BERGER INSTITUTIONAL PRODUCTS TRUST, 485APOS, 1999-02-12

BERGER INSTITUTIONAL PRODUCTS TRUST
485APOS, 1999-02-12

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<PAGE>

As filed with the Securities and Exchange Commission on February 12, 1999

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 6 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 7 /X/

(Check appropriate box or boxes)

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

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

Registrant's Telephone Number, including Area Code: (303) 329-0200
---------------------------
Gerard M. Lavin, 210 University Boulevard, Suite 900, Denver, CO 80206
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

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

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

/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/X/ on May 1, 1999, pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

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

Title of Securities Being Registered SHARES OF BENEFICIAL INTEREST OF THE
BERGER IPT - 100 FUND, THE BERGER IPT - GROWTH AND INCOME FUND, THE BERGER IPT -
SMALL COMPANY GROWTH FUND AND THE BERGER/BIAM IPT - INTERNATIONAL FUND

<PAGE>

[FRONT COVER]
THE BERGER IPT FUNDS PROSPECTUS

[Wooded hillside photo]

BERGER IPT - SMALL COMPANY GROWTH FUND

BERGER IPT - 100 FUND

BERGER/BIAM IPT - INTERNATIONAL FUND

BERGER IPT - GROWTH AND INCOME FUND

MAY 1, 1999

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>

[inside front cover]

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.

Berger IPT - Small Company Growth Fund-Registered Trademark- PAGE
Berger IPT - 100 Fund-Registered Trademark- PAGE
Berger/BIAM IPT - International Fund-TM- PAGE
Berger IPT - Growth and Income Fund-Registered Trademark- PAGE

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS
Risk and Investment Table PAGE
Risk and Investment Glossary PAGE

BUYING AND
SELLING (REDEEMING) SHARES PAGE
Fund Share Price PAGE
Other Information PAGE
Distributions and Taxes PAGE

ORGANIZATION OF THE FUNDS
Investment Managers PAGE

FINANCIAL HIGHLIGHTS FOR THE FUNDS
Berger IPT - Small Company Growth Fund PAGE
Berger IPT - 100 Fund PAGE
Berger/BIAM IPT - International Fund PAGE
Berger IPT - Growth and Income Fund PAGE

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.

<PAGE>

BERGER IPT - SMALL COMPANY GROWTH FUND

[icon-profile of head with mountain peak in background]
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-profile of head with stock ticker tape in background]
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-left facing profile of head with lightning bolt; right facing profile of
head with sunshine]
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.

<PAGE>

[icon-profile of head with scrolled paper in background]
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

1997 1998
<S> <C> <C>
20% 21.21%
10%
0% 1.87%

Best quarter: 12/31/98 23.35%
Worst quarter: 9/30/98 -26.82%
</TABLE>
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>
1 Year Life of the Fund
(May 1, 1996)
<S> <C> <C>
The Fund 1.87% 8.01%
Russell 2000 -2.55% 8.87%
</TABLE>
<PAGE>

[icon-two coins]
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:

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

</TABLE>

<PAGE>

BERGER IPT - 100 FUND

[icon-profile of head with mountain peak in background]
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-profile of head with stock ticker tape in background]
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.

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.

<PAGE>

[icon-profile of head with scrolled paper in background]
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

<TABLE>
<CAPTION>
1997 1998
<S> <C> <C>
10% 13.76% 16.29%
0%
(10)%

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

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.

<PAGE>

[icon-two coins]
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>
<CAPTION>
<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
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.

- $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>

<PAGE>

BERGER/BIAM IPT - INTERNATIONAL FUND

[icon-profile of head with mountain peak in background]
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-profile of head with stock ticker tape in background]
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 portfolio'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-left facing profile of head with lightning bolt; right facing profile of
head with sunshine]
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.

<PAGE>

[icon-profile of head with scrolled paper in background]
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 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.

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

<TABLE>
<S> <C> <C>
10% 16.13%
0%
(10)%

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

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>
1 Year Life of the Fund
(May 1, 1997)
<S> <C> <C>
The Fund 16.13% 7.99%
EAFE Index 20.33% 13.74%
</TABLE>

<PAGE>

[icon-two coins]
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
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.

- $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:

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

</TABLE>

<PAGE>

BERGER IPT - GROWTH AND INCOME FUND
[icon-profile of head with mountain peak in background]
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-profile of head with stock ticker tape in background]
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.

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.

<PAGE>

[icon-profile of head with scrolled paper in background]
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.

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
<TABLE>
<CAPTION>
1997 1998
<S> <C> <C>
20% 24.99% 25.03%
10%
0%

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

<PAGE>

[icon-two coins]
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>

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
Annual Fund operating expenses are paid by the Fund. As a result, they
reduce the Fund's return. Fund expenses include management fees, 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.

- $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>

<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:
[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.
- - 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.

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.

<PAGE>

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS
- -------------------------------------------------------------------------------------------
RISK AND INVESTMENT TABLE
- -------------------------------------------------------------------------------------------
BERGER/BIAM
BERGER IPT - IPT - BERGER IPT -
SMALL COMPANY BERGER IPT - INTERNATIONAL GROWTH AND
GROWTH FUND 100 FUND FUND INCOME FUND
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DIVERSIFICATION - - - -

- -------------------------------------------------------------------------------------------
SMALL AND MID-SIZED [Y] Y Y Y
COMPANY SECURITIES
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 Y Y Y Y
(NONCONVERTIBLE)
INTEREST RATE, MARKET AND
CREDIT RISK
- -------------------------------------------------------------------------------------------
COMPANIES WITH LIMITED Y 5A- Y 5A-
OPERATING HISTORIES
MARKET, LIQUIDITY AND
INFORMATION RISK
- -------------------------------------------------------------------------------------------
ILLIQUID AND RESTRICTED 15 15 15 15
SECURITIES
MARKET, LIQUIDITY AND
TRANSACTION RISK
- -------------------------------------------------------------------------------------------
SPECIAL SITUATIONS Y Y Y Y
MARKET AND INFORMATION
RISK
- -------------------------------------------------------------------------------------------
TEMPORARY DEFENSIVE Y Y N Y
MEASURES
OPPORTUNITY RISK
- -------------------------------------------------------------------------------------------
BORROWING 25A- 5A- 25A- 5A-
LEVERAGE RISK
- -------------------------------------------------------------------------------------------
HEDGING STRATEGIES
- -------------------------------------------------------------------------------------------
FINANCIAL FUTURES (2) 5 5 N 5
HEDGING, CORRELATION,
OPPORTUNITY AND LEVERAGE
RISK
- -------------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY Y Y [Y] Y
CONTRACTS(2)
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 25A 25A N 25A
CALL OPTIONS (2)
(EXCHANGE-TRADED AND
OVER-THE-COUNTER)
OPPORTUNITY, CREDIT AND
LEVERAGE RISK
- -------------------------------------------------------------------------------------------
</TABLE>

<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.

<PAGE>

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.

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").

<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.

<PAGE>

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.

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

<PAGE>

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 over 20 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.

- --------------------------------------------------------------------------------
FUND ADVISORY FEE THE FUND'S INVESTMENT MANAGER
PAID BY THE
FUND
- --------------------------------------------------------------------------------
BERGER IPT - 0.90% paid to AMY K. SELNER, Vice President of Berger
SMALL COMPANY Berger Associates. Ms. Selner joined Berger
GROWTH FUND Associates(1) 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 - 0.75% paid to PATRICK S. ADAMS, Senior Vice President of
100 FUND Berger Berger Associates. Mr. Adams joined Berger
Associates(1) 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.
- --------------------------------------------------------------------------------

<PAGE>

- --------------------------------------------------------------------------------
BERGER/BIAM IPT 0.90% paid to BIAM, using a team approach, has been the
- INTERNATIONAL BBOI investment manager for the Fund since its
FUND Worldwide(1) 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 - 0.75% paid to TINO SELLITTO, Vice President of Berger
GROWTH AND Berger Associates. Mr. Sellitto joined Berger as
INCOME FUND Associates(1) 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.
- --------------------------------------------------------------------------------

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

Each of the Fund's investment managers also acts as the investment manager for a
corresponding retail Berger Fund, which has the same investment objective and
substantially the same investment strategies 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 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.

<PAGE>

AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Berger IPT - Berger
Small Company Small Company
Growth Fund Growth Fund (1)
- --------------------------------------------------------------------------------
<S> <C> <C>
1-year 1.87% 3.17%
- --------------------------------------------------------------------------------
Since Inception of the Berger IPT -Small 8.01% 6.46%
Company Growth Fund (5/1/96)
- --------------------------------------------------------------------------------
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 - Berger 100
100 Fund Fund(1)
- --------------------------------------------------------------------------------
<S> <C> <C>
1-year 16.29% 16.23%
- --------------------------------------------------------------------------------
Since Inception of the Berger IPT -100 Fund 12.65% 12.10%
(5/1/96)
- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Berger/BIAM Berger/BIAM
IPT - International
International Fund (1) (2)
Fund
- --------------------------------------------------------------------------------
<S> <C> <C>
1-year 16.13% 14.92%
- --------------------------------------------------------------------------------
Since Inception of the Berger/BIAM IPT - 7.99% 10.56%
International Fund (5/1/97)
- --------------------------------------------------------------------------------
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.

<PAGE>

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Berger IPT - Berger
Growth and Growth and
Income Fund Income Fund(1)
- --------------------------------------------------------------------------------
<S> <C> <C>
1-year 25.03% 22.49%
- --------------------------------------------------------------------------------
Since Inception of the Berger IPT -Growth and 23.08% 20.40%
Income Fund (5/1/96)
- --------------------------------------------------------------------------------
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
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 for a Fund may
exceed 100% per year. A 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.

<PAGE>

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

Year Ended Year Ended Period Ended
December 31, December 31, December 31,
1998 1997 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.

<PAGE>

BERGER IPT - 100 FUND
For a Share Outstanding Throughout the Periods Presented

Year Ended Year Ended Period Ended
December 31, December 31, December 31,
1998 1997 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>

<PAGE>

BERGER/BIAM IPT - INTERNATIONAL FUND
For a Share Outstanding Throughout the Periods Presented

Year Ended Period Ended
December 31, December 31,
1998 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.
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.

<PAGE>

BERGER IPT - GROWTH AND INCOME FUND
For a Share Outstanding Throughout the Periods Presented

<TABLE>
<CAPTION>
Year Ended Year Ended Period Ended
December 31, December 31, December 31,
1998 1997 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>

<PAGE>

[BACK COVER]

[LOGO]
BERGER-Registered Trademark-

FOR MORE INFORMATION

Additional information about the Funds' investments is available in the Funds'
semi-annual and annual reports to shareholders. The Funds' annual report
contains a discussion of the market conditions and investment strategies
that affected the Funds' performance over the past year.

You may wish to read the Statement of Additional Information (SAI) for more
information on the Funds and the securities they invest in. The SAI is
incorporated into this prospectus by reference, which means that it is
considered to be part of the prospectus.

You can get free copies of the annual and semi-annual reports and the SAI,
request other information or get answers to your questions about the Funds
by calling or writing either a participating insurance company or the Funds
at:

The Berger Funds
P.O. Box 419958
Kansas City, MO 64141-6958
(800) 551-5849

Text-only versions of Fund documents can be viewed online or downloaded from the
SEC's web site at www.sec.gov.

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington DC. For information on the operation of the Public Reference
Room, call (800) SEC-0330. Copies of documents may also be obtained by
sending your request and the appropriate fee to the SEC's Public Reference
Section, Washington, DC 20549-6009.

INVESTMENT COMPANY ACT FILE NUMBERS:
Berger Institutional Products Trust 811-07367
Berger IPT - Small Company Growth Fund
Berger IPT - 100 Fund
Berger/BIAM IPT - International Fund
Berger IPT - Growth and Income Fund

<PAGE>

BERGER IPT - SMALL COMPANY GROWTH FUND

BERGER IPT - 100 FUND

BERGER/BIAM IPT - INTERNATIONAL FUND

BERGER IPT - GROWTH AND INCOME FUND

STATEMENT OF ADDITIONAL INFORMATION

This Statement of Additional Information ("SAI") is not a prospectus.
It should be read in conjunction with the Prospectus for the four Funds listed
above (the "Funds"), dated May 1, 1999, as it may be amended or supplemented
from time to time, which may be obtained by writing the Funds at P.O. Box 5005,
Denver, Colorado 80217, or calling 1-800-706-0539. Each of the Funds is a
series of Berger Institutional Products Trust (the "Trust").

Shares of the Funds are not offered directly to the public, but are
sold only in connection with investment in and payments under variable annuity
contracts and variable life insurance contracts (collectively "variable
insurance contracts") issued by life insurance companies ("Participating
Insurance Companies"), as well as to certain qualified retirement plans.

The financial statements of each of the Funds for the fiscal year
ended December 31, 1998, and the related Report of Independent Accountants on
those statements, are incorporated into this SAI by reference from the Funds'
1998 Annual Report to Shareholders dated December 31, 1998. A copy of that
Annual Report is available, without charge, upon request, by calling
1-800-706-0539, or by contacting a Participating Insurance Company.

MAY 1, 1999

<PAGE>

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
SECTION PAGE NO. CROSS-REFERENCES TO
RELATED DISCLOSURES
IN PROSPECTUS
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Introduction 1 Table of Contents
- ----------------------------------------------------------------------------------------------------------------
1. Investment Strategies and Risks of the Funds 1 Berger IPT Funds;
Investment Techniques, Securities and
Associated Risks
- ----------------------------------------------------------------------------------------------------------------
2. Investment Restrictions 15 Berger IPT Funds;
Investment Techniques, Securities and
Associated Risks
- ----------------------------------------------------------------------------------------------------------------
3. Management of the Funds 21 Organization of the Funds
- ----------------------------------------------------------------------------------------------------------------
4. Investment Advisors and Sub-Advisor 25 Organization of the Funds
- ----------------------------------------------------------------------------------------------------------------
5. Expenses of the Funds 29 Berger IPT Funds;
Organization of the Funds; Financial
Highlights for the Funds
- ----------------------------------------------------------------------------------------------------------------
6. Brokerage Policy 32 Organization of the Funds
- ----------------------------------------------------------------------------------------------------------------
7. How To Purchase and Redeem Shares In the Funds 35 Buying and Selling (Redeeming) Shares
- ----------------------------------------------------------------------------------------------------------------
8. Suspension of Redemption Rights 36 Buying and Selling (Redeeming) Shares
- ----------------------------------------------------------------------------------------------------------------
9. How the Net Asset Value is Determined 37 Fund Share Price
- ----------------------------------------------------------------------------------------------------------------
10. Income Dividends, Capital Gains 36 Distributions and Taxes
Distributions and Tax Treatment
- ----------------------------------------------------------------------------------------------------------------
11. Performance Information 37 Berger IPT Fund; Financial Highlights
for the Funds
- ----------------------------------------------------------------------------------------------------------------
12. Additional Information 40 Other Information
- ----------------------------------------------------------------------------------------------------------------
Financial Statements 43 Financial Highlights for the Funds
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

INTRODUCTION

The Funds are diversified portfolios or series of the Berger
Institutional Products Trust, an open-end, management investment company.
Although each Fund is offering only its own shares and is not participating in
the sale of the shares of the other Funds, it is possible that a Fund might
become liable for any misstatement, inaccuracy or incomplete disclosure in the
Prospectus or SAI concerning the other Funds.

1. INVESTMENT STRATEGIES AND RISKS OF THE FUNDS

The Prospectus describes the investment objective of each of the Funds
and the principal investment policies and strategies used to achieve that
objective. It also describes the principal risks of investing in each Fund.

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

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

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

Interest rate risk refers to the fact that the value of fixed-income
securities (like debt securities) generally fluctuates in response to changes in
interest rates. A decrease in interest rates will generally result in an
increase in the price of fixed-income securities held by a Fund. Conversely,
during periods of rising interest rates, the value of fixed-income securities
held by a Fund will generally decline. Longer-term securities are generally
more sensitive to interest rate changes and are more

-1-

<PAGE>

volatile than shorter-term securities, but they generally offer higher yields to
compensate investors for the associated risks.

Certain debt securities can also present prepayment risk. For
example, a security may contain redemption and call provisions. If an issuer
exercises these provisions when interest rates are declining, the Fund could
sustain investment losses as well as have to reinvest the proceeds from the
security at lower interest rates, resulting in a decreased return for the Fund.

FOREIGN SECURITIES. Each Fund may invest in foreign securities, which
may be traded in foreign markets and denominated in foreign currency. The
Funds' investments may also include American Depositary Receipts (ADRs),
European Depositary Receipts (EDRs) which are similar to ADRs, in bearer form,
designed for use in the European securities markets, and in Global Depositary
Receipts (GDRs).

Investments in foreign securities involve some risks that are
different from the risks of investing in securities of U.S. issuers, such as the
risk of adverse political, social, diplomatic and economic developments and,
with respect to certain countries, the possibility of expropriation, taxes
imposed by foreign countries or limitations on the removal of monies or other
assets of the Funds. Moreover, the economies of individual foreign countries
will vary in comparison to the U.S. economy in such respects as growth of gross
domestic product, rate of inflation, capital reinvestment, resources,
self-sufficiency and balance of payments position. Securities of some foreign
companies, particularly those in developing countries, are less liquid and more
volatile than securities of comparable domestic companies. A developing country
generally is considered to be in the initial stages of its industrialization
cycle. Investing in the securities of developing countries may involve exposure
to economic structures that are less diverse and mature, and to political
systems that can be expected to have less stability than developed countries.

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

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

For any Fund invested in securities denominated or quoted in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect the value of the investments in its portfolio and the
unrealized appreciation or depreciation of investments insofar as U.S. investors
are concerned. If the foreign currency in which a security is denominated
appreciates against the U.S. dollar, the dollar value of the security will
increase. Conversely, a decline in the exchange rate of the foreign currency
against the U.S. dollar would adversely affect the dollar value of the foreign
securities. Foreign currency exchange rates are determined by forces of supply
and demand on the foreign

-2-
<PAGE>

exchange markets, which are in turn affected by the international balance of
payments and other economic and financial conditions, government intervention,
speculation and other factors.

Passive Foreign Investment Companies (PFICs). The Funds may purchase
the securities of certain companies considered Passive Foreign Investment
Companies (PFICs) under U.S. tax laws. For certain types of PFICs, in addition
to bearing their proportionate share of a Fund's expenses (management fees and
operating expenses), shareholders will also indirectly bear similar expenses of
such PFIC. PFIC investments also may be subject to less favorable U.S. tax
treatment, as discussed in Section 9 below.

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

SECURITIES OF SMALLER COMPANIES. All of the Funds may invest in, and
the portfolio of the Berger IPT - Small Company Growth Fund will be weighted
toward, securities of companies with small- or mid-sized market capitalizations.
Market capitalization is defined as total current market value of a company's
outstanding common stock. Investments in companies with smaller market
capitalizations may involve greater risks and price volatility (that is, more
abrupt or erratic price movements) than investments in larger, more mature
companies since smaller companies may be at an earlier stage of development and
may have limited product lines, reduced market liquidity for their shares,
limited financial resources or less depth in management than larger or more
established companies. Smaller companies also may be less significant factors
within their industries and may have difficulty withstanding competition from
larger companies. While smaller companies may be subject to these additional
risks, they may also realize more substantial growth than larger or more
established companies.

SPECIAL SITUATIONS. Each Fund may also invest in "special
situations." Special situations are companies that have recently experienced or
are anticipated to experience a significant change in structure, management,
products or services which may significantly affect the value of their
securities. Examples of special situations are companies being reorganized or
merged, companies emerging from bankruptcy, companies introducing unusual new
products or which enjoy particular tax advantages. Other examples are companies
experiencing changes in senior management, extraordinary corporate events,
significant changes in cost or capital structure or which are believed to be
probable takeover candidates. The opportunity to invest in special situations,
however, is limited and depends in part on the market's assessment of these
companies and their circumstances. By its nature, a "special situation" company
involves to some degree a break with the company's past experience. This
creates greater uncertainty and potential risk of loss than if the company were
operating according to long-established patterns. In addition, stocks of
companies in special situations may decline or not appreciate as expected if an
anticipated change or development does not occur or is not assessed by the
market as favorably as expected.

HEDGING TRANSACTIONS. Each Fund except the Berger/BIAM IPT -
International Fund is authorized to make limited use of certain types of
futures, forwards and/or options, but only for the purpose of hedging, that is,
protecting against market risk due to market movements that may adversely affect
the value of a Fund's securities or the price of securities that a Fund is
considering purchasing. The utilization of futures, forwards and options is
also subject to policies and procedures which may be established by the trustees
from time to time. In addition, none of the Funds is required to hedge.
Decisions regarding hedging are subject to the advisor's or sub-advisor's
judgment of the cost of the hedge, its potential effectiveness and other factors
the advisor or sub-advisor considers pertinent.

-3-

<PAGE>

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

A hedging transaction may partially protect a Fund from a decline in
the value of a particular security or its portfolio generally, although hedging
may also limit a Fund's opportunity to profit from favorable price movements,
and the cost of the transaction will reduce the potential return on the security
or the portfolio. Use of these instruments by a Fund involves the potential for
a loss that may exceed the amount of initial margin the Fund would be permitted
to commit to the contracts under its investment limitation, or in the case of a
call option written by the Fund, may exceed the premium received for the option.
However, a Fund is permitted to use such instruments for hedging purposes only,
and only if the aggregate amount of its obligations under these contracts does
not exceed the total market value of the assets the Fund is attempting to hedge,
such as a portion or all of its exposure to equity securities or its holding in
a specific foreign currency. To help ensure that the Fund will be able to meet
its obligations under its futures and forward contracts and its obligations
under options written by that Fund, the Fund will be required to maintain liquid
assets in a segregated account with its custodian bank or to set aside portfolio
securities to "cover" its position in these contracts.

The principal risks of a Fund utilizing futures transactions, forward
contracts and options are: (a) losses resulting from market movements not
anticipated by the Fund; (b) possible imperfect correlation between movements in
the prices of futures, forwards and options and movements in the prices of the
securities or currencies hedged or used to cover such positions; (c) lack of
assurance that a liquid secondary market will exist for any particular futures
or options at any particular time, and possible exchange-imposed price
fluctuation limits, either of which may make it difficult or impossible to close
a position when so desired; (d) lack of assurance that the counterparty to a
forward contract would be willing to negotiate an offset or termination of the
contract when so desired; and (e) the need for additional information and skills
beyond those required for the management of a portfolio of traditional
securities. In addition, when the Fund enters into an over-the-counter contract
with a counterparty, the Fund will assume counterparty credit risk, that is, the
risk that the counterparty will fail to perform its obligations, in which case
the Fund could be worse off than if the contract had not been entered into.

Following is additional information concerning the futures, forwards
and options which the Funds may utilize, provided that no more than 5% of the
Fund's net assets at the time the contract is entered into may be used for
initial margins for financial futures transactions and premiums paid for the
purchase of options. In addition, a Fund may only write call options that are
covered and only up to 25% of the Fund's total assets. The following
information should be read in conjunction with the information concerning the
Funds' use of futures, forwards and options and the risks of such instruments
contained in the Prospectus.

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

-4-

<PAGE>

the underlying instruments, in most cases the contractual obligation will be
offset before the delivery date by buying (in the case of an obligation to sell)
or selling (in the case of an obligation to buy) an identical futures contract.
Such a transaction cancels the original obligation to make or take delivery of
the instruments.

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

Both the buyer and seller are required to deposit "initial margin" for
the benefit of the FCM when a futures contract is entered into. Initial margin
deposits are equal to a percentage of the contract's value, as set by the
exchange on which the contract is traded, and may be maintained in cash or other
liquid assets. If the value of either party's position declines, that party
will be required to make additional "variation margin" payments to the other
party to settle the change in value on a daily basis. Initial and variation
margin payments are similar to good faith deposits or performance bonds or
party-to-party payments resulting from daily changes in the value of the
contract, unlike margin extended by a securities broker, and would be released
or credited to the Funds upon termination of the futures contract, assuming all
contractual obligations have been satisfied. Unlike margin extended by a
securities broker, initial and variation margin payments do not constitute
purchasing securities on margin for purposes of a Fund's investment limitations.
A Fund will incur brokerage fees when its buys or sells futures contracts.

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

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

Although a Fund would hold cash and liquid assets in a segregated
account with a mark-to-market value sufficient to cover the Fund's open futures
obligations, the segregated assets would be available to the Fund immediately
upon closing out the futures position.

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

-5-

<PAGE>

as a hedging technique allows a Fund to maintain a defensive position without
having to sell portfolio securities.

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

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

Futures contracts entail additional risks. Although a Fund will only
utilize futures contracts when it believes that use of such contracts will
benefit the Fund, if the Fund's investment judgment is incorrect, the Fund's
overall performance could be worse than if the Fund had not entered into futures
contracts. For example, if the Fund has hedged against the effects of a
possible decrease in prices of securities held in the Fund's portfolio and
prices increase instead, the Fund will lose part or all of the benefit of the
increased value of these securities because of offsetting losses in the Fund's
futures positions. In addition, if the Fund has insufficient cash, it may have
to sell securities from its portfolio to meet daily variation margin
requirements. Those sales may be, but will not necessarily be, at increased
prices which reflect the rising market and may occur at a time when the sales
are disadvantageous to the Fund. Although the buyer of an option cannot lose
more than the amount of the premium plus related transaction costs, a buyer or
seller of futures contracts could lose amounts substantially in excess of any
initial margin deposits made, due to the potential for adverse price movements
resulting in additional variation margin being required by such positions.
However, each Fund intends to monitor its investments closely and will attempt
to close its positions when the risk of loss to the Fund becomes unacceptably
high.

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

Futures prices can also diverge from the prices of their underlying
instruments, even if the underlying instruments closely correlate with a Fund's
investments. Futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the

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underlying instruments and the time remaining until expiration of the contract.
Those factors may affect securities prices differently from futures prices.
Imperfect correlations between a Fund's investments and its futures positions
may also result from differing levels of demand in the futures markets and the
securities markets, from structural differences in how futures and securities
are traded, and from imposition of daily price fluctuation limits for futures
contracts. A Fund may buy or sell futures contracts with a value less than or
equal to the securities it wishes to hedge or is considering purchasing. If
price changes in a Fund's futures positions are poorly correlated with its other
investments, its futures positions may fail to produce desired gains or result
in losses that are not offset by the gains in the Fund's other investments.

Because futures contracts are generally settled within a day from the
date they are closed out, compared with a longer settlement period for most
types of securities, the futures markets can provide superior liquidity to the
securities markets. Nevertheless, there is no assurance a liquid secondary
market will exist for any particular futures contract at any particular time.
In addition, futures exchanges may establish daily price fluctuation limits for
futures contracts and may halt trading if a contract's price moves upward or
downward more than the limit in a given day. On volatile trading days when the
price fluctuation limit is reached, it may be impossible for a Fund to enter
into new positions or close out existing positions. If the secondary market for
a futures contract is not liquid because of price fluctuation limits or
otherwise, a Fund may not be able to promptly liquidate unfavorable futures
positions and potentially could be required to continue to hold a futures
position until the delivery date, regardless of changes in its value. As a
result, a Fund's access to other assets held to cover its futures positions also
could be impaired.

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

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

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

The amount of risk a Fund assumes when it buys an option on a futures
contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the options bought.

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

The following discussion summarizes the Funds' principal uses of
forward foreign currency exchange contracts ("forward currency contracts"). A
Fund may enter into forward currency contracts with stated contract values of up
to the value of the Fund's assets. A forward currency contract is an obligation
to buy or sell an amount of a specified currency for an agreed price (which may
be in U.S. dollars or a foreign currency) on a specified date. A Fund will
exchange foreign currencies for U.S. dollars and for other foreign currencies in
the normal course of business and may buy and sell currencies through forward
currency contracts in order to fix a price (in terms of a specified currency)
for securities it has agreed to buy or sell ("transaction hedge"). A Fund also
may hedge some or all of its investments denominated in foreign currency against
a decline in the value of that currency (or a proxy currency whose price
movements are expected to have a high degree of correlation with the currency
being hedged) relative to the U.S. dollar by entering into forward currency
contracts to sell an amount of that currency approximating the value of some or
all of its portfolio securities denominated in that currency ("position hedge")
or by participating in futures contracts (or options on such futures) with
respect to the currency. A Fund also may enter into a forward currency contract
with respect to a currency where the Fund is considering the purchase or sale of
investments denominated in that currency but has not yet selected the specific
investments ("anticipatory hedge").

These types of hedging minimize the effect of currency appreciation as
well as depreciation, but do not eliminate fluctuations in the underlying U.S.
dollar equivalent value of the proceeds of or rates of return on a Fund's
foreign currency denominated portfolio securities. The matching of the increase
in value of a forward contract and the decline in the U.S. dollar equivalent
value of the foreign currency denominated asset that is the subject of the hedge
generally will not be precise. Shifting a Fund's currency exposure from one
foreign currency to another limits that Fund's opportunity to profit from
increases in the value of the original currency and involves a risk of increased
losses to such Fund if its investment manager's projection of future exchange
rates is inaccurate. Unforeseen changes in currency prices may result in poorer
overall performance for a Fund than if it had not entered into such contracts.

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

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While forward contracts are not currently regulated by the CFTC, the
CFTC may in the future assert authority to regulate forward contracts. In such
event, the Funds' ability to utilize forward contracts may be restricted. A
Fund may not always be able to enter into forward contracts at attractive prices
and may be limited in its ability to use these contracts to hedge Fund assets.
In addition, when a Fund enters into a privately negotiated forward contract
with a counterparty, the Fund assumes counterparty credit risk, that is, the
risk that the counterparty will fail to perform its obligations, in which case
the Fund could be worse off than if the contract had not been entered into.
Unlike many exchange-traded futures contracts and options on futures, there are
no daily price fluctuation limits with respect to forward contracts and other
negotiated or over-the-counter instruments, and with respect to those contracts,
adverse market movements could therefore continue to an unlimited extent over a
period of time. However, each Fund intends to monitor its investments closely
and will attempt to renegotiate or close its positions when the risk of loss to
the Fund becomes unacceptably high.

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

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

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

The writer of an exchange-traded call option that wishes to terminate
its obligation may effect a "closing purchase transaction." This is
accomplished by buying an option of the same series as the option previously
written. The effect of the purchase is that the writer's position will be
canceled by the clearing corporation. If a Fund desires to sell a particular
security from the Fund's portfolio on which the Fund has written a call option,
the Fund will effect a closing transaction prior to or concurrent with the sale
of the security. However, a writer may not effect a closing purchase
transaction after being notified of the exercise of an option. An investor who
is the holder of an exchange-traded option may liquidate its position by
effecting a "closing sale transaction." This is

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<PAGE>

accomplished by selling an option of the same series as the option previously
bought. There is no guarantee that either a closing purchase or a closing sale
transaction can be effected.

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

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

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

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

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

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

CONVERTIBLE SECURITIES. Each Fund may also purchase debt or equity
securities which are convertible into common stock when the Fund's advisor or
sub-advisor believes they offer the potential for a higher total return than
nonconvertible securities. While fixed-income securities generally have a
priority claim on a corporation's assets over that of common stock, some of the
convertible securities which the Funds may hold are high-yield/high-risk
securities that are subject to special risks, including the risk of default in
interest or principal payments which could result in a loss of income to the
Funds or a decline in the market value of the securities. Convertible
securities often display a degree of market price volatility that is comparable
to common stocks. The credit risk associated with convertible securities
generally is reflected by their ratings assigned by organizations such as
Moody's Investors Service, Inc., and Standard & Poor's Corporation, or a similar
determination of creditworthiness by the advisor or sub-advisor. The Funds have
no pre-established minimum quality standards for convertible securities and may
invest in convertible securities of any quality, including lower rated or
unrated securities. However, none of the Funds will invest in any security in
default at the time of purchase or in any nonconvertible debt securities rated
below investment grade, and each Fund will invest less than 20% of the market
value of its assets at the time of purchase in convertible securities rated
below investment grade. If convertible securities purchased by a Fund are
downgraded following purchase, or if other circumstances cause 20% or more of a
Fund's assets to be invested in convertible securities rated below investment
grade, the trustees of the Trust, in consultation with the advisor or
sub-advisor will determine what action, if any, is appropriate in light of all
relevant circumstances. For a further discussion of debt security ratings, see
Appendix A to this Statement of Additional Information.

SECURITIES OF COMPANIES WITH LIMITED OPERATING HISTORIES. Each of the
Funds may invest in securities of companies with limited operating histories.
The Funds consider these to be securities of companies with a record of less
than three years' continuous operation, even including the operations of any
predecessors and parents. (These are sometimes referred to as "unseasoned
issuers.") These companies by their nature have only a limited operating
history which can be used for evaluating the company's growth prospects. As a
result, investment decisions for these securities may place a greater emphasis
on current or planned product lines and the reputation and experience of the
company's management and less emphasis on fundamental valuation factors than
would be the case for more mature companies. In addition, many of these
companies may also be small companies and involve the risks and price volatility
associated with smaller companies. The Berger IPT - 100 Fund and the Berger IPT
- - Growth and Income Fund each may invest up to 5% of their total assets in such
securities.

INITIAL PUBLIC OFFERINGS. The Funds may invest in a company's
securities at the time the company first offers securities to the public, that
is, at the time of the company's initial public offering or IPO. Although
companies can be any age or size at the time of their IPOs, they are often
smaller and have a limited operating history, which involve a greater potential
for the value of their securities to be impaired following the IPO. See
"Securities of Smaller Companies" and "Securities of Companies with Limited
Operating Histories" above. In addition, market psychology prevailing at the
time of an IPO can have a substantial and unpredictable effect on the price of
an IPO security, causing the price of a company's securities to be particularly
volatile at the time of its IPO and for a period

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thereafter. As a result, a Fund's advisor or sub-advisor might decide to sell
an IPO security more quickly than it would otherwise, which may result in a
significant gain or loss to the Fund.

The advisor's or sub-advisor's IPO trade allocation procedures govern
which Funds and other advised accounts participate in the allocation of any IPO.
See the heading "Trade Allocations" under Section 4 below. Under the IPO
allocation procedures of Berger Associates, a Fund generally will not
participate in an IPO if the securities available for allocation to the Fund or
its corresponding retail Berger Fund (see below under Section 11 Performance
Information)are insignificant relative to that fund's net assets.

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

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

A Fund bears a risk of loss in the event that the other party to a
securities lending transaction defaults on its obligations and the Fund is
delayed in or prevented from exercising its rights to dispose of the collateral,
including the risk of a possible decline in the value of the collateral
securities during the period in which the Fund seeks to assert these rights, the
risk of incurring expenses associated with asserting these rights and the risk
of losing all or a part of the income from the transaction. None of the Funds
will lend its portfolio securities if, as a result, the aggregate value of such
loans would exceed 33-1/3% of the value of the Fund's total assets. Loan
arrangements made by a Fund will comply with all other applicable regulatory
requirements, including the rules of the New York Stock Exchange, which rules
presently require the borrower, after notice, to redeliver the securities within
the normal settlement time of three business days. All relevant facts and
circumstances, including creditworthiness of the broker, dealer or institution,
will be considered in making decisions with respect to the lending of
securities, subject to review by the Fund's trustees.

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ILLIQUID AND RESTRICTED SECURITIES. Each of the Funds is authorized
to invest in securities which are illiquid or not readily marketable because
they are subject to restrictions on their resale ("restricted securities") or
because, based upon their nature or the market for such securities, no ready
market is available. However, none of the Funds will purchase any such
security, the purchase of which would cause the Fund to invest more than 15% of
its net assets, measured at the time of purchase, in illiquid securities.
Investments in illiquid securities involve certain risks to the extent that a
Fund may be unable to dispose of such a security at the time desired or at a
reasonable price or, in some cases, may be unable to dispose of it at all. In
addition, in order to resell a restricted security, a Fund might have to incur
the potentially substantial expense and delay associated with effecting
registration. If securities become illiquid following purchase or other
circumstances cause more than 15% of a Fund's net assets to be invested in
illiquid securities, the trustees of that Fund, in consultation with the Fund's
advisor or sub-advisor, will determine what action, if any, is appropriate in
light of all relevant circumstances.

Repurchase agreements maturing in more than seven days will be
considered as illiquid for purposes of this restriction. Pursuant to guidelines
established by the trustees, the Funds' advisor or sub-advisor will determine
whether securities eligible for resale to qualified institutional buyers
pursuant to SEC Rule 144A under the Securities Act of 1933 should be treated as
illiquid investments considering, among other things, the following factors:
(1) the frequency of trades and quotes for the security; (2) the number of
dealers wanting to purchase or sell the security and the number of other
potential purchasers; (3) dealer undertakings to make a market in the security;
and (4) the nature of the security and the marketplace trades (e.g., the time
needed to dispose of the security, the method of soliciting offers, and the
mechanics of the transfer). The liquidity of a Fund's investments in Rule 144A
securities could be impaired if qualified institutional buyers become
uninterested in purchasing these securities.

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

These transactions must be fully collateralized at all times by debt
securities (generally a security issued or guaranteed by the U.S. Government or
an agency thereof, a banker's acceptance or a certificate of deposit), but
involve certain risks, such as credit risk to a Fund if the other party defaults
on its obligation and the Fund is delayed or prevented from liquidating the
collateral. For example, if the other party to the agreement defaults on its
obligation to repurchase the underlying security at a time when the value of the
security has declined, a Fund may incur a loss upon disposition of the security.
If the other party to the agreement becomes insolvent and subject to liquidation
or reorganization under the Bankruptcy Code or other laws, a court may determine
that the underlying security is collateral for a loan by a Fund not within the
control of the Fund and therefore the realization by the Fund on such collateral
may automatically be stayed and delayed. Further, it is possible that

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a Fund may not be able to substantiate its interest in the underlying security
and may be deemed an unsecured creditor of the other party to the agreement.
The Funds expect that these risks can be controlled through careful monitoring
procedures.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Each Fund may purchase
and sell securities on a when-issued or delayed delivery basis. However, none
of the Funds currently intends to purchase or sell securities on a when-issued
or delayed delivery basis, if as a result more than 5% of its total assets taken
at market value at the time of purchase would be invested in such securities.
When-issued or delayed delivery transactions arise when securities (normally,
equity obligations of issuers eligible for investment by a Fund) are purchased
or sold by the Fund with payment and delivery taking place in the future in
order to secure what is considered to be an advantageous price or yield.
However, the yield available on a comparable security when delivery takes place
may vary from the yield on the security at the time that the when-issued or
delayed delivery transaction was entered into. Any failure to consummate a
when-issued or delayed delivery transaction may result in a Fund missing the
opportunity of obtaining a price or yield considered to be advantageous.
When-issued and delayed delivery transactions may generally be expected to
settle within one month from the date the transactions are entered into, but in
no event later than 90 days. However, no payment or delivery is made by a Fund
until it receives delivery or payment from the other party to the transaction.

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

SHORT SALES. Each Fund other than the Berger/BIAM IPT - International
Fund currently is only permitted to engage in short sales if, at the time of the
short sale, the Fund owns or has the right to acquire an equivalent kind and
amount of the security being sold short at no additional cost (i.e., short sales
"against the box").

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

In the past, a Fund could have made a short sale, as described above,
when it wanted to sell a security it owned at a current attractive price, but
also wished to defer recognition of gain or loss for Federal income tax purposes
and for purposes of satisfying certain tests applicable to regulated investment
companies under the Internal Revenue Code. However, federal tax legislation has
since eliminated the ability to defer recognition of gain or loss in short sales
against the box and accordingly, it is not anticipated that any of the Funds
will be engaging in these transactions unless there are further legislative
changes.

TEMPORARY DEFENSIVE MEASURES. Each of the Funds (except the
Berger/BIAM IPT -International Fund) may increase its investment in government
securities, and other short-term, interest-bearing securities without regard to
the Fund's otherwise applicable percentage limits, policies or its normal
investment emphasis when its advisor or sub-advisor believes market conditions
warrant a temporary defensive position. Taking larger positions in such
short-term investments may serve as

-14-
<PAGE>

a means of preserving capital in unfavorable market conditions. When in a
defensive position, a Fund could miss the opportunity to participate in any
stock or bond market advances that occur during those periods, which the Fund
might have been able to participate in if it had remained more fully invested.

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

Higher portfolio turnover will necessarily result in correspondingly
higher brokerage costs for the Funds. The Funds' brokerage policy is discussed
further below under Section 6 -- Brokerage Policy, and additional information
concerning income taxes is located under Section 10 -- Income Dividends,
Capital Gains Distributions and Tax Treatment.

2. INVESTMENT RESTRICTIONS

As indicated in the Prospectus, the investment objective of each of
the Funds is as follows:

- -------------------------------------------------------------------------------
FUND INVESTMENT OBJECTIVE
- -------------------------------------------------------------------------------
Berger IPT - 100 Fund long-term capital appreciation
- -------------------------------------------------------------------------------
Berger IPT - Growth and Income Fund primary investment objective:
capital appreciation
secondary investment objective:
moderate level of current income
- -------------------------------------------------------------------------------
Berger IPT - Small Company Growth Fund capital appreciation
- -------------------------------------------------------------------------------
Berger/BIAM IPT - International Fund long-term capital appreciation
- -------------------------------------------------------------------------------

The investment objective of the Berger IPT - 100 Fund, the Berger IPT-
Small Company Growth Fund and the Berger/BIAM IPT - International Fund, and the
primary investment objective of the Berger IPT - Growth and Income Fund, are
considered fundamental, meaning that they cannot be changed without a
shareholders' vote. The secondary investment objective of the Berger IPT -
Growth and Income Fund is not considered fundamental, and therefore may be
changed in the future by action of the trustees without shareholder vote.
However, the Berger IPT - Growth and Income Fund will not change its secondary
investment objective without giving its shareholders such notice as may be
required by law. If the Berger IPT - Growth and Income Fund changes its
secondary investment objective, shareholders should consider whether the Fund
remains an appropriate investment in light of their then current financial
position and needs. There can be no assurance that any of the Funds' investment
objectives will be realized.

-15-

<PAGE>

Each Fund has also adopted certain investment policies, strategies,
guidelines and procedures in pursuing its objective. These may be changed
without a shareholder vote. The principal policies and strategies used by the
Funds are described in the Prospectus.

Each Fund has adopted certain fundamental and non-fundamental
restrictions on its investments and other activities, which are listed below.
Fundamental restrictions may not be changed without the approval of (i) 67% or
more of the voting securities of the Fund present at a meeting of shareholders
thereof if the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, or (ii) more than 50% of the outstanding voting
securities of the Fund. Non-fundamental restrictions may be changed in the
future by action of the directors or trustees without shareholder vote.

BERGER IPT - SMALL COMPANY GROWTH FUND

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

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

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

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

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

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

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

-16-
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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

-17-

<PAGE>

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

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

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

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

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

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

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

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

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

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

-18-

<PAGE>

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

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

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

BERGER/BIAM IPT - INTERNATIONAL FUND

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

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

-19-

<PAGE>

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

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

1. With respect to 100% of the Fund's total assets, the Fund may not
purchase the securities of any one issuer (except U.S. government securities) if
immediately after and as a result of such purchase (a) the value of the holdings
of the Fund in the securities of such issuer exceeds 5% of the value of the
Fund's total assets or (b) the Fund owns more than 10% of the outstanding voting
securities of such issuer.

2. The Fund may not purchase securities on margin from a broker or
dealer, except that the Fund may obtain such short-term credits as may be
necessary for the clearance of transactions, and may not make short sales of
securities. This limitation shall not prohibit or restrict the Fund from
entering into futures, forwards and options contracts or from making margin
payments and other deposits in connection therewith.

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

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

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

6. The Fund may not enter into any futures, forwards or options,
except that only for the purpose of hedging, the Fund may enter into forward
foreign currency exchange contracts with stated contract values of up to the
value of the Fund's assets.

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

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

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

-20-
<PAGE>

Fund may have an additional 15% of its assets in securities of issuers located
in any one of the following countries: Australia, Canada, France, Japan, the
United Kingdom or Germany.

3. MANAGEMENT OF THE FUNDS

Each Fund is supervised by trustees who are responsible for major
decisions about the Funds' policies and overall Fund oversight. Each Fund's
board hires the companies that run day-to-day Fund operations, such as the
investment advisor, administrator, transfer agent and custodian.

The trustees and executive officers of each of the Funds are listed
below, together with information which includes their principal occupations
during the past five years and other principal business affiliations.

MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman, MT 59717,
DOB: 1937. Since 1994, Dean, and from 1989 to 1994, a member of the
Finance faculty, of the College of Business, Montana State University.
Self-employed as a financial and management consultant, and in real
estate development. Formerly (1976-1989), Chairman and Chief
Executive Officer of Royal Gold, Inc. (mining). Chairman of the Board
of Berger 100 Fund and Berger Growth and Income Fund. Chairman of the
Trustees of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

* GERARD M. LAVIN, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1942. President and a director of Berger 100 Fund and Berger
Growth and Income Fund, and President and a trustee of Berger
Investment Portfolio Trust and Berger Omni Investment Trust, since
February 1997. President and a trustee of Berger/BIAM Worldwide
Portfolios Trust and Berger/BIAM Worldwide Funds Trust since their
inception in May 1996. President and a trustee of Berger
Institutional Products Trust since its inception in October 1995.
President and a director since April 1995 of Berger Associates, Inc.
Member and Chairman of the Board of Managers and Co-Chief Executive
Officer on the Management Committee of BBOI Worldwide LLC since
November 1996. President and a director of West Side Investments,
Inc. (investments), a wholly-owned subsidiary of DST Systems, Inc.,
since February 1998. Formerly, a Vice President of DST Systems, Inc.
(data processing) from July 1995 to February 1998; President and Chief
Executive Officer of Investors Fiduciary Trust Company (banking) from
February 1992 to March 1995; and Chief Operating Officer of SunAmerica
Asset Management Co. (money management) from January 1990 to February
1992.

DENNIS E. BALDWIN, 3481 South Race Street, Englewood, CO 80110, DOB: 1928.
President, Baldwin Financial Counseling. Formerly (1978-1990), Vice
President and Denver Office Manager of Merrill Lynch Capital Markets.
Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900, Denver, CO
80206, DOB: 1925. Director and, formerly, President (1974-1994) of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust since its inception in August 1993
(Chairman of the Trustees through November 1994). Trustee of Berger
Institutional Products Trust since its inception in October 1995.
Trustee of Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust since their inception in May 1996. Trustee of Berger
Omni Investment Trust since February 1997. Chairman

-21-

<PAGE>

(since 1994) and a Director (since 1973) and, formerly, President
(1973-1994) of Berger Associates.

LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, DOB: 1925. President,
Climate Engineering, Inc. (building environmental systems). Director
of Berger 100 Fund and Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust, Berger Institutional Products
Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide
Portfolios Trust and Berger Omni Investment Trust.

KATHERINE A. CATTANACH, 672 South Gaylord, Denver, CO 80209, DOB: 1945.
Managing Principal, Sovereign Financial Services, Inc. (investment
consulting firm). Formerly (1981-1988), Executive Vice President,
Captiva Corporation, Denver, Colorado (private investment management
firm). Ph.D. in Finance (Arizona State University); Chartered
Financial Analyst (CFA). Director of Berger 100 Fund and Berger
Growth and Income Fund. Trustee of Berger Investment Portfolio Trust,
Berger Institutional Products Trust, Berger/BIAM Worldwide Funds
Trust, Berger/BIAM Worldwide Portfolios Trust and Berger Omni
Investment Trust.

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1900, Chicago, IL 60602, DOB:
1945. Since 1991, Chairman, President, Chief Executive Officer and a
director of Catalyst Institute (international public policy research
organization focused primarily on financial markets and institutions).
Since September 1997, President, Chief Executive Officer and a
director of DST Catalyst, Inc. (international financial markets
consulting, software and computer services company). Director (since
February 1998) and a Vice President (February 1998 - November 1998) of
West Side Investments, Inc. (investments), a wholly-owned subsidiary
of DST Systems, Inc. Previously (1991 - September 1997), Chairman,
President, Chief Executive Officer and a director of Catalyst
Consulting (international financial institutions business consulting
firm). Prior thereto (1988-1991), President, Chief Executive Officer
and a director of Kessler Asher Group (brokerage, clearing and trading
firm). Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

HARRY T. LEWIS, JR., 370 17th Street, Suite 3560, Denver, CO 80202, DOB:
1933. Self-employed as a private investor. Formerly (1981-1988),
Senior Vice President, Rocky Mountain Region, of Dain Bosworth
Incorporated and member of that firm's Management Committee. Director
of J.D. Edwards & Co. (computer software company) since 1995.
Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135, DOB: 1928.
President, Santa Clara LLC (privately owned agriculture company).
Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

* PATRICK S. ADAMS, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1960. Executive Vice President and portfolio manager of the
Berger 100 Fund since February 1997. President and portfolio manager
of the Berger Select Fund since November 1997. President and
portfolio manager of the Berger IPT - 100 Fund since February 1997.
President and co-portfolio manager of the Berger Balanced Fund since
its inception in August 1997. Senior Vice President of Berger
Associates since February 1997. Formerly, Senior Vice President from
June 1996 to January 1997 with Zurich Kemper Investments,

-22-

<PAGE>

Inc.; Portfolio Manager from March 1993 to May 1996 with Founders
Asset Management, Inc.; research analyst and portfolio manager from
January 1990 to January 1992 and Senior Portfolio Manager/Senior
Analyst from January 1992 to February 1993 with First of America
Investment Corp.; and Portfolio Manager from August 1985 to December
1989 with Capital Management Group - Star Bank.

* JOHN B. JARES, 210 University Boulevard, Suite 900, Denver, CO 80206, DOB:
1966. Vice President and co-portfolio manager of the Berger Balanced
Fund since its inception in August 1997. Vice President (since October
1997) and Portfolio Manager (May 1997 to October 1997) with Berger
Associates. Formerly, Research Analyst (February 1994 to December
1996) and Co-Lead Portfolio Manager (January 1997 to May 1997) with
Founders Asset Management, Inc., and Research Associate with Lipper
Analytical Services, Inc. from October 1992 to February 1994.

* ANTHONY (TINO) R. SELLITTO III, 210 University Boulevard, Suite 900,
Denver, CO 80206, DOB: 1964. Vice President and portfolio manager of
the Berger Growth and Income Fund and the Berger IPT - Growth and
Income Fund since November 1998. Vice President (since September
1998) and senior equity analyst (January 1998 to September 1998) with
Berger Associates. Formerly, Vice President and Assistant Portfolio
Manager at Crestone Capital Management, Inc. (August 1995 to January
1998), Portfolio Manager at Hawaiian Trust Company (September 1994 to
August 1995) and Account Executive at W.W. Grainger Inc. (distributor
of industrial equipment) (October 1991 to September 1994).

* AMY K. SELNER, 210 University Boulevard, Suite 900, Denver, CO 80206, DOB:
1968. Vice President and portfolio manager of the Berger Mid Cap
Growth Fund since its inception in December 1997. Vice President and
portfolio manager of the Berger Small Company Growth Fund and the
Berger IPT - Small Company Growth Fund since November 1998. Vice
President (since December 1997) and senior research analyst (April
1996 through December 1997) with Berger Associates. Formerly,
Assistant Portfolio Manager and Research Analyst with INVESCO Trust
Company from March 1991 through March 1996.

* JANICE M. TEAGUE, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1954. Vice President and Secretary (since November 1998) and
Assistant Secretary (September 1996 to November 1998) of the Berger
Funds. Vice President (since October 1997), Secretary (since November
1998) and Assistant Secretary (September 1996 through November 1998)
with Berger Associates. Vice President and Secretary with Berger
Distributors, Inc., since August 1998. Formerly, self-employed as a
business consultant from June 1995 through September 1996, Secretary
of the Janus Funds from January 1990 to May 1995 and Assistant
Secretary of Janus Capital Corporation from October 1989 to May 1995.

* DAVID J. SCHULTZ, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1950. Vice President and Treasurer (since November 1998) and
Assistant Treasurer (September 1996 to November 1998) of the Berger
Funds. Vice President (since February 1997) and Controller (since
August 1994) with Berger Associates. Chief Financial Officer and
Treasurer (since May 1996), Assistant Secretary (since August 1998)
and Secretary (May 1996 to August 1998) with Berger Distributors, Inc.
Formerly, Partner with Smith, Brock & Gwinn (accounting firm) from
January 1984 to August 1994.

* BRIAN S. FERRIE, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1958. Vice President of the Berger Funds since November 1998.
Vice President (since February 1997) and Chief Compliance Officer
(since August 1994) with Berger Associates. Chief Compliance Officer
with Berger Distributors, Inc., since May 1996. Formerly, Compliance

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<PAGE>

Officer with United Services Advisor, Inc., from January 1988 to July
1994, and Director of Internal Audit of United Services Funds from
January 1987 to July 1994.

* JOHN PAGANELLI, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1967. Assistant Treasurer of the Berger Funds since November
1998. Vice President (since November 1998) and Manager of Accounting
(January 1997 through November 1998) with Berger Associates.
Formerly, manager of Accounting (December 1994 through October 1996)
and Senior Accountant (November 1991 through December 1994) with
Palmeri Fund Administrators, Inc.

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

* Interested person (as defined in the Investment Company Act of 1940) of one
or more of the Funds and/or of the Funds' advisors or sub-advisors.

The directors or trustees of the Funds have adopted a director/trustee
retirement age of 75 years.

TRUSTEE COMPENSATION

The officers of the Funds receive no compensation from the Funds. However,
trustees of the Funds who are not interested persons of Berger Associates are
compensated for their services according to a fee schedule, allocated among the
Funds. Neither the officers of the Funds nor the trustees receive any form of
pension or retirement benefit compensation from the Funds.

The following table sets forth information regarding compensation paid or
accrued during the fiscal year ended December 31, 1998, for each director or
trustee of the Funds and of some or all of the other Berger Funds:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
NAME AND POSITION WITH AGGREGATE COMPENSATION FROM
BERGER FUNDS
- -------------------------------------------------------------------------------------------------------------------------------
Berger IPT - Berger IPT - Berger/BIAM IPT - Berger IPT - All Berger
Small Company 100 Fund International Fund Growth and Funds(1)
Growth Fund Income Fund
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Dennis E. Baldwin(2) $100 $ 43 $ 70 $ 64 $ 47,000
- -------------------------------------------------------------------------------------------------------------------------------
William M.B. Berger(2),(4) $ 0 $ 0 $ 0 $ 0 $ 0
- -------------------------------------------------------------------------------------------------------------------------------
Louis R. Bindner(2) $ 81 $ 36 $ 60 $ 45 $ 47,000
- -------------------------------------------------------------------------------------------------------------------------------
Katherine A. Cattanach(2) $ 81 $ 36 $ 60 $ 45 $ 47,000
- -------------------------------------------------------------------------------------------------------------------------------
Paul R. Knapp(2) $100 $ 43 $ 70 $ 64 $ 47,000
- -------------------------------------------------------------------------------------------------------------------------------
Gerard M. Lavin(2),(3),(4) $ 0 $ 0 $ 0 $ 0 $ -0-
- -------------------------------------------------------------------------------------------------------------------------------
Harry T. Lewis(2) $100 $ 43 $ 70 $ 64 $ 47,000
- -------------------------------------------------------------------------------------------------------------------------------
Michael Owen(2) $121 $ 53 $ 85 $ 64 $ 57,000
- -------------------------------------------------------------------------------------------------------------------------------

-24-

<PAGE>

- -------------------------------------------------------------------------------------------------------------------------------
William Sinclaire(2) $100 $ 43 $ 70 $ 63 $ 47,000
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) For the period covered by this table, the Berger Funds included the Berger
100 Fund, the Berger Growth and Income Fund, the Berger Investment Portfolio
Trust (five series), the Berger Institutional Products Trust (four series), the
Berger/BIAM Worldwide Portfolios Trust (one series), the Berger/BIAM Worldwide
Funds Trust (three series) and the Berger Omni Investment Trust (one series).
Of the aggregate amounts shown for each director/trustee, the following amounts
were deferred under applicable deferred compensation plans: Dennis E. Baldwin
$35,950; Katherine A. Cattanach $45,535; Michael Owen $10,710; William Sinclaire
$13,246.

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

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

(4) Interested person of Berger Associates.

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

As of the date of this Statement of Additional Information, the
officers and trustees of the Trust as a group did not own of record or
beneficially any shares of any of the Funds of the Berger Institutional Products
Trust.

4. INVESTMENT ADVISORS AND SUB-ADVISOR

BERGER ASSOCIATES - INVESTMENT ADVISOR

Berger Associates, Inc. ("Berger Associates"), 210 University
Boulevard, Suite 900, Denver, CO 80206, is the investment advisor to all the
Funds except the Berger/BIAM IPT - International Fund. Berger Associates is
responsible for managing the investment operations of these Funds and the
composition of their investment portfolios. Berger Associates also acts as each
Funds' administrator and is responsible for such functions as monitoring
compliance with all applicable federal and state laws.

Berger Associates has been in the investment advisory business for
over 20 years. It serves as investment advisor or sub-advisor to mutual funds
and institutional investors and had assets under management of approximately
$3.4 billion as of December 31, 1998. Berger Associates is a wholly-owned
subsidiary of Kansas City Southern Industries, Inc. ("KCSI"). KCSI is a
publicly traded holding company with principal operations in rail
transportation, through its subsidiary The Kansas City Southern Railway Company,
and financial asset management businesses. KCSI also owns approximately 31% of
the outstanding shares of DST Systems, Inc. ("DST"), a publicly traded
information and transaction processing company which acts as the Funds'
sub-transfer agent.

-25-

<PAGE>

BBOI WORLDWIDE LLC - INVESTMENT ADVISOR

BBOI Worldwide LLC ("BBOI Worldwide"), 210 University Boulevard,
Denver, CO 80206, is the investment advisor to the Berger/BIAM IPT -
International Fund (the "Fund"). BBOI Worldwide oversees, evaluates and
monitors the investment advisory services provided to the Fund by the Fund's
sub-advisor and is responsible for furnishing general business management and
administrative services to the Fund.

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

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

BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED - SUB-ADVISOR

As permitted in its Investment Advisory Agreement with the Berger/BIAM
IPT - International Fund, BBOI Worldwide has delegated day-to-day investment
management responsibility for that Fund to BIAM. As sub-advisor, BIAM manages
the investments in the Fund and determines what securities and other investments
will be purchased, retained, sold or loaned, consistent with the investment
objective and policies established by the trustees. BIAM's main offices are at
26 Fitzwilliam Place, Dublin 2, Ireland. BIAM maintains a representative office
at 20 Horseneck Lane, Greenwich, CT 06830. BIAM is an indirect wholly-owned
subsidiary of Bank of Ireland, a publicly traded, diversified financial services
group with business operations worldwide. Bank of Ireland provides investment
management services through a network of related companies, including BIAM which
serves primarily institutional clients in the United States and Canada. Bank of
Ireland and its affiliates managed assets for clients worldwide in excess of $38
billion as of December 31, 1998.

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

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

-26-

<PAGE>

INVESTMENT ADVISORY AGREEMENTS AND SUB-ADVISORY AGREEMENT

Under the Investment Advisory Agreements between each Fund and its
advisor, the advisor is generally responsible for furnishing continuous advice
and making investment decisions as to the acquisition, holding or disposition of
securities or other assets which each Fund may own or contemplate acquiring from
time to time. Each Investment Advisory Agreement provides that the investment
advisor shall not be liable for any error of judgment or mistake of law or for
any loss arising out of any investment or for any act or omission taken with
respect to the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties thereunder and except to the extent otherwise
provided by law.

Under the Agreements, the advisor is compensated for its services by
the payment of a fee at the following annual rates, calculated as a percentage
of the average daily net assets of the Fund:

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
FUND ADVISOR INVESTMENT
ADVISORY FEE
- -------------------------------------------------------------------------------
<S> <C> <C>
Berger IPT - Small Company Growth Fund Berger Associates 0.90% (1)
- -------------------------------------------------------------------------------
Berger IPT - 100 Fund Berger Associates 0.75% (1)
- -------------------------------------------------------------------------------
Berger/BIAM IPT - International Fund (2) BBOI Worldwide (2) 0.90% (1)
- -------------------------------------------------------------------------------
Berger IPT - Growth and Income Fund Berger Associates 0.75% (1)
- -------------------------------------------------------------------------------
</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% in the case of the Berger IPT
- - 100 Fund and the Berger IPT - Growth and Income Fund, 1.15% in the case of the
Berger IPT - Small Company Growth Fund and 1.20% in the case of the Berger/BIAM
IPT - International Fund. The contract may not be terminated or amended except
by a vote of the Fund's Board of Trustees.

(2) The Fund is sub-advised by BIAM. See text preceding and following table.

Each Fund's current Investment Advisory Agreement will continue in
effect until the last day of April 2000, and thereafter from year to year if
such continuation is specifically approved at least annually by the trustees or
by vote of a majority of the outstanding shares of the Fund and in either case
by vote of a majority of the trustees who are not "interested persons" (as that
term is defined in the 1940 Act) of the Fund or the advisor. Each Agreement is
subject to termination by the Fund or the advisor on 60 days' written notice,
and terminates automatically in the event of its assignment.

Under the Sub-Advisory Agreement between the advisor and the
sub-advisor for the Berger/BIAM IPT - International Fund, the sub-advisor is
responsible for day-to-day investment management. The sub-advisor manages the
investments and determines what securities and other investments will be
acquired, held or disposed of, consistent with the investment objective and
policies established by the trustees. The Sub-Advisory Agreement provides that
the sub-advisor shall not be liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or omission taken
with respect to the Fund, except for willful

-27-

<PAGE>

misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties thereunder and
except to the extent otherwise provided by law.

No fees are paid directly to the sub-advisor by the Berger/BIAM IPT -
International Fund. As sub-advisor, BIAM receives from BBOI Worldwide, as
advisor, a fee at the annual rate of 0.40% of the average daily net assets of
the Fund. During certain periods, BIAM may voluntarily waive all or a portion
of its fee under the Sub-Advisory Agreement, which will not affect the fee paid
by the Fund to BBOI Worldwide.

The Sub-Advisory Agreement between BBOI Worldwide and BIAM with
respect to the Berger/BIAM IPT - International Fund will continue in effect
until April 2000, and thereafter from year to year if such continuation is
specifically approved at least annually by the trustees or by vote of a majority
of the outstanding shares of the Fund and in either case by vote of a majority
of the trustees of the Trust who are not "interested persons" (as that term is
defined in the Investment Company Act of 1940) of the Fund or BBOI Worldwide or
BIAM. The Sub-Advisory Agreement is subject to termination by the Fund, BBOI
Worldwide or BIAM on 60 days' written notice, and terminates automatically in
the event of its assignment and in the event of termination of the Investment
Advisory Agreement between the Trust and BBOI Worldwide with respect to the
Berger/BIAM IPT - International Fund.

TRADE ALLOCATIONS

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

RESTRICTIONS ON PERSONAL TRADING

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

-28-

<PAGE>

In addition to the pre-clearance requirements described above, the
Code subjects those covered persons deemed to be access persons to various
trading restrictions and reporting obligations. All reportable transactions are
reviewed for compliance with Berger Associates' Code. Those covered persons
also may be required under certain circumstances to forfeit their profits made
from personal trading. The Code is administered by Berger Associates and the
provisions of the Code are subject to interpretation by and exceptions
authorized by its board of directors.

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

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

5. EXPENSES OF THE FUNDS

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

Under a separate Administrative Services Agreement with each Fund
except the Berger/BIAM IPT - International Fund, Berger Associates performs
certain administrative and recordkeeping services not otherwise performed by
IFTC, including the preparation of financial statements and reports to be filed
with regulatory authorities. Each of those Funds pays Berger Associates a fee
at the annual rate of 0.01% of its average daily net assets for such services.
Under an Administrative Services Agreement with the Berger/BIAM IPT -
International Fund, BBOI Worldwide performs similar administrative and
recordkeeping services and the Fund pays BBOI Worldwide a fee at the annual rate
of 0.01% of its average daily net assets. These administrative services fees
are in addition to the investment advisory fees paid by each Fund under its
Investment Advisory Agreement. The administrative services fees may be changed
by the trustees without shareholder approval.

-29-

<PAGE>

Under a Sub-Administration Agreement between the BBOI Worldwide and
Berger Associates, Berger Associates has been delegated all of BBOI Worldwide's
duties under the Administrative Services Agreement and BBOI Worldwide's
administrative duties under the Investment Advisory Agreement for the
Berger/BIAM IPT - International Fund. For its services under the
Sub-Administration Agreement, BBOI Worldwide pays Berger Associates a fee of
0.20% of the average daily net assets of the Berger/BIAM IPT - International
Fund. During certain periods, Berger Associates may voluntarily waive all or a
portion of its fee from BBOI Worldwide, which will not affect the fee paid by
the Fund to BBOI Worldwide under the Administrative Services Agreement or the
advisory fee paid to BBOI Worldwide under the Investment Advisory Agreement.

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

BERGER IPT - SMALL COMPANY GROWTH FUND

<TABLE>
<CAPTION>
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
December 31, Advisory Fee Service Fee Waiver and Expense
Reimbursements
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $51,369 $571 $(59,275) $ 0
- ---------------------------------------------------------------------------------------------------------
1997 $11,890 $131 $(61,554) $ 0
- ---------------------------------------------------------------------------------------------------------
1996* $ 1,620 $ 17 $(13,415) $ 0
- ---------------------------------------------------------------------------------------------------------
</TABLE>

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

BERGER IPT - 100 FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
December 31, Advisory Fee Service Fee Waiver and Expense
Reimbursements
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $18,445 $ 246 $(46,234) $ 0
- ---------------------------------------------------------------------------------------------------------
1997 $ 5,119 $ 68 $(55,910) $ 0
- ---------------------------------------------------------------------------------------------------------
1996* $ 1,393 $ 19 $(12,453) $ 0
- ---------------------------------------------------------------------------------------------------------
</TABLE>

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

-30-

<PAGE>

BERGER/BIAM IPT - INTERNATIONAL FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
December 31, Advisory Fee Service Fee Waiver and Expense
Reimbursements
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $34,853 $387 $(64,078) $ 0
- ---------------------------------------------------------------------------------------------------------
1997* $13,368 $148 $(39,083) $ 0
- ---------------------------------------------------------------------------------------------------------
</TABLE>

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

BERGER IPT - GROWTH AND INCOME FUND

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
December 31, Advisory Fee Service Fee Waiver and Expense
Reimbursements
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $39,707 $529 $(52,203) $ 0
- ---------------------------------------------------------------------------------------------------------
1997 $ 4,872 $ 58 $(56,020) $ 0
- ---------------------------------------------------------------------------------------------------------
1996* $ 1,350 $ 17 $(12,091) $ 0
- ---------------------------------------------------------------------------------------------------------
</TABLE>

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

Each of the Funds has appointed Investors Fiduciary Trust Company ("IFTC"),
801 Pennsylvania, Kansas City, MO 64105, as its recordkeeping and pricing agent.
In addition, IFTC also serves as the Funds' custodian, transfer agent and
dividend disbursing agent. IFTC has engaged DST Systems, Inc. ("DST"), P.O.
Box 419958, Kansas City, MO 64141, as sub-agent to provide transfer agency and
dividend disbursing services for the Funds. Approximately 31% of the
outstanding shares of DST are owned by KCSI.

As recordkeeping and pricing agent, IFTC calculates the daily net asset
value of each Fund and performs certain accounting and recordkeeping functions
required by the Funds. The Funds pay IFTC a monthly base fee plus an
asset-based fee. IFTC is also reimbursed for certain out-of-pocket expenses.

IFTC, as custodian, and its subcustodians have custody and provide for the
safekeeping of the Funds' securities and cash, and receive and remit the income
thereon as directed by the management of the Funds. The custodian and
subcustodians do not perform any managerial or policy-making functions for the
Funds. For its services as custodian, IFTC receives an asset-based fee plus
certain transaction fees and out-of-pocket expenses.

As transfer agent and dividend disbursing agent, IFTC (through DST, as
sub-agent) maintains all shareholder accounts of record; assists in mailing all
reports, proxies and other information to the Funds' shareholders; calculates
the amount of, and delivers to the Funds' shareholders, proceeds representing
all dividends and distributions; and performs other related services. For these
services, IFTC receives a fee from the Funds at an annual rate of $14.00 per
open Fund shareholder account, subject to preset volume discounts, plus certain
transaction fees and fees for closed accounts, and is reimbursed for
out-of-pocket expenses, which fees in turn are passed through to DST as
sub-agent.

-31-

<PAGE>

All of IFTC's fees are subject to reduction pursuant to an agreed formula
for certain earnings credits on the cash balances of the Funds. Earnings
credits received by each Fund can be found on the Fund's Statement of Operations
in the Annual Report incorporated by reference into this Statement of Additional
Information.

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

The trustees of each of the Funds have authorized portfolio transactions to
be placed on an agency basis through DST Securities, Inc. ("DSTS"), a
wholly-owned broker-dealer subsidiary of DST. When transactions for a Fund are
effected through DSTS, the commission received by DSTS is credited against, and
thereby reduces, certain operating expenses that the Fund would otherwise be
obligated to pay. No portion of the commission is retained by DSTS. See
Section 6 Brokerage Policy for further information concerning the expenses
reduced as a result of these arrangements.

Under a written contract, each 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% in the case of the Berger IPT
- - 100 Fund and the Berger IPT - Growth and Income Fund, 1.15% in the case of the
Berger IPT - Small Company Growth Fund and 1.20% in the case of the Berger/BIAM
IPT - International Fund. The contract may not be terminated or amended except
by a vote of the Fund's Board of Trustees.

DISTRIBUTOR

The distributor (principal underwriter) of each Fund's shares is Berger
Distributors, Inc. (the "Distributor"), 210 University Boulevard, Suite 900,
Denver, CO 80206. The Distributor may be reimbursed by Berger Associates for
its costs in distributing the Funds' shares.

6. BROKERAGE POLICY

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

-32-

<PAGE>

BROKERAGE COMMISSIONS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED ENDED ENDED
DECEMBER 31, 1998 DECEMBER 31, 1997 DECEMBER 31, 1996
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
BERGER IPT - SMALL COMPANY GROWTH FUND $12,722 $3,118 $ 607 *
- ----------------------------------------------------------------------------------------------------------------------
BERGER IPT - 100 FUND $13,732 $3,191 $ 535 *
- ----------------------------------------------------------------------------------------------------------------------
BERGER/BIAM IPT - INTERNATIONAL FUND $ 5,618 $6,134** N/A
- ----------------------------------------------------------------------------------------------------------------------
BERGER IPT - GROWTH AND INCOME FUND $36,751 $2,817 $ 688 *
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

In accordance with this provision of the Agreements, Berger Associates
places and BIAM may place portfolio brokerage business of each Fund it advises
with brokers who provide useful brokerage and research services. Such services
include computerized on-line stock quotation systems and related data feeds from
stock exchanges, computerized trade order entry, execution and confirmation
systems, fundamental and technical analysis data and software, broker and other
third-party equity research, computerized stock market and business news
services, economic research, account performance data and computer hardware used
for the receipt of electronic research services. These include a service used
by the independent trustees of the Funds in reviewing the Investment Advisory
Agreements.

Berger Associates does not and BIAM will not enter into formal agreements
with any brokers regarding the placement of securities transactions because of
any such brokerage or research services that they provide. Berger Associates or
BIAM may, however, make arrangements with and maintain internal procedures for
allocating transactions to brokers who provide such services to encourage them
to provide services expected to be useful to their clients, including the Funds.
However, the placement of all Fund transactions, including placements pursuant
to such arrangements, must be consistent with the Funds' brokerage placement and
execution policies, and must be directed to a broker who renders satisfactory
service in the execution of orders at the most favorable prices and at
reasonable commission rates.

-33-

<PAGE>

During the fiscal year ended December 31, 1998, of the brokerage
commissions paid by the Funds, the following amounts were paid to brokers who
provided to the Funds selected brokerage or research services prepared by the
broker or subscribed or paid for by the broker on behalf of the Funds:

<TABLE>
<CAPTION>
Fund Amount of Amount of
Transactions Commissions
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
Berger IPT - Small Company Growth Fund $ 277,053 $ 642
- ----------------------------------------------------------------------------------------------
Berger IPT - 100 Fund $1,479,855 $2,101
- ----------------------------------------------------------------------------------------------
Berger/BIAM IPT - International Fund $ 0 $ 0
- ----------------------------------------------------------------------------------------------
Berger IPT - Growth and Income Fund $2,211,451 $2,649
- ----------------------------------------------------------------------------------------------
</TABLE>

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

If Berger or BIAM determines that any such brokerage or research service
has a mixed use, such that it also serves functions that do not assist Berger
Associates or BIAM in the investment decision-making process or otherwise
benefits a Fund, Berger Associates or BIAM may allocate the costs of such
service accordingly. Only that portion of the service that Berger Associates or
BIAM determines will assist it in the investment decision-making process or will
otherwise benefit a Fund may be paid for by the placement of a Fund's brokerage
business. The decision whether and how to allocate the costs of such service
presents a conflict of interest for Berger Associates or BIAM.

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

Included in the brokerage commissions paid by the Funds during the last
three fiscal years, as stated in the preceding Brokerage Commissions table, are
the following amounts paid to DSTS, which served to reduce each Fund's
out-of-pocket expenses as follows:

-34-

<PAGE>

DSTS COMMISSIONS AND RELATED EXPENSE REDUCTIONS

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
DSTS Reduction in DSTS Reduction in DSTS Reduction in
Commissions Expenses FYE Commissions Expenses FYE Commissions Expenses FYE
Paid 12/31/98(1) Paid 12/31/97(1) Paid FYE 12/31/96(1)
FYE 12/31/98 FYE 12/31/97 12/31/96
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Berger IPT - Small Company $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Growth Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Berger IPT - 100 Fund $ 436 (2) $ 327 $ 58 $ 44 $ 8 $ 6
- ---------------------------------------------------------------------------------------------------------------------------------
Berger/BIAM IPT - $ 0 $ 0 $ 0(3) $ 0 (3) N/A N/A
International Fund
- ---------------------------------------------------------------------------------------------------------------------------------
Berger IPT - Growth and $ 454 (4) $ 341 $ 13 $ 10 $ 0 $ 0
Income Fund
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2) Constitutes 3% of the aggregate brokerage commissions paid by the Berger
IPT - 100 Fund and less than 1% of the aggregate dollar amount of transactions
placed by that Fund.

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

(4) Constitutes 1% of the aggregate brokerage commissions paid by the Berger
IPT - Growth and Income Fund and less than 1% of the aggregate dollar amount of
transactions placed by that Fund.

In selecting broker and dealers and in negotiating commissions, the Funds'
advisor or sub-advisor considers a number of factors, including among others:
the advisor's or sub-advisor's knowledge of currently available negotiated
commission rates or prices of securities currently available and other current
transaction costs; the nature of the security being traded; the size and type of
the transaction; the nature and character of the markets for the security to be
purchased or sold; the desired timing of the trade; the activity existing and
expected in the market for the particular security; confidentiality; the quality
of the execution, clearance and settlement services; financial stability of the
broker or dealer; the existence of actual or apparent operational problems of
any broker or dealer; and research products or services provided. The trustees
of each Fund have authorized sales by a broker-dealer of variable insurance
contracts that permit allocation of contract values to one or more of the Funds
to be considered as a factor in the selection of broker-dealers to execute
portfolio transactions for the Funds. In addition, the advisor or sub-advisor
may also consider payments made by brokers to a Fund or to other persons on
behalf of a Fund for services provided to the Fund for which it would otherwise
be obligated to pay, such as transfer agency fees. In placing portfolio
business with any such broker or dealer, the advisors and sub-advisor of the
Funds will seek the best execution of each transaction.

During the fiscal year ended December 31, 1998, the Berger IPT - Growth and
Income Fund acquired securities of Merrill Lynch & Co. and Morgan Stanley Dean
Witter & Co., two of the Fund's regular broker-dealers. However, as of December
31, 1998, the Fund did not own any of those securities.

7. HOW TO PURCHASE AND REDEEM SHARES IN THE FUNDS

Shares of the Funds are sold by the Funds on a continuous basis to separate
accounts of Participating Insurance Companies or to qualified plans. Investors
may not purchase or redeem shares of the Funds directly, but only through
variable insurance contracts offered through the separate accounts of
Participating Insurance Companies or through qualified retirement plans. You
should refer to the applicable Separate Account Prospectus or your plan
documents for information on how to

-35-

<PAGE>

purchase or surrender a contract, make partial withdrawals of contract values,
allocate contract values to one or more of the Funds, change existing
allocations among investment alternatives, including the Funds, or select
specific Funds as investment options for a qualified plan. No sales charge is
imposed upon the purchase or redemption of shares of the Funds. Sales charges
for the variable insurance contracts or qualified plans are described in the
relevant Separate Account Prospectuses or plan documents.

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

8. SUSPENSION OF REDEMPTION RIGHTS

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

Each Fund intends to redeem its shares only for cash, although it retains
the right to redeem its shares in-kind under unusual circumstances, in order to
protect the interests of the remaining shareholders, by the delivery of
securities selected from its assets at its discretion. If shares are redeemed
in-kind, the redeeming shareholder generally will incur brokerage costs in
converting the assets to cash. The redeeming shareholder may have difficulty
selling the securities and recovering the amount of the redemption if the
securities are illiquid. The method of valuing securities used to make
redemption in-kind will be the same as the method of valuing portfolio
securities described below.

9. HOW THE NET ASSET VALUE IS DETERMINED

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

In determining net asset value, securities listed or traded primarily on
national exchanges, The Nasdaq Stock Market and foreign exchanges are valued at
the last sale price on such markets, or, if such a price is lacking for the
trading period immediately preceding the time of determination, such securities
are valued at the mean of their current bid and asked prices. Securities that
are traded in the over-the-counter market are valued at the mean between their
current bid and asked prices. The market value of individual securities held by
each Fund will be determined by using prices provided by pricing services which
provide market prices to other mutual funds or, as needed, by obtaining market
quotations from independent broker/dealers. Short-term money market securities
maturing within 60 days are valued on the amortized cost basis, which
approximates market value. All assets and liabilities initially expressed in
terms of non-U.S. dollar currencies are translated into U.S. dollars at the
prevailing market rates as quoted by one or more banks or dealers shortly before
the close of the

-36-
<PAGE>

Exchange. Securities and assets for which quotations are not readily available
or are not representative of market value may be valued at their fair value
determined in good faith pursuant to consistently applied procedures established
by the trustees. 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.

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

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

10. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

Each of the Funds intends to qualify to be treated as a separate regulated
investment company under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"). If they so qualify and meet certain minimum distribution
requirements, the Funds generally will not be liable for Federal income tax on
the amount of their earnings that are timely distributed. If a Fund distributes
annually less than 98% of its income and gain, under certain circumstances, it
may be subject to a nondeductible excise tax equal to 4% of the shortfall.

Each Fund intends to restrict sales of its shares to Participating
Insurance Companies and qualified plans so as to qualify for "look-through"
treatment under the investment diversification requirements of Code Section
817(h) which apply to certain insurance company separate accounts. Each Fund
also intends to manage its investments in accordance with the diversification
requirements of Code Section 817(h) so that any separate account, or segregated
asset account thereof, that holds shares in any of the Funds as its sole asset
will comply with those requirements. For further information concerning Federal
income tax consequences for the owners of variable insurance contracts and
qualified plan participants, consult the appropriate Separate Account Prospectus
or plan documents.

All dividends or capital gains distributions paid by a Fund will be
automatically reinvested in shares of that Fund at the net asset value on the
ex-dividend date, unless an election is made on behalf of a separate account or
qualified plan to receive distributions in cash. The tax treatment of
distributions made to any shareholder will depend on the shareholder's tax
status.

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

-37-

<PAGE>

11. PERFORMANCE INFORMATION

From time to time in advertisements, the Funds may discuss their
performance ratings as published by recognized mutual fund statistical services,
such as Lipper Analytical Services, Inc., CDA Investment Technologies, Inc.,
Morningstar, Inc., or Value Line Investment Survey or by publications of general
interest such as The Wall Street Journal, Investor's Business Daily, Money,
Barron's, Financial World or Kiplinger's Personal Finance Magazine. In addition,
the Funds may compare their performance to that of recognized broad-based
securities market indices, including the Standard & Poor's 500 Stock Index, the
Dow Jones Industrial Average, the Russell 2000 Stock Index, the Standard &
Poor's 400 Mid-Cap Index, the Standard & Poor's 600 Small Cap Index, Morgan
Stanley Capital International EAFE (Europe, Australasia, Far East) Index, the
Dow Jones World Index, the Standard & Poor's/BARRA Value Index, the Nasdaq
Composite Index or the Lehman Brothers Intermediate Term Government/Corporate
Bond Index, or more narrowly-based or blended indices which reflect the market
sectors in which that Fund invests.

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

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

All performance figures for the Funds are based upon historical results and
do not assure future performance. The investment return and principal value of
an investment will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original cost.

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

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

Each Fund has the same investment objective and follows similar investment
strategies as a Berger retail fund. The Berger retail funds have the same
investment advisor (and, as to the

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<PAGE>

Berger/BIAM IPT - International Fund, the same sub-advisor) as the corresponding
Funds offered under this Prospectus. The same persons who serve as portfolio
managers of the Funds also serve as portfolio managers of the corresponding
Berger retail funds.

Set forth in the Prospectus is average annual total return data for each of
the Funds. Also set forth is total return information for each of the
corresponding Berger retail funds, calculated as described above. Investors
should not consider the performance data for the corresponding Berger retail
funds as a substitute for the performance of the Funds offered under the
Prospectus, nor as an indication of the past or future performance of the Funds.
The performance figures in the Prospectus reflect the deduction of the
historical fees and expenses paid by the Berger retail funds, and not those paid
or to be paid by these Funds. Performance data for the Funds and the retail
Berger/BIAM International Fund also reflect fee waivers and/or expense
reimbursements by the Funds' advisor, without which performance would be lower.
In addition, the figures do not reflect the deduction of charges or expenses
attributable to variable insurance contracts or qualified plans invested in the
Funds. As discussed above, investors should refer to the applicable Separate
Account Prospectus or qualified plan documents accompanying this Prospectus for
information pertaining to such contract charges and expenses and, in the case of
a Separate Account Prospectus for a variable annuity contract, to the
hypothetical performance data in that prospectus that illustrate the impact of
contract charges and loads on the returns shown below. Each Fund and its
corresponding Berger retail fund will be managed separately and the investments
and investment results are expected to differ. In particular, differences in
asset size and in cash flow resulting from purchases and redemption of Fund
shares may result in different security selections, differences in the relative
weightings of securities or differences in the prices paid for particular
portfolio holdings.

In conjunction with performance reports, comparative data between a Fund's
performance for a given period and other types of investment vehicles may be
provided. A Fund's performance is based upon amounts available for investment
under variable insurance contracts of Participating Insurance Companies or
available for allocation to a qualified plan account, rather than upon premiums
paid or contributions by contract owners or plan participants. Consequently the
Fund's total return data does not reflect the impact of sales loads (whether
front-load or deferred) or other contract or plan charges deducted from premiums
or from the assets of the separate accounts or qualified plans that invest in
the Fund. Such sales loads and charges may be substantial and may vary widely
among Participating Insurance Companies and qualified plans. Accordingly, the
total return data for the Funds is most useful for comparison with comparable
data for other investment options under the same variable insurance contract or
qualified plan.

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

AVERAGE ANNUAL TOTAL RETURNS

The average annual total return for each of the Funds for various periods
ending December 31, 1998, are shown on the following table:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
FUND 1-Year Life of Fund
- ----------------------------------------------------------------------------
<S> <C> <C>
Berger IPT - Small Company Growth Fund 1.87% 8.01% (since 5/1/96)
- ----------------------------------------------------------------------------

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<PAGE>

- ----------------------------------------------------------------------------
Berger IPT - 100 Fund 16.29% 12.65% (since 5/1/96)
- ----------------------------------------------------------------------------
Berger/BIAM IPT - International Fund 16.13% 7.99% (since 5/1/97)
- ----------------------------------------------------------------------------
Berger IPT - Growth and Income Fund 25.03% 23.08% (since 5/1/96)
- ----------------------------------------------------------------------------
</TABLE>

12. ADDITIONAL INFORMATION

The Funds are separate series or portfolios established under the Berger
Institutional Products Trust, a Delaware business trust organized under the
Delaware Business Trust Act on October 17, 1995. The Berger IPT - 100 Fund, the
Berger IPT - Growth and Income Fund and the Berger IPT - Small Company Growth
Fund were established under the Trust on October 17, 1995. The Berger/BIAM IPT
- - International Fund was established under the Trust in April 1997. The names
Berger IPT - 100 Fund-Registered Trademark- and Berger IPT - Small Company
Growth Fund-Registered Trademark- were registered as trademarks in August 1998.
The name Berger IPT - Growth and Income Fund-Registered Trademark- was
registered as a trademark in October 1998.

The Trust is authorized to issue an unlimited number of shares of
beneficial interest in series or portfolios. Currently, the Funds named above
are the only series established under the Trust, although others may be added in
the future. The Trust is also authorized to establish multiple classes of
shares representing differing interests in an existing or new series. Shares of
the Funds are fully paid and nonassessable when issued. Each share has a par
value of $.01. All shares issued by each Fund participate equally in dividends
and other distributions by the Fund, and in the residual assets of the Fund in
the event of its liquidation.

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

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

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

None of the Funds or the Trust is required to hold annual shareholder
meetings unless required by the Investment Company Act of 1940 or other
applicable law or unless called by the trustees. If

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<PAGE>

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

Shareholders of the Funds and, where applicable, the other series/classes
of the Trust, generally vote separately on matters relating to those respective
series/classes, although they vote together and with the holders of any other
series/classes of the Trust in the election of trustees of the Trust and on all
matters relating to the Trust as a whole. Each full share of each Fund has one
vote.

Shares of the Funds have non-cumulative voting rights, which means that the
holders of more than 50% of the shares voting for the election of trustees can
elect 100% of the trustees if they choose to do so and, in such event, the
holders of the remaining less than 50% of the shares voting for the election of
trustees will not be able to elect any person or persons as trustees.

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

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

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

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

PRINCIPAL SHAREHOLDERS

-41-

<PAGE>

Insofar as the management of the Funds is aware, as of February 1, 1999, no
person owned, beneficially or of record, more than 5% of the outstanding shares
of any of the Funds, except for the following:

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
Name and Address Berger IPT -Small Berger IPT -100 Berger/BIAM IPT - Berger IPT -Growth and
Company Growth Fund Fund International Fund Income Fund
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Berger Associates, Inc.(1) -- 9.1% -- --
210 University Blvd. #900
Denver, CO 80206
- ----------------------------------------------------------------------------------------------------------------------------------
Conseco Variable Insurance Company 20.3% 81.4% 46.2%(2) 95.3%
11825 N. Pennsylvania St.
Carmel, IN 46032
- ----------------------------------------------------------------------------------------------------------------------------------
Great-West Life & Annuity Insurance 66.5% -- -- --
Company
8515 East Orchard Road
Englewood, CO 80111
- ----------------------------------------------------------------------------------------------------------------------------------
Ameritas Life Insurance Corp. -- 9.4% -- --
Separate Account LLVA and Separate
Account LLVL
5900 O Street
Lincoln, NE 68510
- ----------------------------------------------------------------------------------------------------------------------------------
Canada Life Insurance Company of -- -- 46.5% --
America
330 University Avenue SP12
Toronto, Ontario, Canada M5G1R8
- ----------------------------------------------------------------------------------------------------------------------------------
BMA Variable Annuity -- -- 5.4% --
BMA Tower
P.O. Box 419458
Kansas City, MO 64141-6458
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

(2) The shares owned of record by Conseco Variable Insurance Company include
shares attributable to a variable annuity contract owned by Berger Associates,
Inc., which constitute 40.4% of the outstanding shares of the Fund.

DISTRIBUTION

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

-42-

<PAGE>

Distributor is qualified as a broker-dealer. David J. Schultz, Chief Financial
Officer, Assistant Secretary and Treasurer of the Distributor, is also Vice
President and Treasurer of the Trust. Janice M. Teague, Vice President and
Secretary of the Distributor, is also Vice President and Secretary of the Trust.
Brian Ferrie, Vice President and Chief Compliance Officer of the Distributor, is
also Vice President of the Trust.

The Trust, on behalf of each Fund, and the Distributor are parties to a
Distribution Agreement that continues through April 2000, and thereafter from
year to year if such continuation is specifically approved at least annually by
the trustees or by vote of a majority of the outstanding shares of the Fund and
in either case by vote of a majority of the trustees of the Trust who are not
"interested persons" (as that term is defined in the Investment Company Act of
1940) of the Trust or the Distributor. The Distribution Agreement is subject to
termination by a Fund or the Distributor on 60 days' prior written notice, and
terminates automatically in the event of its assignment. Under the Distribution
Agreement, the Distributor continuously offers the shares of the Funds and
solicits orders to purchase Fund shares at net asset value. The Distributor is
not compensated for its services under the Distribution Agreement, but may be
reimbursed by Berger Associates for its costs in distributing Fund shares.

OTHER INFORMATION

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

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

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 950 Seventeenth Street, Denver, Colorado, acted
as independent accountants for each of the Funds for the fiscal year ended
December 31, 1998. In that capacity, PricewaterhouseCoopers LLP audited the
financial statements of the Funds referenced below under "Financial Statements"
and assisted the Funds in connection with the preparation of their 1997 income
tax returns.

FINANCIAL STATEMENTS

The following financial statements for each of the Funds are incorporated
herein by reference from the Annual Report to Shareholders of the Funds dated
December 31, 1998, in each case along with the Report of Independent Accountants
thereon dated January 29, 1999:

Schedule of Investments as of December 31, 1998

Statement of Assets and Liabilities as of December 31, 1998

Statement of Operations for the Fiscal Year Ended December 31, 1998

Statement of Changes in Net Assets for each of the periods indicated

Notes to Financial Statements, December 31, 1998

Financial Highlights for each of the periods indicated

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<PAGE>

The above-referenced Annual Report is enclosed with a copy of this SAI.
Additional copies of that Annual Report may be obtained upon request without
charge by calling 1-800-706-0539, or by contacting a Participating Insurance
Company.

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<PAGE>

APPENDIX A

HIGH-YIELD/HIGH RISK SECURITIES

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

Securities rated below investment grade are subject to greater risk that
adverse changes in the financial condition of their issuers or in general
economic conditions, or an unanticipated rise in interest rates, may impair the
ability of their issuers to make payments of interest and principal or
dividends. The market prices of lower grade securities are generally less
sensitive to interest rate changes than higher-rated investments, but more
sensitive to economic changes or individual corporate developments. Periods of
economic uncertainty and change can be expected to result in volatility of
prices of these securities. Lower rated securities also may have less liquid
markets than higher rated securities, and their liquidity as well as their value
may be adversely affected by poor economic conditions. Adverse publicity and
investor perceptions as well as new or proposed laws may also have a negative
impact on the market for high-yield/high-risk bonds. In the event of an
unanticipated default, a Fund will experience a reduction in its income and
could expect a decline in the market value of the securities affected. The
prices of these securities may be more volatile and the markets for them may be
less liquid than those for higher-rated securities.

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

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

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

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

CORPORATE BOND RATINGS

The ratings of fixed-income securities by Moody's and Standard & Poor's are
a generally accepted measurement of credit risk. However, they are subject to
certain limitations. Ratings are generally based upon historical events and do
not necessarily reflect the future. In addition, there is

-45-

<PAGE>

a period of time between the issuance of a rating and the update of the rating,
during which time a published rating may be inaccurate.

KEY TO MOODY'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

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

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

-46-

<PAGE>

KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

-47-

<PAGE>

BERGER INSTITUTIONAL PRODUCTS TRUST

PART C. OTHER INFORMATION

Item 23. EXHIBITS

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

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

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

Item 25. INDEMNIFICATION

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

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

The business of Berger Associates, Inc., the investment advisor of
the Berger IPT - 100 Fund, the Berger IPT - Growth and Income Fund and the
Berger IPT - Small Company Growth Fund is described in the Prospectus and in
Section 4 in the Statement of Additional Information. Information relating to
the business and other connections of the officers and directors of Berger
Associates (current and for the past two years) is listed in Schedules A and D
of Berger Associates' Form ADV as filed with the Securities and Exchange
Commission (File No. 801-9451, dated November 16, 1998), which information from
such schedules is incorporated herein by reference.

C-1
<PAGE>

The business of BBOI Worldwide LLC ("BBOI Worldwide"), the
investment advisor of the Berger/BIAM IPT - International Fund, is described in
the Prospectus and in Section 4 of the Statement of Additional Information.
Information relating to the business and other connections of the officers and
managers of BBOI Worldwide (current and for the past two years) is listed in
Schedules A and D of BBOI Worldwide's Form ADV as filed with the Securities and
Exchange Commission (File No. 801-52264, dated November 16, 1998), which
information from such schedules is incorporated herein by reference.

The business of Bank of Ireland Asset Management (U.S.) Limited
("BIAM"), the sub-advisor to the Berger/BIAM IPT - International Fund, is
described in the Prospectus and in Section 4 in the Statement of Additional
Information. Information relating to the business and other connections of
the officers and directors of BIAM (current and for the past two years) is
listed in Schedules A and D of BIAM's Form ADV as filed with the Securities
and Exchange Commission (File No. 801-29606, dated June 26, 1998), which
information from such schedules is incorporated herein by reference.

Item 27. PRINCIPAL UNDERWRITERS

(a) Investment companies for which the Funds' principal
underwriter also acts as principal underwriter, depositor or investment adviser:

The One Hundred Fund, Inc.
Berger One Hundred and One Fund, Inc.
Berger Investment Portfolio Trust
- --Berger Small Company Growth Fund
- --Berger New Generation Fund
- --Berger Balanced Fund
- --Berger Select Fund
- --Berger Mid Cap Growth Fund
- --Berger Mid Cap Value Fund
Berger Omni Investment Trust
- --Berger Small Cap Value Fund
Berger Institutional Products Trust
- --Berger IPT - 100 Fund
- --Berger IPT - Growth and Income Fund
- --Berger IPT - Small Company Growth Fund
- --Berger/BIAM IPT - International Fund
Berger/BIAM Worldwide Funds Trust
- --Berger/BIAM International Fund
- --International Equity Fund
- --Berger/BIAM International CORE Fund

(b) For Berger Distributors, Inc.:

Name Positions and Positions and
Offices with Offices with
Underwriter Registrant
- --------------------------------------------------------------------------------
David G. Mertens President, CEO and Director None

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

C-2

<PAGE>

Brian Ferrie Vice President and Chief Vice President
Compliance Officer
Mark S. Sunderhuse Director None

Janice M. Teague Vice President and Vice President and
Secretary Secretary

The principal business address of each of the persons in the table
above is 210 University Blvd., Suite 900, Denver, CO 80206.

Item 28. LOCATION OF ACCOUNTS AND RECORDS

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

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

(b) Accounting records relating to cash and other money
balances; asset, liability, reserve, capital, income and
expense accounts; portfolio securities; purchases and sales;
and brokerage commissions are maintained by the Registrant's
Recordkeeping and Pricing Agent, Investors Fiduciary Trust
Company ("IFTC"), 801 Pennsylvania, Kansas City, Missouri
64105. Other records of the Registrant relating to
purchases and sales; the Trust Instrument, minute books and
other trust records; brokerage orders; performance
information and other records are maintained at the offices
of the Registrant at 210 University Boulevard, Suite 900,
Denver, Colorado 80206.

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

Item 29. MANAGEMENT SERVICES

The Registrant has no management-related service contract which is
not discussed in Parts A and B of this form.

Item 30. UNDERTAKINGS

Not applicable.

C-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City and County of Denver, and State of
Colorado, on the 12th day of February, 1999.

BERGER INSTITUTIONAL PRODUCTS TRUST
(Registrant)

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

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

Signature Title Date

Gerard M. Lavin President (Principal February 12, 1999
- ------------------------------ Executive Officer)
Gerard M. Lavin and Trustee

David J. Schultz Vice President and February 12, 1999
- ------------------------------ Treasurer (Principal
David J. Schultz Financial Officer)

John Paganelli Assistant Treasurer February 12, 1999
- ------------------------------ (Principal Accounting
John Paganelli Officer)

/s/Dennis E. Baldwin*
- ------------------------------ Trustee February 12, 1999
Dennis E. Baldwin

/s/William M.B. Berger*
- ------------------------------ Trustee February 12, 1999
William M.B. Berger

C-4

<PAGE>

/s/Louis R. Bindner*
- ------------------------------ Trustee February 12, 1999
Louis R. Bindner

/s/Katherine A. Cattanach*
- ------------------------------ Trustee February 12, 1999
Katherine A. Cattanach

/s/Paul R. Knapp*
- ------------------------------ Trustee February 12, 1999
Paul R. Knapp

/s/Harry T. Lewis, Jr.*
- ------------------------------ Trustee February 12, 1999
Harry T. Lewis, Jr.

/s/Michael Owen*
- ------------------------------ Trustee February 12, 1999
Michael Owen

/s/William Sinclaire*
- ------------------------------ Trustee February 12, 1999
William Sinclaire

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

C-5
<PAGE>

BERGER INSTITUTIONAL PRODUCTS TRUST
EXHIBIT INDEX

N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
- ----------------------- ---------- ---------------
<S> <C> <C> <C>
(1) Exhibit 23(a) Trust Instrument
(2) Exhibit 23(b) Bylaws
Exhibit 23(c) Not Applicable
(3) Exhibit 23(d)-1 Form of Investment Advisory Agreement
for Berger IPT - 100 Fund
(4) Exhibit 23(d)-2 Form of Investment Advisory Agreement
for Berger IPT - Growth and Income Fund
(5) Exhibit 23(d)-3 Form of Investment Advisory Agreement
for Berger IPT - Small Company Growth
Fund
(6) Exhibit 23(d)-4 Form of Investment Advisory Agreement
for Berger/BIAM IPT - International Fund
(7) Exhibit 23(d)-5 Form of Sub-Advisory Agreement for
Berger/BIAM IPT - International Fund
(8) Exhibit 23(e) Distribution Agreement between Berger
Institutional Products Trust and Berger
Distributors, Inc.
Exhibit 23(f) Not Applicable
(9) Exhibit 23(g) Form of Custody Agreement
(10) Exhibit 23(h)-1 Form of Administrative Services
Agreement for Berger IPT - 100 Fund
(11) Exhibit 23(h)-2 Form of Administrative Services
Agreement for Berger IPT - Growth and
Income Fund
(12) Exhibit 23(h)-3 Form of Administrative Services
Agreement for Berger IPT - Small Company
Growth Fund
(13) Exhibit 23(h)-4 Form of Administrative Services
Agreement for Berger/BIAM IPT -
International Fund
(14) Exhibit 23(h)-5 Form of Sub-Administration Agreement for
Berger/BIAM IPT - International Fund
(15) Exhibit 23(h)-6 Form of Recordkeeping and Pricing Agent
Agreement
(16) Exhibit 23(h)-7 Form of Agency Agreement
(17) Exhibit 23(h)-8 Form of Participation Agreement between
Berger Institutional Products Trust,
Berger Associates, Inc. and Great
American Reserve Insurance Company
(18) Exhibit 23(h)-9 Form of Participation Agreement between
Berger Institutional Products Trust,
Berger Associates, Inc. and Ameritas
Life Insurance Company
(19) Exhibit 23(h)-10 Form of Participation Agreement between
Berger Institutional Products Trust,
BBOI Worldwide LLC and Great American
Reserve Insurance Company

<PAGE>

(20)Exhibit 23(h)-11 Form of Participation Agreement between
Berger Institutional Products Trust,
Berger Associates, Inc., Berger
Distributors, Inc., Charles Schwab & Co.
Inc. and Great-West Life & Annuity
Insurance Company
(21)Exhibit 23(h)-12 Form of Participation Agreement between
Berger Institutional Products Trust,
Berger Associates, Inc., Berger
Distributors, Inc., Charles Schwab & Co.
Inc. and First Great-West Life & Annuity
Insurance Company
(22)Exhibit 23(h)-13 Form of Participation Agreement between
Berger Institutional Products Trust,
BBOI Worldwide LLC and Canada Life
Insurance Company of America
(23)Exhibit 23(h)-14 Form of Participation Agreement between
Berger Institutional Products Trust,
BBOI Worldwide LLC and Canada Life
Insurance Company of New York
(24)Exhibit 23(h)-15 Form of Participation Agreement between
Berger Institutional Products Trust,
Berger Associates, Inc. and Prudential
Insurance Company of America
(25)Exhibit 23(h)-16 Form of Participation Agreement between
Berger Institutional Products Trust,
BBOI Worldwide LLC and Prudential
Insurance Company of America
(26)Exhibit 23(h)-17 Form of Participation Agreement between
Berger Institutional Products Trust,
Berger Associates, Inc. and Canada Life
Insurance Company of America
(27)Exhibit 23(h)-18 Form of Participation Agreement between
Berger Institutional Products Trust,
Berger Associates, Inc. and Canada Life
Insurance Company of New York
(28)Exhibit 23(h)-19 Form of Participation Agreement between
Berger Institutional Products Trust,
Berger Associates, Inc. and Business
Men's Assurance Company of America
(31) Exhibit 23(h)-20 Form of Participation Agreement between
Berger Institutional Products Trust,
Berger Associates, Inc. and Conseco Life
Insurance Company of New York
(32) Exhibit 23(h)-21 Form of Participation Agreement between
Berger Institutional Products Trust,
BBOI Worldwide LLC and Conseco Life
Insurance Company of New York
(29) Exhibit 23(i) Opinion and consent of Davis, Graham &
Stubbs LLP
* Exhibit 23(j) EX-99.B23(j) Consent of PricewaterhouseCoopers LLP
Exhibit 23(k) Not Applicable
(30) Exhibit 23(l) Investment Letter from Initial
Stockholder
Exhibit 23(m) Not Applicable

<PAGE>

* Exhibit 23(n)-1 EX-27.1 Financial Data Schedule for Berger IPT -
100 Fund
* Exhibit 23(n)-2 EX-27.2 Financial Data Schedule for Berger IPT -
Growth and Income Fund
* Exhibit 23(n)-3 EX-27.3 Financial Data Schedule for Berger IPT -
Small Company Growth Fund
* Exhibit 23(n)-4 EX-27.4 Financial Data Schedule for Berger/BIAM
IPT - International Fund
- ------------------------

</TABLE>

* Filed herewith.

Filed previously as indicated below and incorporated herein by reference:
(1) Filed as Exhibit 1 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(2) Filed as Exhibit 2 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(3) Filed as Exhibit 5.1 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(4) Filed as Exhibit 5.2 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(5) Filed as Exhibit 5.3 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(6) Filed as Exhibit 5.4 with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1997.
(7) Filed as Exhibit 5.5 with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1997.
(8) Filed as Exhibit 6 with Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A, filed February 14, 1997.
(9) Filed as Exhibit 8 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(10) Filed as Exhibit 9.1.1 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(11) Filed as Exhibit 9.1.2 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(12) Filed as Exhibit 9.1.3 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(13) Filed as Exhibit 9.1.4 with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1997.
(14) Filed as Exhibit 9.1.5 with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1997.
(15) Filed as Exhibit 9.2 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(16) Filed as Exhibit 9.3 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(17) Filed as Exhibit 9.4 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(18) Filed as Exhibit 9.5 with Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A, filed February 14, 1997.
(19) Filed as Exhibit 9.6 with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1997.
(20) Filed as Exhibit 9.7 with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1997.

<PAGE>

(21) Filed as Exhibit 9.8 with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1997.
(22) Filed as Exhibit 9.9 with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1997.
(23) Filed as Exhibit 9.10 with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1997.
(24) Filed as Exhibit 9.11 with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1997.
(25) Filed as Exhibit 9.12 with Post-Effective Amendment No. 3 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1997.
(26) This agreement is identical to Exhibit 23(h)-13 to this Registration
Statement, except that Berger Associates, Inc. is substituted for BBOI
Worldwide LLC as a party.
(27) This agreement is identical to Exhibit 23(h)-14 to this Registration
Statment, except that Berger Associates, Inc. is substituted for BBOI
Worldwide LLC as a party.
(28) Filed as Exhibit 9.15 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(29) Filed as Exhibit 10 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(30) Filed as Exhibit 13 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
(31) This agreement is identical to Exhibit 23(h)-8 to this Registration
Statement, except that Conseco Life Insurance Company of New York is
substituted for Great American Reserve Insurance Company as a party.
(32) This agreement is identical to Exhibit 23(h)-10 to this Registration
Statement, except that Conseco Life Insurance Company of New York is
substituted for Great American Reserve Insurance Company as a party.

<PAGE>

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 6 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated January 29, 1999, relating to the financial
statements and financial highlights appearing in the December 31, 1998 Annual
Report to Shareholders of Berger Institutional Products Trust, which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the Prospectus
and under the heading "Independent Accountants" in the Statement of Additional
Information.

PricewaterhouseCoopers LLP
Denver, Colorado
February 12, 1999

<PAGE>
<ARTICLE> 6
<CIK> 0001002109
<NAME> BERGER INSTITUTIONAL PRODUCTS TRUST
<SERIES>
<NUMBER> 011
<NAME> BERGER IPT-100 FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<INVESTMENTS-AT-COST> 3141252
<INVESTMENTS-AT-VALUE> 3713353
<RECEIVABLES> 25344
<ASSETS-OTHER> 30469
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 3769166
<PAYABLE-FOR-SECURITIES> 22142
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 36915
<TOTAL-LIABILITIES> 59057
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 3338427
<SHARES-COMMON-STOCK> 287825
<SHARES-COMMON-PRIOR> 111085
<ACCUMULATED-NII-CURRENT> 919
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 201338
<ACCUM-APPREC-OR-DEPREC> 572101
<NET-ASSETS> 3710109
<DIVIDEND-INCOME> 12769
<INTEREST-INCOME> 18084
<OTHER-INCOME> 0
<EXPENSES-NET> 23640
<NET-INVESTMENT-INCOME> 7213
<REALIZED-GAINS-CURRENT> (199333)
<APPREC-INCREASE-CURRENT> 567945
<NET-CHANGE-FROM-OPS> 375825
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 6568
<DISTRIBUTIONS-OF-GAINS> 1714
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 260915
<NUMBER-OF-SHARES-REDEEMED> 84839
<SHARES-REINVESTED> 664
<NET-CHANGE-IN-ASSETS> 2476217
<ACCUMULATED-NII-PRIOR> 147
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 164
<GROSS-ADVISORY-FEES> 18445
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 70834
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