORT
September 30, 1996
BERGER INSTITUTIONAL PRODUCTS TRUST

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

BERGER IPT - 100 FUND

SCHEDULE OF INVESTMENTS (UNAUDITED) / SEPTEMBER 30, 1996

Shares, Units or
Principal Amount Market Value
- ---------------- -------------

COMMON STOCK - 91.0%
<S> <C>
Aerospace/Defense - 1.6%
50 Boeing Co. $ 4,725
------------
Auto/Truck - Original Equipment - 1.2%
100 Lear Corp.<F1> 3,300
-------------
Banks - Money Center - 1.7%
55 Citicorp 4,984
-------------
Chemicals - Specialty - 1.4%
90 Praxair Inc. 3,870
-------------
Commercial Services - Misc. - 2.6%
125 AccuStaff Inc.<F1> 3,234
80 APAC TeleServices Inc.<F1> 4,100
-------------

7,334
-------------
Computer - Integrated Systems - 1.5%
100 Oracle Corp.<F1> 4,256
-------------
Computer - Local Networks - 1.4%
65 Cisco Systems Inc.<F1> 4,034
-------------
Computer - Memory Devices - 1.0%
125 EMC Corp.<F1> 2,828
-------------
Computer - Peripheral Equipment - 1.3%
60 Adaptec Inc.<F1> 3,600
-------------
Computer - Services - 2.9%
50 Electronic Data Systems Corp. 3,069
80 HBO & Co. 5,340
-------------
8,409
-------------
Computer - Software - 6.8%
50 BMC Software Inc.<F1> 3,975
80 Computer Associates International Inc. 4,780
150 Informix Corp.<F1> 4,181
50 Microsoft Corp.<F1> 6,594
-------------
19,530
-------------
Electronic - Military Systems - 1.0%
50 General Motors Corp. Cl H 2,887
-------------
Electronic - Misc. Components - 1.7%
100 Solectron Corp.<F1> 4,900
-------------
Electronic - Scientific Instruments - 2.2%
90 Input/Output Inc.<F1> 2,678
90 Thermo Electron Corp.<F1> 3,645
-------------
6,323
-------------
Electronic - Semiconductor Manufacturing - 7.3%
90 Altera Corp.<F1> 4,556
200 Atmel Corp.<F1> 6,175
50 Intel Corp. 4,772
60 MEMC Electronic Materials Inc.<F1> 1,388
100 Sanmina Corp.<F1> 4,025
-------------
20,916
-------------
F-4<PAGE>
Finance - Mortgage & Related Services - 5.0%
50 Federal Home Loan Mortgage Corp. $ 4,894
150 Federal National Mortgage Assn. 5,231
110 Green Tree Financial Corp. 4,318
-------------
14,443
-------------
Financial Services - Misc. - 1.4%
50 First Data Corp. 4,081
-------------
Leisure - Gaming - 2.2%
160 Mirage Resorts Inc.<F1> 4,100
100 Trump Hotels & Casino Resorts Inc.<F1> 2,325
-------------
6,425
-------------
Leisure - Hotels & Motels - 1.8%
75 HFS Inc.<F1> 5,016
-------------
Media - Radio/TV - 1.4%
120 Jacor Communications Inc.<F1> 4,140
-------------
Medical - Biomedics/Genetics - 1.9%
70 Biogen Inc.<F1> 5,320
-------------
Medical - Ethical Drugs - 6.1%
60 Elan Corp. PLC ADR<F1> (Ireland) 1,792
85 Eli Lilly & Co. 5,483
75 Pfizer, Inc. 5,934
100 Pharmacia & Upjohn Inc. (Sweden) 4,125
-------------
17,334
-------------
Medical - Instruments - 1.1%
70 IDEXX Laboratories Inc.<F1> 3,167
-------------
Medical - Products - 2.0%
50 Boston Scientific Corp.<F1> 2,875
50 Guidant Corp. 2,763
-------------
5,638
-------------
Medical - Wholesale Drug/Sundries - 2.7%
100 Amerisource Health Corp.<F1> 4,450
40 Cardinal Health Inc. 3,305
-------------
7,755
-------------
Oil & Gas - Drilling - 3.1%
120 Reading & Bates Corp.<F1> 3,255
90 Transocean Offshore Inc. 5,513
-------------
8,768
-------------
Oil & Gas - Field Services - 6.8%
100 BJ Services Co.<F1> 3,625
110 Petroleum Geo-Services A/S ADR<F1> (Norway) 2,998
60 Schlumberger Ltd. 5,070
110 Tidewater Inc. 4,111
60 Western Atlas Inc.<F1> 3,735
-------------
19,539
-------------
Oil & Gas - Machinery/Equipment - 2.1%
100 Baker Hughes Inc. 3,038
100 Dresser Industries Inc. 2,975
-------------
6,013
-------------
Retail - Apparel/Shoe - 3.6%
110 Gap Inc. 3,176
100 Gucci Group N.V.<F1> (Netherlands) 7,250
-------------
10,426
-------------
Retail - Department Stores - 1.2%
100 Federated Department Stores Inc.<F1> 3,350
-------------
Retail - Mail Order & Direct - 1.7%
125 CUC International Inc.<F1> 4,984
-------------
Retail/Wholesale - Building Products - 1.4%
70 Home Depot Inc. 3,981
-------------
Shoes & Related Apparel - 1.4%
75 Nine West Group Inc.<F1> 4,069
-------------
F-5<PAGE>
Telecommunications - Equipment - 2.3%
110 Cable Design Technologies Corp.<F1> $ 4,400
100 ECI Telecom Ltd. (Israel) 2,100
-------------
6,500
-------------
Telecommunications - Services - 3.4%
125 ICG Communications Inc.<F1> (Canada) 2,625
100 PanAmSat Corp.<F1> 2,781
200 WorldCom Inc.<F1> 4,275
-------------
9,681
-------------
Textile - Apparel Manufacturing - 1.3%
60 Jones Apparel Group Inc. 3,825
-------------
Transport - Air Freight - 1.5%
100 Atlas Air Inc.<F1> 4,275
-------------
TOTAL COMMON STOCK (Cost $252,286) 260,626
-------------

U.S. GOVERNMENT OBLIGATIONS - 8.7%

$ 25,000 U.S. Treasury Bills due 10/03/96 24,993
TOTAL U.S. GOVERNMENT OBLIGATIONS (Amortized Cost $24,993) 24,993
-------------

TOTAL INVESTMENTS (Cost $277,279<F2>) - 99.7% 285,619
OTHER ASSETS, LESS LIABILITIES - 0.3% 898
-------------
NET ASSETS - 100% $ 286,517
=============
<FN>
<F1> Non-Income Producing Security.
<F2> Also represents cost for tax purposes.
See notes to financial statements.
</TABLE>

F-6<PAGE>
<TABLE>
<CAPTION>

BERGER IPT - GROWTH AND INCOME FUND
SCHEDULE OF INVESTMENTS (UNAUDITED)/ SEPTEMBER 30, 1996

Shares, Units or
Principal Amount Market Value
- ---------------- -------------
COMMON STOCK - 78.4%
<S> <C>
Aerospace/Defense - 2.5%
70 Boeing Co. $ 6,615
-------------
Auto Manufacturers - Domestic - 2.1%
200 Chrysler Corp. 5,725
-------------
Banks - Money Center - 2.0%
60 Citicorp 5,437
-------------
Beverages - Alcoholic - 2.0%
140 Anheuser-Busch Cos. Inc. 5,267
-------------
Building - Hand Tools - 1.7%
100 Black & Decker Corp. 4,565
-------------
Building - Heavy Construction - 1.8%
80 Fluor Corp. 4,920
-------------
Chemicals - Basic - 2.4%
175 Monsanto Co. 6,387
-------------
Commercial Services - Security/Safety - 2.7%
125 Diebold Inc. 7,297
-------------
Computer - Mainframes - 2.3%
50 International Business Machines Corp. 6,225
-------------
Computer - Mini/Micro - 1.5%
80 Hewlett-Packard Co. 3,900
-------------
Computer - Peripheral Equipment - 2.2%
100 Adaptec Inc.<F1> 6,000
-------------
Computer - Services - 4.0%
60 Computer Sciences Corp.<F1> 4,613
100 Electronic Data Systems Corp. 6,137
-------------
10,750
-------------
Consumer Products - Misc. - 2.4%
100 Duracell International Inc. 6,413
-------------
Diversified Operations - 4.2%
110 Alco Standard Corp. 5,486
150 Corning Inc. 5,850
-------------
11,336
-------------
Electronic - Military Systems - 2.2%
100 General Motors Corp. Cl H 5,775
-------------
Finance - Equity REIT - 7.3%
150 Crescent Real Estate Equities Inc. 6,169
175 Patriot American Hospitality Inc. 5,884
175 Starwood Lodging Trust 7,328
-------------
19,381
-------------
Food - Canned - 2.4%
150 Dole Food Company Inc. 6,300
-------------
Household - Housewares - 2.2%
250 Sunbeam Corp. 5,781
-------------
Medical - Drug/Diversified - 4.5%
100 American Home Products Corp. 6,375
110 Johnson & Johnson 5,638
12,013
-------------
Medical - Ethical Drugs - 5.6%
155 Eli Lilly & Co. 9,998
120 Pharmacia & Upjohn Inc. (Sweden) 4,950
-------------
14,948
-------------
F-7<PAGE>
Office Supplies Manufacturing - 2.1%
150 Deluxe Corp. $ 5,663
-------------
Oil & Gas - Field Services - 2.2%
70 Schlumberger Ltd. 5,915
-------------
Oil & Gas - Machinery/Equipment - 4.5%
200 Baker Hughes Inc. 6,075
200 Dresser Industries Inc. 5,950
-------------
12,025
-------------
Oil & Gas - Production/Pipeline - 2.3%
150 Enron Corp. 6,113
-------------
Shoes & Related Apparel - 3.2%
70 Nike Inc. Cl B 8,505
-------------
Telecommunications - Equipment - 2.0%
250 ECI Telecom Ltd. (Israel) 5,250
-------------
Telecommunications - Services - 2.1%
262 WorldCom Inc. 5,600
-------------
Utility - Telephone - 2.0%
200 Frontier Corp. 5,325
-------------

TOTAL COMMON STOCK (Cost $198,559) 209,431
-------------

CONVERTIBLE PREFERRED STOCK - 3.2%

Computer - Software - 0.9%
50 Wang Laboratories Inc. 144A 6.5% Cv Pfd Series B<F2> 2,425
-------------
Funeral Services & Related - 2.3%
60 SCI Finance LLC $3.125 Cv Pfd Series A 6,150
-------------
TOTAL CONVERTIBLE PREFERRED STOCK (Cost $8,101) 8,575
-------------

CONVERTIBLE DEBENTURES - 9.3%

Computer - Local Networks - 2.8%
$4,000 3Com Corp. 144A - 10.25% due 11/01/01<F2> 7,495
-------------
Computer - Services - 2.2%
3,000 First Financial Management Corp. - 5% due 12/15/99 5,798
-------------
Electronic - Scientific Instruments - 2.2%
3,000 Thermo Electron Corp. 144A - 5% due 04/15/01<F2> 5,865
-------------
Retail - Department Stores - 2.1%
5,000 Federated Department Stores Inc. - 5% due 10/01/03 5,675
-------------
TOTAL CONVERTIBLE DEBENTURES (Cost $23,593) 24,833
-------------

U.S. GOVERNMENT OBLIGATIONS - 6.3%

$ 17,000 U.S. Treasury Bills due 10/03/96 16,995
-------------
TOTAL U.S. GOVERNMENT OBLIGATIONS (Amortized Cost $16,995) 16,995
-------------

TOTAL INVESTMENTS (Cost $247,248<F3>) - 97.2% 259,834
OTHER ASSETS, LESS LIABILITIES - 2.8% 7,403
NET ASSETS - 100% -------------
$ 267,237
=============
<FN>
<F1> Non-Income Producing Security.
<F2> Pursuant to Rule 144A, resale is restricted to qualified institutional buyers.
<F3> Also represents cost for tax purposes.
See notes to financial statements.
</TABLE>

F-8
<PAGE>
<TABLE>
<CAPTION>

BERGER IPT - SMALL COMPANY GROWTH FUND

SCHEDULE OF INVESTMENTS (UNAUDITED)/ SEPTEMBER 30, 1996

Shares, Units or
Principal Amount Market Value
- ---------------- -------------
COMMON STOCK - 96.9%
<S> <C>
Commercial Services - Misc. - 3.3%
50 ABR Information Services Inc.<F1> $ 3,600
55 AccuStaff Inc.<F1> 1,423
75 Career Horizons Inc.<F1> 2,915
50 Mail Boxes Etc.<F1> 1,131
-------------
9,069
-------------
Commercial Services - Security/Safety - 2.7%
100 Checkpoint Systems Inc.<F1> 2,650
80 Corrections Corp. of America<F1> 2,500
100 Wackenhut Corrections Corp.<F1> 2,225
-------------
7,375
-------------
Computer - Graphics - 0.3%
200 Chyron Corp.<F1> 900
-------------
Computer - Local Networks - 2.5%
105 Ascend Communications Inc.<F1> 6,943
-------------
Computer - Memory Devices - 0.5%
40 Microchip Technology Inc.<F1> 1,495
-------------
Computer - Services - 7.0%
100 American Management Systems Inc.<F1> 2,800
100 Envoy Corp.<F1> 3,875
75 Gartner Group Inc. Cl A<F1> 2,550
60 HBO & Co. 4,005
50 QuickResponse Services Inc.<F1> 1,862
120 Technology Solutions Co.<F1> 4,185
-------------
19,277
-------------
Computer - Software - 14.5%
100 Baan Co. N.V.<F1> (Netherlands) 3,337
110 Broderbund Software Inc.<F1> 3,190
90 Cambridge Technology Partners Inc.<F1> 2,722
60 CBT Group PLC ADR<F1> (Ireland) 2,820
25 INSO Corp.<F1> 1,356
80 Macromedia Inc.<F1> 1,660
90 MDL Information Systems Inc.<F1> 2,846
107 Pure Atria Corp.<F1> 4,039
40 Remedy Corp.<F1> 3,200
50 Seibel Systems Inc.<F1> 2,081
40 Sterling Software Inc.<F1> 3,055
85 Systemsoft Corp.<F1> 2,911
160 VIASOFT Inc.<F1> 6,720
-------------
39,937
-------------
Diversified Operations - 0.6%
40 Pittway Corp. Cl A 1,785
-------------
Electronic - Parts Distributors - 0.8%
100 Kent Electronics Corp.<F1> 2,162
-------------
Electronic - Semiconductor Manufacturing - 1.3%
200 Cypress Semiconductor Corp.<F1> 2,500
30 Maxim Integrated Products Inc.<F1> 1,061
-------------
3,561
-------------
Finance - Mortgage & Related Services - 1.1%
60 Aames Financial Corp. 3,022
-------------
Finance - SBIC & Commercial - 2.1%
70 Safeguard Scientifics Inc.<F1> 2,791
100 Sirrom Capital Corp. 3,025
-------------

F-9<PAGE>
$ 5,816
-------------
Financial Services - Misc. - 1.6%
150 PMT Services Inc.<F1> 3,037
100 Pre-Paid Legal Services Inc.<F1> 1,288
-------------
4,325
-------------
Funeral Services & Related - 0.7%
60 Stewart Enterprises Inc. Cl A 2,025
-------------
Household/Office Furniture - 1.0%
65 Miller Herman Inc. 2,632
-------------
Leisure - Toys/Games/Hobby - 1.1%
100 Lewis Galoob Toys Inc.<F1> 2,925
-------------
Media - Radio/TV - 6.4%
50 American Radio Systems Corp. Cl A<F1> 1,863
40 Clear Channel Communications Inc.<F1> 3,540
60 Emmis Broadcasting Corp. Cl A<F1> 2,775
90 Evergreen Media Corp. Cl A<F1> 2,813
70 Jacor Communications Inc. Cl A<F1> 2,415
70 Renaissance Communications Corp.<F1> 2,468
40 Sinclair Broadcast Group<F1> 1,595
-------------
17,469
-------------
Medical - Biomedics/Genetics - 1.9%
50 Agouron Pharmaceuticals Inc.<F1> 2,181
75 BioChem Pharma Inc.<F1> (Canada) 3,009
-------------
5,190
-------------
Medical - Health Maintenance Organizations - 0.7%
50 CompDent Corp.<F1> 1,888
-------------
Medical - Hospitals - 0.4%
50 Veterinary Centers of America Inc.<F1> 1,097
-------------
Medical - Instruments - 1.5%
80 ESC Medical Systems Ltd.<F1> (Israel) 2,560
50 Sofamor/Danek Group Inc.<F1> 1,544
-------------
4,104
-------------
Medical - Outpatient/Home Care - 6.2%
75 American HomePatient Inc.<F1> 1,669
70 HEALTHSOUTH Corp.<F1> 2,686
75 PhyCor Inc.<F1> 2,855
120 Physician Reliance Network Inc.<F1> 1,830
50 Renal Care Group Inc.<F1> 1,850
150 RoTech Medical Corp.<F1> 2,475
90 Total Renal Care Holdings Inc.<F1> 3,578
-------------
16,943
-------------
Medical - Products - 2.1%
100 Cytyc Corp.<F1> 1,500
60 PAREXEL International Corp.<F1> 3,780
60 TheraTech Inc.<F1> 615
-------------
5,895
-------------
Medical - Wholesale Drug/Sundries - 0.7%
90 Grupo Casa Autrey S.A. de C.V. ADR (Mexico) 2,014
-------------
Medical/Dental - Supplies - 3.7%
100 Omnicare Inc. 3,050
200 Orthodontic Centers of America Inc.<F1> 4,075
70 Target Therapeutics Inc.<F1> 2,993
-------------
10,118
-------------
Oil & Gas - Drilling - 3.4%
70 ENSCO International Inc.<F1> 2,275
250 Global Marine Inc.<F1> 3,938
330 Marine Drilling Companies Inc.<F1> 3,176
-------------
9,389
-------------
Oil & Gas - Field Services - 1.5%
50 BJ Services Co.<F1> 1,813

F-10<PAGE>
60 Tidewater Inc. $ 2,243
-------------
4,056
-------------
Oil & Gas - U.S. Exploration & Production - 1.0%
80 Barrett Resources Corp.<F1> 2,820
-------------
Pollution Control - Services - 0.8%
87 Tetra Tech Inc.<F1> 2,066
-------------
Retail - Apparel/Shoe - 4.6%
65 Finish Line Inc. Cl A<F1> 3,088
70 Gymboree Corp.<F1> 2,126
120 Men's Wearhouse Inc.<F1> 3,000
120 Wet Seal Inc. Cl A 4,320
-------------
12,534
-------------
Retail - Department Stores - 0.4%
30 Proffitt's Inc.<F1> 1,185
-------------
Retail - Home Furnishings - 0.8%
110 Alrenco Inc.<F1> 2,310
-------------
Retail - Misc./Diversified - 2.5%
155 Hollywood Entertainment Corp<F1> 3,178
70 Petco Animal Supplies Inc.<F1> 1,908
80 Urban Outfitters Inc.<F1> 1,860
-------------
6,946
-------------
Retail - Restaurants - 1.0%
120 Apple South Inc. 1,605
20 Papa John's International Inc.<F1> 1,050
-------------
2,655
-------------
Retail/Wholesale - Building Products - 1.5%
150 Eagle Hardware & Garden Inc.<F1> 4,050
-------------
Retail/Wholesale - Jewelry - 1.2%
150 Claire's Stores Inc. 3,206
-------------
Telecommunications - Cellular - 0.4%
50 InterCel Inc.<F1> 1,050
-------------
Telecommunications - Equipment - 6.9%
50 Comverse Technology Inc.<F1> 1,944
60 Glenayre Technologies Inc.<F1> 1,380
80 P-COM Inc.<F1> 1,980
60 Westell Technologies Inc. Cl A<F1> 2,655
60 Cascade Communications Corp.<F1> 4,890
80 PairGain Technologies Inc.<F1> 6,250
-------------
19,099
-------------
Telecommunications - Services - 4.9%
150 ACC Corp.<F1> 7,088
70 ICG Communications Inc.<F1> (Canada) 1,470
85 Intermedia Communications Inc.<F1> 2,486
80 LCI International Inc.<F1> 2,520
-------------
13,564
-------------
Textile - Apparel Manufacturing - 0.9%
80 Nautica Enterprises Inc.<F1> 2,580
-------------
Transportation - Airline - 0.4%
130 Reno Air Inc.<F1> 1,089
-------------
TOTAL COMMON STOCK (Cost $236,761) 266,566
-------------

TOTAL INVESTMENTS (Cost $236,761<F2>) - 96.9% 266,566
OTHER ASSETS, LESS LIABILITIES - 3.1% 8,403
NET ASSETS - 100% $ 274,969
=============
<FN>
<F1> Non-Income Producing Security.
<F2> Also represents cost for tax purposes.
See notes to financial statements.
</TABLE>

F-11<PAGE>
<TABLE>
<CAPTION>

BERGER INSTITUTIONAL PRODUCTS TRUST
STATEMENTS OF ASSETS AND LIABILITIES

September 30, 1996 (unaudited)Berger IPT- Berger IPT- Berger IPT-
100 Fund Growth and Small Company
Income Fund Growth Fund
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Investments at cost $277,279 $247,248 $236,761
======== ======== ========
Investments at value $285,619 $259,834 $266,566
Cash 605 6,597 16,085

Receivables:
Investment securities sold 0 0 1,757
Fund shares sold 11 0 0
Due from management company 452 447 556
Dividends and interest 27 539 5
- -------------------------------------------------------------------------------------------------------------------
Total Assets 286,714 267,417 284,969
- -------------------------------------------------------------------------------------------------------------------

LIABILITIES
Payables:

Investment securities purchased 0 0 9,789
Accrued investment advisory fees 171 156 194
Other accrued expenses 26 24 17
- -------------------------------------------------------------------------------------------------------------------
Total Liabilities 197 180 10,000
- -------------------------------------------------------------------------------------------------------------------

NET ASSETS APPLICABLE TO SHARES OUTSTANDING $286,517 $267,237 $274,969

Capital Shares:
Authorized (Par Value $0.01) unlimited unlimited unlimited
===================================================================================================================
Shares Outstanding 28,413 25,703 25,657
===================================================================================================================

NET ASSET VALUE, OFFERING AND REDEMPTION
PRICE PER SHARE $10.08 $10.40 $10.72
===================================================================================================================
See notes to financial statements.
</TABLE>

F-12<PAGE>
<TABLE>
<CAPTION>

BERGER INSTITUTIONAL PRODUCTS TRUST
STATEMENTS OF OPERATIONS

For the period May 1, 1996 (date operationsBerger IPT-Berger IPT- Berger IPT-
commenced) to September 30, 1996 (unaudited)100 FundGrowth andSmall Company
Income Fund Growth Fund
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INVESTMENT INCOME
Income:
Dividends $414 $1,616 $1,614
Interest 1,578 1,308 294
- -------------------------------------------------------------------------------------------------------------------
Total Income 1,992 2,924 1,908
- -------------------------------------------------------------------------------------------------------------------
Expenses:
Investment advisory fees (Note 2) 806 783 840
Transfer agent fees 313 313 313
Postage, printing & reports 63 53 80
Custodian fees 828 886 1,566
Registration fees 78 78 78
Legal fees 3 3 3
Accounting fees 8 8 9
Administrative services (Note 2) 10 10 10
- -------------------------------------------------------------------------------------------------------------------
Total Expenses 2,109 2,134 2,899
Less expenses reimbursed
by adviser (Note 2) (1,036) (1,090) (1,660)
Less earnings credits (Note 2) (79) (65) (269)
- -------------------------------------------------------------------------------------------------------------------
Expenses - Net 994 979 970
- -------------------------------------------------------------------------------------------------------------------
Net Investment Income (Loss) 998 1,945 938
- -------------------------------------------------------------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCY
TRANSACTIONS

Net realized gain (loss)
on securities and foreign currency
transactions (5,179) (4,511) (12,565)

Net change in unrealized appreciation
(depreciation) on securities and foreign
currency transactions 8,340 12,586 29,805
- -------------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized
Gain on Investments
and Foreign Currency Transactions 3,161 8,075 17,240
- -------------------------------------------------------------------------------------------------------------------
Net Increase in Net Assets
Resulting from Operations $4,159 $10,020 $18,178
===================================================================================================================
See notes to financial statements.
</TABLE>

F-13
<PAGE>
<TABLE>
<CAPTION>

BERGER INSTITUTIONAL PRODUCTS TRUST
STATEMENTS OF CHANGES IN NET ASSETS

FROM DISTRIBUTIONS TO SHAREHOLDERS:

Net investment income dividend 0 0 0
Net realized gains on investments dividend 0 0 0
- -------------------------------------------------------------------------------------------------------------------
Net Decrease in Net Assets from
Distributions to Shareholders 0 0 0
- -------------------------------------------------------------------------------------------------------------------

FROM FUND SHARE TRANSACTIONS:

Proceeds from shares sold 282,363 257,217 256,794
Net asset value of shares
issued in reinvestment of dividends 0 0 0
- -------------------------------------------------------------------------------------------------------------------
Total 282,363 257,217 256,794
Payments for shares redeemed (5) 0 (3)
- -------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Net Assets
Derived From Fund Share Transactions282,358 257,217 256,791
- -------------------------------------------------------------------------------------------------------------------

INCREASE (DECREASE) IN NET ASSETS286,517 267,237 274,969
Net Assets:
Beginning of period 0 0 0
- -------------------------------------------------------------------------------------------------------------------
End of period $286,517 $267,237 $274,969
===================================================================================================================
Undistributed net investment income (loss)
included in the above $998 $1,945 $938
===================================================================================================================

COMPONENTS OF NET ASSETS:
Capital (par value and paid in surplus) $282,358 $257,217 $256,791
Undistributed net investment
income (loss) 998 1,945 938
===================================================================================================================
Undistributed net realized
gain (loss ) from investments (5,179) (4,511) (12,565)
Unrealized appreciation
(depreciation) on investments 8,340 12,586 29,805
- -------------------------------------------------------------------------------------------------------------------
Total $286,517 $267,237 $274,969
===================================================================================================================

TRANSACTIONS IN FUND SHARES:
Shares sold 28,414 25,703 25,657
Shares issued to shareholders
in reinvestment of dividends 0 0 0
- -------------------------------------------------------------------------------------------------------------------
Total 28,414 25,703 25,657
Shares repurchased (1) 0 0
- -------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in shares 28,413 25,703 25,657
Shares outstanding, beginning of period 0 0 0
- -------------------------------------------------------------------------------------------------------------------
Shares outstanding, end of period 28,413 25,703 25,657
===================================================================================================================
See notes to financial statements.
</TABLE>

F-14<PAGE>
BERGER INSTITUTIONAL PRODUCTS TRUST
NOTES TO FINANCIAL STATEMENTS
SEPTEMBER 30, 1996

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Berger Institutional Products Trust (the "Trust"), a Delaware
business trust, was established on October 17, 1995 as a diversified
open-end management investment company. The Trust is authorized to
issue an unlimited number of shares of beneficial interest in series
or portfolios. Currently, the series comprising Berger IPT-100 Fund
("IPT-100"), Berger IPT-Growth and Income Fund ("IPT-G&I"), and Berger
IPT-Small Company Growth Fund ("IPT-SCG"), (individually the "Fund"
and collectively the "Funds"), which commenced operations on May 1,
1996, are the only portfolios established under the Trust, although
others may be added in the future.

The Trust is registered under the Investment Company Act of 1940
and the Securities Act of 1933 (the "Acts"). Each Fund is diversified
as defined in the Acts. Shares of each Fund are fully paid and
non-assessable when issued. All shares issued by a particular Fund
participate equally in dividends and other distributions by that Fund.
The Trust's shares are not offered directly to the public, but are
sold exclusively to insurance companies ("Participating Insurance
Companies") as a pooled funding vehicle for variable annuity and
variable life insurance contracts issued by separate accounts of
Participating Insurance Companies and to qualified plans.

On April 15, 1996 Berger Associates, Inc. ("Berger"), the Trust's
investment advisor purchased 25,000 shares of each portfolio at a net
asset value of $10.00 per share. All costs incurred in organizing the
Trust were paid by Berger.

At September 30, 1996, substantially all of the outstanding
shares of the Funds were owned by Berger Associates, Inc. as a
result of the initial capitalization of the Funds.

SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies
consistently followed by the Funds in the preparation of their
financial statements. The policies are in conformity with generally
accepted accounting principles.

INVESTMENT VALUATION

Securities are valued at the close of the regular trading session
of the New York Stock Exchange (the "Exchange") on each day that the
Exchange is open. Securities listed on national exchanges, the NASDAQ
Stock Market and foreign exchanges are valued at the last sale price
on such markets, or, if no last sale price is available, they are
valued using the mean between their current bid and asked prices.
Securities that are traded on the over-the-counter market are valued
at the mean between their current bid and asked prices. Short-term
obligations maturing within sixty days are valued at original cost
plus amortized discount or accrued interest from the date of
acquisition, which approximates market value. Foreign securities are
converted to U.S. Dollars using exchange rates at the close of the
Exchange. Securities 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.

FEDERAL INCOME TAXES

It is the Funds' policy to comply with the requirements of the
Internal Revenue Code applicable to regulated investment companies and
to distribute all of their taxable income to shareholders. Therefore,
no income tax provision is required.

F-15<PAGE>
SECURITY GAINS AND LOSSES

Gains and losses are computed on the identified cost basis for
both financial statement and Federal income tax purposes for all
securities. Currency gain and loss is calculated on payables and
receivables that are denominated in foreign currencies. The payables
and receivables are generally related to security transactions and
income.

INVESTMENT TRANSACTIONS AND INVESTMENT INCOME

Investment transactions are accounted for on the date investments
are purchased or sold. Dividend income and distributions to
shareholders are recorded on the ex-dividend date. Interest income is
recorded on the accrual basis and includes amortization of discounts.

USE OF ESTIMATES

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
increases and decreases in net assets from operations during the
reporting period. Actual results could differ from those estimates.

2. AGREEMENTS

Berger serves as the Trust's investment advisor. As compensation
for its services to the Trust, Berger receives an investment advisory
fee which is accrued daily at the applicable rate and paid monthly.
The fee is based on an annual rate of each portfolio's average net
assets as follows: IPT-100 and IPT-G&I at .75 of 1% of average daily
net assets; IPT-SCG at .90 of 1% of average daily net assets. Berger
has agreed to waive its advisory fee to the extent the Funds' normal
operating expenses in any fiscal year, including the management fee
but excluding brokerage commissions, interest, taxes and extraordinary
expenses, of each of the IPT-100 and the IPT-G&I exceed 1.00%, and
normal operating expenses in any fiscal year of the IPT-SCG exceed
1.15% of the Funds' average daily net assets.

The Trust has entered into an administrative services agreement
with Berger. The administrative services agreement provides for an
annual fee of .01 of 1% of the average daily net assets of each Fund,
computed daily and payable monthly.

The Trust has also entered into a recordkeeping and pricing
agreement with Investors Fiduciary Trust Company ("IFTC"), who also
serves as each Fund's custodian and transfer agent. The recordkeeping
and pricing agreement provides for the monthly payment of a base fee
per Fund plus a fee computed as a percentage of average daily net
assets on a total relationship basis. IFTC's fees for custody,
recordkeeping and pricing, or transfer agency services are subject to
reduction by credits earned by each Fund, based on the cash balances
of the Fund held by IFTC as custodian or by credits received from
directed brokerage transactions. For the period May 1, 1996 (date
operations commenced) to September 30, 1996, the IPT-100, IPT-G&I and
the IPT-SCG Funds received $79, $65 and $269, respectively, in
earnings and brokerage credits and paid IFTC fees (after earnings and
brokerage credits) of $1,070, $1,142 and $1,619, respectively, for
services rendered.

Certain officers and directors of Berger are also officers and
trustees of the Trust. Trustees who are not affiliated with Berger
did not receive trustees' fees from the IPT-100, IPT-G&I and IPT-SCG
Funds for the period ended September 30, 1996.

F-16<PAGE>
3. INVESTMENT TRANSACTIONS

A. Purchases and Sales
Purchases and sales of investment securities from May 1, 1996 (date
operations commenced) to September 30, 1996 were as
follows:

<TABLE>

Berger IPT- Berger IPT- Berger IPT-
100 Fund Growth and Small Company
Income Fund Growth Fund
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Purchases of investment securities
(excluding short-term securities)$283,200 $298,848 $347,887
===================================================================================================================
Sales of investment securities
(excluding short-term securities) $25,752 $64,101 $98,566
===================================================================================================================
</TABLE>

There were no purchases or sales of long-term U.S. Government
securities during the period.

At September 30, 1996, the composition of unrealized appreciation (the
excess of value over tax cost) and unrealized depreciation (the excess
of tax cost over value) for securities was as follows:

<TABLE>
Berger IPT- Berger IPT- Berger IPT-
100 Fund Growth and Small Company
Income Fund Growth Fund
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Appreciation $16,326 $18,483 $42,715
Depreciation (7,986) (5,897) (12,910)
- -------------------------------------------------------------------------------------------------------------------
Net $8,340 $12,586 $29,805
===================================================================================================================
</TABLE>

B. Federal Income Tax Status

Dividends paid by the Funds from net investment income and
distributions of net realized short-term capital gains are, for
Federal income tax purposes, taxable as ordinary income to
shareholders.

The Funds distribute net realized capital gains, if any, to their
shareholders at least annually, if not offset by capital loss
carryovers. Income distributions and capital gain distributions are
determined in accordance with income tax regulations which may differ
from generally accepted accounting principles. These differences are
primarily due to the differing treatments for net operating losses and
expiring capital loss carryforwards. Accordingly, these permanent
differences in the character of income and distributions between
financial statements and tax basis will be reclassified to
paid-in-capital.

F-17<PAGE>
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS / SEPTEMBER 30, 1996

For the period May 1, 1996 (date operationsBerger IPT-Berger IPT- Berger IPT-
commenced) to September 30, 1996 (unaudited)100 FundGrowth andSmall Company
Income Fund Growth Fund
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period$10.00 $10.00 $10.00
- -------------------------------------------------------------------------------------------------------------------
Income from investment operations:
Net investment income .04 .08 .04
Net realized and unrealized
gains on securities .04 .32 .68
- -------------------------------------------------------------------------------------------------------------------
Total from investment operations .08 .40 .72
- -------------------------------------------------------------------------------------------------------------------
Less distributions:
Dividends (from net investment income) .00 .00 .00
Distributions (from capital gains) .00 .00 .00
- -------------------------------------------------------------------------------------------------------------------
Total distributions .00 .00 .00
- -------------------------------------------------------------------------------------------------------------------
Net asset value, end of period$10.08 $10.40 $10.72
===================================================================================================================
Total return 0.80% 4.00% 7.20%
===================================================================================================================
Ratios:
Net assets, end of period 286,517 267,237 274,969
Ratio of expenses to average
net assets<F1><F2> 1.96% 2.04% 2.69%
Ratio of net income to average
net assets<F1> .93% 1.86% .87%
Portfolio turnover rate 14% 30% 41%
Average commission rate $.0600 $.0600 $.0534
<FN>
<F1> Annualized
<F2> Ratio reflects total expenses, including fees offset by earnings credits and management fee waivers, but does
not include the deduction of any charges or expenses attributable to any particular variable insurance contract.
</TABLE>