BERGER INSTITUTIONAL PRODUCTS TRUST
497, 1997-11-18
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                                  PROSPECTUS

                        BERGER/BIAM IPT - INTERNATIONAL FUND


            Berger/BIAM IPT - International Fund (the "Fund") is a diversified
series or portfolio of Berger Institutional Products Trust (the "Trust"), an
open-end management investment company. Shares of the Fund 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.

            The investment objective of the Fund is long-term capital
appreciation. The Fund seeks to achieve this objective by investing primarily in
common stocks of well established companies located outside the United States.
The Fund intends to diversify its holdings among several countries and to have,
under normal market conditions, at least 65% of the Fund's total assets invested
in the securities of companies located in at least five countries, not including
the United States.

            This Prospectus concisely sets forth information about the Fund that
a prospective purchaser of a variable insurance contract or plan participant
should consider before purchasing a variable contract, allocating contract
values to the Fund or selecting the Fund 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 ("Separate Account
Prospectus") or qualified plan documents that accompany this Prospectus and
retained for future reference. Additional information about the Fund has been
filed with the Securities and Exchange Commission. A copy of the Statement of
Additional Information, dated May 1, 1997, is incorporated by reference into
this Prospectus in its entirety and is available upon request without charge by
writing the Berger Funds, c/o Berger Associates, Inc., P.O. Box 5005, Denver, CO
80217, or calling 1-303-329-0200 or 1-800-706- 0539, or by writing or calling a
Participating Insurance Company.

            INVESTMENTS IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK (INCLUDING BANK OF IRELAND). SHARES OF THE
FUND ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE
FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN THE
FUND IS SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL
AMOUNT INVESTED.

            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 MAY 1, 1997
                         AS SUPPLEMENTED NOVEMBER 13, 1997


<PAGE>


                              Table of Contents

SECTION                                                                  PAGE

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

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

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

4.   Investment Objective and Policies and Risk Factors..................... 4

5.   Portfolio Turnover...................................................   9

6.   Management and Investment Advice....................................... 9

7.   Expenses of the Fund.................................................. 10

8.   How to Purchase and Redeem Shares in the Fund......................... 11

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

10.  Income Dividends, Capital Gains Distributions and Tax Treatment...... 12

11.  Additional Information............................................... 13

12.  Performance.......................................................... 14

13.  Shareholder Inquiries................................................ 15


                                       -i-

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1.  FEE TABLES

SHAREHOLDER TRANSACTION EXPENSES


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


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


                           Investment        Other          Total Fund
                            Advisory       Expenses*         Operating
                              Fee                             Expenses
Berger/BIAM IPT -            .00%~           1.20%~            1.20%~
International Fund


*    Other Expenses primarily include transfer agency fees, shareholder report
     expenses, registration fees and custodian fees.

~    Based on estimated expenses for the first year of operations of the Fund,
     after fee waivers and expense reimbursements. The Fund's investment advisor
     has voluntarily agreed to waive its advisory fee and expects to voluntarily
     reimburse the Fund for additional expenses to the extent that normal
     operating expenses in any fiscal year, including the investment advisory
     fee but excluding brokerage commissions, interest, taxes and extraordinary
     expenses, of the Fund exceed 1.20% of the Fund's average daily net assets.
     Absent the voluntary waiver and reimbursement, the Investment Advisory Fee
     for the Fund would be 0.90%, and its Total Fund Operating Expenses would be
     estimated to be 8.96%.

                                   EXAMPLES

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


                               1 Year      3 Years     5 Years     10 Years
Berger/BIAM IPT -               $12*        $38*         N/A          N/A
International Fund


*  Based on estimated expenses for the Fund's first year of operations.

            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. 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 the Fund will
bear directly or indirectly. THE TABLES AND EXAMPLE ABOVE DO NOT REFLECT THE
DEDUCTION OF ANY APPLICABLE CHARGES OR EXPENSES ATTRIBUTABLE TO VARIABLE
INSURANCE CONTRACTS OR QUALIFIED PLANS INVESTED IN THE FUND. PROSPECTIVE
INVESTORS SHOULD REFER TO THE APPLICABLE SEPARATE ACCOUNT PROSPECTUS OR
QUALIFIED PLAN DOCUMENTS THAT ACCOMPANY THIS PROSPECTUS FOR INFORMATION
PERTAINING TO SUCH CONTRACT CHARGES AND EXPENSES.



                                   -1-

<PAGE>


            The investment advisor for the Fund has voluntarily agreed to waive
its advisory fee and expects to voluntarily reimburse the Fund for additional
expenses to the extent that normal operating expenses in any fiscal year,
including the investment advisory fee but excluding brokerage commissions,
interest, taxes and extraordinary expenses, exceed 1.20% of the Fund's average
daily net assets. The Fund's expenses are described in greater detail under
"Management and Investment Advice" and "Expenses of the Fund."

2.  CONDENSED FINANCIAL INFORMATION

            Following is a table setting forth certain financial highlights for
the Berger/BIAM IPT International Fund for the period May 1, 1997 (commencement
of operations) to October 31, 1997. The information contained in the table is
unaudited. Additional performance information is contained in the Fund's most
recent Semi-Annual Report dated June 30, 1997, which may be obtained upon
request and without charge by calling the Berger Funds at 1-800-706-0539 or by
calling a Participating Insurance Company.



                                   -2-

<PAGE>



                     BERGER/BIAM IPT - INTERNATIONAL FUND

                             FINANCIAL HIGHLIGHTS

                 FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
         MAY 1, 1997 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31, 1997
                                 (UNAUDITED)


Net Asset Value, Beginning of Period..............................    $  10.00
                                                                         -----

Income From Investment Operations:

Net Investment Income (Loss)......................................        0.05
Net Realized and Unrealized Gains
 (Losses) on Securities...........................................       (0.58)
                                                                         ------
Total From Investment Operations..................................       (0.53)
                                                                         ------

Less Distributions:

Dividends (from net investment income)............................        0.00
Distributions (from capital gains)................................        0.00
                                                                         -----
Total Distributions...............................................        0.00
                                                                         -----

Net Asset Value, End of Period....................................    $   9.47
                                                                         =====

Total Return^*....................................................       (5.30)%
                                                                        ======

RATIOS/SUPPLEMENTAL DATA:

Net Assets, End of Period.........................................  $2,405,676

Ratios of Expenses to Average Net Assets:~+
     Net expenses.................................................        .90%
     Gross expenses...............................................       1.77%

Ratio of Net Income (Loss) to Average Net Assets~.................       1.30%

Portfolio Turnover Rate*..........................................      23.60%

Average Commission Rate...........................................     $ .0246


^ Total return reflects the effect of fees offset by earnings credits, fee
waivers and expense reimbursements, and does not reflect expenses that apply to
related variable insurance contracts. Had the fee offsets, waivers and
reimbursements not been made, and had variable contract charges been included,
total return would have been lower for the period shown.
* Based on operations for the period shown and, accordingly, is not
representative of a full year.
~ Annualized.
+ Net expenses reflect the Fund's gross (total) expenses, reduced by
fees offset by earnings credits, fee waivers and expense reimbursements. Gross
expenses and net expenses do not include the deduction of any charges or
expenses attributable to any particular variable insurance contract.



                                   -3-

<PAGE>
3.  INTRODUCTION

            The Fund is a diversified portfolio or series of the Berger
Institutional Products Trust, a management investment company. The Fund sells
and redeems its 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.
Each variable insurance contract involves fees and expenses not described in
this Prospectus. Certain contracts or plans may limit allocations to the Fund.
See the accompanying Separate Account Prospectuses or qualified retirement plan
documents for information regarding contract fees and expenses and any
restrictions on purchases or allocations.

4.  INVESTMENT OBJECTIVE AND POLICIES AND RISK FACTORS

            The Fund is a separate series of the Berger Institutional Products
Trust, with its own portfolio of securities selected to achieve its particular
investment objective. Since the shares of the Fund primarily represent an
investment in common stocks, the net asset value of the Fund will reflect
changes in the market value of the securities held in the Fund's portfolio, and
the value of a Fund share will therefore go up and down.

            The Fund has the same investment objective and follows substantially
the same investment strategies and policies as those of a publicly-offered
investment company managed by the same investment advisor (the "Berger retail
fund"). The Fund corresponds to the Berger/BIAM International Institutional
Fund. As described below under "Management and Investment Advice," the same
persons that serve as portfolio manager of the Fund also serve as portfolio
manager of the corresponding Berger retail fund.

            Although it is anticipated that the 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 the 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.

            The investment objective of the Fund is long-term capital
appreciation. The Fund seeks to achieve this objective by investing primarily in
common stocks of well established companies located outside the United States. A
company will be considered to be located outside the United States if the
principal securities trading market for its equity securities is located outside
the U.S. or it is organized under the laws of, and has a principal office in, a
country other than the U.S. The Fund may also invest in securities other than
common stock if the Fund's sub- advisor believes these are likely to be the best
suited at that time to achieve the Fund's objective. These include
equity-related securities (such as preferred stocks and convertible securities),
debt securities issued by foreign governments or foreign corporations, U.S. or
foreign short-term investments or other securities described on the following
pages. The Fund intends to diversify its holdings among several countries and to
have, under normal market conditions, at least 65% of the Fund's total assets
invested in the securities of companies located in at least five countries, not
including the United States. Current income is not an investment objective of
the Fund and any income produced will be only of secondary importance as a
by-product of the investment selection process used to achieve the Fund's
objective.

            In selecting its portfolio securities, the Fund places primary
emphasis on fundamentally undervalued stocks as determined by a range of
characteristics, including relatively low price/earnings multiples, dividend
yield, consistency of earnings growth and cash flow, financial strength,
realizable asset value and liquidity. Securities of companies with medium to
large market capitalizations usually constitute the majority of the Fund's
investments. The Fund currently considers medium to large market capitalizations
to be those in excess of $1 billion. Market capitalization is defined as total
current market value of a company's outstanding common stock. In addition, the
Fund is presently anticipated to be weighted largely toward companies located in
Western Europe (for example, the United Kingdom, Germany, France, Italy, Spain,
Switzerland, the Netherlands, Sweden, Ireland and Finland), Australia and the
Far East (for example, Japan, Hong Kong, Singapore, Malaysia, Thailand,
Indonesia and the


                                   -4-

<PAGE>


Philippines).  However, the Fund is free to invest in companies of any size and
in companies located in other foreign countries, including developing countries.

          The investment approach of the sub-advisor for the Fund is based on
"bottom-up" fundamental analysis of individual companies within a framework of
dynamic economic and business themes that are believed to provide the best
opportunities for effective stock selection. Stock selection decisions are
guided by:

O         GLOBAL ECONOMIC AND BUSINESS THEMES. The sub-advisor identifies
          economic and business themes and trends that have the potential to
          support the long-term growth prospects of companies best positioned to
          take advantage of them. These themes and trends may transcend
          political and geographic boundaries and may be global or regional in
          nature. Current themes and trends include, for example, worldwide
          growth in telecommunications and multimedia, positive banking
          environment, rapid economic development in the Pacific Basin, global
          healthcare trends and unique consumer franchises.

O         FUNDAMENTAL ANALYSIS. The sub-advisor seeks to identify companies that
          it believes are best positioned to benefit from the identified themes
          and trends. It conducts an extensive "bottom-up" analysis seeking
          individual quality companies with stocks that are fundamentally
          undervalued relative to their long-term prospective earnings growth
          rate, their historic valuation levels and their peer group. This
          process includes examining financial statements, evaluating management
          and products, assessing competitive position and strengths, as well as
          analyzing the economic variables affecting the company's operating
          environment. This in-depth, fundamental analysis is believed to be the
          most important step in identifying stock selections for the Fund.

          Actual country weightings are a by-product of the bottom-up stock
selection approach. Accordingly, the country in which a company is located is
considered by the sub-advisor to be less important than the diversity of its
sources of earnings and earnings growth.

          Investors should also be aware that investment in foreign securities
carries additional risks not present when investing in domestic securities. See
"Foreign Securities" below. The Fund is not intended as a complete or balanced
investment vehicle, but rather as an investment for persons who are in a
financial position to assume the risk and share price volatility associated with
foreign investments. As a result, the Fund should be considered as a long-term
investment vehicle.

                                     * * *

          The investment objective of the Fund is considered fundamental,
meaning that it cannot be changed without a shareholders' vote. There can be no
assurance that the Fund's investment objective will be realized. Following is
additional information about some of the other specific types of securities and
other instruments in which the Fund may invest.

          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 adverse political, social, diplomatic and economic
developments and, with respect to certain countries, the possibility of
expropriation, taxes imposed by foreign countries or limitations on the removal
of monies or other assets of the Fund. Moreover, the economies of individual
foreign countries will vary in comparison to the U.S. economy in such respects
as growth of gross domestic product, rate of inflation, capital reinvestment,
resources, self-sufficiency and balance of payments position. Securities of some
foreign companies, particularly those in developing countries, are less liquid
and more volatile than securities of comparable domestic companies. 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. The Fund's
investments may include American Depositary Receipts (ADRs). The Fund may also
invest in European Depositary Receipts (EDRs) which are similar to ADRs, in
bearer form, designed for use in the European securities markets, and in Global
Depositary Receipts (GDRs). Some of the


                                   -5-

<PAGE>
companies in which the Fund may invest may be considered passive foreign
investment companies (PFICs), which are described in greater detail in the
Statement of Additional Information.

            There also may be less publicly available information about foreign
issuers and securities than domestic issuers and securities, and foreign issuers
generally are not subject to accounting, auditing and financial reporting
standards, requirements and practices comparable to those applicable to domestic
issuers. Also, there is generally less government supervision and regulation of
exchanges, brokers, financial institutions and issuers in foreign countries than
there is in the U.S. Foreign financial markets typically have substantially less
volume than U.S. markets. Foreign markets also have different clearance and
settlement procedures and, in certain markets, delays or other factors could
make it difficult to effect transactions, potentially causing the Fund to
experience losses or miss investment opportunities.

            Costs associated with transactions in foreign securities are
generally higher than with transactions in U.S. securities. The Fund will incur
greater costs in maintaining assets in foreign jurisdictions and in buying and
selling foreign securities generally, resulting in part from converting foreign
currencies into U.S. dollars. In addition, the Fund might have greater
difficulty taking appropriate legal action with respect to foreign investments
in non-U.S. courts than with respect to domestic issuers in U.S. courts, which
may heighten the risk of possible losses through the holding of securities by
custodians and securities depositories in foreign countries.

            Since the Fund may invest in securities denominated or quoted in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect the value of the investments in its portfolio and the
unrealized appreciation or depreciation of investments insofar as U.S. investors
are concerned. If the foreign currency in which a security is denominated
appreciates against the U.S. dollar, the dollar value of the security will
increase. Conversely, a decline in the exchange rate of the foreign currency
against the U.S. dollar would adversely affect the dollar value of the foreign
securities. Foreign currency exchange rates are determined by forces of supply
and demand on the foreign exchange markets, which are in turn affected by the
international balance of payments and other economic and financial conditions,
government intervention, speculation and other factors.

            CONVERTIBLE SECURITIES. The Fund may purchase securities which are
convertible into common stock when the Fund's sub-advisor 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
Fund 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 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. 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., or
Standard & Poor's Corporation, or being of similar creditworthiness in the
determination of the sub- advisor. The Fund has 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,
the Fund will not invest in any security in default at the time of purchase or
in any nonconvertible debt securities rated below investment grade, and the 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. If convertible
securities purchased by the Fund are downgraded following purchase, or if other
circumstances cause 20% or more of the Fund's assets to be invested in
convertible securities rated below investment grade, the trustees of the Trust,
in consultation with the sub-advisor will determine what action, if any, is
appropriate in light of all relevant circumstances. For a further discussion of
debt security ratings, see Appendix A to the Statement of Additional
Information.

            SECURITIES OF SMALLER COMPANIES. The Fund may invest in securities
of companies with small- or mid-sized market capitalizations. Market
capitalization is defined as total current market value of a company's
outstanding common stock. Investments in companies with smaller market
capitalizations may involve greater risks and price volatility (that is, more
abrupt or erratic price movements) than investments in larger, more mature
companies since smaller companies may be at an earlier stage of development and
may have limited product lines, reduced market liquidity for their shares,
limited financial resources or less depth in management than larger or more
established companies. Smaller companies also may be less significant factors
within their industries and may have
                                   -6-

<PAGE>
difficulty withstanding competition from larger companies. While smaller
companies may be subject to these additional risks, they may also realize more
substantial growth than larger or more established companies.

            UNSEASONED ISSUERS. The Fund may invest to a limited degree in
securities of unseasoned issuers. Unseasoned issuers are companies with a record
of less than three years' continuous operation, even including the operations of
any predecessors and parents. Unseasoned issuers by their nature have only a
limited operating history which can be used for evaluating the company's growth
prospects. As a result, investment decisions for these securities may place a
greater emphasis on current or planned product lines and the reputation and
experience of the company's management and less emphasis on fundamental
valuation factors than would be the case for more mature growth companies. In
addition, many unseasoned issuers may also be small companies and involve the
risks and price volatility associated with smaller companies. The Fund may
invest up to 5% of its total assets in such securities.

            REPURCHASE AGREEMENTS. The 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
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 the Fund's investment in
illiquid and restricted securities.

            LENDING PORTFOLIO SECURITIES. The Fund may lend its portfolio
securities to qualified institutional investors such as brokers, dealers or
other financial organizations. This practice permits the Fund to earn income,
which, in turn, can be invested in additional securities to pursue the Fund's
investment objective. Loans of securities by the 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. The 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. The Fund will not
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.

            HEDGING TRANSACTIONS. The Fund is authorized to make limited
commitments in certain forward contracts, but only for the purpose of hedging,
that is, protecting against the risk of market movements that may adversely
affect the value (in foreign currency or U.S. dollar terms) of the Fund's
securities or the price of securities that the Fund is considering purchasing.
Forward contracts are obligations between two parties to exchange particular
goods or instruments (such as foreign currencies) at a set price on a future
date. The Fund currently intends that it will use forward contracts only for
hedging purposes and that it may enter into forward foreign currency exchange
contracts, provided the aggregate value of all outstanding contracts does not
exceed the value of the Fund's assets. Although a hedging transaction may, for
example, partially protect the Fund from a decline in the foreign exchange price
of a particular security or its portfolio generally, hedging may also limit the
potential return to the Fund due to positive foreign exchange movements, and the
cost of the transaction will reduce the potential return on the security or the
portfolio. In addition, forward foreign currency exchange contracts do not
eliminate fluctuations in the prices of the underlying securities the Fund owns
or intends to acquire.

            The Fund will generally enter into forward foreign currency exchange
contracts either with respect to specific transactions or with respect to the
Fund's security positions. For example, the Fund may enter into a forward
contract in order to fix the price (in terms of a specified currency, which may
be U.S. dollars or a foreign
                                   -7-

<PAGE>
currency) for securities it has agreed to buy or sell or is considering buying
or selling. Further, when the sub-advisor believes that a particular foreign
currency in which some or all of the Fund's investments are denominated may
decline compared to the U.S. dollar, the Fund may enter into a forward contract
to sell the currency that is expected to decline (or another currency which acts
as a proxy for that currency). However, the Fund will be permitted to make such
investments for hedging purposes only, and only if the aggregate amount of its
obligations under these contracts does not exceed the total market value of the
assets the Fund is attempting to hedge, such as a portion or all of its
securities denominated in a specific foreign currency. To ensure that the Fund
will be able to meet its obligations under its forward foreign currency exchange
contracts, the Fund will be required to place liquid assets in a segregated
account with its custodian bank or to set aside securities to "cover" its
commitments in these contracts.

            Forward foreign currency exchange contracts are privately negotiated
(i.e., over-the-counter) and the parties may agree to offset or terminate the
contract before its maturity or may hold the contract to maturity and complete
the contemplated delivery of the underlying foreign currency. Transactions in
forward foreign currency exchange contracts by the Fund involve the potential
for a loss that may exceed the amount of commitment the Fund would be permitted
to make in those contracts under its investment limitations. The principal risks
of the Fund's use of forward foreign currency exchange contracts are: (a) losses
resulting from currency market movements not anticipated by the Fund; (b)
possible imperfect correlation between movements in the prices of forward
contracts and movements in the spot (i.e., cash) prices of the currencies hedged
or used to cover such positions; (c) lack of assurance that the Fund will be
able to enter into an offset or termination of the contract at any particular
time; (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 forward contracts in order to facilitate the
Fund's qualification for beneficial tax treatment afforded "regulated investment
companies" under the Internal Revenue Code of 1986. In addition, when the 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.

            Although they currently have no intention of doing so, the trustees
of the Fund may, without shareholder approval, authorize the Fund to invest in
certain types of other instruments for hedging purposes, such as financial
futures and options. Appropriate notice to shareholders will be provided of any
intention to commence investing in such instruments. Additional detail
concerning the Fund's transactions in forwards, futures and options and the
risks of such investments can be found in the Statement of Additional
Information.

            ILLIQUID SECURITIES. The Fund is authorized to invest in securities
which are illiquid or not readily marketable because they are subject to
restrictions on their resale ("restricted securities") or because, based upon
their nature or the market for such securities, no ready market is available.
However, the Fund may not 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. If securities become illiquid following
purchase or other circumstances cause more than 15% of the Fund's net assets to
be invested in illiquid securities, the trustees of the Trust, in consultation
with the sub-advisor, will determine what action, if any, is appropriate in
light of all relevant circumstances. Repurchase agreements maturing in more than
seven days will be considered as illiquid for purposes of this restriction.
Certain restricted securities, such as Rule 144A securities, may be treated as
liquid under this restriction if a determination is made that such securities
are readily marketable. Investments in illiquid securities involve certain risks
to the extent that 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, the
Fund might have to incur the potentially substantial expense and delay
associated with effecting registration.

INVESTMENT RESTRICTIONS

            In addition to its investment objective, the Fund has adopted a
number of restrictions on its investments and other activities that may not be
changed without shareholder approval. For example, the 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 total 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

                                   -8-
<PAGE>


Fund's investment policies). The Fund may not invest in any one industry more
than 25% of the value of its total assets at the time of investment, nor invest
in commodities, except, only for the purpose of hedging, in certain futures,
forwards and/or options as specified in greater detail above and in the
Statement of Additional Information.

            Further, the Fund may not purchase securities of any issuer (except
U.S. Government securities) if, immediately after and as a result of such
purchase, the value of the 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,
although this restriction may be reduced to apply to 75% or more of the Fund's
total assets without a shareholder vote. Also, the Fund currently does not
intend to make short sales of securities and the Fund 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 also be changed without shareholder approval. For more
detail about the Fund's investment restrictions, see the Statement of Additional
Information.

5.  PORTFOLIO TURNOVER

            In pursuit of the Fund's investment objective, management
continuously monitors the Fund's investments and makes portfolio changes
whenever changes in the markets, industry trends or the outlook for any
portfolio security indicate to them that the objective could be better achieved
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 the Fund due to economic, market or other
factors that are not within the control of management.

6.  MANAGEMENT AND INVESTMENT ADVICE

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

            The investment advisor to the Fund is BBOI Worldwide LLC ("BBOI
Worldwide"), 210 University Boulevard, Denver, CO 80206. BBOI Worldwide
oversees, evaluates and monitors the investment advisory services provided to
the Fund by the Fund's sub-advisor and is responsible for furnishing
administrative services to the Fund, such as coordinating certain matters
relating to the operations of the Fund and monitoring the Fund's compliance with
all applicable federal and state securities laws.

            BBOI Worldwide is a Delaware limited liability company formed in
1996. Since BBOI Worldwide was only recently formed, it has only limited prior
experience as an investment advisor. However, BBOI Worldwide is a joint venture
between Berger Associates and Bank of Ireland Asset Management (U.S.) Limited
("BIAM"), the sub-advisor to the Fund, which have both been in the investment
advisory business for many years.

            Berger Associates and BIAM each own a 50% membership interest in
BBOI Worldwide and each have an equal number of representatives on BBOI
Worldwide's Board of Managers. Berger Associates' role in the joint venture is
to provide administrative services and BIAM's role is to provide international
and global investment management expertise. Agreement of representatives of both
Berger Associates and BIAM is required for all significant management decisions
for BBOI Worldwide.

            Berger Associates serves as investment advisor or sub-advisor to
mutual funds and other institutional investors, and had assets under management
of more than $3.5 billion as of December 31, 1996. Kansas City Southern
Industries, Inc. ("KCSI") owns approximately 87% of the outstanding shares of
Berger Associates. KCSI is a publicly traded holding company with principal
operations in rail transportation, through its subsidiary The Kansas City
Southern Railway Company, and financial asset management businesses. KCSI also
owns approximately 41% of the outstanding shares of DST Systems, Inc. ("DST"), a
publicly traded information and transaction processing company which also acts
as the Fund's sub-transfer agent.



                                   -9-

<PAGE>


            Since its founding in 1966, Bank of Ireland's investment management
group has become recognized among international and global investment managers,
serving clients in Europe, the United States, Canada, Australia and South
Africa. BIAM, the sub-advisor to the Fund, is an indirect wholly-owned
subsidiary of Bank of Ireland. Bank of Ireland, founded in 1783, is a publicly
traded, diversified financial services group with business operations worldwide.
Bank of Ireland provides investment management services through a network of
related companies, including BIAM which serves primarily institutional clients
in the United States and Canada. Bank of Ireland and its affiliates managed
assets for clients worldwide in excess of $21 billion as of December 31, 1996.

            As permitted in its Investment Advisory Agreement with the Fund,
BBOI Worldwide has delegated day-to-day portfolio management responsibility to
BIAM, as the sub-advisor. As sub-advisor, BIAM manages the investments in the
Fund and determines what securities and other investments will be purchased,
retained, sold or loaned, consistent with the investment objective and policies
established by the trustees of the Trust. BIAM serves as investment advisor or
sub-advisor to pension and profit-sharing plans and other institutional
investors and mutual funds. BIAM also acts as sub-advisor for and is responsible
for the day-to-day management of the portfolio in which the assets of the
Berger/BIAM International Institutional Fund are invested. BIAM's main offices
are at 26 Fitzwilliam Place, Dublin 2, Ireland. BIAM maintains a representative
office at 2 Greenwich Plaza, Greenwich, CT 06830.

            All investment decisions made for the Fund by its sub-advisor are
made by a team of BIAM investment personnel. No one individual is primarily
responsible for making the day-to-day investment decisions for the Fund. Most of
the investment professionals at BIAM have been with BIAM at least 10 years.

            Bank of Ireland or its affiliates may have deposit, loan or other
commercial or investment banking relationships with the issuers of securities
which may be purchased by the Fund, including outstanding loans to such issuers
which could be repaid in whole or in part with the proceeds of securities
purchased by the Fund. Federal law prohibits the sub-advisor, in making
investment decisions, from using material non-public information in its
possession or in the possession of any of its affiliates. In addition, in making
investment decisions for the Fund, BIAM will not take into consideration whether
an issuer of securities proposed for purchase or sale by the Fund is a customer
of Bank of Ireland or its affiliates.

            Under its Investment Advisory Agreement with BBOI Worldwide, the
Fund compensates BBOI Worldwide for its investment advisory services 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 Fund pays no fees directly to BIAM, the sub-advisor.
Under a Sub- Advisory Agreement with BBOI Worldwide, BIAM receives from BBOI
Worldwide a fee at the annual rate of .4 of 1% (0.40%) of the average daily net
assets of the Fund. During certain periods, BIAM may voluntarily waive all or a
portion of its fee under the Sub-Advisory Agreement, which will not affect the
fee paid by the Fund to the BBOI Worldwide.

            From time to time, BBOI Worldwide may compensate Participating
Insurance Companies or their affiliates whose customers hold shares of the Fund
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 Fund by the compensated Participating Insurance Company, depending on the
nature, extent and quality of the services provided, will be paid from BBOI
Worldwide's own resources and not from the assets of the Fund.

7.  EXPENSES OF THE FUND

            The Fund has appointed Investors Fiduciary Trust Company ("IFTC") as
its recordkeeping and pricing agent to calculate the daily net asset value of
the Fund and to perform certain accounting and recordkeeping functions required
by the Fund. In addition, IFTC also serves as the Fund's custodian, transfer
agent and dividend disbursing agent. IFTC has engaged DST as sub-agent to
provide transfer agency and dividend disbursing services for the Fund. As noted
in the preceding section, approximately 41% of the outstanding shares of DST are
owned by KCSI.


                                   -10-

<PAGE>


            For custodian, recordkeeping and pricing services, the Fund pays
fees to IFTC based on a percentage of its assets, subject to certain minimums.
The 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 Fund to IFTC and in turn passed through to
DST as sub-agent. In addition, the Fund reimburses IFTC and DST for certain
out-of-pocket expenses.

            The trustees of the Fund have authorized portfolio transactions to
be placed on an agency basis through DST Securities, Inc. ("DSTS"), a
wholly-owned broker-dealer subsidiary of DST. When transactions for the Fund are
effected through DSTS, the commission 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 commission is retained by DSTS.

            In addition, under a separate Administrative Services Agreement with
the Fund, BBOI Worldwide performs administrative and recordkeeping services for
the Fund and the Fund pays BBOI Worldwide a fee at the annual rate of 1/100 of
1% (0.01%) of its average daily net assets. Under a Sub-Administration Agreement
between the BBOI Worldwide and Berger Associates, Berger Associates has been
delegated all of BBOI Worldwide's duties under the Administrative Services
Agreement and BBOI Worldwide's administrative duties under the Investment
Advisory Agreement for the Berger/BIAM IPT - International Fund. For its
services under the Sub-Administration Agreement, BBOI Worldwide pays Berger
Associates a fee of .2 of 1% (0.20%) of the average daily net assets of the
Fund. During certain periods, Berger Associates may voluntarily waive all or a
portion of its fee from BBOI Worldwide, which will not affect the fee paid by
the Fund to BBOI Worldwide under the Administrative Services Agreement or the
advisory fee paid to BBOI Worldwide under the Investment Advisory Agreement. The
Fund also incurs other expenses, including accounting, administrative and legal
expenses.

            BBOI Worldwide has voluntarily agreed to waive its advisory fee and
expects to voluntarily reimburse the Fund for additional expenses to the extent
that normal operating expenses in any fiscal year, including the investment
advisory fee but excluding brokerage commissions, interest, taxes and
extraordinary expenses, of the Fund exceed 1.20% of the Fund's average daily net
assets.

DISTRIBUTOR

            The distributor (principal underwriter) of the Fund's shares is
Berger Distributors, Inc. (the "Distributor"), 210 University Boulevard, Suite
900, Denver, CO 80206. The Distributor may be reimbursed by Berger Associates
for its costs in distributing the Fund's shares. The Distributor is a
wholly-owned subsidiary of Berger Associates, and certain officers of the Trust
are officers or directors of the Distributor.

8.  HOW TO PURCHASE AND REDEEM SHARES IN THE FUND

            Shares of the Fund are sold by the Fund on a continuous basis to
separate accounts of Participating Insurance Companies or to qualified plans.
Investors may not purchase or redeem shares of the Fund 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 the Fund,
change existing allocation among investment alternatives, including the Fund, or
select the Fund as an investment option for a qualified plan. No sales charge is
imposed upon the purchase or redemption of shares of the Fund. 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 the Fund,
its agent or its designee. 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.


                                   -11-

<PAGE>


9.  HOW THE NET ASSET VALUE IS DETERMINED

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

            The per share net asset value of the 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. All
assets and liabilities initially expressed in terms of non-U.S. dollar
currencies are translated into U.S. dollars at the prevailing market rates as
quoted by one or more banks or dealers shortly before the close of the Exchange.
See the Statement of Additional Information for more detailed information.

            Generally, trading in foreign securities markets is substantially
completed each day at various times prior to the close of the Exchange. The
values of foreign securities used in computing the net asset value of the shares
of the Fund are determined as of the earlier of such market close or the closing
time of the Exchange. Occasionally, events affecting the value of such
securities may occur between the times at which they are determined and the
close of the Exchange, or when the foreign market on which such securities trade
is closed but the Exchange is open, which will not be reflected in the
computation of net asset value. If during such periods, events occur which
materially affect the value of such securities, the securities will be valued at
their fair market value as determined in good faith pursuant to consistently
applied procedures established by the trustees.

            The Fund's securities may be listed primarily on foreign exchanges
or over-the-counter dealer markets which may trade on days when the Exchange is
closed (such as customary U.S. holidays) and the Fund's net asset value is not
calculated. As a result, the net asset value of the Fund may be significantly
affected by such trading on days when shareholders cannot purchase or redeem
shares of the Fund.

            Since the Fund does not impose 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 the Fund.

10.  INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT

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

            All dividends and capital gains distributions paid by the Fund will
be automatically reinvested in shares of the 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.

            The Fund 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 it so qualifies and meets certain minimum distribution
requirements, the Fund generally will not be liable for Federal income tax on
the amount of its earnings that are timely distributed. In addition, the 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


                                   -12-

<PAGE>


consequences for the owners of variable insurance contracts and qualified plan
participants, consult the appropriate Separate Account Prospectus or plan
documents.

11.  ADDITIONAL INFORMATION

            The Fund is a separate series or portfolio 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. The series comprising the Fund was established under the
Trust in March 1997. Currently, there are a total of four series (including the
Fund) established under the Trust, although others may be added in the future.
Shares of the Fund are fully paid and non-assessable when issued. Each share has
a par value of $.01. All shares issued by the 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 Fund, rather than individual
contract owners or plan participants, are the shareholders of the Fund. 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 the Fund generally vote separately on matters
relating to the 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 the Fund has one
vote. Shares of the Fund have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of trustees can
elect 100% of the trustees if they choose to do so and, in such event, the
holders of the remaining less than 50% of the shares voting for the election of
trustees will not be able to elect any person or persons as trustees. The Fund
is not 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 Fund will
facilitate appropriate communications by shareholders desiring to call a special
meeting for the purpose of considering the removal of a trustee.

            The 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 BBOI Worldwide and that may be
unaffiliated with one another. The Fund currently does not foresee any
disadvantages to policyowners arising out of the fact that the 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 the Fund and to
substitute shares of another fund. As a result, the Fund may be forced to sell
securities at disadvantageous prices. In addition, the trustees may refuse to
sell shares of the Fund to any separate account or qualified plan or may suspend
or terminate the offering of shares of the 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 Fund's 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 Fund.



                                   -13-

<PAGE>


            Owners of variable insurance contracts and qualified plan
administrators invested in the Fund will receive annual and semiannual reports
including the financial statements of the Fund. Each report will show the
investments owned by the Fund and the market values thereof, as well as other
information about the Fund and its operations.

            The Glass-Steagall Act prohibits a depository institution and
certain affiliates from underwriting or distributing most securities and from
affiliating with businesses engaged in certain similar activities. BIAM
believes, based on advice of its counsel, that it may perform the services for
the Fund contemplated by this Prospectus consistent with the Glass-Steagall Act
and other applicable banking laws and regulations. However, future changes in
either Federal or state statutes and regulations concerning the permissible
activities of banks and their affiliates, as well as future judicial or
administrative decisions or interpretations of present and future statutes and
regulations, might prevent BIAM from continuing to perform those services for
the Fund. If the circumstances described above should change, the trustees of
the Trust would review the relationships with BIAM and consider taking all
actions appropriate under the circumstances.

12.  PERFORMANCE

            From time to time in advertisements, the Fund may discuss its
performance ratings as published by recognized mutual fund statistical services,
such as Lipper Analytical Services, Inc., CDA Investment Technologies, Inc., or
Morningstar, Inc., or Value Line Investment Survey 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 Fund
may compare its performance to that of recognized broad-based securities market
indices, including the Standard & Poor's 500 Stock Index, the Morgan Stanley
Capital International EAFE (Europe, Australasia, Far East) Index, the Dow Jones
World Index or the Nasdaq Composite Index, or more narrowly-based indices which
reflect the market sectors in which the Fund invests.

            The total return of the 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.

            The 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
the Fund. Because average annual total returns for more than one year tend to
smooth out variations in the Fund's return, investors should recognize that such
figures are not the same as actual year-by-year results.

            The Fund's total return includes the effect of deducting the 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
Fund can be purchased only through a variable insurance contract or qualified
plan, the Fund's 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 the 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 Fund 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.



                                   -14-

<PAGE>


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.



                                   -15-



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