BERGER INSTITUTIONAL PRODUCTS TRUST, 485APOS, 1998-03-02

BERGER INSTITUTIONAL PRODUCTS TRUST
485APOS, 1998-03-02

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<PAGE>

1933 Act File No. 033-63493
1940 Act File No. 811-07367

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 5 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 6 /X/

(Check appropriate box or boxes)

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

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

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

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

Approximate Date of Proposed Public Offering: As soon as practicable after this
post-effective amendment becomes effective.

It is proposed that this filing will become effective: (check appropriate box)

/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/X/ 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Title of Securities Being Registered Shares of Beneficial Interest of the
Berger IPT - 100 Fund, the Berger IPT - Growth and Income Fund, the Berger IPT -
Small Company Growth Fund and the Berger/BIAM IPT - International Fund

<PAGE>

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

Cross-Reference Sheet Pursuant to Rule 481

ITEM NO. AND CAPTION IN FORM N-1A NUMBER OF SECTION
- - --------------------------------- -----------------

A. PROSPECTUS

1. Cover Page Cover Page
2. Synopsis Section 1
3. Condensed Financial Information Section 2
4. General Description of Registrant Sections 3, 4, 5 and 11
5. Management of the Fund Sections 6 and 7
5A. Management's Discussion of Fund In Annual Report
Performance
6. Capital Stock and Other Sections 10, 11 and 12
Securities
7. Purchase of Securities Being Sections 8 and 9
Offered
8. Redemption or Repurchase Section 8
9. Pending Legal Proceedings Not Applicable

B. STATEMENT OF ADDITIONAL INFORMATION

10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Section 12
13. Investment Objectives and Sections 1 and 2
Policies
14. Management of the Funds Section 3
15. Control Persons and Principal Sections 3 and 12
Holders of Securities
16. Investment Advisory and Other Sections 3, 4, 5 and 12
Services
17. Brokerage Allocation and Other Sections 1 and 6
Practices
18. Capital Stock and Other Section 12
Securities
19. Purchase, Redemption and Pricing Sections 7, 8 and 9
of Securities Being Offered
20. Tax Status Section 10
21. Underwriters Sections 5 and 12
22. Calculations of Performance Data Section 11
23. Financial Statements Financial Statements
<PAGE>

PROSPECTUS

Berger Institutional Products Trust (the "Trust") is an open-end management
investment company. The Trust currently consists of the four diversified series
or portfolios named below (individually referred to as a "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 - SMALL COMPANY GROWTH FUND - The investment objective of the Berger
IPT - Small Company Growth Fund is capital appreciation. In pursuit of that
goal, the Fund invests primarily in small companies (market capitalizations of
less than $1 billion at the time of initial purchase) with the potential for
rapid earnings growth that either occupy a dominant position in an emerging
industry or have a growing market share in a larger, fragmented industry.

BERGER IPT - 100 FUND - The investment objective of the Berger IPT - 100 Fund is
long-term capital appreciation. The Fund pursues its goal by primarily
investing in common stocks of established companies regardless of the company's
size. The Fund's investment manager seeks companies it believes have good
earnings growth potential.

BERGER/BIAM IPT - INTERNATIONAL FUND - The investment objective of the
Berger/BIAM IPT - International Fund is long-term capital appreciation. The Fund
pursues its goal by investing in a portfolio consisting primarily of common
stocks of well-established foreign companies. The investment manager first
identifies economic and business themes that it believes provide a favorable
framework for selecting stocks. Using fundamental analysis, the investment
manager then selects individual companies best positioned to take advantage of
opportunities presented by these themes.

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. To pursue these
goals, the Fund invests primarily in securities of well-established, growing
companies that have demonstrated a pattern of earnings growth and stability and
are also expected to provide current income.

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 ("Separate Account Prospectus") 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 May 1,
1998, as it may be amended or supplemented from time to time, 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 call 1-303-329-0200 or 1-800-706-0539 or by
writing or calling a Participating Insurance Company.

INVESTMENTS IN THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK (INCLUDING BANK OF IRELAND). SHARES OF THE FUNDS ARE
NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN THE FUNDS 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, 1998

<PAGE>

Table of Contents

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

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

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

3. Introduction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

4. Investment Objectives and Policies and Risk Factors . . . . . . . . . . 7

5. Portfolio Turnover. . . . . . . . . . . . . . . . . . . . . . . . . . . 13

6. Management and Investment Advice. . . . . . . . . . . . . . . . . . . . 13

7. Expenses of the Funds . . . . . . . . . . . . . . . . . . . . . . . . . 16

8. How to Purchase and Redeem Shares in the Funds. . . . . . . . . . . . . 17

9. How the Net Asset Value Is Determined . . . . . . . . . . . . . . . . . 17

10. Income Dividends, Capital Gains Distributions and Tax Treatment . . . . 18

11. Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . 18

12. Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

-i-

<PAGE>

1. FEE TABLES

SHAREHOLDER TRANSACTION EXPENSES (APPLICABLE TO ALL FOUR FUNDS)

<TABLE>
- - ------------------------------------------------------------------------------
<S> <C>
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%
- - ------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------
Investment Advisory Total Fund Operating
Fee (after waivers and Other Expenses (after waivers
reimbursements)^ Expenses* and reimbursements)^
- - ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Berger IPT - 100 Fund .00% 1.00% 1.00%
- - ------------------------------------------------------------------------------------------------------------
Berger IPT - Growth and Income Fund .00% 1.00% 1.00%
- - ------------------------------------------------------------------------------------------------------------
Berger IPT - Small Company Growth Fund .00% 1.15% 1.15%
- - ------------------------------------------------------------------------------------------------------------
Berger/BIAM IPT - International Fund .00% 1.20% 1.20%
- - ------------------------------------------------------------------------------------------------------------
</TABLE>

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

^ The Funds' investment advisors have voluntarily agreed to waive their
advisory fees and have voluntarily reimbursed the Funds 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 each of the Berger IPT - 100
Fund and the Berger IPT - Growth and Income Fund exceed 1.00%, the normal
operating expenses in any fiscal year of the Berger IPT -Small Company
Growth Fund exceed 1.15% and the normal operating expenses in any fiscal
year of the Berger/BIAM IPT - International Fund exceed 1.20%, of the
respective Fund's average daily net assets. Absent the voluntary waiver
and reimbursement, the Investment Advisory Fee for the Berger IPT - 100
Fund, Berger IPT - Growth and Income Fund, the Berger IPT - Small Company
Growth Fund and the Berger/BIAM IPT - International Fund would have been
0.75%, 0.75%, 0.90% and 0.90%, respectively, and their Total Fund Operating
Expenses would have been 9.18%, 9.62%, 5.81% and 3.83%, respectively.

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>
<CAPTION>
- - --------------------------------------------------------------------------------
1 Year 3 Years 5 Years 10 Years
- - --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Berger IPT - 100 Fund $10 $32 $55 $122
Berger IPT - Growth and Income Fund $10 $32 $55 $122
Berger IPT - Small Company Growth Fund $12 $37 $63 $140
Berger/BIAM IPT - International Fund $12* $38* $66* $145*
- - --------------------------------------------------------------------------------
</TABLE>

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

-1-

<PAGE>

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 any of the
Funds 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 FUNDS.
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. The Funds' expenses are
described in greater detail under "Management and Investment Advice" and
"Expenses of the Funds."

2. CONDENSED FINANCIAL INFORMATION

Following are tables setting forth certain financial highlights of each
Fund. The information has been audited by Price Waterhouse LLP, independent
accountants, whose report thereon is incorporated by reference from the Funds'
1997 Annual Report into the Statement of Additional Information. Additional
performance information is contained in the Funds' most recent Annual Report
dated December 31, 1997, 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>

BERGER IPT - 100 FUND

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
For a Share Outstanding
Throughout the Year
Ended December 31,
-------------------------
1997 1996*
---------- ----------
<S> <C> <C>
Net asset value, beginning of period . . . . . . . . . . . . . . $ 10.39 $ 10.00
---------- ----------
Income (loss) from investment operations:
Net investment income (loss). . . . . . . . . . . . . . . . . .01 .03
Net realized and unrealized gains (losses) on securities. . . 1.39 .36
---------- ----------
Total from investment operations . . . . . . . . . . . . . . . . 1.40 .39
---------- ----------
Less distributions:
Dividends (from net investment income). . . . . . . . . . . . (.04) 0.00
Distributions (from capital gains). . . . . . . . . . . . . . (.64) 0.00
---------- ----------

Total distributions. . . . . . . . . . . . . . . . . . . . . . . (.68) 0.00
---------- ----------

Net asset value, end of period . . . . . . . . . . . . . . . . . $ 11.11 $ 10.39
---------- ----------
---------- ----------

Total Return(1). . . . . . . . . . . . . . . . . . . . . . . . . 13.76% 3.90%(4)

Ratios/Supplemental Data:
Net assets, end of period . . . . . . . . . . . . . . . . . . . $1,233,892 $ 331,296
Net expense ratio to average net assets. . . . . . . . . . . . . .88% .93%(2)
Ratio of net income (loss) to average net assets . . . . . . . . .51% .50%(2)
Gross expenses to average net assets(3). . . . . . . . . . . . . 9.18% 7.69%(2)
Portfolio turnover rate. . . . . . . . . . . . . . . . . . . . . 246% 56%(4)
Average commission rate. . . . . . . . . . . . . . . . . . . . . $ 0.0600 $ 0.0590
</TABLE>

* For the period May 1, 1996 (commencement of operations) to December 31,
1996.

1. Total return does not reflect expenses that apply to related variable
insurance contracts. Had variable contract charges been included, total
return would have been lower.
2. Annualized.

3. During the period, certain expenses were reduced as a result of voluntary
fee reductions, expense reimbursements and/or earnings credits. If such
reductions had not occurred, the ratios would have been as indicated.
Gross expenses and net expenses do not include the deduction of any charges
or expenses attributable to any particular variable insurance contract.

4. Based on operations for the period shown and accordingly, is not
representative of a full year.

-3-

<PAGE>

BERGER IPT - GROWTH AND INCOME FUND

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
For a Share Outstanding
Throughout the Year
Ended December 31,
-------------------------
1997 1996*
---------- ----------
<S> <C> <C>
Net asset value, beginning of period . . . . . . . . . . . . . . $ 11.14 $ 10.00
---------- ----------
Income (loss) from investment operations:
Net investment income (loss). . . . . . . . . . . . . . . . . .01 .10
Net realized and unrealized gains (losses) on securities. . . 2.75 1.04
---------- ----------
Total from investment operations . . . . . . . . . . . . . . . . 2.76 1.14
---------- ----------

Less distributions:
Dividends (from net investment income). . . . . . . . . . . . (.10) .00
Distributions (from capital gains). . . . . . . . . . . . . . (.39) .00
Distributions in excess of capital gains. . . . . . . . . . . (.02) .00
---------- ----------
Total distributions. . . . . . . . . . . . . . . . . . . . . . . (.51) .00
---------- ----------
Net asset value, end of period . . . . . . . . . . . . . . . . . $ 13.39 $ 11.14
---------- ----------
---------- ----------
Total Return(1) . . . . . . . . . . . . . . . . . . . . . . . . 24.99% 11.40%(4)

Ratios/Supplemental Data:
Net assets, end of period . . . . . . . . . . . . . . . . . . . $1,501,118 $ 344,373
Net expense ratio to average net assets. . . . . . . . . . . . . .87% .94%(2)
Ratio of net income (loss) to average net assets . . . . . . . . 1.39% 1.80%(2)
Gross expenses to average net assets3. . . . . . . . . . . . . . 9.62% 7.70%(2)
Portfolio turnover rate. . . . . . . . . . . . . . . . . . . . . 215% 60%(4)
Average commission rate. . . . . . . . . . . . . . . . . . . . . $ 0.0605 $ 0.0756
</TABLE>

* For the period May 1, 1996 (commencement of operations) to
December 31, 1996.
1. Total return does not reflect expenses that apply to related variable
insurance contracts. Had variable contract charges been included, total
return would have been lower.
2. Annualized.

4. Based on operations for the period shown and accordingly, is not
representative of a full year.

-4-

<PAGE>

BERGER IPT - SMALL COMPANY GROWTH FUND

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
For a Share Outstanding
Throughout the Year
Ended December 31,
-------------------------
1997 1996*
---------- ----------
<S> <C> <C>
Net asset value, beginning of period . . . . . . . . . . . . . . $ 9.95 $ 10.00
---------- ----------
Income (loss) from investment operations:
Net investment income (loss). . . . . . . . . . . . . . . . . 0.00(5) .01
Net realized and unrealized gains (losses) on securities. . . 2.11 (.06)
---------- ----------
Total from investment operations . . . . . . . . . . . . . . . . 2.11 (.05)
---------- ----------

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 . . . . . . . . . . . . . . . . . $ 12.06 $ 9.95
---------- ----------
---------- ----------
Total Return(1). . . . . . . . . . . . . . . . . . . . . . . . . 21.21% (.50)%(4)

Ratios/Supplemental Data:
Net assets, end of period . . . . . . . . . . . . . . . . . . . $2,719,559 $ 291,362
Net expense ratio to average net assets. . . . . . . . . . . . . 1.06% .95%(2)
Ratio of net income (loss) to average net assets . . . . . . . . .05% .14%(2)
Gross expenses to average net assets(3). . . . . . . . . . . . . 5.81% 8.57%(2)
Portfolio turnover rate. . . . . . . . . . . . . . . . . . . . . 194% 80%(4)
Average commission rate. . . . . . . . . . . . . . . . . . . . . $ 0.0601 $ 0.0391
</TABLE>

4. Based on operations for the period shown and accordingly, is not
representative of a full year.
5. Net investment income was less than $0.01 per share.

-5-

<PAGE>

BERGER/BIAM IPT - INTERNATIONAL FUND

FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
For a Share Outstanding
Throughout the Period
Ended December 31,
-----------------------
1997*
----------
<S> <C>
Net asset value, beginning of period . . . . . . . . . . . . . . $ 10.00
----------
Income (loss) from investment operations:. . . . . . . . . . . .
Net investment income (loss). . . . . . . . . . . . . . . . . .05
Net realized and unrealized gains (losses) on securities. . . (.26)
----------
Total from investment operations . . . . . . . . . . . . . . . . (.21)
----------

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 . . . . . . . . . . . . . . . . . $ 9.79
----------
Total Return(1) . . . . . . . . . . . . . . . . . . . . . . . . . (2.10)%(4)

Ratios/Supplemental Data:
Net assets, end of period. . . . . . . . . . . . . . . . . . . . $2,705,831
Net expense ratio to average net assets. . . . . . . . . . . . . .98%(2)
Ratio of net income (loss) to average net assets . . . . . . . . .86%(2)
Gross expenses to average net assets(3). . . . . . . . . . . . . 3.83%(2)
Portfolio turnover rate. . . . . . . . . . . . . . . . . . . . . 14%(4)
Average commission rate. . . . . . . . . . . . . . . . . . . . . $ 0.0220
</TABLE>

* For the period May 1, 1997 (commencement of operations) to December 31,
1997.
1. Total return does not reflect expenses that apply to related variable
insurance contracts. Had variable contract charges been included, total
return would have been lower.
2. Annualized.

4. Based on operations for the period shown and accordingly, is not
representative of a full year.

-6-

<PAGE>

3. INTRODUCTION

The Funds 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. 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 or plan and certain contracts or plans may
limit allocations among the Funds. 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.

This Prospectus describes the securities offered by each of the Funds.
Because the Funds have many of the same 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

Each of the Funds 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 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.

The Funds have the same investment objectives and follow substantially the
same investment strategies and policies as those of certain publicly-offered
investment companies managed by the same investment advisors (the "Berger retail
funds"). The Berger IPT - 100 Fund corresponds to the Berger 100
Fund-Registered Trademark-. 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-Registered Trademark-.
The Berger/BIAM IPT -International Fund corresponds to the Berger/BIAM
International Institutional Fund. 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.

BERGER IPT - 100 FUND. The investment objective of the Berger IPT - 100
Fund is long-term capital appreciation. The Fund pursues its goal by primarily
investing in common stocks of established companies regardless of the company's
size. The Fund's investment manager seeks companies it believes have good
earnings growth potential. The Fund does not invest to provide current income.

The Fund's investment manager generally looks for companies with:

- Potential to increase earnings consistently and which reinvest their
profits rather than pay dividends
- Reasonably priced securities and which are well-positioned in growing,
under-penetrated or fragmented industries or sectors
- Strong, capable management teams and conservatively financed balance
sheets.

The Fund primarily invests in common stocks. The Fund may sometimes take
substantial positions in convertible securities, preferred stocks, corporate
bonds, government securities or other short-term investments. The Fund may also
invest in foreign securities.

-7-

<PAGE>

Because the Fund primarily invests in common stocks, its NAV will fluctuate
in response to stock market movements. In addition, the Fund may invest in
certain securities with unique risks, such as small company and foreign
securities. Also, the Fund's investments may become focused in a small number
of business sectors.

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. To pursue these
goals, the Fund invests primarily in securities of well-established, growing
companies that have demonstrated a pattern of earnings growth and stability and
are also expected to provide current income.

The Fund's investment manager generally looks for companies with:

- Competitive products and services and a successful orientation to global
markets
- Higher than average rate of earnings growth with somewhat lower dividend
yields
- Strong, capable management teams and conservatively financed balance
sheets.

The Fund primarily invests in common stocks and other securities with
equity features, such as convertible securities and preferred stocks. Common
stocks of companies with mid-sized to large market capitalizations usually
constitute a majority of the Fund's investments, although it may also invest in
smaller companies when valuations are attractive. The Fund may also buy foreign
securities, corporate bonds, government securities or other short-term
investments.

Because the Fund invests for growth and current income, its NAV will
fluctuate in response to stock market and interest rate movements. When
interest rates are low, income distributions to Fund shareholders may be reduced
or eliminated. The Fund may invest up to 20% of its assets in convertible
securities rated below investment grade (BB or lower by S&P, Ba or lower by
Moody's). In addition, the Fund may invest in certain securities with unique
risks, such as foreign and small company securities.

BERGER IPT - SMALL COMPANY GROWTH FUND. The investment objective of the
Berger IPT - Small Company Growth Fund is capital appreciation. In pursuit of
that goal, the Fund invests primarily in small companies with the potential for
rapid earnings growth that either occupy a dominant position in an emerging
industry or have a growing market share in a larger, fragmented industry. The
Fund does not invest to provide current income.

The Fund's investment manager generally looks for companies with:

- Strong entrepreneurial managements with proven track records
- A catalyst for rapid earnings growth, such as new products, ideas or
entering new markets
- Relatively strong balance sheets.

The Fund primarily invests in common stocks of small companies and other
securities with equity features, such as convertible securities, preferred
stocks, warrants and rights. Under normal circumstances, the Fund invests at
least 65% of its assets in equity securities of companies with market
capitalizations of less than $1 billion at the time of initial purchase. The
balance of the Fund may be invested in larger companies, government securities
or other short-term investments.

The Fund's NAV may be more volatile than that of funds primarily invested
in stocks of larger companies. Smaller companies may pose greater risk due to
narrow product lines, limited financial resources, less depth in management or a
limited trading market for their stocks. The Fund's investments are often
focused in a small number of business sectors. In addition, the Fund may invest
in certain securities with unique risks, such as securities of companies with
limited operating histories and foreign securities.

The Fund may be of interest to you if you are comfortable with
above-average risk and intend to make an investment commitment over the long
term. The Fund is not intended to be a complete investment program on its own,
but may serve to diversify other types of investments in your portfolio.

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BERGER/BIAM IPT - INTERNATIONAL FUND. The Fund's investment objective is
long-term capital appreciation. The Fund pursues its goal by investing in a
portfolio consisting primarily of common stocks of well-established foreign
companies. The Fund considers a company to be foreign 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's investment manager first identifies economic and
business themes that it believes provide a favorable framework for selecting
stocks. Using fundamental analysis, the investment manager then selects
individual companies best positioned to take advantage of opportunities
presented by these themes. The Fund does not invest to provide current income,
although some income may be produced while managing the Fund.

The Fund's investment manager generally looks for companies with:

- Securities that are fundamentally undervalued relative to their long-term
prospective earnings growth rates, their historic valuation levels and
their competitors
- Business operations predominantly in well-regulated and more stable foreign
markets
- Substantial size and liquidity, strong balance sheets, proven management
and diversified earnings.

The Fund invests primarily in common stocks with 65% of its total assets in
securities of companies located in at least five different countries outside the
United States. Recently, the Fund has been weighted toward countries in Western
Europe, Australia and the Far East. However, it may also invest in other
foreign countries, including developing countries. A majority of the Fund's
assets are invested in mid-sized to large capitalization companies. The Fund
currently considers mid-sized to large market capitalizations to be those in
excess of $1 billion. The Fund may also take positions in convertible
securities, preferred stocks, corporate bonds and short-and long-term foreign or
U.S. government securities.

There are additional risks with investing in foreign countries, especially
in developing countries -- specifically, economic, currency, information,
political and transaction risks. As a result of these additional risks, the
Fund may be more volatile than a domestic stock fund. The Fund's investments
are often focused in a small number of business sectors. In addition, the Fund
may invest in certain securities with unique risks, such as forward foreign
currency contracts. The Fund is not intended to be a complete investment
program on its own, but may serve to diversify other types of investments in an
investor's portfolio.

* * *

The investment objective of each of the Berger IPT - 100 Fund, the Berger
IPT - Small Company Growth Fund and the Berger/BIAM IPT - International Fund,
and the primary investment objective of the Berger IPT -Growth and Income Fund,
is considered fundamental, meaning that it 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.

When the Fund's advisor believes market conditions warrant a temporary
defensive position, the Berger IPT - 100 Fund, the Berger IPT - Growth and
Income Fund and the Berger IPT - Small Company Growth Fund may each increase its
investment in government securities and other short-term interest-bearing
securities without regard to the Fund's otherwise applicable investment
restrictions, policies or normal investment emphasis. During this period, it
may be more difficult for the Fund to achieve its investment objective.
Following is additional information about some of the other specific types of
securities and other instruments in which the Funds may invest.

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<PAGE>

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. A Fund's investments may include American Depositary Receipts
(ADRs). The Funds 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 companies in
which a 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 a 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. A 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, a 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 Funds 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.

SECTOR FOCUS. A significant portion of some of the Funds' assets may be
invested in a relatively small number of related industries. However, none of
the Funds will concentrate 25% or more of its total assets in any one industry.
Sector focus may increase both market risk (share price volatility) and
liquidity risk.

SECURITIES OF SMALLER COMPANIES. All of the Funds may invest in, and the
portfolio of the Berger IPT - Small Company Growth Fund will be weighted toward,
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 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.

HEDGING TRANSACTIONS. Each Fund except the Berger/BIAM IPT - International
Fund is authorized to make limited use of 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.
The Berger/BIAM IPT - International Fund is authorized to make limited use only
of forward contracts for the same purpose. 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, hedging may also limit the
Fund's

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<PAGE>

opportunity to profit from favorable price movements, and the cost of the
transaction will reduce the potential return on the security or the portfolio.
In addition, futures, forwards and options contracts do not eliminate
fluctuations in the prices of the underlying securities a Fund owns or intends
to acquire. Following is a summary of the futures, forwards and options which
the Funds may utilize, provided that no more than 5% of a Fund's net assets at
the time of purchase may be utilized as 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 exchange traded instruments that may be
physically settled or settled with cash or by entering into an offsetting
transaction, 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 or a futures contract) at a specified price
at any time until the expiration date. An option on a securities index is
similar, except that upon exercise, settlement is made in cash rather than in
specific securities. Securities options may be either exchange-traded or
privately negotiated, whereas options on futures contracts are always
exchange-traded. 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.

Use of these instruments by a Fund involves the potential for a loss that
may exceed the amount of initial margin the Fund would be permitted to commit to
the contracts under its investment limitation, 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 use such instruments 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 exposure to equity securities or its holding in
a specific foreign currency. To help 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 maintain
liquid assets in a segregated account with its custodian bank or to set aside
portfolio securities to "cover" its position in these contracts.

The principal risks of the Funds utilizing futures transactions, forward
contracts and/or 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
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) lack of assurance that the counter party to a
forward contract would be willing to negotiate an offset or termination of the
contract when so desired; and (e) the need for additional information and skills
beyond those required for the management of a portfolio of traditional
securities. In addition, when a Fund enters into an over-the-counter contract
with a counter party, 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
Berger/BIAM IPT -International 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 Funds' transactions in forwards, futures and
options and the risks of such investments can be found in the Statement of
Additional Information.

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<PAGE>

& Poor's Corporation, or a similar determination of creditworthiness by the
advisor or sub-advisor. 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, 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. If convertible
securities purchased by a Fund are downgraded following purchase, or if other
circumstances cause 20% or more of a Fund's assets to be invested in convertible
securities rated below investment grade, the trustees of the Trust, in
consultation with the advisor or 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 COMPANIES WITH LIMITED OPERATING HISTORIES. Each of the
Funds may invest in securities of companies with limited operating histories.
The Funds consider these to be securities of companies with a record of less
than three years' continuous operation, even including the operations of any
predecessors and parents. (These are sometimes referred to as "unseasoned
issuers.") These companies 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 companies. In addition, many of these
companies may also be small companies and involve the risks and price volatility
associated with smaller companies. The Berger IPT - 100 Fund and the Berger
IPT - Growth and Income Fund each may invest up to 5% of their total assets in
such securities.

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.

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.

ILLIQUID SECURITIES. Each 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, 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. If securities become illiquid following purchase or other
circumstances cause more than 15% of a Fund's net assets to be invested in
illiquid securities, the trustees of the Trust, in consultation with the advisor
or 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 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.

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<PAGE>

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/BIAM IPT - International Fund is similarly restricted with respect to
100% of its total assets, although this restriction may be reduced to apply to
75% or more of its total assets without a shareholder vote. 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 total 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 and may lend portfolio securities in accordance with the Fund's
investment policies). Neither of the Berger IPT - Small Company Growth Fund or
the Berger/BIAM IPT - International Fund may 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 none may make loans (except that a 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 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.

Also, none of the Funds currently intends to make short sales of
securities, and none of the Funds intends 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
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
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%. Higher portfolio turnover would necessarily result in
correspondingly higher brokerage costs for the Funds. The portfolio turnover
rates are shown in the tables in Section 2.

6. MANAGEMENT AND INVESTMENT ADVICE

The Funds are supervised by trustees who are responsible for major
decisions about the Funds' policies and overall Fund oversight. The trustees
hire the companies that run day-to-day Fund operations, such as the investment
advisor, administrator, transfer agent and custodian. For more information
about Fund trustees and officers, see the Statement of Additional Information.

The investment advisor to each of the Funds except the Berger/BIAM IPT -
International Fund is Berger Associates, Inc. ("Berger Associates"),
210 University Boulevard, Suite 900, Denver, CO 80206. Berger Associates
furnishes continuous advice and recommendations to each of those Funds 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 or sub-advisor to mutual funds and other
institutional investors, and had assets under management of $3.6 billion as of
December 31, 1997.

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Berger Associates is a wholly-owned subsidiary of Kansas City Southern
Industries, Inc. ("KCSI"). 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 Funds' sub-transfer agent.

Patrick S. Adams, Senior Vice President of Berger Associates, is the
portfolio manager for the Berger IPT - 100 Fund. Mr. Adams also co-manages the
Berger IPT - Growth and Income Fund, along with Berger Associates Vice President
Sheila J. Ohlsson. The portfolio managers are responsible for the investments
of their Funds, including the day-to-day investment decisions for these Funds.
Mr. Adams is also President of the Berger IPT -100 Fund and the Berger IPT -
Growth and Income Fund, and Ms. Ohlsson is Vice President of the Berger IPT
- - -Growth and Income Fund.

Mr. Adams joined Berger Associates in February 1997, where he serves as
portfolio manager for the Berger IPT - 100 Fund, the retail Berger 100 Fund and
Berger Select Fund, co-manager for the Berger IPT -Growth and Income Fund, the
retail Berger Growth and Income Fund and Berger Balanced Fund, and portfolio
manager for other institutional investors. Mr. Adams previously served as
Senior Vice President with Zurich Kemper Investments, Inc., from June 1996 to
January 1997, where he was portfolio manager of the Kemper Growth Fund. Mr.
Adams served as Portfolio Manager with Founders Asset Management, Inc., from
March 1993 to May 1996, where he managed the Founders Blue Chip Growth Fund and
the Founders Balanced Fund. Prior to that, Mr. Adams served in various
positions with First of America Investment Corp. for over three years, including
as Senior Portfolio Manager/Senior Analyst from January 1992 to February 1993,
during which time he managed the Parkstone Equity Fund.

Ms. Ohlsson joined Berger Associates in 1991, where she currently serves as
Vice President and co-portfolio manager, along with Patrick Adams, for the
Berger IPT - Growth and Income Fund and the retail Berger Growth and Income
Fund. Previously, Ms. Ohlsson served as Senior Analyst/Portfolio Manager
(February 1997 to October 1997) and Analyst (September 1991 to February 1997)
with Berger Associates.

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 in December 1993 and serves as Senior
Vice President-Investment Management. Previously, he was employed by INVESCO
Trust Company, Denver, Colorado, as Senior Vice President (January 1993 to
December 1993), Vice President (January 1991 to January 1993) and Portfolio
Manager (January 1988 to January 1991). During his seven years with INVESCO,
Mr. Keithler was portfolio manager of several mutual funds, including the
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.

The investment advisor to the Berger/BIAM IPT - International 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.

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<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 Berger/BIAM IPT - International 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 $25
billion as of September 30, 1997.

As permitted in its Investment Advisory Agreement with the Berger/BIAM IPT
- - - International 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 portfolio management of
the Berger/BIAM International Portfolio. BIAM's main offices are at 26
Fitzwilliam Place, Dublin 2, Ireland. BIAM maintains a representative office at
20 Horseneck Lane, Greenwich, CT 06830.

All investment decisions made for the Berger/BIAM IPT - International 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 Berger/BIAM IPT - International 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 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. Under its Investment
Advisory Agreement with BBOI Worldwide, the Berger/BIAM IPT - International 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 Berger/BIAM IPT - International 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 Berger/BIAM IPT - International 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, Berger Associates or BBOI Worldwide may compensate
Participating Insurance Companies or other companies for providing a variety of
administrative services (such as record keeping and accounting) and investor
support services (such as responding to inquiries and preparing mailings to
shareholders) to Participating Insurance Companies and their customers who have
allocated contract amounts to the Funds. 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' or BBOI's own resources and not from the assets of the Funds.

Participating Insurance Companies may also be authorized by the Funds to
accept on their behalf purchase and redemption requests that are received in
good order. Subject to Fund approval, certain of these companies may be
authorized to designate other entities to accept purchase and redemption orders
on behalf of the Funds.

-15-
<PAGE>

7. EXPENSES OF THE FUNDS

Each of the Funds has appointed Investors Fiduciary Trust Company ("IFTC")
as its record keeping and pricing agent to calculate the daily net asset value
of such Fund and to perform certain accounting and record keeping 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 in the preceding section, approximately 41% of the outstanding shares of
DST are owned by KCSI.

For custodian, record keeping 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 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 a 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 each
Fund except the Berger/BIAM IPT - International Fund, Berger Associates performs
certain administrative and record keeping services not otherwise performed by
IFTC, including the preparation of financial statements and reports to be filed
with regulatory authorities. Each of those Funds pays Berger Associates a fee
at the annual rate of 1/100 of 1% (0.01%) of its average daily net assets for
such services. Under a separate Administrative Services Agreement with the
Berger/BIAM IPT - International Fund, BBOI Worldwide performs administrative and
record keeping 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 Berger/BIAM IPT - International 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. Each of the Funds also
incurs other expenses, including accounting, administrative and legal expenses.

Berger Associates has voluntarily agreed to waive its advisory fee and
expects to voluntarily reimburse the Funds 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 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. 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 Berger/BIAM IPT
- - - International Fund exceed 1.20% of that Fund's average daily net assets.

DISTRIBUTOR

The distributor (principal underwriter) of each 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 Funds' shares. The Distributor is a wholly-owned
subsidiary of Berger Associates, and certain officers of the Trust are officers
or directors of the Distributor.

-16-

<PAGE>

8. 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 allocations 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
authorized 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.

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 (the "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, may
be valued 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 may be valued at their fair value as
determined in good faith pursuant to consistently applied procedures established
by the trustees.

A 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 a Fund may be significantly
affected by such trading on days when shareholders cannot purchase or redeem
shares of the Fund.

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.

-17-

<PAGE>

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 and 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.

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 generally will not be liable for Federal income tax on
the amount of their earnings that are timely distributed. 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.

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. The series comprising the Berger IPT - 100 Fund, the
Berger IPT - Growth and Income Fund and the Berger IPT - Small Company Growth
Fund were established under the Trust in October 1995. The series comprising
the Berger/BIAM IPT - International Fund was established under the Trust in
March 1997. Currently, these four series are the only series established under
the Trust, although others may be added in the future. Shares of each Fund are
fully paid and non-assessable 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 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. 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.

-18-

<PAGE>

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 BBOI Worldwide and
that may be unaffiliated with one another. The Funds currently do not foresee
any disadvantages to policy owners 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.

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 that it may perform the services for the Berger/BIAM IPT -
International 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 that 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 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 Value Line Investment Survey or by publications of general
interest such as THE WALL STREET JOURNAL, INVESTOR'S BUSINESS DAILY, MONEY,
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 400 Mid-Cap Index, the Standard & Poor's 600 Small Cap Index,
the Morgan Stanley Capital International EAFE (Europe, Australasia, Far East)
Index, the Dow Jones World Index, the Nasdaq Composite Index or the Lehman
Brothers Intermediate Term Government/Corporate Bond Index, or more
narrowly-based or blended indices which reflect the market sectors in which that
Fund invests.

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

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

-19-

<PAGE>

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 guarantee 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.

Each Fund has the same investment objective and follows similar investment
strategies as a Berger retail fund. The Berger retail funds have the same
investment advisor (and, as to the Berger/BIAM IPT - International Fund, the
same sub-advisor) as the corresponding Funds offered under this Prospectus. As
described under "Management and Investment Advice," the same persons who serve
as portfolio managers of the Funds also serve as portfolio managers of the
corresponding Berger retail funds.

Set forth in the tables below is total return data for each of the Funds,
where available. Also set forth is total return information for each of the
corresponding Berger retail funds, calculated as described above. Investors
should not consider the performance data for the corresponding Berger retail
funds as a substitute for the performance of the Funds offered under this
Prospectus, nor as an indication of the past or future performance of the Funds.
The performance figures below reflect the deduction of the historical fees and
expenses paid by the Berger retail funds, and not those paid or to be paid by
these Funds. The figures also do not reflect the deduction of charges or
expenses attributable to variable insurance contracts or qualified plans
invested in the Funds. As discussed above, investors should refer to the
applicable Separate Account Prospectus or qualified plan documents accompanying
this Prospectus for information pertaining to such contract charges and expenses
and, in the case of a Separate Account Prospectus for a variable annuity
contract, to the hypothetical performance data in that prospectus that
illustrate the impact of contract charges and loads on the returns shown below.
Each Fund and its corresponding Berger retail fund will be managed separately
and the investments and investment results are expected to differ. In
particular, differences in asset size and in cash flow resulting from purchases
and redemption of Fund shares may result in different security selections,
differences in the relative weightings of securities or differences in the
prices paid for particular portfolio holdings.

The following tables show, where available, the average annualized total
returns for each Fund and for its corresponding Berger retail fund for the one-,
five- and ten-year periods ended December 31, 1997, and, for the period from
inception (or for the relevant Funds, immediately prior to Berger Associates
assuming the duties as the investment advisor on September 30, 1974) through
December 31, 1997. Performance data for the Funds reflect fee waivers and
expense reimbursements by the Funds' advisor, without which performance would be
lower.

BERGER IPT - 100 FUND

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------
Berger IPT - 100 Fund Berger 100 Fund^
- - ----------------------------------------------------------------------------------------------
<S> <C> <C>
Since Inception of the Berger IPT -100 Fund (5/1/96) 10.53% 9.70%
- - ----------------------------------------------------------------------------------------------
1-year 13.76% 13.57%
- - ----------------------------------------------------------------------------------------------
5-year N/A 12.13%
- - ----------------------------------------------------------------------------------------------
10-year N/A 17.86%*
- - ----------------------------------------------------------------------------------------------
Since Inception of the Berger 100 Fund (9/30/74) N/A 15.01%*
- - ----------------------------------------------------------------------------------------------
</TABLE>

^ As of December 31, 1997, the retail Berger 100 Fund had assets of
approximately $1,719,000,000.

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

-20-

<PAGE>

BERGER IPT - GROWTH AND INCOME FUND

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------
Berger IPT - Berger
Growth and Income Fund Growth and Income Fund^
- - ----------------------------------------------------------------------------------------------
<S> <C> <C>
Since Inception of the Berger IPT -
Growth and Income Fund (5/1/96) 21.93% 19.16%
- - ----------------------------------------------------------------------------------------------
1-year 24.99% 22.70%
- - ----------------------------------------------------------------------------------------------
5-year N/A 14.58%
- - ----------------------------------------------------------------------------------------------
10-year N/A 14.54%*
- - ----------------------------------------------------------------------------------------------
Since Inception of the Berger
Growth and Income Fund (9/30/74) N/A 14.08%*
- - ----------------------------------------------------------------------------------------------
</TABLE>

^ As of December 31, 1997, the retail Berger Growth and Income Fund had assets
of approximately $340,000,000.

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

BERGER IPT - SMALL COMPANY GROWTH FUND

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------
Berger IPT - Berger
Small Company Small Company
Growth Fund Growth Fund^
- - ----------------------------------------------------------------------------------------------
<S> <C> <C>
Since Inception of the Berger IPT -
Small Company Growth Fund (5/1/96) 11.87% 8.47% *
- - ----------------------------------------------------------------------------------------------
1-year 21.21% 16.16%
- - ----------------------------------------------------------------------------------------------
3-year N/A 21.98%
- - ----------------------------------------------------------------------------------------------
Since Inception of the Berger Small
Company Growth Fund (12/30/93) N/A 19.81%
- - ----------------------------------------------------------------------------------------------
</TABLE>

^ As of December 31, 1997, the retail Berger Small Company Growth Fund had
assets of approximately $784,000,000.

-21-

<PAGE>

BERGER/BIAM IPT - INTERNATIONAL FUND

<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------
Berger/BIAM IPT - Berger/BIAM
International Fund International
Fund^+
- - ----------------------------------------------------------------------------------------------
<S> <C> <C>
Since Inception of the Berger/BIAM
IPT - International Fund (5/1/97) (2.10)% * 2.90% *
- - ----------------------------------------------------------------------------------------------
1-year N/A 2.90%
- - ----------------------------------------------------------------------------------------------
5-year N/A 12.74%
- - ----------------------------------------------------------------------------------------------
Since Inception of the Berger/BIAM
International Fund (7/31/89) N/A 12.29%
- - ----------------------------------------------------------------------------------------------
</TABLE>

* Not annualized.

^ As of December 31, 1997, the retail Berger/BIAM International Fund had assets
of approximately $17,000,000.

+ Total returns for the Berger/BIAM International Fund in part reflect the
performance of a similarly managed, unregistered pool of assets transferred
into the Fund before the Fund commenced operations on October 11, 1996,
adjusted to reflect any increased expenses associated with operating the Fund.
If the pool had been registered as an investment company under the Investment
Company Act of 1940, its performance might have been adversely affected.

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.

-22-
<PAGE>

BERGER INSTITUTIONAL PRODUCTS TRUST

STATEMENT OF ADDITIONAL INFORMATION

Berger Institutional Products Trust (the "Trust") is an open-end
management investment company. The Trust currently consists of the four
diversified series or portfolios named below (individually referred to as a
"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.

This Statement of Additional Information is not a prospectus. It
should be read in conjunction with the Prospectus describing the Funds, dated
May 1, 1998, as it may be amended or supplemented from time to time, 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.

MAY 1, 1998

<PAGE>

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS
<TABLE>
<CAPTION>

CROSS-REFERENCES TO
RELATED DISCLOSURES
TABLE OF CONTENTS IN PROSPECTUS
----------------- -------------------
<S> <C> <C>
Introduction Section 3

1. Portfolio Policies of the Funds Section 3, 4, 5

2. Investment Restrictions Section 4

3. Management of the Funds Section 6

4. Investment Advisors and Sub-Advisor Section 6

5. Expenses of the Funds Section 7

6. Brokerage Policy Section 7

7. How to Purchase and Redeem Shares in Section 8
the Funds

8. Suspension of Redemption Rights Section 8

9. How the Net Asset Value is Section 9
Determined

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

11. Performance Information Section 12

12. Additional Information Section 11

Financial Statements

</TABLE>

<PAGE>

INTRODUCTION

The Funds are diversified portfolios or series of the Berger
Institutional Products Trust, a management investment company. The investment
objective of both the Berger IPT - 100 Fund and the Berger/BIAM IPT -
International Fund 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 investment objective of the Berger IPT - Small Company Growth Fund 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.

COMMON AND PREFERRED STOCKS. Stocks represent shares of ownership in
a company. Generally, preferred stock has a specified dividend and ranks after
bonds and before common stocks in its claim on income for dividend payments and
on assets should the company be liquidated. After other claims are satisfied,
common stockholders participate in company profits on a pro-rata basis. Profits
may be paid out in dividends or reinvested in the company to help it grow.
Increases and decreases in earnings are usually reflected in a company's stock
price, so common stocks generally have the greatest appreciation and
depreciation potential of all corporate securities. While most preferred stocks
pay dividends, any of the Funds may purchase preferred stock where the issuer
has omitted, or is in danger of omitting, payment of its dividends. Such
investments would be made primarily for their capital appreciation potential.
All investments in stocks are subject to market risk, meaning that their prices
may move up and down with the general stock market, and that such movements
might reduce their value.

DEBT SECURITIES. Debt securities (such as bonds or debentures) are
fixed-income securities which bear interest and are issued by corporations or
governments. The issuer has a contractual obligation to pay interest at a
stated rate on specific dates and to repay principal on a specific maturity
date. In addition to market risk, debt securities are generally subject to two
other kinds of risk: credit risk and interest rate risk. Credit risk refers to
the ability of the issuer to meet interest or principal payments as they come
due. The lower the rating given a security by a rating service (such as Moody's
Investor Service ("Moody's") and Standard & Poor's ("S&P")), the greater the
credit risk the rating service perceives with respect to that security. None of
the Funds will purchase any nonconvertible securities rated below investment
grade (Ba or lower by Moody's, BB or lower by S&P). In cases where the ratings
assigned by more than one rating agency differ, the Funds will consider the
security as rated in the higher category. If nonconvertible securities
purchased by a Fund are downgraded to below investment grade following purchase,
the trustees of the Fund, in consultation with the Fund's advisor or
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 this Statement of Additional Information.

Interest rate risk refers to the fact that the value of fixed-income
securities (like debt securities) generally fluctuate in response to changes in
interest rates. A decrease in interest rates will generally result in an
increase in the price of fixed-income securities held by a Fund. Conversely,
during periods of rising interest rates, the value of fixed-income securities
held by a Fund will generally decline. Longer-term securities are generally
more sensitive to interest rate changes and are more volatile than shorter-term
securities, but they generally offer higher yields to compensate investors for
the associated risks.

-1-
<PAGE>

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 a 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. A Fund's
investments may include American Depositary Receipts (ADRs). The Funds 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 companies in which a Fund may invest
may be considered passive foreign investment companies (PFICs), which are
described in greater detail below.

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 a Fund to
experience losses or miss investment opportunities.

PASSIVE FOREIGN INVESTMENT COMPANIES (PFICs). The Funds may purchase
the securities of certain foreign investment funds or trusts considered Passive
Foreign Investment Companies (PFICs) under U.S. tax laws. In addition to
bearing their proportionate share of the Fund's expenses (management fees and
operating expenses), shareholders will also indirectly bear similar expenses of
such PFIC. PFIC investments also may be subject to less favorable U.S. tax
treatment.

SECTOR FOCUS. A significant portion of some of the Funds' assets may
be invested in a relatively small number of related industries. However, none
of the Funds will concentrate 25% or more of its total assets in any one
industry. Sector focus may increase both market risk (share price volatility)
and liquidity risk.

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SECURITIES OF SMALLER COMPANIES. All of the Funds may invest in, and
the portfolio of the Berger IPT - Small Company Growth Fund will be weighted
toward, 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 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.

HEDGING TRANSACTIONS. As described in the Prospectus, each Fund
except the Berger/BIAM IPT - International Fund is authorized to make limited
use of 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 securities or the price of securities
that a Fund is considering purchasing. Currently, the Berger IPT -International
Fund is authorized to invest only in forward contracts for hedging purposes and
is not permitted to invest in futures or options. If the trustees ever
authorize the Berger/BIAM IPT - International Fund to invest in futures or
options, such investments would be permitted solely for hedging purposes, and
the Fund would not be permitted to invest more than 5% of its net assets at the
time of purchase in initial margins for financial futures transactions and
premiums for options. In addition, the advisor or sub-advisor for the
Berger/BIAM IPT - International Fund may be required to obtain bank regulatory
approval before the Fund engages in futures and options transactions. The
following information about the Funds' hedging transactions using futures,
forwards and options should be read to exclude the Berger/BIAM IPT -
International Fund, except to the extent the information relates to forward
contracts.

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 hedging may
also limit a Fund's opportunity to profit from favorable price movements, and
the cost of the transaction will reduce the potential return on the security or
the portfolio. Use of these instruments by a Fund involves the potential for a
loss that may exceed the amount of initial margin the Fund would be permitted to
commit to the contracts under its investment limitation, or in the case of a
call option written by the Fund, may exceed the premium received for the option.
However, a Fund is permitted to use such instruments 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 exposure to equity securities or its holding in
a specific foreign currency. To help ensure that the Fund will be able to meet
its obligations under its futures and forward contracts and its obligations
under options written by that Fund, the Fund will be required to maintain liquid
assets in a segregated account with its custodian bank or to set aside portfolio
securities to "cover" its position in these contracts.

The principal risks of a Fund utilizing futures transactions, forward
contracts and options are: (a) losses resulting from market movements not
anticipated by the Fund; (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
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) lack of assurance that the counter party to a
forward contract would be willing to negotiate an offset or termination of the
contract when so desired; and (e) the need for additional information and skills
beyond those required for the management of a portfolio of traditional
securities. In addition, when the Fund enters into an over-the-counter contract
with a

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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.

Following is additional information concerning the futures, forwards
and options which the Funds may utilize, provided that no more than 5% of the
Fund's net assets at the time the contract is entered into may be used for
initial margins for financial futures transactions and premiums paid for the
purchase of 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' use of futures, forwards and options and the risks of such instruments
contained in the Prospectus.

FUTURES CONTRACTS. Financial futures contracts are exchange-traded
contracts on financial instruments (such as securities and foreign currencies)
and securities indices that obligate the holder to take or make delivery of a
specified quantity of the underlying financial instrument, or the cash value of
an index, at a future date. Although futures contracts by their terms call for
the delivery or acquisition of the underlying instruments or a cash payment
based on the mark-to-market value of the underlying instruments, in most cases
the contractual obligation will be 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 other
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 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 released
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

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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 mark-to-market 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.

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 a hedging technique
allows the 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.

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 additional 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 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.

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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.
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

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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 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 a
privately negotiated 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 they
will only use forward contracts or commitments for hedging purposes and will
only use 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
exchange-traded 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) on a specified date. 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 (in terms of a specified currency)
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 (or a proxy currency whose price
movements are expected to have a high degree of correlation with the currency
being hedged) 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").

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. Unforeseen changes in currency prices may result in poorer
overall performance for a Fund than if it had not entered into such contracts.

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<PAGE>

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 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 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 counter party, the Fund assumes counter party credit risk, that is, the
risk that the counter party 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 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 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.

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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
canceled 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 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 counter party, the Fund assumes counter party credit risk, that
is, the risk that the counter party 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

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<PAGE>

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.

CONVERTIBLE SECURITIES. Each Fund may also purchase debt or equity
securities which are convertible into common stock when the Fund's advisor or
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 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 ratings assigned by organizations such as
Moody's Investors Service, Inc., and Standard & Poor's Corporation, or a similar
determination of creditworthiness by the advisor or sub-advisor. 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, 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. If convertible securities purchased by a Fund are
downgraded following purchase, or if other circumstances cause 20% or more of a
Fund's assets to be invested in convertible securities rated below investment
grade, the trustees of the Trust, in consultation with the advisor or
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 this Statement of Additional Information.

SECURITIES OF COMPANIES WITH LIMITED OPERATING HISTORIES. Each of the
Funds may invest in securities of companies with limited operating histories.
The Funds consider these to be securities of companies with a record of less
than three years' continuous operation, even including the operations of any
predecessors and parents. (These are sometimes referred to as "unseasoned
issuers.") These companies 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 companies. In addition, many of these
companies may also be small companies and involve the risks and price volatility
associated with smaller companies. The Berger IPT - 100 Fund and the Berger IPT
- - - Growth and Income Fund each may invest up to 5% of their total assets in such
securities.

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<PAGE>

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.

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 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.

ILLIQUID AND RESTRICTED SECURITIES. Each of the Funds 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, 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.
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. If securities become illiquid following purchase or other
circumstances cause more than 15% of a Fund's net assets to be invested in
illiquid securities, the trustees of that Fund, in consultation with the Fund's
advisor or 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. Pursuant to guidelines
established by the trustees, the Funds' advisor

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<PAGE>

or sub-advisor will determine whether securities eligible for resale to
qualified institutional buyers 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). The liquidity of a
Fund's investments in Rule 144A securities could be impaired if qualified
institutional buyers become uninterested in purchasing these securities.

REPURCHASE AGREEMENTS. As discussed in the Prospectus, each Fund may
invest in repurchase agreements with various financial organizations, including
commercial banks, registered broker-dealers and registered government securities
dealers. A repurchase agreement is an agreement under which a Fund acquires a
debt security (generally a debt 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 or sub-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.

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 certain risks, such as credit risk to a Fund if the other party defaults
on its obligation and the Fund is delayed or prevented from liquidating the
collateral. 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 and delayed. Further, 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. The Funds
expect that these risks can be controlled through careful monitoring procedures.

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

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<PAGE>

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 liquid assets 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.

SHORT SALES. Each Fund other than the Berger/BIAM IPT - International
Fund currently is only permitted 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.

Historically, a Fund could have made a short sale, as described above,
when it wanted to sell a security it owned at a current attractive price, but
also wished 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. However, recent federal tax
legislation eliminated the ability to defer recognition of gain or loss in short
sales against the box and accordingly, it is not anticipated that any of the
Funds will be engaging in these transactions unless there are further
legislative changes.

TEMPORARY DEFENSIVE MEASURES. Each of the Funds (except the
Berger/BIAM IPT -International Fund) may increase its investment in government
securities, and other short-term, interest-bearing securities without regard to
the Fund's otherwise applicable percentage limits, policies or its normal
investment emphasis when its advisor or sub-advisor believes market conditions
warrant a temporary defensive position. Taking larger positions in such
short-term investments may serve as a means of preserving capital in unfavorable
market conditions. During these periods, a Fund may not participate in stock or
bond market advances or declines to the same extent that it would if the Fund
remained more fully invested in stocks and bonds and it may be more difficult
for the Fund to achieve its investment objective.

PORTFOLIO TURNOVER. The portfolio turnover rates of each of the Funds
are shown in the tables under Financial Highlights in Section 2 of the
Prospectus. 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 the Fund's portfolio are replaced in a
period of one year. The Funds anticipate that their portfolio turnover rates in
future years may exceed 100%, and investment changes will be made whenever
management deems them appropriate even if this results in a higher portfolio
turnover rate. In addition, portfolio turnover may increase as a result of
large amounts of purchases and redemptions of shares of the Funds due to
economic, market or other factors that are not within the control of management.

Higher portfolio turnover will necessarily result in correspondingly
higher brokerage costs for the Funds. The Funds' brokerage policy is discussed
further under Section 6 Brokerage

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<PAGE>

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 and non-fundamental
restrictions on its investments and other activities. Fundamental restrictions
may not 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. Non-fundamental restrictions may be changed in the future by
action of the directors or trustees without shareholder vote.

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.

3. 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.

4. 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.

5. 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.

6. 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).

7. 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

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<PAGE>

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.

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

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

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

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

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

4. 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.

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.

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<PAGE>

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.

The trustees have adopted additional non-fundamental investment
restrictions for the Berger IPT - Small Company Growth 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 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.

2. 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).

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

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. 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 net assets at the time of purchase
may be invested in initial margins for financial futures

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<PAGE>

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.

6. 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.

BERGER/BIAM IPT - INTERNATIONAL FUND

The following fundamental restrictions apply to the Berger/BIAM IPT -
International Fund. The Fund may not:

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

In applying the industry concentration investment restriction (no. 2
above), the Fund uses the industry groups designated by the Financial Times
World Index Service.

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

1. With respect to 100% of the Fund's total assets, the Fund may not
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%

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<PAGE>

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. 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. 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. The Fund may not enter into any futures, forwards or options,
except that only for the purpose of hedging, the Fund may enter into forward
foreign currency exchange contracts with stated contract values of up to the
value of the Fund's 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 net assets taken at
market value at the time of purchase would be invested in such securities.

On behalf of the Trust, an undertaking has been given to the State of
California Department of Insurance that limits borrowings of each Fund (to the
extent such borrowings are allowed by the Fund's investment policies) to 10% of
the Fund's total assets, except that a Fund may borrow up to 25% of its total
assets when such borrowing is necessary to meet Fund redemptions.

In addition, the undertaking to the State of California Department of
Insurance requires each Fund when investing in foreign securities (to the extent
consistent with the Fund's investment policies) to invest in a minimum of five
different foreign countries, provided that this minimum may be reduced to four
when foreign country investments comprise less than 80% of the Fund's assets, to
three when less than 60% of such assets, to two when less than 40% of such
assets, or to one when less than 20% of such assets. Additionally, no more than
20% of a Fund's assets may be invested in securities of issuers located in any
one foreign country, except that a Fund may have an additional 15% of its assets
in securities of issuers located in any one of the following countries:
Australia, Canada, France, Japan, the United Kingdom or Germany.

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.

MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman, MT 59717,
age 61. 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 Board of Berger 100 Fund and

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<PAGE>

Berger Growth and Income Fund. Chairman of the Trustees of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios Trust
and Berger Omni Investment Trust.

* GERARD M. LAVIN, 210 University Boulevard, Suite 900, Denver, CO 80206, age
55. President and a Trustee of Berger Institutional Products Trust since
its inception in October 1995. President and a director of the Berger 100
Fund and the Berger Growth and Income Fund since February 1997. President
and a trustee of Berger/BIAM Worldwide Portfolios Trust and Berger/BIAM
Worldwide Funds Trust since their inception in May 1996. President and a
trustee of Berger Investment Portfolio Trust and Berger Omni Investment
Trust since February 1997. President and a director since April 1995 of
Berger Associates. Member and Chairman of the Board of Managers and Chief
Executive Officer on the Management Committee of BBOI Worldwide LLC since
November 1996. A Vice President of DST Systems, Inc. (data processing)
since July 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.

DENNIS E. BALDWIN, 3481 South Race Street, Englewood, CO 80110, age 69.
President, Baldwin Financial Counseling. Formerly (1978-1990), Vice
President and Denver Office Manager of Merrill Lynch Capital Markets.
Director of Berger 100 Fund and Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios Trust
and Berger Omni Investment Trust.

* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900, Denver, CO 80206,
age 72. 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). Trustee of Berger/BIAM Worldwide Funds
Trust and Berger/BIAM Worldwide Portfolios Trust since their inception in
May 1996. Trustee of Berger Omni Investment Trust since February 1997.
Chairman (since 1994) and a Director (since 1973) and, formerly, President
(1973-1994) of Berger Associates.

LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, age 72. President,
Climate Engineering, Inc. (building environmental systems). Director of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios Trust
and Berger Omni Investment Trust.

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age 53. Managing
Principal, Sovereign Financial Services, Inc. (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). Director of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios Trust
and Berger Omni Investment Trust.

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1900, Chicago, IL 60602, age 52.
Since 1991, Chairman, President, Chief Executive Officer and a director of
Catalyst Institute (international public policy research organization
focused primarily on financial markets and institutions). Since September
1997, President, Chief Executive Officer and a director of DST Catalyst,
Inc. (international financial markets consulting, software and computer
services company). Prior thereto (1991 - September 1997), Chairman,
President, Chief Executive Officer and a director of Catalyst Consulting
(international financial institutions business consulting firm). Prior

-19-
<PAGE>

thereto (1988-1991), President, Chief Executive Officer and a director of
Kessler Asher Group (brokerage, clearing and trading firm). Director of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios Trust
and Berger Omni Investment Trust.

HARRY T. LEWIS, JR., 370 17th Street, Suite 3560, Denver, CO 80202, age 65.
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. Director of J.D. Edwards & Co.
(computer software company) since 1995. Director of Berger 100 Fund and
Berger Growth and Income Fund. Trustee of Berger Investment Portfolio
Trust, Berger Institutional Products Trust, Berger/BIAM Worldwide Funds
Trust, Berger/BIAM Worldwide Portfolios Trust and Berger Omni Investment
Trust.

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135, age 69.
President, Sinclaire Cattle Co., and private investor. Director of Berger
100 Fund and Berger Growth and Income Fund. Trustee of Berger Investment
Portfolio Trust, Berger Institutional Products Trust, Berger/BIAM Worldwide
Funds Trust, Berger/BIAM Worldwide Portfolios Trust and Berger Omni
Investment Trust.

* PATRICK S. ADAMS, 210 University Boulevard, Suite 900, Denver, CO 80206, age
37. President and Portfolio Manager of the Berger IPT - 100 Fund and
President and Co-Portfolio Manager of the Berger IPT - Growth and Income
Fund since February 1997. Executive Vice President and Portfolio Manager
of the Berger 100 Fund and Executive Vice President and Co-Portfolio
Manager of the Berger Growth and Income Fund since February 1997. President
and co-portfolio manager of the Berger Balanced Fund since its inception in
August 1997. President and portfolio manager of the Berger Select Fund
since November 1997. Senior Vice President of Berger Associates since
February 1997. Formerly, Senior Vice President from June 1996 to January
1997 with Zurich Kemper Investments, Inc.; Portfolio Manager from March
1993 to May 1996 with Founders Asset Management, Inc.; research analyst and
portfolio manager from January 1990 to January 1992 and Senior Portfolio
Manager/Senior Analyst from January 1992 to February 1993 with First of
America Investment Corp.; and Portfolio Manager from August 1985 to
December 1989 with Capital Management Group - Star Bank.

* WILLIAM R. KEITHLER, 210 University Boulevard, Suite 900, Denver, CO 80206,
age 45. 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 inception in December 1995. Senior Vice
President-Investment Management (since January 1997) and Vice
President-Investment Management (December 1993 to January 1997) 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).

* SHEILA J. OHLSSON, 210 University Boulevard, Suite 900, Denver, CO 80206, age
32. Co-portfolio manager of the Berger Growth and Income Fund and the
Berger IPT - Growth and Income Fund since October 1997. Vice President
(since October 1997), Senior Analyst/Portfolio Manager (February 1997 to
October 1997) and Analyst (September 1991 to February 1997) with Berger
Associates.

* KEVIN R. FAY, 210 University Boulevard, Suite 900, Denver, CO 80206, age 42.
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, of Berger

-20-
<PAGE>

Investment Portfolio Trust since its inception in August 1993, of
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust since their inception in May 1996, and of Berger Omni Investment
Trust since February 1997. Also, Senior Vice President-Finance and
Administration (since January 1997), Vice President-Finance and
Administration (September 1991 to January 1997), Secretary and Treasurer
(since September 1991) of Berger Associates, and a director of Berger
Distributors, Inc., since its inception in May 1996. 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).
________________

* Interested person (as defined in the Investment Company Act of 1940) of each
Fund and of its advisor or sub-advisor.

The trustees of the Trust have adopted a trustee retirement age of 75
years.

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. 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 fiscal year ended December 31, 1997, for each trustee of the Trust,
for their service as a director or trustee of each of the Funds and of some or
all of the other Berger Funds.

NAME AND POSITION WITH AGGREGATE COMPENSATION FROM
BERGER FUNDS
- - ----------------------- --------------------------------------------------
BERGER BERGER BERGER ALL
IPT - IPT - IPT - BERGER/BIA BERGER
100 GROWTH SMALL M IPT - FUNDS(1)
FUND AND COMPANY INTERNATIO
INCOME GROWTH NAL FUND
FUND FUND
------ ------- ------- ---------- --------
<S> <C> <C> <C> <C> <C>
Dennis E. Baldwin(2) $ 52 $ 51 $ 59 $ 70 $ 47,000

William M.B. $ 0 $ 0 $ 0 $ 0 $ 0
Berger(2),(4)

Louis R. Bindner(2) $ 48 $ 48 $ 55 $ 66 $ 44,000

Katherine A. $ 52 $ 51 $ 59 $ 70 $ 47,000
Cattanach(2)

Lucy Black $ 48 $ 47 $ 54 $ 65 $ 43,400
Creighton(2),(6)

Paul R. Knapp(2) $ 49 $ 48 $ 57 $ 70 $ 45,200

Gerard M. $ 0 $ 0 $ 0 $ 0 $ -0-
Lavin(2),(3),(4)

Harry T. Lewis(2) $ 50 $ 50 $ 57 $ 64 $ 45,200

Michael Owen(2) $ 55 $ 54 $ 67 $ 78 $ 57,000

William Sinclaire(2) $ 48 $ 48 $ 55 $ 66 $ 44,000

</TABLE>

-21-
<PAGE>

(1) For the period covered by this table, the Berger Funds included the Berger
100 Fund, the Berger Growth and Income Fund, the Berger Investment Portfolio
Trust (five series), the Berger Institutional Products Trust (four series), the
Berger/BIAM Worldwide Portfolios Trust (one series), the Berger/BIAM Worldwide
Funds Trust (three series) and the Berger Omni Investment Trust (with one
series, added to the Berger Funds in February 1997). Of the aggregate amounts
shown for each trustee, the following amounts were deferred under applicable
deferred compensation plans: Dennis E. Baldwin $37,165; Louis R. Bindner
$18,582; Katherine A. Cattanach $45,967; Lucy Black Creighton $33,967; Michael
Owen ]$8,364; William Sinclaire $21,516.

(2) Director of Berger 100 Fund and Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Fund Trust, Berger/BIAM Worldwide Portfolios Trust and
Berger Omni Investment Trust.

(3) President of Berger 100 Fund, Berger Growth and Income Fund, Berger
Investment Portfolio Trust, Berger Institutional Products Trust, Berger/BIAM
Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios Trust and Berger Omni
Investment Trust.

(4) Interested person of Berger Associates.

(5) Resigned as a director and trustee effective November 1997.

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 ADVISORS AND SUB-ADVISOR

Berger Associates is the investment advisor to each Fund except the
Berger/BIAM IPT -International Fund, to which BBOI Worldwide LLC ("BBOI
Worldwide") is the investment advisor and Bank of Ireland Asset Management
(U.S.) Limited ("BIAM") is the sub-advisor.

BBOI Worldwide is a Delaware limited liability company formed in 1996.
Berger Associates and BIAM each own a 50% membership interest in BBOI Worldwide
and each have an equal number of representatives on its 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. BIAM is an indirect wholly-owned subsidiary of Bank of Ireland, a
publicly traded, diversified financial services group with business operations
worldwide.

INVESTMENT ADVISORY AGREEMENTS AND SUB-ADVISORY AGREEMENT

The current Investment Advisory Agreements for the Berger IPT - 100
Fund, the Berger IPT - Growth and Income Fund and the Berger IPT - Small Company
Growth Fund will continue in effect

-22-
<PAGE>

until the last day of April, 1999, 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. The current
Investment Advisory Agreement for the Berger/BIAM IPT - International Fund will
continue in effect until the last day of April, 1999, and thereafter from year
to year if continuation is approved as set out above. Each Agreement is subject
to termination by the Fund or the advisor on 60 days' written notice, and
terminates automatically in the event of its assignment.

The Sub-Advisory Agreement between BBOI Worldwide and BIAM with
respect to the Berger/BIAM IPT - International Fund will continue in effect
until April 1999, 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 of the Trust who are not "interested persons" (as that term is
defined in the Investment Company Act of 1940) of the Fund or BBOI Worldwide or
BIAM. The Sub-Advisory Agreement is subject to termination by the Fund, BBOI
Worldwide or BIAM on 60 days' written notice, and terminates automatically in
the event of its assignment and in the event of termination of the Investment
Advisory Agreement between the Trust and BBOI Worldwide with respect to the
Berger/BIAM IPT - International Fund.

TRADE ALLOCATIONS

Investment decisions for the Funds and other accounts advised by
Berger Associates and BIAM are made independently with a view to achieving each
of their respective investment objectives and after consideration of such
factors as their current holdings, availability of cash for investment and the
size of their investments generally. However, certain investments may be
appropriate for a Fund and one or more such accounts. If a Fund and other
accounts advised by Berger Associates or BIAM are contemporaneously engaged in
the purchase or sale of the same security, the orders may be aggregated and/or
the transactions averaged as to price and allocated equitably to the Fund and
each participating account. While in some cases, this policy might adversely
affect the price paid or received by a Fund or other participating accounts, or
the size of the position obtained or liquidated, Berger Associates and BIAM will
aggregate orders if it believes that coordination of orders and the ability to
participate in volume transactions will result in the best overall combination
of net price and execution.

RESTRICTIONS ON PERSONAL TRADING

Berger Associates permits its directors, officers, employees and other
access persons (as defined below) of Berger Associates ("covered persons") to
purchase and sell securities for their own accounts in accordance with
provisions governing personal investing in Berger Associates' Code of Ethics.
The Code requires all covered persons 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 covered 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 Code. 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 Code 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
Code subjects those covered persons deemed to be access persons to various
trading restrictions and reporting obligations. All reportable transactions are
reviewed for compliance with Berger Associates' Code. Those covered persons
also may be required under certain circumstances to forfeit their profits made
from personal

-23-
<PAGE>

trading. The Code is administered by Berger Associates and the provisions of
the Code are subject to interpretation by and exceptions authorized by its board
of directors.

BBOI Worldwide has adopted a Code of Ethics covering all board
members, officers, employees and other access persons of BBOI Worldwide who are
not also covered by an approved Code of Ethics of an affiliated person who is an
investment advisor. At present, there are no persons who would be covered by
BBOI Worldwide's Code of Ethics who are not also covered by the Code of Ethics
of Berger Associates or BIAM, which are both investment advisors affiliated with
BBOI Worldwide. BBOI Worldwide's Code is substantially similar to the Code of
Ethics adopted by Berger Associates (described above).

BIAM has also adopted a Code of Ethics which restricts its officers,
employees and other staff from personal trading in specified circumstances,
including among others prohibiting participation in initial public offerings,
prohibiting dealing in a security for the seven days before and after any trade
in that security on behalf of clients, prohibiting trading in a security while
an order is pending for any client on that same security, and requiring profits
from short-term trading in securities (purchase and sale within a 60-day period)
to be forfeited. In addition, staff of BIAM must report all of their personal
holdings in securities annually and must disclose their holdings in any private
company if an investment in that same company is being considered for clients.
Staff of BIAM are required to pre-clear all transactions in securities not
otherwise exempt under the Code of Ethics and must instruct their broker to
provide BIAM with duplicate confirmations of all such personal trades.

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.

Under the Investment Advisory Agreement for the Berger IPT - Small
Company Growth Fund, Berger Associates is compensated for its investment
advisory services to the Fund by the payment of a fee at the annual rate of .9
of 1% (0.90%) of the average daily net assets of the Fund. The fee is accrued
daily and payable monthly.

Under the Investment Advisory Agreement for the Berger/BIAM IPT -
International Fund, BBOI Worldwide is compensated for its investment advisory
services to the Fund by the payment of a fee at the annual rate of .9 of 1%
(0.90%) of the average daily net assets of the Fund. The fee is accrued daily
and payable monthly.

Under the Sub-Advisory Agreement between BBOI Worldwide and BIAM for
the Berger/BIAM IPT - International Fund, BBOI Worldwide has delegated
day-to-day portfolio management responsibility for the Fund to BIAM. The Fund
pays no fees directly to BIAM. 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 BBOI Worldwide.

In addition to paying an investment advisory fee to its advisor, each
Fund pays all of its expenses not assumed by its advisor, including but not
limited to, 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 the advisor or
sub-advisor, 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

-24-
<PAGE>

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 for shareholders of the Funds.

Each of the Funds has appointed Investors Fiduciary Trust Company
("IFTC") as its record keeping 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 record keeping and pricing agent, IFTC calculates the daily net
asset value of each of the Funds and performs certain accounting and record
keeping functions required by the Funds. Each Fund pays IFTC a monthly base fee
plus an asset-based fee. 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 an asset-based fee plus
certain transaction fees and out-of-pocket expenses.

As transfer agent and dividend disbursing agent, IFTC (through DST, as
sub-agent) maintains all shareholder accounts of record; assists in mailing all
reports, proxies and other information to the Funds' shareholders; calculates
the amount of, and delivers to the Funds' shareholders, proceeds representing
all dividends and distributions; and performs other related services. For these
services, IFTC receives a base fee of $600 per month and an annual fee of $14.00
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.
Earnings credits received by each Fund can be found on the Fund's Statement of
Operations in the Annual Report incorporated by reference into this Statement of
Additional Information.

The trustees of each of the Funds 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
a 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. See Section 6 Brokerage Policy for further information concerning the
expenses reduced as a result of these arrangements.

-25-
<PAGE>

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 Berger/BIAM IPT -
International 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.

Berger Associates has voluntarily 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. BBOI Worldwide has voluntarily
agreed to waive its advisory fee 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 Berger/BIAM IPT
- - -International Fund exceed 1.20% of that Fund's average daily net assets.

The following tables show the cost to each Fund of the advisory fee and the
fees for the administrative services for the period shown and the amounts of
expenses waived and reimbursed to each Fund.

BERGER IPT - 100 FUND

<TABLE>
<CAPTION>
Fiscal Year Investment Administrative Advisory Fee TOTAL
Ended Advisory Fee Service Fee Waiver and
December 31, Expense
Reimbursements
- - ------------ ------------ -------------- -------------- -------
<S> <C> <C> <C> <C>
1997 $5,119 $ 68 $(55,910) $ 0

1996* $1,393 $ 19 $(12,453) $ 0
</TABLE>

* Covers period May 1, 1996 (date operations commenced) to December 31, 1996.

BERGER IPT - GROWTH AND INCOME FUND

<TABLE>
<CAPTION>
Fiscal Year Investment Advisory Fee TOTAL
Ended Advisory Fee Administrative Waiver and
December 31, Service Fee Expense
Reimbursements
- - ------------ ------------ -------------- -------------- -------
<S> <C> <C> <C> <C>
1997 $4,872 $ 58 $(56,020) $ 0

1996* $1,350 $ 17 $(12,091) $ 0
</TABLE>

* Covers period May 1, 1996 (date operations commenced) to December 31, 1996.

-26-
<PAGE>

BERGER IPT - SMALL COMPANY GROWTH FUND

1996* $ 1,620 $ 17 $(13,415) $ 0
</TABLE>

* Covers period May 1, 1996 (date operations commenced) to December 31, 1996.

BERGER/BIAM IPT - INTERNATIONAL FUND

* Covers period May 1, 1997 (date operations commenced) to December 31, 1997.

From time to time, Berger Associates or BBOI Worldwide may compensate
Participating Insurance Companies or their affiliates whose customers hold
shares of the Funds for providing a variety of administrative services (such as
record keeping 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' or BBOI Worldwide's own resources and not from the
assets of the Funds.

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 Funds' shares.

6. BROKERAGE POLICY

Although each Fund retains full control over its own investment
policies, the Funds' advisor (or sub-advisor, in the case of the Berger/BIAM IPT
- - - International Fund) is authorized to place the portfolio transactions of each
Fund. A report on the placement of brokerage business is given to the trustees
of the Fund every quarter, indicating the brokers with whom Fund portfolio
business was placed and the basis for such placement. The brokerage commissions
paid by the Funds during the past two fiscal years was as follows:

-27-
<PAGE>

BROKERAGE COMMISSIONS

FISCAL YEAR FISCAL YEAR
ENDED ENDED
DECEMBER 31, 1997 DECEMBER 31, 1996
----------------- -----------------
<S> <C> <C>
BERGER IPT - 100 FUND $3,191 $ 535 *

BERGER IPT - GROWTH AND INCOME FUND $2,817 $ 688 *

BERGER IPT - SMALL COMPANY GROWTH $3,118 $ 607 *
FUND

BERGER/BIAM IPT - INTERNATIONAL $6,134** N/A
FUND

</TABLE>

* Covers period from May 1, 1996 (date operations commenced) to the end of the
Funds' first fiscal year on December 31, 1996.

** Covers period from May 1, 1997 (date operations commenced) to the end of the
Fund's first fiscal year on December 31, 1997.

The Investment Advisory Agreement that each Fund has with its advisor
(and the Sub-Advisory Agreement with the sub-advisor, in the case of the
Berger/BIAM IPT - International Fund) authorizes and directs the advisor (or
sub-advisor) 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 the advisor (or sub-advisor) 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 the advisor (or sub-advisor) 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 the advisor (or
sub-advisor).

In accordance with this provision of the Agreements, Berger Associates
places and BIAM may place portfolio brokerage business of each Fund it advises
with brokers who provide useful research services. Such research services
include computerized stock quotation and trading services, fundamental and
technical analysis data and software, broker and other third-party equity
research, computerized stock market and business news services, economic
research and account performance data. During the fiscal year ended December
31, 1997, $27, $46, $39 and $0 of the brokerage commissions paid by the
Berger IPT - 100 Fund, the Berger IPT - Growth and Income Fund, the Berger IPT -
Small Company Growth Fund and the Berger/BIAM IPT - International Fund,
respectively, were paid to brokers who agreed to provide to the Fund selected
research services prepared by the broker or subscribed or paid for by the broker
on behalf of the Fund. Those services included a service used by the
independent trustees of the Funds in reviewing the Investment Advisory
Agreements.

The research services received from brokers are often helpful to
Berger Associates and could be helpful to BIAM 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 responsibility of
Berger Associates' or BIAM's 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
or may be useful to BIAM 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 or
BIAM in rendering investment advice to the Funds. Although such research
services may be deemed to be of value to Berger Associates or BIAM, they are not
expected to decrease the expenses that Berger Associates or BIAM would otherwise
incur in performing its investment advisory services for the Funds nor will the
advisory fees that are

-28-
<PAGE>

received by Berger Associates or BIAM for their services be reduced as a result
of the availability of such research services from brokers.

The trustees of each of the Funds 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
a 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. DSTS may be considered an affiliate of Berger Associates due to the
ownership interest of KCSI in both DSTS and Berger Associates.

Included in the brokerage commissions paid by the Funds during the
fiscal year ended December 31, 1997, as stated in the preceding table, are the
following amounts paid to DSTS, which served to reduce each Fund's out-of-pocket
expenses as follows:

DSTS COMMISSIONS AND RELATED EXPENSE REDUCTIONS

DSTS Reduction in DSTS Reduction in
Commissions Paid Expenses FYE Commissions Paid Expenses FYE
FYE 12/31/97(2) 12/31/97(1) FYE 12/31/96 12/31/96(1)
<S> <C> <C> <C> <C>
Berger IPT - 100 Fund $ 58 $ 44 $ 8 $ 6

Berger IPT - Growth and $ 13 $ 10 $ 0 $ 0
Income Fund

Berger IPT - Small Company $ 0 $ 0 $ 0 $ 0
Growth Fund

Berger/BIAM IPT - International $ 0(3) $ 0 N/A N/A
Fund

</TABLE>

(1) No portion of the commission is retained by DSTS. Difference between
commissions paid through DSTS and reduction in expenses constitute commissions
paid to an unaffiliated clearing broker.

(2) Constitutes less than 1% of the aggregate brokerage commissions paid by
each of the Funds and less than 1% of the aggregate dollar amount of
transactions placed by each of the Funds.

(3) Covers the period May 1, 1997 (commencement of operations) to December 31,
1997.

The trustees of each Fund have authorized sales by a broker-dealer of
variable insurance contracts that permit allocation of contract values to one or
more of the Funds to be considered as a factor in the selection of
broker-dealers to execute portfolio transactions for the Funds. In placing
portfolio business with such broker-dealers, the advisor or sub-advisor will
seek the best execution of each transaction.

In selecting broker and dealers and in negotiating commissions, the
Funds' advisor or sub-advisor considers a number of factors, including among
others: the advisor's or sub-advisor's knowledge of currently available
negotiated commission rates or prices of securities currently available and
other current transaction costs; the nature of the security being traded; the
size and type of the transaction; the nature and character of the markets for
the security to be purchased or sold; the desired timing of the trade; the
activity existing and expected in the market for the particular security;
confidentiality; the quality of the execution, clearance and settlement
services; financial stability of the broker or dealer; the existence of actual
or apparent operational problems of any broker or dealer; and research products
or services provided. The trustees of the Funds have also authorized sales of
shares of the Fund by a broker-dealer and the recommendations of a broker-dealer
to its customers that they purchase Fund shares to be considered as factors in
the selection of broker-dealers to execute portfolio transactions for the Funds.
In addition, payments made by brokers to a Fund or to other persons on

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<PAGE>

behalf of a Fund for services provided to the Fund for which it would otherwise
be obligated to pay may also be considered. In placing portfolio business with
any such broker or dealer, the advisors and sub-advisors of the Funds will seek
the best execution of each transaction.

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 allocations 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
authorized 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.

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 generally will 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 (the
"Exchange") (normally 4:00 p.m., New York time, Monday through Friday) each day
that the Exchange is open. The Exchange is closed and the net asset value of
the Funds is not determined on weekends and on New Year's Day, Martin Luther
King, Jr. 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

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<PAGE>

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. The market value
of individual securities held by each Fund will be determined by using prices
provided by pricing services which provide market prices to other mutual funds
or, as needed, by obtaining market quotations from independent broker/dealers.
Short-term money market securities maturing within 60 days are valued on the
amortized cost basis, which approximates market value. 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. Securities and
assets for which quotations are not readily available or are not representative
of market value may be valued at their fair value determined in good faith
pursuant to consistently applied procedures established by the trustees.

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 a 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 may be valued at their fair value as
determined in good faith pursuant to consistently applied procedures established
by the trustees.

A 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 a customary U.S. holiday) and on which the Fund's net asset
value is not calculated. As a result, the net asset value of a Fund may be
significantly affected by such trading on days when shareholders cannot purchase
or redeem shares of the Fund.

10. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

Each Fund intends to restrict sales of its shares to Participating
Insurance Companies and qualified plans so as to qualify for "look-through"
treatment under the investment diversification requirements of Code Section
817(h) which apply to certain insurance company separate accounts. Each Fund
also intends to manage its investments in accordance with the diversification
requirements of Code Section 817(h) so that any separate account that holds
shares in any of the Funds as its sole asset will comply with those
requirements. 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. The tax treatment of
distributions made to any shareholder will depend on the shareholder's tax
status.

The amount, timing and character of a Fund's income may be affected by
certain special U.S. tax rules that may apply to foreign or other investments of
a Fund. Any income received by a Fund from foreign investments may also be
subject to foreign income, withholding or other taxes.

-31-
<PAGE>

11. PERFORMANCE INFORMATION

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

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

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

AVERAGE ANNUAL TOTAL RETURNS

The average annual total return for each of the Funds for various
periods ending December 31, 1997, are shown on the following table:

<TABLE>
<CAPTION>
FUND 1-Year Life of Fund
<S> <C> <C>
Berger IPT - 100 Fund 13.76% 10.53% (since 5/1/96)

Berger IPT - Growth and Income Fund 24.99% 21.93% (since 5/1/96)

Berger IPT - Small Company Growth Fund 21.21% 11.87% (since 5/1/96)

Berger/BIAM IPT - International Fund N/A (2.10)% (since 5/1/97)
</TABLE>

12. ADDITIONAL INFORMATION

The Funds are separate series or portfolios established under the
Berger Institutional Products Trust, a Delaware business trust organized under
the Delaware Business Trust Act on October

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<PAGE>

17, 1995. The Berger IPT - 100 Fund, the Berger IPT - Growth and Income Fund
and the Berger IPT -Small Company Growth Fund were established under the Trust
on October 17, 1995. The Berger/BIAM IPT - International Fund was established
under the Trust in April 1997. Currently the Funds are the only series
established under the Trust, although others may be added in the future.

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

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.

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<PAGE>

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.

PRINCIPAL SHAREHOLDERS

As of February 23, 1998, the following shareholders owned of record
more than 5% of the outstanding shares of the Funds:

<TABLE>
<CAPTION>
Name and Address Berger IPT Berger IPT Berger IPT - Berger/BIAM
-100 Fund -Growth Small IPT -
and Income Company International
Fund Growth Fund Fund
- - ----------------- ---------- ---------- ----------- -------------
<S> <C> <C> <C> <C>
Berger Associates, 20.3% 21.6% 7.9% --
Inc.(1)
210 University Blvd.
#900
Denver, CO 80206

Great American Reserve 66.7% 78.4% 7.9% 64.9%(2)
Insurance Company
11815 N. Pennsylvania
St.
Carmel, IN 46032
First Great-West Life & -- -- 6.5% --
Annuity Insurance
Company
8515 East Orchard Road
Englewood, CO 80111

Great-West Life & -- -- 69.3% --
Annuity Insurance
Company
8515 East Orchard Road
Englewood, CO 80111

Ameritas Life Insurance 10.0% -- 6.6% --
Corp. Separate Account
LLVA and Separate
Account LLVL
5900 O Street
Lincoln, NE 68510

Canada Life Insurance -- -- -- 29.5%
Company of America
330 University Avenue
SP12
Toronto, Ontario, Canada
M5G1R8

BMA Variable Annuity -- -- -- 5.6%
BMA Tower
P.O. Box 419458
Kansas City, MO 64141-
6458

</TABLE>

(1) Berger Associates is a Delaware corporation which provided initial capital
to establish the Trust and each of the Funds. As a result of its current share
ownership, Berger Associates may be deemed to control the Berger/BIAM IPT -
International Fund (see (2) below) and the Trust.

(2) The shares owned of record by Great American Reserve Insurance Company
include shares attributable to a variable annuity contract owned by Berger
Associates, Inc., which constitute 64.4% of the outstanding shares of the Fund.

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<PAGE>

DISTRIBUTION

The Distributor is the principal underwriter of the shares of the
Funds. The Distributor is a registered broker-dealer under the Securities
Exchange Act of 1934 and is a member of the National Association of Securities
Dealers, Inc. The Distributor acts as the agent of the Funds in connection with
the sale of their shares in all states in which the shares are eligible for sale
and in which the Distributor is qualified as a broker-dealer.

The Trust, on behalf of each Fund, and the Distributor are parties to
a Distribution Agreement that continues through April 30, 1999, 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 of the Trust
who are not "interested persons" (as that term is defined in the Investment
Company Act of 1940) of the Trust or the Distributor. The Distribution
Agreement is subject to termination by a Fund or the Distributor on 60 days'
prior written notice, and terminates automatically in the event of its
assignment. Under the Distribution Agreement, the Distributor continuously
offers the shares of the Funds and solicits orders to purchase Fund shares at
net asset value.

OTHER INFORMATION

Davis, Graham & Stubbs LLP, 370 Seventeenth Street, Denver, Colorado,
acts as counsel to the Trust and the Funds.

Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, acted
as independent accountants for the Trust and each of the Funds for the fiscal
year ended December 31, 1997.

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 Funds, 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 Statement and the exhibits filed as a part thereof.

FINANCIAL STATEMENTS

The statements of assets and liabilities, including the schedules of
investments, and the related statements of operations for the fiscal year/period
ended December 31, 1997 and of changes in net assets and the financial
highlights for each of the perdiods indicated for each of the Funds, and the
Report of Independent Accountants thereon dated January 30, 1998, are
incorporated by reference into this Statement of Additional Information from the
Annual Report to Shareholders dated December 31, 1997, for the Funds. A copy of
the 1997 Annual Report is enclosed with this Statement of Additional
Information.

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<PAGE>

APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

Each of the Funds may invest in convertible securities of any
quality, including unrated securities or securities rated below investment grade
(Ba or lower by Moody's, BB or lower by S&P). However, a Fund will not purchase
any security in default at the time of purchase. None of the Funds will invest
more than 20% of the market value of its assets at the time of purchase in
convertible securities rated below investment grade.

Securities rated below investment grade are subject to greater risk
that adverse changes in the financial condition of their issuers or in general
economic conditions, or an unanticipated rise in interest rates, may impair the
ability of their issuers to make payments of interest and principal or
dividends. The market prices of lower grade 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. In the event of an
unanticipated default, a Fund will experience a reduction in its income and
could expect a decline in the market value of the securities affected. The
prices of these securities may be more volatile and the markets for them may be
less liquid than those for higher-rated securities.

Unrated securities, while not necessarily of lower quality than rated
securities, may not have as broad a market. Unrated securities will be included
in a Fund's percentage limits for investments rated below investment grade,
unless the Fund's advisor deems such securities to be the equivalent of
investment grade. If securities purchased by a Fund are downgraded following
purchase, or if other circumstances cause the Fund to exceed its percentage
limits on assets invested in securities rated below investment grade, the
director or trustees of the Fund, in consultation with the Fund's advisor, will
determine what action, if any, is appropriate in light of all relevant
circumstances.

Relying in part on ratings assigned by credit agencies in making
investments will not protect a Fund from the risk that the securities will
decline in value, since credit ratings represent evaluations of the safety of
principal, dividend and/or interest payments, and not the market values of such
securities. Moreover, such ratings may not be changed on a timely basis to
reflect subsequent events.

Although the market for high-yield debt securities has been in
existence for many years and from time to time has experienced economic
downturns, this market has involved a significant increase in the use of
high-yield debt securities to fund highly leverage corporate acquisitions and
restructurings. Past experience may not, therefore, provide an accurate
indication of future performance of the high-yield debt securities market,
particularly during periods of economic recession.

Expenses incurred in recovering an investment in a defaulted security
may adversely affect a Fund's net asset value. Moreover, the reduced liquidity
of the secondary market for such securities may adversely affect the market
price of, and the ability of a Fund to value, particular securities at certain
times, thereby making it difficult to make specific valuation determinations.

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

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<PAGE>

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.

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.

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.

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<PAGE>

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.

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<PAGE>

BERGER INSTITUTIONAL PRODUCTS TRUST

PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS:

(a) FINANCIAL STATEMENTS.

In Part A of the Registration Statement (Prospectus) for Berger IPT -
100 Fund, Berger IPT - Growth and Income Fund, Berger IPT - Small
Company Growth Fund and Berger/BIAM IPT - International Fund:

1. Financial Highlights for the Periods Indicated.

Incorporated by reference from the Trust's Annual Report dated
December 31, 1997, into Part B of this Registration Statement
(Statement of Additional Information) for the Berger IPT - 100 Fund,
Berger IPT - Growth and Income Fund, Berger IPT - Small Company Growth
Fund and Berger/BIAM IPT - International Fund:

1. Report of Independent Accountants, dated January 30, 1998

2. Schedules of Investments as of December 31, 1997

3. Statements of Assets and Liabilities as of December 31, 1997

4. Statements of Operations for the Year Ended December 31, 1997,
for the Berger IPT - 100 Fund, the Berger IPT - Growth and Income
Fund and the Berger IPT - Small Company Growth Fund, and for the
Period May 1, 1997 (Commencement of Investment Operations) to
December 31, 1997 for the Berger/BIAM IPT - International Fund

5. Statements of Changes in Net Assets for the Year Ended December
31, 1997, and the Period Ended December 31, 1996, for the Berger
IPT - 100 Fund, the Berger IPT - Growth and Income Fund and the
Berger IPT - Small Company Growth Fund, and for the Period Ended
December 31, 1997, for the Berger/BIAM IPT - International Fund

6. Notes to Financial Statements, December 31, 1997

7. Financial Highlights for the Periods Indicated.

In Part C of the Registration Statement:

None.

C-1
<PAGE>

(b) EXHIBITS.

The Exhibit Index following the signature pages below is incorporated
herein by reference.

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

On the date that this amendment to the Registration Statement becomes
effective, Berger Associates, Inc., a Delaware corporation, may be deemed a
control person of the Registrant and the Berger/BIAM IPT - International Fund
(the "Fund"). Berger Associates may be deemed a control person of the
Registrant as it may be deemed the beneficial owner of 31.6% of the Registrant's
shares outstanding. Berger Associates may be deemed a control person of the
Fund as shares of the Fund owned of record by Great American Reserve Insurance
Company include shares attributable to a variable annuity contract owned by
Berger Associates which constitute 64.4% of the shares outstanding of the Fund .
Berger Associates will continue to be a control person of the Fund or the
Registrant as long as it holds more than 25% of the respective shares
outstanding of either the Fund or the Registrant , as the term "control" is
defined in the Investment Company Act of 1940. As long as the Fund and the
Registrant are controlled by Berger Associates, they will be under common
control with the other companies controlled by Berger Associates' corporate
parent, Kansas City Southern Industries, Inc. ("KCSI"). See "Management and
Investment Advice" in the Prospectus and "Investment Advisor" in the Statement
of Additional Information for more information on KCSI and its affiliates.

Item 26. NUMBER OF HOLDERS OF SECURITIES

The number of record holders of shares of beneficial interest in each
series of Registrant's shares outstanding as of February 23, 1998, was as
follows:

<TABLE>
<CAPTION>
SERIES OR FUND NUMBER OF RECORD HOLDERS
OF SHARES
- - -------------------------------------------- ------------------------
<S> <C>
Berger IPT - 100 Fund 4

Berger IPT - Growth and Income Fund 2

Berger IPT - Small Company Growth Fund 6

Berger/BIAM IPT - International Fund 3
</TABLE>

C-2
<PAGE>

Item 27. INDEMNIFICATION

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

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

The business of Berger Associates, Inc., the investment advisor of the
Berger IPT - 100 Fund, the Berger IPT - Growth and Income Fund and the Berger
IPT - Small Company Growth Fund is described in the Prospectus in Section 6 and
in the Statement of Additional Information in Section 4 which are included in
this Registration Statement. Information relating to the business and other
connections of the officers and directors of Berger Associates (current and for
the past two years) is listed in Schedules A and D of Berger Associates' Form
ADV as filed with the Securities and Exchange Commission (File No. 801-9451,
dated December 30, 1997), which information from such schedules is incorporated
herein by reference.

The business of BBOI Worldwide LLC ("BBOI Worldwide"), the investment
advisor of the Berger/BIAM IPT - International Fund, is described in the
Prospectus in Section 6 and in the Statement of Additional Information in
Section 4 which are included in this Registration Statement. Information
relating to the business and other connections of the officers and managers of
BBOI Worldwide (current and for the past two years) is listed in Schedules A and
D of BBOI Worldwide's Form ADV as filed with the Securities and Exchange
Commission (File No. 801-52264, dated February 5, 1998 ), which information from
such schedules is incorporated herein by reference.

C-3
<PAGE>

The business of Bank of Ireland Asset Management (U.S.) Limited
("BIAM"), the sub-advisor to the Berger/BIAM IPT - International Fund, is also
described in Section 6 of the Prospectus and in Section 4 of the Statement of
Additional Information. Information relating to the business and other
connections of the officers and directors of BIAM (current and for the past two
years) is listed in Schedules A and D of BIAM's Form ADV as filed with the
Securities and Exchange Commission (File No. 801-29606, dated July 7, 1997),
which information from such schedules is incorporated herein by reference.

Item 29. PRINCIPAL UNDERWRITERS

(a) Investment companies (other than the Registrant) for which the
Registrant's principal underwriter also acts as principal underwriter:

The One Hundred Fund, Inc.
Berger One Hundred and One Fund, Inc.
Berger Investment Portfolio Trust
- - --Berger Small Company Growth Fund
- - --Berger New Generation Fund
- - --Berger Balanced Fund
- - --Berger Select Fund
- - --Berger Mid Cap Growth Fund
Berger/BIAM Worldwide Funds Trust
- - --Berger/BIAM International Fund
- - --International Equity Fund
- - --Berger/BIAM International CORE Fund
Berger Omni Investment Trust
- - --Berger Small Cap Value Fund

C-4
<PAGE>

(b) For Berger Distributors, Inc.:

<TABLE>
<CAPTION>
Name Positions and Positions and
Offices with Offices with
Underwriter Registrant
- - ---------------- --------------------------- -------------------------
<S> <C> <C>
Edgar F. Allison President and Director None

David G. Mertens Vice President and Director None

David J. Schultz Chief Financial Officer, Assistant Treasurer
Secretary and Treasurer

Brian S. Ferrie Vice President and Chief None
Compliance Officer

Kevin R. Fay Director Vice President, Secretary
and Treasurer
</TABLE>

The principal business address of Mr. Mertens is 1850 Parkway Place,
Suite 420, Marietta, GA 30067. The principal business address of each of the
other persons in the table above is 210 University Blvd., Suite 900, Denver, CO
80206.

Item 30. LOCATION OF ACCOUNTS AND RECORDS

The accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained as follows:

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

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

C-5
<PAGE>

information and other records are maintained at the offices of
the Registrant at 210 University Boulevard, Suite 900, Denver,
Colorado 80206.

(c) Certain records relating to day-to-day portfolio management of
the Berger/BIAM IPT - International Fund are kept at Bank of
Ireland Asset Management (U.S.) Limited, 26 Fitzwilliam Street,
Dublin 2, Ireland; or at Bank of Ireland Asset Management (U.S.)
Limited, 20 Horseneck Lane, Greenwich, Connecticut 06830.

Item 31. MANAGEMENT SERVICES

The Registrant has no management-related service contract which is not
discussed in Parts A and B of this form. See Section 7 of the Prospectus and
Section 5 of the Statement of Additional Information for a discussion of the
Recordkeeping and Pricing Agent Agreement entered into between the Registrant
and IFTC and the Administrative Services Agreements entered into between the
Registrant and Berger Associates, Inc., and between the Registrant and BBOI
Worldwide LLC, investment advisors to various series of the Registrant.

Item 32. UNDERTAKINGS

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

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

2. Whenever ten or more shareholders of record who have been
shareholders of the Registrant for at least six months, and who hold in the
aggregate either shares having a net asset value of at least $25,000 or at least
1% of the outstanding shares of the Registrant, whichever is less, apply to the
trustees in writing stating that they wish to communicate with other
shareholders with a view to obtaining signatures to request such a meeting, and
deliver to the trustees a form of communication and request which they wish to
transmit, the trustees within 5 business days after receipt of such application
either will (i) give such applicants access to a list of the names and addresses
of all shareholders of record of the Registrant, or (ii) inform such applicants
of the approximate number of shareholders of record and

C-6
<PAGE>

the approximate cost of mailing the proposed communication and form of request.

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

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

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

C-7
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City and County of Denver, and State of
Colorado, on the 27th day of February, 1998.

BERGER INSTITUTIONAL PRODUCTS TRUST
(Registrant)

By/s/ Gerard M. Lavin
---------------------------------
Name: Gerard M. Lavin
----------------------------
Title: President
---------------------------

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

Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Gerard M. Lavin
- - ------------------------- President (Principal February 27, 1998
Gerard M. Lavin Executive Officer)
and Trustee

/s/ Kevin R. Fay
- - ------------------------- Vice President, February 27, 1998
Kevin R. Fay Secretary and
Treasurer (Principal
Financial and
Accounting Officer)

/s/Dennis E. Baldwin*
- - ------------------------- Trustee February 27, 1998
Dennis E. Baldwin

/s/William M.B. Berger*
- - ------------------------- Trustee February 27, 1998
William M.B. Berger

C-8
<PAGE>

/s/Louis R. Bindner*
- - ------------------------- Trustee February 27, 1998
Louis R. Bindner

/s/Katherine A. Cattanach*
- - ------------------------- Trustee February 27, 1998
Katherine A. Cattanach

/s/Paul R. Knapp*
- - ------------------------- Trustee February 27, 1998
Paul R. Knapp

/s/Harry T. Lewis, Jr.*
- - ------------------------- Trustee February 27, 1998
Harry T. Lewis, Jr.

/s/Michael Owen*
- - ------------------------- Trustee February 27, 1998
Michael Owen

/s/William Sinclaire*
- - ------------------------- Trustee February 27, 1998
William Sinclaire

/s/ Gerard M. Lavin
- - -------------------------
*By: Gerard M. Lavin,
Attorney-in-fact
</TABLE>

C-9
<PAGE>

<TABLE>
<CAPTION>
EXHIBIT INDEX

N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
- - ------------ ----------- ---------------
<S> <C> <C>
(1) Exhibit 1 Trust Instrument
(1) Exhibit 2 Bylaws
Exhibit 3 Not Applicable
Exhibit 4 Not Applicable
(1) Exhibit 5.1 Form of Investment Advisory
Agreement for Berger IPT - 100 Fund
(1) Exhibit 5.2 Form of Investment Advisory
Agreement for Berger IPT - Growth
and Income Fund
(1) Exhibit 5.3 Form of Investment Advisory
Agreement for Berger IPT - Small
Company Growth Fund
(3) Exhibit 5.4 Form of Investment Advisory
Agreement for Berger/BIAM IPT -
International Fund
(3) Exhibit 5.5 Form of Sub-Advisory Agreement for
Berger/BIAM IPT - International
Fund
(2) Exhibit 6 Distribution Agreement between
Berger Institutional Products Trust
and Berger Distributors, Inc.
Exhibit 7 Not Applicable
(1) Exhibit 8 Form of Custody Agreement
(1) Exhibit 9.1.1 Form of Administrative Services
Agreement for Berger IPT - 100 Fund
(1) Exhibit 9.1.2 Form of Administrative Services
Agreement for Berger IPT - Growth
and Income Fund
(1) Exhibit 9.1.3 Form of Administrative Services
Agreement for Berger IPT - Small
Company Growth Fund
(3) Exhibit 9.1.4 Form of Administrative Services
Agreement for Berger/BIAM IPT -
International Fund
(3) Exhibit 9.1.5 Form of Sub-Administration
Agreement for Berger/BIAM IPT -
International Fund
(1) Exhibit 9.2 Form of Recordkeeping and Pricing
Agent Agreement

<PAGE>

(1) Exhibit 9.3 Form of Agency Agreement
(1) Exhibit 9.4 Form of Participation Agreement
between Berger Institutional
Products Trust, Berger Associates,
Inc. and Great American Reserve
Insurance Company
(2) Exhibit 9.5 Form of Participation Agreement
between Berger Institutional
Products Trust, Berger Associates,
Inc. and Ameritas Life Insurance
Company
(3) Exhibit 9.6 Form of Participation Agreement
between Berger Institutional
Products Trust, BBOI Worldwide LLC
and Great American Reserve
Insurance Company
(3) Exhibit 9.7 Form of Participation Agreement
between Berger Institutional
Products Trust, Berger Associates,
Inc., Berger Distributors, Inc.,
Charles Schwab & Co. Inc. and
Great-West Life & Annuity Insurance
Company
(3) Exhibit 9.8 Form of Participation Agreement
between Berger Institutional
Products Trust, Berger Associates,
Inc., Berger Distributors, Inc.,
Charles Schwab & Co. Inc. and First
Great-West Life & Annuity Insurance
Company
(3) Exhibit 9.9 Form of Participation Agreement
between Berger Institutional
Products Trust, BBOI Worldwide LLC
and Canada Life Insurance Company
of America
(3) Exhibit 9.10 Form of Participation Agreement
between Berger Institutional
Products Trust, BBOI Worldwide LLC
and Canada Life Insurance Company
of New York
(3) Exhibit 9.11 Form of Participation Agreement
between Berger Institutional
Products Trust, Berger Associates,

<PAGE>

Inc. and Prudential Insurance
Company of America
(3) Exhibit 9.12 Form of Participation Agreement
between Berger Institutional
Products Trust, BBOI Worldwide LLC
and Prudential Insurance Company of
America

(4) Exhibit 9.13 Form of Participation Agreement
between Berger Institutional
Products Trust, Berger Associates,
Inc. and Canada Life Insurance
Company of America
(5) Exhibit 9.14 Form of Participation Agreement
between Berger Institutional
Products Trust, Berger Associates,
Inc. and Canada Life Insurance
Company of New York
*Exhibit 9.15 EX-99.B9.15 Form of Participation Agreement
between Berger Institutional
Products Trust, Berger Associates,
Inc. and Business Men's Assurance
Company of America
(1) Exhibit 10 Opinion and consent of Davis,
Graham & Stubbs LLP
* Exhibit 11 EX-99.B11 Consent of Price Waterhouse LLP
Exhibit 12 Not Applicable
(1) Exhibit 13 Investment Letter from Initial
Stockholder
Exhibit 14 Not Applicable
Exhibit 15 Not Applicable
(1) Exhibit 16 Schedule for Computation of
Performance Data
* Exhibit 17.1 EX-27.1 Financial Data Schedule for Berger
IPT - 100 Fund
* Exhibit 17.2 EX-27.2 Financial Data Schedule for Berger
IPT - Growth and Income Fund
* Exhibit 17.3 EX-27.3 Financial Data Schedule for Berger
IPT - Small Company Growth Fund
* Exhibit 17.4 EX-27.4 Financial Data Schedule for
Berger/BIAM IPT - International
Fund
Exhibit 18 Not Applicable
</TABLE>

<PAGE>

- - --------------------------
* Filed herewith.
(1) Previously filed on April 18, 1996, with Pre-Effective Amendment No. 1 to
the Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.
(2) Previously filed on February 14, 1997, with Post-Effective Amendment No. 2
to the Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.
(3) Previously filed on April 18, 1997, with Post-Effective Amendment No. 3 to
the Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.
(4) This agreement is identical to Exhibit 9.9 to this Registration Statement,
except that Berger Associates, Inc. is substituted for BBOI Worldwide LLC
as a party.
(5) This agreement is identical to Exhibit 9.10 to this Registration Statment,
except that Berger Associates, Inc. is substituted for BBOI Worldwide LLC
as a party.

<PAGE>

EX-99.B9.15

PARTICIPATION AGREEMENT

Among

BERGER INSTITUTIONAL PRODUCTS TRUST

BBOI WORLDWIDE LLC

and

BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA

THIS AGREEMENT, made and entered into this 21st day of November, 1997 by
and among BUSINESS MEN'S ASSURANCE COMPANY OF AMERICA, (hereinafter the
"Insurance Company"), a Missouri corporation, on its own behalf and on behalf of
each segregated asset account of the Insurance Company set forth on Schedule A
hereto as may be amended from time to time (each such account hereinafter
referred to as the "Account"), BERGER INSTITUTIONAL PRODUCTS TRUST, a Delaware
business trust (the "Trust") and BBOI WORLDWIDE LLC, a Delaware limited
liability company ("BBOI Worldwide").

WHEREAS, the Trust engages in business as an open-end management investment
company and is available to act as the investment vehicle for variable annuity
and life insurance contracts to be offered by separate accounts of insurance
companies which have entered into participation agreements substantially
identical to this Agreement ("Participating Insurance Companies") and for
qualified retirement and pension plans ("Qualified Plans"); and

WHEREAS, the beneficial interest in the Trust is divided into several
series of shares, each designated a "Fund" and representing the interest in a
particular managed portfolio of securities and other assets; and

WHEREAS, the Trust has obtained an order from the Securities and Exchange
Commission (the "Commission"), dated April 24, 1996 (File No. 812-9852),
granting Participating Insurance Companies and their separate accounts
exemptions from the provisions of Sections 9(a), 13(a), 15(a), and 15(b) of the
Investment Company Act of 1940, as amended, (the "1940 Act") and Rules
6e-2(b)(15) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit
shares of the Trust to be sold to and held by Qualified Plans and by variable
annuity and variable life insurance separate accounts of life insurance
companies that may or may not be affiliated with one another (the "Mixed and
Shared Funding Exemptive Order"); and

WHEREAS, the Trust is registered as an open-end management investment
company under the 1940 Act and the offering of its shares is registered under
the Securities Act of 1933, as amended (hereinafter the "1933 Act"); and

WHEREAS, BBOI Worldwide is duly registered as an investment adviser under
the Investment Advisers Act of 1940 and any applicable state securities law; and

WHEREAS, the Insurance Company has registered under the 1933 Act, or will
register under the 1933 Act, certain variable annuity or variable life insurance
contracts identified by the form number(s) listed on Schedule B to this
Agreement, as amended from time to time hereafter by mutual written agreement of
all the parties hereto (the "Contracts"); and

<PAGE>

WHEREAS, each Account is a duly organized, validly existing segregated
asset account, established by resolution of the board of directors of the
Insurance Company on the date shown for that Account on Schedule A hereto, to
set aside and invest assets attributable to the Contracts; and

WHEREAS, the Insurance Company has registered or will register each Account
as a unit investment trust under the 1940 Act; and

WHEREAS, to the extent permitted by applicable insurance laws and
regulations, the Insurance Company intends to purchase shares in the Funds at
net asset value on behalf of each Account to fund the Contracts;

NOW, THEREFORE, in consideration of their mutual promises, the Insurance
Company, the Trust and BBOI Worldwide agree as follows:

ARTICLE I
SALE OF TRUST SHARES

1.1. The Trust agrees to sell to the Insurance Company those shares of
the Trust which each Account orders, executing such orders on a daily basis at
the net asset value next computed after receipt by the Trust or its designee of
the order for the shares of the Trust. For purposes of this Section 1.1, the
Insurance Company shall be the designee of the Trust for receipt of such orders
from the Accounts and receipt by such designee shall constitute receipt by the
Trust; provided that the Trust receives notice of such order by 7:00 a.m.,
Mountain Time, on the next following Business Day. In this Agreement, "Business
Day" shall mean any day on which the New York Stock Exchange is open for trading
and on which the Trust calculates its net asset value pursuant to the rules of
the Commission.

1.2. The Trust agrees to make its shares available for purchase at the
applicable net asset value per share by the Insurance Company and its Accounts
on those days on which the Trust calculates its Funds' net asset values pursuant
to rules of the Commission and the Trust shall use reasonable efforts to
calculate its Funds' net asset values on each day on which the New York Stock
Exchange is open for trading. Notwithstanding the foregoing, the trustees of
the Trust may refuse to sell shares of any Fund to any person, or suspend or
terminate the offering of shares of any Fund if such action is required by law
or by regulatory authorities having jurisdiction or is, in the sole discretion
of the trustees of the Trust acting in good faith and in light of their
fiduciary duties under federal and any applicable state laws, necessary in the
best interests of the shareholders of that Fund.

1.3. The Trust agrees that all shares of the Funds will be sold only to
Insurance Companies which have agreed to participate in the Trust to fund their
separate accounts and/or to Qualified Plans, all in accordance with the
requirements of Section 817(h) of the Internal Revenue Code of 1986, as amended
("Code") and Treasury Regulation 1.817-5. Shares of the Funds will not be
sold to the general public.

1.4. The Trust will not sell its shares to any insurance company or
separate account unless an agreement containing provisions substantially the
same as Sections 2.4, 3.4, 3.5, and Sections 7.1 - 7.7 of this Agreement is in
effect to govern such sales.

1.5. The Trust agrees to redeem, on the Insurance Company's request, any
full or fractional shares of the Trust held by the Account, executing such
requests on a daily basis at the net asset value next computed after receipt by
the Trust or its designee of the request for redemption. However, if one or
more Funds has determined to settle redemption transactions for all of its
shareholders on a delayed basis (more than one business day, but in no event
more than three Business Days, after the date on which the redemption order is
received, unless otherwise permitted by an order of the Commission under Section
22(e) of the 1940 Act), the Trust shall be permitted to delay sending redemption
proceeds to the Insurance Company by the same number of days that the Trust is
delaying sending redemption proceeds to the other shareholders of the Fund. For
purposes of this Section 1.5, the Insurance Company shall be the designee of the
Trust for receipt of requests for redemption from each Account and receipt by
that designee shall constitute receipt

-2-
<PAGE>

by the Trust; provided that the Trust receives notice of the request for
redemption by 7:00 a.m., Mountain Time, on the next following Business Day.

1.6. The Insurance Company agrees to purchase and redeem the shares of
each Fund offered by the then-current prospectus of the Trust in accordance with
the provisions of that prospectus.

1.7. The Insurance Company shall pay for Trust shares by 1:00 p.m.,
Mountain Time, on the next Business Day after an order to purchase Trust shares
is made in accordance with the provisions of Section 1.1 hereof. Payment shall
be in federal funds transmitted by wire. For the purpose of Sections 2.9 and
2.10, upon receipt by the Trust of the federal funds so wired, such funds shall
cease to be the responsibility of the Insurance Company and shall become the
responsibility of the Trust. Payment of net redemption proceeds (aggregate
redemptions of a Fund's shares by an Account minus aggregate purchases of that
Fund's shares by that Account) of less than $1 million for a given Business Day
will be made by wiring federal funds to the Insurance Company on the next
Business Day after receipt of the redemption request. Payment of net redemption
proceeds of $1 million or more will be by wiring federal funds within three
Business Days after receipt of the redemption request. 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.

1.8. Issuance and transfer of the Trust's shares will be by book entry
only. Stock certificates will not be issued to the Insurance Company or any
Account. Shares ordered from the Trust will be recorded in an appropriate title
for each Account or the appropriate subaccount of each Account.

1.9. The Trust shall furnish same day notice (by wire or telephone,
followed by written confirmation) to the Insurance Company of any income,
dividends or capital gain distributions payable on the Funds' shares. The
Insurance Company hereby elects to receive all income dividends and capital gain
distributions payable on a Fund's shares in additional shares of that Fund. The
Insurance Company reserves the right to revoke this election and to receive all
such income dividends and capital gain distributions in cash. The Trust shall
notify the Insurance Company of the number of shares issued as payment of
dividends and distributions.

1.10. The Trust shall make the net asset value per share for each Fund
available to the Insurance Company on a daily basis as soon as reasonably
practical after the net asset value per share is calculated and shall use its
best efforts to make those per-share net asset values available by 5:00 p.m.,
Mountain Time. If the Trust provides the Insurance Company with materially
incorrect share net asset value information through no fault of the Insurance
Company, the Insurance Company on behalf of the Account, shall be entitled to an
adjustment to the number of shares purchased or redeemed to reflect the correct
share net asset value. Any material error in the calculation of net asset value
per share, dividend or capital gain information shall be reported promptly upon
discovery to the Insurance Company.

ARTICLE II
REPRESENTATIONS, WARRANTIES AND AGREEMENTS

2.1. The Insurance Company represents, warrants and agrees that the
offerings of the Contracts are, or will be, registered under the 1933 Act; that
the Contracts will be issued and sold in compliance in all material respects
with all applicable federal and state laws and that the sale of the Contracts
shall comply in all material respects with applicable state insurance
suitability requirements. The Insurance Company further represents that it is
an insurance company duly organized and in good standing under applicable law
and that it has legally and validly established the Account prior to any
issuance or sale thereof as a segregated asset account under Section 376.309
RSMo of the Missouri insurance code and has registered, or warrants and agrees
that prior to any issuance or sale of the Contracts it will register, the
Account as a unit investment trust in accordance with the provisions of the 1940
Act to serve as a segregated investment account for the Contracts.

2.2. The Trust warrants and agrees that Trust shares sold pursuant to
this Agreement shall be registered under the 1933 Act, duly authorized for
issuance and sale in compliance with the laws of the State of Delaware and all

-3-
<PAGE>

applicable federal securities laws and that the Trust is and shall remain
registered under the 1940 Act. The Trust warrants and agrees that it shall
amend the registration statement for its shares under the 1933 Act and the 1940
Act from time to time as required in order to effect the continuous offering of
its shares. The Trust shall register and qualify the shares for sale in
accordance with the laws of the various states only if and to the extent deemed
advisable by the Trust or BBOI Worldwide.

2.3. The Trust represents that it is currently qualified as a Regulated
Investment Company under Subchapter M of the Internal Revenue Code of 1986, as
amended, (the "Code") and warrants and agrees that it will maintain its
qualification (under Subchapter M or any successor or similar provision) and
that it will notify the Insurance Company immediately upon having a reasonable
basis for believing that it has ceased to so qualify or that it might not so
qualify in the future.

2.4. The Insurance Company represents that the Contracts are currently
treated as annuity or life insurance contracts under applicable provisions of
the Code and warrants and agrees that it will make every effort to maintain such
treatment and that it will notify the Trust and BBOI Worldwide immediately upon
having a reasonable basis for believing that the Contracts have ceased to be so
treated or that they might not be so treated in the future.

2.5. The Trust may elect to make payments to finance distribution
expenses pursuant to Rule 12b-1 under the 1940 Act. To the extent that it
decides to finance distribution expenses pursuant to Rule 12b-1, the Trust
undertakes to have a board of trustees, a majority of whom are not interested
persons of the Trust, formulate and approve any plan under Rule 12b-1 to finance
distribution expenses.

2.6. The Trust makes no representation nor warranties as to whether any
aspect of its operations (including, but not limited to, fees and expenses and
investment policies) complies or will comply with the insurance laws or
regulations of the various states.

2.7. The Trust represents that it is lawfully organized and validly
existing under the laws of the State of Delaware and represents, warrants and
agrees that it does and will comply in all material respects with the 1940 Act.

2.8. BBOI Worldwide represents that it is and warrants that it shall
remain duly registered as an investment adviser under all applicable federal and
state securities laws and agrees that it shall perform its obligations for the
Trust in compliance in all material respects with the laws of the State of
Colorado and any applicable state and federal securities laws.

2.9. The Trust and BBOI Worldwide represent and warrant that all of their
officers, employees, investment advisers, investment sub-advisers, and other
individuals or entities described in Rule 17g-1 under the 1940 Act dealing with
the money and/or securities of the Trust are, and shall continue to be at all
times, covered by a blanket fidelity bond or similar coverage for the benefit of
the Trust in an amount not less than the minimum coverage required currently by
Rule 17g-1 under the 1940 Act or related provisions as may be promulgated from
time to time. That fidelity bond shall include coverage for larceny and
embezzlement and shall be issued by a reputable bonding company.

2.10. The Insurance Company represents and warrants that all of its
officers, employees, investment advisers, and other individuals or entities
described in Rule 17g-1 under the 1940 Act shall to the extent required by Rule
17g-1 be at all times covered by a blanket fidelity bond or similar coverage for
the benefit of the Trust.

ARTICLE III
DISCLOSURE DOCUMENTS AND VOTING

3.1. At least annually, the Trust or its designee shall provide the
Insurance Company, free of charge, with as many copies of the current prospectus
for shares of the Funds as the Insurance Company may reasonably request for
distribution to existing Contract owners whose Contracts are funded by such
shares. The Trust or its designee shall provide the Insurance Company, at the
Insurance Company's expense, with as many more copies of the current

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prospectus for the shares as the Insurance Company may reasonably request for
distribution to prospective purchasers of Contracts. If requested by the
Insurance Company in lieu thereof, the Trust or its designee shall provide such
documentation (including "Camera Ready" copy of the prospectus as set in type
or, at the request of the Insurance Company, as a diskette in the form sent to
the financial printer) and other assistance as is reasonably necessary in order
for the parties hereto once a year (or more frequently if the prospectus for the
shares is supplemented or amended) to have the prospectuses for the Contracts
and the prospectus for the Trust shares and any other fund shares offered under
the Contracts printed together in one document. The expense of such printing
will be apportioned between (a) the Insurance Company, (b) other funds, and (c)
the Trust in proportion to the number of pages of the Contract, other fund
shares' prospectuses and the Trust shares prospectus, taking account of other
relevant factors affecting the expense of printing, such as covers, columns,
graphs and charts. The Trust shall bear the cost of printing the shares'
prospectus portion of such document for distribution only to owners of existing
Contracts funded by the Trust shares, and the Insurance Company shall bear all
other expenses of printing the combined documents. The Insurance Company shall
bear all printing expenses of such combined documents where used for
distribution to prospective purchasers or to owners of existing Contracts not
funded by the shares.

3.2. The Trust's prospectus shall state that the Statement of Additional
Information for the Trust (the "SAI") is available from the Trust, and BBOI
Worldwide (or the Trust), at its expense, shall print and provide the SAI free
of charge to the Insurance Company and to any owner of a Contract or prospective
owner who requests the SAI.

3.3. The Trust, at its expense, shall provide the Insurance Company with
copies of its proxy material, reports to shareholders and other communications
to shareholders in such quantity as the Insurance Company shall reasonably
require for distributing to Contract owners.

3.4. If and to the extent required by law, the Insurance Company shall:

(i) solicit voting instructions from Contract owners;

(ii) vote the Trust shares in accordance with instructions
received from Contract owners; and

(iii) vote Trust shares for which no instructions have been
received in the same proportion as Trust shares of that Fund for which
instructions have been received;

so long as and to the extent that the Commission continues to interpret the 1940
Act to require pass-through voting privileges for variable contract owners. The
Insurance Company reserves the right to vote Trust shares held in any segregated
asset account in its own right, to the extent permitted by law. Participating
Insurance Companies shall be responsible for assuring that each of their
separate accounts participating in the Trust calculates voting privileges in a
manner consistent with the standards set forth on Schedule C attached hereto and
incorporated herein by this reference, which standards will also be provided to
the other Participating Insurance Companies. The Insurance Company shall
fulfill its obligation under, and abide by the terms and conditions of, the
Mixed and Shared Funding Exemptive Order.

3.5. The Trust will comply with all provisions of the 1940 Act requiring
voting by shareholders, and in particular the Trust will either provide for
annual meetings (except insofar as the Commission may interpret Section 16 of
the 1940 Act not to require such meetings) or, as the Trust currently intends,
comply with Section 16(c) of the 1940 Act (although the Trust is not one of the
trusts described in Section 16(c) of that Act) as well as with Sections 16(a)
and, if and when applicable, 16(b). Further, the Trust will act in accordance
with the Commission's interpretation of the requirements of Section 16(a) with
respect to periodic elections of trustees and with whatever rules the Commission
may promulgate with respect thereto.

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ARTICLE IV
SALES MATERIAL AND INFORMATION

4.1. The Insurance Company shall furnish, or shall cause to be furnished,
to the Trust or its designee, each piece of sales literature or other
promotional material in which the Trust, a sub-adviser of one of the Funds, or
BBOI Worldwide is named, at least fifteen calendar days prior to its use. No
such material shall be used if the Trust or its designee objects to such use
within ten calendar days after receipt of such material.

4.2. The Insurance Company shall not give any information or make any
representations or statements on behalf of the Trust or concerning the Trust in
connection with the sale of the Contracts other than the information or
representations contained in the Trust's registration statement, prospectus or
SAI, as that registration statement, prospectus or SAI may be amended or
supplemented from time to time, or in reports or proxy statements for the Trust,
or in sales literature or other promotional material approved by the Trust or
its designee or by BBOI Worldwide or its designee, except with the permission of
the Trust or BBOI Worldwide or their designees.

4.3. The Trust, BBOI Worldwide, or its designee shall furnish, or shall
cause to be furnished, to the Insurance Company or its designee, each piece of
sales literature or other promotional material in which the Insurance Company or
the Account is named at least fifteen calendar days prior to its use. No such
material shall be used if the Insurance Company or its designee objects to such
use within ten calendar days after receipt of that material.

4.4. The Trust and BBOI Worldwide, or their designees, shall not give any
information or make any representations on behalf of the Insurance Company or
concerning the Insurance Company, any Account, or the Contracts other than the
information or representations contained in a registration statement, prospectus
or statement of additional information for the Contracts, as that registration
statement, prospectus or statement of additional information may be amended or
supplemented from time to time, or in published reports for any Account which
are in the public domain or approved by the Insurance Company for distribution
to Contract owners, or in sales literature or other promotional material
approved by the Insurance Company or its designee, except with the permission of
the Insurance Company.

4.5. The Trust will provide to the Insurance Company at least one
complete copy of each registration statement, prospectus, statement of
additional information, report, proxy statement, piece of sales literature or
other promotional material, application for exemption, request for no-action
letter, and any amendment to any of the above, that relate to the Trust or its
shares, contemporaneously with the filing of the document with the Commission,
the National Association of Securities Dealers, Inc. ("NASD"), or other
regulatory authorities.

4.6. The Insurance Company will provide to the Trust at least one
complete copy of each registration statement, prospectus, statement of
additional information, report, solicitation for voting instructions, piece of
sales literature and other promotional material, application for exemption,
request for no-action letter, and any amendment to any of the above, that
relates to the Contracts or the Account, contemporaneously with the filing of
the document with the Commission, the NASD, or other regulatory authorities.

4.7. For purposes of this Article IV, the phrase "sales literature or
other promotional material" includes, but is not limited to, advertisements,
newspaper, magazine, or other periodical, radio, television, telephone or tape
recording, videotape display, signs or billboards, motion pictures, or other
public media, sales literature (I.E., any written communication distributed or
made generally available to customers or the public, including brochures,
circulars, research reports, market letters, form letters, shareholder
newsletters, seminar texts, reprints or excerpts of any other advertisement,
sales literature, or published article), educational or training materials or
other communications distributed or made generally available to some or all
agents or employees, and registration statements, prospectuses, statements of
additional information, shareholder reports, and proxy materials.

4.8. At the request of any party to this Agreement, each other party will
make available to the other party's independent auditors and/or representative
of the appropriate regulatory agencies, all records, data and access to
operating procedures that may be reasonably requested.

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ARTICLE V
FEES AND EXPENSES

5.1. The Trust and BBOI Worldwide shall pay no fee or other compensation
to the Insurance Company under this agreement, except as set forth in Section
5.4 and except that if the Trust or any Fund adopts and implements a plan
pursuant to Rule 12b-1 to finance distribution expenses, BBOI Worldwide or the
Trust may make payments to the Insurance Company in amounts consistent with that
12b-1 plan, subject to review by the trustees of the Trust.

5.2. All expenses incident to performance by the Trust under this
Agreement shall be paid by the Trust. The Trust shall see to it that any
offering of its shares is registered and that all of its shares are authorized
for issuance in accordance with applicable federal law and, if and to the extent
deemed advisable by the Trust or BBOI Worldwide, in accordance with applicable
state laws prior to their sale. The Trust shall bear the cost of registration
and qualification of the Trust's shares, preparation and filing of the Trust's
prospectus and registration statement, proxy materials and reports, setting the
prospectus in type, setting in type and printing the proxy materials and reports
to shareholders, the preparation of all statements and notices required by any
federal or state law, and all taxes on the issuance or transfer of the Trust's
shares.

5.3. The Insurance Company shall bear the expenses of printing and
distributing to Contract owners the Contract prospectuses and of distributing to
Contract owners the Trust's prospectus, proxy materials and reports.

ARTICLE VI
DIVERSIFICATION

6.1. The Trust will comply with Section 817(h) of the Code and Treasury
Regulation 1.817-5 relating to the diversification requirements for variable
annuity, endowment, modified endowment or life insurance contracts and any
amendments or other modifications to that Section or Regulation at all times
necessary to satisfy those requirements. The Trust will notify the Insurance
Company immediately if it has a reasonable basis for believing any Fund has
ceased to comply or might cease to comply and will immediately take all
reasonable steps to adequately diversify the Fund to achieve compliance.

ARTICLE VII
POTENTIAL CONFLICTS

7.1. The trustees of the Trust will monitor the Trust for the existence
of any material irreconcilable conflict between the interests of the variable
Contract owners of all separate accounts investing in the Trust and the
participants of all Qualified Plans investing in the Trust. An irreconcilable
material conflict may arise for a variety of reasons, including: (a) an action
by any state insurance regulatory authority; (b) a change in applicable federal
or state insurance, tax, or securities laws or regulations, or a public ruling,
private letter ruling, no-action or interpretive letter, or any similar action
by insurance, tax, or securities regulatory authorities; (c) an administrative
or judicial decision in any relevant proceeding; (d) the manner in which the
investments of any Fund are being managed; (e) a difference in voting
instructions given by variable annuity contract and variable life insurance
contract owners; or (f) a decision by a Participating Insurance Company to
disregard the voting instructions of variable contract owners. The trustees of
the Trust shall promptly inform the Insurance Company if they determine that an
irreconcilable material conflict exists and the implications thereof. The
trustees of the Trust shall have sole authority to determine whether an
irreconcilable material conflict exists and their determination shall be binding
upon the Insurance Company.

7.2. The Insurance Company and BBOI Worldwide each will report promptly
any potential or existing conflicts of which it is aware to the trustees of the
Trust. The Insurance Company and BBOI Worldwide each will assist the trustees
of the Trust in carrying out their responsibilities under the Mixed and Shared
Funding Exemptive Order, by providing the trustees of the Trust with all
information reasonably necessary for them to consider any issues raised. This

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includes, but is not limited to, an obligation by the Insurance Company to
inform the trustees of the Trust whenever Contract owner voting instructions are
to be disregarded. These responsibilities shall be carried out by the Insurance
Company with a view only to the interests of the Contract owners and by BBOI
Worldwide with a view only to the interests of Contract holders and Qualified
Plan participants.

7.3. If it is determined by a majority of the trustees of the Trust, or a
majority of the trustees who are not interested persons of the Trust, any of its
Funds, or BBOI Worldwide (the "Independent Trustees"), that a material
irreconcilable conflict exists, the Insurance Company and/or other Participating
Insurance Companies or Qualified Plans that have executed participation
agreements shall, at their expense and to the extent reasonably practicable (as
determined by a majority of the Independent Trustees), take whatever steps are
necessary to remedy or eliminate the irreconcilable material conflict, up to and
including: (1) withdrawing the assets allocable to some or all of the separate
accounts from the Trust or any Fund and reinvesting those assets in a different
investment medium, including (but not limited to) another Fund of the Trust, or
submitting the question whether such segregation should be implemented to a vote
of all affected variable contract owners and, as appropriate, segregating the
assets of any appropriate group (E.G., annuity contract owners, life insurance
contract owners, or variable contract owners of one or more Participating
Insurance Companies) that votes in favor of such segregation, or offering to the
affected variable contract owners the option of making such a change; and (2)
establishing a new registered management investment company or managed separate
account and obtaining any necessary approvals or orders of the Commission in
connection therewith.

7.4. If a material irreconcilable conflict arises because of a decision
by the Insurance Company to disregard Contract owner voting instructions and
that decision represents a minority position or would preclude a majority vote,
the Insurance Company may be required, at the Trust's election, to withdraw the
affected Account's investment in the Trust and terminate this Agreement with
respect to that Account; provided, however, that such withdrawal and termination
shall be limited to the extent required by the foregoing material irreconcilable
conflict as determined by a majority of the Independent Trustees. Any such
withdrawal and termination must take place within six (6) months after the Trust
gives written notice that this provision is being implemented, and, until the
end of that six month period, the Trust shall continue to accept and implement
orders by the Insurance Company for the purchase (and redemption) of shares of
the Trust.

7.5. If a material irreconcilable conflict arises because a particular
state insurance regulator's decision applicable to the Insurance Company
conflicts with the majority of other state regulators, then the Insurance
Company will withdraw the affected Account's investment in the Trust and
terminate this Agreement with respect to that Account within six months after
the trustees of the Trust inform the Insurance Company in writing that they have
determined that the state insurance regulator's decision has created an
irreconcilable material conflict; provided, however, that such withdrawal and
termination shall be limited to the extent required by the foregoing material
irreconcilable conflict as determined by a majority of the Independent Trustees.
Until the end of the foregoing six month period, the Trust shall continue to
accept and implement orders by the Insurance Company for the purchase (and
redemption) of shares of the Trust.

7.6. For purposes of Sections 7.3 through 7.6 of this Agreement, a
majority of the Independent Trustees shall determine whether any proposed action
adequately remedies any irreconcilable material conflict, but in no event will
the Trust be required to establish a new funding medium for the Contracts. The
Insurance Company shall not be required by Section 7.3 to establish a new
funding medium for the Contracts if an offer to do so has been declined by vote
of a majority of Contract owners materially adversely affected by the
irreconcilable material conflict. In the event that the trustees of the Trust
determine that any proposed action does not adequately remedy any irreconcilable
material conflict, then the Insurance Company will withdraw the Account's
investment in the Trust and terminate this Agreement within six (6) months after
the trustees of the Trust inform the Insurance Company in writing of the
foregoing determination, provided, however, that the withdrawal and termination
shall be limited to the extent required by the material irreconcilable conflict,
as determined by a majority of the Independent Trustees.

7.7. If and to the extent that Rule 6e-2 and Rule 6e-3(T) are amended, or
Rule 6e-3 is adopted, to provide exemptive relief from any provision of the Act
or the rules promulgated thereunder with respect to mixed or shared funding (as
defined in the Mixed and Shared Funding Exemptive Order) on terms and conditions
materially different

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<PAGE>

from those contained in the Mixed and Shared Funding Exemptive Order, then (a)
the Trust and/or the Participating Insurance Companies, as appropriate, shall
take such steps as may be necessary to comply with Rules 6e-2 and 6e-3(T), as
amended, and Rule 6e-3, as adopted, to the extent those rules are applicable;
and (b) Sections 3.4, 3.5, 7.1, 7.2, 7.3, 7.4, and 7.5 of this Agreement shall
continue in effect only to the extent that terms and conditions substantially
identical to those Sections are contained in the Rule(s) as so amended or
adopted.

ARTICLE VIII
INDEMNIFICATION

8.1. INDEMNIFICATION BY THE INSURANCE COMPANY

(a) The Insurance Company agrees to indemnify and hold harmless
the Trust and each trustee, officer, employee or agent of the Trust, and each
person, if any, who controls the Trust within the meaning of Section 15 of the
1933 Act (collectively, the "Indemnified Parties" for purposes of this Section
8.1) against any and all losses, claims, damages, liabilities (including amounts
paid in settlement with the written consent of the Insurance Company) or
litigation (including legal and other expenses), to which the Indemnified
Parties may become subject under any statute, regulation, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements are related to the sale, acquisition,
or redemption of the Trust's shares or the Contracts and:

(i) arise out of or are based upon any untrue statements or
alleged untrue statements of any material fact contained in the
registration statement or prospectus for the Contracts or contained in the
Contracts or sales literature for the Contracts (or any amendment or
supplement to any of the foregoing), or arise out of or are based upon the
omission or the alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein not
misleading, provided that this agreement to indemnify shall not apply as to
any Indemnified Party if such statement or omission or such alleged
statement or omission was made in reliance upon and in conformity with
information furnished in writing to the Insurance Company by or on behalf
of the Trust for use in the registration statement or prospectus for the
Contracts or in the Contracts or sales literature (or any amendment or
supplement) or otherwise for use in connection with the sale of the
Contracts or shares of the Trust;

(ii) arise out of or as a result of statements or
representations (other than statements or representations contained in the
registration statement, prospectus or sales literature of the Trust not
supplied by the Insurance Company, or persons under its control) or
wrongful conduct of the Insurance Company or persons under its control,
with respect to the sale or distribution of the Contracts or Trust Shares;

(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a registration statement,
prospectus, or sales literature of the Trust or any amendment thereof or
supplement thereto or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the
statements therein not misleading if such a statement or omission was made
in reliance upon information furnished in writing to the Trust by or on
behalf of the Insurance Company;

(iv) arise as a result of any failure by the Insurance
Company to provide the services and furnish the materials under the terms
of this Agreement; or

(v) arise out of or result from any material breach of any
representation, warranty or agreement made by the Insurance Company in this
Agreement or arise out of or result from any other material breach of this
Agreement by the Insurance Company,

as limited by and in accordance with the provisions of Sections 8.1(b) and
8.1(c) hereof.

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<PAGE>

(b) The Insurance Company shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation incurred or assessed against an Indemnified Party that
may arise from that Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of that Indemnified Party's duties or by reason of
that Indemnified Party's reckless disregard of obligations or duties under this
Agreement or to the Trust, whichever is applicable.

(c) The Insurance Company shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless that Indemnified Party shall have notified the Insurance Company in
writing within a reasonable time after the summons or other first legal process
giving information of the nature of the claim shall have been served upon that
Indemnified Party (or after the Indemnified Party shall have received notice of
such service on any designated agent). Notwithstanding the foregoing, the
failure of any Indemnified Party to give notice as provided herein shall not
relieve the Insurance Company of its obligations hereunder except to the extent
that the Insurance Company has been prejudiced by such failure to give notice.
In addition, any failure by the Indemnified Party to notify the Insurance
Company of any such claim shall not relieve the Insurance Company from any
liability which it may have to the Indemnified Party against whom the action is
brought otherwise than on account of this indemnification provision. In case
any such action is brought against the Indemnified Parties, the Insurance
Company shall be entitled to participate, at its own expense, in the defense of
the action. The Insurance Company also shall be entitled to assume the defense
thereof, with counsel satisfactory to the party named in the action; PROVIDED,
HOWEVER, that if the Indemnified Party shall have reasonably concluded that
there may be defenses available to it which are different from or additional to
those available to the Insurance Company, the Insurance Company shall not have
the right to assume said defense, but shall pay the costs and expenses thereof
(except that in no event shall the Insurance Company be liable for the fees and
expenses of more than one counsel for Indemnified Parties in connection with any
one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances). After notice
from the Insurance Company to the Indemnified Party of the Insurance Company's
election to assume the defense thereof, and in the absence of such a reasonable
conclusion that there may be different or additional defenses available to the
Indemnified Party, the Indemnified Party shall bear the fees and expenses of any
additional counsel retained by it, and the Insurance Company will not be liable
to that party under this Agreement for any legal or other expenses subsequently
incurred by the party independently in connection with the defense thereof other
than reasonable costs of investigation.

(d) The Indemnified Parties will promptly notify the Insurance
Company of the commencement of any litigation or proceedings against them in
connection with the issuance or sale of the Trust's shares or the Contracts or
the operation of the Trust.

8.2. INDEMNIFICATION BY BBOI WORLDWIDE

(a) BBOI Worldwide agrees to indemnify and hold harmless the
Insurance Company and each of its directors, officers, employees or agents, and
each person, if any, who controls the Insurance Company within the meaning of
Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for purposes
of this Section 8.2) against any and all losses, claims, damages, liabilities
(including amounts paid in settlement with the written consent of BBOI
Worldwide) or litigation (including legal and other expenses) to which the
Indemnified Parties may become subject under any statute, at common law or
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or
actions in respect thereof) or settlements are related to the sale, acquisition
or redemption of the Trust's shares or the Contracts and:

(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the registration
statement or prospectus or sales literature of the Trust (or any amendment
or supplement to any of the foregoing), or arise out of or are based upon
the omission or the alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein
not misleading, provided that this agreement to indemnify shall not apply
as to any Indemnified Party if the statement or omission or alleged
statement or omission was made in reliance upon and in conformity with
information furnished in writing to BBOI Worldwide or the Trust by or on
behalf of the Insurance Company for use in the registration statement or
prospectus for the Trust or in sales literature (or any amendment or
supplement) or otherwise for use in connection with the sale of the
Contracts or Trust shares;

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<PAGE>

(ii) arise out of or as a result of statements or
representations (other than statements or representations contained in the
registration statement, prospectus or sales literature for the Contracts
not supplied by BBOI Worldwide or persons under its control) or wrongful
conduct of the Trust, BBOI Worldwide or persons under their control, with
respect to the sale or distribution of the Contracts or shares of the
Trust;

(iii) arise out of any untrue statement or alleged untrue
statement of a material fact contained in a registration statement,
prospectus, or sales literature covering the Contracts, or any amendment
thereof or supplement thereto, or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make
the statement or statements therein not misleading, if such statement or
omission was made in reliance upon information furnished in writing to the
Insurance Company by or on behalf of the Trust;

(iv) arise as a result of any failure by the Trust to
provide the services and furnish the materials under the terms of this
Agreement (including a failure, whether unintentional or in good faith or
otherwise, to comply with the diversification requirements specified in
Article VI of this Agreement); or

(v) arise out of or result from any material breach of any
representation, warranty or agreement made by BBOI Worldwide in this
Agreement or arise out of or result from any other material breach of this
Agreement by BBOI Worldwide;

as limited by and in accordance with the provisions of Sections 8.2(b) and
8.2(c) hereof.

(b) BBOI Worldwide shall not be liable under this
indemnification provision with respect to any losses, claims, damages,
liabilities or litigation incurred or assessed against an Indemnified Party that
may arise from the Indemnified Party's willful misfeasance, bad faith, or gross
negligence in the performance of the Indemnified Party's duties or by reason of
the Indemnified Party's reckless disregard of obligations and duties under this
Agreement.

(c) BBOI Worldwide shall not be liable under this
indemnification provision with respect to any claim made against an Indemnified
Party unless the Indemnified Party shall have notified BBOI Worldwide in writing
within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the
Indemnified Party (or after the Indemnified Party shall have received notice of
such service on any designated agent). Notwithstanding the foregoing, the
failure of any Indemnified Party to give notice as provided herein shall not
relieve BBOI Worldwide of its obligations hereunder except to the extent that
BBOI Worldwide has been prejudiced by such failure to give notice. In addition,
any failure by the Indemnified Party to notify BBOI Worldwide of any such claim
shall not relieve BBOI Worldwide from any liability which it may have to the
Indemnified Party against whom such action is brought otherwise than on account
of this indemnification provision. In case any such action is brought against
the Indemnified Parties, BBOI Worldwide will be entitled to participate, at its
own expense, in the defense thereof. BBOI Worldwide also shall be entitled to
assume the defense thereof, with counsel satisfactory to the party named in the
action; PROVIDED, HOWEVER, that if the Indemnified Party shall have reasonably
concluded that there may be defenses available to it which are different from or
additional to those available to BBOI Worldwide, BBOI Worldwide shall not have
the right to assume said defense, but shall pay the costs and expenses thereof
(except that in no event shall BBOI Worldwide be liable for the fees and
expenses of more than one counsel for Indemnified Parties in connection with any
one action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances). After notice
from BBOI Worldwide to the Indemnified Party of BBOI Worldwide's election to
assume the defense thereof, and in the absence of such a reasonable conclusion
that there may be different or additional defenses available to the Indemnified
Party, the Indemnified Party shall bear the fees and expenses of any additional
counsel retained by it, and BBOI Worldwide will not be liable to that party
under this Agreement for any legal or other expenses subsequently incurred by
that party independently in connection with the defense thereof other than
reasonable costs of investigation.

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(d) The Insurance Company agrees to notify BBOI Worldwide
promptly of the commencement of any litigation or proceedings against it or any
of its officers or directors in connection with the issuance or sale of the
Contracts or the operation of the Account.

8.3. INDEMNIFICATION BY THE TRUST

(a) The Trust agrees to indemnify and hold harmless the
Insurance Company, and each of its directors, officers, employees and agents,
and each person, if any, who controls the Insurance Company within the meaning
of Section 15 of the 1933 Act (collectively, the "Indemnified Parties" for
purposes of this Section 8.3) against any and all losses, claims, damages,
liabilities (including legal and other expenses) to which the Indemnified
Parties may become subject under any statute, at common law or otherwise,
insofar as those losses, claims, damages, liabilities or expenses (or actions in
respect thereof) or settlements are related to the operations of the Trust and:

(i) arise as a result of any failure by the Trust to
provide the services and furnish the materials under the terms of this
Agreement (including a failure to comply with the diversification
requirements specified in Article VI of this Agreement); or

(ii) arise out of or result from any material breach of any
representation, warranty or agreement made by the Trust in this Agreement
or arise out of or result from any other material breach of this Agreement
by the Trust;

as limited by, and in accordance with the provisions of, Sections 8.3(b) and
8.3(c) hereof.

(b) The Trust shall not be liable under this indemnification
provision with respect to any losses, claims, damages, liabilities or litigation
incurred or assessed against an Indemnified Party that may arise from the
Indemnified Party's willful misfeasance, bad faith, or gross negligence in the
performance of the Indemnified Party's duties or by reason of the Indemnified
Party's reckless disregard of obligations and duties under this Agreement.

(c) The Trust shall not be liable under this indemnification
provision with respect to any claim made against an Indemnified Party unless the
Indemnified Party shall have notified the Trust in writing within a reasonable
time after the summons or other first legal process giving information of the
nature of the claim shall have been served upon the Indemnified Party (or after
the Indemnified Party shall have received notice of such service on any
designated agent). Notwithstanding the foregoing, the failure of any
Indemnified Party to give notice as provided herein shall not relieve the Trust
of its obligations hereunder except to the extent that the Trust has been
prejudiced by such failure to give notice. In addition, any failure by the
Indemnified Party to notify the Trust of any such claim shall not relieve the
Trust from any liability which it may have to the Indemnified Party against whom
such action is brought otherwise than on account of this indemnification
provision. In case any such action is brought against the Indemnified Parties,
the Trust will be entitled to participate, at its own expense, in the defense
thereof. The Trust also shall be entitled to assume the defense thereof, with
counsel satisfactory to the party named in the action; PROVIDED, HOWEVER, that
if the Indemnified Party shall have reasonably concluded that there may be
defenses available to it which are different from or additional to those
available to the Trust, the Trust shall not have the right to assume said
defense, but shall pay the costs and expenses thereof (except that in no event
shall the Trust be liable for the fees and expenses of more than one counsel for
Indemnified Parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general
allegations or circumstances). After notice from the Trust to the Indemnified
Party of the Trust's election to assume the defense thereof, and in the absence
of such a reasonable conclusion that there may be different or additional
defenses available to the Indemnified Party, the Indemnified Party shall bear
the fees and expenses of any additional counsel retained by it, and the Trust
will not be liable to that party under this Agreement for any legal or other
expenses subsequently incurred by that party independently in connection with
the defense thereof other than reasonable costs of investigation.

(d) The Insurance Company and BBOI Worldwide agree promptly to
notify the Trust of the commencement of any litigation or proceedings against it
or any of its respective officers or directors in connection with

-12-
<PAGE>

this Agreement, the issuance or sale of the Contracts, the operation of the
Account, or the sale or acquisition of shares of the Trust.

ARTICLE IX
APPLICABLE LAW

9.1. This Agreement shall be construed and provisions hereof interpreted
under and in accordance with the laws of the State of Delaware.

9.2. This Agreement shall be subject to the provisions of the 1933, 1934,
and 1940 Acts, and the rules and regulations and rulings thereunder, including
any exemptions from those statutes, rules and regulations the Commission may
grant (including, but not limited to, the Mixed and Shared Funding Exemptive
Order) and the terms hereof shall be interpreted and construed in accordance
therewith.

ARTICLE X
TERMINATION

10.1. This Agreement shall terminate:

(a) at the option of any party upon nine (9) months advance
written notice to the other parties; provided, however, such notice shall not be
given earlier than one year following the date of this Agreement; or

(b) at the option of the Insurance Company to the extent that
shares of Funds are not reasonably available to meet the requirements of the
Contracts as determined by the Insurance Company, provided, however, that such a
termination shall apply only to the Fund(s) not reasonably available. Prompt
written notice of the election to terminate for such cause shall be furnished by
the Insurance Company to the Trust and BBOI Worldwide; or

(c) at the option of the Trust or BBOI Worldwide, in the event
that formal administrative proceedings are instituted against the Insurance
Company by the NASD, the Commission, an insurance commissioner or any other
regulatory body regarding the Insurance Company's duties under this Agreement or
related to the sale of the Contracts, the operation of any Account, or the
purchase of the Trust's shares, provided, however, that the Trust determines in
its sole judgment exercised in good faith, that any such administrative
proceedings will have a material adverse effect upon the ability of the
Insurance Company to perform its obligations under this Agreement; or

(d) at the option of the Insurance Company in the event that
formal administrative proceedings are instituted against the Trust or BBOI
Worldwide by the NASD, the Commission, or any state securities or insurance
department or any other regulatory body, provided, however, that the Insurance
Company determines in its sole judgement exercised in good faith, that any such
administrative proceedings will have a material adverse effect upon the ability
of the Trust or BBOI Worldwide to perform its obligations under this Agreement;
or

(e) with respect to any Account, upon requisite vote of the
Contract owners having an interest in that Account (or any subaccount) to
substitute the shares of another investment company for the corresponding Fund
shares in accordance with the terms of the Contracts for which those Fund shares
had been selected to serve as the underlying investment media. The Insurance
Company will give at least 30 days' prior written notice to the Trust of the
date of any proposed vote to replace the Trust's shares; or

(f) at the option of the Insurance Company, in the event any of
the Trust's shares are not registered, issued or sold in accordance with
applicable state and/or federal law or exemptions therefrom, or such law
precludes the use of those shares as the underlying investment media of the
Contracts issued or to be issued by the Insurance Company; or

-13-
<PAGE>

(g) at the option of the Insurance Company, if the Trust ceases
to qualify as a regulated investment company under Subchapter M of the Code or
under any successor or similar provision, or if the Insurance Company reasonably
believes that the Trust may fail to so qualify; or

(h) at the option of the Insurance Company, if the Trust fails
to meet the diversification requirements specified in Article VI hereof; or

(i) at the option of either the Trust or BBOI Worldwide, if (1)
the Trust or BBOI Worldwide, respectively, shall determine, in their sole
judgment reasonably exercised in good faith, that the Insurance Company has
suffered a material adverse change in its business or financial condition or is
the subject of material adverse publicity and that material adverse change or
material adverse publicity will have a material adverse impact upon the business
and operations of either the Trust or BBOI Worldwide, (2) the Trust or BBOI
Worldwide shall notify the Insurance Company in writing of that determination
and its intent to terminate this Agreement, and (3) after considering the
actions taken by the Insurance Company and any other changes in circumstances
since the giving of such a notice, the determination of the Trust or BBOI
Worldwide shall continue to apply on the sixtieth (60th) day following the
giving of that notice, which sixtieth day shall be the effective date of
termination;

(j) at the option of the Insurance Company, if (1) the Insurance
Company shall determine, in its sole judgment reasonably exercised in good
faith, that either the Trust or BBOI Worldwide has suffered a material adverse
change in its business or financial condition or is the subject of material
adverse publicity and that material adverse change or material adverse publicity
will have a material adverse impact upon the business and operations of the
Insurance Company, (2) the Insurance Company shall notify the Trust and BBOI
Worldwide in writing of the determination and its intent to terminate the
Agreement, and (3) after considering the actions taken by the Trust and/or BBOI
Worldwide and any other changes in circumstances since the giving of such a
notice, the determination shall continue to apply on the sixtieth (60th) day
following the giving of the notice, which sixtieth day shall be the effective
date of termination;

(k) at the option of the Insurance Company, upon the Trust's
breach of any material provision of this Agreement, which breach has not been
cured to the satisfaction of the Insurance Company within thirty days after
written notice of such breach is delivered to the Trust; or

(l) at the option of the Trust, upon the Insurance Company's
breach of any material provision of this Agreement, which breach has not been
cured to the satisfaction of the Trust within thirty days after written notice
of such breach is delivered to the Insurance company.

10.2. It is understood and agreed that the right of any party hereto to
terminate this Agreement pursuant to Section 10.1(a) may be exercised for any
reason or for no reason.

10.3. No termination of this Agreement shall be effective unless and until
the party terminating this Agreement gives prior written notice to all other
parties to this Agreement of its intent to terminate, which notice shall set
forth the basis for the termination. Furthermore,

(a) In the event that any termination is based upon the
provisions of Article VII, or the provision of Section 10.1(a), 10.1(i) or
10.1(j) of this Agreement, the prior written notice shall be given in advance of
the effective date of termination as required by those provisions; and

(b) in the event that any termination is based upon the
provisions of Section 10.1(c) or 10.1(d) of this Agreement, the prior written
notice shall be given at least sixty (60) days before the effective date of
termination.

10.4. Notwithstanding any termination of this Agreement, subject to
Section 1.2 of this Agreement and for so long as the Trust continues to exist,
the Trust and BBOI Worldwide shall at the option of the Insurance Company,
continue to make available additional shares of the Trust pursuant to the terms
and conditions of this Agreement, for all Contracts in effect on the effective
date of termination of this Agreement ("Existing Contracts"). Specifically,
without

-14-
<PAGE>

limitation, the owners of the Existing Contracts shall be permitted to
reallocate investments in the Trust, redeem investments in the Trust and/or
invest in the Trust upon the making of additional purchase payments under the
Existing Contracts. The parties agree that this Section 10.4 shall not apply to
any terminations under Article VII and the effect of Article VII terminations
shall be governed by Article VII of this Agreement.

10.5. The Insurance Company shall not redeem Trust shares attributable to
the Contracts (as opposed to Trust shares attributable to the Insurance
Company's assets held in the Account) except (i) as necessary to implement
Contract-owner-initiated transactions, or (ii) as required by state and/or
federal laws or regulations or judicial or other legal precedent of general
application (a "Legally Required Redemption"). Furthermore, the Insurance
Company shall not prevent new Contract owners from allocating payments to a Fund
that formerly was available under the Contracts without first giving the Trust
or BBOI Worldwide 60 days notice of its intention to do so.

ARTICLE XI
NOTICES

Any notice shall be sufficiently given when sent by registered or certified
mail to the other party at the address of that other party set forth below or at
such other address as the other party may from time to time specify in writing.

If to the Trust:

210 University Boulevard, Suite 900
Denver, Colorado 80206
Attention: Kevin R. Fay, Vice President

If to the Insurance Company:

Investors Mark Advisers LLC
700 Karnes Blvd.
Kansas City, MO 64108
Attention: President

If to BBOI Worldwide:

210 University Boulevard, Suite 900
Denver, Colorado 80206
Attention: Kevin R. Fay

ARTICLE XI
MISCELLANEOUS

12.1. Subject to the requirements of legal process and regulatory
authority, each party hereto shall treat as confidential the names and addresses
of the owners of the Contracts and all information reasonably identified as
confidential in writing by any other party hereto and, except as permitted by
this Agreement, shall not disclose, disseminate or utilize such names and
addresses and other confidential information without the express written consent
of the affected party unless and until that information may come into the public
domain.

12.2. The captions in this Agreement are included for convenience of
reference only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.

12.3. This Agreement may be executed simultaneously in two or more
counterparts, each of which taken together shall constitute one and the same
instrument.

-15-
<PAGE>

12.4. If any provision of this Agreement shall be held or made invalid by
a court decision, statute, rule or otherwise, the remainder of the Agreement
shall not be affected thereby.

12.5. Each party hereto shall cooperate with each other party and all
appropriate governmental authorities (including without limitation the
Commission, the NASD and state insurance regulators) and shall permit those
authorities reasonable access to its books and records in connection with any
lawful investigation or inquiry relating to this Agreement or the transactions
contemplated hereby.

12.6. The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and obligations,
at law or in equity, which the parties hereto are entitled to under state and
federal laws.

12.7. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns; provided, that no party may
assign this Agreement without the prior written consent of the others.

12.8. If the Agreement terminates, the parties agree that Article VIII,
and to the extent that all or a portion of assets of the Account continue to be
invested in the Trust, Articles I, II, III, V, VI, VII and IX will survive the
termination and remain in effect until such time as the assets of the Account
are not so invested.

IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed in its name and on its behalf by its duly authorized representative
as of the date specified below.

Insurance Company:

BUSINESS MEN'S ASSURANCE COMPANY OF
AMERICA
By its authorized officer,

By:
-------------------------------------
Title:
----------------------------------
Date:
----------------------------------

Trust:

BERGER INSTITUTIONAL PRODUCTS TRUST
By its authorized officer,

By:
-------------------------------------
Title:
----------------------------------
Date:
----------------------------------

-16-
<PAGE>

BBOI Worldwide:

BBOI WORLDWIDE LLC
By its authorized officer,

By:
-------------------------------------
Title:
----------------------------------
Date:
----------------------------------

-17-
<PAGE>

SCHEDULE A
ACCOUNTS

DATE OF RESOLUTION OF INSURANCE
COMPANY'S BOARD WHICH ESTABLISHED
NAME OF ACCOUNT THE ACCOUNT

BMA Variable Annuity Account A September 24, 1996

SCHEDULE B
CONTRACTS

1. Contract Form VA 20

-18-
<PAGE>

SCHEDULE C
PROXY VOTING PROCEDURE

The following is a list of procedures and corresponding responsibilities
for the handling of proxies relating to the Trust by BBOI Worldwide, the Trust
and the Insurance Company. The defined terms herein shall have the meanings
assigned in the Participation Agreement except that the term "Insurance Company"
shall also include the department or third party assigned by the Insurance
Company to perform the steps delineated below.

1. The number of proxy proposals is given to the Insurance Company by
BBOI Worldwide as early as possible before the date set by the Trust for the
shareholder meeting to facilitate the establishment of tabulation procedures.
At this time BBOI Worldwide will inform the Insurance Company of the Record,
Mailing and Meeting dates. This will be done verbally approximately two months
before meeting.

2. Promptly after the Record Date, the Insurance Company will perform a
"tape run", or other activity, which will generate the names, addresses and
number of units which are attributed to each contract owner/policyholder (the
"Customer") as of the Record Date. Allowance should be made for account
adjustments made after this date that could affect the status of the Customers'
accounts of the Record Date.

Note: The number of proxy statements is determined by the activities
described in Step #2. The Insurance Company will use its best efforts to call
in the number of Customers to BBOI Worldwide, as soon as possible, but no later
than one week after the Record Date.

3. The text and format for the Voting Instruction Cards ("Cards" or
"Card") is provided to the Insurance Company by the Trust. The Insurance
Company, at its expense, shall produce and personalize the Voting Instruction
cards. BBOI Worldwide must approve the Card before it is printed. Allow
approximately 2-4 business days for printing information on the Cards.
Information commonly found on the Cards includes:

a. name (legal name as found on account registration)

b. address

c. Fund or account number

d. coding to state number of units

e. individual Card number for use in tracking and verification
of votes (already on Cards as printed by the Trust).

(This and related steps may occur later in the chronological process due to
possible uncertainties relating to the proposals.)

4. During this time, BBOI Worldwide will develop, produce, and the
Trust will pay for the Notice of Proxy and the Proxy Statement (one document).
Printed and folded notices and statements will be sent to Insurance Company for
insertion into envelopes (envelopes and return envelopes are provided and paid
for by the Insurance Company). Contents of envelope sent to customers by
Insurance Company will include:

a. Voting Instruction Card(s)

b. One proxy notice and statement (one document)

c. Return envelope (postage pre-paid by Insurance Company)
addressed to the Insurance Company or its tabulation agent

-19-
<PAGE>

d. "Urge buckslip" - optional, but recommended. (This is a
small, single sheet of paper that requests Customers to vote
as quickly as possible and that their vote is important.
One copy will be supplied by the Trust.)

e. Cover letter - optional, supplied by Insurance Company and
reviewed and approved in advance by BBOI Worldwide.

5. The above contents should be received by the Insurance Company
approximately 3-5 business days before mail date. Individual in charge at
Insurance Company reviews and approves the contents of the mailing package to
ensure correctness and completeness. Copy of this approval sent to BBOI
Worldwide.

6. Package mailed by the Insurance Company.

* The Trust MUST allow at least a 15-day solicitation time to the
Insurance Company as the shareowner. (A 5-week period is
recommended.) Solicitation time is calculated as calendar days from
(but NOT including) the meeting, counting backwards.

7. Collection and tabulation of Cards begins. Tabulation usually takes
place in another department or another vendor depending on process used. An
often used procedure is to sort cards on arrival by proposal into vote
categories of all yes, no, or mixed replies, and to begin data entry.

Note: Postmarks are not generally needed. A need for postmark information
would be due to an insurance company's internal procedure.

8. If Cards are mutilated, or for any reason are illegible or are not
signed properly, they are sent back to the Customer with an explanatory letter,
a new Card and return envelope. The mutilated or illegible Card is disregarded
and considered to be NOT RECEIVED for purposes of vote tabulation. Such
mutilated or illegible Cards are "hand verified," I.E., examined as to why they
did not complete the system. Any questions on those Cards are usually remedied
individually.

9. There are various control procedures used to ensure proper
tabulation of votes and accuracy of that tabulation. The most prevalent is to
sort the Cards as they first arrive into categories depending upon their vote;
an estimate of how the vote is progressing may then be calculated. If the
initial estimates and the actual vote do not coincide, then an internal audit of
that vote should occur. This may entail a recount.

10. The actual tabulation of votes is done in units which is then
converted to shares. (It is very important that the Trust receives the
tabulations stated in terms of a percentage and the number of SHARES.) BBOI
Worldwide must review and approve tabulation format.

11. Final tabulation in shares is verbally given by the Insurance
Company to BBOI Worldwide on the morning of the meeting not later than 10:00
a.m. Denver time. BBOI Worldwide may request an earlier deadline if required to
calculate the vote in time for the meeting.

12. A Certificate of Mailing and Authorization to Vote Shares will be
required from the Insurance Company as well as an original copy of the final
vote. BBOI Worldwide will provide a standard form for each Certification.

13. The Insurance Company will be required to box and archive the Cards
received from the Customers. In the event that any vote is challenged or if
otherwise necessary for legal, regulatory, or accounting purposes, BBOI
Worldwide will be permitted reasonable access to such Cards.

14. All approvals and "signing-off" may be done orally, but must always
be followed up in writing.

-20-

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 5 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated January 30, 1998, relating to the financial
statements and financial highlights appearing in the December 31, 1997 Annual
Report to Shareholders of Berger Institutional Products Trust, which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Condensed Financial Information" in
the Prospectus and under the heading "Other Information" in the Statement of
Additional Information.

Price Waterhouse LLP

Denver, Colorado
March 2, 1998

<PAGE>
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<PAGE>
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<PAGE>
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