<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 16, 2000
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.
[x] Post-Effective Amendment No. 7
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[x] Amendment No. 8
(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
----------------------------
Jack R. Thompson, 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)
[ ] on May 1, 1999, pursuant to paragraph (a)(1)
[x] 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 - Growth Fund, the Berger IPT - Growth and Income Fund, the Berger IPT -
Small Company Growth Fund, the Berger/BIAM IPT - International Fund and the
Berger IPT - New Generation Fund
<PAGE> 2
EXPLANATORY NOTE
This amendment to the Registration Statement of the Berger
Institutional Products Trust (the "Trust") contains the following:
One Prospectus for the Berger IPT - Growth Fund, Berger IPT - Growth and Income
Fund, Berger IPT - Small Company Growth Fund, Berger/BIAM IPT - International
Fund and Berger IPT - New Generation Fund, being all the series currently in
existence in the Trust.
One Statement of Additional Information for the Berger IPT - Growth Fund, Berger
IPT - Growth and Income Fund, Berger IPT - Small Company Growth Fund,
Berger/BIAM IPT - International Fund and Berger IPT - New Generation Fund, being
all the series currently in existence in the Trust.
One Part C
This filing constitutes the annual year-end update for the following
series of the Trust: Berger IPT - Growth Fund, Berger IPT - Growth and Income
Fund, Berger IPT - Small Company Growth Fund and Berger/BIAM IPT - International
Fund. This filing also contains a new series of the Trust known as the Berger
IPT - New Generation Fund.
<PAGE> 3
BERGER IPT FUNDS PROSPECTUS
[Cover design]
BERGER IPT - NEW GENERATION FUND
BERGER IPT - SMALL COMPANY GROWTH FUND
BERGER IPT - GROWTH FUND
BERGER/BIAM IPT - INTERNATIONAL FUND
BERGER IPT - GROWTH AND INCOME FUND
May 1, 2000
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> 4
[inside front cover]
BERGER IPT - SMALL COMPANY GROWTH FUND, BERGER IPT - GROWTH AND INCOME FUND and
THE BERGER MOUNTAIN LOGO are registered trademarks of Berger LLC; BERGER IPT -
NEW GENERATION FUND, BERGER/BIAM IPT - INTERNATIONAL FUND and BERGER IPT -
GROWTH FUND are trademarks of Berger LLC; and other marks referred to herein are
the trademarks or registered trademarks of the respective owners thereof.
<PAGE> 5
CONTENTS
THE BERGER IPT FUNDS are no-load mutual funds. A mutual fund pools money from
shareholders and invests in a portfolio of securities. Each of the following
sections introduces a Fund, its goal(s), principal investment strategies and
principal risks. They also contain expense and performance information.
<TABLE>
<S> <C>
BERGER IPT - NEW GENERATION FUND (TM) PAGE
BERGER IPT - SMALL COMPANY GROWTH FUND (R) PAGE
BERGER IPT - GROWTH FUND (TM) PAGE
BERGER/BIAM IPT - INTERNATIONAL FUND (TM) PAGE
BERGER IPT - GROWTH AND INCOME FUND (R) 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
Berger IPT - New Generation Fund PAGE
Berger IPT - Small Company Growth Fund PAGE
Berger IPT - Growth Fund PAGE
Berger/BIAM IPT - International Fund PAGE
Berger IPT - Growth and Income Fund PAGE
</TABLE>
You may not invest in shares of the Funds directly. You may invest in shares of
the Funds 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> 6
BERGER IPT - NEW GENERATION FUND
[icon-profile of head with mountain peak in background]
THE FUND'S GOAL AND PRINCIPAL INVESTMENT STRATEGIES
The Fund aims for capital appreciation. In pursuing that goal, the Fund
primarily invests in the common stocks of companies with potential for
significant earnings growth.
The Fund focuses on leading-edge companies with new ideas, technologies or
methods of doing business. Its investment manager seeks companies it believes
have the potential to change the direction or dynamics of the industries in
which they operate or significantly influence the way businesses or consumers
conduct their affairs.
The Fund's investment manager generally looks for companies:
o In business sectors characterized by rapid change, regardless of the
company's size
o With favorable long-term growth potential due to their new or
innovative products or services
o With management and financial strength to fulfill their vision and grow
their business.
The Fund invests in common stocks, both domestic and foreign, and other
securities with equity features, such as convertible securities and preferred
stocks. Due to the Fund's focus on companies with the characteristics described
above, the Fund generally is weighted toward small market capitalization
companies, although it is free to invest in companies with larger market
capitalizations as well. 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 may actively trade the portfolio in pursuit of the Fund's goal.
[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.
Given the Fund's weighting toward small companies in rapidly changing
industries, its share price may fluctuate more than that of funds invested in
larger companies or more stable industries. Small companies may pose greater
risk due to narrow product lines, limited financial resources, less depth in
management or a limited trading market for their stocks. In addition, products
and services in rapidly changing industries may be subject to intense
competition and rapid obsolescence and may require regulatory approvals prior to
their use. The Fund's investments are often focused in a small number of
business sectors. In addition, the Fund's active trading will cause the Fund to
have an increased portfolio turnover rate. Higher turnover rates may result in
higher brokerage costs to the Fund and in higher net taxable gains for you as an
investor.
See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.
<PAGE> 7
[icon-profile of head with scrolled paper in background]
THE FUND'S PAST PERFORMANCE
Since the Fund did not become available until May 1, 2000, it has no past
performance.
[icon-two coins]
FUND EXPENSES
<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) load,
The Fund does not impose any sales load,
redemption or exchange fees. Management Fee(1) .85%
However, you do bear indirectly Annual Other Expenses(2) 2.10%
Fund Operating Expenses, which vary TOTAL ANNUAL FUND OPERATING EXPENSES 2.95%
from year to year. FEE WAIVER AND REIMBURSEMENT(3) (1.80)%
NET EXPENSES 1.15%
</TABLE>
1. Investment advisory fees are charged to the Fund at the following rates of
average daily net assets: 0.85% of the first $500 million; 0.80% on the next
$500 million and 0.75% in excess of $1 billion.
2. Based on estimates for the Fund's first full year of operations.
3. 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:
o $10,000 initial investment
o 5% total return for each year
o Fund operating expenses remain the same for each period
o Redemption after the end of each period
Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:
<TABLE>
<CAPTION>
Years $
- ---------------------
<S> <C>
One 117
Three 365
</TABLE>
<PAGE> 8
BERGER IPT - SMALL COMPANY GROWTH FUND
THE FUND'S GOAL AND PRINCIPAL INVESTMENT STRATEGIES
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.
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:
o A proprietary technology, product or service that may enable the
company to be a market share leader
o Strong entrepreneurial management with clearly defined strategies for
growth
o 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. The Fund's
investement manager may actively trade the portfolio in pursuit of the Fund's
goal.
[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. 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. In
addition, the Fund's active trading will cause the Fund to have an increased
portfolio turnover rate. 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> 9
[icon-profile of head with scrolled paper in background]
THE FUND'S PAST PERFORMANCE
The information below shows the Fund's performance since it began operations
through December 31, 1999. 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 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 1999
<S> <C> <C> <C>
90% 91.45%
80%
70%
60%
50%
40%
30%
20% 21.21%
10%
0% 1.87%
</TABLE>
Best quarter: 12/31/99 55.28%
Worst quarter: 9/30/98 (26.82)%
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.
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
1 Year 3 year Life of the Fund
(May 1, 1996)
<S> <C> <C> <C>
The Fund 91.45% 33.21% 26.24%
Russell 2000 21.26% 13.08% 13.64%
</TABLE>
<PAGE> 10
[icon-two coins]
FUND EXPENSES
<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES
The Fund does not impose any sales load, (deducted directly from the Fund) load,
redemption or exchange fees.
However, you do bear indirectly Annual Management Fee(1) .85%
Fund Operating Expenses, which vary Other Expenses(2) .64%
from year to year. TOTAL ANNUAL FUND OPERATING EXPENSES 1.49%
FEE WAIVER AND REIMBURSEMENT(3) (.34)%
NET EXPENSES 1.15%
</TABLE>
1. Effective October 1, 1999, the investment advisory fee charged to the Fund
was reduced to the following rates of average daily net assets: 0.85% of the
first $500 million; 0.80% of the next $500 million and 0.75% in excess of $1
billion. The amount shown reflects the restated advisory fees.
2. Effective October 1, 1999, Berger LLC eliminated the administrative fee
charged to the Fund. The fee amount shown reflects the restated expenses.
3. Under a written contract, the Fund's investment advisor waives its fee and
reimburses the Fund to the extent that, at any time during the life of the Fund,
the Fund's annual operating expenses exceed 1.15%. The contract may not be
terminated or amended except by a vote of the Fund's Board of Trustees.
UNDERSTANDING EXPENSES
Annual Fund operating expenses are paid by the Fund. As a result, they reduce
the Fund's return. Fund expenses include management fees and administrative
costs such as recordkeeping and reports and custodian and pricing services. They
do not include any charges or expenses deducted by your variable insurance
contract or retirement plan. Refer to your variable contract prospectus or
retirement plan documents for an explanation of those charges and expenses.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund to the
cost of investing in other mutual funds by showing what your costs may be over
time. It uses the same assumptions that other funds use in their prospectuses:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same for each period
- - Redemption after the end of each period
Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:
<TABLE>
<CAPTION>
Years $
- -----------------------------------
<S> <C>
One 117
Three 365
Five 633
Ten 1,398
</TABLE>
<PAGE> 11
BERGER IPT - GROWTH FUND
[icon-profile of head with mountain peak in background]
THE FUND'S GOAL AND PRINCIPAL INVESTMENT STRATEGIES
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 growth.
Stock selection by the Fund's investment manager focuses on companies believed
to have strong growth potential regardless of the company's size.
The Fund's investment manager generally looks for companies with:
o Opportunities for rapid revenue and earnings growth
o Large market potential for their products and services
o Strong, capable management teams that have the vision necessary to
increase their market share in growing industries.
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 may actively trade
the portfolio in pursuit of the Fund's goal.
[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
equity investing and intend to make a long-term investment commitment. Like all
managed funds, there is a risk that the investment manager's strategy for
managing the Fund may not achieve the desired results. In addition, the price of
common stock moves up and down in response to corporate earnings and
developments, economic and market conditions and anticipated events. As a
result, the price of the Fund's investments may go down and you could lose money
on your investment.
The Fund's investments may focus in a small number of business sectors. In
addition, the Fund's active trading will cause the Fund to have an increased
portfolio turnover rate. 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> 12
[icon-profile of head with scrolled paper in background]
THE FUND'S PAST PERFORMANCE
The information below shows the Fund's performance since it began operations
through December 31, 1999. 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 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 1999
<S> <C> <C> <C>
40% 49.13%
30%
20%
10% 13.76% 16.29%
0%
(10)%
</TABLE>
Best quarter: 12/31/99 42.08%
Worst quarter: 9/30/98 (19.09)%
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.
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
1 Year 3 year Life of the Fund
(May 1, 1996)
<S> <C> <C> <C>
The Fund 49.13% 25.42% 21.60%
S&P 500 21.03% 27.56% 26.75%
</TABLE>
<PAGE> 13
[icon-two coins]
FUND EXPENSES
<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES
The Fund does not impose any sales (deducted directly from the Fund)
load, redemption or exchange fees.
However, you do bear indirectly Management Fee(1) .75%
Annual Fund Operating Expenses, which Other Expenses(2) 1.43%
vary from year to year. TOTAL ANNUAL FUND OPERATING EXPENSES 2.18%
FEE WAIVER AND REIMBURSEMENT(3) (1.18)%
NET EXPENSES 1.00%
</TABLE>
1. Effective October 1, 1999, the investment advisory fee charged to the
Fund was reduced to the following rates of average daily net assets;
0.75% of the first $500 million; 0.70% of the next $500 million and
0.65% in excess of $1 billion. The amount shown reflects the restated
advisory fees.
2. Effective October 1, 1999, Berger LLC eliminated the administrative fee
charged to the Fund. The fee amount shown reflects the restated
expenses.
3. 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.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund to the
cost of investing in other mutual funds by showing what your costs may be over
time. It uses the same assumptions that other funds use in their prospectuses:
- - $10,000 initial investment
- - 5% total return for each year
- - Fund operating expenses remain the same for each period
- - Redemption after the end of each period
Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:
<TABLE>
<CAPTION>
Years $
- ----- -----
<S> <C>
One 102
Three 318
Five 552
Ten 1,225
</TABLE>
Page 12
<PAGE> 14
BERGER/BIAM IPT - INTERNATIONAL FUND
[icon-profile of head with mountain peak in background]
THE FUND'S GOAL AND PRINCIPAL INVESTMENT STRATEGIES
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.
The Fund's investment manager first identifies economic and business themes that
it believes provide a favorable framework for selecting stocks. Using
fundamental analysis, the investment manager then selects individual companies
best positioned to take advantage of opportunities presented by these themes.
The Fund's investment manager generally looks for companies with:
o Securities that are fundamentally undervalued relative to their
long-term prospective earnings growth rates, their historic valuation
levels and their competitors
o Business operations predominantly in well-regulated and more stable
foreign markets
o 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 13
<PAGE> 15
[icon-profile of head with scrolled paper in background]
THE FUND'S PAST PERFORMANCE
The information below shows the Fund's performance since it began operations
through December 31, 1999. 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 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>
1998 1999
<S> <C> <C>
30% 31.24%
20%
10% 16.13%
0%
(10)%
</TABLE>
Best quarter: 12/31/99 21.19%
Worst quarter: 9/30/98 (16.53)%
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.
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31,1999
<TABLE>
<CAPTION>
1 Year Life of the Fund
(May 1, 1997)
<S> <C> <C>
The Fund 31.24% 16.17%
EAFE Index 27.30% 18.64%
</TABLE>
Page 14
<PAGE> 16
[icon-two coins]
FUND EXPENSES
<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES
The Fund does not impose any sales (deducted directly from the Fund)
load, redemption or exchange fees.
However, you do bear indirectly Annual Management Fee .90%
Fund Operating Expenses, which vary Other Expenses(1) 1.55%
from year to year. TOTAL ANNUAL FUND OPERATING EXPENSES 2.45%
FEE WAIVER AND REIMBURSEMENT(2) (1.25)%
NET EXPENSES 1.20%
</TABLE>
1. Effective October 1, 1999, BBOI Worldwide LLC eliminated the 0.01%
administrative fee charged to the Fund. The fee amount shown reflects
the restated expenses.
2. 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.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund to the
cost of investing in other mutual funds by showing what your costs may be over
time. It uses the same assumptions that other funds use in their prospectuses:
- $10,000 initial investment
- 5% total return for each year
- Fund operating expenses remain the same for each period
- Redemption after the end of each period
Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:
<TABLE>
<CAPTION>
Years $
- ------------------------------------
<S> <C>
One 122
Three 381
Five 660
Ten 1,455
</TABLE>
Page 15
<PAGE> 17
BERGER IPT - GROWTH AND INCOME FUND
[icon-profile of head with mountain peak in background]
THE FUND'S GOALS AND PRINCIPAL INVESTMENT STRATEGIES
The Fund aims for capital appreciation and has a secondary goal of investing in
securities that produce current income for the portfolio. 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. Security selection focuses on the common stocks, convertible
securities and preferred stocks of companies that have demonstrated a pattern of
growth and stability and are also expected to provide current income. The Fund's
investment manager generally looks for companies with:
o Opportunities for good revenue and earnings growth
o Strong market positions for their products and services
o Strong, seasoned management teams with well-established and clearly
defined strategies.
Common stock of companies with mid-sized to large market capitalizations usually
constitutes a majority of the Fund's investments. The Fund primarily invests in
income producing securities to provide a level of protection from price
volatility that may not be present when income is not a consideration. 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 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 may actively trade the portfolio in
pursuit of the Fund's goal.
[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
equity and fixed-income investing and intend to make a long-term investment
commitment. Like all managed funds, there is a risk that the investment
manager's strategy for managing the Fund may not achieve the desired results. In
addition, the price of common stock moves up and down in response to corporate
earnings and developments, interest rate movements, economic and market
conditions and anticipated events. As a result, the price of the Fund's
investments may go down and you could lose money on your investment.
To the extent the Fund invests in fixed-income securities it takes on different
risks, including movements in interest rates and default on payment of principal
or interest. In addition, the Fund may invest in convertible securities rated
below investment grade. These issuers are less financially secure, and are more
likely to be hurt by interest rate movements. When dividend yields and interest
rates are low, the Fund's income distributions may be reduced or eliminated. In
addition, the Fund's active trading will cause the Fund to have an increased
portfolio turnover rate. 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 16
<PAGE> 18
[icon-profile of head with scrolled paper in background]
THE FUND'S PAST PERFORMANCE
The information below shows the Fund's performance since it began operations
through December 31, 1999. 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 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 1999
<S> <C> <C> <C>
50% 59.05%
40%
30%
20% 24.99% 25.03%
10%
0%
</TABLE>
Best quarter: 12/31/99 39.65%
Worst quarter: 9/30/98 (7.45)%
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.
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
1 Year 3 year Life of the Fund
(May 1, 1996)
<S> <C> <C> <C>
The Fund 59.05% 35.46% 31.98%
S&P 500 21.03% 27.56% 26.75%
</TABLE>
Page 17
<PAGE> 19
[icon-two coins]
FUND EXPENSES
<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES
The Fund does not impose any sales load, (Deducted directly from the Fund)
redemption or exchange fees. However,
you do bear indirectly Annual Fund Management fee(1) .75%
Operating Expenses, which vary from year Other expenses(2) .43%
to year. TOTAL ANNUAL FUND OPERATING EXPENSES 1.18%
Fee Waiver and Reimbursement(3) (.18)%
NET EXPENSES 1.00%
</TABLE>
1. Effective October 1, 1999, the investment advisory fee charged to the
Fund was reduced to the following rates of average daily net assets;
0.75% of the first $500 million; 0.70% of the next $500 million and
0.65% in excess of $1 billion. The amount shown reflects the restated
advisory fees.
2. Effective October 1, 1999, Berger LLC eliminated the administrative fee
charged to the Fund. The fee amount shown reflects the restated
expenses.
3. 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.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund to the
cost of investing in other mutual funds by showing what your costs may be over
time. It uses the same assumptions that other funds use in their prospectuses:
- $10,000 initial investment
- 5% total return for each year
- Fund operating expenses remain the same for each period
- Redemption after the end of each period
Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:
<TABLE>
<CAPTION>
Years $
- ------------------------------------
<S> <C>
One 102
Three 318
Five 552
Ten 1,225
</TABLE>
Page 18
<PAGE> 20
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.
Like all mutual funds, 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.
o 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.
33-1/3A Use of a security or technique is permitted, but subject to a
restriction of up to 33-1/3% 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 19
<PAGE> 21
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS
RISK AND INVESTMENT TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
BERGER IPT - BERGER /BIAM
NEW GENERATION BERGER IPT - BERGER IPT - IPT - BERGER IPT -
FUND SMALL COMPANY GROWTH FUND INTERNATIONAL GROWTH AND
GROWTH FUND FUND INCOME FUND
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DIVERSIFICATION o o o o o
- ------------------------------------------------------------------------------------------------------------------------------------
SMALL AND MID-SIZED COMPANY SECURITIES [Y] [Y] Y Y Y
Market, liquidity and information risk
- ------------------------------------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES Y Y Y [Y] Y
Market, currency, transaction, liquidity,
information and political risk
- ------------------------------------------------------------------------------------------------------------------------------------
SECTOR FOCUS [Y] [Y] [Y] [Y] Y
Market and liquidity risk
- ------------------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE SECURITIES (1) Y Y Y Y [Y]
Market, interest rate, prepayment and
credit risk
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT GRADE BONDS (NONCONVERTIBLE) Y Y Y Y Y
Interest rate, market, call, and credit
risk
- ------------------------------------------------------------------------------------------------------------------------------------
COMPANIES WITH LIMITED OPERATING HISTORIES Y Y 5Ao Y 5Ao
Market, liquidity and information risk
- ------------------------------------------------------------------------------------------------------------------------------------
ILLIQUID AND RESTRICTED SECURITIES 15 15 15 15 15
Market, liquidity and transaction risk
- ------------------------------------------------------------------------------------------------------------------------------------
SPECIAL SITUATIONS Y Y Y Y Y
Market and information risk
- ------------------------------------------------------------------------------------------------------------------------------------
INITIAL PUBLIC OFFERINGS (IPOS) Y Y Y Y Y
Market, liquidity and information risk
- ------------------------------------------------------------------------------------------------------------------------------------
TEMPORARY DEFENSIVE MEASURES Y Y Y N Y
Opportunity risk
- ------------------------------------------------------------------------------------------------------------------------------------
LENDING PORTFOLIO SECURITIES 33 1/3A 33 1/3A 33 1/3A 33 1/3A 33 1/3A
Credit risk
- ------------------------------------------------------------------------------------------------------------------------------------
BORROWING 25Ao 25Ao 5Ao 25Ao 5Ao
Leverage risk
- ------------------------------------------------------------------------------------------------------------------------------------
HEDGING STRATEGIES
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCIAL FUTURES (2) 5 5 5 N 5
Hedging, correlation, opportunity and
leverage risk
- ------------------------------------------------------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS(2) Y Y Y [Y] Y
Hedging, credit, correlation, opportunity
and leverage risk
- ------------------------------------------------------------------------------------------------------------------------------------
OPTIONS (2) 5 5 5 N 5
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
Hedging, credit, correlation and leverage
risk
- ------------------------------------------------------------------------------------------------------------------------------------
WRITING (SELLING) COVERED CALL OPTIONS (2) 25A 25A 25A N 25A
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
Opportunity, credit and leverage risk
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 20
<PAGE> 22
- -------------------------------------------------------------------------------
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.
CALL RISK is the possibility that an issuer may redeem or "call" a fixed-income
security before maturity at a price below its current market price. An increased
likelihood of a call may reduce the security's price.
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 contract 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 values 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 at a predetermined price.
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 at a predetermined price.
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 do not include liquid Rule
144A securities.
INFORMATION RISK means that information about a security or issuer might not be
available, complete, accurate or comparable.
INITIAL PUBLIC OFFERING (IPO) is the sale of a company's securities to the
public for the first time. IPO companies can be small and have limited operating
histories. The price of IPO securities can be highly unstable due to prevailing
market psychology and the small number of shares available. In addition, the
quality and
Page 21
<PAGE> 23
number of IPOs available for purchase may diminish in the future, and their
contribution to Fund performance may be less significant as a Fund grows in
size.
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.
LENDING PORTFOLIO SECURITIES to qualified financial institutions is undertaken
in order to earn income. The Funds lend securities only on a fully
collateralized.
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 at 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.
PREPAYMENT RISK is the risk that, as interest rates fall, borrowers are more
likely to refinance their debts. As a result, the principal on certain
fixed-income securities may be paid earlier than expected, which could cause
investment losses and cause prepaid amounts to have to be reinvested at a
relatively lower interest rate.
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 "The Fund's Goal and 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 22
<PAGE> 24
BUYING AND SELLING (REDEEMING) 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 in good order and accepted 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 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 23
<PAGE> 25
OTHER INFORMATION
DATE-RELATED INFORMATION
Mutual funds and businesses around the world could be adversely affected if
computers do not properly process date-related information. 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:
o Capital gains from the sale of portfolio securities held by a Fund.
o Net investment income from interest or dividends received on securities held
by a Fund.
Distributions made by the Funds will normally be capital gains. The Berger IPT -
Growth and Income Fund normally will also distribute net investment income. The
other Funds generally will not distribute net investment income, although any
net investment income that is generated as a by-product of managing their
portfolios will be distributed.
Each of the Funds intends to declare dividends representing the Fund's net
investment income annually, normally in December. It is also the present policy
of each Fund to distribute annually all of its net realized capital gains.
All distributions are reinvested automatically in Fund shares unless an election
is made on behalf of a variable contract account or retirement plan to receive
distributions in cash.
As a variable insurance contract owner or retirement plan participant, you
typically would not owe taxes on any distributions of income or capital gains
made by the Funds that are attributed to your account. You may owe taxes if you
make a withdrawal from your account, however, depending on the applicable tax
laws. You should refer to the appropriate variable contract account prospectus
or plan documents for further information on the Federal income tax treatment of
the owners of variable insurance contracts and qualified plan participants.
Page 24
<PAGE> 26
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 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.
Effective October 1, 1999, the advisory fee for certain Funds was reduced and
the administrative fee charged to these Funds was eliminated. These fee
reductions are reflected earlier in this prospectus in the expense information
for each Fund.
BERGER LLC (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 LLC has been in the investment
advisory business for 25 years. When acting as investment advisor, Berger LLC is
responsible for managing the investment operations of the Funds. Berger LLC 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 LLC 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. BBOI also provides administrative services to the Berger/BIAM
IPT-International Fund.
Berger LLC and BIAM entered into an agreement to dissolve BBOI Worldwide. The
dissolution of BBOI will have no effect on the investment advisory services
provided to the Fund or on the fees borne by the Fund for advisory services.
Contingent upon shareholder approval, when BBOI Worldwide is dissolved, Berger
LLC will become the Fund's advisor and BIAM will continue to be responsible for
day-to-day management of the Fund's portfolio as sub-advisor. If approved by
shareholders, these advisory changes are expected to take place in the first
half of this year.
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. As sub-advisor, BIAM
provides day-to-day management of the investment operations of the Berger/BIAM
IPT - International Fund.
Page 25
<PAGE> 27
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
FUND ADVISORY FEE THE FUND'S INVESTMENT MANAGER
PAID BY THE FUND
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
-------------------------------------------------------------------------------------------------------------------------
BERGER IPT - NEW N/A(1) MARK S. SUNDERHUSE, Senior Vice President of Berger LLC. Mr.
GENERATION FUND Sunderhuse joined Berger LLC in January 1998 and assumed
management of the Fund at its inception in May 2000. Mr.
Sunderhuse is also the investment manager of the Berger New
Generation Fund, co-manager of the Berger Select Fund and interim
co-manager of the Berger Balanced Fund. Mr. Sunderhuse has more
than eleven years of experience in the investment management
industry.
-------------------------------------------------------------------------------------------------------------------------
BERGER IPT - SMALL 0.88% paid to Berger AMY K. SELNER, Vice President of Berger LLC. Ms. Selner joined
COMPANY GROWTH FUND LLC(2) Berger LLC 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 and Berger Mid Cap Growth Fund, co-manager of the Berger
Select Fund and interim co-manager of the Berger Balanced Fund.
Ms. Selner has more than eight years of experience in the
investment industry.
-------------------------------------------------------------------------------------------------------------------------
BERGER IPT - GROWTH FUND 0.75% paid to Berger TINO SELLITTO, Vice President of Berger LLC. Mr. Sellitto
LLC(2) joined Berger as a senior equity analyst in January 1998 and
assumed management of the Fund in November 1998. Mr. Sellitto is
also the investment manager of the Berger Growth and Income Fund
and Berger Growth Fund, co-manager of the Berger Select Fund and
interim co-manager of the Berger Balanced Fund. Mr. Sellitto has
more than 5 years of experience in the investment industry.
-------------------------------------------------------------------------------------------------------------------------
BERGER/BIAM IPT - 0.90% paid to BIAM, using a team approach, has been the investment manager for
INTERNATIONAL FUND BBOI Worldwide(3) the Fund since its inception in 1997. BIAM is the sub-advisor to
the Fund and is part of Bank of Ireland's asset management group,
established in 1966. BIAM is also the investment manager for the
Berger/BIAM International Portfolio. Most of the team of investment
professionals have been with the group for at least ten years.
-------------------------------------------------------------------------------------------------------------------------
BERGER IPT - GROWTH AND 0.75% paid to Berger TINO SELLITTO - (see Berger IPT - Growth Fund).
INCOME FUND LLC(2)
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. The Berger IPT - New Generation Fund did not commence operations until May
2000.
2. For the year ended December 31, 1999, the advisory fee paid to Berger LLC,
after waiver, was $74,732, $0 and $81,624, respectively.
3. For the year ended December 31, 1999, the advisor waived its entire advisory
fee as part of its agreement to limit Fund expenses by Berger IPT-Small Company
Growth Fund, Berger IPT-Growth Fund and Berger IPT-Growth and Income Fund.
PAST PERFORMANCE OF SIMILAR FUNDS
Each Fund's investment manager also acts as the investment manager for a
corresponding retail Berger Fund, which has the same investment objective and
substantially the same investment
Page 26
<PAGE> 28
strategies and policies as the Fund. Set out below is performance information
for each Fund and/or its corresponding retail Berger Fund. This information is
provided so you can consider the performance history of the Funds' investment
managers with funds substantially similar to the Funds.
You should not consider the performance information for the corresponding retail
Berger Funds as a substitute for the performance of the Funds, nor as an
indication of the past or future performance of the Funds.
Despite their similarity, there are differences between the Funds and their
corresponding retail Berger Funds, and their performance is expected to differ.
The following should be noted in considering the performance information below:
o 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.
o The performance information below for the Berger IPT - Small Company
Growth Fund, Berger IPT - Growth Fund, Berger/BIAM IPT - International
Fund and Berger IPT - Growth and Income Fund each reflect fee waivers
and expense reimbursements by the Funds' advisor, without which
performance would be lower.
o 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.
AVERAGE ANNUAL TOTAL RETURNS OF THE FUNDS AND SIMILAR FUNDS
(AS OF DECEMBER 31, 1999)
<TABLE>
<CAPTION>
====================================================================================================================
Berger New Generation Fund (1)
--------------------------------------------------------------------------------------------------------------------
<S> <C>
1-year 144.20% (2)(3)
--------------------------------------------------------------------------------------------------------------------
Since Inception of the Berger New Generation Fund (3/29/96) 47.50%
====================================================================================================================
</TABLE>
(1) The Berger IPT - New Generation Fund is newly organized and does not have a
performance history of its own.
(2) As of December 31, 1999, the retail Berger New Generation Fund had assets of
approximately $621,000,000.
(3) IPOs constituted a significant portion of the performance of the Berger New
Generation Fund during the last year. However, there can be no assurance that
IPOs will continue to have such a significant impact if the quality or number of
available IPOs diminishes or if the fund grows in size and IPOs become an
insignificant part of the fund's total portfolio.
<TABLE>
<S> <C> <C>
==============================================================================================================================
Berger IPT - Berger
Small Company Small Company
Growth Fund Growth Fund (1)
------------------------------------------------------------------------------------------------------------------------------
1-year 91.45% 104.39%
------------------------------------------------------------------------------------------------------------------------------
Since Inception of the Berger IPT -Small Company Growth Fund (5/1/96) 26.24% 27.16%
------------------------------------------------------------------------------------------------------------------------------
5-year N/A 30.79%
------------------------------------------------------------------------------------------------------------------------------
Since Inception of the Berger Small Company Growth Fund (12/30/93) N/A 27.78%
==============================================================================================================================
</TABLE>
(1) As of December 31, 1999, the retail Berger Small Company Growth Fund had
assets of approximately $ 670,186,086.86.
Page 27
<PAGE> 29
<TABLE>
<CAPTION>
==============================================================================================================================
BERGER IPT - GROWTH Berger Growth Fund(1)
FUND
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1-year 49.13% 52.28%
------------------------------------------------------------------------------------------------------------------------------
Since Inception of the Berger IPT -Growth Fund (5/1/96) 21.60% 21.86%
------------------------------------------------------------------------------------------------------------------------------
5-year N/A 22.64%
------------------------------------------------------------------------------------------------------------------------------
10-year N/A 19.76%(2)
------------------------------------------------------------------------------------------------------------------------------
Since Inception of the Berger Growth Fund (9/30/74)(3) N/A 16.35%(2)
==============================================================================================================================
</TABLE>
(1) As of December 31, 1999, the retail Berger 100 Fund had assets of
approximately $1,816,330,000.
(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 LLC
assuming the duties as the investment advisor for the Fund.
<TABLE>
<CAPTION>
==============================================================================================================================
Berger/BIAM Berger/BIAM
IPT - International
International Fund(1)(2)
Fund
------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1-year 31.24% 30.90%
------------------------------------------------------------------------------------------------------------------------------
Since Inception of the Berger/BIAM IPT - International Fund (5/1/97) 16.17% 17.78%
------------------------------------------------------------------------------------------------------------------------------
5-year N/A 16.86%
------------------------------------------------------------------------------------------------------------------------------
10-year N/A 12.60%
------------------------------------------------------------------------------------------------------------------------------
Since Inception of the Berger/BIAM International Fund (7/31/89) N/A 14.21%
==============================================================================================================================
</TABLE>
(1) As of December 31, 1999, the retail Berger/BIAM International Fund had
assets of approximately $25,487,000.
(2) Predecessor Performance: 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 28
<PAGE> 30
<TABLE>
<CAPTION>
===============================================================================================================================
Berger IPT - Berger
Growth and Income Growth and Income
Fund Fund(1)
-------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1-year 59.05% 61.32%
-------------------------------------------------------------------------------------------------------------------------------
Since Inception of the Berger IPT - Growth and Income Fund (5/1/96) 31.98% 30.39%
-------------------------------------------------------------------------------------------------------------------------------
5-year N/A 28.28%
-------------------------------------------------------------------------------------------------------------------------------
10-year N/A 19.74%(2)
-------------------------------------------------------------------------------------------------------------------------------
Since Inception of the Berger Growth and Income Fund (9/30/74)(3) N/A 15.99%(2)
===============================================================================================================================
</TABLE>
(1) As of December 31, 1999, the retail Berger Growth and Income Fund had assets
of approximately $557,351,000.
(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 LLC
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. The portfolio turnover rate for each Fund
then in existence 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 report is included
in the Funds' annual report, which is available without charge upon request.
BERGER IPT - NEW GENERATION FUND
Since the Berger IPT - New Generation Fund was not established until May 1,
2000, no financial highlights are shown for that Fund.
Page 29
<PAGE> 31
BERGER IPT - SMALL COMPANY GROWTH FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
Period Ended
Year Ended December 31, December 31,
1999 1998 1997 1996(1)
------------ ------------ ------------ ------------
<S> <C> <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 30
<PAGE> 32
BERGER IPT - GROWTH FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
Period Ended
Year Ended December 31, December 31,
1999 1998 1997 1996(1)
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period .................... $ _______ $ 11.11 $ 10.39 $ 10.00
------------- ------------- ------------- -------------
From investment operations:
Net investment income (loss) ............................
0.02 0.01 0.03
Net realized and unrealized gains (losses) from
investments ...................................... 1.79 1.39 0.36
------------- ------------- ------------- -------------
Total from investment operations ........................
1.81 1.40 0.39
------------- ------------- ------------- -------------
Less dividends and distributions:
Dividends (from net investment income) ............. (0.02) (0.04) --
Distributions (from capital gains) ...................... -- (0.64) --
Distributions (in excess of capital gains) .............. (0.01) -- --
------------- ------------- ------------- -------------
Total dividends and distributions ....................... (0.03) (0.68) --
------------- ------------- ------------- -------------
Net asset value, end of period .......................... $ _______ $ 12.89 $ 11.11 $ 10.39
============= ============= ============= =============
Total Return(2) ......................................... 16.29% 13.76% 3.90%
============= ============= ============= =============
Ratios/Supplemental Data:
Net assets, end of period ............................... $ _______ $ 3,710,109 $ 1,233,892 $ 331,296
Net expense ratio to average net assets(3) .............. 1.00% 1.00%(5) 1.00%(4)(5)
Ratio of net income (loss) to average net assets ........ 0.29% 0.51% 0.50%(4)
Gross expense ratio to average net assets ............... 2.88% 9.18% 7.69%(4)
Portfolio turnover rate ................................. 258% 246% 56%
</TABLE>
1. For the period May 1, 1996 (commencement of operations) to December 31,
1996.
2. Total return not annualized for periods of less than one full year.
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 31
<PAGE> 33
BERGER/BIAM IPT - INTERNATIONAL FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
Period Ended
Year Ended December 31, December 31,
1999 1998 1997(1)
------------- ------------- -------------
<S> <C> <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 32
<PAGE> 34
BERGER IPT - GROWTH AND INCOME FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
Period Ended
Year Ended December 31, December 31,
1999 1998 1997 1996(1)
-------- ----------- ------------- -------------
<S> <C> <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)(6) (0.10) --
Distributions (from capital gains) ............................ -- (0.39) --
Distributions (in excess of capital gains) .................... -- (0.02) --
-------- ----------- ------------- -------------
Total dividends and distributions ............................. (0.11) (0.51) --
-------- ----------- ------------- -------------
Net asset value, end of period ................................ $ $ 16.63 $ 13.39 $ 11.14
======== =========== ============= =============
Total Return(2) ............................................... 25.03% 24.99% 11.40%
======== =========== ============= =============
Ratios/Supplemental Data:
Net assets, end of period ..................................... $ $ 9,084,022 $ 1,501,118 $ 344,373
--------
Net expense ratio to average net assets(3) .................... 1.00% 1.00%(5) 1.00%(4)(5)
--------
Ratio of net income (loss) to average net assets .............. 1.10% 1.39% 1.80%(4)
--------
Gross expense ratio to average net assets ..................... 1.99% 9.62% 7.70%(4)
--------
Portfolio turnover rate ....................................... 426% 215% 60%
--------
</TABLE>
1. For the period May 1, 1996 (commencement of operations) to December 31,
1996.
2. Total return not annualized for periods of less than one full year.
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.
6. Distributions in excess of net investment income for the year ended
December 31, 1998, amounted to less than $0.01 on a per share basis.
Page 33
<PAGE> 35
[BACK COVER]
[LOGO]
BERGER(R)
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:
Berger Funds
P.O. Box 5005
Denver, CO 80217
1-800-259-2820
Text-only versions of Fund documents can be viewed online or downloaded from the
EDGAR database on the SEC's web site at 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 1-202-942-8090. Copies of documents may also be obtained, after
paying a duplicating fee, by sending your request to the following e-mail
address: [email protected], or by writing to the SEC's Public Reference
Section, Washington, DC 20549-6009.
INVESTMENT COMPANY ACT FILE NUMBERS:
Berger Institutional Products Trust 811-07367
Berger IPT - New Generation Fund
Berger IPT - Small Company Growth Fund
Berger IPT - Growth Fund
Berger/BIAM IPT - International Fund
Berger IPT - Growth and Income Fund
Page 34
<PAGE> 36
BERGER IPT - NEW GENERATION FUND
BERGER IPT - SMALL COMPANY GROWTH FUND
BERGER IPT - GROWTH 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, 2000, 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 1-800-259-2820. 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.
MAY 1, 2000
<PAGE> 37
TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
SECTION PAGE CROSS-REFERENCES TO
NO. RELATED DISCLOSURES
IN PROSPECTUS
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Introduction 1 Contents
- ------------------------------------------------------------------------------------------------------------------------
1. Investment Strategies and Risks of the Funds 1 Berger IPT Funds;
Investment Techniques, Securities and
Associated Risks
- ------------------------------------------------------------------------------------------------------------------------
2. Investment Restrictions 13 Berger IPT Funds;
Investment Techniques, Securities and
Associated Risks
- ------------------------------------------------------------------------------------------------------------------------
3. Management of the Funds 18 Organization of the Funds
- ------------------------------------------------------------------------------------------------------------------------
4. Investment Advisors and Sub-Advisor 22 Organization of the Funds
- ------------------------------------------------------------------------------------------------------------------------
5. Expenses of the Funds 25 Berger IPT Funds;
Organization of the Funds; Financial
Highlights for the Funds
- ------------------------------------------------------------------------------------------------------------------------
6. Brokerage Policy 28 Organization of the Funds
- ------------------------------------------------------------------------------------------------------------------------
7. How To Purchase and Redeem Shares In the Funds 31 Buying and Selling (Redeeming) Shares
- ------------------------------------------------------------------------------------------------------------------------
8. Suspension of Redemption Rights 31 Buying and Selling (Redeeming) Shares
- ------------------------------------------------------------------------------------------------------------------------
9. How the Net Asset Value is Determined 31 Fund Share Price
- ------------------------------------------------------------------------------------------------------------------------
10. Income Dividends, Capital Gains Distributions and Tax 32 Distributions and Taxes
Treatment
- ------------------------------------------------------------------------------------------------------------------------
11. Performance Information 32 Berger IPT Fund; Financial Highlights for the
Funds
- ------------------------------------------------------------------------------------------------------------------------
12. Additional Information 34 Other Information
- ------------------------------------------------------------------------------------------------------------------------
Financial Statements 38 Financial Highlights for the Funds
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 38
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 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.
-1-
<PAGE> 39
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 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.
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
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<PAGE> 40
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.
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
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<PAGE> 41
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 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.
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<PAGE> 42
Although a Fund will 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 will be available to the Fund
immediately upon closing out the futures position.
The acquisition or sale of a futures contract may occur, for
example, when a Fund is considering purchasing or holds equity securities and
seeks to protect itself from fluctuations in prices without buying or selling
those securities. For example, if prices were expected to decrease, the Fund
might sell equity index futures contracts, thereby hoping to offset a potential
decline in the value of equity securities in the portfolio by a corresponding
increase in the value of the futures contract position held by the Fund and
thereby preventing the Fund's net asset value from declining as much as it
otherwise would have. A Fund also could protect against potential price declines
by selling portfolio securities and investing in money market instruments.
However, the use of futures contracts as a hedging technique allows 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.
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<PAGE> 43
Futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments closely correlate
with a Fund's investments. Futures prices are affected by such factors as
current and anticipated short-term interest rates, changes in volatility of the
underlying instruments and the time remaining until expiration of the contract.
Those factors may affect securities prices differently from futures prices.
Imperfect correlations between a Fund's investments and its futures positions
may also result from differing levels of demand in the futures markets and the
securities markets, from structural differences in how futures and securities
are traded, and from imposition of daily price fluctuation limits for futures
contracts. A Fund may buy or sell futures contracts with a 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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<PAGE> 44
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.
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,
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<PAGE> 45
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 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
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<PAGE> 46
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.
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
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<PAGE> 47
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 - Growth 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.
Investors in IPOs can be adversely affected by substantial
dilution in the value of their shares, by sales of additional shares and by
concentration of control in existing management and principal shareholders. In
addition, all of the factors that affect stock market performance may have a
greater impact on the shares of IPO companies.
The price of a company's securities may be highly unstable at
the time of its IPO and for a period thereafter due to market psychology
prevailing at the time of the IPO, the absence of a prior public market, the
small number of shares available and limited availability of investor
information. As a result of this or other factors, 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 and greater
transaction costs to the Fund. In addition, IPO securities may be subject to
varying patterns of trading volume and may, at times, be difficult to sell
without an unfavorable impact on prevailing prices.
The effect of an IPO investment can have a magnified impact on
a Fund's performance when the Fund's asset base is small. Consequently, IPOs may
constitute a significant portion of a Fund's returns particularly when the Fund
is small. Since the number of securities issued in an IPO is limited, it is
likely that IPO securities will represent a smaller component of a Fund's assets
as it increases in size, and therefore have a more limited effect on the Fund's
performance.
There can be no assurance that IPOs will continue to be
available for any of the Funds to purchase. The number or quality of IPOs
available for purchase by a Fund may vary, decrease or entirely disappear. In
some cases, a Fund may not be able to purchase IPOs at the offering price, but
may have to purchase the shares in the aftermarket at a price greatly exceeding
the offering price, making it more difficult for the Fund to realize a profit.
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 LLC, 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. As a result,
any Fund (such as
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<PAGE> 48
the Berger IPT - Growth Fund) whose assets, or whose corresponding retail
assets, are very large is not likely to participate in the allocation of many
IPOs.
ZEROS/STRIPS. The Berger IPT - Growth 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.
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.
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<PAGE> 49
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 net assets
would be invested in such repurchase agreements and other illiquid securities.
These transactions must be fully collateralized at all times
by debt securities (generally a security issued or guaranteed by the U.S.
Government or an agency thereof, a banker's acceptance or a certificate of
deposit), but involve certain risks, such as credit risk to a Fund if the other
party defaults on its obligation and the Fund is delayed or prevented from
liquidating the collateral. For example, if the other party to the agreement
defaults on its obligation to repurchase the underlying security at a time when
the value of the security has declined, a Fund may incur a loss upon disposition
of the security. If the other party to the agreement becomes insolvent and
subject to liquidation or reorganization under the Bankruptcy Code or other
laws, a court may determine that the underlying security is collateral for a
loan by a Fund not within the control of the Fund and therefore the realization
by the Fund on such collateral may automatically be stayed and delayed. Further,
it is possible that a Fund may not be able to substantiate its interest in the
underlying security and may be deemed an unsecured creditor of the other party
to the agreement. The Funds expect that these risks can be controlled through
careful monitoring procedures.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Each Fund may
purchase and sell securities on a when-issued or delayed delivery basis.
However, none of the Funds currently intends to purchase or sell securities on a
when-issued or delayed delivery basis, if as a result more than 5% of its total
assets taken at market value at the time of purchase would be invested in such
securities. When-issued or delayed delivery transactions arise when securities
(normally, equity obligations of issuers eligible for investment by a Fund) are
purchased or sold by the Fund with payment and delivery taking place in the
future in order to secure what is considered to be an advantageous price or
yield. However, the yield available on a comparable security when delivery takes
place may vary from the yield on the security at the time that the when-issued
or delayed delivery transaction was entered into. Any failure to consummate a
when-issued or delayed delivery transaction may result in a Fund missing the
opportunity of obtaining a price or yield considered to be advantageous.
When-issued and delayed delivery transactions may generally be expected to
settle within one month from the date the 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
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<PAGE> 50
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 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:
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<PAGE> 51
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
FUND INVESTMENT OBJECTIVE
---------------------------------------------------------------------------------------------------
<S> <C>
Berger IPT - New Generation Fund capital appreciation
---------------------------------------------------------------------------------------------------
Berger IPT - Growth Fund long-term capital appreciation
---------------------------------------------------------------------------------------------------
Berger IPT - Growth and Income Fund primary investment objective: capital
appreciation
secondary investment objective:
investing in securities that product
current income for the portfolio
---------------------------------------------------------------------------------------------------
Berger IPT - Small Company Growth Fund capital appreciation
---------------------------------------------------------------------------------------------------
Berger/BIAM IPT - International Fund long-term capital appreciation
---------------------------------------------------------------------------------------------------
</TABLE>
The investment objective of the Berger IPT - New Generation
Fund, Berger IPT - Growth 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.
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 - NEW GENERATION FUND AND BERGER IPT - SMALL COMPANY GROWTH FUND
The following fundamental restrictions apply to each of the
Berger IPT - New Generation Fund and 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.
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<PAGE> 52
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.
The trustees have adopted additional non-fundamental
investment restrictions for the Berger IPT - New Generation Fund and 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
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<PAGE> 53
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 - GROWTH FUND AND BERGER IPT - GROWTH AND INCOME FUND
The following fundamental restrictions apply to each of the
Berger IPT - Growth 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.
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.
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<PAGE> 54
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 - Growth Fund and the Berger
IPT - Growth and Income Fund. These limitations may be changed by the trustees
without a shareholder vote. The non-fundamental investment restrictions include
the following:
1. Only for the purpose of hedging, the Fund may purchase and
sell financial futures, forward foreign currency exchange contracts and put and
call options, but no more than 5% of the Fund's net assets at the time of
purchase may be invested in initial margins for financial futures transactions
and premiums for options. The Fund may only write call options that are covered
and only up to 25% of the Fund's total assets.
2. The Fund may not purchase or sell securities on a
when-issued or delayed delivery basis, if as a result more than 5% of its total
assets taken at market value at the time of purchase would be invested in such
securities.
3. The Fund may not purchase any security, including any
repurchase agreement maturing in more than seven days, which is not readily
marketable, if more than 15% of the net assets of the Fund, taken at market
value at the time of purchase would be invested in such securities.
4. The Fund may not purchase securities on margin from a
broker or dealer, except that the Fund may obtain such short-term credits as may
be necessary for the clearance of transactions, and may not make short sales of
securities, except that the Fund may make short sales if, at the time of the
short sale, the Fund owns or has the right to acquire an equivalent kind and
amount of the security being sold short at no additional cost (i.e., short sales
"against the box"). This limitation shall not prohibit or restrict the Fund from
entering into futures, forwards and options contracts or from making margin
payments and other deposits in connection therewith.
BERGER/BIAM IPT - INTERNATIONAL FUND
The following fundamental restrictions apply to the
Berger/BIAM IPT - International 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) 25% or more 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
-17-
<PAGE> 55
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 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
-18-
<PAGE> 56
when foreign country investments comprise less than 80% of the Fund's assets, to
three when less than 60% of such assets, to two when less than 40% of such
assets, or to one when less than 20% of such assets. Additionally, no more than
20% of a Fund's assets may be invested in securities of issuers located in any
one foreign country, except that a Fund may have an additional 15% of its assets
in securities of issuers located in any one of the following countries:
Australia, Canada, France, Japan, the United Kingdom or Germany.
3. MANAGEMENT OF THE FUNDS
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, 114A Gallatin Dr., Bozeman, MT 59718, DOB: 1937.
Self-employed as a financial and management consultant, and in real
estate development. From 1993 to June 1999, Dean, and from 1989 to
1993, a member of the Finance faculty of the College of Business,
Montana State University. Formerly (1976-1989), Chairman and Chief
Executive Officer of Royal Gold, Inc. (mining). Chairman of the Board
of Berger Growth 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.
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 Growth 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.
LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, DOB: 1925.
President, Climate Engineering, Inc. (building environmental
systems). Director of Berger Growth 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 Growth 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, an 81%
owned subsidiary of DST Systems, Inc.) 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 Growth Fund and Berger Growth and
Income Fund. Trustee of Berger Investment Portfolio Trust, Berger
Institutional
-19-
<PAGE> 57
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 Growth 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.
* ANTHONY (TINO) R. SELLITTO III, 210 University Boulevard, Suite 900,
Denver, CO 80206, DOB: 1964. Vice President and portfolio manager
since January 2000 of the Berger Growth Fund and Berger IPT-Growth
Fund (co-portfolio manager May 1999 to January 2000), and Vice
President and co-portfolio manager of the Berger Select Fund since
May, 1999. Portfolio manager of the Berger Growth and Income Fund and
the Berger IPT-Growth and Income Fund since November 1998. 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 and co-portfolio manager since May 1999 of the Berger
Select Fund. Interim co-portfolio manager since January 2000 of the
Berger Balanced Fund. Vice President (since December 1997) and senior
research analyst (April 1996 through December 1997) with Berger LLC.
Formerly, Assistant Portfolio Manager and Research Analyst with
INVESCO Trust Company from March 1991 through March 1996.
* MARK S. SUNDERHUSE, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1961. Vice President (since February 1999) and portfolio manager
(since January 1999) of the Berger New Generation Fund. Vice
President and co-portfolio manager since May 1999 of the Berger
Select Fund. Interim co-portfolio manager since January 2000 of the
Berger Balanced Fund. Portfolio manager of the Berger IPT - New
Generation Fund since its inception in May 2000. Senior Vice
President (since January 1998) and portfolio manager (since January
1999) with Berger LLC. Formerly, Senior Vice President and Assistant
Portfolio Manager with Crestone Capital Management, Inc. (from
January 1991 through January 1998); Investment Officer with United
Bank of Denver (from April 1989 through January 1991); and officer
and registered representative with Boettcher & Company, Inc.
(investment banking) (from May 1985 through April 1989).
* JACK R. THOMPSON, 210 University Boulevard, Suite 900, Denver, CO
80206, DOB: 1949. President and a director since May 1999 (Executive
Vice President from February 1999 to May 1999) of Berger Growth Fund
and Berger Growth and Income Fund. President and a trustee since May
1999 (Executive Vice President from February 1999 to May 1999) of
Berger Investment Portfolio Trust, Berger Institutional Products
Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide
Portfolios Trust and Berger Omni Investment Trust. President and
Director since June, 1999 (Executive Vice President from February
1999 to June 1999) of Berger LLC. Audit Committee Member of the
Public Employees' Retirement Association of Colorado (pension plan)
since November 1997. Self-employed as a consultant from July 1995
through February 1999. Director of Wasatch Advisors (investment
management) from February 1997 to February 1999. Director of
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<PAGE> 58
Janus Capital Corporation (investment management) from June 1984
through June 1995, and Executive Vice President of the Corporation
from April 1989 through June 1995. Treasurer of Janus Capital
Corporation from November 1983 through October 1989. Trustee of the
Janus Investment Funds from December 1990 through June 1995, and
Senior Vice President of the Trust from May 1993 through June 1995.
President and a director of Janus Service Corporation (transfer
agent) from January 1987 through June 1995. President and a director
of Fillmore Agency, Inc. (advertising agency), from January 1990
through June 1995. Executive Vice President and a director of Janus
Capital International, Ltd. (investment advisor) from September 1994
through June 1995. President and a director of Janus Distributors,
Inc. (broker/dealer), from May 1991 through June 1995. Director of
IDEX Management, Inc. (investment management), from January 1985
through June 1995. Trustee and Senior Vice President of the of the
Janus Aspen Funds from May 1993 through June 1995.
* JANICE M. TEAGUE, 210 University Boulevard, Suite 900, Denver, CO
80206, DOB: 1954. Vice President and Secretary (since November 1998)
and Assistant Secretary (October 1996 to November 1998) of the Berger
Funds. Vice President (since October 1997), Secretary (since November
1998) and Assistant Secretary (October 1996 through November 1998)
with Berger LLC. Vice President and Secretary with Berger
Distributors LLC, 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 LLC. Chief Financial Officer and
Treasurer (since May 1996), Assistant Secretary (since August 1998)
and Secretary (May 1996 to August 1998) with Berger Distributors LLC
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 LLC. Chief Compliance Officer with
Berger Distributors LLC, since May 1996. Formerly, Compliance 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 LLC.
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
LLC 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, 1999, for
each director or trustee of the Funds and the other Berger Funds:
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<PAGE> 59
<TABLE>
<CAPTION>
==================================================================================================================================
NAME AND POSITION WITH AGGREGATE COMPENSATION FROM
BERGER FUNDS
==================================================================================================================================
Berger Berger Berger Berger/BIAM Berger All
IPT - IPT - IPT - IPT IPT - Berger
New Small Growth -International Growth Funds(1)
Generation Company Fund Fund and
Fund(1) Growth Income
Fund Fund
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Dennis E. Baldwin(2) $ 50 $116 $ 45 $ 55 $128 $ 47,600
- ----------------------------------------------------------------------------------------------------------------------------------
Louis R. Bindner(2) $ 50 $116 $ 45 $ 55 $128 $ 47,600
- ----------------------------------------------------------------------------------------------------------------------------------
Katherine A. Cattanach(2) $ 50 $116 $ 45 $ 55 $128 $ 47,600
- ----------------------------------------------------------------------------------------------------------------------------------
Paul R. Knapp(2) $ 50 $ 96 $ 35 $ 43 $102 $ 47,000
- ----------------------------------------------------------------------------------------------------------------------------------
Jack R. Thompson(2),(3),(4) $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
- ----------------------------------------------------------------------------------------------------------------------------------
Harry T. Lewis(2) $ 50 $116 $ 45 $ 55 $128 $ 47,600
- ----------------------------------------------------------------------------------------------------------------------------------
Michael Owen(2) $ 50 $137 $ 52 $ 64 $150 $ 57,600
- ----------------------------------------------------------------------------------------------------------------------------------
William Sinclaire(2) $ 50 $116 $ 45 $ 55 $128 $ 47,600
==================================================================================================================================
</TABLE>
(1) FOR THE PERIOD COVERED BY THIS TABLE, THE BERGER FUNDS INCLUDED THE BERGER
GROWTH FUND, THE BERGER GROWTH AND INCOME FUND, THE BERGER INVESTMENT PORTFOLIO
TRUST (SEVEN 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).
Amounts shown for the Berger IPT - New Generation Fund are estimates for its
first year of operations. Aggregate amounts did not include the estimated
amounts shown for the Berger IPT - New Generation Fund, which was added as a
series in May 2000. OF THE AGGREGATE AMOUNTS SHOWN FOR EACH DIRECTOR/TRUSTEE,
THE FOLLOWING AMOUNTS WERE DEFERRED UNDER APPLICABLE DEFERRED COMPENSATION
PLANS: DENNIS E. BALDWIN $21,655; LOUIS R. BINDNER $18,397; KATHERINE A.
CATTANACH $47,138; MICHAEL OWEN $ 5,705; WILLIAM SINCLAIRE $47,138.
(2) DIRECTOR OF BERGER GROWTH 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 GROWTH 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 LLC.
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 LLC - INVESTMENT ADVISOR
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<PAGE> 60
Berger LLC ("Berger LLC"), 210 University Boulevard, Suite 900, Denver,
CO 80206, is the investment advisor to all the Funds except the Berger/BIAM IPT
- - International Fund. Berger LLC is responsible for managing the investment
operations of these Funds and the composition of their investment portfolios.
Berger LLC also acts as each Funds' administrator and is responsible for such
functions as monitoring compliance with all applicable federal and state laws.
Berger LLC has been in the investment advisory business for 25
years. It serves as investment advisor or sub-advisor to mutual funds and
institutional investors and had assets under management of approximately $6.1
billion as of December 31, 1999. Berger LLC is a subsidiary of Stilwell
Management Inc. ("Stilwell"), which owns more than 80% of Berger LLC, and is an
indirect subsidiary of Stilwell Financial, Inc. ("Stilwell Financial"), which in
turn 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. Stilwell also owns
approximately 32% 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. DST, in turn, owns 100% of DST Securities, a
registered broker-dealer, which executes portfolio trades for the Funds.
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 LLC 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 LLC 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 LLC's 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 LLC
and BIAM is required for all significant management decisions.
On January 19, 2000, Berger LLC and BIAM entered into an agreement to
dissolve BBOI Worldwide. The dissolution of BBOI will have no effect on the
investment advisory services provided to the Fund or on the fees borne by the
Fund for advisory services. Contingent upon shareholder approval, when BBOI
Worldwide is dissolved, Berger LLC will become the Fund's advisor and BIAM will
continue to be responsible for day-to-day management of the Fund's portfolio as
sub-advisor. If approved by shareholders, these advisory changes are expected to
take place in the first half of this year.
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
$42.9 billion as of December 31, 1999.
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<PAGE> 61
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.
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 an annual rate, calculated as a percentage of the
average daily net assets of the Fund:
The following schedule reflects the advisory fees charged to
the Funds then in existence for the fiscal year ended December 31, 1999:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
FUND ADVISOR INVESTMENT ADVISORY FEE
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Berger IPT - Small Company Growth Fund Berger LLC 0.88%(1)
- ------------------------------------------------------------------------------------------------------------------------
Berger IPT - Growth Fund Berger LLC 0.75% (1)
- ------------------------------------------------------------------------------------------------------------------------
Berger/BIAM IPT - International Fund (2) BBOI Worldwide (2) 0.90% (1)
- ------------------------------------------------------------------------------------------------------------------------
Berger IPT - Growth and Income Fund Berger LLC 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
- - GROWTH 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.
Effective October 1, 1999, the investment advisory fee charged to the Funds then
in existence was reduced according to the following schedule. In addition, the
Berger IPT - New Generation Fund was added as a Fund effective May 1, 2000, at
the rate shown:
<TABLE>
<CAPTION>
Fund Average Daily Net Assets Annual Rate
<S> <C> <C>
Berger IPT - Growth Fund First $500 million .75%
Berger IPT - Growth and Income Fund Next $500 million .70%
Over $1 billion .65%
Berger IPT - New Generation Fund (1) First $500 million .85%
Berger IPT - Small Company Growth Fund Next $500 million .80%
Over $1 billion .75%
</TABLE>
-24-
<PAGE> 62
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 the vote of the Fund's Board of Trustees.
Each Fund's current Investment Advisory Agreement will continue in
effect until the last day of April 2001, 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 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
While investment decisions for the Fund are made independently by the
advisor or sub-advisor, the same investment decision may be made for the Fund
and one or more accounts advised by the advisor or sub-advisor. In this
circumstance, should purchase and sell orders of the same class of security be
in effect on the same day, the orders for such transactions may be combined by
the advisor or sub-advisor in order to seek the best combination of net price
and execution for each. Client orders partially filled will, as a general
matter, be allocated pro rata in proportion to each client's original order,
although exceptions may be made to avoid, among other things, odd lots and de
minimus allocations. Execution prices for a combined order will be averaged so
that each participating client receives the average price paid or received.
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, the advisor or sub-advisor 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.
-25-
<PAGE> 63
RESTRICTIONS ON PERSONAL TRADING
Berger LLC permits its directors, officers and employees to purchase
and sell securities for their own accounts in accordance with a policy regarding
personal investing in Berger LLC's Code of Ethics. The policy 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 LLC's
other advisory clients. Directors and officers of Berger LLC, investment
personnel and other designated persons deemed to have access to current trading
information ("access persons") are required to pre-clear all transactions in
securities not otherwise exempt under the policy. Requests for authority to
trade will be denied pre-clearance when, among other reasons, the proposed
personal transaction would be contrary to the provisions of the policy or would
be deemed to adversely affect any transaction then known to be under
consideration for or currently being effected on behalf of any client account,
including any of the Funds.
In addition to the pre-clearance requirements described above, the
policy subjects directors and officers of Berger LLC, investment personnel and
other access persons to various trading restrictions and reporting obligations.
All reportable transactions are reviewed for compliance with the policy. The
policy is administered by Berger LLC and the provisions of the policy 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 LLC 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 LLC (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 LLC performs certain
administrative and recordkeeping services not otherwise
-26-
<PAGE> 64
performed by State Street, including the preparation of financial statements and
reports to be filed with regulatory authorities. Until September 30, 1999, each
Fund then in existence paid Berger LLC a fee, before any waivers, 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
until September 30, 1999 the Fund paid 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. Effective October 1, 1999, Berger LLC and BBOI
Worldwide eliminated the 0.01% administrative fee charged to the Funds. The
administrative services fees may be changed by the trustees without shareholder
approval. In addition, effective October 1, 1999, the investment advisory fee
charged to certain Funds was reduced. The advisory fee reductions are reflected
earlier under Investment Advisory Agreements.
Under a Sub-Administration Agreement between the BBOI Worldwide and
Berger LLC, Berger LLC 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 LLC a fee of 0.20% of the average daily net assets of the
Berger/BIAM IPT - International Fund. During certain periods, Berger LLC 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 - New Generation Fund
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee
December 31, Advisory Fee Service Fee Waiver and Expense TOTAL
Reimbursements
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999(1) N/A N/A N/A N/A
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Berger IPT - New Generation Fund did not commence operations until May
2000.
Berger IPT - Small Company Growth Fund
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Advisory Fee
Fiscal Year Ended Investment Administrative Waiver and Expense TOTAL
December 31, Advisory Fee Service Fee Reimbursements
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 $132,056 $ 862 $(57,324) $75,594
- ------------------------------------------------------------------------------------------------------------------------
1998 $ 51,369 $ 571 $(59,275) $ 0
- ------------------------------------------------------------------------------------------------------------------------
1997 $ 11,890 $ 131 $(61,554) $ 0
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
* COVERS PERIOD MAY 1, 1996 (DATE OPERATIONS COMMENCED) TO DECEMBER 31, 1996.
-27-
<PAGE> 65
Berger IPT - Growth Fund
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Advisory Fee
Fiscal Year Ended Investment Administrative Waiver and Expense TOTAL
December 31, Advisory Fee Service Fee Reimbursements
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 $35,613 $338 $(56,591) $ 0
- ------------------------------------------------------------------------------------------------------------------------
1998 $18,445 $246 $(46,234) $ 0
- ------------------------------------------------------------------------------------------------------------------------
1997 $ 5,119 $ 68 $(55,910) $ 0
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
Berger/BIAM IPT - International Fund
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
Advisory Fee
Fiscal Year Ended Investment Administrative Waiver and Expense TOTAL
December 31, Advisory Fee Service Fee Reimbursements
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 $49,260 $409 $(68,918) $ 0
- ------------------------------------------------------------------------------------------------------------------------
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>
- ------------------------------------------------------------------------------------------------------------------------
Advisory Fee
Fiscal Year Ended Investment Administrative Waiver and Expense TOTAL
December 31, Advisory Fee Service Fee Reimbursements
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1999 $ 109,196 $ 967 $(27,572) $82,591
- ------------------------------------------------------------------------------------------------------------------------
1998 $ 39,707 $ 529 $(52,203) $ 0
- ------------------------------------------------------------------------------------------------------------------------
1997 $ 4,872 $ 58 $(56,020) $ 0
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
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 219958, Kansas City, MO 64121, as sub-agent to provide transfer agency
and dividend disbursing services for the Funds. Approximately 32% of the
outstanding shares of DST are owned by Stilwell.
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.
-28-
<PAGE> 66
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.
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 LLC 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 LLC's or BBOI Worldwide's own resources and not from the assets
of the Funds.
A Fund's advisor may also enter into arrangements with organizations
that solicit clients for the advisor, which may include clients who purchase
shares of the Funds. While the specific terms of each arrangement may differ,
generally, the fee paid by the advisor under such arrangements is based on the
value of the referred client's assets managed by the advisor. None of the fees
paid to such organizations will be borne by 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 - Growth Fund and the Berger IPT - Growth and Income Fund, 1.15% in
the case of the Berger IPT - Small Company Growth Fund and the Berger IPT - New
Generation 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 LLC (the "Distributor"), 210 University Boulevard, Suite 900,
Denver, CO 80206. The Distributor may be reimbursed by Berger LLC 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
-29-
<PAGE> 67
such placement. The brokerage commissions paid by the Funds during the past
three fiscal years was as follows:
BROKERAGE COMMISSIONS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
December 31, 1999 December 31, 1998 December 31, 1997
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Berger IPT - New Generation Fund(1) N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------------------
Berger IPT - Small Company Growth Fund $23,061 $12,722 $ 3,118
- -----------------------------------------------------------------------------------------------------------------------
Berger IPT - Growth Fund $17,989 $13,732 $ 3,191
- -----------------------------------------------------------------------------------------------------------------------
Berger/BIAM IPT - International Fund $5,334 $ 5,618 $6,134(2)
- -----------------------------------------------------------------------------------------------------------------------
Berger IPT - Growth and Income Fund $31,609 $36,751 $ 2,817
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Berger IPT - New Generation Fund did not commence operations until May
2000.
(2) 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). Accordingly, the advisor (or sub-advisor) does not have an
obligation to seek the lowest available commission.
In accordance with this provision of the Agreements, portfolio
brokerage business of each fund may be placed with brokers who provide useful
brokerage and research services to the advisor or, where applicable, the
sub-advisor. Berger LLC considers and BIAM may consider the value of research
provided as a factor in the choice of brokers. "Research" includes 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, computerized stock market and business
news services, economic research, account performance data and computer hardware
used for the receipt of electronic research services and broker and other
third-party equity research, such as publications or writings which furnish
advice as to the value of securities and advisability of investing, and analyses
and reports concerning issuers, industries, securities, market trends, and
portfolio strategies. Research may be provided orally, in print, or
electronically. These include a service used by the independent trustees of the
Funds in reviewing the Investment Advisory Agreements.
In some cases, a product or services termed "research" may serve other
functions unrelated to the making of investment decisions. When a product has
such a mixed use, the advisor or sub-advisor will make a good faith allocation
of the cost of the product according to the use made of it. The portion of the
product that assists the advisor or sub-advisor in the investment decision-
making process may be paid for with a Fund's commission dollars. The
advisor or sub-advisor pays for the portion of the product that is not
"research" with its own funds. Accordingly, the decision whether and how to
allocate the costs of such a product presents a conflict of interest for the
advisor or sub-advisor.
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<PAGE> 68
Berger LLC 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 LLC 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 Berger LLC's or BIAM's clients, including the
Funds. Brokers may suggest a level of business they would like to receive in
return for the brokerage and research they provide. Berger LLC or BIAM may then
determine whether to continue receiving the research and brokerage provided and
the approximate amount of commissions it is willing to pay to continue the
brokerage and research arrangement with each broker. The actual amount of
commissions a broker may receive may be more or less than a broker's suggested
allocations, depending on Berger LLC's or BIAM's level of business, market
conditions and other relevant factors. Even under these arrangements, however,
the placement of all Fund transactions 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.
During the fiscal year ended December 31, 1999, 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 Transactions Amount of Commissions
--------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Berger IPT - New Generation Fund(1) N/A N/A
--------------------------------------------------------------------------------------------------------------
Berger IPT - Small Company Growth Fund $ 758,972 $1,767
--------------------------------------------------------------------------------------------------------------
Berger IPT - Growth Fund $2,264,739 $2,604
--------------------------------------------------------------------------------------------------------------
Berger/BIAM IPT - International Fund $ 0 $ 0
--------------------------------------------------------------------------------------------------------------
Berger IPT - Growth and Income Fund $4,662,078 $5,224
--------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Berger IPT - New Generation Fund did not commence operations until May
2000.
The brokerage and research services received from brokers are often
helpful to Berger LLC and could be helpful to BIAM in performing its investment
advisory responsibilities to the Funds, and the availability of such services
from brokers does not reduce the responsibility of Berger LLC's 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 LLC 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 LLC or BIAM in rendering investment advice to the
Funds. Although such brokerage and research services may be deemed to be of
value to Berger LLC or BIAM, they are not expected to decrease the expenses that
Berger LLC or BIAM would otherwise incur in performing its investment advisory
services for the Funds nor will the advisory fees that are received by Berger
LLC or BIAM for their services be reduced as a result of the availability of
such brokerage and research services from brokers.
The trustees of each of the Funds have authorized portfolio
transactions to be placed on an agency basis through DST Securities, Inc.
("DSTS"), a wholly-owned broker-dealer subsidiary of DST. When transactions for
a Fund are effected through DSTS, the commission received by DSTS is credited
against, and thereby reduces, certain operating expenses that the Fund would
otherwise be obligated to pay. No portion of the commission is retained by DSTS.
DSTS may be considered an affiliate of Berger LLC due to the ownership interest
of Stilwell in both DST and Berger LLC.
-31-
<PAGE> 69
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:
DSTS COMMISSIONS AND RELATED EXPENSE REDUCTIONS
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------
DSTS REDUCTION DSTS REDUCTION IN DSTS REDUCTION
COMMISSIONS IN COMMISSIONS PAID EXPENSES FYE COMMISSIONS IN EXPENSES
PAID EXPENSES FYE 12/31/98 12/31/98(1) PAID FYE
FYE 12/31/99 FYE FYE 12/31/97 12/31/97(1)
12/31/99(1)
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
BERGER IPT - NEW N/A N/A N/A N/A N/A N/A
GENERATION FUND(2)
- ------------------------------------------------------------------------------------------------------------------------
BERGER IPT - SMALL $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
COMPANY GROWTH FUND
- ------------------------------------------------------------------------------------------------------------------------
BERGER IPT - GROWTH FUND $ 856(3) $ 642 $ 436 $ 327 $ 58 $ 44
- ------------------------------------------------------------------------------------------------------------------------
BERGER/BIAM IPT - $ 0 $ 0 $ 0 $ 0 $ 0(3) $ 0(3)
INTERNATIONAL FUND
- ------------------------------------------------------------------------------------------------------------------------
BERGER IPT - GROWTH AND $ 787 $ 590 $ 454(4) $ 341 $ 13 $ 10
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) The Berger IPT - New Generation Fund did not commence operations until May
2000.
(3) Constitutes 5% of the aggregate brokerage commissions paid by the Berger IPT
- - Growth Fund and less than 1% of the aggregate dollar amount of transactions
placed by that fund.
(4) Covers the period May 1, 1997 (commencement of operations) to December 31,
1997.
(5) Constitutes 2% 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.
Each Fund's advisor or sub-advisor places securities orders with a
limited number of major institutional brokerage firms chosen for the reliability
and quality of execution; commission rates; quality of research coverage of
major U.S. companies, the U.S. economy and the securities markets; promptness;
back office capabilities; capital strength and financial stability; prior
performance in serving the advisor and its clients; and knowledge of other
buyers and sellers. The advisor or sub-advisor selects the broker for each order
based on the factors above, as well as the size, difficulty and other
characteristics of the order. 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, 1999, 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, 1999, the Fund did not own any of those securities.
7. HOW TO PURCHASE AND REDEEM SHARES IN THE FUNDS
-32-
<PAGE> 70
Shares of the Funds are sold by the Funds on a continuous basis to
separate accounts of Participating Insurance Companies or to qualified plans.
Investors may not purchase or redeem shares of the Funds directly, but only
through variable insurance contracts offered through the separate accounts of
Participating Insurance Companies or through qualified retirement plans. You
should refer to the applicable Separate Account Prospectus or your plan
documents for information on how to purchase or surrender a contract, make
partial withdrawals of contract values, allocate contract values to one or more
of the Funds, change existing allocations among investment alternatives,
including the Funds, or select specific Funds as investment options for a
qualified plan. No sales charge is imposed upon the purchase or redemption of
shares of the Funds. Sales charges for the variable insurance contracts or
qualified plans are described in the relevant Separate Account Prospectuses or
plan documents.
Fund shares are purchased or redeemed at the net asset value per share
next computed after receipt of a purchase or redemption order by a Fund, its
authorized agent or its designee. Payment for redeemed shares generally will be
made within three business days following the date of the request for
redemption. However, payment may be postponed under unusual circumstances, such
as when normal trading is not taking place on the New York Stock Exchange, an
emergency as defined by the Securities and Exchange Commission exists, or as
permitted by the Securities and Exchange Commission.
8. SUSPENSION OF REDEMPTION RIGHTS
The right of redemption may be suspended for any period during which
the New York Stock Exchange is closed or the Securities and Exchange Commission
determines that trading on the Exchange is restricted, or when there is an
emergency as determined by the Securities and Exchange Commission as a result of
which it is not reasonably practicable for a Fund to dispose of securities owned
by it or to determine the value of its net assets, or for such other period as
the Securities and Exchange Commission may by order permit for the protection of
shareholders of a Fund.
Each Fund intends to redeem its shares only for cash, although it
retains the right to redeem its shares in-kind under unusual circumstances, in
order to protect the interests of the remaining shareholders, by the delivery of
securities selected from its assets at its discretion. If shares are redeemed
in-kind, the redeeming shareholder generally will incur brokerage costs in
converting the assets to cash. The 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 Exchange. Securities and assets for which quotations are not
readily available or are not representative of market value may
-33-
<PAGE> 71
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.
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
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<PAGE> 72
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, 3, 5 and 10 years (or the
life of the Fund, if shorter). These are the rates of return that would equate
the initial amount invested to the ending redeemable value. These rates of
return are calculated pursuant to the following formula: P(1 + T)n = ERV (where
P = a hypothetical initial payment of $1,000, T = the average annual total
return, n = the number of years and ERV = the ending redeemable value of a
hypothetical $1,000 payment made at the beginning of the period). All total
return figures reflect the deduction of a proportional share of Fund expenses on
an annual basis, and assume that all dividends and distributions are reinvested
when paid.
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 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,
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<PAGE> 73
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, 1999, are shown on the following table:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
FUND 1-Year 3-Year Life of Fund
-----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Berger IPT - New Generation Fund(1) N/A N/A N/A
-----------------------------------------------------------------------------------------------------------
Berger IPT - Small Company Growth Fund 91.45% 33.21% 26.24% (since 5/1/96)
-----------------------------------------------------------------------------------------------------------
Berger IPT - Growth Fund 49.13% 25.42% 21.60% (since 5/1/96)
-----------------------------------------------------------------------------------------------------------
Berger/BIAM IPT - International Fund 31.24% N/A 16.17% (since 5/1/97)
-----------------------------------------------------------------------------------------------------------
Berger IPT - Growth and Income Fund 59.05% 35.46% 31.98% (since 5/1/96)
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Berger IPT - New Generation Fund did not commence operations until May
2000.
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 - Growth
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 IPT
- - Growth Fund was known as the Berger IPT - 100 Fund from its inception to
January 31, 2000 when it changed its name. The Berger IPT - New Generation Fund
was established under the Trust on February 15, 2000. The Berger/BIAM IPT -
International Fund was established under the Trust in April 1997. Berger IPT -
Small Company Growth Fund(R) was registered
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<PAGE> 74
as a trademark in August 1998. The name Berger IPT - Growth and Income Fund(R)
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 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.
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<PAGE> 75
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 LLC 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
Insofar as the management of the Funds is aware, as of March 1, 2000,
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 Berger/BIAM Berger IPT
Company Growth -Growth Fund IPT - -Growth and
Fund International Income Fund
Fund
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Berger LLC(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 66.5% -- -- --
Insurance 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 LLC is a Nevada limited liability company which provided initial
capital to establish the Trust. As a result of its current share ownership,
Berger LLC 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 LLC, which
constitute 40.4% of the outstanding shares of the Fund.
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<PAGE> 76
DISTRIBUTION
The Distributor is the principal underwriter of the shares of the
Funds. The Distributor is a registered broker-dealer under the Securities
Exchange Act of 1934 and is a member of the National Association of Securities
Dealers, Inc. The Distributor acts as the agent of the Funds in connection with
the sale of their shares in all states in which the shares are eligible for sale
and in which the Distributor is qualified as a broker-dealer. 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 LLC 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.
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<PAGE> 77
INDEPENDENT ACCOUNTANTS
FINANCIAL STATEMENTS
[To be updated by amendment]
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> 78
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 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.
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<PAGE> 79
KEY TO MOODY'S CORPORATE RATINGS
Aaa-Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa-Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A-Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa-Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding investment
characteristics and in fact have speculative characteristics as well.
Ba-Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during good and bad times over the future. Uncertainty of position
characterizes bonds of this class.
B-Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Caa-Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.
Ca-Bonds which are rated Ca represent obligations which are speculative
in a high degree. Such issues are often in default or have other marked
shortcomings.
C-Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Note: Moody's applies numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating system. The
modifier 1 indicates that the security ranks in the higher end of its generic
rating category; the modifier 2 indicates a mid-range ranking; and the modifier
3 indicates that the issue ranks in the lower end of its generic category.
KEY TO STANDARD & POOR'S CORPORATE RATINGS
AAA-Debt rated AAA has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.
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.
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<PAGE> 80
BBB-Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions, or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB, B, CCC, CC AND C-Debt rated BB, B, CCC, CC and C is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indicates
the lowest degree of speculation and C the highest degree of speculation. While
such debt will likely have some quality and protective characteristics, these
are out-weighed by the large uncertainties or major risk exposures to adverse
conditions.
C1-The rating C1 is reserved for income bonds on which no interest is
being paid.
D-Debt rated D is in default, and payment of interest and/or repayment
of principal is in arrears.
PLUS (+) OR MINUS (-)-The ratings from "AA" to "CCC" may be modified by
the addition of a plus or minus sign to show relative standing within the major
rating categories.
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<PAGE> 81
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 LLC, a Nevada limited liability company, may be deemed a
control person of the Berger/BIAM IPT - International Fund (the "Fund"). Berger
LLC 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 LLC which constitute more than 25% of
the shares outstanding of the Fund. Berger LLC will continue to be a control
person of the Fund as long as it indirectly holds more than 25% of the 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 LLC, it will be
under common control with the other companies controlled by Berger LLC's
ultimate 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.
Section 16 of the Investment Advisory Agreement between BBOI Worldwide
and the Trust with respect to the Berger/BIAM IPT - International Fund also
provides as follows:
<PAGE> 82
"The Trust hereby indemnifies and holds harmless BBOI Worldwide and
its officers, managers, members, employees and agents, and any
controlling person thereof, and any person to whom BBOI Worldwide has
delegated any of its duties and responsibilities pursuant to Section
13 hereof, including Bank of Ireland Asset Management (U.S.) Limited,
to which BBOI Worldwide has delegated its duties and responsibilities
specified in Section 2 of this Agreement (the "Sub-Advisor") and
Berger LLC, to which BBOI Worldwide has delegated its duties and
responsibilities specified in Section 3 of this Agreement (the
"Sub-Administrator"), from all losses, charges, claims and
liabilities, and all costs and expenses, including without limitation
reasonable attorneys' fees and disbursements, arising from any action
which BBOI Worldwide or the Sub-Advisor or the Sub-Administrator takes
or omits to take pursuant to written instructions from the Trustees of
the Trust based on resolutions duly adopted by the Trustees, provided
that no person shall be indemnified hereunder against any liability to
the Trust or its shareholders (or any expenses incident to such
liability) arising out of their own willful misfeasance, bad faith or
gross negligence in the performance of their duties or by reason of
their reckless disregard of their duties or obligations under this
Agreement.
"BBOI Worldwide hereby indemnifies and holds harmless the Trust and
its Trustees, officers, shareholders, employees and agents, and any
controlling person thereof, from all losses, charges, claims and
liabilities, and all costs and expenses, including without limitation
reasonable attorneys' fees and disbursements, arising out of BBOI
Worldwide's or the Sub-Advisor's or the Sub-Administrator's willful
misfeasance, bad faith or gross negligence in the performance of its
duties or by reason of its reckless disregard of its duties or
obligations under this Agreement, provided that no person shall be
indemnified hereunder against any liability to the Trust or its
shareholders (or any expenses incident to such liability) arising out
of their own willful misfeasance, bad faith or gross negligence in the
performance of their duties or by reason of their reckless disregard
of their duties or obligations under this Agreement."
Section 11 of the Sub-Advisory Agreement between BBOI Worldwide and
BIAM with respect to the Berger/BIAM IPT - International Fund also provides as
follows:
"BBOI Worldwide hereby indemnifies and holds harmless BIAM and its
officers, directors, shareholders, employees and agents, and any
controlling person thereof, from all losses, charges, claims and
liabilities, and all costs and expenses, including without limitation
reasonable attorneys' fees and disbursements, arising from any action
which BIAM takes or omits to take pursuant to written instructions
from BBOI Worldwide, the Sub-Administrator, or from officers or
Trustees of the Trust, provided that no person shall be indemnified
hereunder against any liability to the Trust or its shareholders (or
any expenses incident to such liability) arising out of such person's
own willful misfeasance, bad faith or gross negligence in the
performance of their duties or by reason of their reckless disregard
of their duties or obligations under this Agreement.
"BBOI Worldwide acknowledges and agrees that BIAM, as the party to
whom BBOI Worldwide has delegated pursuant to Section 13 of the
Advisory Agreement all of BBOI Worldwide's duties and responsibilities
required to be performed by BBOI Worldwide for the Fund pursuant to
Section 2 of the Advisory Agreement, is a person entitled to
indemnification by the Trust pursuant to Section 16 of the Advisory
Agreement.
<PAGE> 83
"BIAM hereby indemnifies and holds harmless BBOI Worldwide and the
Trust, and each of their Trustees, officers, managers, shareholders,
members, employees and agents, and any controlling person thereof,
from all losses, charges, claims and liabilities, and all costs and
expenses, including without limitation reasonable attorneys' fees and
disbursements, arising out of BIAM's willful misfeasance, bad faith or
gross negligence in the performance of its duties or by reason of its
reckless disregard of its duties or obligations under this Agreement,
provided that no person shall be indemnified hereunder against any
liability to the Trust or its shareholders (or any expenses incident
to such liability) arising out of such person's own willful
misfeasance, bad faith or gross negligence in the performance of their
duties or by reason of their reckless disregard of their duties or
obligations under this Agreement."
Item 26. Business and Other Connections of Investment Advisor
The business of Berger LLC, the investment advisor of the Berger IPT -
Growth Fund, the Berger IPT - Growth and Income Fund, the Berger IPT - Small
Company Growth Fund and the Berger IPT - New Generation 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 LLC (current and for the past two years) is listed in
Schedules A and D of Berger LLC's Form ADV as filed with the Securities and
Exchange Commission (File No. 801-9451, dated October 1, 1999), which
information from such schedules is incorporated herein by reference.
The business of BBOI Worldwide LLC ("BBOI Worldwide"), the investment
advisor of the Berger/BIAM IPT - International Fund, is described in the
Prospectus 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 October 1, 1999), 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 25, 1999), which information from
such schedules is incorporated herein by reference.
Item 27. Principal Underwriters
(a) Investment companies for which the Fund's principal underwriter
also acts as principal underwriter, depositor or investment adviser:
Berger Growth Fund, Inc.
Berger Growth and Income 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 Information Technology Fund
Berger Omni Investment Trust
- --Berger Small Cap Value Fund
Berger Institutional Products Trust
- --Berger IPT - Growth Fund
- --Berger IPT - Growth and Income Fund
- --Berger IPT - Small Company Growth Fund
- --Berger/BIAM IPT - International Fund
- -Berger IPT - New Generation Fund
<PAGE> 84
Berger/BIAM Worldwide Funds Trust
- --Berger/BIAM International Fund
- --International Equity Fund
- --Berger/BIAM International CORE Fund
(b) For Berger Distributors, Inc.:
[check]
<TABLE>
<CAPTION>
Name Positions and Positions and
Offices with Offices with
Underwriter Registrant
<S> <C> <C>
David G. Mertens President, CEO and Director None
David J. Schultz Chief Financial Officer, Assistant Vice President and Treasurer
Secretary and Treasurer
Brian Ferrie Vice President and Chief Compliance Vice President
Officer
Janice M. Teague Vice President and Secretary Vice President and Assistant Secretary
Sue Vreeland Assistant Secretary Secretary
</TABLE>
The principal business address of each of the persons in the table
above is 210 University Blvd., Suite 900, Denver, CO 80206.
(c) Not applicable.
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 transfer
agent, DST Systems, Inc., P.O. Box 219958, Kansas City, MO 64121;
(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.
<PAGE> 85
(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.
<PAGE> 86
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 16th day of February, 2000.
BERGER INSTITUTIONAL PRODUCTS TRUST
(Registrant)
By /s/ Jack R. Thompson
------------------------------------------
Name: Jack R. Thompson
-------------------------------------
Title: President
------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack R. Thompson, Janice M. Teague and
Lester R. Woodward, and each of them, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, and in his or her name, place and stead, in any and all
capacities to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jack R. Thompson President (Principal February 16, 2000
- ------------------------------ Executive Officer)
Jack R. Thompson and Trustee
/s/ David J. Schultz Vice President and February 16, 2000
- ------------------------------ Treasurer (Principal
David J. Schultz Financial Officer)
</TABLE>
<PAGE> 87
<TABLE>
<S> <C> <C>
/s/ John Paganelli Assistant Treasurer February 16, 2000
- ------------------------------- (Principal Accounting
John Paganelli Officer)
/s/ Dennis E. Baldwin Trustee February 16, 2000
- -------------------------------
Dennis E. Baldwin
/s/ Louis R. Bindner Trustee February 16, 2000
- -------------------------------
Louis R. Bindner
/s/ Katherine A. Cattanach Trustee February 16, 2000
- -------------------------------
Katherine A. Cattanach
/s/ Paul R. Knapp Trustee February 16, 2000
- -------------------------------
Paul R. Knapp
/s/ Harry T. Lewis, Jr. Trustee February 16, 2000
- -------------------------------
Harry T. Lewis, Jr.
/s/ Michael Owen Trustee February 16, 2000
- -------------------------------
Michael Owen
/s/ William Sinclaire Trustee February 16, 2000
- -------------------------------
William Sinclaire
</TABLE>
<PAGE> 88
BERGER INSTITUTIONAL PRODUCTS TRUST
EXHIBIT INDEX
<TABLE>
<CAPTION>
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
** Exhibit 23(d)-6 EX-99B.23(d)-6 Form of Investment Advisory Agreement
for Berger IPT - New Generation 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
** Exhibit 23(h)-5 EX-99B.23(h)-5 Form of Administrative Services
Agreement for Berger IPT - New
Generation 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
</TABLE>
<PAGE> 89
<TABLE>
<S> <C> <C> <C>
(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
(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
</TABLE>
<PAGE> 90
<TABLE>
<S> <C> <C> <C>
(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
(34) Exhibit 23(i)-1 Opinion and consent of Davis, Graham &
Stubbs LLP relating to the shares
issued under the initial registration
statement of the Trust
** Exhibit 23(i)-2 EX-99B.23(i)-2 Opinion and consent of Davis, Graham &
Stubbs LLP relating to the Berger IPT -
New Generation Fund
** Exhibit 23(j) Consent of Pricewaterhouse Coopers LLP
Exhibit 23(k) Not Applicable
(30) Exhibit 23(l) Investment Letter from Initial
Stockholder
Exhibit 23(m) Not Applicable
Exhibit 23(n) Not Applicable
** Exhibit 23(p)-1 EX-99B.23(p)-1 Code of Ethics of the Berger Funds
** Exhibit 23(p)-2 EX-99B.23(p)-2 Code of Ethics of Berger LLC
** Exhibit 23(p)-3 EX-99B.23(p)-3 Code of Ethics of Berger Distributors
LLC
** Exhibit 23(p)-4 EX-99B.23(p)-4 Code of Ethics of BBOI Worldwide LLC
** Exhibit 23(p)-5 EX-99B.23(p)-5 Code of Ethics of Bank of Ireland Asset
Management (U.S.) Limited
</TABLE>
- -----------------------
** To be filed by amendment.
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.
<PAGE> 91
(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.
(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.
(33) Filed as Exhibit number listed with Post-Effective Amendment No. 6 to
Registrant's Registration Statement on Form N-1A, filed February 12, 1999.
(34) Filed as Exhibit 10 with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed April 18, 1996.
