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As filed with the Securities and Exchange Commission on June 11, 1996
1940 Act File No. 811-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. / /
(Check appropriate box or boxes)
BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST
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(Exact Name of Registrant as Specified in Charter)
210 University Boulevard, Suite 900, Denver, Colorado 80206
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (303) 329-0200
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Gerard M. Lavin, 210 University Boulevard, Suite 900, Denver, CO 80206
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(Name and Address of Agent for Service)
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EXPLANATORY NOTE
This Registration Statement on Form N-1A (the "Registration
Statement") has been filed by the Registrant pursuant to Section 8(b) of the
Investment Company Act of 1940, as amended. However, beneficial interests in
the Registrant are not being registered under the Securities Act of 1933, as
amended (the "1933 Act") because such interests will be issued solely in
private placement transactions that do not involve any "public offering"
within the meaning of Section 4(2) of the 1933 Act. Investments in the
Registrant may only be made by investment companies, common or commingled
trust funds or similar organizations or entities that are "accredited
investors" within the meaning of Regulation D under the 1933 Act. The
Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any beneficial interests in the Registrant.
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BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST
PART A
Responses to Items 1, 2, 3 and 5A have been omitted pursuant to
paragraph 4 of General Instruction F to Form N-1A.
ITEM 4. GENERAL DESCRIPTION OF REGISTRANT
Berger/BIAM Worldwide Portfolios Trust, a Delaware business trust
("Worldwide Portfolios"), is registered as an open-end management investment
company. Worldwide Portfolios was organized on May 31, 1996. Worldwide
Portfolios is authorized to issue an unlimited number of interests in series.
Currently, the series comprising the Berger/BIAM International Portfolio
(the "Portfolio") is the only series established under Worldwide Portfolios,
although others may be added in the future.
Beneficial interests in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the Securities Act of 1933 (the "1933 Act").
Investments in the Portfolio may only be made by investment companies, common
or commingled trust funds or similar organizations or entities that are
"accredited investors" within the meaning of Regulation D under the 1933 Act.
This Registration Statement does not constitute an offer to sell, or the
solicitation of an offer to buy, any "security" within the meaning of the
1933 Act.
The Portfolio is advised by BBOI Worldwide LLC ("BBOI Worldwide" or
the "Advisor"), which has delegated daily portfolio management of the
Portfolio to Bank of Ireland Asset Management (U.S.) Limited ("BIAM" or the
"Sub-Advisor").
INVESTMENTS IN THE PORTFOLIO ARE NOT DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED BY, ANY BANK (INCLUDING BANK OF IRELAND). INTERESTS IN
THE PORTFOLIO ARE NOT FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. AN
INVESTMENT IN THE PORTFOLIO IS SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE
LOSS OF THE PRINCIPAL AMOUNT INVESTED.
The Portfolio commenced operations on ______________, 1996,
subsequent to the transfer to the Portfolio of assets held in a fund of a
pooled trust (the "Pool") maintained by ______________________, for which
BIAM has provided day-to-day portfolio management as sub-advisor since the
inception of the Pool. The Pool has substantially the same investment
objective, policies and limitations of the Fund and the Portfolio. The Pool
transferred its assets to a separate fund investing in the Portfolio which,
in turn, transferred those assets to the Portfolio in exchange for an
interest in the Portfolio. As a result of this
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transaction, the investment holdings in the Portfolio was the same as the
investment holdings in the portfolio of the Pool immediately prior to the
transfer, except for the seed capital provided by another party.
INVESTMENT OBJECTIVE AND POLICIES AND RISK FACTORS
The investment objective of the Portfolio is long-term capital
appreciation. The Portfolio seeks to achieve this objective by investing
primarily in common stocks of well established companies located outside the
United States. A company will be considered to be located outside the United
States if it meets any of the following criteria: (i) the principal
securities trading market for its equity securities is located outside the
U.S.; (ii) it derives 50% or more of its total revenue from either goods
produced, sales made or services performed outside the U.S.; or (iii) it is
organized under the laws of, and has a principal office in, a country other
than the U.S. The Portfolio may also invest in securities other than common
stock if the Sub-Advisor believes these are likely to be the best suited at
that time to achieve the Portfolio's objective. These include equity-related
securities (such as preferred stocks and convertible securities), debt
securities issued by foreign governments or foreign corporations, U.S. or
foreign short-term investments or other securities described on the following
pages. The Portfolio intends to diversify its holdings among several
countries and to have, under normal market conditions, at least 65% of the
Portfolio's total assets invested in the securities of companies domiciled in
at least five countries, not including the United States. Current income is
not an investment objective of the Fund and any income produced will be only
of secondary importance as a by-product of the investment selection process
used to achieve the Fund's objective.
INVESTMENT SELECTION
In selecting its portfolio securities, the Portfolio places primary
emphasis on fundamentally undervalued stocks as determined by a range of
characteristics, including relatively low price/earnings multiples, dividend
yield, consistency of earnings growth and cash flow, financial strength,
realizable asset value and liquidity. Securities of companies with mid-sized
to large market capitalizations usually constitute the majority of the
Portfolio's investments. Market capitalization is defined as total current
market value of a company's outstanding common stock. In addition, the
Portfolio is presently anticipated to be weighted largely toward companies
domiciled in Western Europe (for example, the United Kingdom, Germany,
France, Italy, Spain, Switzerland, the Netherlands, Sweden, Ireland and
Finland), Australia and the Far East (for example, Japan, Hong Kong,
Singapore, Malaysia, Thailand, Indonesia and the Philippines). However, the
Portfolio is free to invest in companies of any size and in companies
domiciled in other foreign countries, including developing countries.
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INVESTMENT DECISION MAKING PROCESS
The Sub-Advisor's investment approach is based on "bottom-up"
fundamental analysis of individual companies within a framework of economic
and business themes that are believed to provide the best opportunities for
effective investment selection. Stock selection decisions are guided by:
- - GLOBAL ECONOMIC AND BUSINESS THEMES. The Sub-Advisor
identifies economic and business themes and trends that
have the potential to support the long-term growth
prospects of companies positioned to take advantage of
them. Current themes and trends include, for example,
worldwide growth in telecommunications and multimedia,
rapid economic development in the Pacific Basin, global
health care trends or unique consumer franchises. The
Sub-Advisor seeks companies in business sectors that
are believed to be positioned to benefit from the
themes identified from time to time and companies with
products or services that may transcend political and
geographic boundaries.
- - FINANCIAL FUNDAMENTALS. The Sub-Advisor conducts an
extensive "bottom-up" analysis of individual companies
that are believed to be positioned to benefit from
identified global economic or business themes, seeking
to identify quality companies with stocks that are
fundamentally undervalued relative to their long-term
prospective earnings growth rate. This process
includes examining financial statements, evaluating
management and products, assessing competitive position
and strengths, as well as analyzing the economic
variables affecting the company's operating
environment. This in-depth, fundamental analysis is
believed to be the most important step in identifying
stock selections for the Portfolio.
Actual country weightings are a by-product of the bottom-up stock
selection approach. Accordingly, the country in which a company is located
is considered by the Sub-Advisor to be less important than the diversity of
its sources of earnings and earnings growth.
SECURITIES, INVESTMENT PRACTICES AND RISK FACTORS
Since interests in the Portfolio represent an investment in common
stocks, investors should understand that the net asset value of the Portfolio
will change as the market value of the securities held in the Portfolio
changes and that the value of an interest in the Portfolio will go up and
down. Investors should also be aware that investment in foreign securities
carries additional risks not present when investing in domestic securities.
See "Foreign Securities" below.
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The Portfolio is not intended as a complete or balanced investment
vehicle, but rather as an investment for those who are in a financial position
to assume the risk and price volatility associated with foreign investments. As
a result, the Portfolio should be considered as a long-term investment vehicle.
The investment objective of the Portfolio is considered fundamental,
meaning that it cannot be changed without a vote of the investors in the
Portfolio. There can be no assurance that the Portfolio's investment objective
will be realized. Following is additional information about some of the
specific types of securities in which the Portfolio may invest.
FOREIGN SECURITIES. Investments in foreign securities involve some
risks that are different from the risks of investing in securities of U.S.
issuers, such as the risk of adverse political, social, diplomatic and
economic developments and, with respect to certain countries, the possibility
of expropriation, taxes imposed by foreign countries or limitations on the
removal of monies or other assets of the Portfolio. Moreover, the economies
of individual foreign countries will vary in comparison to the U.S. economy
in such respects as growth of gross domestic product, rate of inflation,
capital reinvestment, resources, self-sufficiency and balance of payments
position. Securities of some foreign companies, particularly those in
developing countries, are less liquid and more volatile than securities of
comparable domestic companies. Investing in the securities of developing
countries may involve exposure to economic structures that are less diverse
and mature, and to political systems that can be expected to have less
stability than developed countries. The Portfolio's investments may include
American Depositary Receipts (ADRs). The Portfolio may also invest in
European Depositary Receipts (EDRs) which are similar to ADRs, in bearer
form, designed for use in the European securities markets and Global
Depositary Receipts (GDRs).
There also may be less publicly available information about foreign
issuers and securities than domestic issuers and securities, and foreign
issuers generally are not subject to accounting, auditing and financial
reporting standards, requirements and practices comparable to those
applicable to domestic issuers. Also, there is generally less government
supervision and regulation of exchanges, brokers, financial institutions and
issuers in foreign countries than there is in the U.S. Foreign financial
markets typically have substantially less volume than U.S. markets. Foreign
markets also have different clearance and settlement procedures and, in
certain markets, delays or other factors could make it difficult to effect
transactions, potentially causing the Portfolio to experience losses or miss
investment opportunities.
Costs associated with transactions in foreign securities are
generally higher than with transactions in U.S. securities. The Portfolio
will incur greater costs in maintaining assets in foreign jurisdictions and
in buying and selling foreign securities generally, resulting in part from
converting foreign currencies into U.S. dollars. In addition, the Portfolio
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.
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Since the Portfolio will invest in securities denominated or quoted
in currencies other than the U.S. dollar, changes in foreign currency
exchange rates will affect the value of the investments in its portfolio and
the unrealized appreciation or depreciation of investments insofar as U.S.
investors are concerned. If the 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 currency would
adversely affect the value of the securities expressed in dollars. Foreign
currency exchange rates are determined by forces of supply and demand on the
foreign exchange markets, which are in turn affected by the international
balance of payments and other economic and financial conditions, government
intervention, speculation and other factors.
CONVERTIBLE SECURITIES. The Portfolio may purchase securities that
are convertible into common stock when the 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 Portfolio 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 Portfolio
or a decline in the market value of the securities. Convertible securities
often display a degree of market price volatility that is comparable to
common stocks. The credit risk associated with convertible securities
generally is reflected by their being rated below investment grade by
organizations such as Moody's Investors Service, Inc., and Standard & Poor's
Corporation. The Portfolio has no pre-established minimum quality standards
for convertible securities and may invest in convertible securities of any
quality, including lower rated or unrated securities. However, under normal
circumstances, the Portfolio will not invest in any security in default at
the time of purchase or in any nonconvertible debt securities rated below
investment grade, and the Portfolio will invest less than 20% of the market
value of its net assets at the time of purchase in convertible securities
rated below investment grade. For a further discussion of debt security
ratings, see Appendix A to Part B.
LENDING PORTFOLIO SECURITIES. The Portfolio may lend its
securities to qualified institutional investors such as brokers, dealers or
other financial organizations. This practice permits the Portfolio to earn
income, which, in turn, can be invested in additional securities to pursue
its investment objective. Loans of securities by the Portfolio will be
collateralized by cash, letters of credit, or securities issued or guaranteed
by the U.S. Government or its agencies. The collateral will equal at least
100% of the current market value of the loaned securities, marked-to-market
on a daily basis. The Portfolio bears a risk of loss in the event that the
other party to a securities lending transaction defaults on its obligations
and the Portfolio 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 Portfolio
seeks to assert these rights, the risk of incurring expenses associated with
asserting these rights and the risk of losing all or a part of the income
from the transaction. The Portfolio will not lend any security if, as a
result of
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such loan, the aggregate value of securities then on loan would exceed 33-1/3%
of the market value of the Portfolio's total assets.
HEDGING WITH FORWARD CONTRACTS. The Portfolio is authorized to
make limited investments in certain forward contracts, but only for the
purpose of hedging, that is, protecting against the risk of market movements
that may adversely affect the value (in local or U.S. dollar terms) of the
Portfolio's securities or the price of securities that the Portfolio is
considering purchasing. Forwards are contracts on financial instruments
(such as foreign currencies) that obligate the holder to take or make future
delivery of a specified quantity of the underlying financial instrument. The
Portfolio currently intends that the only forward contracts that it will
enter into for hedging purposes are forward foreign currency exchange
contracts, with stated contract values of up to the value of the Portfolio's
assets. Although a hedging transaction may, for example, partially protect
the Portfolio from a decline in the value of a particular security or its
portfolio generally, the cost of the transaction will reduce the potential
return on the security or the portfolio.
The Portfolio will generally enter into forward contracts either
with respect to specific transactions or with respect to the Portfolio's
security positions. For example, the Portfolio may enter into a forward
contract in order to fix the price (which may be in U.S. dollars or a foreign
currency) for securities it has agreed to buy or sell. Further, when the
Sub-Advisor believes that a particular foreign currency in which some or all
of the Portfolio's investments are denominated may decline compared to the
U.S. dollar, the Portfolio may enter into a forward contract to sell the
currency that is expected to decline (or another currency which acts as a
proxy for that currency). However, the Portfolio will be permitted to make
such investments for hedging purposes only, and only if the aggregate amount
of its obligations under these investments does not exceed the total market
value of the assets the Portfolio is attempting to hedge, such as a portion
or all of its securities denominated in a specific foreign currency. To
ensure that the Portfolio will be able to meet its obligations under its
forward contracts, the Portfolio will be required to place high-grade liquid
assets in a segregated account with its custodian bank or to set aside
securities to "cover" its position in these investments. Assets segregated
or set aside generally may not be disposed of so long as the Portfolio
maintains the positions requiring segregation or cover, which could diminish
the Portfolio's return due to the opportunity losses of foregoing other
potential investments with such assets.
Forward foreign currency exchange contracts are generally privately
negotiated and the parties may agree to offset or terminate the contract
before its maturity or may hold the contract to maturity and complete the
contemplated delivery of the underlying foreign currency. Investments in
forward contracts by the Portfolio involve the potential for a loss that may
exceed the amount of investment the Portfolio would be permitted to make in
the contracts under its investment limitations. The principal risks of the
Portfolio investing in forward foreign currency exchange contracts are: (a)
losses resulting from currency market movements not anticipated by the
Portfolio; (b) possible imperfect correlation between movements in the prices
of forward contracts and movements in the spot (i.e., cash) prices of
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the currencies hedged or used to cover such positions; (c) lack of assurance
that a liquid secondary market will exist for any particular forward contract
at any particular time; (d) the need for additional information and skills
beyond those required for the management of a portfolio of traditional
securities; and (e) possible need to defer closing out certain forward
contracts in order to facilitate the qualification of certain investors in
the Portfolio for beneficial tax treatment afforded "regulated investment
companies" under the Internal Revenue Code of 1986. In addition, when the
Portfolio enters into an over-the-counter contract with a counterparty, the
Portfolio will assume counterparty credit risk, that is, the risk that the
counterparty will fail to perform its obligations, in which case the
Portfolio could be worse off than if the contract had not been entered into.
Additional detail concerning the Portfolio's investment in forwards and the
risks of such investments can be found in Part B.
ILLIQUID SECURITIES. The Portfolio is authorized to invest in
securities which are illiquid or not readily marketable because they are
subject to restrictions on their resale ("restricted securities") or because,
based upon their nature or the market for such securities, no ready market is
available. However, the Portfolio may not purchase any security, the purchase
of which would cause the Portfolio to invest more than 15% of its net assets,
measured at the time of purchase, in illiquid securities. Repurchase agreements
maturing in more than seven days will be considered as illiquid for purposes of
this restriction. Certain restricted securities, such as Rule 144A securities,
may be treated as liquid under this restriction if a determination is made that
such securities are readily marketable. Investments in illiquid securities
involve certain risks to the extent that the Portfolio may be unable to dispose
of such a security at the time desired or at a reasonable price or, in some
cases, may be unable to dispose of it at all. In addition, in order to resell
a restricted security, the Portfolio might have to incur the potentially
substantial expense and delay associated with effecting registration.
INVESTMENT RESTRICTIONS
In addition to its investment objective, the Portfolio has adopted
a number of restrictions on its investments and other activities that may not
be changed without investor approval. For example, the Portfolio may not
borrow money, except borrowing undertaken from banks for temporary or
emergency purposes in amounts not to exceed 25% of the market value of its
total assets (including the amount borrowed) and may not make loans (except
that the Portfolio may lend portfolio securities and enter into repurchase
agreements in accordance with its investment policies). The Portfolio may
not invest in any one industry 25% or more of the value of its total assets
at the time of investment, nor invest in commodities, except, only for the
purpose of hedging, in forward foreign currency exchange contracts and other
instruments as specified in greater detail above and in Part B.
Further, with respect to 100% of its total assets, the Portfolio
may not purchase securities of any issuer (except U.S. Government securities)
if, immediately after and as a result of such purchase, the value of the
Portfolio's holdings in the securities of that
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issuer exceeds 5% of the value of its total assets or it owns more than 10%
of the outstanding voting securities or of any class of securities of such
issuer, although this restriction may be reduced to apply to 75% or more of
the Portfolio's total assets without a shareholder vote.
Also, the Portfolio does not currently intend to purchase or sell
securities on a when-issued or delayed delivery basis if as a result, more
than 5% of its total assets would be invested in such securities, although
this restriction may be changed without investor approval. For more detail
about the Portfolio's investment restrictions, see Part B.
PORTFOLIO TURNOVER
In pursuit of the Portfolio's investment objective, the Sub-Advisor
continuously monitors the Portfolio's investments and makes portfolio changes
whenever changes in investment themes, the fundamentals of any portfolio company
or the price of any portfolio security indicate to the Sub-Advisor that more
attractive alternatives exist or that the Portfolio's investment objective
could be better achieved by investment in another security, regardless of
portfolio turnover. In addition, portfolio turnover may increase as a result
of large amounts of increases and withdrawals of interests in the Portfolio due
to economic, market or other factors that are not within the control of
management. Although the annual portfolio turnover rate of the Portfolio will
vary, it is normally expected to range from 25% to 75%.
ITEM 5. MANAGEMENT OF THE REGISTRANT
The trustees of Worldwide Portfolios have overall responsibility for
operation of the Portfolio.
THE ADVISOR
The investment advisor to the Portfolio is BBOI Worldwide LLC (the
"Advisor" or "BBOI Worldwide"), 210 University Boulevard, Suite 900, Denver,
CO 80206. The Advisor oversees, evaluates and monitors the investment advisory
services provided to the Portfolio by the Portfolio's Sub-Advisor and furnishes
general business management and administrative services to the Portfolio, such
as coordinating certain matters relating to the operations of the Portfolio and
monitoring the Portfolio's compliance with all applicable federal and state
securities laws. Currently, the Advisor serves in this capacity only to the
Portfolio.
The Advisor is a Delaware limited liability company formed in 1996.
Berger Associates, Inc. ("Berger Associates"), which has been in the investment
advisory business for over 20 years, owns 100% of the Advisor. Berger
Associates serves as investment advisor or sub-advisor to mutual funds, pension
and profit-sharing plans, and institutional and private investors, with assets
under management of more than $3.5 billion as of April 30,
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1996. Kansas City Southern Industries, Inc. ("KCSI") owns approximately 80%
of the outstanding shares of Berger Associates. KCSI is a publicly traded
holding company with principal operations in rail transportation, through its
subsidiary The Kansas City Southern Railway Company, and financial asset
management businesses. Also, see below under "Pending Sale of Interest in
Advisor".
THE SUB-ADVISOR
Since its founding in 1966, Bank of Ireland's investment management
group has become recognized among international and global investment
managers, serving clients in Europe, the United States, Canada, Australia and
South Africa. Bank of Ireland Asset Management (U.S.) Limited ("BIAM"), the
Sub-Advisor to the Portfolio, is an indirect wholly-owned subsidiary of Bank
of Ireland. Bank of Ireland, founded in 1783, is a publicly traded,
diversified financial services group with business operations worldwide.
Bank of Ireland provides investment management services through a network of
related companies, including BIAM which serves primarily institutional
clients in the United States and Canada. Bank of Ireland and its affiliates
managed assets for international clients in excess of $16 billion as of April
30, 1996.
As permitted in its Investment Advisory Agreement with the Portfolio,
the Advisor has delegated day-to-day portfolio management responsibility to
BIAM, as the Sub-Advisor. As Sub-Advisor, BIAM formulates a continuing program
for management of the assets of the Portfolio consistent with the investment
objective and policies established by the trustees of Worldwide Portfolios.
BIAM serves as investment advisor or sub-advisor to pension and
profit-sharing plans and other institutional investors and mutual funds.
BIAM's main offices are at 26 Fitzwilliam Place, Dublin 2, Ireland. BIAM
maintains a representative office at 2 Greenwich Plaza, Greenwich, CT 06830.
All investment decisions made for the Portfolio by the Sub-Advisor
are made by a team of BIAM investment personnel. No one individual is
primarily responsible for making the day-to-day investment decisions or
recommendations for the Portfolio.
Investment decisions for the Portfolio and other accounts advised
by the Sub-Advisor are made independently with a view to achieving each of
their respective investment objectives and after consideration of such factors
as their current holdings, availability of cash for investment and the size of
their investments generally. However, certain investments may be appropriate
for the Portfolio and one or more such accounts. If the Portfolio and other
accounts advised by the Sub-Advisor are contemporaneously engaged in the
purchase or sale of the same security, the orders may be aggregated and/or
the transactions averaged as to price and allocated equitably to the Portfolio
and each participating account. While in some cases, this policy might
adversely affect the price paid or received by the Portfolio or other
participating accounts, or the size of the position
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obtained or liquidated, the 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.
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 Portfolio, including outstanding loans to such
issuers which could be repaid in whole or in part with the proceeds of
securities purchased by the Portfolio. Federal law prohibits the Sub-Advisor,
in making investment decisions, from using material non-public information in
its possession or in the possession of any of its affiliates. In addition, in
making investment decisions for the Portfolio, the Sub-Advisor will not take
into consideration whether an issuer of securities proposed for purchase or
sale by the Portfolio is a customer of Bank of Ireland or its affiliates.
The Glass-Steagall Act prohibits a depository institution (such as
a bank) from underwriting or distributing most securities and from affiliating
with businesses engaged in certain similar activities. BIAM believes, based
on advice of its counsel, that it may perform the services for the Portfolio
contemplated by this Prospectus consistent with the Glass-Steagall Act and
other applicable banking laws and regulations. However, future changes in
either Federal or state statutes and regulations concerning the permissible
activities of banks and their affiliates, as well as future judicial or
administrative decisions or interpretations of present and future statutes
and regulations, might prevent BIAM from continuing to perform those services
for the Portfolio. State laws on this issue may differ from the interpretations
of relevant Federal law and banks and financial institutions may be required to
register as dealers pursuant to state securities law. If the circumstances
described above should change, the trustees of Worldwide Portfolios would review
the relationships with BIAM and consider taking all actions appropriate under
the circumstances.
ADVISORY FEES
Under the Investment Advisory Agreement for the Portfolio, the
Advisor is compensated for its services to the Portfolio by the payment of a
fee at the annual rate of _____% of the average daily net assets of the
Portfolio. The Advisor has agreed voluntarily to waive the investment
advisory fee paid by the Portfolio under the Investment Advisory Agreement to
the extent that the Portfolio's normal operating expenses in any fiscal year,
including the investment advisory fee and custodian fees, but excluding
brokerage commissions, interest, taxes and extraordinary expenses, exceed
_____% of the Portfolio's average daily net assets for that fiscal year. Any
reduction in the advisory fee paid by the Portfolio will also reduce the pro
rata share of the advisory fee borne indirectly by the Fund.
The Portfolio pays no fees directly to the Sub-Advisor. The
Sub-Advisor will receive from the Advisor a fee at the annual rate of ____%
of the average daily net assets of the Portfolio. During certain periods, the
Sub-Advisor may voluntarily waive all or a portion
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of its fee under the Sub-Advisory Agreement, which will not affect the fee
paid by the Portfolio to the Advisor.
PENDING SALE OF INTEREST IN ADVISOR
As mentioned above, the Portfolio's Advisor, BBOI Worldwide, is a
limited liability company formed in 1996 and 100% owned by Berger Associates.
BBOI Worldwide was organized by Berger Associates in anticipation of forming a
joint venture with BIAM for the purpose of managing international and global
mutual funds. Pursuant to the Amended and Restated Operating Agreement of
BBOI Worldwide LLC, dated as of May 1, 1996, between Berger Associates and
BIAM (the "Joint Venture Agreement"), BIAM (or an affiliate) has agreed to
acquire a 50% interest in the Advisor and thereby enter into a joint venture
with Berger Associates to become effective upon receipt of all regulatory
approvals. Berger Associates' role in the joint venture will be to provide
administration and marketing, and BIAM's role will be to provide international
and global investment management expertise. Day-to-day portfolio management
of the Portfolio will continue to be provided by BIAM under the Sub-Advisory
Agreement.
The Joint Venture Agreement provides that Berger Associates and
BIAM will each own a 50% membership interest in the Advisor and each will
have an equal number of representatives on the Advisor's Board of Managers.
Agreement of representatives of both Berger Associates and BIAM will be
required for all significant management decisions.
BIAM's acquisition of an interest in the Advisor is subject to
approval of the Federal Reserve Board of the United States and the Central
Bank of Ireland. In the event the joint venture is not consummated, Berger
Associates anticipates retaining its 100% interest in the Advisor, and BIAM
has agreed to continue to serve as the Sub-Advisor to the Portfolio for a
period of not less than six months thereafter, on usual and customary
contractual terms.
Consummation of BIAM's acquisition of a membership interest in the
Advisor might be deemed to effect a change of control in the Advisor and
thereby an "assignment" (as defined in the Investment Company Act of 1940)
and termination of the Portfolio's Investment Advisory and Sub-Advisory
Agreements. However, the trustees of Worldwide Portfolios have considered the
terms of the joint venture and various factors related to the proposal,
including that the day-to-day management of the Portfolio by BIAM is not
proposed to change. On the basis of the factors considered, the trustees,
including the trustees of Worldwide Portfolios who are not "interested
persons" (as that term is defined in the Investment Company Act of 1940) of
the Trust, the Advisor or Sub-Advisor, voting separately, have approved new
Investment Advisory and Sub-Advisory Agreements that will come into effect
upon consummation of the joint venture and any change of control in the
Advisor that may be deemed to result. The new Agreements have also been
approved by the Portfolio's initial investor. The new Agreements are
identical in their terms to the initial Agreements described in this
Registration Statement, except for commencement date. No further trustee or
investor vote is anticipated to approve the new Agreements upon
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consummation of the joint venture. Accordingly, prospective investors should
consider BIAM's pending acquisition of an interest in the Advisor at the time
they consider their initial investment in the Portfolio.
[_____________________, [address], serves as Worldwide Portfolios'
placement agent. [__________________ is a ___________ corporation organized
on _____________, 19__], and is the principal underwriter (distributor) for a
number of investment companies. [______________] receives no fee for its
services as placement agent for Worldwide Portfolios. [______________ is a
wholly-owned subsidiary of ___________________.]
See Item 16 in Part B for more information about the Portfolio's
service providers, their fees and Portfolio expenses.
ITEM 6. CAPITAL STOCK AND OTHER SECURITIES
Worldwide Portfolios is a Delaware business trust organized on May
31, 1996. The Portfolio was established on May 31, 1996, as a series or fund
under Worldwide Portfolios. The Portfolio commenced operations on
______________, 1996, subsequent to the transfer to the Portfolio of assets
held in a pooled trust. Worldwide Portfolios is authorized to issue an
unlimited number of interests in series. Currently, the series comprising
the Berger/BIAM International Portfolio is the only series established under
Worldwide Portfolios, although others may be added in the future.
Under Delaware law, investors in Worldwide Portfolios will enjoy
the same limitations on personal liability as extended to stockholders of a
Delaware corporation. Further, the Trust Instrument of Worldwide Portfolios
provides that no investor shall be personally liable for the debts, liabilities,
obligations and expenses incurred by, contracted for or otherwise existing with
respect to, Worldwide Portfolios or any particular series (fund) of Worldwide
Portfolios. 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 investors in Worldwide Portfolios 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 Worldwide Portfolios.
In order to protect investors from such potential liability,
Worldwide Portfolios' Trust Instrument requires that every written obligation
of Worldwide Portfolios or any series thereof contain a statement to the
effect that such obligation may only be enforced against the assets of
Worldwide Portfolios or such series. The Trust Instrument also
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provides for indemnification from the assets of the relevant series for all
losses and expenses incurred by any investor by reason of being or having
been an investor, and that Worldwide Portfolios shall, upon request, assume
the defense of any such claim made against such investor 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 an investor incurring financial loss on
account of investor liability is limited to circumstances in which the
Portfolio itself would be unable to meet its obligations. Worldwide
Portfolios believes that, in view of the above, the risk of personal
liability to investors in Worldwide Portfolios is remote. The trustees
intend to conduct the operations of Worldwide Portfolios and the Portfolio so
as to avoid, to the extent possible, liability of investors for liabilities
of Worldwide Portfolios or the Portfolio.
Each investor in the Portfolio is entitled to a vote in proportion
to the amount of its investment in the Portfolio. Interests in the Portfolio
have no preemptive rights, and since the Portfolio has only one class of
securities there are no sinking funds or arrearage provisions which may
affect the rights of interests in the Portfolio. Investors have no
conversion or subscription rights.
As of the date of this Registration Statement, all of the
outstanding interests in the Portfolio were held by Berger Associates, Inc.,
a Delaware corporation and controlling person of the Advisor, which provided
the seed capital necessary to establish Worldwide Portfolios.
The Portfolio determines its net income and realized capital gains,
if any, on each business day and allocates all such income and gain pro rata
among the investors in the Portfolio at the time of such determination in
accordance with their interests, as set forth in the Trust Instrument.
Under its anticipated method of operation, the Portfolio will not
be subject to any income tax. However, each investor in the Portfolio will
be taxable on its share (as determined in accordance with the governing
instruments of Worldwide Portfolios) of the Portfolio's ordinary income and
capital gain in determining its income tax liability. The determination of
such share will be made in accordance with the Internal Revenue Code of 1986,
as amended (the "Code"), and regulations promulgated thereunder.
It is intended that the Portfolio's assets, income and
distributions will be managed in such a way that an investor in the Portfolio
will be able to satisfy the requirements of Subchapter M of the Code,
assuming that the investor invested all of its assets in the Portfolio.
For more information on tax matters, see Item 20 in Part B.
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<PAGE>
Investor inquiries regarding Worldwide Portfolios may be directed
to Worldwide Portfolios at 210 University Blvd., Suite 900, Denver, Colorado
80202, 1-303-329-0200.
ITEM 7. PURCHASE OF SECURITIES BEING OFFERED
Beneficial interests in the Portfolio are issued solely in private
placement transactions which do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. Investments in the Portfolio may
only be made by investment companies, common or commingled trust funds or
similar organizations or entities that are "accredited investors" within the
meaning of Regulation D under the 1933 Act.
Each investor in the Portfolio may add to or reduce its investment
in the Portfolio on each day on which the net asset value is determined. The
net asset value of the Portfolio is determined at the close of the regular
trading session of the New York Stock Exchange (the "Exchange") (normally
4:00 p.m., New York time) each day that the Exchange is open. The net asset
value of the Portfolio is determined by dividing the total value of its
assets, less liabilities, by the total number of beneficial interests
outstanding.
The Portfolio's securities and other assets are valued as follows:
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 the
Portfolio 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 are valued at fair values
determined in good faith pursuant to consistently applied procedures
established by the trustees.
If the Portfolio writes a call option, the amount of the premium
received is recorded on the books of the Portfolio as an asset and an
equivalent liability. The amount of the liability is subsequently adjusted
to reflect the current market value of the option written, based upon the
last sale price in the case of exchange-traded options or, in the case of
options traded in the over-the-counter market, the mean of their current bid
and asked price. Any exchange-traded options purchased by the Portfolio are
valued at their last sale price or, in the case of options traded in the
over-the-counter market, at the mean of their current bid and asked price.
Futures contracts traded on an exchange are valued at their closing
settlement price on such exchange.
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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
Portfolio are determined as of the earlier of such market close or the
closing time of the Exchange. Occasionally, events affecting the value of
such securities may occur between the times at which they are determined and
the close of the Exchange, or when the foreign market on which such
securities trade is closed but the Exchange is open, which will not be
reflected in the computation of net asset value. If during such periods,
events occur which materially affect the value of such securities, the
securities will be valued at their fair market value as determined in good
faith pursuant to consistently applied procedures established by the trustees.
The securities held by the Portfolio 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 Portfolio's net asset value is not calculated. As a result, the net
asset value of the Portfolio may be significantly affected by such trading on
days when investors cannot purchase or redeem their interests in the
Portfolio.
The Portfolio does not impose any front end sales load or
redemption fee on any purchase or redemption of an interest in the Portfolio.
There is no minimum initial or subsequent investment in the Portfolio.
However, because the Portfolio intends to be as fully invested at all times
as is reasonably practicable in order to enhance the return on its assets,
investments should be made in federal funds (i.e., monies credited to the
account of the Portfolio's custodian bank by a Federal Reserve Bank).
The Portfolio reserves the right to cease accepting investments in
the Portfolio at any time or to reject any investment order. No share
certificate will be issued representing interests in the Portfolio.
ITEM 8. REDEMPTION OR REPURCHASE
An investor in the Portfolio may withdraw all or any portion of its
investment at the net asset value next determined if a withdrawal request in
proper form is furnished by the investor to Worldwide Portfolios by the
designated cutoff time for each accredited investor. The proceeds of a
reduction or withdrawal will be paid by Worldwide Portfolios in federal funds
normally on the business day the withdrawal is effected, but in any event
within seven days. Worldwide Portfolios, on behalf of the Portfolio,
reserves the right to pay redemptions in kind. See Item 19 in Part B.
Investments in the Portfolio may not be transferred.
The right of any investor to receive payment with respect to any
withdrawal may be suspended or the payment of the withdrawal proceeds
postponed during any period in which the Exchange is closed (other than
weekends or holidays) or trading on the Exchange
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is restricted or, to the extent otherwise permitted by the Investment Company
Act of 1940, if an emergency exists.
ITEM 9. PENDING LEGAL PROCEEDINGS
None.
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PART B
ITEM 10. COVER PAGE
This Part B sets forth information which may be of interest to
investors but which is not necessarily included in Part A as it may be
amended from time to time. This Part B should be read only in conjunction
with Part A, a copy of which may be obtained by an investor without charge by
writing Worldwide Portfolios or calling 1-800-___________.
ITEM 11. TABLE OF CONTENTS
General Information and History B-1
Investment Objective and Policies B-1
Management of the Registrant B-9
Control Persons and Principal Holders of Securities B-14
Investment Advisory and Other Services B-14
Brokerage Allocation and Other Practices B-16
Capital Stock and Other Securities B-17
Purchase, Redemption, and Pricing of Securities
Being Offered B-17
Tax Status B-18
Underwriters B-20
Calculation of Performance Data B-20
Financial Statements B-20
Appendix B-21
ITEM 12. GENERAL INFORMATION AND HISTORY
Not applicable.
ITEM 13. INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Portfolio is long-term capital
appreciation. Current income is not an investment objective of the Fund and
any income produced will be only of secondary importance as a by-product of
the investment selection process used to achieve the Fund's objective.
INVESTMENT POLICIES
Part A discusses the investment objective of the Portfolio and the
policies to be employed to achieve that objective. This section contains
supplemental information concerning the types of securities and other
instruments in which the Portfolio may invest, the investment policies and
portfolio strategies that the Portfolio may utilize and certain risks
attendant to those investments, policies and strategies.
B-1
<PAGE>
ILLIQUID AND RESTRICTED SECURITIES. The Portfolio is authorized to
invest in securities which are illiquid or not readily marketable because
they are subject to restrictions on their resale ("restricted securities") or
because, based upon their nature or the market for such securities, no ready
market is available. However, the Portfolio may not purchase any security,
the purchase of which would cause the Portfolio to invest more than 15% of
its net assets, measured at the time of purchase, in illiquid securities.
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 Portfolio's Sub-Advisor will determine
whether securities eligible for resale pursuant to 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). Investments in illiquid securities involve certain risks to the
extent that the Portfolio may be unable to dispose of such a security at the
time desired or at a reasonable price or, in some cases, may be unable to
dispose of it at all. In addition, in order to resell a restricted security,
the Portfolio might have to incur the potentially substantial expense and
delay associated with effecting registration.
REPURCHASE AGREEMENTS. The Portfolio may invest in repurchase
agreements with various financial organizations, including commercial banks,
registered broker-dealers and registered government securities dealers. A
repurchase agreement is a means of investing cash for a short period. A
repurchase agreement is an agreement under which the Portfolio acquires a
debt security (generally a 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 the Portfolio and is unrelated to the
interest rate on the underlying instrument.
In these transactions, the securities acquired by the Portfolio
(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
Portfolio's custodian bank until repurchased. In addition, the trustees will
establish guidelines and standards for review by the Sub-Advisor of the
creditworthiness of any bank, broker or dealer party to a repurchase
agreement with the Portfolio. The Portfolio will not enter into a repurchase
agreement maturing in more than seven days if as a result more than 15% of
the Portfolio's net assets would be invested in such repurchase agreements
and other illiquid securities.
The use of repurchase agreements involves certain risks. For
example, if the other party to the agreement defaults on its obligation to
repurchase the underlying security
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at a time when the value of the security has declined, the Portfolio 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 or other laws, a court may determine that the underlying
security is collateral for a loan by the Portfolio not within the control of
the Portfolio and therefore the realization by the Portfolio on such
collateral may automatically be stayed. Finally, it is possible that the
Portfolio 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. Although these risks are acknowledged, it is expected that they
can be controlled through careful monitoring procedures.
SECURITIES OF SMALLER COMPANIES. The Portfolio may
invest in securities of companies with small- or mid-sized market
capitalizations. Market capitalization is defined as total
current market value of a company's outstanding common stock.
Investments in companies with smaller market capitalizations may
involve greater risks and price volatility (that is, more abrupt
or erratic price movements) than investments in larger, more
mature companies since smaller companies may be at an earlier
stage of development and may have limited product lines, reduced
market liquidity for their shares, limited financial resources or
less depth in management than larger or more well 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 well
established companies.
UNSEASONED ISSUERS. The Portfolio may invest to a
limited degree in securities of unseasoned issuers. Unseasoned
issuers are companies with a record of less than three years'
continuous operation, even including the operations of any
predecessors and parents. Unseasoned issuers by their nature
have only a limited operating history which can be used for
evaluating the company's growth prospects. As a result,
investment decisions for these securities may place a greater
emphasis on current or planned product lines and the reputation
and experience of the company's management and less emphasis on
fundamental valuation factors than would be the case for more
mature growth companies. In addition, many unseasoned issuers
may also be small companies and involve the risks and price
volatility associated with smaller companies. The Portfolio may
invest up to 5% of its total assets in securities of unseasoned
issuers.
PASSIVE FOREIGN INVESTMENT COMPANIES (PFICs). The
Portfolio may purchase the securities of certain foreign
investment funds or trusts considered Passive Foreign Investment
Companies (PFICs) under U.S. tax laws. In addition to bearing
their proportionate share of the Portfolio's expenses (management
fees and operating expenses), investors and their beneficial
owners 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 Item 20 in Part B.
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WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The
Portfolio may purchase and sell securities on a when-issued or
delayed delivery basis. However, the Portfolio does not
currently intend 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 are purchased or sold by the
Portfolio 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 on a comparable security available
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 the Portfolio 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 the
Portfolio until it receives delivery or payment from the other
party to the transaction.
When the Portfolio purchases securities on a when-
issued basis, it will maintain in a segregated account with its
custodian cash, U.S. government securities or other high-grade
debt obligations readily convertible into cash having an
aggregate value equal to the amount of such purchase commitments,
until payment is made. If necessary, additional assets will be
placed in the account daily so that the value of the account will
equal or exceed the amount of the Portfolio's purchase
commitments.
LENDING OF SECURITIES. As discussed in Part A, the
Portfolio 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, the Portfolio 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 Portfolio'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 the
Portfolio. The Portfolio 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 Portfolio collateral
consisting of cash, an irrevocable letter of credit or securities
issued or guaranteed by the U.S. 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 Portfolio at any time and (d) the Portfolio receive
reasonable interest on the loan, which interest may include the
Portfolio's investing cash collateral in interest bearing short-
term investments, and (e) the Portfolio receive all dividends and
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distributions on the loaned securities and any increase in the
market value of the loaned securities.
The Portfolio bears a risk of loss in the event that
the other party to a securities lending transaction defaults on
its obligations and the Portfolio 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 Portfolio seeks to
assert these rights, the risk of incurring expenses associated
with asserting these rights and the risk of losing all or a part
of the income from the transaction. The Portfolio will not lend
its portfolio securities if, as a result, the aggregate value of
such loans would exceed 33-1/3% of the value of the Portfolio's
total assets. Loan arrangements made by the Portfolio will
comply with all other applicable regulatory requirements,
including the rules of the 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 Worldwide Portfolio's trustees.
HEDGING WITH FORWARD CONTRACTS. As described in Part
A, the Portfolio is authorized to make limited investments in
certain forward contracts, but only for the purpose of hedging,
that is, protecting against the risk of market movements that may
adversely affect the value (in local or U.S. dollar terms) of the
Portfolio's securities or the price of securities that the
Portfolio is considering purchasing. A hedging transaction may
partially protect the Portfolio from a decline in the value of a
particular security or its portfolio generally, although the cost
of the transaction will reduce the potential return on the
security or the portfolio.
Any utilization of forwards or any other hedging
technique (investing, for example, in futures or options) is
subject to policies and procedures which may be established and
changed by the trustees from time to time without shareholder
vote. Currently, the Portfolio is authorized to invest only in
forward contracts for hedging purposes and is not permitted to
invest in futures or options. The following information should
be read in conjunction with the information concerning the
Portfolio's investment in forwards and the risks of such
investments contained in Part A.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. A forward
contract is an 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 Portfolio currently intends that the only forward
contracts or commitments that it might enter into for hedging
purposes are forward foreign currency exchange contracts,
although the Portfolio may enter into additional forms of forward
contracts or commitments in the future if they become available
and advisable in light of the Portfolio's objective and
investment policies. Forward contracts generally are negotiated
in an interbank market conducted directly between traders (usually
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large commercial banks) and their customers. Unlike
futures contracts, which are standardized 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 Portfolio's
principal uses of forward foreign currency exchange contracts
("forward currency contracts"). The Portfolio may enter into
forward currency contracts with stated contract values of up to
the value of the Portfolio'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). The Portfolio 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 for securities
it has agreed to buy or sell ("transaction hedge"). The
Portfolio also may hedge some or all of its investments
denominated in foreign currency against a decline in the value of
that currency relative to the U.S. dollar by entering into
forward currency contracts to sell an amount of that currency (or
a proxy currency whose performance is expected to replicate or
exceed the performance of that currency relative to the U.S.
dollar) approximating the value of some or all of its portfolio
securities denominated in that currency ("position hedge"). The
Portfolio also may enter into a forward currency contract with
respect to a currency where the Portfolio 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 the Portfolio'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 the Portfolio's currency exposure from one
foreign currency to another limits the Portfolio's opportunity to
profit from increases in the value of the original currency and
involves a risk of increased losses to the Portfolio if the Sub-
Advisor's projection of future exchange rates is inaccurate.
The Portfolio 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 the Portfolio is not able to
cover its forward currency positions with underlying portfolio
securities, the Portfolio's custodian will segregate cash or
high-grade liquid assets having a value equal to the aggregate
amount of the Portfolio'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
Portfolio must find alternative cover or segregate additional
cash or high-grade liquid assets on a daily basis so that the
value of the covered and segregated assets will be equal to the
amount of the Portfolio's commitments with respect to such
contracts.
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While forward contracts are not currently regulated by
the Commodity Futures Trading Commission ("CFTC"), the CFTC may
in the future assert authority to regulate forward contracts. In
such event, the Portfolio's ability to utilize forward contracts
may be restricted. The Portfolio 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 Portfolio assets. In
addition, when the Portfolio enters into a privately negotiated
forward contract with a counterparty, the Portfolio assumes
counterparty credit risk, that is, the risk that the counterparty
will fail to perform its obligations, in which case the Portfolio
could be worse off than if the contract had not been entered
into. Unlike many exchange-traded futures contracts and options
on futures, there are no daily price fluctuation limits with
respect to forward contracts and other negotiated or over-the-
counter instruments, and with respect to those contracts, adverse
market movements could therefore continue to an unlimited extent
over a period of time. However, the Portfolio intends to monitor
its investments closely and will attempt to renegotiate or close
its positions when the risk of loss to the Portfolio becomes
unacceptably high.
PORTFOLIO TURNOVER. Although the annual portfolio
turnover rate of the Portfolio will vary, it is normally expected
to range from 25% to 75%. In pursuit of the Portfolio's
investment objective, the Sub-Advisor continuously monitors the
Portfolio's investments and makes portfolio changes whenever
changes in investment themes, the fundamentals of any portfolio
company or the price of any portfolio security indicate to the
Sub-Advisor that more attractive alternatives exist or that the
Portfolio's investment objective could be better achieved by
investment in another security, regardless of portfolio turnover.
In addition, portfolio turnover may increase as a result of large
amounts of purchases and redemptions of interests in the
Portfolio due to economic, market or other factors that are not
within the control of management.
INVESTMENT RESTRICTIONS
The Portfolio has adopted certain fundamental
restrictions on its investments and other activities, and none of
these restrictions may be changed without the approval of (i) 67%
or more of the total beneficial interest of the Portfolio present
at a meeting of investors thereof if the holders of more than 50%
of the total beneficial interest are present or represented by
proxy, or (ii) more than 50% of the total beneficial interest of
the Portfolio.
The following fundamental restrictions apply to the
Portfolio. The Portfolio may not:
1. With respect to 75% of the Portfolio'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 Portfolio in
the securities of such issuer exceeds 5% of the value of the
Portfolio's total assets or (b) the Portfolio owns more than 10%
of the outstanding voting securities of such issuer.
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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 Portfolio'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
Portfolio's total assets taken at market value. When borrowings exceed 5% of
the Portfolio's total assets, the Portfolio will not purchase portfolio
securities.
4. Act as a securities underwriter (except to the extent the
Portfolio 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 Portfolio may enter into
repurchase agreements and may lend portfolio securities in accordance with
the Portfolio's investment policies. The Portfolio 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 Portfolio uses the industry groups designated by the Financial
Times World Index Service.
The trustees have adopted additional non-fundamental investment
restrictions for the Portfolio. These limitations may be changed by the
trustees without a vote of investors. The non-fundamental investment
restrictions include the following:
1. With respect to 100% of the Portfolio's total assets, the
Portfolio 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 Portfolio in the securities of such
issuer exceeds 5% of the value of the Portfolio's total assets or (b) the
Portfolio owns more than 10% of the outstanding voting securities of such
issuer.
2. The Portfolio may not purchase securities of any company
which, including its predecessors and parents, has a record of less than
three years' continuous operation, if such purchase would cause the
Portfolio's investments in all such companies taken at cost to exceed 5% of
the value of the Portfolio's total assets.
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3. The Portfolio may not purchase securities on margin from a
broker or dealer, except that the Portfolio 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 Portfolio from entering into futures, forwards and options
contracts or from making margin payments and other deposits in connection
therewith.
4. The Portfolio 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).
5. The Portfolio may not invest in companies for the purposes of
exercising control of management.
6. The Portfolio 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 Portfolio, taken at
market value at the time of purchase would be invested in such securities.
7. The Portfolio may not enter into any futures, forwards or
options, except that only for the purpose of hedging, the Portfolio may enter
into forward foreign currency exchange contracts with stated contract values
of up to the value of the Portfolio's assets.
8. The Portfolio 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.
9. The Portfolio may not purchase or sell any interest in an oil,
gas or mineral development or exploration program, including investments in
oil, gas or other mineral leases, rights or royalty contracts (except that
the Portfolio may invest in the securities of issuers engaged in the
foregoing activities).
10. The Portfolio may not invest more than 5% of its net assets in
warrants. Included in that amount, but not to exceed 2% of net assets, are
warrants whose underlying securities are not traded on principal domestic or
foreign exchanges. Warrants acquired by the Portfolio in units or attached to
securities are not subject to these limits.
ITEM 14. MANAGEMENT OF THE REGISTRANT
The trustees and executive officers of Worldwide Portfolios are
listed below, together with information which includes their principal
occupations during the past five years and other principal business
affiliations. The trustees and executive officers of the Trust also serve in
the same capacities as trustees and officers of Worldwide Portfolios.
* GERARD M. LAVIN, 210 University Boulevard, Suite 900, Denver,
CO 80206, age 53. President and a trustee of Berger/BIAM
Worldwide Portfolios Trust and Berger/BIAM Worldwide Funds
Trust since their inception in May 1996. President and a
trustee of Berger Institutional Products Trust since its
inception in October
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1995. President and a director since April 1995 of Berger
Associates, Inc. A Vice President of DST Systems, Inc.
(data processing) since July 1995. Director of First of
Michigan Capital Corp. (holding company) and First of
Michigan Corp. (broker-dealer) since March 1995. Formerly
President and Chief Executive Officer of Investors
Fiduciary Trust Company (banking) from February 1992 to
March 1995 and Chief Operating Officer of SUNAMERICA Asset
Management Co. (money management) from January 1990 to
February 1992.
DENNIS E. BALDWIN, 3481 South Race Street, Englewood, CO
80110, age 67. President, Baldwin Financial Counseling.
Formerly (1978-1990), Vice President and Denver Office
Manager of Merrill Lynch Capital Markets. Director of
Berger 100 Fund and Berger Growth and Income Fund. Trustee
of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust and
Berger/BIAM Worldwide Portfolios Trust.
* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900,
Denver, CO 80206, age 70. Director and, formerly,
President (1974-1994) of Berger 100 Fund and Berger Growth
and Income Fund. Trustee of Berger Investment Portfolio
Trust since its inception in August 1993 (Chairman of the
Trustees through November 1994). Trustee of Berger
Institutional Products Trust since its inception in October
1995. Trustee of Berger/BIAM Worldwide Funds Trust and
Berger/BIAM Worldwide Portfolios Trust since their
inception in May 1996. Chairman (since 1994) and a
Director (since 1973) and, formerly, President (1973-1994)
of Berger Associates, Inc.
LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, age 70.
President, Climate Engineering, Inc. (building
environmental systems). Director of Berger 100 Fund and
Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products
Trust, Berger/BIAM Worldwide Funds Trust and Berger/BIAM
Worldwide Portfolios Trust.
KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age
51. President, Cattanach & Associates, Ltd. (investment
consulting firm). Formerly (1981-1988), Executive Vice
President, Captiva Corporation, Denver, Colorado (private
investment management firm). Ph.D. in Finance (Arizona
State University); Chartered Financial Analyst (CFA).
Director of Berger 100 Fund and Berger Growth and Income
Fund. Trustee of Berger Investment Portfolio Trust, Berger
Institutional Products Trust, Berger/BIAM Worldwide Funds
Trust and Berger/BIAM Worldwide Portfolios Trust.
LUCY BLACK CREIGHTON, 1917 Leyden Street, Denver, CO 80220,
age 68. Associate, University College, University of
Denver. Formerly, President of the Colorado State Board of
Land Commissioners (1989-1995), and Vice President and
Economist (1983-1988) and Consulting Economist (1989) for
First Interstate Bank of Denver. Ph.D. in Economics
(Harvard University). 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 and Berger/BIAM
Worldwide Portfolios Trust.
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PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago,
IL 60602, age 50. Since 1991, Director, Chairman,
President and Chief Executive Officer of Catalyst Institute
(international public policy research organization focused
primarily on financial markets and institutions) and
Catalyst Consulting (international financial institutions
business consulting firm). Formerly (1988-1991), Director,
President and Chief Executive Officer of Kessler Asher
Group (brokerage, clearing and trading firm). Director of
Berger 100 Fund and Berger Growth and Income Fund. Trustee
of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust and
Berger/BIAM Worldwide Portfolios Trust.
HARRY T. LEWIS, JR., 370 17th Street, Suite 3560, Denver, CO
80202, age 63. 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 Berger 100 Fund
and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products
Trust, Berger/BIAM Worldwide Funds Trust and Berger/BIAM
Worldwide Portfolios Trust.
MICHAEL OWEN, 412 Reid Hall, Montana State University,
Bozeman, MT 59717, age 59. Since 1994, Dean, and since
1989, a member of the Finance faculty, of the College of
Business, Montana State University. Self-employed as a
financial and management consultant, and in real estate
development. Formerly (1976-1989), Chairman and Chief
Executive Officer of Royal Gold, Inc. (mining). Chairman
of the Board of Berger 100 Fund and Berger Growth and
Income Fund. Chairman of the Trustees of Berger Investment
Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust.
WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO
80135, age 67. President, Sinclaire Cattle Co., and
private investor. Director of Berger 100 Fund and Berger
Growth and Income Fund. Trustee of Berger Investment
Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust.
* CRAIG D. CLOYED, 210 University Boulevard, Suite 900, Denver,
CO 80206, age 50. Vice President of Berger/BIAM Worldwide
Funds Trust and Berger/BIAM Worldwide Portfolios Trust
since their inception in May 1996. Also, Vice President
and Chief Marketing Officer of Berger Associates, Inc.,
since August 1995, and President, CEO and a director of
Berger Distributors, Inc., since its inception in May 1996.
Formerly (September 1989 to August 1995), Senior Vice
President of INVESCO Funds Group (mutual funds).
* KEVIN R. FAY, 210 University Boulevard, Suite 900, Denver,
CO 80206, age 40. Vice President, Secretary and Treasurer
of Berger 100 Fund and Berger Growth and Income Fund since
October 1991, of Berger Investment Portfolio Trust since
its inception in August 1993, of Berger Institutional
Products Trust since its inception in October 1995 and of
Berger/BIAM Worldwide Funds Trust and Berger/BIAM
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<PAGE>
Worldwide Portfolios Trust since their inception in May
1996. Also, Vice President-Finance and Administration,
Secretary and Treasurer of Berger Associates, Inc., since
September 1991, and a director of Berger Distributors,
Inc., since its inception in May 1996. Formerly, Financial
Consultant (registered representative) with Neidiger Tucker
Bruner, Inc. (broker-dealer) (October 1989 to September
1991) and Financial Consultant with Merrill Lynch, Pierce,
Fenner & Smith, Inc. (October 1985 to October 1989).
________________
* Interested person (as defined in the Investment Company Act of
1940) of the Portfolio and of the Portfolio's Advisor or Sub-
Advisor.
TRUSTEE COMPENSATION
Officers of Worldwide Portfolios receive no compensation from
Worldwide Portfolios. However, trustees of Worldwide Portfolios who are not
interested persons of the Portfolio's Advisor or Sub-Advisor are compensated
for their services according to a fee schedule, allocated among the Berger
and Berger/BIAM Funds, which includes an annual fee component and a per
meeting fee component. Neither the officers of Worldwide Portfolios nor the
trustees receive any form of pension or retirement benefit compensation from
Worldwide Portfolios.
Set forth below is information regarding compensation (including
reimbursement of expenses) estimated to be paid or accrued during the current
fiscal year ended September 30, 1996, for each trustee of Worldwide
Portfolios and of the other funds in the Berger Fund and Berger/BIAM Fund
complex.
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<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
NAME AND POSITION WITH AGGREGATE AGGREGATE
BERGER AND BERGER/BIAM COMPENSATION COMPENSATION
FUNDS FROM FROM
THE ALL BERGER
PORTFOLIO(1) AND
BERGER/BIAM
FUNDS(2)
- ------------------------------------------------------------------------------
Dennis E. Baldwin(3) $46,617
- ------------------------------------------------------------------------------
William M.B. Berger(3),(5) $0
- ------------------------------------------------------------------------------
Louis R. Bindner (3) $39,687
- ------------------------------------------------------------------------------
Katherine A. Cattanach(3) $45,000
- ------------------------------------------------------------------------------
Lucy Black Creighton(3) $38,132
- ------------------------------------------------------------------------------
Paul R. Knapp(3) $50,976
- ------------------------------------------------------------------------------
Gerard M. Lavin(4),(5) $0
- ------------------------------------------------------------------------------
Harry T. Lewis(3) $43,500
- ------------------------------------------------------------------------------
Michael Owen(3) $57,544
- ------------------------------------------------------------------------------
William Sinclaire(3) $38,247
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
(1) Includes only the portion of the trustee compensation paid by Worldwide
Portfolios to its trustees, which is allocated among the investors in
Worldwide Portfolios.
(2) Consisting of Berger 100 Fund, Berger Growth and Income Fund, Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust.
(3) 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 and Berger/BIAM Worldwide Portfolios
Trust.
(4) Trustee of Berger Institutional Products Trust, Berger/BIAM Worldwide
Funds Trust and Berger/BIAM Worldwide Portfolios Trust.
(5) Interested person of the Berger/BIAM Worldwide Funds Trust and/or the
Portfolio's Advisor or Sub-Advisor.
Trustees may elect to defer receipt of all or a portion of their
fees pursuant to a fee deferral plan adopted by Worldwide Portfolios. Under
the plan, deferred fees are credited to an account and adjusted thereafter to
reflect the investment experience of whichever of the Berger or Berger/BIAM
Funds (or approved money market funds) is designated by the trustees for this
purpose. Pursuant to an exemptive order of the Commission, Worldwide
Portfolios 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. Worldwide Portfolios'
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<PAGE>
obligation to make payments of deferred fees under the plan is a general
obligation of Worldwide Portfolios.
ITEM 15. CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES
As of the date of this Registration Statement, all of the
outstanding interests in the Portfolio were held by Berger Associates, Inc.,
a Delaware corporation and controlling person of the Advisor, which provided
the seed capital necessary to establish Worldwide Portfolios.
As of the date of this Registration Statement, the officers and
trustees of Worldwide Portfolios as a group owned of record or beneficially
no interest in the Portfolio.
ITEM 16. INVESTMENT ADVISORY AND OTHER SERVICES
For information concerning the Advisor and the Sub-Advisor, their
controlling persons and affiliates, see Items 5 and 14 above.
For its services under the Investment Advisory Agreement, the
Advisor is paid a fee described in Item 5 of Part A. For its services under
the Sub-Advisory Agreement, the Sub-Advisor is also paid a fee described in
Item 5 in Part A.
Under the Investment Advisory Agreement between the Advisor and
Berger/BIAM Worldwide Portfolios Trust with respect to the Portfolio, the
Advisor oversees, evaluates and monitors the investment advisory services
provided to the Portfolio by the Sub-Advisor and furnishes general business
management and administrative services to the Portfolio.
The Investment Advisory Agreement will continue in effect until
April 1998, 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 Portfolio and in either case by
vote of a majority of the trustees of Worldwide Portfolios who are not
"interested persons" (as that term is defined in the Investment Company Act
of 1940) of the Portfolio or the Advisor. The Agreement is subject to
termination by the Portfolio 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, the Advisor has delegated day-to-day portfolio management
responsibility to the Sub-Advisor. The Sub-Advisor formulates a continuing
program for management of the assets of the Portfolio consistent with the
investment objective and policies established by the trustees of Worldwide
Portfolios.
The Sub-Advisory Agreement will continue in effect until April
1998, 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 Portfolio and in either case by vote of a majority
of the trustees of Worldwide Portfolios who are not "interested persons" (as
that term is defined in the Investment Company Act of 1940) of the Portfolio
or
B-14
<PAGE>
the Advisor or the Sub-Advisor. The Sub-Advisory Agreement is subject to
termination by the Portfolio, the Advisor or the Sub-Advisor 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.
Expenses of the Portfolio include, among others, its pro rata share
of the expenses of Worldwide Portfolios of which the Portfolio is a series,
such as: expenses of registering Worldwide Portfolios with securities
authorities; the compensation of its trustees who are not "interested
persons" (as that term is defined in the Investment Company Act of 1940) of
the Trust, the Advisor or Sub-Advisor; expenses of preparing reports to
investors and to governmental offices and commissions; expenses of meetings
of investors and trustees of Worldwide Portfolios; legal fees; and insurance
premiums of Worldwide Portfolios. Expenses of the Portfolio also include,
among others, expenses connected with the execution of portfolio
transactions, including brokerage commissions on purchases and sales of
portfolio securities (which are considered a cost of securities of the
Portfolio); custodian fees; auditors' fees; taxes imposed on the Portfolio;
recordkeeping and pricing agent fees; transfer agent fees; the fees payable
to the Advisor under the Investment Advisory Agreement; and such other
non-recurring and extraordinary items as may arise from time to time.
The Advisor has agreed voluntarily to waive the investment advisory
fee paid by the Portfolio under the Investment Advisory Agreement to the
extent that the Portfolio's normal operating expenses in any fiscal year,
including the investment advisory fee and custodian fees, but excluding
brokerage commissions, interest, taxes and extraordinary expenses, exceed
_____% of the Portfolio's average daily net assets for that fiscal year.
SERVICE ARRANGEMENTS FOR THE PORTFOLIO
The Portfolio has appointed IFTC as recordkeeping and pricing agent
to calculate the daily net asset value of the Portfolio and to perform
certain accounting and recordkeeping functions required by the Portfolio. In
addition, the Portfolio has appointed IFTC as its custodian and transfer
agent. IFTC has engaged DST as sub-agent to provide transfer agency services
for the Portfolio.
For custodian, recordkeeping and pricing services, the Portfolio
pays fees directly to IFTC based on a percentage of its net assets, subject
to certain minimums. The Portfolio also pays a monthly fee based primarily
on the number of accounts maintained on behalf of the Portfolio for transfer
agency services, which fees are paid by the Portfolio to IFTC and in turn
passed through to DST as sub-agent. In addition, the Portfolio reimburses
IFTC and DST for certain out-of-pocket expenses.
The trustees of Worldwide Portfolios 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
are effected through DSTS, the commission received by DSTS is credited
against, and thereby reduces, certain operating expenses that the Portfolio
would otherwise be obligated to pay. No portion of the commission is
retained by DSTS.
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<PAGE>
ITEM 17. BROKERAGE ALLOCATION AND OTHER PRACTICES
Although the Portfolio retains full control over its own investment
policies, the Sub-Advisor is authorized to place the portfolio transactions
of the Portfolio. The Sub-Advisor is required to report on the placement of
brokerage business to the trustees of Worldwide Portfolios every quarter,
indicating the brokers with whom portfolio business was placed and the basis
for such placement.
The Investment Advisory Agreement that the Portfolio has with the
Advisor and the Sub-Advisory Agreement between the Advisor and the
Sub-Advisor authorizes and directs portfolio transactions for the Portfolio
to be placed 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, the Sub-Advisor is specifically authorized 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 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 Sub-Advisor.
In accordance with these provisions, the Sub-Advisor may place
portfolio brokerage business of the Portfolio with brokers who provide useful
research services to the Sub-Advisor. Such research services would typically
consist of studies made by investment analysts or economists relating either
to the past record of and future outlook for companies and the industries in
which they operate, or to national and worldwide economic conditions,
monetary conditions and trends in investors' sentiment, and the relationship
of these factors to the securities market. In addition, such analysts may be
available for regular consultation so that the Sub-Advisor may be apprised of
current developments in the above-mentioned factors.
The research services received from brokers could be helpful to the
Sub-Advisor in performing its investment advisory responsibilities to the
Portfolio, but they are not essential, and the availability of such services
from brokers does not reduce the responsibility of the Sub-Advisor's advisory
personnel to analyze and evaluate the securities in which the Portfolio
invests. The research services obtained as a result of the Portfolio's
brokerage business may also be useful to the Sub-Advisor 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 the Sub-Advisor in rendering investment advice to the
Portfolio. Although such research services may be deemed to be of value to
the Sub-Advisor, they are not expected to decrease the expenses that the
Sub-Advisor would otherwise incur in performing its investment advisory
services for the Portfolio nor will the fee that is received by the
Sub-Advisor from the Advisor or the advisory fee received by the Advisor from
the Portfolio be reduced as a result of the availability of such research
services from brokers.
The trustees of Worldwide Portfolios 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
are effected through DSTS, the commission received by DSTS is credited
against, and thereby reduces, certain operating
B-16
<PAGE>
expenses that the Portfolio would otherwise be obligated to pay. No portion
of the commission is retained by DSTS.
The trustees of Worldwide Portfolios have also authorized the
Sub-Advisor to consider sales of shares of the funds investing in the
Portfolio by a broker-dealer or the recommendations of a broker-dealer to its
customers that they purchase such shares as a factor in the selection of
broker-dealers to execute securities transactions for the Portfolio. In
placing portfolio business with such broker-dealers, the Sub-Advisor will
seek the best execution of each transaction.
ITEM 18. CAPITAL STOCK AND OTHER SECURITIES
Interests in the Portfolio are fully paid and nonassessable when
sold. All interests sold by the Portfolio participate in proportionately in
distributions by the Portfolio, and in the residual assets of the Portfolio
in the event of its liquidation.
Investors in the Portfolio and the other series of Worldwide
Portfolios generally vote separately on matters relating to those respective
series, although they vote together and with the holders of any other series
of Worldwide Portfolios issued in the future in the election of trustees and
on all matters relating to the trust as a whole. Each investor in the
Portfolio is entitled to a vote proportionate to its interest in the
Portfolio. Interests in the Portfolio have noncumulative voting rights,
which means that the holders of more than 50% of the beneficial interest in
the Portfolio 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 interest voting for the election of trustees
will not be able to elect any person or persons as trustees. The Portfolio
is not required to hold annual investor meetings unless required by the
Investment Company Act of 1940 or other applicable law or unless called by
the trustees.
If investors owning at least 10% of the outstanding interest in
Worldwide Portfolios so request, a special investors' meeting 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 total
beneficial interest in Worldwide Portfolios so request. Subject to certain
limitations, Worldwide Portfolios will facilitate appropriate communications
by investors desiring to call a special meeting for the purpose of
considering the removal of a trustee.
For additional information concerning interests in the Portfolio,
see Item 6 in Part A.
ITEM 19. PURCHASE, REDEMPTION AND PRICING OF SECURITIES BEING OFFERED
Beneficial interests in the Portfolio are issued solely in private
placement transactions that do not involve any "public offering" within the
meaning of Section 4(2) of the 1933 Act. See Item 4 in Part A.
For a description of the method by which the net asset value of the
Portfolio is calculated, see Item 7 in Part A.
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<PAGE>
The right of redemption may be suspended for any period during which
the Exchange is closed or the Commission determines that trading on the Exchange
is restricted, or when there is an emergency as determined by the Commission as
a result of which it is not reasonably practicable for the Portfolio to dispose
of securities owned by it or to determine the value of its net assets, or for
such other period as the Commission may by order permit for the protection of
investors in the Portfolio.
The Portfolio intends to redeem interests only for cash, although it
retains the right to redeem interests in kind under unusual circumstances, in
order to protect the interests of the remaining investors, by the delivery of
securities selected from its assets at its discretion. The Portfolio is,
however, governed by Rule 18f-1 under the Investment Company Act of 1940
pursuant to which the Portfolio is obligated to redeem interests solely in cash
up to the lesser of $250,000 or 1% of the net assets of the Portfolio during any
90-day period for any one investor. Should redemptions by any investor during
any 90-day period exceed such limitation, the Portfolio will have the option of
redeeming the excess in cash or in kind. If interests are redeemed in kind, the
redeeming investor might incur brokerage costs in converting the assets to cash.
The method of valuing securities used to make redemption in kind will be the
same as the method of valuing portfolio securities described above. Investors
have the ability to request in writing a review of the valuation of in-kind
redemptions, which will be considered by the trustees of Worldwide Portfolios
within 90 days of such written request.
ITEM 20. TAX STATUS
It is anticipated that (1) the Portfolio will be treated for U.S.
Federal income tax purposes as a partnership, and (2) for purposes of
determining whether a mutual fund investing in the Portfolio satisfies the
income and diversification requirements to maintain its status as a regulated
investment company under the Code, the investor in the Portfolio will be deemed
to own a proportionate share of the Portfolio's assets and will be deemed to be
entitled to the Portfolio's income or loss attributable to that share. The
Portfolio has advised its initial investors that it intends to conduct its
operations so as to enable its investors to satisfy those requirements.
The Portfolio itself is not expected to be subject to federal income
tax, but each investor will be required to take into account for Federal U.S.
income tax purposes its share of the Portfolio's income, gains, losses,
deductions, credits and tax preference items, without regard to whether it has
received any cash distributions from the Portfolio.
Withdrawals by investors from the Portfolio generally will not result
in their recognizing any gain or loss for federal income tax purposes, except
that (1) gain will be recognized to the extent that any cash distributed exceeds
the basis of the investor's interest in the Portfolio prior to the distribution,
(2) income or gain will be recognized if the withdrawal is in liquidation of the
investor's entire interest in the Portfolio and includes a disproportionate
share of any unrealized receivables held by the Portfolio, and (3) loss, if
realized, will be recognized if the distribution is in liquidation of that
entire interest and consists solely of cash and/or unrealized receivables. The
basis of an investor's interest in a Portfolio generally equals the amount of
cash and the basis of any property that the investor invests in the Portfolio,
increased by the investor's share of income from the Portfolio and
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<PAGE>
decreased by the amount of any cash distributions and the basis of any property
distributed from the Portfolio.
Although, as described above, the Portfolio is not expected to be
subject to federal income tax, it will file appropriate income tax returns.
FOREIGN SOURCE INCOME
Income received by the Portfolio from sources within foreign countries
may be subject to withholding and other income or similar taxes imposed by such
countries. The U.S. has entered into tax treaties with many foreign countries
that, in some circumstances, may entitle the Portfolio to a reduced rate of tax
or exemption from tax on such income.
The amount, timing and character of Portfolio income may be affected
by certain special U.S. tax rules that may apply to various investments of the
Portfolio, including the following:
CURRENCY TRANSACTIONS. On the disposition of foreign
currency, foreign currency denominated debt securities, and certain
financial contracts, forward contracts and options, gains or losses
attributable to currency fluctuations will be treated as ordinary gain
or loss. These gains or losses, termed "section 988" gains or losses,
may increase, decrease or eliminate the ordinary income of the
Portfolio.
OPTIONS, FUTURES AND HEDGING TRANSACTIONS. On the
disposition of certain options, futures contracts and forward
contracts (termed "section 1256 contracts"), the resulting gains or
losses generally are considered 60% long-term and 40% short-term
capital gains or losses, regardless of the amount of time the
Portfolio has held the option or contract. However, foreign currency
gains or losses (as discussed above) arising from certain section 1256
contracts may be treated as ordinary income or loss. In addition,
section 1256 contracts held by the Portfolio at the end of each
taxable year and on certain other dates prescribed by the tax laws are
"marked-to-market" such that unrealized gains or losses are treated as
though they were realized. Further, requirements relating to the tax
status of certain investors in the Portfolio as regulated investment
companies may limit the extent to which the Portfolio will be able to
engage in transactions in options, futures contracts and forward
contracts.
Hedging transactions undertaken by the Portfolio may result
in "straddles" for U.S. Federal income tax purposes, affecting the
character of gains (or losses) realized by the Portfolio. In
addition, losses realized by the Portfolio on straddle positions may
be deferred.
PASSIVE FOREIGN INVESTMENT COMPANIES. The Portfolio may
invest in foreign entities that are classified as passive foreign
investment companies ("PFICs") for U.S. tax purposes. If the
Portfolio receives an "excess distribution" with respect to PFIC
stock, the Portfolio itself or its investors
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may be subject to tax on a portion of the excess distribution.
However, the Portfolio may be eligible to elect one of two alternative
tax treatments with respect to PFIC shares which would avoid the
foregoing "excess distribution" taxes, but also may affect, among
other things, the amount and character of gain or loss and the timing
of the recognition of income with respect to PFIC shares. Accordingly,
the amounts, character and timing of income distributed to investors
of the Portfolio may differ substantially as compared to a fund that
did not invest in PFIC shares.
The foregoing is not an exhaustive presentation of all tax issues
relevant to an investment in the portfolio. Accordingly, investors are advised
to consult their own tax advisors with respect to the particular tax
consequences to them of an investment in the Portfolio.
ITEM 21. UNDERWRITERS
The placement agent for the Portfolio is [________________], which
receives no compensation for serving in this capacity. Eligible investors may
continuously invest in the Portfolio.
ITEM 22. CALCULATION OF PERFORMANCE DATA
Not applicable.
ITEM 23. FINANCIAL STATEMENTS
Investors of record will receive unaudited semi-annual reports and
annual reports audited by the Portfolio's independent public accountants.
The financial statements included herein have been included in
reliance upon the report of Price Waterhouse LLP, independent public
accountants, as experts in accounting and auditing:
For Berger/BIAM Worldwide Portfolios Trust:
Report of the Independent Accountants, dated _______, 1996
Statement of Assets and Liabilities, as of ____________, 1996
Notes to Financial Statement, dated _________________, 1996
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APPENDIX A
HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS
The Portfolio may purchase securities which are convertible into
common stock when the Portfolio's Sub-Advisor believes they offer the potential
for a higher total return than nonconvertible securities. While fixed income
securities generally have a priority claim on a corporation's assets over that
of common stock, some of the convertible securities which the Portfolio 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 Portfolio 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.
Specifically, corporate debt securities which are below investment
grade (securities rated Ba or lower by Moody's or BB or lower by Standard &
Poor's) and unrated securities which the Portfolio may purchase and hold are
subject to a higher risk of non-payment of principal or interest, or both, than
higher grade debt securities. Generally speaking, the lower the quality of a
debt security (which may be reflected in its Moody's and/or Standard & Poor's
ratings), the higher the yield it will provide, but the greater the risk that
interest or principal payments will not be made when due. Thus, the lower the
grade of a security, the more speculative characteristics it generally has.
Information about the ratings of Moody's and Standard & Poor's, and the
investment risks associated with the various ratings, is set forth below.
The market prices of these lower grade convertible 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.
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.
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
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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.
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<PAGE>
KEY TO STANDARD & POOR'S CORPORATE RATINGS
AAA-Debt rated AAA has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.
AA-Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A-Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
BBB-Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions, or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.
BB, B, CCC, CC and C-Debt rated BB, B, CCC, CC and C is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are out-weighed by the large uncertainties or major risk
exposures to adverse conditions.
C1-The rating C1 is reserved for income bonds on which no interest is
being paid.
D-Debt rated D is in default, and payment of interest and/or repayment
of principal is in arrears.
Plus (+) or Minus (-)-The ratings from "AA" to "CCC" may be modified
by the addition of a plus or minus sign to show relative standing within the
major rating categories.
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<PAGE>
PART C OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
In Part A of the Registration Statement:
None.
To be included in Part B of the Registration Statement in a Pre-
Effective Amendment to this Registration Statement:
For Berger/BIAM Worldwide Portfolios Trust:
Report of the Independent Accountants, dated __________, 1996
Statement of Assets and Liabilities of Berger/BIAM International
Portfolio, as of ____________, 1996
Notes to Financial Statement, dated _________________, 1996
In Part C of the Registration Statement:
None.
(b) Exhibits
The Exhibit Index following the signature pages below is
incorporated herein by reference.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
On the date that this Registration Statement is declared effective,
Berger Associates, Inc. ("Berger Associates"), a Delaware corporation and
controlling person of BBOI Worldwide LLC ("BBOI Worldwide"), will own all of the
outstanding interests in the Registrant, having provided all the initial seed
capital to establish the Registrant. Consequently, Berger Associates will be a
control person of the Registrant. Berger Associates will continue to be a
control person of the Registrant so long as it holds more than 25% of the
Registrant's outstanding interests, as the term "control" is defined in the
Investment Company Act of 1940. So long as the Registrant is controlled by
Berger Associates, it will also be under the control of the corporate parent of
Berger Associates, Kansas City Southern Industries, Inc. ("KCSI"). See
"Management of the Registrant" in Part A for more information on KCSI and its
affiliates.
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ITEM 26. NUMBER OF HOLDERS OF SECURITIES
The number of record holders of beneficial interests in the Registrant
as of the effective date of this Registration Statement, was as follows:
- ------------------------------------------------------------------------------
SERIES OR PORTFOLIO NUMBER OF HOLDERS
OF INTERESTS
- ------------------------------------------------------------------------------
Berger/BIAM International Portfolio 1
- ------------------------------------------------------------------------------
ITEM 27. INDEMNIFICATION
Article IX, Section 2 of the Trust Instrument for Worldwide
Portfolios provides for indemnification of certain persons acting on behalf of
Worldwide Portfolios to the fullest extent permitted by the law. In general,
trustees, officers, employees 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 Worldwide Portfolios. Worldwide Portfolios also may advance money
for these expenses, provided that the trustees, officers, employees or agents
undertake to repay Worldwide Portfolios if their conduct is later determined to
preclude indemnification. Worldwide Portfolios has the power to purchase
insurance on behalf of its trustees, officers, employees 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 Worldwide Portfolios has
purchased and maintains an insurance policy covering such persons against
certain liabilities incurred in their official capacities.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF ADVISER
The business of BBOI Worldwide, the Advisor of the Portfolio,
and Berger Associates, the sole owner of BBOI Worldwide, are described in
Item 6 of Part A above.
The business of BIAM, the Sub-Advisor to the Berger/BIAM
International Portfolio, is also described in Item 6 of Part A. 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, filed on June 30, 1995), which information from such schedules
is incorporated herein by reference.
ITEM 29. PRINCIPAL UNDERWRITERS
Not applicable.
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ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other documents required to be
maintained by Section 31(a) of the Investment Company Act of 1940 and the rules
promulgated thereunder are maintained as follows:
(a) Investor records are maintained by the Registrant's
sub-transfer agent, DST Systems, Inc., P.O.
Box 419958, Kansas City, MO 64141;
(b) Accounting records relating to cash and other money
balances; asset, liability, reserve, capital, income
and expense accounts; portfolio securities; purchases
and sales; and brokerage commissions are maintained by
the Registrant's Recordkeeping and Pricing Agent,
Investors Fiduciary Trust Company ("IFTC"), 127 West
10th Street, Kansas City, Missouri 64105. Other
records of the Registrant relating to purchases and
sales; the Trust Instrument, minute books and other
trust records; brokerage orders; performance
information and other records are maintained at the
offices of the Registrant at 210 University Boulevard,
Suite 900, Denver, Colorado 80206.
(c) Certain records relating to day-to-day portfolio
management of the Berger/BIAM International Portfolio
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, 2
Greenwich Plaza, Greenwich, Connecticut 06830.
ITEM 31. MANAGEMENT SERVICES
Not applicable.
ITEM 32. UNDERTAKINGS
(a) The Registrant undertakes to furnish each person to
whom a Part A is delivered with a copy of Registrant's latest annual report,
upon request and without charge.
(b) Registrant undertakes to comply with the following
policy with respect to calling meetings of investor for the purpose of voting
upon the removal of any trustee of the Registrant and facilitating investor
communications related to such meetings:
1. The trustees will promptly call a meeting of investors
for the purpose of voting upon the removal of any trustee of the Registrant
when requested in writing to do so by the record holders of at least 10% of
the outstanding interests of the Registrant.
2. Whenever ten or more investors of record who have been
investors of the Registrant for at least six months, and who hold in the
aggregate either interests having a net asset value of at least $25,000 or at
least 1% of the outstanding interests of the Registrant, whichever is less,
apply to the trustees in writing stating that they wish to communicate with
other investors with a view to obtaining signatures to request such a
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meeting, and deliver to the trustees a form of communication and request
which they wish to transmit, the trustees within 5 business days after
receipt of such application either will (i) give such applicants access to a
list of the names and addresses of all investors of record of the Registrant,
or (ii) inform such applicants of the approximate number of investors of
record and the approximate cost of mailing the proposed communication and
form of request.
3. If the trustees elect to follow the course specified in
clause (ii), above, the trustees, upon the written request of such applicants
accompanied by tender of the material to be mailed and the reasonable
expenses of the mailing, will, with reasonable promptness, mail such material
to all investors of record, unless within 5 business days after such tender
the trustees shall mail to such applicants and file with the Securities and
Exchange Commission (the "Commission"), together with a copy of the material
requested to be mailed, a written statement signed by at least a majority of
the trustees to the effect that in their opinion either such material
contains untrue statements of fact or omits to state facts necessary to make
the statements contained therein not misleading, or would be in violation of
applicable law, and specifying the basis of such opinion.
4. If the Commission enters an order either refusing to
sustain any of the trustees' objections or declaring that any objections
previously sustained by the Commission have been resolved by the applicants,
the trustees will cause the Registrant to mail copies of such material to all
investors of record with reasonable promptness after the entry of such order
and the renewal of such tender.
(c) Insofar as indemnification for liability arising under
the Securities Act of 1933 may be permitted to trustees, officers and
controlling persons of the Registrant pursuant to the provisions set forth
above, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liability (other than the
payment by the Registrant of expense incurred or paid by a trustee, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company
Act of 1940, the Registrant, Berger/BIAM Worldwide Portfolios Trust, has duly
caused this 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 11th day of June, 1996.
BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST
(Registrant)
By /s/ GERARD M. LAVIN
-------------------------------------------------
Name: Gerard M. Lavin
---------------------------------------------
Title: President
--------------------------------------------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gerard M. Lavin, Kevin R.
Fay 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 Investment Company
Act of 1940, this Registration Statement has been signed below by the
following persons in the capacities indicated for Berger/BIAM Worldwide
Portfolios Trust and on the dates indicated.
SIGNATURE TITLE DATE
/s/ GERARD M. LAVIN President (Principal June 11, 1996
- -------------------------- Executive Officer)
Gerard M. Lavin and Trustee
/s/ Kevin R. Fay Vice President, June 11, 1996
- -------------------------- Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)
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/s/ Dennis E. Baldwin Trustee June 11, 1996
- --------------------------
Dennis E. Baldwin
/s/ William M.B. Berger Trustee June 11, 1996
- --------------------------
William M.B. Berger
/s/ Louis R. Bindner Trustee June 11, 1996
- --------------------------
Louis R. Bindner
/s/ Katherine A. Cattanach Trustee June 11, 1996
- --------------------------
Katherine A. Cattanach
/s/ Lucy Black Creighton Trustee June 11, 1996
- --------------------------
Lucy Black Creighton
/s/ Paul R. Knapp Trustee June 11, 1996
- --------------------------
Paul R. Knapp
/s/ Harry T. Lewis, Jr. Trustee June 11, 1996
- --------------------------
Harry T. Lewis, Jr.
/s/ Michael Owen Trustee June 11, 1996
- --------------------------
Michael Owen
/s/ William Sinclaire Trustee June 11, 1996
- --------------------------
William Sinclaire
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<PAGE>
EXHIBIT INDEX
N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
- ----------------- ---------- --------------------------
** Exhibit 1 EX-99.B1 Trust Instrument
** Exhibit 2 EX-99.B2 Bylaws
Exhibit 3 Not applicable
Exhibit 4 Not applicable
** Exhibit 5.1 EX-99.B5.1 Investment Advisory
Agreement between
Berger/BIAM Worldwide
Portfolios Trust and BBOI
Worldwide LLC with respect
to the Berger/BIAM
International Portfolio
** Exhibit 5.2 EX-99.B5.2 Sub-Advisory Agreement
between BBOI Worldwide LLC
and Bank of Ireland Asset
Management (U.S.) Limited
with respect to the
Berger/BIAM International
Portfolio
Exhibit 6 Not applicable
Exhibit 7 Not Applicable
** Exhibit 8 EX-99.B8 Custodian Agreement between
IFTC and Berger/BIAM
Worldwide Portfolios Trust
** Exhibit 9.1 EX-99.B9.1 Form of Recordkeeping and
Pricing Agent Agreement
** Exhibit 9.2 EX-99.B9.2 Form of Agency Agreement
** Exhibit 10 EX-99.B10 Opinion and consent of
Davis, Graham & Stubbs LLP
** Exhibit 11 EX-99.B11 Consent of Price Waterhouse
LLP
Exhibit 12 Not applicable
** Exhibit 13 EX-99.B13 Investment Letter from
Initial Investor (for
purchase of interest in
Berger/BIAM International
Portfolio)
Exhibit 14 Not applicable
Exhibit 15 Not applicable
Exhibit 16 Not applicable
*** Exhibit 17 Financial Data Schedule for
Berger/BIAM International
Portfolio
Exhibit 18 Not Applicable
___________________________
* Filed herewith.
** To be filed by amendment.
*** Not required to be filed until financial statements for
Portfolio are required.
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