BERGER INSTITUTIONAL PRODUCTS TRUST, 497, 1999-05-03

BERGER INSTITUTIONAL PRODUCTS TRUST
497, 1999-05-03

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<PAGE>
THE BERGER IPT FUNDS

[WOODED HILLSIDE PHOTO]

PROSPECTUS

May 1, 1999

BERGER IPT-SMALL COMPANY GROWTH FUND
BERGER IPT-100 FUND
BERGER/BIAM IPT-INTERNATIONAL FUND
BERGER IPT-GROWTH AND INCOME FUND

The Securities and Exchange Commission has not approved or disapproved any
shares offered in this prospectus or determined whether this prospectus is
accurate or complete. Anyone who tells you otherwise is committing a crime.

Like all mutual funds, an investment in the Berger IPT Funds is not a bank
deposit and is not insured or guaranteed by the FDIC or any other government
agency. There is no guarantee that the Funds will meet their investment goals,
and although you have the potential to make money, you could also lose money in
the Funds.

<PAGE>
BERGER IPT-SMALL COMPANY GROWTH FUND, BERGER IPT-100 FUND, BERGER IPT-GROWTH AND
INCOME FUND and THE BERGER MOUNTAIN LOGO are registered trademarks of Berger
Associates, Inc.; BERGER/BIAM IPT-INTERNATIONAL FUND is a trademark of Berger
Associates, Inc.; and other marks referred to herein are the trademarks or
registered trademarks of the respective owners thereof.
<PAGE>
CONTENTS

THE BERGER IPT FUNDS are no-load mutual funds. A mutual fund pools money
from shareholders and invests in a portfolio of securities. Each of the
following sections introduces a Fund, its goal(s), principal investment
strategies and principal risks. They also contain expense and performance
information.

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
BERGER IPT-SMALL COMPANY GROWTH FUND-REGISTERED TRADEMARK-...................... 2
BERGER IPT-100 FUND-REGISTERED TRADEMARK-....................................... 4
BERGER/BIAM IPT-INTERNATIONAL FUND-TM-.......................................... 6
BERGER IPT-GROWTH AND INCOME FUND-REGISTERED TRADEMARK-......................... 9

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS
Risk and Investment Table....................................................... 13
Risk and Investment Glossary.................................................... 14

BUYING AND SELLING (REDEEMING) SHARES........................................... 16
Fund Share Price................................................................ 16
Other Information............................................................... 16
Distributions and Taxes......................................................... 17

ORGANIZATION OF THE FUNDS
Investment Managers............................................................. 17

FINANCIAL HIGHLIGHTS FOR THE FUNDS
Berger IPT-Small Company Growth Fund............................................ 21
Berger IPT-100 Fund............................................................. 22
Berger/BIAM IPT-International Fund.............................................. 23
Berger IPT-Growth and Income Fund............................................... 24
</TABLE>

You may not invest in shares of the Funds directly. You may invest in shares
of the Funds only by purchasing a variable annuity or variable life insurance
contract from a participating insurance company. A participating insurance
company is one that has arranged to make the Funds available as an investment
option under their variable insurance contracts. You may also invest in shares
of the Funds if you participate in a qualified retirement plan and your employer
has arranged to make one or more of the Funds available as an investment option
under that plan.

1
<PAGE>
BERGER IPT-SMALL COMPANY GROWTH FUND

[ICON] THE FUND'S GOAL

The Fund aims for capital appreciation. In pursuing that goal, the Fund
primarily invests in the common stocks of small companies with the potential for
rapid earnings growth.

[ICON] PRINCIPAL INVESTMENT STRATEGIES

The Fund's stock selection focuses on companies that either occupy a
dominant position in an emerging industry or have a growing market share in a
larger, fragmented industry.

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

- Strong entrepreneurial management with proven track records

- A catalyst for rapid earnings growth, such as new products, ideas or plans
to enter new markets

- Relatively strong balance sheets.

Under normal circumstances, the Fund invests at least 65% of its assets in
equity securities of companies whose market capitalization, at the time of
initial purchase, is less than the 12-month average of the maximum market
capitalization for companies included in the Russell 2000 Index (Russell 2000).
This average is updated monthly. The Fund's investment manager will generally
sell a security when it no longer meets the manager's investment criteria or
when it has met the manager's expectations for appreciation.

[ICON] PRINCIPAL RISKS

You may be interested in the Fund if you are comfortable with
above-average risk and intend to make a long-term investment commitment. Like
all managed funds, there is a risk that the investment manager's strategy for
managing the Fund may not achieve the desired results. In addition, the price of
common stock moves up and down in response to corporate earnings and
developments, economic and market conditions and anticipated events. As a
result, the price of the Fund's investments may go down and you could lose money
on your investment.

The Fund's share price may fluctuate more than that of funds primarily
invested in stocks of mid-sized and large companies. Occasionally, small company
securities may underperform as compared to the securities of larger companies.
They may also 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.

See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.

[ICON] THE FUND'S PAST PERFORMANCE

The information below shows the Fund's performance for the periods
indicated through December 31, 1998. These returns include reinvestment of all
dividends and capital gains distributions and reflect Fund expenses. They do
not, however, reflect charges and expenses deducted by your particular variable
insurance contract or retirement plan. Therefore, they should only be considered
along with the total return information provided by your contract or plan that
reflects those charges and expenses. As with all mutual funds, past performance
does not guarantee future results.

YEAR-BY-YEAR TOTAL RETURN

Year-by-year returns show you how the Fund's performance has varied by
illustrating the differences for each full calendar year since the Fund began.

YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Best quarter: 12/31/98 23.35%
Worst quarter: 9/30/98 -26.82%

2
<PAGE>
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998

Average annual total return is a measure of the Fund's performance over
time. The Fund's average annual return is compared with the Russell 2000. While
the Fund does not seek to match the returns of the Russell 2000, this index is a
good indicator of small company stock market performance. You may not invest in
the Russell 2000 and unlike the Fund, it does not incur fees or charges.

<TABLE>
<CAPTION>
LIFE OF THE
FUND
1 YEAR (MAY 1, 1996)
<S> <C> <C>
The Fund 1.87% 8.01%
Russell 2000 -2.55% 8.87%
</TABLE>

[ICON] FUND EXPENSES

The Fund does not impose charges on the sale or redemption of Fund
shares. However, you bear indirectly Annual Fund Operating Expenses, which vary
from year to year.

ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund)

<TABLE>
<S> <C>
Management Fee.............................................. .90%
Other Expenses.............................................. 1.29%
---------
TOTAL ANNUAL FUND OPERATING EXPENSES........................ 2.19%
FEE WAIVER AND REIMBURSEMENT (1)............................ (1.04)%
---------
NET EXPENSES................................................ 1.15%
</TABLE>

1. Under a written contract, the Fund's investment advisor waives its fee and
reimburses the Fund to the extent that, at any time during the life of the
Fund, the Fund's annual operating expenses exceed 1.15%. The contract may
not be terminated or amended except by a vote of the Fund's Board of
Trustees.

UNDERSTANDING EXPENSES

Annual Fund operating expenses are paid by the Fund. As a result, they
reduce the Fund's return. Fund expenses include management fees and
administrative costs such as recordkeeping and reports and custodian and pricing
services. They do not include any charges or expenses deducted by your variable
insurance contract or retirement plan. Refer to your variable contract
prospectus or retirement plan documents for an explanation of those charges and
expenses.

EXAMPLE COSTS

The following example helps you compare the cost of investing in the Fund to
the cost of investing in other mutual funds by showing what your costs may be
over time. It uses the same assumptions that other funds use in their
prospectuses:

- $10,000 initial investment

- 5% total return for each year

- Fund operating expenses remain the same for each period

- Redemption after the end of each period

Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:

<TABLE>
<CAPTION>
YEARS $
- ------------------------------------------ ---------
<S> <C>
One....................................... 117
Three..................................... 365
Five...................................... 633
Ten....................................... 1,398
</TABLE>

3
<PAGE>
BERGER IPT-100 FUND

[ICON] THE FUND'S GOAL

The Fund aims for long-term capital appreciation. In pursuing that goal,
the Fund primarily invests in the common stocks of established companies with
the potential for strong earnings growth.

[ICON] PRINCIPAL INVESTMENT STRATEGIES

Stock selection focuses on companies believed to have good earnings
growth potential regardless of the company's size.

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 which are well-positioned in growing,
under-penetrated or fragmented industries or sectors

- Strong, capable management teams and conservatively financed balance
sheets.

The Fund may sometimes take substantial positions in convertible securities,
preferred stocks, corporate bonds, government securities or other short-term
investments. The Fund's investment manager will generally sell a security when
it no longer meets the manager's investment criteria or when it has met the
manager's expectations for appreciation. The Fund's investment manager has in
the past and may in the future actively trade the portfolio in pursuit of the
Fund's goal. Due to this, the annual portfolio turnover rate may be higher than
other funds.

[ICON] PRINCIPAL RISKS

You may be interested in the Fund if you are comfortable with the risks
of equity investing and intend to make a long-term investment commitment. Like
all managed funds, there is a risk that the investment manager's strategy for
managing the Fund may not achieve the desired results. In addition, the price of
common stock moves up and down in response to corporate earnings and
developments, economic and market conditions and anticipated events. As a
result, the price of the Fund's investments may go down and you could lose money
on your investment.

The Fund's investments may focus in a small number of business sectors. In
addition, higher turnover rates may result in higher brokerage costs to the
Fund.

See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.

[ICON] THE FUND'S PAST PERFORMANCE

The information below shows the Fund's performance for the periods
indicated through December 31, 1998. These returns include reinvestment of all
dividends and capital gain distributions and reflect Fund expenses. They do not,
however, reflect charges and expenses deducted by your particular variable
insurance contract or retirement plan. Therefore, they should only be considered
along with the total return information provided by your contract or plan that
reflects those charges and expenses. As with all mutual funds, past performance
does not guarantee future results.

YEAR-BY-YEAR TOTAL RETURN

Year-by-year returns show you how the Fund's performance has varied by
illustrating the differences for each full calendar year since the Fund began.

YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Best quarter: 12/31/98 29.72%
Worst quarter: 9/30/98 -19.09%

4
<PAGE>
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998

Average annual total return is a measure of the Fund's performance over
time. The Fund's average annual return is compared with the Standard & Poor's
500 Index (S&P 500). While the Fund does not seek to match the returns of the
S&P 500, this index is a good indicator of general stock market performance. You
may not invest in the S&P 500 and unlike the Fund, it does not incur fees or
charges.

[ICON] FUND EXPENSES

The Fund does not impose charges on the sale or redemption of Fund
shares. However, you bear indirectly Annual Fund Operating Expenses, which vary
from year to year.

ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund)

<TABLE>
<S> <C>
Management Fee.............................................. .75%
Other Expenses.............................................. 2.13%
---------
TOTAL ANNUAL FUND OPERATING EXPENSES........................ 2.88%
FEE WAIVER AND REIMBURSEMENT (1)............................ (1.88)%
---------
NET EXPENSES................................................ 1.00%
</TABLE>

1. Under a written contract, the Fund's investment advisor waives its fee and
reimburses the Fund to the extent that, at any time during the life of the
Fund, the Fund's annual operating expenses exceed 1.00%. The contract may
not be terminated or amended except by a vote of the Fund's Board of
Trustees.

UNDERSTANDING EXPENSES

EXAMPLE COSTS

- $10,000 initial investment

- 5% total return for each year

- Fund operating expenses remain the same for each period

- Redemption after the end of each period

Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:

<TABLE>
<CAPTION>
YEARS $
- ------------------------------------------ ---------
<S> <C>
One....................................... 102
Three..................................... 318
Five...................................... 552
Ten....................................... 1,225
</TABLE>

5
<PAGE>
BERGER/BIAM IPT-INTERNATIONAL FUND

[ICON] THE FUND'S GOAL

The Fund aims for long-term capital appreciation. In pursuing that goal,
the Fund primarily invests in a portfolio consisting of common stocks of
well-established foreign companies.

[ICON] PRINCIPAL INVESTMENT STRATEGIES

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'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's investment
manager will generally sell a security when it no longer meets the manager's
investment criteria or when it has met the manager's expectations for
appreciation.

[ICON] PRINCIPAL RISKS

You may be interested in the Fund if you are comfortable with the risks
of international investing and intend to make a long-term investment commitment.
Like all managed funds, there is a risk that the investment manager's strategy
for managing the Fund may not achieve the desired results. In addition, the
price of common stock moves up and down in response to corporate earnings and
developments, economic and market conditions and anticipated events. As a
result, the price of the Fund's investments may go down and you could lose money
on your investment. 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. In
addition, foreign stocks may not move in concert with the U.S. markets. 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.

See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.

[ICON] THE FUND'S PAST PERFORMANCE

6
<PAGE>
TOTAL RETURN

Total return shows you the Fund's performance for the one full calendar year
since it began.

TOTAL RETURN AS OF DECEMBER 31, 1998

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Best quarter: 12/31/98 19.80%
Worst quarter: 9/30/98 -16.53%

AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998

Average annual total return is a measure of the Fund's performance over
time. The Fund's average annual return is compared with the Morgan Stanley
Capital International Europe, Australasia and the Far East Index (EAFE Index).
While the Fund does not seek to match the returns of the EAFE Index, this index
is a good indicator of foreign stock markets. You may not invest in the EAFE
Index and unlike the Fund, it does not incur fees or charges.

<TABLE>
<CAPTION>
LIFE OF THE
FUND
1 YEAR (MAY 1, 1997)
<S> <C> <C>
The Fund 16.13% 7.99%
EAFE Index 20.33% 13.74%
</TABLE>

[ICON] FUND EXPENSES

The Fund does not impose charges on the sale or redemption of Fund
shares. However, you bear indirectly Annual Fund Operating Expenses, which vary
from year to year.

ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund)

<TABLE>
<S> <C>
Management Fee.............................................. .90%
Other Expenses.............................................. 1.95%
---------
TOTAL ANNUAL FUND OPERATING EXPENSES........................ 2.85%
FEE WAIVER AND REIMBURSEMENT (1)............................ (1.65)%
---------
NET EXPENSES................................................ 1.20%
</TABLE>

1. Under a written contract, the Fund's investment advisor waives its fee and
reimburses the Fund to the extent that, at any time during the life of the
Fund, the Fund's annual operating expenses exceed 1.20%. The contract may
not be terminated or amended except by a vote of the Fund's Board of
Trustees.

UNDERSTANDING EXPENSES

7
<PAGE>
EXAMPLE COSTS

- $10,000 initial investment

- 5% total return for each year

- Fund operating expenses remain the same for each period

- Redemption after the end of each period

Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:

<TABLE>
<CAPTION>
YEARS $
- ------------------------------------------ ---------
<S> <C>
One....................................... 122
Three..................................... 381
Five...................................... 660
Ten....................................... 1,455
</TABLE>

8
<PAGE>
BERGER IPT-GROWTH AND INCOME FUND

[ICON] THE FUND'S GOALS

The Fund aims for capital appreciation and has a secondary goal of
providing a moderate level of current income. In pursuing these goals, the Fund
primarily invests in the securities of well-established, growing companies. The
Fund's secondary goal may be changed at any time without a shareholder vote.

[ICON] PRINCIPAL INVESTMENT STRATEGIES

Security selection focuses on the common stocks, convertible securities
and preferred stocks of 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.

Common stock of companies with mid-sized to large market capitalizations
usually constitutes a majority of the Fund's investments. The Fund's investment
manager will generally sell a security when it no longer meets the manager's
investment criteria or when it has met the manager's expectations for
appreciation.

[ICON] PRINCIPAL RISKS

You may be interested in the Fund if you are comfortable with the risks
of equity and fixed-income investing and intend to make a long-term investment
commitment. Like all managed funds, there is a risk that the investment
manager's strategy for managing the Fund may not achieve the desired results. In
addition, the price of common stock moves up and down in response to corporate
earnings and developments, interest rate movements, economic and market
conditions and anticipated events. As a result, the price of the Fund's
investments may go down and you could lose money on your investment.

To the extent the Fund invests in fixed-income securities it takes on
additional risks, including movements in interest rates and default on payment
of principal or interest. 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). The issuers of lower rated bonds are less financially secure,
and are more likely to be hurt by interest rate movements. When interest rates
are low, the Fund's income distributions to you may be reduced or eliminated.

See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.

[ICON] THE FUND'S PAST PERFORMANCE

The information below shows the Fund's annual return for the periods
indicated through December 31, 1998. These returns include reinvestment of all
dividends and capital gains distributions and reflect Fund expenses. They do
not, however, reflect charges and expenses deducted by your particular variable
insurance contract or retirement plan. Therefore, they should only be considered
along with the total return information provided by your contract or plan that
reflects those charges and expenses. As with all mutual funds, past performance
does not guarantee future results.

9
<PAGE>
YEAR-BY-YEAR TOTAL RETURN

Year-by-year returns show you how the Fund's performance has varied by
illustrating the differences for each full calendar year since it began.

YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Best quarter: 12/31/98 20.35%
Worst quarter: 9/30/98 -7.45%

AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998

[ICON] FUND EXPENSES

The Fund does not impose charges on the sale or redemption of Fund
shares. However, you bear indirectly Annual Fund Operating Expenses, which vary
from year to year.

ANNUAL FUND OPERATING EXPENSES
(Deducted directly from the Fund)

<TABLE>
<S> <C>
Management fee.............................................. .75%
Other expenses.............................................. 1.24%
---------
TOTAL ANNUAL FUND OPERATING EXPENSES........................ 1.99%
FEE WAIVER AND REIMBURSEMENT (1)............................ (.99)%
---------
NET EXPENSES................................................ 1.00%
</TABLE>

UNDERSTANDING EXPENSES

10
<PAGE>
EXAMPLE COSTS

- $10,000 initial investment

- 5% total return for each year

- Fund operating expenses remain the same for each period

- Redemption after the end of each period

Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:

11
<PAGE>
INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS

BEFORE YOU INVEST...

in any of the Funds, make sure you understand the risks involved. All
investments involve risk. Generally, the greater the risk, the greater the
potential for return. The reverse is also generally true, the lower the risk,
the lower the potential for return.

AN INVESTMENT IN THE FUNDS IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. THE FUNDS ARE NOT A
COMPLETE INVESTMENT PROGRAM, BUT MAY SERVE TO DIVERSIFY OTHER TYPES OF
INVESTMENTS IN YOUR PORTFOLIO. THERE IS NO GUARANTEE THAT THE FUNDS WILL MEET
THEIR INVESTMENT GOALS, AND ALTHOUGH YOU HAVE THE POTENTIAL TO MAKE MONEY, YOU
COULD ALSO LOSE MONEY BY INVESTING IN THE FUNDS.

The table on the opposite page will help you further understand the risks
the Funds take by investing in certain securities and the investment techniques
used by the Funds. A glossary follows the table. You may get more detailed
information about the risks of investing in the Funds in the Statement of
Additional Information (SAI), including a discussion of debt security ratings in
Appendix A to the SAI.

KEY TO TABLE

Follow down the columns under the name of the Fund in which you are
interested. The boxes will tell you:

<TABLE>
<S> <C>
/Y/ Yes, the security or technique is permitted by a Fund and is emphasized by a Fund.
Y Yes, the security or technique is permitted by a Fund.
N No, the security or technique is not permitted by a Fund.
DIAMOND The restriction is fundamental to a Fund. (Fundamental restrictions cannot be changed without a
shareholder vote.)
5 Use of a security or technique is permitted, but subject to a restriction of up to 5% of net assets.
5A Use of a security or technique is permitted, but subject to a restriction of up to 5% of total
assets.
25A Use of a security or technique is permitted, but subject to a restriction of up to 25% of total
assets.
15 Use of a security or technique is permitted, but subject to a restriction of up to 15% of net
assets.
</TABLE>

12
<PAGE>
INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS

RISK AND INVESTMENT TABLE

<TABLE>
<CAPTION>
BERGER IPT- BERGER/BIAM IPT- BERGER IPT-
SMALL COMPANY BERGER IPT- INTERNATIONAL GROWTH AND INCOME
GROWTH FUND 100 FUND FUND FUND
<S> <C> <C> <C> <C>
DIVERSIFICATION DIAMOND DIAMOND DIAMOND DIAMOND
SMALL AND MID-SIZED COMPANY SECURITIES /Y/ Y Y Y
MARKET, LIQUIDITY AND INFORMATION RISK
FOREIGN SECURITIES Y Y /Y/ Y
MARKET, CURRENCY, TRANSACTION, LIQUIDITY, INFORMATION
AND POLITICAL RISK
SECTOR FOCUS /Y/ /Y/ /Y/ Y
MARKET AND LIQUIDITY RISK
CONVERTIBLE SECURITIES (1) Y Y Y /Y/
MARKET, INTEREST RATE AND CREDIT RISK
INVESTMENT GRADE BONDS (NONCONVERTIBLE) Y Y Y Y
INTEREST RATE, MARKET AND CREDIT RISK
COMPANIES WITH LIMITED OPERATING HISTORIES Y 5ADIAMOND Y 5ADIAMOND
MARKET, LIQUIDITY AND INFORMATION RISK
ILLIQUID AND RESTRICTED SECURITIES 15 15 15 15
MARKET, LIQUIDITY AND TRANSACTION RISK
SPECIAL SITUATIONS Y Y Y Y
MARKET AND INFORMATION RISK
TEMPORARY DEFENSIVE MEASURES Y Y N Y
OPPORTUNITY RISK
BORROWING 25ADIAMOND 5ADIAMOND 25ADIAMOND 5ADIAMOND
LEVERAGE RISK
HEDGING STRATEGIES
FINANCIAL FUTURES (2) 5 5 N 5
HEDGING, CORRELATION, OPPORTUNITY AND LEVERAGE RISK
FORWARD FOREIGN CURRENCY CONTRACTS (2) Y Y /Y/ Y
HEDGING, CREDIT, CORRELATION, OPPORTUNITY AND LEVERAGE
RISK
OPTIONS (2) 5 5 N 5
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
HEDGING, CREDIT, CORRELATION AND LEVERAGE RISK
WRITING (SELLING) COVERED CALL OPTIONS (2) 25A 25A N 25A
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
OPPORTUNITY, CREDIT AND LEVERAGE RISK
</TABLE>

NOTES TO TABLE

1. The Funds have no minimum quality standards for convertible securities,
although they will not invest in defaulted securities. They also will not
invest 20% or more of their assets in convertible securities rated below
investment grade or in unrated convertible securities that the advisor
considers to be below investment grade.

2. The Funds may use futures, forwards and options only for hedging. Not more
than 5% of a Fund's net assets may be used for initial margins for futures
and premiums for options, although a Fund may have more at risk under these
contracts than the initial margin or premium. However, a Fund's aggregate
obligations under these contracts may not exceed the total market value of
the assets being hedged, such as some or all of the value of the Fund's
equity securities.

13
<PAGE>
RISK AND INVESTMENT GLOSSARY

BORROWING refers to a loan of money from a bank or other financial
institution undertaken by a Fund for temporary or emergency reasons only.

COMMON STOCK is a share of ownership (equity) interest in a company.

COMPANIES WITH LIMITED OPERATING HISTORIES are securities issued by
companies that have been in continuous operation for less than three years.
Sometimes called "unseasoned" issuers.

CONVERTIBLE SECURITIES are debt or equity securities which may be converted
on specified terms into stock of the issuer.

CORRELATION RISK occurs when a Fund "hedges" -- uses one investment to
offset the Fund's position in another. If the two investments do not behave in
relation to one another the way Fund managers expect them to, then unexpected
results may occur.

CREDIT RISK means that the issuer of a security or the counterparty to an
investment contact may default or become unable to pay its obligations when due.

CURRENCY RISK happens when a Fund buys or sells a security denominated in
foreign currency. Foreign currencies "float" in value against the U.S. dollar.
Adverse changes in foreign currency value can cause investment losses when a
Fund's investments are converted to U.S. dollars.

DIVERSIFICATION means a diversified fund may not, with respect to at least
75% of its assets, invest more than 5% in the securities of one company. A
nondiversified fund may be more volatile than a diversified fund because it
invests more of its assets in a smaller number of companies and the gains or
losses on a single stock will therefore have a greater impact on the fund's
share price. All of the Funds are diversified funds.

FINANCIAL FUTURES are exchange-traded contracts on securities, securities
indexes or foreign currencies that obligate the holder to take or make future
delivery of a specified quantity of those underlying securities or currencies on
a predetermined future date.

FOREIGN SECURITIES are issued by companies located outside of the United
States. A Fund considers a company to be located outside the United States if
the principal securities trading market for its equity securities is located
outside the U.S. or it is organized under the laws of, and has a principal
office in, a country other than the U.S.

FORWARD FOREIGN CURRENCY CONTRACTS are privately negotiated contracts
committing the holder to purchase or sell a specified quantity of a foreign
currency on a predetermined future date.

HEDGING RISK comes into play when a Fund uses a security whose value is
based on an underlying security or index to "offset" the Fund's position in
another security or currency. The objective of hedging is to offset potential
losses in one security with gains in the hedge. But a hedge can eliminate or
reduce gains as well as offset losses. (Also see "Correlation risk.")

ILLIQUID AND RESTRICTED SECURITIES are securities which, by rules of their
issue or by their nature, cannot be sold readily. These include illiquid Rule
144A securities.

INFORMATION RISK means that information about a security or issuer might not
be available, complete, accurate or comparable.

INTEREST RATE RISK is the risk that changes in interest rates will adversely
affect the value of an investor's securities. When interest rates rise, the
value of fixed-income securities will generally fall. Conversely, a drop in
interest rates will generally cause an increase in the value of fixed-income
securities. Longer-term securities are subject to greater interest rate risk.

INVESTMENT GRADE BONDS are rated BBB (STANDARD & POOR'S) or Baa (MOODY'S) or
above. Bonds rated below investment grade are subject to greater credit risk
than investment grade bonds.

LEVERAGE RISK occurs in some securities or techniques that tend to magnify
the effect of small changes in an index or a market. This can result in a loss
that exceeds the amount that was invested in the contract.

LIQUIDITY RISK occurs when investments cannot be sold readily. A Fund may
have to accept a less-than-desirable price to complete the sale of an illiquid
security or may not be able to sell it at all.

MARKET CAPITALIZATION is the total current market value of a company's
outstanding common stock.

MARKET RISK exists in all mutual funds and means the risk that the prices of
securities in a market, a sector, or an industry will fluctuate, and that such
movements might reduce an investment's value.

OPPORTUNITY RISK means missing out on an investment opportunity because the
assets necessary to take advantage of it are committed to less advantageous
investments or strategies.

14
<PAGE>
OPTIONS are contracts giving the holder the right but not the obligation to
purchase or sell a security on or before a predetermined future date for a fixed
price. Options on securities indexes are similar, but settle in cash.

POLITICAL RISK comes into play with investments, particularly foreign
investments, which may be adversely affected by nationalization, taxation, war,
government instability or other economic or political actions or factors.

SECTOR FOCUS occurs when a significant portion of a Fund's assets are
invested in a relatively small number of related industries. The Funds will not
concentrate more than 25% of their total assets in any one industry. Sector
focus may increase both market and liquidity risk.

SMALL AND MID-SIZED COMPANY SECURITIES are securities issued by small or
mid-sized companies, as measured by their market capitalization. The market
capitalization range targeted by each of the Funds investing primarily in small
or mid-sized companies varies by Fund and appears in the description for those
Funds under the heading "Principal Investment Strategies." In general, the
smaller the company, the greater its risks.

SPECIAL SITUATIONS are companies about to undergo a structural, financial or
management change which may significantly affect the value of their securities.

TEMPORARY DEFENSIVE MEASURES may be taken when a Fund's investment manager
believes they are warranted due to market conditions. When this happens, the
Fund may increase its investment in government securities and other short-term
securities without regard to the Fund's investment restrictions, policies or
normal investment emphasis.

TRANSACTION RISK means that a Fund may be delayed or unable to settle a
transaction or that commissions and settlement expenses may be higher than
usual.

WRITING (SELLING) COVERED CALL OPTIONS is the selling of a contract to
another party which gives them the right but not the obligation to buy a
particular security from you. A Fund will write call options only if it already
owns the security (if it is "covered").

15
<PAGE>
BUYING AND REDEEMING (SELLING) SHARES

The Funds sell their shares to variable contract accounts of participating
insurance companies or to qualified retirement plans. You may invest in shares
of the Funds only through this type of variable insurance contract or retirement
plan. If you invest through a variable insurance contract, your variable
contract account prospectus will explain how you can purchase or surrender a
contract, withdraw a portion of your investment, allocate to one or more of the
Funds or change existing allocations among investment alternatives. If you
invest through a retirement plan, your retirement plan documents will explain
this information. Not all of the Funds may be available under a particular
contract or plan, and certain contracts or plans may limit allocations among the
Funds.

The Funds do not impose any sales charges, commissions or redemption fees
for the sale or redemption of Fund shares. However, your participating insurance
company may impose a sales charge or other charge when you purchase a variable
insurance contract. If you invest through a retirement plan, your retirement
plan administrator may impose charges when you participate in the plan. In
addition, variable insurance contracts and retirement plans may involve other
charges and expenses not described in this prospectus. These charges and
expenses are described in your variable contract account prospectus or plan
document.

FUND SHARE PRICE

The price at which Fund shares are sold and redeemed is the share price or
net asset value (NAV). The share price for each Fund is determined by adding the
value of that Fund's investments, cash and other assets, deducting liabilities,
and then dividing that value by the total number of that Fund's shares
outstanding.

Each Fund's share price is calculated at the close of the regular trading
session of the New York Stock Exchange (normally 4:00 p.m. New York time) each
day that the Exchange is open. Share price is not calculated on the days that
the Exchange is closed.

Fund shares are purchased or redeemed at the share price next calculated
after a purchase or redemption request is received by the Fund, or by any
participating insurance company or retirement plan administrator who has been
authorized by the Fund to accept requests on its behalf. TO RECEIVE A SPECIFIC
DAY'S SHARE PRICE FOR YOUR PURCHASE OR REDEMPTION REQUEST, YOUR REQUEST MUST BE
RECEIVED IN GOOD ORDER BEFORE THE CLOSE OF THE NEW YORK STOCK EXCHANGE ON THAT
DAY.

Payment for redeemed shares generally will be made within three business
days following the date 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.

When the Funds calculate their share price, they value the securities they
hold at market value. Sometimes market quotes for some securities are not
available or are not representative of market value. Examples would be when
events occur that materially affect the value of a security at a time when the
security is not trading or when the securities are illiquid. In that case,
securities may be valued in good faith at fair value, using consistently applied
procedures decided on by the trustees. Money market instruments maturing within
60 days are valued at amortized cost, which approximates market value. Assets
and liabilities expressed in foreign currencies are converted into U.S. dollars
at the prevailing market rates quoted by one or more banks or dealers shortly
before the close of the Exchange.

A Fund's foreign securities may trade on days that the Exchange is closed
and the Fund's daily share price is not calculated. As a result, the Fund's
daily share price may be affected and you will not be able to purchase or redeem
shares.

OTHER INFORMATION

YEAR 2000 AND EURO READINESS

Mutual funds and businesses around the world could be adversely affected if
computers do not properly process date-related information with respect to the
Year 2000. Similar adverse affects could result if computers do not properly
process information based on the conversion to the Euro, the new currency of the
European Union which took effect on January 1, 1999. The Funds' advisors are
addressing these issues for their computers and are getting reasonable
assurances from the Funds' other major service providers that they too are
addressing these issues to preserve smooth functioning of the Funds' trading,
pricing, shareholder account, custodial and other operations. There can be no
assurances, however, that all problems will be avoided.

These computer problems could also adversely affect the Funds' investments.
Improperly functioning computers may disrupt securities markets generally or
result in overall economic uncertainty. Individual companies may also be
adversely affected by the cost of fixing their computers, which could be
substantial. The Funds' investment managers consider these issues when
evaluating investments for the Funds.

16
<PAGE>
REDEMPTIONS IN-KIND

Each Fund intends to redeem its shares only for cash, although in order to
protect the interest of remaining shareholders, it retains the right to redeem
its shares in-kind under unusual circumstances. In-kind payment means payment
will be made in portfolio securities rather than cash. If this occurs,
transaction costs will be incurred if the securities are sold for cash. It may
be difficult selling the securities and recovering the amount of the redemption
if the securities are illiquid.

DISTRIBUTIONS AND TAXES

The Funds generally make two different kinds of distributions:

- Capital gains from the sale of portfolio securities held by a Fund.

- Net investment income from interest or dividends received on securities
held by a Fund.

Distributions made by the Funds will normally be capital gains. The Berger
IPT-Growth and Income Fund normally will also distribute net investment income.
The other Funds generally will not distribute net investment income, although
any net investment income that is generated as a by-product of managing their
portfolios will be distributed.

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 distributions are reinvested automatically in Fund shares unless an
election is made on behalf of a variable contract account or retirement plan to
receive distributions in cash.

As a variable insurance contract owner or retirement plan participant, you
typically would not owe taxes on any distributions of income or capital gains
made by the Funds that are attributed to your account. You may owe taxes if you
make a withdrawal from your account, however, depending on the applicable tax
laws. You should refer to the appropriate variable contract account prospectus
or plan documents for further information on the Federal income tax treatment of
the owners of variable insurance contracts and qualified plan participants.

Whether participating insurance companies are subject to taxes on the Funds'
distributions depends on their tax status. Participating insurance companies
should consult their own tax advisors concerning whether distributions are
subject to federal income taxes if retained as part of contract reserves.

ORGANIZATION OF THE FUNDS

INVESTMENT MANAGERS

The following companies provide day-to-day investment management and
administrative services to the Funds. The advisory fees paid to them for the
most recent fiscal year are shown in the following table as a percentage of each
Fund's average daily net assets.

BERGER ASSOCIATES, INC. (210 University Blvd., Suite 900, Denver, CO 80206)
serves as investment advisor, sub-advisor, administrator or sub-administrator to
mutual funds and institutional investors. Berger Associates has been in the
investment advisory business for 25 years. When acting as investment advisor,
Berger Associates is responsible for managing the investment operations of the
Funds. Berger Associates also provides administrative services to the Funds.

BBOI WORLDWIDE LLC (210 University Blvd., Suite 700, Denver, CO 80206) was
formed in 1996 as a joint venture between Berger Associates and Bank of Ireland
Asset Management (U.S.) Limited (BIAM). As investment advisor, BBOI oversees,
evaluates and monitors the investment advisory services provided by BIAM as
sub-advisor.

BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED (BIAM) ((20 Horseneck Lane,
Greenwich, CT 06830) (representative office); (26 Fitzwilliam Place, Dublin 2,
Ireland) (main office)) serves as investment advisor or sub-advisor to pension
and profit-sharing plans and other institutional investors and mutual funds.
Bank of Ireland's investment management group was founded in 1966.

17
<PAGE>

<TABLE>
<CAPTION>
ADVISORY FEE PAID
FUND BY THE FUND THE FUND'S INVESTMENT MANAGER
<S> <C> <C>
BERGER IPT-SMALL COMPANY 0.90% paid to Berger AMY K. SELNER, Vice President of Berger Associates. Ms. Selner joined
GROWTH FUND Associates (1) Berger Associates as a senior technology analyst in April 1996 and assumed
management of the Fund in November 1998. Ms. Selner is also the investment
manager of the Berger Small Company Growth Fund. Ms. Selner has more than
seven years of experience in the investment industry.
BERGER IPT-100 FUND 0.75% paid to Berger PATRICK S. ADAMS, Senior Vice President of Berger Associates. Mr. Adams
Associates (1) joined Berger Associates in February 1997 and assumed management of the
Fund at that time. Mr. Adams is also the investment manager of the Berger
100 Fund. He has managed equity funds since 1985.
BERGER/BIAM IPT- 0.90% paid to BBOI BIAM, using a team approach, has been the investment manager for the Fund
INTERNATIONAL FUND Worldwide (1) since its inception in 1997. BIAM is the sub-advisor to the Fund and is
part of Bank of Ireland's asset management group, established in 1966.
BIAM is also the investment manager for the Berger/BIAM International
Portfolio. Most of the team of investment professionals have been with the
group for at least ten years.
BERGER IPT-GROWTH AND 0.75% paid to Berger TINO SELLITTO, Vice President of Berger Associates. Mr. Sellitto joined
INCOME FUND Associates (1) Berger as a senior equity analyst in January 1998 and assumed management
of the Fund in November 1998. Mr. Sellitto is also the investment manager
of the Berger Growth and Income Fund. Mr. Sellitto has 4 years of
experience in the investment industry. Prior to that Mr. Sellitto served
as an account executive with an equipment distributor.
</TABLE>

1. For the year ended December 31, 1998, the advisor waived its entire advisory
fee as part of its agreement to limit Fund expenses.

PAST PERFORMANCE OF SIMILAR FUNDS

Each Fund's investment manager also acts as the investment manager for a
corresponding retail Berger Fund, which has the same investment objective and
substantially the same investment strategies and policies as the Fund. Set out
below is performance information for each Fund and its corresponding retail
Berger Fund. This information is provided so you can consider the performance
history of the Funds' investment managers with funds substantially similar to
the Funds.

YOU SHOULD NOT CONSIDER THE PERFORMANCE INFORMATION FOR THE CORRESPONDING
RETAIL BERGER FUNDS AS A SUBSTITUTE FOR THE PERFORMANCE OF THE FUNDS, NOR AS AN
INDICATION OF THE PAST OR FUTURE PERFORMANCE OF THE FUNDS.

Despite their similarity, there are differences between the Funds and their
corresponding retail Berger Funds, and their performance is expected to differ.
The following should be noted in considering the performance information below:

- Each of the Funds is smaller than its corresponding retail Berger Fund and
cash flows vary significantly. 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 performance information below for the Funds reflects fee waivers and
expense reimbursements by the Funds' advisor, without which performance
would be lower.

- The information below does not reflect the deduction of charges or
expenses attributable to the variable insurance contract or retirement
plan through which you would be purchasing your Fund shares, which would
lower your returns.

18
<PAGE>
AVERAGE ANNUAL TOTAL RETURNS OF THE FUNDS AND SIMILAR FUNDS
(AS OF DECEMBER 31, 1998)

<TABLE>
<CAPTION>
BERGER IPT- BERGER SMALL
SMALL COMPANY COMPANY GROWTH
GROWTH FUND FUND(1)
<S> <C> <C>
1-year 1.87% 3.17%
Since Inception of the Berger IPT-Small Company Growth Fund (5/1/96) 8.01% 6.46%
5-year N/A 16.32%
Since Inception of the Berger Small Company Growth Fund (12/30/93) N/A 16.32%
</TABLE>

(1) As of December 31, 1998, the retail Berger Small Company Growth Fund had
assets of approximately $670,000,000.

<TABLE>
<CAPTION>
BERGER IPT-100 FUND BERGER 100 FUND(1)
<S> <C> <C>
1-year 16.29% 16.23%
Since Inception of the Berger IPT-100 Fund (5/1/96) 12.65% 12.10%
5-year N/A 11.20%
10-year N/A 19.45%(2)
Since Inception of the Berger 100 Fund (9/30/74) (3) N/A 15.07%(2)
</TABLE>

(1) As of December 31, 1998, the retail Berger 100 Fund had assets of
approximately $1,566,000,000.

(2) 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.

(3) Inception date is September 30, 1974, immediately prior to Berger
Associates assuming the duties as the investment advisor for the Fund.

<TABLE>
<CAPTION>
BERGER/BIAM BERGER/BIAM
IPT-INTERNATIONAL INTERNATIONAL
FUND FUND(1)(2)
<S> <C> <C>
1-year 16.13% 14.92%
Since Inception of the Berger/BIAM IPT-International Fund (5/1/97) 7.99% 10.56%
5-year N/A 8.94%
Since Inception of the Berger/BIAM International Fund (7/31/89) N/A 12.57%
</TABLE>

(1) As of December 31, 1998, the retail Berger/BIAM International Fund had
assets of approximately $19,000,000.

(2) Performance figures for the retail Berger/BIAM International Fund covering
periods prior to October 11, 1996, include the performance of a pool of
assets advised by that Fund's investment manager for periods before that
Fund began operations. This performance was adjusted to reflect the
increased expenses expected in operating that Fund, net of fee waivers. The
asset pool was not registered with the SEC and was not subject to the
investment restrictions imposed on mutual funds. If the pool had been
registered, its performance might have been adversely affected.

<TABLE>
<CAPTION>
BERGER IPT-GROWTH BERGER GROWTH AND
AND INCOME FUND INCOME FUND(1)
<S> <C> <C>
1-year 25.03% 22.49%
Since Inception of the Berger IPT-Growth and Income Fund (5/1/96) 23.08% 20.40%
5-year N/A 14.38%
10-year N/A 16.28%(2)
Since Inception of the Berger Growth and Income Fund (9/30/74) (3) N/A 14.42%(2)
</TABLE>

(1) As of December 31, 1998, the retail Berger Growth and Income Fund had
assets of approximately $347,000,000.

(2) 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.

(3) Inception date is September 30, 1974, immediately prior to Berger
Associates assuming the duties as the investment advisor for the Fund.

PORTFOLIO TURNOVER

19
<PAGE>
turnover rate of 100% means the securities owned by a Fund were replaced once
during the year. Higher turnover rates may result in higher brokerage costs to
the Funds. Each Fund's portfolio turnover rate can be found under the heading
"Financial Highlights for the Funds."

FINANCIAL HIGHLIGHTS FOR THE FUNDS

The financial highlights will help you understand each Fund's financial
performance for the periods indicated. Certain information reflects financial
results for a single Fund share. Total return shows how much your investment in
the Fund increased or decreased during each period, assuming you reinvested all
dividends and distributions, but does not reflect charges and expenses deducted
by your variable insurance contract or retirement plan. PricewaterhouseCoopers
LLP, independent accountants, audited this information. Their reports are
included in the Funds' annual report, which is available without charge upon
request.

20
<PAGE>
BERGER IPT-SMALL COMPANY GROWTH FUND
For a Share Outstanding Throughout the Periods Presented

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, YEAR ENDED PERIOD ENDED
1998 DECEMBER 31, 1997 DECEMBER 31, 1996(1)
------------- ----------------- --------------------
<S> <C> <C> <C>
Net asset value, beginning of
period....................... $ 12.06 $ 9.95 $ 10.00
------------- ----------------- --------
From investment operations:
Net investment income
(loss)..................... -- -- 0.01
Net realized and unrealized
gains (losses) from
investments................ 0.23 2.11 (0.06)
------------- ----------------- --------
Total from investment
operations................... 0.23 2.11 (0.05)
------------- ----------------- --------
Less dividends and
distributions:
Dividends (in excess of net
investment income)......... (0.01) -- --
Distributions (from capital
gains)..................... -- -- --
------------- ----------------- --------
Total dividends and
distributions................ (0.01) -- --
------------- ----------------- --------
Net asset value, end of
period....................... $ 12.28 $ 12.06 $ 9.95
------------- ----------------- --------
------------- ----------------- --------
Total Return (2).............. 1.87% 21.21% (0.50)%
------------- ----------------- --------
------------- ----------------- --------
Ratios/Supplemental Data:

Net assets, end of period... $9,858,303 $2,719,559 $291,362
Net expense ratio to average
net assets (3)............. 1.15% 1.15%(5) 1.15%(4)(5)
Ratio of net income (loss)
to average net assets...... (0.11)% 0.05% 0.14%(4)
Gross expense ratio to
average net assets......... 2.19% 5.81% 8.57%(4)
Portfolio turnover rate..... 147% 194% 80%
</TABLE>

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

2. Total return not annualized for periods of less than one full year.

3. Net expenses represent gross expenses reduced by fees waived and expenses
reimbursed by the advisor. Gross and net expenses do not include the
deduction of any charges attributable to any particular variable insurance
contract.

4. Annualized.

5. Restated to conform with new presentation standards.

21
<PAGE>
BERGER IPT-100 FUND
For a Share Outstanding Throughout the Periods Presented

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, YEAR ENDED PERIOD ENDED
1998 DECEMBER 31, 1997 DECEMBER 31, 1996(1)
------------- ----------------- --------------------
<S> <C> <C> <C>
Net asset value, beginning of
period....................... $ 11.11 $ 10.39 $ 10.00
------------- ----------------- --------
From investment operations:
Net investment income
(loss)..................... 0.02 0.01 0.03
Net realized and unrealized
gains (losses) from
investments................ 1.79 1.39 0.36
------------- ----------------- --------
Total from investment
operations................... 1.81 1.40 0.39
------------- ----------------- --------
Less dividends and
distributions:
Dividends (from net
investment income)......... (0.02) (0.04) --
Distributions (from capital
gains)..................... -- (0.64) --
Distributions (in excess of
capital gains)............. (0.01) -- --
------------- ----------------- --------
Total dividends and
distributions................ (0.03) (0.68) --
------------- ----------------- --------
------------- ----------------- --------
Net asset value, end of
period....................... $ 12.89 $ 11.11 $ 10.39
------------- ----------------- --------
------------- ----------------- --------
Total Return (2).............. 16.29% 13.76% 3.90%
------------- ----------------- --------
------------- ----------------- --------
Ratios/Supplemental Data:

Net assets, end of period... $3,710,109 $1,233,892 $331,296
Net expense ratio to average
net assets (3)............. 1.00% 1.00%(5) 1.00%(4)(5)
Ratio of net income (loss)
to average net assets...... 0.29% 0.51% 0.50%(4)
Gross expense ratio to
average net assets......... 2.88% 9.18% 7.69%(4)
Portfolio turnover rate..... 258% 246% 56%
</TABLE>

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

2. Total return not annualized for periods of less than one full year.

4. Annualized.

5. Restated to conform with new presentation standards.

22
<PAGE>
BERGER/BIAM IPT-INTERNATIONAL FUND
For a Share Outstanding Throughout the Periods Presented

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, PERIOD ENDED
1998 DECEMBER 31, 1997(1)
------------- --------------------
<S> <C> <C>
Net asset value, beginning of
period....................... $ 9.79 $ 10.00
------------- -----------
From investment operations:
Net investment income
(loss)..................... 0.08 0.05
Net realized and unrealized
gains (losses) from
investments................ 1.50 (0.26)
------------- -----------
Total from investment
operations................... 1.58 (0.21)
------------- -----------
Less dividends and
distributions:
Dividends (from net
investment income)......... (0.14) --
Distributions (in excess of
capital gains)............. (0.02) --
------------- -----------
Total dividends and
distributions................ (0.16) --
------------- -----------
Net asset value, end of
period....................... $ 11.21 $ 9.79
------------- -----------
------------- -----------
Total Return (2).............. 16.13% (2.10)%
------------- -----------
------------- -----------
Ratios/Supplemental Data:

Net assets, end of period... $5,430,076 $2,705,831
Net expense ratio to average
net assets (3)............. 1.20% 1.20%(4)(5)
Ratio of net income (loss)
to average net assets...... 2.85% 0.86%(4)
Gross expense ratio to
average net assets......... 2.85% 3.83%(4)
Portfolio turnover rate..... 20% 14%
</TABLE>

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

2. Total return not annualized for periods of less than one full year.

4. Annualized.

5. Restated to conform with new presentation standards.

23
<PAGE>
BERGER IPT-GROWTH AND INCOME FUND
For a Share Outstanding Throughout the Periods Presented

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, YEAR ENDED PERIOD ENDED
1998 DECEMBER 31, 1997 DECEMBER 31, 1996(1)
------------- ----------------- --------------------
<S> <C> <C> <C>
Net asset value, beginning of
period....................... $ 13.39 $ 11.14 $ 10.00
------------- ----------------- --------
From investment operations:
Net investment income
(loss)..................... 0.10 0.01 0.10
Net realized and unrealized
gains (losses) from
investments................ 3.25 2.75 1.04
------------- ----------------- --------
Total from investment
operations................... 3.35 2.76 1.14
------------- ----------------- --------
Less dividends and
distributions:
Dividends (from net
investment income)......... (0.11)^ (0.10) --
Distributions (from capital
gains)..................... -- (0.39) --
Distributions (in excess of
capital gains)............. -- (0.02) --
------------- ----------------- --------
Total dividends and
distributions................ (0.11) (0.51) --
------------- ----------------- --------
Net asset value, end of
period....................... $ 16.63 $ 13.39 $ 11.14
------------- ----------------- --------
------------- ----------------- --------
Total Return (2).............. 25.03% 24.99% 11.40%
------------- ----------------- --------
------------- ----------------- --------
Ratios/Supplemental Data:

Net assets, end of period... $9,084,022 $1,501,118 $344,373
Net expense ratio to average
net assets (3)............. 1.00% 1.00%(5) 1.00%(4)(5)
Ratio of net income (loss)
to average net assets...... 1.10% 1.39% 1.80%(4)
Gross expense ratio to
average net assets......... 1.99% 9.62% 7.70%(4)
Portfolio turnover rate..... 426% 215% 60%
</TABLE>

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

2. Total return not annualized for periods of less than one full year.

4. Annualized.

5. Restated to conform with new presentation standards.

^ Distributions in excess of net investment income for the year ended December
31, 1998, amounted to less than $0.01 on a per share basis.

24
<PAGE>

<TABLE>
<C> <S> <C> <C> <C>
FOR MORE
INFORMATION
Additional
information about that it is
the Funds' considered to be
investments is part of the
available in the prospectus.
Funds' semi-annual You can get free
and annual reports copies of the
to shareholders. annual and
The Funds' annual semi-annual
report contains a reports and the
discussion of the SAI, request other
market conditions information or get
and investment answers to your You can also
strategies that questions about obtain copies by
affected the the Funds by visiting the SEC's
Funds' performance calling or writing Public Reference
over the past either a Room in Washington
year. participating DC. For
You may wish to insurance company information on the
read the Statement or the Funds at: operation of the
of Additional The Berger Funds Public Reference
Information (SAI) P.O. Box 419958 Room, call (800) Investment Company Act File
for more Kansas City, MO SEC-0330. Copies Numbers:
information on the 64141-6958 of documents may Berger Institutional
Funds and the (800) 259-2820 also be obtained Products Trust 811-07367
securities they Text-only versions by sending your Berger IPT-Small Company
invest in. The SAI of Fund documents request and the Growth Fund
is incorporated can be viewed appropriate fee to Berger IPT-100 Fund
into this online or the SEC's Public Berger/BIAM
prospectus by downloaded from Reference Section, IPT-International Fund
reference, which the SEC's web site Washington, DC Berger IPT-Growth and Income
[BERGER MOUNTAIN LOGO] means at www.sec.gov. 20549-6009. Fund
</TABLE>
<PAGE>
BERGER IPT FUNDS

[WOODED HILLSIDE PHOTO]

PROSPECTUS

May 1, 1999

BERGER IPT-SMALL COMPANY GROWTH FUND

<PAGE>
BERGER IPT-SMALL COMPANY GROWTH FUND and THE BERGER MOUNTAIN LOGO are registered
trademarks of Berger Associates, Inc., and other marks referred to herein are
the trademarks or registered trademarks of the respective owners thereof.
<PAGE>
CONTENTS

THE BERGER IPT-SMALL COMPANY GROWTH FUND-REGISTERED TRADEMARK- is a no-load
mutual fund. A mutual fund pools money from shareholders and invests in a
portfolio of securities. The following section introduces the Fund, its goal,
principal investment strategies and principal risks. It also contains expense
and performance information.

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
BERGER IPT-SMALL COMPANY GROWTH FUND-REGISTERED TRADEMARK-...................... 2

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS
Risk and Investment Table....................................................... 5
Risk and Investment Glossary.................................................... 6

BUYING AND SELLING (REDEEMING) SHARES........................................... 8
Fund Share Price................................................................ 8
Other Information............................................................... 8
Distributions and Taxes......................................................... 9

ORGANIZATION OF THE FUND........................................................ 9

FINANCIAL HIGHLIGHTS............................................................ 11
</TABLE>

You may not invest in Fund shares directly. You may invest in shares only by
purchasing a variable annuity or variable life insurance contract from a
participating insurance company. A participating insurance company is one that
has arranged to make the Fund available as an investment option under their
variable insurance contracts. You may also invest in Fund shares if you
participate in a qualified retirement plan and your employer has arranged to
make the Fund available as an investment option under that plan.

1
<PAGE>
BERGER IPT-SMALL COMPANY GROWTH FUND

[ICON] THE FUND'S GOAL

The Fund aims for capital appreciation. In pursuing that goal, the Fund
primarily invests in the common stocks of small companies with the potential for
rapid earnings growth.

[ICON] PRINCIPAL INVESTMENT STRATEGIES

The Fund's stock selection focuses on companies that either occupy a
dominant position in an emerging industry or have a growing market share in a
larger, fragmented industry.

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

- Strong entrepreneurial management with proven track records

- A catalyst for rapid earnings growth, such as new products, ideas or plans
to enter new markets

- Relatively strong balance sheets.

[ICON] PRINCIPAL RISKS

See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.

[ICON] THE FUND'S PAST PERFORMANCE

YEAR-BY-YEAR TOTAL RETURN

Year-by-year returns show you how the Fund's performance has varied by
illustrating the differences for each full calendar year since the Fund began.

YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Best quarter: 12/31/98 23.35%
Worst quarter: 9/30/98 -26.82%

2
<PAGE>
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>
LIFE OF THE
FUND
1 YEAR (MAY 1, 1996)
<S> <C> <C>
The Fund 1.87% 8.01%
Russell 2000 -2.55% 8.87%
</TABLE>

[ICON] FUND EXPENSES

The Fund does not impose charges on the sale or redemption of Fund
shares. However, you bear indirectly Annual Fund Operating Expenses, which vary
from year to year.

ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund)

UNDERSTANDING EXPENSES

EXAMPLE COSTS

- $10,000 initial investment

- 5% total return for each year

- Fund operating expenses remain the same for each period

- Redemption after the end of each period

Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:

3
<PAGE>
INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS

BEFORE YOU INVEST...

in the Fund, make sure you understand the risks involved. All investments
involve risk. Generally, the greater the risk, the greater the potential for
return. The reverse is also generally true, the lower the risk, the lower the
potential for return.

AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. THE FUND IS NOT A
COMPLETE INVESTMENT PROGRAM, BUT MAY SERVE TO DIVERSIFY OTHER TYPES OF
INVESTMENTS IN YOUR PORTFOLIO. THERE IS NO GUARANTEE THAT THE FUND WILL MEET ITS
INVESTMENT GOAL, AND ALTHOUGH YOU HAVE THE POTENTIAL TO MAKE MONEY, YOU COULD
ALSO LOSE MONEY BY INVESTING IN THE FUND.

The table on the opposite page will help you further understand the risks
the Fund takes by investing in certain securities and the investment techniques
used by the Fund. A glossary follows the table. You may get more detailed
information about the risks of investing in the Fund in the Statement of
Additional Information (SAI), including a discussion of debt security ratings in
Appendix A to the SAI.

KEY TO TABLE

Follow down the column and the boxes will tell you:

<TABLE>
<S> <C>
/Y/ Yes, the security or technique is permitted by the Fund and is emphasized.
Y Yes, the security or technique is permitted by the Fund.
N No, the security or technique is not permitted by the Fund.
DIAMOND The restriction is fundamental to the Fund. (Fundamental restrictions cannot be changed without a
shareholder vote.)
5 Use of a security or technique is permitted, but subject to a restriction of up to 5% of net assets.
5A Use of a security or technique is permitted, but subject to a restriction of up to 5% of total
assets.
25A Use of a security or technique is permitted, but subject to a restriction of up to 25% of total
assets.
15 Use of a security or technique is permitted, but subject to a restriction of up to 15% of net
assets.
</TABLE>

4
<PAGE>
INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS

RISK AND INVESTMENT TABLE

<TABLE>
<CAPTION>
BERGER IPT-
SMALL COMPANY
GROWTH FUND
<S> <C>
DIVERSIFICATION DIAMOND
SMALL AND MID-SIZED COMPANY SECURITIES /Y/
MARKET, LIQUIDITY AND INFORMATION RISK
FOREIGN SECURITIES Y
MARKET, CURRENCY, TRANSACTION, LIQUIDITY, INFORMATION AND POLITICAL RISK
SECTOR FOCUS /Y/
MARKET AND LIQUIDITY RISK
CONVERTIBLE SECURITIES (1) Y
MARKET, INTEREST RATE AND CREDIT RISK
INVESTMENT GRADE BONDS (NONCONVERTIBLE) Y
INTEREST RATE, MARKET AND CREDIT RISK
COMPANIES WITH LIMITED OPERATING HISTORIES Y
MARKET, LIQUIDITY AND INFORMATION RISK
ILLIQUID AND RESTRICTED SECURITIES 15
MARKET, LIQUIDITY AND TRANSACTION RISK
SPECIAL SITUATIONS Y
MARKET AND INFORMATION RISK
TEMPORARY DEFENSIVE MEASURES Y
OPPORTUNITY RISK
HEDGING STRATEGIES
BORROWING 25ADIAMOND
LEVERAGE RISK
FINANCIAL FUTURES (2) 5
HEDGING, CORRELATION, OPPORTUNITY AND LEVERAGE RISK
FORWARD FOREIGN CURRENCY CONTRACTS (2) Y
HEDGING, CREDIT, CORRELATION, OPPORTUNITY AND LEVERAGE RISK
OPTIONS (2) 5
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
HEDGING, CREDIT, CORRELATION AND LEVERAGE RISK
WRITING (SELLING) COVERED CALL OPTIONS (2) 25A
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
OPPORTUNITY, CREDIT AND LEVERAGE RISK
</TABLE>

NOTES TO TABLE

1. The Fund has no minimum quality standards for convertible securities,
although it will not invest in defaulted securities. It also will not invest
20% or more of its assets in convertible securities rated below investment
grade or in unrated convertible securities that the advisor considers to be
below investment grade.

2. The Fund may use futures, forwards and options only for hedging. Not more
than 5% of the Fund's net assets may be used for initial margins for futures
and premiums for options, although the Fund may have more at risk under
these contracts than the initial margin or premium. However, the Fund's
aggregate obligations under these contracts may not exceed the total market
value of the assets being hedged, such as some or all of the value of the
Fund's equity securities.

5
<PAGE>
RISK AND INVESTMENT GLOSSARY

BORROWING refers to a loan of money from a bank or other financial
institution undertaken by the Fund for temporary or emergency reasons only.

COMMON STOCK is a share of ownership (equity) interest in a company.

COMPANIES WITH LIMITED OPERATING HISTORIES are securities issued by
companies that have been in continuous operation for less than three years.
Sometimes called "unseasoned" issuers.

CONVERTIBLE SECURITIES are debt or equity securities which may be converted
on specified terms into stock of the issuer.

CORRELATION RISK occurs when the Fund "hedges" -- uses one investment to
offset the Fund's position in another. If the two investments do not behave in
relation to one another the way the Fund's manager expects them to, then
unexpected results may occur.

CREDIT RISK means that the issuer of a security or the counterparty to an
investment contact may default or become unable to pay its obligations when due.

CURRENCY RISK happens when the Fund buys or sells a security denominated in
foreign currency. Foreign currencies "float" in value against the U.S. dollar.
Adverse changes in foreign currency value can cause investment losses when the
Fund's investments are converted to U.S. dollars.

FOREIGN SECURITIES are issued by companies located outside of the United
States. The Fund considers a company to be located outside the United States if
the principal securities trading market for its equity securities is located
outside the U.S. or it is organized under the laws of, and has a principal
office in, a country other than the U.S.

FORWARD FOREIGN CURRENCY CONTRACTS are privately negotiated contracts
committing the holder to purchase or sell a specified quantity of a foreign
currency on a predetermined future date.

HEDGING RISK comes into play when the Fund uses a security whose value is
based on an underlying security or index to "offset" the Fund's position in
another security or currency. The objective of hedging is to offset potential
losses in one security with gains in the hedge. But a hedge can eliminate or
reduce gains as well as offset losses. (Also see "Correlation risk.")

ILLIQUID AND RESTRICTED SECURITIES are securities which, by rules of their
issue or by their nature, cannot be sold readily. These include illiquid Rule
144A securities.

INFORMATION RISK means that information about a security or issuer might not
be available, complete, accurate or comparable.

INVESTMENT GRADE BONDS are rated BBB (STANDARD & POOR'S) or Baa (MOODY'S) or
above. Bonds rated below investment grade are subject to greater credit risk
than investment grade bonds.

LIQUIDITY RISK occurs when investments cannot be sold readily. The Fund may
have to accept a less-than-desirable price to complete the sale of an illiquid
security or may not be able to sell it at all.

MARKET CAPITALIZATION is the total current market value of a company's
outstanding common stock.

OPPORTUNITY RISK means missing out on an investment opportunity because the
assets necessary to take advantage of it are committed to less advantageous
investments or strategies.

6
<PAGE>
OPTIONS are contracts giving the holder the right but not the obligation to
purchase or sell a security on or before a predetermined future date for a fixed
price. Options on securities indexes are similar, but settle in cash.

SECTOR FOCUS occurs when a significant portion of the Fund's assets are
invested in a relatively small number of related industries. The Fund will not
concentrate more than 25% of its total assets in any one industry. Sector focus
may increase both market and liquidity risk.

SMALL AND MID-SIZED COMPANY SECURITIES are securities issued by small or
mid-sized companies, as measured by their market capitalization. The market
capitalization range targeted by the Fund appears under the heading "Principal
Investment Strategies." In general, the smaller the company, the greater its
risks.

SPECIAL SITUATIONS are companies about to undergo a structural, financial or
management change which may significantly affect the value of their securities.

TEMPORARY DEFENSIVE MEASURES may be taken when the Fund's investment manager
believes they are warranted due to market conditions. When this happens, the
Fund may increase its investment in government securities and other short-term
securities without regard to the Fund's investment restrictions, policies or
normal investment emphasis.

TRANSACTION RISK means that the Fund may be delayed or unable to settle a
transaction or that commissions and settlement expenses may be higher than
usual.

WRITING (SELLING) COVERED CALL OPTIONS is the selling of a contract to
another party which gives them the right but not the obligation to buy a
particular security from you. The Fund will write call options only if it
already owns the security (if it is "covered").

7
<PAGE>
BUYING AND REDEEMING (SELLING) SHARES

The Fund sells its shares to variable contract accounts of participating
insurance companies or to qualified retirement plans. You may invest in Fund
shares only through this type of variable insurance contract or retirement plan.
If you invest through a variable insurance contract, your variable contract
account prospectus will explain how you can purchase or surrender a contract,
withdraw a portion of your investment, allocate to one or more funds or change
existing allocations among investment alternatives. If you invest through a
retirement plan, your retirement plan documents will explain this information.
The Fund may not be available under a particular contract or plan, and certain
contracts or plans may limit your ability to allocate amounts among funds.

The Fund does not impose any sales charges, commissions or redemption fees
for the sale or redemption of Fund shares. However, your participating insurance
company may impose a sales charge or other charge when you purchase a variable
insurance contract. If you invest through a retirement plan, your retirement
plan administrator may impose charges when you participate in the plan. In
addition, variable insurance contracts and retirement plans may involve other
charges and expenses not described in this prospectus. These charges and
expenses are described in your variable contract account prospectus or plan
document.

FUND SHARE PRICE

The price at which Fund shares are sold and redeemed is the share price or
net asset value (NAV). The share price is determined by adding the value of the
Fund's investments, cash and other assets, deducting liabilities, and then
dividing that value by the total number of its shares outstanding.

The Fund's share price is calculated at the close of the regular trading
session of the New York Stock Exchange (normally 4:00 p.m. New York time) each
day that the Exchange is open. Share price is not calculated on the days that
the Exchange is closed.

When the Fund calculates share price, it values the securities it holds at
market value. Sometimes market quotes for some securities are not available or
are not representative of market value. Examples would be when events occur that
materially affect the value of a security at a time when the security is not
trading or when the securities are illiquid. In that case, securities may be
valued in good faith at fair value, using consistently applied procedures
decided on by the trustees. Money market instruments maturing within 60 days are
valued at amortized cost, which approximates market value. Assets and
liabilities expressed in foreign currencies are converted into U.S. dollars at
the prevailing market rates quoted by one or more banks or dealers shortly
before the close of the Exchange.

The Fund's foreign securities may trade on days that the Exchange is closed
and the Fund's daily share price is not calculated. As a result, the Fund's
daily share price may be affected and you will not be able to purchase or redeem
shares.

OTHER INFORMATION

YEAR 2000 AND EURO READINESS

Mutual funds and businesses around the world could be adversely affected if
computers do not properly process date-related information with respect to the
Year 2000. Similar adverse affects could result if computers do not properly
process information based on the conversion to the Euro, the new currency of the
European Union which took effect on January 1, 1999. The Fund's advisor is
addressing these issues for its computers and is getting reasonable assurances
from the Fund's other major service providers that they too are addressing these
issues to preserve smooth functioning of the Fund's trading, pricing,
shareholder account, custodial and other operations. There can be no assurances,
however, that all problems will be avoided.

These computer problems could also adversely affect the Fund's investments.
Improperly functioning computers may disrupt securities markets generally or
result in overall economic uncertainty. Individual companies may also be
adversely affected by the cost of fixing their computers, which could be
substantial. The Fund's investment manager considers these issues when
evaluating investments for the Fund.

8
<PAGE>
REDEMPTIONS IN-KIND

The Fund intends to redeem its shares only for cash, although in order to
protect the interest of remaining shareholders, it retains the right to redeem
its shares in-kind under unusual circumstances. In-kind payment means payment
will be made in portfolio securities rather than cash. If this occurs,
transaction costs will be incurred if the securities are sold for cash. It may
be difficult selling the securities and recovering the amount of the redemption
if the securities are illiquid.

DISTRIBUTIONS AND TAXES

The Fund generally make two different kinds of distributions:

- Capital gains from the sale of portfolio securities

- Net investment income from interest or dividends received on securities
held by the Fund.

Distributions made by the Fund will normally be capital gains. The Fund
generally will not distribute net investment income, although any net investment
income that is generated as a by-product of managing its portfolio will be
distributed.

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

All distributions are reinvested automatically in Fund shares unless an
election is made on behalf of a variable contract account or retirement plan to
receive distributions in cash.

As a variable insurance contract owner or retirement plan participant, you
typically would not owe taxes on any distributions of income or capital gains
made by the Fund that are attributed to your account. You may owe taxes if you
make a withdrawal from your account, however, depending on the applicable tax
laws. You should refer to the appropriate variable contract account prospectus
or plan documents for further information on the Federal income tax treatment of
the owners of variable insurance contracts and qualified plan participants.

Whether participating insurance companies are subject to taxes on the Fund's
distributions depends on its tax status. Participating insurance companies
should consult their own tax advisors concerning whether distributions are
subject to federal income taxes if retained as part of contract reserves.

ORGANIZATION OF THE FUND

INVESTMENT MANAGER

Berger Associates, Inc. (Berger Associates) (210 University Blvd., Suite
900, Denver, CO 80206) serves as investment advisor, sub-advisor, administrator
or sub-administrator to mutual funds and institutional investors. Berger
Associates has been in the investment advisory business for 25 years. When
acting as investment advisor, Berger Associates is responsible for managing the
Fund's investment operations. For these services, Berger Associates earns a fee
at the annual rate of 0.90% of the Fund's average daily net assets. Berger
Associates also provides administrative services to the Fund.

AMY K. SELNER, Vice President of Berger Associates, is the Fund's investment
manager. Ms. Selner joined Berger Associates as a senior technology analyst in
April 1996 and assumed management of the Fund in November 1998. Ms. Selner is
also the investment manager of the Berger Small Company Growth Fund. Ms. Selner
has more than seven years of experience in the investment industry.

PAST PERFORMANCE OF SIMILAR FUND

The Fund's investment manager also acts as the investment manager for a
corresponding retail Berger Fund, which has the same investment objective and
substantially the same investment strategies and policies as the Fund. Set out
below is performance information for the Fund and its corresponding retail
Berger Fund. This information is provided so you can consider the performance
history of the Fund's investment manager with a fund substantially similar to
this Fund.

YOU SHOULD NOT CONSIDER THE PERFORMANCE INFORMATION FOR THE CORRESPONDING
RETAIL BERGER FUND AS A SUBSTITUTE FOR THE FUND'S PERFORMANCE, NOR AS AN
INDICATION OF THE PAST OR FUTURE PERFORMANCE OF THE FUND.

Despite their similarity, there are differences between the Fund and its
corresponding retail Berger Fund, and performance is expected to differ. The
following should be noted in considering the performance information below:

- The Fund is smaller than its corresponding retail Berger Fund and cash
flows vary significantly. 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.

9
<PAGE>
- The Fund's performance information reflects fee waivers and expense
reimbursements by the Fund's advisor, without which performance would be
lower.

AVERAGE ANNUAL TOTAL RETURNS OF THE FUND AND SIMILAR FUND
(AS OF DECEMBER 31, 1998)

<TABLE>
<CAPTION>
BERGER SMALL
COMPANY GROWTH
THE FUND FUND(1)
<S> <C> <C>
1-year 1.87% 3.17%
Since Inception of the Fund (5/1/96) 8.01% 6.46%
5-year N/A 16.32%
Since Inception of the Berger Small Company Growth Fund (12/30/93) N/A 16.32%
</TABLE>

(1) As of December 31, 1998, the retail Berger Small Company Growth Fund had
assets of approximately $670,000,000.

PORTFOLIO TURNOVER

Portfolio changes are made whenever the Fund's investment manager believes
that the Fund's goal could be better achieved by investment in another security,
regardless of portfolio turnover. At times, portfolio turnover may exceed 100%
per year. A turnover rate of 100% means the Fund's securities were replaced once
during the year. Higher turnover rates may result in higher brokerage costs to
the Fund. Portfolio turnover rates can be found under the heading "Financial
Highlights."

10
<PAGE>
FINANCIAL HIGHLIGHTS

The financial highlights will help you understand the Fund's financial
performance for the periods indicated. Certain information reflects financial
results for a single Fund share. Total return shows how much your investment in
the Fund increased or decreased during each period, assuming you reinvested all
dividends and distributions, but does not reflect charges and expenses deducted
by your variable insurance contract or retirement plan. PricewaterhouseCoopers
LLP, independent accountants, audited this information. Their reports are
included in the Fund's annual report, which is available without charge upon
request.

BERGER IPT-SMALL COMPANY GROWTH FUND
For a Share Outstanding Throughout the Periods Presented

<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, PERIOD ENDED
1998 1997 DECEMBER 31, 1996(1)
------------- ------------- --------------------
<S> <C> <C> <C>
Net asset value, beginning of
period....................... $ 12.06 $ 9.95 $ 10.00
------------- ------------- --------
From investment operations:
Net investment income
(loss)..................... -- -- 0.01
Net realized and unrealized
gains (losses) from
investments................ 0.23 2.11 (0.06)
------------- ------------- --------
Total from investment
operations................... 0.23 2.11 (0.05)
------------- ------------- --------
Less dividends and
distributions:
Dividends (in excess of net
investment income)......... (0.01) -- --
Distributions (from capital
gains)..................... -- -- --
------------- ------------- --------
Total dividends and
distributions................ (0.01) -- --
------------- ------------- --------
Net asset value, end of
period....................... $ 12.28 $ 12.06 $ 9.95
------------- ------------- --------
------------- ------------- --------
Total Return (2).............. 1.87% 21.21% (0.50)%
------------- ------------- --------
------------- ------------- --------
Ratios/Supplemental Data:

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

2. Total return not annualized for periods of less than one full year.

4. Annualized.

5. Restated to conform with new presentation standards.

11
<PAGE>

<TABLE>
<C> <S> <C> <C> <C>
FOR MORE
INFORMATION
Additional
information about that it is
the Fund's considered to be
investments is part of the
available in the prospectus.
Fund's semi-annual You can get free
and annual reports copies of the
to shareholders. annual and
The Fund's annual semi-annual
report contains a reports and the
discussion of the SAI, request other
market conditions information or get
and investment answers to your You can also
strategies that questions about obtain copies by
affected the the Fund by visiting the SEC's
Fund's performance calling or writing Public Reference
over the past either a Room in Washington
year. participating DC. For
You may wish to insurance company information on the
read the Statement or the Fund at: operation of the
of Additional The Berger Funds Public Reference
Information (SAI) P.O. Box 419958 Room, call (800)
for more Kansas City, MO SEC-0330. Copies
information on the 64141-6958 of documents may
Fund and the (800) 259-2820 also be obtained
securities it Text-only versions by sending your
invests in. The of Fund documents request and the Investment Company Act File
SAI is can be viewed appropriate fee to Numbers:
incorporated into online or the SEC's Public Berger Institutional
this prospectus by downloaded from Reference Section, Products Trust 811-07367
reference, which the SEC's web site Washington, DC Berger IPT-Small Company
[BERGER MOUNTAIN LOGO] means at www.sec.gov. 20549-6009. Growth Fund
</TABLE>
<PAGE>
BERGER IPT FUNDS

[WOODED HILLSIDE PHOTO]

PROSPECTUS

May 1, 1999

BERGER/BIAM IPT-INTERNATIONAL FUND

<PAGE>
BERGER/BIAM IPT-INTERNATIONAL FUND and THE BERGER MOUNTAIN LOGO are registered
trademarks of Berger Associates, Inc. and other marks referred to herein are the
trademarks or registered trademarks of the respective owners thereof.
<PAGE>
CONTENTS

THE BERGER/BIAM IPT-INTERNATIONAL FUND-REGISTERED TRADEMARK- is a no-load
mutual fund. A mutual fund pools money from shareholders and invests in a
portfolio of securities. The following section introduces the Fund, its goal,
principal investment strategies and principal risks. It also contains expense
and performance information.

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
BERGER/BIAM IPT-INTERNATIONAL FUND-REGISTERED TRADEMARK-........................ 2

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS
Risk and Investment Table....................................................... 6
Risk and Investment Glossary.................................................... 7

BUYING AND SELLING (REDEEMING) SHARES........................................... 9
Fund Share Price................................................................ 9
Other Information............................................................... 9
Distributions and Taxes......................................................... 10

ORGANIZATION OF THE FUND........................................................ 10

FINANCIAL HIGHLIGHTS............................................................ 12
</TABLE>

1
<PAGE>
BERGER/BIAM IPT-INTERNATIONAL FUND

[ICON] THE FUND'S GOAL

The Fund aims for long-term capital appreciation. In pursuing that goal,
the Fund primarily invests in a portfolio consisting of common stocks of
well-established foreign companies.

[ICON] PRINCIPAL INVESTMENT STRATEGIES

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.

[ICON] PRINCIPAL RISKS

See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.

[ICON] THE FUND'S PAST PERFORMANCE

2
<PAGE>
TOTAL RETURN

Total return shows you the Fund's performance for the one full calendar year
since it began.

TOTAL RETURN AS OF DECEMBER 31, 1998

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Best quarter: 12/31/98 19.80%
Worst quarter: 9/30/98 -16.53%

AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998

<TABLE>
<CAPTION>
LIFE OF THE
FUND
1 YEAR (MAY 1, 1997)
<S> <C> <C>
The Fund 16.13% 7.99%
EAFE Index 20.33% 13.74%
</TABLE>

[ICON] FUND EXPENSES

The Fund does not impose charges on the sale or redemption of Fund
shares. However, you bear indirectly Annual Fund Operating Expenses, which vary
from year to year.

ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund)

1. Under a written contract, the Fund's investment advisor waives its fee and
reimburses the Fund to the extent that, at any time during the life of the
Fund, the Fund's annual operating expenses exceed 1.20%. The contract may
not be terminated or amended except by a vote of the Fund's Board of
Trustees.

UNDERSTANDING EXPENSES

EXAMPLE COSTS

- $10,000 initial investment

- 5% total return for each year

- Fund operating expenses remain the same for each period

3
<PAGE>
- Redemption after the end of each period

Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:

4
<PAGE>
INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS

BEFORE YOU INVEST...

KEY TO TABLE

Follow down the column and the boxes will tell you:

5
<PAGE>
INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS

RISK AND INVESTMENT TABLE

<TABLE>
<CAPTION>
BERGER/BIAM IPT-
INTERNATIONAL
FUND
<S> <C>
DIVERSIFICATION DIAMOND
SMALL AND MID-SIZED COMPANY SECURITIES Y
MARKET, LIQUIDITY AND INFORMATION RISK
FOREIGN SECURITIES /Y/
MARKET, CURRENCY, TRANSACTION, LIQUIDITY, INFORMATION AND POLITICAL RISK
SECTOR FOCUS /Y/
MARKET AND LIQUIDITY RISK
CONVERTIBLE SECURITIES (1) Y
MARKET, INTEREST RATE AND CREDIT RISK
INVESTMENT GRADE BONDS (NONCONVERTIBLE) Y
INTEREST RATE, MARKET AND CREDIT RISK
COMPANIES WITH LIMITED OPERATING HISTORIES Y
MARKET, LIQUIDITY AND INFORMATION RISK
ILLIQUID AND RESTRICTED SECURITIES 15
MARKET, LIQUIDITY AND TRANSACTION RISK
SPECIAL SITUATIONS Y
MARKET AND INFORMATION RISK
TEMPORARY DEFENSIVE MEASURES N
OPPORTUNITY RISK
BORROWING 25ADIAMOND
LEVERAGE RISK
HEDGING STRATEGIES
FINANCIAL FUTURES (2) N
HEDGING, CORRELATION, OPPORTUNITY AND LEVERAGE RISK
FORWARD FOREIGN CURRENCY CONTRACTS (2) /Y/
HEDGING, CREDIT, CORRELATION, OPPORTUNITY AND LEVERAGE RISK
OPTIONS (2) N
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
HEDGING, CREDIT, CORRELATION AND LEVERAGE RISK
WRITING (SELLING) COVERED CALL OPTIONS (2) N
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
OPPORTUNITY, CREDIT AND LEVERAGE RISK
</TABLE>

NOTES TO TABLE

2. The Fund may use forwards only for hedging. The Fund's aggregate obligations
under these contracts may not exceed the total market value of the assets
being hedged, such as some or all of the value of the Fund's securities
denominated in a particular foreign currency.

6
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RISK AND INVESTMENT GLOSSARY