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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 11, 1996
1933 Act File No. 33-
1940 Act File No. 811-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. / /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. / /
(Check appropriate box or boxes)
BERGER/BIAM WORLDWIDE FUNDS 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)
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this registration statement.
Registrant elects to register an indefinite number of its shares of beneficial
interest pursuant to Rule 24f-2 under the Investment Company Act of 1940.
Amount of registration fee: $500.00.
The series of the Berger/BIAM Worldwide Funds Trust covered by this registration
statement are "feeder funds" in a "master/feeder" fund arrangement. This
registration statement includes a signature page for the master trust,
Berger/BIAM Worldwide Portfolios Trust.
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS
MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A
FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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BERGER/BIAM WORLDWIDE FUNDS TRUST
SHARES OF BENEFICIAL INTEREST
($.01 Par Value)
Cross-Reference Sheet Pursuant to Rule 481
I. Berger/BIAM International Fund
Item No. and Caption in Form N-1A Number of Section
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A. PROSPECTUS
1. Cover Page Cover Page
2. Synopsis Section 1
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Sections 2, 3, 4 and 15
5. Management of the Fund Sections 5, 6 and 7
5A. Management's Discussion of Fund
Performance Will be in Annual Report
6. Capital Stock and Other Securities Sections 14, 15 and 16
7. Purchase of Securities Being Offered Sections 7, 8, 9, 10, 12
and 13
8. Redemption or Repurchase Section 11
9. Pending Legal Proceedings Not Applicable
B. STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Section 14
13. Investment Objectives and Policies Sections 1 and 2
14. Management of the Fund Section 3
15. Control Persons and Principal
Holders of Securities Sections 3 and 14
16. Investment Advisory and Other
Services Sections 3, 4, 5 and 14
17. Brokerage Allocation and Other
Practices Sections 1, 5 and 6
18. Capital Stock and Other Securities Section 14
19. Purchase, Redemption and Pricing of
Securities Being Offered Sections 7, 8, 10, 11 and 12
20. Tax Status Section 9
21. Underwriters Section 7
22. Calculations of Performance Data Section 13
23. Financial Statements Financial Statements
<PAGE>
BERGER/BIAM WORLDWIDE FUNDS TRUST
SHARES OF BENEFICIAL INTEREST
($.01 Par Value)
Cross-Reference Sheet Pursuant to Rule 481
II. Berger/BIAM International Institutional Fund
Item No. and Caption in Form N-1A Number of Section
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A.PROSPECTUS
1. Cover Page Cover Page
2. Synopsis Section 1
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Sections 2, 3, 4 and 15
5. Management of the Fund Sections 5, 6 and 7
5A. Management's Discussion of Fund
Performance Will be in Annual Report
6. Capital Stock and Other Securities Sections 14, 15 and 16
7. Purchase of Securities Being Offered Sections 7, 8, 9, 10, 12
and 13
8. Redemption or Repurchase Section 11
9. Pending Legal Proceedings Not Applicable
B.STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Section 14
13. Investment Objectives and Policies Sections 1 and 2
14. Management of the Fund Section 3
15. Control Persons and Principal
Holders of Securities Sections 3 and 14
16. Investment Advisory and Other Services Sections 3, 4, 5 and 14
17. Brokerage Allocation and Other
Practices Sections 1, 5 and 6
18. Capital Stock and Other Securities Section 14
19. Purchase, Redemption and Pricing of
Securities Being Offered Sections 7, 8, 10, 11 and 12
20. Tax Status Section 9
21. Underwriters Section 7
22. Calculations of Performance Data Section 13
23. Financial Statements Financial Statements
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EXPLANATORY NOTE
This Registration Statement of Berger/BIAM Worldwide Funds Trust contains
the following:
Two Prospectuses
One for the Berger/BIAM International Fund
One for the Berger/BIAM International Institutional Fund
Two Statements of Additional Information
One for the Berger/BIAM International Fund
One for the Berger/BIAM International Institutional Fund
One Part C
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JUNE 11, 1996
PROSPECTUS
BERGER/BIAM INTERNATIONAL FUND
The Berger/BIAM International Fund (the "Fund") is a "no-load" mutual fund,
more technically referred to as an open-end management investment company,
organized as a diversified series of the Berger/BIAM Worldwide Funds Trust
("Trust"). The investment objective of the Fund is long-term capital
appreciation. The Fund seeks to achieve this objective by investing all of its
investable assets in the Berger/BIAM International Portfolio (the "Portfolio")
which, in turn, invests primarily in common stocks of well established companies
located outside the United States. 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.
UNLIKE MANY OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES, THE FUND SEEKS ITS INVESTMENT OBJECTIVE BY INVESTING
ALL OF ITS INVESTABLE ASSETS IN THE PORTFOLIO, AS DESCRIBED ABOVE. The
Portfolio is an open-end management investment company and a diversified series
of a separate trust known as the Berger/BIAM Worldwide Portfolios Trust
("Worldwide Portfolios"). The Portfolio's investment objective and policies are
identical to those of the Fund. The investment performance of the Fund directly
corresponds with the investment performance of the Portfolio. 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"). For further
information about the Fund's investment objective and structure, see "Investment
Objective and Policies and Risk Factors", "Introduction" and "Additional
Information About Master/Feeder Structure".
This Prospectus sets forth concisely the information about the Fund that a
prospective investor should consider before investing. Investors are advised to
retain this Prospectus for future reference. Additional information about the
Fund has been filed with the Securities and Exchange Commission. A copy of the
Statement of Additional Information, which is incorporated in its entirety by
reference, is available upon request without charge by writing to the Fund at P.
O. Box 5005, Denver, CO 80217, or by calling 1-800-333-1001. Prospectuses are
also available upon request for the following funds advised by Berger
Associates, Inc.: Berger 100 Fund, the Berger Growth and Income Fund, the
Berger Small Company Growth Fund and the Berger New Generation Fund.
INVESTMENTS IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK (INCLUDING BANK OF IRELAND). SHARES OF THE FUND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN THE FUND IS
SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT
INVESTED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY
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STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus and the Statement of Additional Information
referred to above is _______________, 1996.
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Table of Contents
Section Page
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1. Fee Tables............................................................... 1
2. Introduction............................................................. 2
3. Investment Objective and Policies and Risk Factors....................... 3
4. Portfolio Turnover...................................................... 10
5. Additional Information About Master/Feeder Structure..................... 10
6. Management and Investment Advice......................................... 12
7. Expenses of the Fund..................................................... 15
8. Policies of the Fund to Promote Sales of Fund Shares..................... 17
9. How to Purchase Shares in the Fund....................................... 18
10. How the Net Asset Value Is Determined................................... 20
11. Open Account System and Share Certificates.............................. 21
12. How To Redeem or Sell Fund Shares....................................... 21
13. Exchange Privilege and Systematic Withdrawal Plan....................... 24
14. Tax-Sheltered Retirement Plans.......................................... 25
15. Income Dividends, Capital Gains Distributions and Tax Treatment......... 26
16. Additional Information.................................................. 27
17. Performance............................................................. 28
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1. FEE TABLES
SHAREHOLDER TRANSACTION EXPENSES
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Maximum Sales Load Imposed on Purchases 0%
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Maximum Sales Load Imposed on Reinvested Dividends 0%
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Deferred Sales Load 0%
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Redemption Fees 0%
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Exchange Fee 0%
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ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)*
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TOTAL
FUND
INVESTMENT OPERATING
ADVISORY EXPENSES
FEE OTHER (AFTER
(AFTER WAIVER) 12B-1 FEE EXPENSES** WAIVER)
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Berger/BIAM ____%*** 0.25% ____% ____%***
International Fund
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* Annual Fund Operating Expenses includes the Fund's pro rata portion of the
annual operating expenses of the Portfolio, which are borne indirectly by
the Fund.
** Other Expenses primarily include administrative services fees and
registration fees paid by the Fund and custodian fees paid by the Portfolio
and are based on estimated expenses for the first year of operations of the
Fund and the Portfolio.
*** Although the Fund does not pay an investment advisory fee directly to an
investment advisor, it bears indirectly, as an investor in the Portfolio,
its pro rata portion of the advisory fee paid by the Portfolio to the
Advisor. The Advisor has agreed to waive its investment advisory fee 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. Absent the waiver, the Investment Advisory Fee would be
____% and Total Fund Operating Expenses would be estimated to be _____%.
EXAMPLES
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return, and (2) redemption at the end of each time period:
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1 YEAR 3 YEARS
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Berger/BIAM International Fund $___* $___*
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* Based on estimated expenses for the first year of operations of the Fund
and the Portfolio, after waiver.
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THE EXPENSES SET FORTH IN THE PRECEDING TABLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY
BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
As a result of the 12b-1 fee paid by the Fund, over time long-term
shareholders in the Fund may pay more than the economic equivalent of the
maximum front end sales charge permitted for mutual funds by the National
Association of Securities Dealers, Inc. While the investment advisory fee for
the Portfolio is higher than that paid by most other mutual funds, it is
comparable to the investment advisory fee paid by many other international
equity funds.
Total Operating Expenses include the Fund's pro rata share of the aggregate
annual operating expenses of the Portfolio, in which all of the investable
assets of the Fund are invested. The trustees of the Trust believe that the
investment in the Portfolio by investors in addition to the Fund may enable the
Portfolio to achieve economies of scale which could reduce expenses and,
accordingly, that the aggregate per share expenses of the Fund and the Fund's
pro rata share of the expenses of the Portfolio will be less than or
approximately equal to the expenses the Fund would incur if it retained the
services of an investment advisor and the assets of the Fund were invested
directly in the type of securities held by the Portfolio.
The purpose of the preceding tables is to assist the investor in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. The Fund's expenses are described in greater
detail under "Management and Investment Advice", "Expenses of the Fund", and
"Policies of the Fund to Promote Sales of Fund Shares".
2. INTRODUCTION
The Berger/BIAM International Fund is an open-end, diversified management
investment company commonly referred to as a "mutual fund". The Fund is a "no-
load" fund, meaning that a buyer pays no commissions or sales load when buying
shares of the Fund, although the Fund pays certain costs of distributing its
shares. See "Policies of the Fund to Promote Sales of Fund Shares". This
Prospectus describes the securities offered by the Fund.
The Fund is a series of the Berger/BIAM Worldwide Funds Trust, a Delaware
business trust, and invests in the Portfolio that, in turn, invests in
securities in accordance with an investment objective, policies and limitations
that are identical to those of the Fund. This is sometimes called a
master/feeder fund structure, because the Fund and other investors who invest in
the Portfolio "feed" shareholders' investments into the Portfolio, a "master"
fund. The structure looks like this:
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Shareholders
BUY SHARES IN [down arrow]
Fund
INVESTS IN [down arrow]
Portfolio
INVESTS IN [down arrow]
Stocks and
Other Securities
The trustees of the Trust believe that this structure may benefit
shareholders, since investment in the Portfolio by investors in addition to the
Fund may enable the Portfolio to achieve economies of scale which could reduce
expenses. For more information about this structure, see "Additional
Information About Master/Feeder Structure".
3. INVESTMENT OBJECTIVE AND POLICIES AND RISK FACTORS
The investment objective of the Fund is long-term capital appreciation.
The Fund seeks to achieve this objective by investing all of its investable
assets in the Portfolio which, in turn, invests 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
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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.
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.
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WHY INVEST IN THIS FUND?
The Advisor believes there is substantial opportunity for long-term capital
growth in foreign markets, as certain foreign economies may grow more rapidly
than the U.S. economy. In addition, boundaries and borders no longer define or
confine the operations of many of the world's business entities. Companies
raise capital, purchase raw materials, manufacture and distribute products on a
worldwide basis. Many successful, profitable companies benefit from global
economic growth, including those in foreign markets. The Fund seeks to take
advantage of the investment opportunities created by an increasingly global
economy.
Investors, too, can benefit from taking a global perspective and looking
for dynamic business themes, growing industries, efficient companies and
undervalued stocks worldwide. The Fund is designed to give investors access to
such opportunities that exist outside the United States.
One reason for investing internationally is the opportunity to earn higher
investment returns. On a total return basis, foreign stocks represented by the
Morgan Stanley Capital International EAFE (Europe, Australasia, Far East) Index
outperformed U.S. stocks represented by the Standard & Poor's 500 Stock Index in
all but two rolling ten-year periods ended 1981 through 1995. Of course, during
this time there were shorter periods when U.S. stocks had higher returns.
Additionally, there have been time periods when the EAFE Index produced negative
returns. Accordingly, investors in foreign equity securities should have a
long-term investment perspective, as international markets tend to be more
volatile than the U.S. market.
International investing also expands investment opportunities. The U.S.
percentage of the world's stock market capitalization has decreased over the
past 20 years. Today, more than half of the world's stock market capitalization
consists of non-U.S. stocks and companies. Since foreign stocks do not always
move in tandem with U.S. stocks and with each other, international investing
also has the potential to add diversification to an all- U.S. stock portfolio by
spreading investments across a number of markets.
Investors who wish to diversify their portfolio internationally can do so
by investing directly in foreign stocks, but they may find it difficult to make
purchases and sales, obtain reliable information, hold securities in safekeeping
and manage the conversion of the value of their international investments into
U.S. dollars. Investing in the Fund, however, eliminates these complications.
With a single investment, the investor owns a diversified international
investment portfolio that is actively managed by experienced professionals.
BIAM, the Portfolio's Sub-Advisor, has extensive experience in dealing with
foreign markets and with brokers and custodian banks around the world. BIAM
also has the benefit of an established information network and believes the Fund
offers a convenient and cost-effective means of investing internationally.
Of course, as an international fund, the Fund entails special risks as
described below. The Fund seeks to reduce these risks through diligent research
and diversification.
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SECURITIES, INVESTMENT PRACTICES AND RISK FACTORS
Since the shares of the Fund represent an investment in the Portfolio,
which in turn primarily represents an investment in common stocks, investors
should understand that the net asset value of the Fund will change as the market
value of the securities held in the Portfolio changes and that the value of a
Fund share 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.
The Fund is not intended as a complete or balanced investment vehicle, but
rather as an investment for persons who are in a financial position to assume
the risk and share price volatility associated with foreign investments. As a
result, the Fund should be considered as a long-term investment vehicle.
The investment objective of the Fund and the Portfolio is considered
fundamental, meaning that it cannot be changed without a vote of the
shareholders of the Fund and, as to the Portfolio's objective, of the investors
in the Portfolio. There can be no assurance that the Fund's or 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.
-6-
<PAGE>
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.
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 the Statement of Additional Information.
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
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<PAGE>
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 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
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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 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 Fund's qualification 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 the Statement of Additional
Information.
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 shareholder 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 the Statement of Additional Information.
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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 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 shareholder approval. For more detail about
the Portfolio's investment restrictions, see the Statement of Additional
Information.
4. 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 purchases and redemptions of shares of the Fund or 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%.
5. ADDITIONAL INFORMATION ABOUT MASTER/FEEDER STRUCTURE
Unlike other mutual funds that directly acquire and manage their own
portfolios of securities, the Fund (referred to as a feeder fund) seeks to
achieve its investment objective by investing all of its investable assets in
the Portfolio (referred to as a master fund). This two-tier structure is known
as a master/feeder. The Fund has the same investment objective and policies as
the Portfolio. The Fund will invest only in the Portfolio, and the Fund's
shareholders will therefore acquire only an indirect interest in the investments
of the Portfolio.
In addition to selling a beneficial interest to the Fund, the Portfolio may
sell beneficial interests to other mutual funds or institutional investors (that
is, other feeder funds). Such investors will invest in the Portfolio on the
same terms and conditions and will pay their proportionate share of the
Portfolio's expenses. However, the other investors investing in the Portfolio
are not required to issue their shares at the same public offering price as the
Fund due to potential differences in expense structures. Accordingly, investors
in the Fund should be aware that these differences may result in differences in
returns experienced by investors in the different funds that invest in the
Portfolio. Such differences in returns are common in this type of mutual fund
structure and are also present in other
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mutual fund structures. Information concerning other investors in the Portfolio
(for example, other feeder funds) is available from the Fund at 1-800-333-1001.
The investment objective of the Fund may not be changed without the
approval of the Fund's shareholders. The investment objective of the Portfolio
may not be changed without the approval of the investors in the Portfolio,
including the Fund. If the objective of the Portfolio changes and the
shareholders of the Fund do not approve a parallel change in the Fund's
investment objective, the trustees of the Trust will consider other
alternatives, including seeking an alternative investment vehicle or directly
retaining the Fund's own investment advisor.
Smaller funds investing in the Portfolio may be materially affected by the
actions of larger funds investing in the Portfolio. For example, if a larger
fund invests or withdraws from the Portfolio, the remaining funds may experience
lower or higher pro rata operating expenses. Lower returns could result from a
large withdrawal. However, this possibility also exists for traditionally
structured funds which have large or institutional investors. Also, a fund with
a greater pro rata ownership in the Portfolio could have effective voting
control over the operations of the Portfolio.
Whenever the Fund is requested to vote as an investor in the Portfolio on
matters pertaining to the Portfolio (other than a vote by the Fund to continue
the operation of the Portfolio upon the withdrawal of another investor in the
Portfolio), the Fund will hold a meeting of its shareholders and will cast all
of its votes as an investor in the Portfolio in the same proportion as directed
by the votes of the Fund's shareholders. Fund shareholders who do not vote will
not affect the votes cast by the Fund at the meeting of the Portfolio investors.
The percentage of the votes representing the Fund's shareholders will be voted
by the Fund in the same proportion as the Fund's shareholders who do, in fact,
vote.
The Fund may withdraw its investment in the Portfolio at any time, if the
trustees of the Trust determine that it is in the best interests of the Fund to
do so. Certain changes in the Portfolio's investment objective, policies and
limitations may require the Fund to withdraw its investment in the Portfolio.
Upon any such withdrawal, the trustees would consider what action might be
taken, including investing the Fund's assets in another pooled investment entity
having the same investment objective and policies as the Fund or retaining an
investment advisor to manage the Fund's assets in accordance with the investment
policies described above with respect to the Portfolio. Any such withdrawal
could result in a distribution in kind of portfolio securities (as opposed to a
cash distribution) from the Portfolio. If securities are distributed, the Fund
could incur brokerage, tax or other charges in converting the securities to
cash. In addition, a distribution in kind may adversely affect the liquidity of
the Fund.
This Prospectus and the Statement of Additional Information contain more
detailed information about this master/feeder organizational structure,
including information related to: (i) the investment objective, policies and
restrictions of the Fund and the Portfolio; (ii) the trustees and officers of
the Trust and Worldwide Portfolios, and the management of the Fund and the
Portfolio; (iii) portfolio transactions and brokerage
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commissions; (iv) the Fund's shares, including the rights and liabilities of its
shareholders; (v) additional performance information, including the method used
to calculate total return; and (vi) the determination of the value of the shares
of the Fund.
6. MANAGEMENT AND INVESTMENT ADVICE
The trustees of the Trust are responsible for major decisions relating to
the Fund's policies and objective. They also oversee the operation of the Fund
by its officers and review the investment performance of the Fund on a regular
basis. The trustees of Worldwide Portfolios have overall responsibility for
operation of the Portfolio. A majority of the trustees of the Trust and
Worldwide Portfolios who are not "interested persons" (as defined in the
Investment Company Act of 1940) of the Trust or Worldwide Portfolios
("Independent Trustees") have adopted written procedures reasonably appropriate
to deal with potential conflicts of interest arising from the fact that the same
individuals are trustees of the Trust and Worldwide Portfolios, up to and
including creating a new board of trustees for the Trust or Worldwide
Portfolios.
THE ADVISOR -- GENERAL BUSINESS MANAGEMENT AND INVESTMENT OVERSIGHT
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, 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 -- EXPERIENCED INTERNATIONAL INVESTMENT MANAGEMENT
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
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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.
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.
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 Independent Trustees of
Worldwide Portfolios 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
investors. The new Agreements are identical in their terms to the initial
Agreements described in this Prospectus, except for commencement date. No
further trustee or shareholder vote is anticipated to approve the new Agreements
upon 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 Fund.
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7. EXPENSES OF THE FUND
The Fund is allocated and bears indirectly its pro rata share of the
aggregate annual operating expenses of the Portfolio, since all of the
investable assets of the Fund are invested in the Portfolio. 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
Independent Trustees; 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. 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.
Expenses of the Fund include, among others, its pro rata share of the
expenses of the Trust, such as: expenses of registering the Trust with
securities authorities; compensation of its Independent Trustees; expenses of
meetings of the trustees and shareholders of the Trust; association dues; legal
fees; and insurance premiums of the Trust. Expenses of the Fund also include,
among others, registration and filing fees incurred in registering shares of the
Fund with securities authorities; 12b-1 fees; taxes imposed on the Fund; the fee
payable to the Advisor under the Administrative Services Agreement; and such
other non-recurring and extraordinary items as may arise from time to time.
SERVICE ARRANGEMENTS FOR THE FUND
Under the Administrative Services Agreement with the Fund, the Advisor
serves as the administrator of the Fund. In this capacity, it administers and
manages all aspects of the Fund's day-to-day operations, subject to the
supervision of the trustees of the Trust. The Advisor is responsible, at its
expense, for furnishing (or procuring other parties to furnish) recordkeeping
and pricing services, custodian services, transfer agency and dividend
disbursing services, audit services and certain other administrative and
recordkeeping services, such as coordinating matters relating to the operations
of the Fund, monitoring the Fund's status as a "regulated investment company"
under the Internal Revenue Code, coordinating registration of sufficient Fund
shares under federal and state securities laws, preparing or supervising the
preparation of registration statements, tax
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returns, proxy materials, financial statements and reports for filing with
regulatory authorities and distribution to shareholders of the Fund, and
printing and mailing required shareholder reports and communications. Under the
Administrative Services Agreement, the Fund pays the Advisor a fee at an annual
rate equal to the lesser of (i) ______% of its average daily net assets, or (ii)
the Advisor's annual cost to provide or procure these services, plus an
additional .02 of 1% (0.02%) of the Fund's average daily net assets. The
trustees of the Trust regularly review amounts paid to and expenditures incurred
by the Advisor pursuant to the Administrative Services Agreement.
The Advisor or the distributor of the Fund's shares has entered into
arrangements with certain organizations (broker-dealers, recordkeepers and
administrators) to provide subtransfer agency, recordkeeping, shareholder
communications, subaccounting and/or other services to investors purchasing
shares of the Fund through investment programs or pension plans established or
serviced by those organizations. The Advisor or the Fund's distributor may pay
fees to these organizations for their services. For purposes of determining the
Advisor's cost of providing or procuring transfer agency and dividend disbursing
services under the Administrative Services Agreement, the Advisor may take into
account only the fees that otherwise would be paid for by the Advisor if all the
investors who own Fund shares through the organization were registered record
holders of shares in the Fund.
Berger Associates has been delegated the responsibility to perform certain
of the administrative and recordkeeping services required under the
Administrative Services Agreement and to procure, at the Advisor's expense,
third parties to provide the services not provided by Berger Associates. Berger
Associates is paid a fee by the Advisor of ____% of the Fund's average daily net
assets for its services under this arrangement. During certain periods, Berger
Associates may voluntarily waive all or a portion of its fee from the Advisor,
which will not affect the fee paid by the Fund to the Advisor under the
Administrative Services Agreement. Investors Fiduciary Trust Company ("IFTC")
has been appointed to provide recordkeeping and pricing services to the Fund,
including calculating the daily net asset value of the Fund, and to perform
certain accounting and recordkeeping functions that it requires. In addition,
IFTC has been appointed to serve as the Fund's custodian, transfer agent and
dividend disbursing agent. IFTC has engaged DST Systems, Inc. ("DST"), as sub-
transfer agent to provide transfer agency and dividend disbursing services for
the Fund, and has engaged State Street Bank and Trust Company ("State Street")
as sub-custodian. The fees of Berger Associates, IFTC, DST and State Street are
all paid by the Advisor. Approximately 40% of the outstanding shares of DST are
owned by KCSI, which also owns approximately 80% of the outstanding shares of
Berger Associates.
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.
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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.
DISTRIBUTOR
The distributor (principal underwriter) of the Fund's shares is
_________________ (the "Distributor"), [address]. [_____________________ is a
wholly-owned subsidiary of ___________________. Certain persons affiliated with
______________________ are also affiliated with the Trust and Worldwide
Portfolios.] The Distributor is reimbursed for its costs in distributing Fund
shares by Berger Associates out of the 12b-1 fee paid by the Fund. See
"Policies of the Fund to Promote Sales of Fund Shares" below.
8. POLICIES OF THE FUND TO PROMOTE SALES OF FUND SHARES
The Fund has adopted a 12b-1 plan (the "Plan") pursuant to Rule 12b-1 under
the Investment Company Act of 1940, which permits the Fund to pay certain costs
for the distribution of its own shares. The Plan provides for the payment to a
party appointed by the trustees of the Trust of a 12b-1 fee of .25 of 1% (0.25%)
per annum of the Fund's average daily net assets to finance activities primarily
intended to result in the sale of Fund shares. The trustees have appointed
Berger Associates as the party to receive the 12b-1 fee. The expenses paid by
Berger Associates under the Plan may include, but are not limited to, payments
made to and expenses of persons (including employees of Berger Associates, the
Distributor or their affiliates) who are engaged in, or provide support services
in connection with, the distribution of Fund shares, such as answering routine
telephone inquiries and processing shareholder requests for information;
compensation (including incentive compensation and/or continuing compensation
based on the amount of customer assets maintained in the Fund) paid to
securities dealers, financial institutions and other organizations which render
distribution and administrative services in connection with the distribution of
the Fund's shares; costs related to the formulation and implementation of
marketing and promotional
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activities, including direct mail promotions and television, radio, newspaper,
magazine and other mass media advertising; costs of printing and distributing
prospectuses and reports to prospective shareholders of the Fund; costs involved
in preparing, printing and distributing sales literature for the Fund; costs
involved in obtaining whatever information, analyses and reports with respect to
marketing and promotional activities on behalf of the Fund that Berger
Associates or the Distributor deems advisable; and such other costs as may from
time to time be agreed upon by the Fund. Such payments are to be made by the
Fund to Berger Associates with respect to each fiscal year of the Fund without
regard to the actual distribution expenses incurred by Berger Associates in such
year; that is, if the distribution expenditures incurred by Berger Associates
are less than the total of such payments in such year, the difference is not to
be reimbursed to the Fund by Berger Associates, and if the distribution
expenditures incurred by Berger Associates are more than the total of such
payments, the excess is not to be reimbursed to Berger Associates by the Fund.
From time to time Berger Associates or the Distributor may engage in activities
which jointly promote the sale of the shares of all or other Berger Funds or
Berger/BIAM Funds, which costs are not readily identifiable as related to any
one fund. In such cases, the cost of the activity will be allocated among the
funds involved on the basis of their respective net assets.
The current 12b-1 Plan will continue in effect until April 1997, and from
year to year thereafter if approved at least annually by the trustees and the
Independent Trustees of the Trust who have no direct or indirect financial
interest in the operation of the Plan or any related agreements by votes cast in
person at a meeting called for such purpose. The Plan may not be amended to
increase materially the amount to be spent on distribution of shares of the Fund
without shareholder approval.
The trustees of Worldwide Portfolios have authorized the Sub-Advisor to
consider sales of shares of the Fund by a broker-dealer or the recommendations
of a broker-dealer to its customers that they purchase Fund 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.
9. HOW TO PURCHASE SHARES IN THE FUND
(i) MINIMUM INITIAL INVESTMENT -- $2,000.00. To purchase shares in
the Fund, simply complete the application form enclosed with this Prospectus.
Then mail it with a check payable to "Berger/BIAM Funds" to the Fund in care of
DST Systems, Inc., the Fund's sub-transfer agent, as follows:
Berger/BIAM Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141
A confirmation indicating the details of the transaction will be sent to you
promptly. Unless you specify full shares only, the purchase will be made in
full and fractional shares calculated to three decimal places.
In addition, Fund shares may be purchased through certain broker-dealers
that have established mutual fund programs and certain other organizations
connected with pension and retirement plans. These broker-dealers and other
organizations may charge
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investors a fee for their services, may require different minimum initial and
subsequent investments than the Fund and may impose other charges or
restrictions different from those applicable to shareholders who invest in the
Fund directly. Fees charged by these organizations will have the effect of
reducing a shareholder's total return on an investment in Fund shares. No such
charge will be paid by an investor who purchases the Fund shares directly from
the Fund as described above.
The Fund will, at its discretion, accept orders transmitted by broker-
dealers although not accompanied by payment for the shares being purchased.
Payment must be received from the broker-dealer within three business days after
acceptance of the order. The price at which a purchase will be effected is
based on the next calculation of net asset value after the order is received by
the Fund's transfer agent, sub-transfer agent or any other authorized agent of
the Fund.
(ii) MINIMUM SUBSEQUENT INVESTMENTS -- $50.00. Shareholders may, at
any time, purchase additional shares subject to a minimum investment of $50.00.
A check made payable to "Berger/BIAM Funds" in the amount to be invested, should
be sent to the Fund, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO
64141. Please be sure to give your name and account number. You will receive a
confirmation of every transaction.
(iii) AUTOMATIC INVESTMENT PLAN. By completing the Automatic
Investment Plan section of the application, you may authorize the Fund to debit
your bank account for the periodic purchase of Fund shares on or about the
5th or 20th day of each month. Automatic investments are subject to the minimum
initial investment of $2,000, a minimum investment of $50.00 per month and are
unrestricted as to the permitted maximum. You will receive confirmation of
automatic investments after the end of each calendar quarter.
(iv) INVESTMENT BY TELEPHONE. The Fund will, at its discretion,
accept purchase orders from existing shareholders by telephone, although not
accompanied by payment for the shares being purchased. To receive the net asset
value for a specific day, a telephone purchase request must be received before
the close of the New York Stock Exchange on that day. Payment for shares
ordered in this way must be received by the Fund's transfer agent within three
business days after acceptance of the order. In order to make sure that payment
is received on time, shareholders are encouraged to remit payment by wire or
electronic funds transfer, or by overnight delivery. If payment is not received
on time, the Fund may cancel the order and redeem shares held in the
shareholder's account to compensate the Fund for any decline in the value of the
purchased shares. Telephone purchase orders may not exceed four times the value
of an account on the date the order is placed (shares previously purchased by
telephone are included in computing such value only if payment has been
received). See "How to Redeem or Sell Fund Shares - Redemptions by Telephone"
for procedures for telephone transactions.
(v) PAYMENT AND TERMS OF OFFERING. Payment for shares purchased
should be made by check or money order drawn on a United States bank and made
payable to the Berger/BIAM Funds. Checks not made payable to the Berger/BIAM
Funds, the account registrant, transfer agent or retirement account custodian
will not be accepted. Alternatively,
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payment for shares purchased may be made by wire or electronic funds transfer
from the investor's bank to DST Systems, Inc., after ordering shares by
telephone. Please call 1-800-551-5849 for current wire or electronic funds
transfer instructions. The Fund will not accept purchases by cash or credit
card or checks drawn on foreign banks unless provision is made for payment
through a U.S. bank in U.S. dollars.
The Fund reserves the right in its sole discretion to withdraw all or any
part of the offering made by this Prospectus or to reject purchase orders, when
in the judgment of management, such withdrawal or rejection is in the best
interest of the Fund. The Fund also reserves the right at any time to waive the
minimum investment requirements applicable to initial or subsequent investments
or to increase the minimums following notice. No application to purchase shares
is binding on the Fund until accepted in writing.
10. HOW THE NET ASSET VALUE IS DETERMINED
The price of the Fund's shares is based on the net asset value of the Fund,
which is determined at the close of the regular trading session of the New York
Stock Exchange (the "Exchange") (normally 4:00 p.m., New York time) each day
that the Exchange is open. The per share net asset value of the Fund is
determined by dividing the total value of its assets, less liabilities, by the
total number of shares outstanding. Since the Fund will invest all of its
investable assets in the Portfolio, the value of the Fund's investable assets
will be equal to the value of its beneficial interest in the Portfolio.
The Portfolio's securities and other assets are valued as follows:
securities are valued at market value or, if market quotations are not readily
available, at their fair value determined in good faith pursuant to consistently
applied procedures established by the trustees. Money market instruments
maturing within 60 days are valued at amortized cost, which approximates market
value. All assets and liabilities initially expressed in terms of non-U.S.
dollar currencies are translated into U.S. dollars at the prevailing market
rates as quoted by one or more banks or dealers shortly before the close of the
Exchange. See the Statement of Additional Information for more detailed
information.
Generally, trading in foreign securities markets is substantially completed
each day at various times prior to the close of the Exchange. The values of
foreign securities used in computing the net asset value of the shares of the
Fund are determined as of the earlier of such market close or the closing time
of the Exchange. Occasionally, events affecting the value of such securities
may occur between the times at which they are determined and the close of the
Exchange, or when the foreign market on which such securities trade is closed
but the Exchange is open, which will not be reflected in the computation of net
asset value. If during such periods, events occur which materially affect the
value of such securities, the securities will be valued at their fair market
value as determined in good faith pursuant to consistently applied procedures
established by the trustees.
The Portfolio's securities may be listed primarily on foreign exchanges or
over-the-counter dealer markets which may trade on days when the Exchange is
closed (such
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as customary U.S. holidays) and the Fund's net asset value is not calculated.
As a result, the net asset value of the Fund may be significantly affected by
such trading on days when shareholders cannot purchase or redeem shares of the
Fund.
Since the Fund does not impose any front end sales load or redemption fee,
both the purchase price and the redemption price of a Fund share are the same
and will be equal to the next calculated net asset value of a share of the Fund.
11. OPEN ACCOUNT SYSTEM AND SHARE CERTIFICATES
Unless otherwise directed, all investor accounts are maintained on a book-
entry basis. Share certificates will not be issued unless requested by the
shareholder. Shares purchased by dividend reinvestment or under an Automatic
Investment Plan, and shares redeemed under a Systematic Withdrawal Plan, will be
confirmed after the end of each calendar quarter. Following any other
investment or redemption, the investor will receive a printed confirmation
indicating the dollar amount of the transaction, the per share price of the
transaction and the number of shares purchased or redeemed.
12. HOW TO REDEEM OR SELL FUND SHARES
(i) SHARE REDEMPTIONS BY MAIL. The Fund will buy back (redeem), at
current net asset value, all shares of the Fund offered for redemption. The
redemption price of shares tendered for redemption will be the net asset value
next determined after receipt of all required documents by the Fund's transfer
agent, sub-transfer agent or other authorized agent of the Fund. To receive the
net asset value for a specific day, a redemption request must be received before
the close of the Exchange on that day. Shareholders who purchased their shares
directly from the Fund may redeem all or part of their shares in the Fund by
sending a written request to the Fund, c/o DST Systems, Inc., P.O. Box 419958,
Kansas City, MO 64141. The written request for redemption must be signed by
each registered owner exactly as the shares are registered and must clearly
identify the account and the number of shares or the dollar amount to be
redeemed. If a share certificate has been issued, the certificate, properly
endorsed by the registered owner, must be submitted with the written redemption
request.
The signatures of the redeeming shareholders must be guaranteed by a
national or state bank, a member firm of a domestic stock exchange or the
National Association of Securities Dealers (NASD), a credit union, a federal
savings and loan association or another eligible guarantor institution if the
redemption: exceeds $100,000; is being made payable other than exactly as
registered; is being mailed to an address which has been changed within 30 days
of the redemption request; or is being mailed to an address other than the one
on record. A notary public is not an acceptable guarantor. The Fund also
reserves the right to require a signature guarantee under other circumstances.
The signature guarantees must appear, together with the signatures of the
registered owners, (i) on the written request for redemption which clearly
identifies the account and the number of shares to be redeemed, (ii) on a
separate instrument of assignment ("stock power") which may be obtained from a
bank or broker, or (iii) on any share certificates tendered for redemption. The
use of
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signature guarantees is intended to protect the shareholder and the Fund from a
possibly fraudulent application for redemption.
Additional documents are required for redemptions by corporations,
executors, administrators, trustees and guardians. If there is doubt as to what
additional documents are required, please write the Fund, c/o DST Systems, Inc.,
P.O. Box 419958, Kansas City, MO 64141, or call DST at 1-800-551-5849.
(ii) REDEMPTIONS BY TELEPHONE. All shareholders have Telephone
Transaction Privileges to authorize purchases, exchanges or redemptions unless
they specifically decline this service on the account application or by writing
to the Fund, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141. The
telephone redemption option is not available for shares held in retirement
accounts sponsored by the Fund. Redemption requests may be made by telephoning
DST Systems, Inc., at 1-800-551-5849. To receive the net asset value for a
specific day, a redemption request must be received before the close of the
Exchange on that day. As discussed above, the signature of a redeeming
shareholder must be signature guaranteed, and therefore shares may not be
redeemed by telephone, if the redemption: exceeds $100,000; is being made
payable other than exactly as registered; is being mailed to an address which
has been changed within 30 days of the redemption request; is being mailed to an
address other than the one on record; or the shares are represented by share
certificates issued to the shareholder.
All telephone transactions are recorded and written confirmations
indicating the details of all telephone transactions will promptly be sent to
the shareholder of record. Prior to accepting a telephone transaction, the Fund
and its transfer agent may require the shareholder placing the order to provide
certain identifying information. A shareholder electing to communicate
instructions by telephone may be giving up some level of security that would
otherwise be present were the shareholder to request a transaction in writing.
Neither the Fund nor its transfer agent or Advisor assume responsibility for the
authenticity of instructions communicated by telephone which are reasonably
believed to be genuine and which comply with the foregoing procedures. The
Fund, and/or its transfer agent, may be liable for losses resulting from
unauthorized or fraudulent telephone instructions in the event these procedures
are not followed.
In times of extreme economic or market conditions, redeeming shares by
telephone may be difficult. The Fund may terminate or modify the procedures
concerning the telephone redemption and wire transfer services at any time,
although shareholders of the Fund will be given at least 60 days' prior notice
of any termination or material modification. The Advisor may, at its own risk,
waive certain of the redemption requirements described in the preceding
paragraphs.
(iii) PAYMENT FOR REDEEMED SHARES. Payment for shares redeemed upon
written request will be made by check and generally will be mailed within three
business days after receipt by the transfer agent of the properly executed
redemption request and any outstanding certificates for the shares to be
redeemed. Payment for shares redeemed by telephone will be made by check
payable to the account name(s) and address exactly as
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registered, and generally will be mailed within three business days following
the date of the request for redemption.
A shareholder may request that payment for redeemed shares of the Fund be
made by wire or electronic funds transfer. Shareholders may elect to use these
services on the account application or by providing the Fund with a signature
guaranteed letter requesting these services and designating the bank to receive
all wire or electronic funds transfers. A shareholder may change the
predesignated bank of record by providing the Fund with written, signature
guaranteed instructions. Wire and electronic funds transfers are subject to a
$1,000 minimum and a $100,000 maximum limitation. Redemption proceeds paid by
wire transfer will be transmitted to the shareholder's predesignated bank
account on the next business day after receipt of the shareholder's redemption
request. There is a $10 fee for each wire payment for shares redeemed by the
Fund. Redemption proceeds paid by electronic funds transfer will be
electronically transmitted to the shareholder's predesignated bank account on
the second business day after receipt of the shareholder's redemption request.
There is no fee for electronic funds transfer of proceeds from the redemption of
Fund shares.
A shareholder may also request that payment for redeemed shares of a Cash
Account Trust portfolio be made by wire or electronic funds transfer and should
review the Cash Account Trust portfolio prospectus for procedures and charges
applicable to redemptions by wire and electronic funds transfers. See below
under "Exchange Privilege and Systematic Withdrawal Plan" for more information
concerning the Cash Account Trust portfolios.
Shareholders may encounter delays in redeeming shares purchased by check
(other than cashier's or certified checks), electronic funds transfer or through
the Automatic Investment Program if the redemption request is made within 15
days after the date of purchase. In those situations, the redemption check will
be mailed within 15 days after the transfer agent's receipt of the purchase
instrument, provided that it has not been dishonored or cancelled during that
time. The foregoing policy is to ensure that all payments for the shares being
redeemed have been honored. In addition to the foregoing restrictions, no
redemption payment can be made for shares which have been purchased by telephone
order until full payment for the shares has been received. In any event, valid
redemption requests concerning shares for which full payment has been made will
be priced at the net asset value next determined after receipt of the request.
(iv) REDEMPTIONS BY THE FUND. As a means of reducing its expenses,
the Fund is authorized to redeem involuntarily all shares held in accounts with
a value of less than $2,000. Such redemptions will be permitted only when the
account is reduced below the minimum value by redemption, and not by declines in
per share net asset value. As a result, accounts established with the
applicable minimum investment might be subject to redemption after only a small
redemption has been made by the shareholder. At least 60 days' written notice
will be given to a shareholder before such an account is redeemed. During that
time, the shareholder may add sufficient funds to the account to meet or exceed
the minimum. If this condition is not met, the shares will be redeemed at the
per share net
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asset value next determined after the 60th day following the notice. A check
for the proceeds will be sent to the shareholder unless a share certificate has
been issued, in which case payment will be made upon surrender of the
certificate.
13. EXCHANGE PRIVILEGE AND SYSTEMATIC WITHDRAWAL PLAN
(i) EXCHANGES. By telephoning the Fund at 1-800-551-5849, or writing
to the Fund, in care of DST at P. O. Box 419958, Kansas City, MO 64141, any
shareholder may exchange, without charge, any or all of his shares in the Fund,
subject to stated minimums, for shares of any of the publicly available Berger
Funds or Berger/BIAM Funds or for shares of the Money Market Portfolio, the
Government Securities Portfolio or the Tax-Exempt Portfolio of the Cash Account
Trust (the "CAT Portfolios"), separately managed, unaffiliated money market
funds. Exchanges may be made only if the Berger Fund or CAT Portfolio with
which you wish to exchange your shares is registered in your state of residence.
The exchange privilege with the CAT Portfolios does not constitute an offering
or recommendation of the shares of any such CAT Portfolio by the Fund, its
Advisor or Sub-Advisor or Berger Associates. Berger Associates is compensated
for administrative services it performs with respect to the CAT Portfolios.
It is your responsibility to obtain and read a prospectus of the Berger
Fund, Berger/BIAM Fund or CAT Portfolio into which you are exchanging. By
giving exchange instructions, a shareholder will be deemed to have acknowledged
receipt of the prospectus for the Berger Fund or CAT Portfolio being purchased.
You may make up to four exchanges out of the Fund during the calendar year.
This limit helps keep the Fund's net asset base stable and reduces the Fund's
administrative expenses. There currently is no limit on exchanges out of the
three CAT Portfolios. In times of extreme economic or market conditions,
exchanging Fund or CAT Portfolio shares by telephone may be difficult. See "How
to Redeem or Sell Fund Shares - Redemptions by Telephone" for procedures for
telephone transactions.
Redemptions of shares in connection with exchanges into or out of the Fund
are made at the net asset value per share next determined after the exchange
request is received. To receive a specific day's price, your letter or call
must be received before that day's close of the Exchange. A day or more delay
may be experienced prior to the investment of the redemption proceeds into a CAT
Portfolio. Each exchange represents the sale of shares from one fund and the
purchase of shares in another, which may produce a gain or loss for U.S. Federal
income tax purposes.
All exchanges out of the Fund are subject to the minimum and subsequent
investment requirements of the fund or CAT Portfolio into which shares are being
exchanged. Exchanges will be accepted only if the registration of the two
accounts is identical. Neither the Fund, the Berger Funds, the Berger/BIAM
Funds or the CAT Portfolios, nor their transfer agents or advisors, assume
responsibility for the authenticity of exchange instructions communicated by
telephone or in writing which are believed to be genuine. See "How to Redeem or
Sell Fund Shares - Redemptions by Telephone" for procedures for telephone
transactions. All shareholders have Telephone Transaction
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Privileges to authorize exchanges unless they specifically decline this service
on the account application or by writing to the Fund, c/o DST Systems, Inc.,
P.O. Box 419958, Kansas City, MO 64141.
(ii) SYSTEMATIC WITHDRAWAL PLAN. A shareholder who owns shares of
the Fund worth at least $5,000 at the current net asset value may establish a
Systematic Withdrawal account from which a fixed sum, minimum of $50, will be
paid to the shareholder monthly, quarterly, semiannually or annually. You will
receive confirmation of systematic withdrawals after the end of each calendar
quarter.
For more information regarding the Systematic Withdrawal Plan and forms to
open such accounts, please write to the Fund, c/o DST Systems, Inc., P. O.
Box 419958, Kansas City, MO 64141, or call 1-800-551-5849.
14. TAX-SHELTERED RETIREMENT PLANS
The Fund offers several tax-qualified retirement plans for adoption by
individuals and employers. Participants in these plans can accumulate shares of
the Fund on a tax-deferred basis.
The Fund offers both a profit-sharing plan and a money purchase pension
plan for employers and self-employed persons. Contributions to these plans are
tax-deductible and earnings are tax-exempt until distributed. Under the
profit-sharing plan, the employer or self-employed person can adjust their
contributions from year to year. Under the money purchase pension plan, the
employer or self-employed person must commit to a contribution each year. When
these plans are adopted by self-employed persons, they are commonly referred to
as Keogh or HR 10 plans.
The Fund also offers an Individual Retirement Account ("IRA"). Individuals
who have compensation, but who are either not covered by existing qualified
retirement plans and do not have spouses covered by such plans, or do not have
incomes which exceed certain amounts, may contribute tax-deductible dollars to
an IRA. Individuals who are covered by existing retirement plans or have
spouses covered by such plans, and whose incomes exceed the applicable amounts,
are not permitted to deduct their IRA contributions for U.S. Federal income tax
purposes. However, whether an individual's contributions are deductible or not,
the earnings on his or her IRA are not taxed until the account is distributed.
The Fund also offers a 403(b) Custodial Account. Employees of certain tax-
exempt organizations and public schools may contribute tax-deductible dollars to
these accounts, on which earnings are tax-exempt until distributed.
In order to receive the necessary materials to create a profit-sharing or
money purchase pension plan account, an IRA account or a 403(b) Custodial
Account, please write to the Fund, c/o BBOI Worldwide, P.O. Box 5005, Denver, CO
80217, or call 1-800-333-1001. Trustees for existing 401(k) or other plans
interested in utilizing Fund shares as an
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investment or investment alternative in their plans should contact the Fund at
1-800-333-1001.
15. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT
The Fund intends to declare dividends representing the Fund's net
investment income annually, normally in December. It is also the present policy
of the Fund to distribute annually all of its net realized capital gains.
Dividends declared and payable to shareholders of record on a specified date in
December will be deemed to have been received by shareholders on December 31 for
tax purposes if paid during January the following year.
The Fund is treated as a separate entity for tax purposes and intends to
elect and maintain qualification to be treated as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended. The Fund's
qualification as a regulated investment company will depend on the Portfolio
maintaining its status as a partnership for tax purposes. If the Fund qualifies
under Subchapter M and meets certain minimum distribution requirements, the Fund
generally will not be liable for U.S. Federal income tax on the amount of its
earnings that are timely distributed. If the Fund distributes annually less
than 98% of its income and gain, it may be subject to a nondeductible excise tax
equal to 4% of the shortfall.
All dividends and capital gains distributions paid by the Fund will be
automatically reinvested in shares of the Fund at the net asset value on the ex-
dividend date unless an investor specifically requests that either dividends or
distributions, or both, be paid in cash. The election to receive dividends or
distributions in cash or to reinvest them in Fund shares may be changed by
calling the Fund at 1-800-551-5849 or by written request to the Fund, c/o DST
Systems, Inc., P.O. Box 419958, Kansas City, MO 64141, and must be received at
least ten days prior to the record date of any dividend or capital gains
distribution.
The Fund will inform its shareholders of the amount and nature of such
income or gains resulting from their investment in the Fund. Dividends paid by
the Fund from net investment income and distributions from net short-term
capital gains in excess of any net long-term capital losses, whether received in
cash or reinvested, generally will be taxable as ordinary income. Distributions
received from the Fund designated as long-term capital gains (net of capital
losses), whether received in cash or reinvested, will be taxable as long-term
capital gains without regard to the length of time a shareholder has owned
shares in the Fund. Any loss on the redemption or other sale or exchange of the
Fund's shares held for six months or less will be treated as a long-term capital
loss to the extent of any long-term capital gain distribution received on the
shares. If a shareholder is exempt from U.S. Federal income tax, the
shareholder will not generally be taxed on amounts distributed by the Fund.
Investment income received by the Fund, directly or through the Portfolio,
from sources within foreign countries may be subject to foreign withholding and
other taxes withheld at the source. The U.S. has entered into tax treaties with
many foreign countries
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that, in some circumstances, may entitle the Fund or Portfolio to a reduced rate
of tax or exemption from tax on such income. It is impossible to determine the
effective rate of foreign tax in advance since the amount of the Portfolio's
assets to be invested within various countries will fluctuate and the extent to
which tax refunds will be recovered is uncertain. If, directly or through the
Portfolio, more than 50% in value of the Fund's total assets at the close of its
taxable year consists of securities of foreign corporations, the Fund may elect
to "pass-through" to its shareholders the income taxes paid by the Fund to
foreign governments during a year. Under this election, each shareholder will
be required to include the shareholder's pro rata portion of these foreign taxes
in gross income, but will be able to deduct (as an itemized deduction for
shareholders who itemize) or claim a foreign tax credit for such amount (subject
to various limitations). If the election is not made, foreign taxes will be
treated as an expense of the Fund.
At certain levels of taxable income, the Internal Revenue Code provides a
preferential tax rate for long-term capital gains. Long-term capital gains of
taxpayers other than corporations are taxed at a 28% maximum rate, whereas
ordinary income is taxed at a 39.6% maximum rate. Capital losses continue to be
deductible only against capital gains plus (in the case of taxpayers other than
corporations) $3,000 of ordinary income annually ($1,500 for married individuals
filing separately).
Some shareholders may be subject to 31% "backup withholding" on dividends,
capital gains distributions and redemption payments made by the Fund. Backup
withholding generally will apply to shareholders who fail to provide the Fund
with their correct taxpayer identification number or to make required
certifications. Backup withholding is not an additional tax. Any amounts
withheld may be credited against a shareholder's U.S. Federal income tax
liability.
The foregoing is only a brief summary of the U.S. Federal income tax
considerations affecting the Fund and its shareholders. See "Income Dividends,
Capital Gains Distributions and Tax Treatment" in the Statement of Additional
Information for more information regarding taxation. Potential investors should
consult their tax advisors with specific reference to their own tax situation.
16. ADDITIONAL INFORMATION
The Trust is a Delaware business trust organized on May 31, 1996. The Fund
was established on May 31, 1996, as a series or fund under the Trust. The Trust
is authorized to issue an unlimited number of shares of beneficial interest in
series. The Trust is also authorized to establish multiple classes of shares
representing differing interests in an existing or new series. As of the date
of this Prospectus, the series comprising the Berger/BIAM International Fund is
one of two series established under the Trust, although others may be added in
the future. Shares of the Fund are fully paid and nonassessable when issued.
Each share has a par value of $.01. All shares issued by the Fund participate
equally in dividends and other distributions by the Fund, and in the residual
assets of the Fund in the event of its liquidation.
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Shareholders of the Berger/BIAM International Fund and the other funds or
series of the Berger/BIAM Worldwide Funds Trust generally vote separately on
matters relating to those respective funds, although they vote together and with
the holders of any other series of the Trust issued in the future in the
election of trustees of the Trust and on all matters relating to the Trust as a
whole. Each full share of the Fund has one vote. Shares of the Fund have
noncumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of trustees can elect 100% of the trustees if
they choose to do so and, in such event, the holders of the remaining less than
50% of the shares voting for the election of trustees will not be able to elect
any person or persons as trustees. The Fund is not required to hold annual
shareholder meetings unless required by the Investment Company Act of 1940 or
other applicable law or unless called by the trustees.
If shareholders owning at least 10% of the outstanding shares of the
Berger/BIAM Worldwide Funds Trust so request, a special shareholders' meeting
will be held for the purpose of considering the removal of a trustee of the
Trust. Special meetings will be held for other purposes if the holders of at
least 25% of the outstanding shares of the Trust so request. Subject to certain
limitations, the Trust will facilitate appropriate communications by
shareholders desiring to call a special meeting for the purpose of considering
the removal of a trustee.
The Fund invests all of its investable assets in the Portfolio, a series of
Worldwide Portfolios, which is also a Delaware business trust divided into
series. Investors in each series of Worldwide Portfolios will vote separately
or together in the same manner as shareholders of the Trust's series. For more
information on the Trust and Worldwide Portfolios, see "Additional Information"
in the Statement of Additional Information.
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 Fund
contemplated by this Prospectus consistent with the Glass-Steagall Act and other
applicable banking laws and regulations. However, future changes in either
Federal or state statutes and regulations concerning the permissible activities
of banks and their affiliates, as well as future judicial or administrative
decisions or interpretations of present and future statutes and regulations,
might prevent BIAM from continuing to perform those services for the Fund.
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 the Trust and Worldwide Portfolios would review the
relationships with BIAM and consider taking all actions appropriate under the
circumstances.
17. PERFORMANCE
From time to time in advertisements, the Fund may discuss its performance
ratings as published by recognized mutual fund statistical services, such as
Lipper Analytical Services, Inc., CDA Investment Technologies, Inc.,
Morningstar, Inc., or Value Line Investment Survey or by publications of general
interest such as THE WALL STREET JOURNAL,
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INVESTOR'S BUSINESS DAILY, BARRON'S, FINANCIAL WORLD or KIPLINGER'S PERSONAL
FINANCE MAGAZINE. In addition, the Fund may compare its performance to that of
recognized broad-based securities market indices, including the Morgan Stanley
Capital International EAFE (Europe, Australasia, Far East) Index, the Dow Jones
World Index, the Standard & Poor's 500 Stock Index, the Nasdaq Composite Index,
or more narrowly-based indices which reflect the market sectors in which the
Fund invests.
The total return of the Fund is calculated for any specified period of time
by assuming the purchase of shares of the Fund at the net asset value at the
beginning of the period. Each dividend or other distribution paid by the Fund
is assumed to have been reinvested at the net asset value on the reinvestment
date. The total number of shares then owned as a result of this process is
valued at the net asset value at the end of the period. The percentage increase
is determined by subtracting the initial value of the investment from the ending
value and dividing the remainder by the initial value.
The Fund's total return reflects the Fund's performance over a stated
period of time. An average annual total return reflects the hypothetical
annually compounded return that would have produced the same total return if the
Fund's performance had been constant over the entire period. Total return
figures are based on the overall change in value of a hypothetical investment in
the Fund. Because average annual total returns for more than one year tend to
smooth out variations in the Fund's return, investors should recognize that such
figures are not the same as actual year-by-year results.
Any performance figures for the Fund are based upon historical results and
do not assure future performance. The investment return and principal value of
an investment will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original cost.
The Fund and the Portfolio commenced operations on ______________, 1996,
subsequent to the transfer to the Portfolio of assets held 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 "feeder" fund investing in the Portfolio (referred to as the
Berger/BIAM International Institutional Fund) which, in turn, transferred those
assets to the Portfolio in exchange for an interest in the Portfolio. As a
result of this transaction, the investment holdings in the Portfolio (in which
the Fund invests all of its investable assets) 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 Berger Associates.
The Pool was not a registered investment company since it was exempt from
registration under the Investment Company Act of 1940 (the "1940 Act"). Since,
in a practical sense, the Pool constitutes the "predecessor" of the Portfolio,
the Fund calculates its performance for periods commencing prior to the transfer
of the Pool's assets to the Portfolio by including the Pool's total return,
adjusted to reflect the deduction of fees and expenses
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<PAGE>
applicable to the Fund as stated in the Fee Table above in this Prospectus (that
is, adjusted to reflect estimated expenses, including the Fund's pro rata share
of the aggregate annual operating expenses, net of fee waivers, of the Portfolio
in which all of the investable assets of the Fund are invested). These fees and
expenses include 12b-1 fees.
The performance data set forth below includes the performance of the Pool
for periods before the Fund's and the Portfolio's registration statements became
effective. As noted above, the Pool was not registered under the 1940 Act and
thus was not subject to certain investment restrictions that are imposed by the
1940 Act. If the Pool had been registered under the 1940 Act, the Pool's
performance might have been adversely affected.
AVERAGE ANNUAL TOTAL RETURN
FOR PERIODS ENDED _______, 1996
- --------------------------------------------------------------------------------
BERGER/BIAM EAFE INDEX(2)
INTERNATIONAL FUND(1)
- --------------------------------------------------------------------------------
1-YEAR
- --------------------------------------------------------------------------------
3-YEAR
- --------------------------------------------------------------------------------
5-YEAR
- --------------------------------------------------------------------------------
SINCE INCEPTION(3)
- --------------------------------------------------------------------------------
(1) Total return for the Fund has been adjusted to reflect estimated expenses
of the Fund, including the Fund's pro rata share of the aggregate annual
operating expenses, net of fee waivers, of the Portfolio in which all of the
investable assets of the Fund are invested.
(2) Source: Morgan Stanley Capital International (MSCI). The MSCI EAFE Index
is a market capitalization weighted index composed of companies representative
of the market structure of 30 developed market countries in Europe, Australasia
and the Far East.
(3) Covers the period since _________, 19__.
All of the foregoing performance data were calculated in accordance with
methods prescribed by the Securities and Exchange Commission which are discussed
in more detail under the heading "Performance Information" in the Statement of
Additional Information.
Shareholders with questions should write to the Fund, c/o BBOI Worldwide,
P.O. Box 5005, Denver, CO 80217, or call 1-303-329-0200 or 1-800-333-1001.
-30-
<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any State.
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED JUNE 11, 1996
PROSPECTUS
BERGER/BIAM INTERNATIONAL INSTITUTIONAL FUND
The Berger/BIAM International Institutional Fund (the "Fund") is a "no-
load" mutual fund, more technically referred to as an open-end management
investment company, organized as a diversified series of the Berger/BIAM
Worldwide Funds Trust ("Trust"). The investment objective of the Fund is long-
term capital appreciation. The Fund seeks to achieve this objective by
investing all of its investable assets in the Berger/BIAM International
Portfolio (the "Portfolio") which, in turn, invests primarily in common stocks
of well established companies located outside the United States. 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.
UNLIKE MANY OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES, THE FUND SEEKS ITS INVESTMENT OBJECTIVE BY INVESTING
ALL OF ITS INVESTABLE ASSETS IN THE PORTFOLIO, AS DESCRIBED ABOVE. The
Portfolio is an open-end management investment company and a diversified series
of a separate trust known as the Berger/BIAM Worldwide Portfolios Trust
("Worldwide Portfolios"). The Portfolio's investment objective and policies are
identical to those of the Fund. The investment performance of the Fund directly
corresponds with the investment performance of the Portfolio. 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"). For further
information about the Fund's investment objective and structure, see "Investment
Objective and Policies and Risk Factors", "Introduction" and "Additional
Information About Master/Feeder Structure".
The Fund is designed primarily for direct investment by institutional
investors such as pension and profit sharing plans, employee benefit trusts,
endowments, foundations and corporations, as well as high net worth individuals.
Shares of the Fund are also offered through certain financial intermediaries
that may charge their customers transaction or other fees with respect to the
customers' investment in the Fund.
This Prospectus sets forth concisely the information about the Fund that a
prospective investor should consider before investing. Investors are advised to
retain this Prospectus for future reference. Additional information about the
Fund has been filed with the Securities and Exchange Commission. A copy of the
Statement of Additional Information, which is incorporated in its entirety by
reference, is available upon request without charge by writing to the Fund at
P.O. Box [_____], Denver, CO 80217, or by calling 1-800-[________].
Prospectuses are also available upon request for the following funds advised by
Berger Associates, Inc.: Berger 100 Fund, the Berger Growth and Income Fund,
the Berger Small Company Growth Fund and the Berger New Generation Fund.
INVESTMENTS IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK (INCLUDING BANK OF IRELAND). SHARES OF THE FUND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER
<PAGE>
GOVERNMENTAL AGENCY. AN INVESTMENT IN THE FUND IS SUBJECT TO INVESTMENT RISK,
INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY
STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus and the Statement of Additional Information
referred to above is _________________, 1996.
<PAGE>
Table of Contents
Section Page
- ------- ----
1. Fee Tables............................................................... 1
2. Introduction............................................................. 2
3. Investment Objective and Policies and Risk Factors....................... 3
4. Portfolio Turnover...................................................... 10
5. Additional Information About Master/Feeder Structure..................... 10
6. Management and Investment Advice......................................... 12
7. Expenses of the Fund..................................................... 15
8. Purchase of Shares in the Fund........................................... 17
9. Net Asset Value.......................................................... 19
10. Open Account System and Share Certificates.............................. 20
11. Redemption of Fund Shares............................................... 20
12. Exchange Privilege..................................................... 23
13. Plans and Programs...................................................... 24
14. Income Dividends, Capital Gains Distributions and Tax Treatment......... 24
15. Additional Information.................................................. 26
16. Performance............................................................. 27
<PAGE>
1. FEE TABLES
SHAREHOLDER TRANSACTION EXPENSES
- --------------------------------------------------------------------------------
Maximum Sales Load Imposed on Purchases 0%
- --------------------------------------------------------------------------------
Maximum Sales Load Imposed on Reinvested Dividends 0%
- --------------------------------------------------------------------------------
Deferred Sales Load 0%
- --------------------------------------------------------------------------------
Redemption Fees 0%
- --------------------------------------------------------------------------------
Exchange Fee 0%
- --------------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)*
- --------------------------------------------------------------------------------
TOTAL
FUND
INVESTMENT OPERATING
ADVISORY EXPENSES
FEE OTHER (AFTER
(AFTER WAIVER) EXPENSES** WAIVER)
- --------------------------------------------------------------------------------
Berger/BIAM International ____%*** ____% ____%***
Institutional Fund
- --------------------------------------------------------------------------------
* Annual Fund Operating Expenses includes the Fund's pro rata portion of the
annual operating expenses of the Portfolio, which are borne indirectly by
the Fund.
** Other Expenses primarily include administrative services fees and
registration fees paid by the Fund and custodian fees paid by the Portfolio
and are based on estimated expenses for the first year of operations of the
Fund and the Portfolio.
*** Although the Fund does not pay an investment advisory fee directly to an
investment advisor, it bears indirectly, as an investor in the Portfolio,
its pro rata portion of the advisory fee paid by the Portfolio to the
Advisor. The Advisor has agreed to waive its investment advisory fee 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. Absent the waiver, the Investment Advisory Fee would be
____% and Total Fund Operating Expenses would be estimated to be _____%.
EXAMPLES
You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return, and (2) redemption at the end of each time period:
- --------------------------------------------------------------------------------
1 YEAR 3 YEARS
- --------------------------------------------------------------------------------
Berger/BIAM International Institutional Fund $___* $___*
- --------------------------------------------------------------------------------
* Based on estimated expenses for the first year of operations of the Fund
and the Portfolio, after waiver.
-1-
<PAGE>
THE EXPENSES SET FORTH IN THE PRECEDING TABLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY
BE GREATER OR LESS THAN THE ASSUMED AMOUNT.
Total Operating Expenses include the Fund's pro rata share of the aggregate
annual operating expenses of the Portfolio, in which all of the investable
assets of the Fund are invested. The trustees of the Trust believe that the
investment in the Portfolio by investors in addition to the Fund may enable the
Portfolio to achieve economies of scale which could reduce expenses and,
accordingly, that the aggregate per share expenses of the Fund and the Fund's
pro rata share of the expenses of the Portfolio will be less than or
approximately equal to the expenses the Fund would incur if it retained the
services of an investment advisor and the assets of the Fund were invested
directly in the type of securities held by the Portfolio. While the investment
advisory fee for the Portfolio is higher than that paid by most other mutual
funds, it is comparable to the investment advisory fee paid by many other
international equity funds.
The purpose of the preceding tables is to assist the investor in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. The Fund's expenses are described in greater
detail under "Management and Investment Advice", and "Expenses of the Fund".
2. INTRODUCTION
The Berger/BIAM International Institutional Fund is an open-end,
diversified management investment company commonly referred to as a "mutual
fund". The Fund is a "no-load" fund, meaning that a buyer pays no commissions
or sales load when buying shares of the Fund. This Prospectus describes the
securities offered by the Fund.
The Fund is a series of the Berger/BIAM Worldwide Funds Trust, a Delaware
business trust, and invests in the Portfolio that, in turn, invests in
securities in accordance with an investment objective, policies and limitations
that are identical to those of the Fund. This is sometimes called a
master/feeder fund structure, because the Fund and other investors who invest in
the Portfolio "feed" shareholders' investments into the Portfolio, a "master"
fund. The structure looks like this:
-2-
<PAGE>
Shareholders
BUY SHARES IN [down arrow]
Fund
INVESTS IN [down arrow]
Portfolio
INVESTS IN [down arrow]
Stocks and
Other Securities
The trustees of the Trust believe that this structure may benefit
shareholders, since investment in the Portfolio by investors in addition to the
Fund may enable the Portfolio to achieve economies of scale which could reduce
expenses. For more information about this structure, see "Additional
Information About Master/Feeder Structure".
The Fund is designed primarily for direct investment by institutional
investors such as pension and profit sharing plans, employee benefit trusts,
endowments, foundations and corporations, as well as high net worth individuals.
Shares of the Fund are also offered through certain financial intermediaries
that may charge their customers transaction or other fees with respect to the
customers' investment in the Fund.
3. INVESTMENT OBJECTIVE AND POLICIES AND RISK FACTORS
The investment objective of the Fund is long-term capital appreciation.
The Fund seeks to achieve this objective by investing all of its investable
assets in the Portfolio which, in turn, invests 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.
-3-
<PAGE>
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.
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.
-4-
<PAGE>
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.
WHY INVEST IN THIS FUND?
The Advisor believes there is substantial opportunity for long-term capital
growth in foreign markets, as certain foreign economies may grow more rapidly
than the U.S. economy. In addition, boundaries and borders no longer define or
confine the operations of many of the world's business entities. Companies
raise capital, purchase raw materials, manufacture and distribute products on a
worldwide basis. Many successful, profitable companies benefit from global
economic growth, including those in foreign markets. The Fund seeks to take
advantage of the investment opportunities created by an increasingly global
economy.
Investors, too, can benefit from taking a global perspective and looking
for dynamic business themes, growing industries, efficient companies and
undervalued stocks worldwide. The Fund is designed to give investors access to
such opportunities that exist outside the United States.
One reason for investing internationally is the opportunity to earn higher
investment returns. On a total return basis, foreign stocks represented by the
Morgan Stanley Capital International EAFE (Europe, Australasia, Far East) Index
outperformed U.S. stocks represented by the Standard & Poor's 500 Stock Index in
all but two rolling ten-year periods ended 1981 through 1995. Of course, during
this time there were shorter periods when U.S. stocks had higher returns.
Additionally, there have been time periods when the EAFE Index produced negative
returns. Accordingly, investors in foreign equity securities should have a
long-term investment perspective, as international markets tend to be more
volatile than the U.S. market.
International investing also expands investment opportunities. The U.S.
percentage of the world's stock market capitalization has decreased over the
past 20 years. Today, more than half of the world's stock market capitalization
consists of non-U.S. stocks and companies. Since foreign stocks do not always
move in tandem with U.S. stocks and with each other, international investing
also has the potential to add diversification to an all- U.S. stock portfolio by
spreading investments across a number of markets.
Investors who wish to diversify their portfolio internationally can do so
by investing directly in foreign stocks, but they may find it difficult to make
purchases and sales, obtain reliable information, hold securities in safekeeping
and manage the conversion of the value of their international investments into
U.S. dollars. Investing in the Fund, however, eliminates these complications.
With a single investment, the investor owns a diversified international
investment portfolio that is actively managed by experienced professionals.
BIAM, the Portfolio's Sub-Advisor, has extensive experience in dealing with
foreign markets and with brokers and custodian banks around the world. BIAM
also has the
-5-
<PAGE>
benefit of an established information network and believes the Fund offers a
convenient and cost-effective means of investing internationally.
Of course, as an international fund, the Fund entails special risks as
described below. The Fund seeks to reduce these risks through diligent research
and diversification.
SECURITIES, INVESTMENT PRACTICES AND RISK FACTORS
Since the shares of the Fund represent an investment the Portfolio, which
in turn primarily represents an investment in common stocks, investors should
understand that the net asset value of the Fund will change as the market value
of the securities held in the Portfolio changes and that the value of a Fund
share 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.
The Fund is not intended as a complete or balanced investment vehicle, but
rather as an investment for persons who are in a financial position to assume
the risk and share price volatility associated with foreign investments. As a
result, the Fund should be considered as a long-term investment vehicle.
The investment objective of the Fund and the Portfolio is considered
fundamental, meaning that it cannot be changed without a vote of the
shareholders of the Fund and, as to the Portfolio's objective, of the investors
in the Portfolio. There can be no assurance that the Fund's or 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
-6-
<PAGE>
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.
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 the Statement of Additional Information.
-7-
<PAGE>
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 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,
-8-
<PAGE>
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 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 Fund's qualification
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 the Statement of Additional Information.
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 shareholder 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
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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 the Statement of
Additional Information.
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 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 shareholder approval. For more detail about
the Portfolio's investment restrictions, see the Statement of Additional
Information.
4. 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 purchases and redemptions of shares of the Fund or 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%.
5. ADDITIONAL INFORMATION ABOUT MASTER/FEEDER STRUCTURE
Unlike other mutual funds that directly acquire and manage their own
portfolios of securities, the Fund (referred to as a feeder fund) seeks to
achieve its investment objective by investing all of its investable assets in
the Portfolio (referred to as a master fund). This two-tier structure is known
as a master/feeder. The Fund has the same investment objective and policies as
the Portfolio. The Fund will invest only in the Portfolio, and the Fund's
shareholders will therefore acquire only an indirect interest in the investments
of the Portfolio.
In addition to selling a beneficial interest to the Fund, the Portfolio may
sell beneficial interests to other mutual funds or institutional investors (that
is, other feeder
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funds). Such investors will invest in the Portfolio on the same terms and
conditions and will pay their proportionate share of the Portfolio's expenses.
However, the other investors investing in the Portfolio are not required to
issue their shares at the same public offering price as the Fund due to
potential differences in expense structures. Accordingly, investors in the Fund
should be aware that these differences may result in differences in returns
experienced by investors in the different funds that invest in the Portfolio.
Such differences in returns are common in this type of mutual fund structure and
are also present in other mutual fund structures. Information concerning other
investors in the Portfolio (for example, other feeder funds) is available from
the Fund at 1-800-[_________].
The investment objective of the Fund may not be changed without the
approval of the Fund's shareholders. The investment objective of the Portfolio
may not be changed without the approval of the investors in the Portfolio,
including the Fund. If the objective of the Portfolio changes and the
shareholders of the Fund do not approve a parallel change in the Fund's
investment objective, the trustees of the Trust will consider other
alternatives, including seeking an alternative investment vehicle or directly
retaining the Fund's own investment advisor.
Smaller funds investing in the Portfolio may be materially affected by the
actions of larger funds investing in the Portfolio. For example, if a larger
fund invests or withdraws from the Portfolio, the remaining funds may experience
lower or higher pro rata operating expenses. Lower returns could result from a
large withdrawal. However, this possibility also exists for traditionally
structured funds which have large or institutional investors. Also, a fund with
a greater pro rata ownership in the Portfolio could have effective voting
control over the operations of the Portfolio.
Whenever the Fund is requested to vote as an investor in the Portfolio on
matters pertaining to the Portfolio (other than a vote by the Fund to continue
the operation of the Portfolio upon the withdrawal of another investor in the
Portfolio), the Fund will hold a meeting of its shareholders and will cast all
of its votes as an investor in the Portfolio in the same proportion as directed
by the votes of the Fund's shareholders. Fund shareholders who do not vote will
not affect the votes cast by the Fund at the meeting of the Portfolio investors.
The percentage of the votes representing the Fund's shareholders will be voted
by the Fund in the same proportion as the Fund's shareholders who do, in fact,
vote.
The Fund may withdraw its investment in the Portfolio at any time, if the
trustees of the Trust determine that it is in the best interests of the Fund to
do so. Certain changes in the Portfolio's investment objective, policies and
limitations may require the Fund to withdraw its investment in the Portfolio.
Upon any such withdrawal, the trustees would consider what action might be
taken, including investing the Fund's assets in another pooled investment entity
having the same investment objective and policies as the Fund or retaining an
investment advisor to manage the Fund's assets in accordance with the investment
policies described above with respect to the Portfolio. Any such withdrawal
could result in a distribution in kind of portfolio securities (as opposed to a
cash distribution) from the Portfolio. If securities are distributed, the Fund
could incur brokerage, tax or other charges
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in converting the securities to cash. In addition, a distribution in kind may
adversely affect the liquidity of the Fund.
This Prospectus and the Statement of Additional Information contain more
detailed information about this master/feeder organizational structure,
including information related to: (i) the investment objective, policies and
restrictions of the Fund and the Portfolio; (ii) the trustees and officers of
the Trust and Worldwide Portfolios, and the management of the Fund and the
Portfolio; (iii) portfolio transactions and brokerage commissions; (iv) the
Fund's shares, including the rights and liabilities of its shareholders; (v)
additional performance information, including the method used to calculate total
return; and (vi) the determination of the value of the shares of the Fund.
6. MANAGEMENT AND INVESTMENT ADVICE
The trustees of the Trust are responsible for major decisions relating to
the Fund's policies and objective. They also oversee the operation of the Fund
by its officers and review the investment performance of the Fund on a regular
basis. The trustees of Worldwide Portfolios have overall responsibility for
operation of the Portfolio. A majority of the trustees of the Trust and
Worldwide Portfolios who are not "interested persons" (as defined in the
Investment Company Act of 1940) of the Trust or Worldwide Portfolios
("Independent Trustees") have adopted written procedures reasonably appropriate
to deal with potential conflicts of interest arising from the fact that the same
individuals are trustees of the Trust and Worldwide Portfolios, up to and
including creating a new board of trustees for the Trust or Worldwide
Portfolios.
THE ADVISOR -- GENERAL BUSINESS MANAGEMENT AND INVESTMENT OVERSIGHT
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, 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".
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THE SUB-ADVISOR -- EXPERIENCED INTERNATIONAL INVESTMENT MANAGEMENT
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.
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 trustees of Worldwide Portfolios have authorized the Sub-Advisor to
consider sales of shares of the Fund by a broker-dealer or the recommendations
of a broker-dealer to its customers that they purchase Fund 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.
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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 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"
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(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 Independent Trustees of
Worldwide Portfolios 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
investors. The new Agreements are identical in their terms to the initial
Agreements described in this Prospectus, except for commencement date. No
further trustee or shareholder vote is anticipated to approve the new Agreements
upon 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 Fund.
7. EXPENSES OF THE FUND
The Fund is allocated and bears indirectly its pro rata share of the
aggregate annual operating expenses of the Portfolio, since all of the
investable assets of the Fund are invested in the Portfolio. 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
Independent Trustees; 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. 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.
Expenses of the Fund include, among others, its pro rata share of the
expenses of the Trust, such as: expenses of registering the Trust with
securities authorities; compensation of its Independent Trustees; expenses of
meetings of the trustees and shareholders of the Trust; association dues; legal
fees; and insurance premiums of the Trust. Expenses of the Fund also include,
among others, registration and filing fees incurred in
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<PAGE>
registering shares of the Fund with securities authorities; taxes imposed on the
Fund; the fee payable to the Advisor under the Administrative Services
Agreement; and such other non-recurring and extraordinary items as may arise
from time to time.
SERVICE ARRANGEMENTS FOR THE FUND
Under the Administrative Services Agreement with the Fund, the Advisor
serves as the administrator of the Fund. In this capacity, it administers and
manages all aspects of the Fund's day-to-day operations, subject to the
supervision of the trustees of the Trust. The Advisor is responsible, at its
expense, for furnishing (or procuring other parties to furnish) recordkeeping
and pricing services, custodian services, transfer agency and dividend
disbursing services, audit services and certain other administrative and
recordkeeping services, such as coordinating matters relating to the operations
of the Fund, monitoring the Fund's status as a "regulated investment company"
under the Internal Revenue Code of 1986, coordinating registration of sufficient
Fund shares under federal and state securities laws, preparing or supervising
the preparation of registration statements, tax returns, proxy materials,
financial statements and reports for filing with regulatory authorities and
distribution to shareholders of the Fund, and printing and mailing required
shareholder reports and communications. Under the Administrative Services
Agreement, the Fund pays the Advisor a fee at an annual rate equal to the lesser
of (i) ______% of its average daily net assets, or (ii) the Advisor's annual
cost to provide or procure these services, plus an additional .02 of 1% (0.02%)
of the Fund's average daily net assets. The trustees of the Trust regularly
review amounts paid to and expenditures incurred by the Advisor pursuant to the
Administrative Services Agreement.
The Advisor or the distributor of the Fund's shares has entered into
arrangements with certain organizations (broker-dealers, recordkeepers and
administrators) to provide subtransfer agency, recordkeeping, shareholder
communications, subaccounting and/or other services to investors purchasing
shares of the Fund through investment programs or pension plans established or
serviced by those organizations. The Advisor or the Fund's distributor may pay
fees to these organizations for their services. For purposes of determining the
Advisor's cost of providing or procuring transfer agency and dividend disbursing
services under the Administrative Services Agreement, the Advisor may take into
account only the fees that otherwise would be paid for by the Advisor if all the
investors who own Fund shares through the organization were registered record
holders of shares in the Fund.
Berger Associates has been delegated the responsibility to perform certain
of the administrative and recordkeeping services required under the
Administrative Services Agreement and to procure, at the Advisor's expense,
third parties to provide the services not provided by Berger Associates. Berger
Associates is paid a fee by the Advisor of ____% of the Fund's average daily net
assets for its services under this arrangement. During certain periods, Berger
Associates may voluntarily waive all or a portion of its fee from the Advisor,
which will not affect the fee paid by the Fund to the Advisor under the
Administrative Services Agreement. Investors Fiduciary Trust Company ("IFTC")
has been appointed to provide recordkeeping and pricing services to the Fund,
including calculating
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<PAGE>
the daily net asset value of the Fund, and to perform certain accounting and
recordkeeping functions that it requires. In addition, IFTC has been appointed
to serve as the Fund's custodian, transfer agent and dividend disbursing agent.
IFTC has engaged DST Systems, Inc. ("DST"), as sub-transfer agent to provide
transfer agency and dividend disbursing services for the Fund, and has engaged
State Street Bank and Trust Company ("State Street") as sub-custodian. The fees
of Berger Associates, IFTC, DST and State Street are all paid by the Advisor.
Approximately 40% of the outstanding shares of DST are owned by KCSI, which also
owns approximately 80% of the outstanding shares of Berger Associates.
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.
DISTRIBUTOR
The distributor (principal underwriter) of the Fund's shares is
_________________ (the "Distributor"), [address]. [_____________________ is a
wholly-owned subsidiary of ________________. Certain persons affiliated with
______________________ are also affiliated with the Trust and Worldwide
Portfolios.]
8. PURCHASE OF SHARES IN THE FUND
The Fund is designed primarily for direct investment by institutional
investors such as pension and profit sharing plans, employee benefit trusts,
endowments, foundations and corporations, as well as high net worth individuals.
Shares of the Fund are also offered through certain financial intermediaries
that may charge their customers transaction or other fees with respect to the
customers' investment in the Fund.
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<PAGE>
Shares in the Fund may be purchased at the relevant net asset value without
a sales charge. The minimum initial investment for shares of the Fund is
$100,000. To purchase shares in the Fund, simply complete the application form
enclosed with this Prospectus and mail it to the Fund in care of DST Systems,
Inc., the Fund's transfer agent, as follows:
Berger/BIAM Funds
c/o DST Systems, Inc.
P.O. Box [_______]
Kansas City, MO 64141
Payment for shares purchased may be made as follows:
BY WIRE OR ELECTRONIC FUNDS TRANSFER. Payment for shares purchase may be
made by wire or electronic funds transfer from the investor's bank to DST
Systems, Inc. Please call 1-800-[_________] for current wire or electronic
funds transfer instructions. The following information may be requested: name
of authorized person; shareholder name; shareholder account number; name of
Fund; amount being wired or transferred; and name or wiring or transferring
bank.
BY MAIL. Alternatively, payment for shares purchased may be made by mail,
so long as payment is accompanied or preceded by a completed account
application. Payment should be made by check or money order drawn on a United
States bank and made payable to the "Berger/BIAM Funds". Checks not made
payable to the Berger/BIAM Funds, the account registrant, transfer agent or
retirement account custodian will not be accepted. The Fund will not accept
purchases by cash or credit card or checks drawn on foreign banks unless
provision is made for payment through a U.S. bank in U.S. dollars.
All purchase orders are effected at the relevant net asset value for share
of the Fund next determined after receipt of the purchase order, completed
application and payment. A purchase order, together with payment in proper
form, received by the transfer agent, sub-transfer agent or any other authorized
agent of the Fund prior to the close of the New York Stock Exchange (the
"Exchange") on a day the Fund is open for business will be effected at that
day's net asset value. An order received after that time will be effected at
the net asset value determined on the next business day.
Additional investments may be made at any time by telephone or by mail at
the relevant net asset value by calling or writing the Fund and making payment
by wire or electronic funds transfer as outlined above.
A confirmation indicating the details of the transaction will be sent
promptly. Unless full shares only are specified, all purchases will be made in
full and fractional shares calculated to three decimal places.
Fund shares may also be purchased through certain broker-dealers that have
established mutual fund programs and certain other organizations connected with
pension and
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<PAGE>
retirement plans. These broker-dealers and other organizations may charge
investors a fee for their services, may require different minimum initial and
subsequent investments than the Fund and may impose other charges or
restrictions different from those applicable to shareholders who invest in the
Fund directly. Fees charged by these organizations will have the effect of
reducing a shareholder's total return on an investment in Fund shares. No such
charge will be paid by an investor who purchases the Fund shares directly from
the Fund as described above.
The Fund will, at its discretion, accept orders transmitted by broker-
dealers although not accompanied by payment for the shares being purchased.
Payment must be received from the broker-dealer within three business days after
acceptance of the order. The price at which a purchase will be effected is
based on the next calculation of net asset value after the order is received by
the Fund's transfer agent, sub-transfer agent or any other authorized agent of
the Fund.
The Fund reserves the right in its sole discretion to withdraw all or any
part of the offering made by this Prospectus or to reject purchase orders, when
in the judgment of management, such withdrawal or rejection is in the best
interest of the Fund. The Fund also reserves the right at any time to waive the
minimum investment requirements applicable to initial investments or to increase
the minimums following notice. No application to purchase shares is binding on
the Fund until accepted in writing.
Investors may, subject to the approval of the Trust and Worldwide
Portfolios, purchase shares of the Fund with liquid securities that are eligible
for purchase by the Portfolio (consistent with the Fund's and the Portfolio's
investment policies and restrictions) and that have a value that is readily
ascertainable in accordance with the valuation policies of the Trust and
Worldwide Portfolios. These transactions will be effected only if the Sub-
Advisor intends to retain the securities in the Portfolio as an investment.
Assets so purchased will be valued in generally the same manner as they would be
valued for purposes of pricing the Fund's shares, if such assets were included
in the Portfolio's assets at the time of purchase. The Trust and Worldwide
Portfolios reserve the right to amend or terminate this practice at any time.
9. NET ASSET VALUE
The price of the Fund's shares is based on the net asset value of the Fund,
which is determined at the close of the regular trading session of the Exchange
(normally 4:00 p.m., New York time) each day that the Exchange is open. The per
share net asset value of the Fund is determined by dividing the total value of
its assets, less liabilities, by the total number of shares outstanding. Since
the Fund will invest all of its investable assets in the Portfolio, the value of
the Fund's investable assets will be equal to the value of its beneficial
interest in the Portfolio.
The Portfolio's securities and other assets are valued as follows:
securities are valued at market value or, if market quotations are not readily
available, at their fair value determined in good faith pursuant to consistently
applied procedures established by the
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trustees. Money market instruments maturing within 60 days are valued at
amortized cost, which approximates market value. All assets and liabilities
initially expressed in terms of non-U.S. dollar currencies are translated into
U.S. dollars at the prevailing market rates as quoted by one or more banks or
dealers shortly before the close of the Exchange. See the Statement of
Additional Information for more detailed information.
Generally, trading in foreign securities markets is substantially completed
each day at various times prior to the close of the Exchange. The values of
foreign securities used in computing the net asset value of the shares of the
Fund are determined as of the earlier of such market close or the closing time
of the Exchange. Occasionally, events affecting the value of such securities
may occur between the times at which they are determined and the close of the
Exchange, or when the foreign market on which such securities trade is closed
but the Exchange is open, which will not be reflected in the computation of net
asset value. If during such periods, events occur which materially affect the
value of such securities, the securities will be valued at their fair market
value as determined in good faith pursuant to consistently applied procedures
established by the trustees.
The Portfolio's securities may be listed primarily on foreign exchanges or
over-the-counter dealer markets which may trade on days when the Exchange is
closed (such as customary U.S. holidays) and the Fund's net asset value is not
calculated. As a result, the net asset value of the Fund may be significantly
affected by such trading on days when shareholders cannot purchase or redeem
shares of the Fund.
Since the Fund does not impose any front end sales load or redemption fee,
both the purchase price and the redemption price of a Fund share are the same
and will be equal to the next calculated net asset value of a share of the Fund.
10. OPEN ACCOUNT SYSTEM AND SHARE CERTIFICATES
Unless otherwise directed, all investor accounts are maintained on a book-
entry basis. Share certificates will not be issued unless requested by the
shareholder. Shares purchased by dividend reinvestment, and shares redeemed
under a Systematic Withdrawal Plan, will be confirmed after the end of each
calendar quarter. Following any other investment or redemption, the investor
will receive a printed confirmation indicating the dollar amount of the
transaction, the per share price of the transaction and the number of shares
purchased or redeemed.
11. REDEMPTION OF FUND SHARES
(i) SHARE REDEMPTIONS BY MAIL. The Fund will redeem, at current net asset
value, all shares of the Fund offered for redemption. The redemption price of
shares tendered for redemption will be the net asset value next determined after
receipt of all required documents by the Fund's transfer agent, sub-transfer
agent or other authorized agent of the Fund. To receive the net asset value for
a specific day, a redemption request must be received before the close of the
Exchange on that day. Shareholders who purchased their
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shares directly from the Fund may redeem all or part of their shares in the Fund
by sending a written request to the Fund, c/o DST Systems, Inc., P.O. Box
[______], Kansas City, MO 64141. The written request for redemption must be
signed by each registered owner exactly as the shares are registered and must
clearly identify the account and the number of shares or the dollar amount to be
redeemed.
The signatures of the redeeming shareholders must be guaranteed by a
national or state bank, a member firm of a domestic stock exchange or the
National Association of Securities Dealers (NASD), a credit union, a federal
savings and loan association or another eligible guarantor institution if the
redemption: is being made payable other than exactly as registered; is being
mailed to an address which has been changed within 30 days of the redemption
request; or is being mailed to an address other than the one on record. A
notary public is not an acceptable guarantor. The Fund also reserves the right
to require a signature guarantee under other circumstances. The signature
guarantees must appear, together with the signatures of the registered owners,
(i) on the written request for redemption which clearly identifies the account
and the number of shares to be redeemed, (ii) on a separate instrument of
assignment ("stock power") which may be obtained from a bank or broker, or
(iii) on any share certificates tendered for redemption. The use of signature
guarantees is intended to protect the shareholder and the Fund from a possibly
fraudulent application for redemption.
(ii) REDEMPTIONS BY TELEPHONE. All shareholders have Telephone Transaction
Privileges to authorize purchases, exchanges or redemptions unless they
specifically decline this service on the account application or by writing to
the Fund, c/o DST Systems, Inc., P.O. Box [______], Kansas City, MO 64141. The
telephone redemption option is not available for shares held in retirement
accounts sponsored by the Fund. Redemption requests may be made by telephoning
DST Systems, Inc., at 1-800-[_______]. To receive the net asset value for a
specific day, a redemption request must be received before the close of the
Exchange on that day. As discussed above, the signature of a redeeming
shareholder must be signature guaranteed, and therefore shares may not be
redeemed by telephone, if the redemption: is being made payable other than
exactly as registered; is being mailed to an address which has been changed
within 30 days of the redemption request; is being mailed to an address other
than the one on record; or the shares are represented by share certificates
issued to the shareholder.
All telephone transactions are recorded and written confirmations
indicating the details of all telephone transactions will promptly be sent to
the shareholder of record. Prior to accepting a telephone transaction, the Fund
and its transfer agent may require the shareholder placing the order to provide
certain identifying information. A shareholder electing to communicate
instructions by telephone may be giving up some level of security that would
otherwise be present were the shareholder to request a transaction in writing.
Neither the Fund nor its transfer agent or Advisor assume responsibility for the
authenticity of instructions communicated by telephone which are reasonably
believed to be genuine and which comply with the foregoing procedures. The
Fund, and/or its transfer agent, may be liable for losses resulting from
unauthorized or fraudulent telephone instructions in the event these procedures
are not followed.
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In times of extreme economic or market conditions, redeeming shares by
telephone may be difficult. The Fund may terminate or modify the procedures
concerning the telephone redemption and wire transfer services at any time,
although shareholders of the Fund will be given at least 60 days' prior notice
of any termination or material modification. The Advisor may, at its own risk,
waive certain of the redemption requirements described in the preceding
paragraphs.
(iii) PAYMENT FOR REDEEMED SHARES. Payment for shares redeemed upon
written request will be made by check and generally will be mailed within three
business days after receipt by the transfer agent of the properly executed
redemption request and any outstanding certificates for the shares to be
redeemed. Payment for shares redeemed by telephone will be made by check
payable to the account name(s) and address exactly as registered, and generally
will be mailed within three business days following the date of the request for
redemption.
A shareholder may request that payment for redeemed shares of the Fund be
made by wire or electronic funds transfer. Shareholders may elect to use these
services on the account application or by providing the Fund with a signature
guaranteed letter requesting these services and designating the bank to receive
all wire or electronic funds transfers. A shareholder may change the
predesignated bank of record by providing the Fund with written, signature
guaranteed instructions. Redemption proceeds paid by wire transfer will be
transmitted to the shareholder's predesignated bank account on the next business
day after receipt of the shareholder's redemption request. Redemption proceeds
paid by electronic funds transfer will be electronically transmitted to the
shareholder's predesignated bank account on the second business day after
receipt of the shareholder's redemption request. All redemption requests
initiated by telephone in excess of $______________ must be confirmed in writing
by an authorized party prior to processing and transmission of proceeds. There
is no fee for wire or electronic funds transfer of proceeds from the redemption
of Fund shares.
Shareholders may encounter delays in redeeming shares purchased by check
(other than cashier's or certified checks) or electronic funds transfer if the
redemption request is made within 15 days after the date of purchase. In those
situations, the redemption check will be mailed within 15 days after the
transfer agent's receipt of the purchase instrument, provided that it has not
been dishonored or cancelled during that time. The foregoing policy is to
ensure that all payments for the shares being redeemed have been honored. In
addition to the foregoing restrictions, no redemption payment can be made for
shares which have been purchased by telephone order until full payment for the
shares has been received. In any event, valid redemption requests concerning
shares for which full payment has been made will be priced at the net asset
value next determined after receipt of the request.
(iv) REDEMPTION IN KIND. The Fund intends to redeem its shares only for
cash, although it retains the right to redeem its shares in kind under unusual
circumstances, in order to protect the interests of the remaining shareholders,
by the delivery of securities selected from its assets at its discretion. The
Fund is, however, governed by Rule 18f-1 under the Investment Company Act of
1940 pursuant to which the Fund is obligated to
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redeem shares solely in cash up to the lesser of $250,000 or 1% of the net
assets of the Fund during any 90-day period for any one shareholder. Should
redemptions by any shareholder during any 90-day period exceed such limitation,
the Fund will have the option of redeeming the excess in cash or in kind. If
shares are redeemed in kind, the redeeming shareholder might incur brokerage
costs in converting the assets to cash.
(v) REDEMPTIONS BY THE FUND. As a means of reducing its expenses, the Fund
is authorized to redeem involuntarily all shares held in accounts with a value
of less than $100,000. Such redemptions will be permitted only when the account
is reduced below the minimum value by redemption, and not by declines in per
share net asset value. As a result, accounts established with the applicable
minimum investment might be subject to redemption after only a small redemption
has been made by the shareholder. At least 60 days' written notice will be
given to a shareholder before such an account is redeemed. During that time,
the shareholder may add sufficient funds to the account to meet or exceed the
minimum. If this condition is not met, the shares will be redeemed at the per
share net asset value next determined after the 60th day following the notice.
A check for the proceeds will be sent to the shareholder unless a share
certificate has been issued, in which case payment will be made upon surrender
of the certificate.
12. EXCHANGE PRIVILEGE
(i) EXCHANGES. By telephoning the Fund at 1-800-[_______], or writing to
the Fund, in care of DST at P.O. Box [______], Kansas City, MO 64141, any
shareholder may exchange, without charge, any or all of his shares in the Fund,
subject to stated minimums, for shares of any of the publicly available Berger
Funds or Berger/BIAM Funds. Exchanges may be made only if the Berger Fund or
Berger/BIAM Fund into which a shareholder wishes to exchange shares is
registered in the shareholder's state of residence.
It is each investor's responsibility to obtain and read a prospectus of the
Berger Fund or Berger/BIAM Fund into which the investor is exchanging. By
giving exchange instructions, a shareholder will be deemed to have acknowledged
receipt of the prospectus for the Berger Fund or Berger/BIAM Fund being
purchased. Up to four exchanges out of the Fund are permitted during the
calendar year. This limit helps keep the Fund's net asset base stable and
reduces the Fund's administrative expenses. In times of extreme economic or
market conditions, exchanging Fund shares by telephone may be difficult. See
"How to Redeem or Sell Fund Shares - Redemptions by Telephone" for procedures
for telephone transactions.
Redemptions of shares in connection with exchanges into or out of the Fund
are made at the net asset value per share next determined after the exchange
request is received. To receive a specific day's price, a letter or call must
be received before that day's close of the Exchange. Each exchange represents
the sale of shares from one fund and the purchase of shares in another, which
may produce a gain or loss for U.S. Federal income tax purposes.
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All exchanges out of the Fund are subject to the minimum and subsequent
investment requirements of the fund into which shares are being exchanged.
Exchanges will be accepted only if the registration of the two accounts is
identical. Neither the Fund, the Berger Funds, the Berger/BIAM Funds, nor their
transfer agents or advisors assume responsibility for the authenticity of
exchange instructions communicated by telephone or in writing which are believed
to be genuine. See "How to Redeem or Sell Fund Shares - Redemptions by
Telephone" for procedures for telephone transactions. All shareholders have
Telephone Transaction Privileges to authorize exchanges unless they specifically
decline this service on the account application or by writing to the Fund,
c/o DST Systems, Inc., P.O. Box [______], Kansas City, MO 64141.
13. PLANS AND PROGRAMS
The Fund offers several tax-qualified retirement plans for adoption by
individuals and employers. The Fund also offers both a profit-sharing plan and
a money purchase pension plan for employers and self-employed persons, an
Individual Retirement Account ("IRA") and a 403(b) Custodial Account.
In order to receive the necessary materials to create a profit-sharing or
money purchase pension plan account, an IRA account or a 403(b) Custodial
Account, please write to the Fund, c/o BBOI Worldwide, P.O. Box [_____], Denver,
CO 80217, or call 1-800-[_________]. Trustees for existing 401(k) or other
plans interested in utilizing Fund shares as an investment or investment
alternative in their plans should contact the Fund at 1-800-[_________].
The Fund also offers a systematic withdrawal plan. Forms to open such an
account may be obtained by writing to the Fund, c/o DST Systems, Inc., P.O.
Box [______], Kansas City, MO 64141, or call 1-800-[____________].
14. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT
The Fund intends to declare dividends representing the Fund's net
investment income annually, normally in December. It is also the present policy
of the Fund to distribute annually all of its net realized capital gains.
Dividends declared and payable to shareholders of record on a specified date in
December will be deemed to have been received by shareholders on December 31 for
tax purposes if paid during January the following year.
The Fund is treated as a separate entity for tax purposes and intends to
elect and maintain qualification to be treated as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended. The Fund's
qualification as a regulated investment company will depend on the Portfolio
maintaining its status as a partnership for tax purposes. If the Fund qualifies
under Subchapter M and meets certain minimum distribution requirements, the Fund
generally will not be liable for U.S. Federal income tax on the amount of its
earnings that are timely distributed. If the Fund distributes annually less
than 98% of its income and gain, it may be subject to a nondeductible excise tax
equal to 4% of the shortfall.
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<PAGE>
All dividends and capital gains distributions paid by the Fund will be
automatically reinvested in shares of the Fund at the net asset value on the ex-
dividend date unless an investor specifically requests that either dividends or
distributions, or both, be paid in cash. The election to receive dividends or
distributions in cash or to reinvest them in Fund shares may be changed by
calling the Fund at 1-800-[_________] or by written request to the Fund, c/o DST
Systems, Inc., P.O. Box [______], Kansas City, MO 64141, and must be received
at least ten days prior to the record date of any dividend or capital gains
distribution.
The Fund will inform its shareholders of the amount and nature of such
income or gains resulting from their investment in the Fund. Dividends paid by
the Fund from net investment income and distributions from net short-term
capital gains in excess of any net long-term capital losses, whether received in
cash or reinvested, generally will be taxable as ordinary income. Distributions
received from the Fund designated as long-term capital gains (net of capital
losses), whether received in cash or reinvested, will be taxable as long-term
capital gains without regard to the length of time a shareholder has owned
shares in the Fund. Any loss on the redemption or other sale or exchange of the
Fund's shares held for six months or less will be treated as a long-term capital
loss to the extent of any long-term capital gain distribution received on the
shares. If a shareholder is exempt from U.S. Federal income tax, the
shareholder will not generally be taxed on amounts distributed by the Fund.
Investment income received by the Fund, directly or through the Portfolio,
from sources within foreign countries may be subject to foreign withholding and
other taxes withheld at the source. The U.S. has entered into tax treaties with
many foreign countries that, in some circumstances, may entitle the Fund or
Portfolio to a reduced rate of tax or exemption from tax on such income. It is
impossible to determine the effective rate of foreign tax in advance since the
amount of the Portfolio's assets to be invested within various countries will
fluctuate and the extent to which tax refunds will be recovered is uncertain.
If, directly or through the Portfolio, more than 50% in value of the Fund's
total assets at the close of its taxable year consists of securities of foreign
corporations, the Fund may elect to "pass-through" to its shareholders the
income taxes paid by the Fund to foreign governments during a year. Under this
election, each shareholder will be required to include the shareholder's pro
rata portion of these foreign taxes in gross income, but will be able to deduct
(as an itemized deduction for shareholders who itemize) or claim a foreign tax
credit for such amount (subject to various limitations). If the election is not
made, foreign taxes will be treated as an expense of the Fund.
At certain levels of taxable income, the Internal Revenue Code provides a
preferential tax rate for long-term capital gains. Long-term capital gains of
taxpayers other than corporations are taxed at a 28% maximum rate, whereas
ordinary income is taxed at a 39.6% maximum rate. Capital losses continue to be
deductible only against capital gains plus (in the case of taxpayers other than
corporations) $3,000 of ordinary income annually ($1,500 for married individuals
filing separately).
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<PAGE>
Some shareholders may be subject to 31% "backup withholding" on dividends,
capital gains distributions and redemption payments made by the Fund. Backup
withholding generally will apply to shareholders who fail to provide the Fund
with their correct taxpayer identification number or to make required
certifications. Backup withholding is not an additional tax. Any amounts
withheld may be credited against a shareholder's U.S. Federal income tax
liability.
The foregoing is only a brief summary of the U.S. Federal income tax
considerations affecting the Fund and its shareholders. See "Income Dividends,
Capital Gains Distributions and Tax Treatment" in the Statement of Additional
Information for more information regarding taxation. Potential investors should
consult their tax advisors with specific reference to their own tax situation.
15. ADDITIONAL INFORMATION
The Trust is a Delaware business trust organized on May 31, 1996. The Fund
was established on May 31, 1996, as a series or fund under the Trust. The Trust
is authorized to issue an unlimited number of shares of beneficial interest in
series. The Trust is also authorized to establish multiple classes of shares
representing differing interests in an existing or new series. As of the date
of this Prospectus, the series comprising the Berger/BIAM International
Institutional Fund is one of two series established under the Trust, although
others may be added in the future. Shares of the Fund are fully paid and
nonassessable when issued. Each share has a par value of $.01. All shares
issued by the Fund participate equally in dividends and other distributions by
the Fund, and in the residual assets of the Fund in the event of its
liquidation.
Shareholders of the Berger/BIAM International Institutional Fund and the
other funds or series of the Berger/BIAM Worldwide Funds Trust generally vote
separately on matters relating to those respective funds, although they vote
together and with the holders of any other series of the Trust issued in the
future in the election of trustees of the Trust and on all matters relating to
the Trust as a whole. Each full share of the Fund has one vote. Shares of the
Fund have noncumulative voting rights, which means that the holders of more than
50% of the shares voting for the election of trustees can elect 100% of the
trustees if they choose to do so and, in such event, the holders of the
remaining less than 50% of the shares voting for the election of trustees will
not be able to elect any person or persons as trustees. The Fund is not
required to hold annual shareholder meetings unless required by the Investment
Company Act of 1940 or other applicable law or unless called by the trustees.
If shareholders owning at least 10% of the outstanding shares of the
Berger/BIAM Worldwide Funds Trust so request, a special shareholders' meeting
will be held for the purpose of considering the removal of a trustee of the
Trust. Special meetings will be held for other purposes if the holders of at
least 25% of the outstanding shares of the Trust so request. Subject to certain
limitations, the Trust will facilitate appropriate communications by
shareholders desiring to call a special meeting for the purpose of considering
the removal of a trustee.
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The Fund invests all of its investable assets in the Portfolio, a series of
Worldwide Portfolios, which is also a Delaware business trust divided into
series. Investors in each series of Worldwide Portfolios will vote separately
or together in the same manner as shareholders of the Trust's series. For more
information on the Trust and Worldwide Portfolios, see "Additional Information"
in the Statement of Additional Information.
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 Fund
contemplated by this Prospectus consistent with the Glass-Steagall Act and other
applicable banking laws and regulations. However, future changes in either
Federal or state statutes and regulations concerning the permissible activities
of banks and their affiliates, as well as future judicial or administrative
decisions or interpretations of present and future statutes and regulations,
might prevent BIAM from continuing to perform those services for the Fund.
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 the Trust and Worldwide Portfolios would review the
relationships with BIAM and consider taking all actions appropriate under the
circumstances.
16. PERFORMANCE
From time to time in advertisements, the Fund may discuss its performance
ratings as published by recognized mutual fund statistical services, such as
Lipper Analytical Services, Inc., CDA Investment Technologies, Inc.,
Morningstar, Inc., or Value Line Investment Survey or by publications of general
interest such as THE WALL STREET JOURNAL, INVESTOR'S BUSINESS DAILY, BARRON'S,
FINANCIAL WORLD or KIPLINGER'S PERSONAL FINANCE MAGAZINE. In addition, the Fund
may compare its performance to that of recognized broad-based securities market
indices, including the Morgan Stanley Capital International EAFE (Europe,
Australasia, Far East) Index, the Dow Jones World Index, the Standard & Poor's
500 Stock Index, the Nasdaq Composite Index, or more narrowly-based indices
which reflect the market sectors in which the Fund invests.
The total return of the Fund is calculated for any specified period of time
by assuming the purchase of shares of the Fund at the net asset value at the
beginning of the period. Each dividend or other distribution paid by the Fund
is assumed to have been reinvested at the net asset value on the reinvestment
date. The total number of shares then owned as a result of this process is
valued at the net asset value at the end of the period. The percentage increase
is determined by subtracting the initial value of the investment from the ending
value and dividing the remainder by the initial value.
The Fund's total return reflects the Fund's performance over a stated
period of time. An average annual total return reflects the hypothetical
annually compounded return that would have produced the same total return if the
Fund's performance had been constant over the entire period. Total return
figures are based on the overall change in value of a hypothetical investment in
the Fund. Because average annual total returns for more than one
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year tend to smooth out variations in the Fund's return, investors should
recognize that such figures are not the same as actual year-by-year results.
Any performance figures for the Fund are based upon historical results and
do not assure future performance. The investment return and principal value of
an investment will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original cost.
The Fund and 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 the Fund which, in turn, transferred those assets to the Portfolio in
exchange for an interest in the Portfolio. As a result of this transaction, the
investment holdings in the Portfolio (in which the Fund invests all of its
investable assets) 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 Berger Associates.
The Pool was not a registered investment company since it was exempt from
registration under the Investment Company Act of 1940 (the "1940 Act"). Since,
in a practical sense, the Pool constitutes the "predecessor" of the Portfolio,
the Fund calculates its performance for periods commencing prior to the transfer
of the Pool's assets to the Portfolio by including the Pool's total return,
adjusted to reflect the deduction of fees and expenses applicable to the Fund as
stated in the Fee Table above in this Prospectus (that is, adjusted to reflect
estimated expenses, including the Fund's pro rata share of the aggregate annual
operating expenses, net of fee waivers, of the Portfolio in which all of the
investable assets of the Fund are invested).
The performance data set forth below includes the performance of the Pool
for periods before the Fund's and the Portfolio's registration statements became
effective. As noted above, the Pool was not registered under the 1940 Act and
thus was not subject to certain investment restrictions that are imposed by the
1940 Act. If the Pool had been registered under the 1940 Act, the Pool's
performance might have been adversely affected.
AVERAGE ANNUAL TOTAL RETURN
FOR PERIODS ENDED _______, 1996
- --------------------------------------------------------------------------------
BERGER/BIAM EAFE INDEX(2)
INTERNATIONAL
INSTITUTIONAL FUND(1)
- --------------------------------------------------------------------------------
1-YEAR
- --------------------------------------------------------------------------------
3-YEAR
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
5-YEAR
- --------------------------------------------------------------------------------
SINCE INCEPTION(3)
- --------------------------------------------------------------------------------
1 Total return for the Fund has been adjusted to reflect estimated expenses of
the Fund, including the Fund's pro rata share of the aggregate annual operating
expenses, net of fee waivers, of the Portfolio in which all of the investable
assets of the Fund are invested.
2 Source: Morgan Stanley Capital International (MSCI). The MSCI EAFE Index is
a market capitalization weighted index composed of companies representative of
the market structure of 30 developed market countries in Europe, Australasia and
the Far East.
3 Covers the period since _________, 19__.
All of the foregoing performance data were calculated in accordance with
methods prescribed by the Securities and Exchange Commission which are discussed
in more detail under the heading "Performance Information" in the Statement of
Additional Information.
Shareholders with questions should write to the Fund, c/o BBOI Worldwide,
P.O. Box [_____], Denver, CO 80217, or call 1-303-329-0200 or
1-800-[__________].
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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Statement of Additional Information does not constitute a
prospectus.
SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
DATED JUNE 11, 1996
BERGER/BIAM INTERNATIONAL FUND
STATEMENT OF ADDITIONAL INFORMATION
SHAREHOLDER SERVICES: 1-800-551-5849
This Statement of Additional Information about the Berger/BIAM
International Fund (the "Fund"), a series of the Berger/BIAM Worldwide Funds
Trust (the "Trust"), is not a prospectus. It should be read in conjunction with
the Prospectus describing the Fund, dated ______________, 1996, which may be
obtained by writing the Fund at P.O. Box 5005, Denver, Colorado 80217, or
calling 1-800-333-1001. The Fund is a no-load mutual fund.
The investment objective of the Fund is long-term capital
appreciation. The Fund seeks to achieve this objective by investing all of its
investable assets in the Berger/BIAM International Portfolio (the "Portfolio")
which, in turn, invests 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 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.
The Fund is an open-end management investment company organized as a
diversified series of the Trust. UNLIKE MANY OTHER MUTUAL FUNDS WHICH DIRECTLY
ACQUIRE AND MANAGE THEIR OWN PORTFOLIOS OF SECURITIES, THE FUND SEEKS ITS
INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN THE PORTFOLIO,
AS DESCRIBED ABOVE. The Portfolio is an open-end management investment company
and a diversified series of a separate trust known as the Berger/BIAM Worldwide
Portfolios Trust ("Worldwide Portfolios"). The Portfolio's investment objective
and policies are identical to those of the Fund. The investment performance of
the Fund directly corresponds with the investment performance of the Portfolio.
The Portfolio is advised by BBOI Worldwide LLC ("BBOI" 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").
_____________________, 1996
<PAGE>
TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS
Cross-References to
Related Disclosures
Table of Contents in Prospectus
----------------- -------------------
Introduction Section 2
1. Investment Policies Section 2, 3, 4
2. Investment Restrictions Section 3
3. Management of the Fund Section 6
4. Investment Advisor and Sub-Advisor Section 6
5. Expenses of the Fund Section 6, 7
6. Brokerage Policy Section 6, 7
7. How to Purchase Shares in Section 9
the Fund
8. How the Net Asset Value is Section 10
Determined
9. Income Dividends, Capital Gains Section 15
Distributions and Tax Treatment
10. Suspension of Redemption Rights Section 12
11. Tax-Sheltered Retirement Plans Section 14
12. Special Purchase and Exchange Plans Section 13
13. Performance Information Section 17
14. Additional Information Section 16
Financial Statements
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INTRODUCTION
The Berger/BIAM International Fund is a mutual fund, or open-end,
diversified management investment company. The investment objective of the Fund
is long-term capital appreciation. This is also the investment objective of the
Portfolio in which the Fund invests all of its investable assets. 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.
1. INVESTMENT POLICIES
The Prospectus discusses the investment objective of the Fund and 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.
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.
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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 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
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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), shareholders will also indirectly bear similar
expenses of such PFIC. PFIC investments also may be subject to less favorable
U.S. tax treatment, as discussed in Section 9 below.
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
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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 the Prospectus, 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 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
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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 New York Stock Exchange, which rules presently require the borrower, after
notice, to redeliver the securities within the normal settlement time of three
business days. All relevant facts and circumstances, including creditworthiness
of the broker, dealer or institution, will be considered in making decisions
with respect to the lending of securities, subject to review by Worldwide
Portfolio's trustees.
HEDGING WITH FORWARD CONTRACTS. As described in the Prospectus, 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 the Prospectus.
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 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
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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
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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.
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 shares of the Portfolio due to economic, market or
other factors that are not within the control of management.
2. INVESTMENT RESTRICTIONS
The Fund has adopted the investment policy that it may,
notwithstanding any other fundamental or non-fundamental investment policy or
restriction, invest all of its investable assets in the securities of another
open-end investment company or series thereof with substantially the same
investment objective, policies and limitations as the Fund.
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All other fundamental and non-fundamental investment policies and
restrictions of the Fund and the Portfolio are identical. Therefore, although
the following investment restrictions refer to the Portfolio and the trustees of
Worldwide Portfolios, they apply equally to the Fund and the trustees of the
Trust.
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 voting securities of the
Portfolio present at a meeting of shareholders thereof if the holders of more
than 50% of the outstanding voting securities are present or represented by
proxy, or (ii) more than 50% of the outstanding voting securities of the
Portfolio. Whenever the Fund is requested to vote on a change in the investment
restrictions of the Portfolio, the Fund will hold a meeting of its shareholders
and will cast its votes as instructed by the shareholders.
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.
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
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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 shareholder vote. 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.
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.
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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.
3. MANAGEMENT OF THE FUND
The trustees and executive officers of the Trust 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 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.
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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.
PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago, IL 60602, age
50. Since 1991, Director, Chairman,
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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
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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 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
Fund and of the Portfolio's Advisor or Sub-Advisor.
TRUSTEE COMPENSATION
Officers of the Trust receive no compensation from the Trust.
However, trustees of the Trust 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
the Trust nor the trustees receive any form of pension or retirement benefit
compensation from the Trust.
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 the Trust and of the
other funds in the Berger Fund and Berger/BIAM Fund complex.
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NAME AND POSITION WITH AGGREGATE AGGREGATE
BERGER AND BERGER/BIAM COMPENSATION COMPENSATION
FUNDS FROM FROM
THE FUND(1) ALL BERGER
AND
BERGER/BIAM
FUNDS(2)
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Dennis E. Baldwin(3) $46,617
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William M.B. Berger(3),(5) $0
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Louis R. Bindner(3) $39,687
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Katherine A. Cattanach(3) $45,000
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Lucy Black Creighton(3) $38,132
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Paul R. Knapp(3) $50,976
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Gerard M. Lavin(4),(5) $0
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Harry T. Lewis(3) $43,500
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Michael Owen(3) $57,544
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William Sinclaire(3) $38,247
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(1) Includes the portion of the trustee compensation paid by Worldwide
Portfolios to its trustees and allocated to the Fund.
(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 the Berger/BIAM Worldwide Funds
Trust. 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, the Trust
is permitted to purchase shares of the designated funds in order to offset its
obligation to the trustees participating in the plan. Purchases made pursuant
to the plan are excepted from any otherwise applicable investment restriction
limiting the purchase of securities of any other investment company. The
Trust's obligation to make payments of deferred fees under the plan is a general
obligation of the Trust.
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As of the date of this Statement of Additional Information, the
officers and trustees of the Trust as a group owned of record or beneficially no
shares of the Berger/BIAM International Fund.
4. INVESTMENT ADVISOR AND SUB-ADVISOR
INVESTMENT 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.
The Advisor is a 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. 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 in the Prospectus under "Pending Sale of Interest in Advisor" for more
information concerning ownership of the Advisor.
SUB-ADVISOR
As permitted in its Investment Advisory Agreement with the Portfolio,
the Advisor has delegated day-to-day portfolio management responsibility to Bank
of Ireland Asset Management (U.S.) Limited (the "Sub-Advisor" or "BIAM"). 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's main offices are at
26 Fitzwilliam Place, Dublin 2, Ireland. BIAM maintains a representative office
at 2 Greenwich Plaza, Greenwich, CT 06830. BIAM is an indirect wholly-owned
subsidiary of Bank of Ireland, a publicly traded, diversified financial services
group with business operations worldwide.
INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT
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. 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
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Portfolio. The Fund bears a pro rata portion of the fee paid by the Portfolio
to the Advisor.
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 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 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 of its fee under the Sub-Advisory
Agreement, which will not affect the fee paid by the Portfolio to the Advisor.
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 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.
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<PAGE>
TRADE ALLOCATIONS
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 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.
RESTRICTIONS ON PERSONAL TRADING
The Advisor permits its board members, officers and employees to
purchase and sell securities for their own accounts in accordance with a BBOI
Worldwide policy regarding personal investing. The policy requires all board
members, officers and employees of the Advisor to conduct their personal
securities transactions in a manner which does not operate adversely to the
interests of the Fund or the Portfolio or the Advisor's other advisory clients.
Board members and officers of the Advisor (including those who also serve as
trustees of the Trust or of Worldwide Portfolios), investment personnel and
other designated persons deemed to have access to current trading information
("access persons") are required to pre-clear all transactions in securities not
otherwise exempt under the policy. Requests for authority to trade will be
denied pre-clearance when, among other reasons, the proposed personal
transaction would be contrary to the provisions of the policy or would be deemed
to adversely affect any transaction then known to be under consideration for or
currently being effected on behalf of any client account, including the Fund.
In addition to the pre-clearance requirements described above, the
policy subjects board members and officers of the Advisor (including those who
also serve as trustees of the Trust or of Worldwide Portfolios), investment
personnel and other access persons to various trading restrictions and reporting
obligations. All reportable transactions are reviewed for compliance with the
Advisor's policy. Those persons also may be required under certain
circumstances to forfeit their profits made from personal trading. The policy
is administered by the Advisor and the provisions of the policy are subject to
interpretation by and exceptions authorized by its board of managers.
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<PAGE>
The Sub-Advisor has also adopted a Code of Ethics which restricts its
staff from personal trading in specified circumstances, including among others
prohibiting participation in initial public offerings, prohibiting dealing in a
security for the seven days before and after any trade in that security on
behalf of clients, prohibiting trading in a security while an order is pending
for any client on that same security, and requiring profits from short-term
trading in securities (purchase and sale within a 60-day period) to be
forfeited. In addition, staff of the Sub-Advisor must disclose their holdings
in any private company if an investment in that same company is being considered
for clients.
5. EXPENSES OF THE FUND
The Fund is allocated and bears indirectly its pro rata share of the
aggregate annual operating expenses of the Portfolio, since all of the
investable assets of the Fund are invested in the Portfolio. 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. 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.
Expenses of the Fund include, among others, its pro rata share of the
expenses of the Trust, such as: expenses of registering the Trust 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 meetings of
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<PAGE>
the trustees and shareholders of the Trust; association dues; legal fees; and
insurance premiums of the Trust. Expenses of the Fund also include, among
others, registration and filing fees incurred in registering shares of the Fund
with securities authorities; 12b-1 fees; taxes imposed on the Fund; the fee
payable to the Advisor under the Administrative Services Agreement; and such
other non-recurring and extraordinary items as may arise from time to time.
SERVICE ARRANGEMENTS FOR THE FUND
Under the Administrative Services Agreement with the Fund, the Advisor
serves as the administrator of the Fund. In this capacity, it administers and
manages all aspects of the Fund's day-to-day operations, subject to the
supervision of the trustees of the Trust. The Advisor is responsible, at its
expense, for furnishing (or procuring other parties to furnish) recordkeeping
and pricing services, custodian services, transfer agency and dividend
disbursing services, audit services and certain other administrative and
recordkeeping services, such as coordinating matters relating to the operations
of the Fund, coordinating registration of sufficient Fund shares under federal
and state securities laws, preparing or supervising the preparation of
registration statements, tax returns, proxy materials, financial statements and
reports for filing with regulatory authorities and distribution to shareholders
of the Fund, and printing and mailing required shareholder reports and
communications. Under the Administrative Services Agreement, the Fund pays the
Advisor a fee at an annual rate equal to the lesser of (i) ______% of its
average daily net assets, or (ii) the Advisor's annual cost to provide or
procure these services, plus an additional .02 of 1% (0.02%) of the Fund's
average daily net assets. The trustees of the Trust regularly review amounts
paid to and expenditures incurred by the Advisor pursuant to the Administrative
Services Agreement.
The Advisor or the distributor of the Fund's shares has entered into
arrangements with certain organizations (broker-dealers, recordkeepers and
administrators) to provide subtransfer agency, recordkeeping, shareholder
communications, subaccounting and/or other services to investors purchasing
shares of the Fund through investment programs or pension plans established or
serviced by those organizations. The Advisor or the Fund's distributor may pay
fees to these organizations for their services. For purposes of determining the
Advisor's cost of providing or procuring transfer agency and dividend disbursing
services under the Administrative Services Agreement, the Advisor may take into
account only the fees that otherwise would be paid for by the Advisor if all the
investors who own Fund shares through the organization were registered record
holders of shares in the Fund.
Berger Associates has been delegated the responsibility to perform
certain of the administrative and recordkeeping services required under the
Administrative Services
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<PAGE>
Agreement and to procure, at the Advisor's expense, third parties to provide the
services not provided by Berger Associates. Berger Associates is paid a fee by
the Advisor of ____% of the Fund's average daily net assets for its services
under this arrangement. During certain periods, Berger Associates may
voluntarily waive all or a portion of its fee from the Advisor. Investors
Fiduciary Trust Company ("IFTC"), 127 W. 10th Street, Kansas City, MO 64105, has
been appointed to provide recordkeeping and pricing services to the Fund,
including calculating the daily net asset value of the Fund, and to perform
certain accounting and recordkeeping functions that it requires. In addition,
IFTC has been appointed to serve as the Fund's custodian, transfer agent and
dividend disbursing agent. IFTC has engaged DST Systems, Inc. ("DST"), P.O. Box
419958, Kansas City, MO 64141, as sub-transfer agent to provide transfer agency
and dividend disbursing services for the Fund, and has engaged State Street Bank
and Trust Company ("State Street"), P.O. Box 351, Boston, MA 02101, as sub-
custodian. The fees of Berger Associates, IFTC, DST and State Street are all
paid by the Advisor. Approximately 40% of the outstanding shares of DST are
owned by KCSI, which also owns approximately 80% of the outstanding shares of
Berger Associates.
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>
DISTRIBUTOR
The distributor (principal underwriter) of the Fund's shares is
_________________ (the "Distributor"), [address]. [_____________________ is a
wholly-owned subsidiary of ________________. Certain persons affiliated with
______________________ are also affiliated with the Trust and Worldwide
Portfolios.] The Distributor is reimbursed for its costs in distributing Fund
shares by Berger Associates out of the 12b-1 fee paid by the Fund.
The Fund has adopted a 12b-1 plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940, which provides for the payment to a
party appointed by the trustees of the Trust of a 12b-1 fee of .25 of 1% (0.25%)
per annum of the Fund's average daily net assets to finance activities primarily
intended to result in the sale of Fund shares. The trustees have appointed
Berger Associates as the party to receive the 12b-1 fee. The expenses paid by
Berger Associates include the costs of preparing, printing and mailing
prospectuses to other than existing shareholders, as well as promotional
expenses directed at increasing the sale of Fund shares. The 12b-1 Plan for the
Fund came into effect at the inception of the Fund. A further discussion of the
Plan is contained in Section 8 of the Prospectus.
6. BROKERAGE POLICY
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.
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<PAGE>
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 expenses that the Portfolio would otherwise
be obligated to pay. No portion of the commission is retained by DSTS.
7. HOW TO PURCHASE SHARES IN THE FUND
Minimum Initial Investment $2,000.00
Minimum Subsequent Investment $ 50.00
To purchase shares in the Fund, simply complete the application form
enclosed with the Prospectus. Then mail it with a check payable to "Berger/BIAM
Funds" to the Fund in care of DST Systems, Inc., the Fund's sub-transfer agent,
as follows:
Berger/BIAM Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141
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<PAGE>
If a shareholder is adding to an existing account, shares may also be
purchased by placing an order by telephone call to the Fund at 1-800-551-5849,
and remitting payment to DST Systems, Inc. In order to make sure that payment
for telephone purchases is received on time, shareholders are encouraged to
remit payment by wire or electronic funds transfer, or by overnight delivery.
In addition, Fund shares may be purchased through certain broker-
dealers that have established mutual fund programs and certain other
organizations connected with pension and retirement plans. These broker-dealers
and other organizations may charge investors a fee for their services, may
require different minimum initial and subsequent investments than the Fund and
may impose other charges or restrictions different from those applicable to
shareholders who invest in the Fund directly. Fees charged by these
organizations will have the effect of reducing a shareholder's total return on
an investment in Fund shares. No such charge will be paid by an investor who
purchases the Fund shares directly from the Fund as described above.
8. HOW THE NET ASSET VALUE IS DETERMINED
The net asset value of the Fund is determined once daily, at the close
of the regular trading session of the New York Stock Exchange (the "Exchange")
(normally 4:00 p.m., New York time, Monday through Friday) each day that the
Exchange is open. The Exchange is closed and the net asset value of the Fund is
not determined on weekends and on New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
each year. The per share net asset value of the Fund is determined by dividing
the total value of its assets, less liabilities, by the total number of shares
outstanding. Since the Fund invests all of its investable assets in the
Portfolio, the value of the Fund's investable assets will be equal to the value
of its beneficial interest in the Portfolio.
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
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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.
Generally, trading in foreign securities markets is substantially
completed each day at various times prior to the close of the Exchange. The
values of foreign securities used in computing the net asset value of the shares
of the 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 Portfolio's securities may be listed primarily on foreign
exchanges or over-the-counter dealer markets which may trade on days when the
Exchange is closed (such as a customary U.S. holiday) and on which the Fund's
net asset value is not calculated. As a result, the net asset value of the Fund
may be significantly affected by such trading on days when shareholders cannot
purchase or redeem shares of the Fund.
9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT
TAX STATUS OF THE FUND AND THE PORTFOLIO
The Fund intends to meet the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code") and to distribute to its
investors all or substantially all of its taxable income as defined in the Code.
If the Fund meets the Subchapter M requirements, it generally is not liable for
U.S. Federal income taxes to the extent its earnings are timely
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<PAGE>
distributed. Qualification as a regulated investment company ("RIC") under the
Code does not, however, involve any federal supervision of management or of the
investment practices or policies of the Fund. If the Fund distributes annually
less than 98% of its income and gain, it may be subject to a nondeductible
excise tax equal to 4% of the shortfall.
The Trust anticipates that (1) the Portfolio will be treated for U.S.
Federal income tax purposes as a partnership, and (2) for purposes of
determining whether the Fund satisfies the income and diversification
requirements to maintain its status as a RIC, the Fund, as an 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 the Fund that it intends to conduct
its operations so as to enable its investors, including the Fund, to satisfy
those requirements.
TAXATION OF FUND DISTRIBUTIONS
Advice as to the tax status of each year's dividends and distributions
will be mailed annually to the shareholders of the Fund. Dividends paid by the
Fund from net investment income and distributions from the Fund's net short-term
capital gains in excess of any net long-term capital losses, whether received in
cash or reinvested, generally will be taxable as ordinary income. Distributions
received from the Fund designated as long-term capital gains (net of capital
losses), whether received in cash or reinvested, will be taxable as long-term
capital gains without regard to the length of time a shareholder has owned
shares in the Fund. Any loss on the redemption or other sale or exchange of the
Fund's shares held for six months or less will be treated as a long-term capital
loss to the extent of any long-term capital gain distribution received on the
shares. A portion of the dividends (but not capital gains distributions) paid
by the Fund may be eligible for the dividends received deduction for corporate
shareholders to the extent that the Fund's income consists of dividends paid by
United States corporations. If a shareholder is exempt from U.S. Federal income
tax, the shareholder will not generally be taxed on amounts distributed by the
Fund.
If the amount of the Fund's distributions for a taxable year exceeds
the Fund's tax earnings and profits available for distribution, all or portion
or the distributions may be treated as a return of capital or as capital gains.
In the event a distribution is treated as a return of capital, the shareholder's
basis in his or her Fund shares will be reduced to the extent the distribution
is so treated.
At certain levels of taxable income, the Code provides a preferential
tax rate for long-term capital gains. Long-term capital gains of taxpayers
other than corporations are taxed at a 28% maximum rate, whereas ordinary income
is taxed at a 39.6% maximum rate. Capital losses continue to be deductible only
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against capital gains plus (in the case of taxpayers other than corporations)
$3,000 of ordinary income annually ($1,500 for married individuals filing
separately).
FOREIGN SOURCE INCOME
Income received by the Fund, directly or through 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 Fund or the Portfolio to a reduced rate of tax or exemption from tax on such
income. If, directly or through the Portfolio, more than 50% in value of the
Fund's total assets at the close of its taxable year consists of securities of
foreign corporations, the Fund may elect to "pass-through" to its shareholders
the amount of foreign income taxes paid by the Fund and the foreign-source
character of the income received by the Fund. Under this election, each
shareholder will be required to include the shareholder's pro rata portion of
these foreign taxes in gross income, but will be able to deduct (as an itemized
deduction) or claim a foreign tax credit for such amount (subject to various
limitations).
Depending upon their particular tax circumstances, shareholders may be
unable to claim a full credit for their proportionate share of the foreign
income taxes passed through by the Fund. Further limitations as to the credit
or deduction of the foreign income taxes may apply for purposes of the
alternative minimum tax. If the election to pass through foreign income taxes
is not made, foreign taxes will be treated as an expense of the Fund, reducing
its investment company taxable income, and the distributions by the Fund will be
treated as United States source income.
OTHER TAX CONSIDERATIONS
The amount, timing and character of Fund income taxed to Fund
shareholders may be affected by certain special U.S. tax rules that may apply to
various investments of the Fund and 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 are treated as ordinary gain or loss. These
gains or losses, termed "section 988" gains or losses, may increase,
decrease or eliminate the amount to be distributed to shareholders as
ordinary income. If section 988 losses exceed other net investment
income during a taxable year the Fund generally would not be able to
make ordinary dividend distributions, or distributions made before the
losses were realized would be recharacterized as return of
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capital to shareholders for U.S. Federal income tax purposes (reducing
each shareholder's basis in his or her Fund shares) or as a capital
gain. To minimize the risk of such distributions, the Fund may adjust
its dividends (if any) to take currency fluctuations into account.
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 time the Fund or 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 Fund, directly or through 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
Fund's tax status as a regulated investment company may limit the
extent to which the Fund and the Portfolio will be able to engage in
transactions in options, futures contracts and forward contracts.
Hedging transactions undertaken by the Fund and the Portfolio may
result in "straddles" for U.S. Federal income tax purposes, affecting
the character of gains (or losses) realized by the Fund. In addition,
losses realized by the Fund 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 Fund or the
Portfolio receives an "excess distribution" with respect to PFIC
stock, the Portfolio or the Fund itself may be subject to tax on a
portion of the excess distribution, whether or not the corresponding
income is distributed by the Fund to shareholders. However, the Fund
or 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 shareholders of
the Fund may differ substantially as compared to a fund that did not
invest in PFIC shares.
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FOREIGN SHAREHOLDERS
Foreign shareholders of the Fund generally will be subject to a 30%
U.S. withholding tax on ordinary income dividends paid by the Fund. This
withholding may be reduced by an applicable tax treaty. Foreign shareholders
are urged to consult with their own tax advisors with respect to this
withholding tax and the other particular U.S. and foreign tax consequences to
them of an investment in the Fund.
The foregoing discussion relates only to U.S. Federal income tax law.
Ordinary income and capital gains dividends also may be subject to state and
local taxes, which may differ from the U.S. Federal treatment. Shareholders are
urged to consult with their tax advisors with respect to the particular tax
consequences to them of an investment in the Fund, including the application and
effect of state and local taxes.
10. SUSPENSION OF REDEMPTION RIGHTS
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
shareholders of the Fund.
The Fund intends to redeem its shares only for cash, although it
retains the right to redeem its shares in kind under unusual circumstances, in
order to protect the interests of the remaining shareholders, by the delivery of
securities selected from its assets at its discretion. The Fund is, however,
governed by Rule 18f-1 under the Investment Company Act of 1940 pursuant to
which the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net assets of the Fund during any 90-day period for any
one shareholder. For purposes of this threshold, each underlying account holder
whose shares are held of record in certain omnibus accounts is treated as one
shareholder. Should redemptions by any shareholder during any 90-day period
exceed such limitation, the Fund will have the option of redeeming the excess in
cash or in kind. If shares are redeemed in kind, the redeeming shareholder
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 under Section 8. Shareholders
have the ability to request in writing a review of the valuation of in-kind
redemptions, which will be considered by the trustees of the Trust within 90
days of such written request.
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11. TAX-SHELTERED RETIREMENT PLANS
The Fund offers a Profit-Sharing Plan, a Money Purchase Pension Plan,
an Individual Retirement Account and a 403(b) Custodial Account for adoption by
employers and individuals who wish to participate in such Plans by accumulating
shares of the Fund with tax-deductible dollars.
PROFIT-SHARING AND MONEY PURCHASE PENSION PLANS
Employers, self-employed individuals and partnerships may make tax-
deductible contributions to the tax-qualified retirement plans offered by the
Fund. All income and capital gains in the Plans are tax free until withdrawn.
The amounts that are deductible depend upon the type of Plan or Plans adopted.
If you, as an employer, self-employed person or partnership, adopt the
Profit-Sharing Plan, you may vary the amount of your contributions from year to
year and may elect to make no contribution at all for some years. If you adopt
the Money Purchase Pension Plan, you must commit yourself to make a contribution
each year according to a formula in the Plan that is based upon your and your
employees' compensation or earned income. By adopting both the Profit-Sharing
and the Money Purchase Pension Plan, you can increase the amount of
contributions that you may deduct in any one year.
If you wish to purchase shares of the Fund in conjunction with one or
both of these tax-qualified plans, you may use an Internal Revenue Service
approved prototype Trust Agreement and Retirement Plan available from the Fund.
IFTC serves as trustee of the Plan, for which it charges an annual trustee's fee
of $12 for each Berger or Berger/BIAM Fund or Cash Account Trust Money Market
Portfolio (discussed below) in which the participant's account is invested.
Contributions under the Plans are invested exclusively in shares of the Berger
and Berger/BIAM Funds or the Cash Account Trust Money Market Portfolios, which
are then held by the trustee under the terms of the Plans to create a retirement
fund in accordance with the tax code.
Distributions from the Profit-Sharing and Money Purchase Pension Plans
generally may not be made without penalty until the participant reaches age 59
1/2 and must begin no later than April 1 of the calendar year following the year
in which the participant attains age 70 1/2. Except for required distributions
after age 70 1/2, periodic distributions over more than 10 years and the
distribution of any after-tax contributions, distributions are subject to 20%
U.S. Federal income tax withholding unless those distributions are rolled
directly to another qualified plan or an individual retirement account (IRA).
Participants may not be able to receive distributions immediately upon request
because of certain requirements under U.S. Federal tax law. Since distributions
which do not satisfy these requirements can result
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in adverse tax consequences, consultation with an attorney or tax advisor
regarding the Plans is recommended.
In order to receive the necessary materials to create a Profit-Sharing
or Money Purchase Pension Plan, please write to the Fund, c/o BBOI Worldwide,
P.O. Box 5005, Denver, Colorado 80217, or call 1-800-333-1001. Trustees for
401(k) or other existing plans interested in utilizing Fund shares as an
investment or investment alternative in their plans should contact the Fund at
1-800-333-1001.
INDIVIDUAL RETIREMENT ACCOUNT (IRA)
If you are an individual with compensation or earned income, whether
or not you are actively participating in an existing qualified retirement plan,
you can provide for your own retirement by adopting an IRA. Under an IRA, you
can contribute each year up to the lesser of 100% of your compensation or
$2,000. If you have a nonemployed spouse (or if your spouse elects to be
treated as having no compensation), you may make contributions totaling up to
$2,250 to two IRAs. If neither you nor your spouse are covered by an existing
qualified retirement plan, or if your income does not exceed certain amounts,
the amounts contributed to your IRA can be deducted for U.S. Federal income tax
purposes whether or not your deductions are itemized. If you or your spouse are
covered by an existing qualified retirement plan, and your income exceeds the
applicable amounts, your IRA contributions are not deductible for U.S. Federal
income tax purposes. However, whether your contributions are deductible or not,
the income and capital gains on your IRA are not taxed until the account is
distributed.
If you wish to create an IRA to invest in shares of the Fund, you may
use the Fund's IRA custodial agreement form which is an adaptation of the form
provided by the Internal Revenue Service. Under the IRA custodial agreement,
IFTC will serve as custodian, for which it will charge an annual custodian fee
of $12 per Berger or Berger/BIAM Fund or Cash Account Trust Money Market
Portfolio in which the IRA is invested.
Distributions from an IRA generally may not be made without penalty
until you reach age 59 1/2 and must begin no later than April 1 of the calendar
year following the year in which you attain age 70 1/2. Since distributions
which do not satisfy these requirements can result in adverse tax consequences,
consultation with an attorney or tax advisor is recommended.
In order to receive the necessary materials to create an IRA account,
please write to the Fund, c/o BBOI Worldwide, P.O. Box 5005, Denver, Colorado
80217, or call 1-800-333-1001.
403(b) CUSTODIAL ACCOUNTS
If you are employed by a public school system or certain tax-exempt
organizations such as private schools,
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colleges, universities, hospitals, religious and charitable or other nonprofit
organizations, you may establish a 403(b) Custodial Account. Your employer must
participate in the establishment of the account.
Your employer will automatically deduct the amount you designate from
your gross salary and contribute it to your 403(b) Custodial Account. The
amount which you may contribute annually under a salary reduction agreement is
generally the lesser of $9,500 or your exclusion allowance, which is based upon
a specified formula. There is a $50 minimum investment in the 403(b) Custodial
Account. Contributions made to the account reduce the amount of your current
income subject to U.S. Federal income tax. U.S. Federal income tax is not paid
on your contribution until you begin making withdrawals. In addition, all
income and capital gains in the account are tax-free until withdrawn.
Withdrawals from your 403(b) Custodial Agreement may begin as soon as
you reach age 59-1/2 and must begin no later than April 1 of the year following
the calendar year in which you attain age 70 1/2. Except for required
distributions after age 70 1/2 and periodic distributions over more than 10
years, distributions are subject to 20% U.S. Federal income tax withholding
unless those distributions are rolled directly to another 403(b) account or
annuity or an individual retirement account (IRA). You may not be able to
receive distributions immediately upon request because of certain notice
requirements under U.S. Federal tax law. Since distributions which do not
satisfy these requirements can result in adverse tax consequences, consultation
with an attorney or tax advisor regarding the 403(b) Custodial Account is
recommended.
Individuals who wish to purchase shares of the Fund in conjunction
with a 403(b) Custodial Account may use a Custodian Account Agreement and
related forms available from the Fund. IFTC serves as custodian of the 403(b)
Custodial Account, for which it charges an annual custodian fee of $12 per
Berger and Berger/BIAM Fund in which the participant's account is invested.
In order to receive the necessary materials to create a 403(b)
Custodial Account, please write to the Fund, c/o BBOI Worldwide, P.O. Box 5005,
Denver, Colorado 80217, or call 1-800-333-1001.
12. EXCHANGE PRIVILEGE AND SYSTEMATIC WITHDRAWAL PLAN
A shareholder who owns shares of the Fund worth at least $5,000 at the
current net asset value may establish a Systematic Withdrawal account from which
a fixed sum will be paid to the shareholder at regular intervals by the Fund.
To establish a Systematic Withdrawal account, the shareholder deposits
Fund shares with the Fund and appoints the Fund as agent to redeem shares in the
shareholder's account in
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order to make monthly, quarterly, semi-annual or annual withdrawal payments to
the shareholder of a fixed amount. The minimum withdrawal payment is $50.00.
These payments generally will be made on the 25th day of each month.
Withdrawal payments are not yield or income on the shareholder's
investment, since portions of each payment will normally consist of a return of
the shareholder's investment. Depending on the size of the disbursements
requested and the fluctuation in value of the Fund, redemptions for the purpose
of making such disbursements may reduce or even exhaust the shareholder's
account.
The shareholder may vary the amount or frequency of withdrawal
payments, temporarily discontinue them, or change the designated payee or
payee's address, by notifying the Fund. The shareholder may, of course, make
additional deposits of Fund shares in the shareholder's account at any time.
Since redemption of shares to make withdrawal payments is a taxable
event, each investor should consult a tax advisor concerning proper tax
treatment of the redemption.
Any shareholder may exchange any or all of the shareholder's shares in
the Fund, subject to stated minimums, for shares of any of the publicly
available Berger Funds or Berger/BIAM Funds or for shares of the Money Market
Portfolio, the Government Securities Portfolio or the Tax-Exempt Portfolio of
the Cash Account Trust ("CAT Portfolios"), separately managed, unaffiliated
money market funds, without charge, after receiving a current prospectus of the
other Berger Fund, Berger/BIAM Fund or CAT Portfolio. The exchange privilege
with the CAT Portfolios does not constitute an offering or recommendation of the
shares of any such CAT Portfolio by the Fund or the Advisor or Sub-Advisor.
Exchanges into or out of the Fund are made at the net asset value per share next
determined after the exchange request is received. Each exchange represents the
sale of shares from one fund and the purchase of shares in another, which may
produce a gain or loss for U.S. Federal income tax purposes. An exchange of
shares may be made by written request directed to the Fund, in care of DST
Systems, Inc., or simply by telephoning the Fund at 1-800-551-5849. This
privilege is revocable by the Fund, and is not available in any state in which
the shares of the Berger or Berger/BIAM Fund or CAT Portfolio being acquired in
the exchange are not registered for sale. Shareholders automatically have
telephone privileges to authorize exchanges unless they specifically decline
this service in the account application or in writing.
13. PERFORMANCE INFORMATION
The Prospectus contains a brief description of how total return is
calculated.
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Quotations of average annual total return for the Fund will be
expressed in terms of the average annual compounded rate of return of a
hypothetical investment in the Fund over periods of 1, 5 and 10 years, or for
the life of the Fund, if shorter. These are the rates of return that would
equate the initial amount invested to the ending redeemable value. These rates
of return are calculated pursuant to the following formula: P(1 + T)n = ERV
(where P = a hypothetical initial payment of $1,000, T = the average annual
total return, n = the number of years and ERV = the ending redeemable value of a
hypothetical $1,000 payment made at the beginning of the period). All total
return figures reflect the deduction of a proportional share of Fund expenses on
an annual basis, and assume that all dividends and distributions are reinvested
when paid.
14. ADDITIONAL INFORMATION
BERGER/BIAM WORLDWIDE FUNDS TRUST AND THE FUND
The Trust is a Delaware business trust organized on May 31, 1996. The
Fund was established on May 31, 1996, as a series of the Trust. The Fund
commenced operations on ______________, 1996, subsequent to the transfer to the
Portfolio of assets held in a pooled trust. See "Performance" in the Prospectus
for additional information on the asset transfer.
The Trust is authorized to issue an unlimited number of shares of
beneficial interest in series or portfolios. Currently, the series comprising
the Fund is one of two series established under the Trust, although others may
be added in the future. The Trust is also authorized to establish multiple
classes of shares representing differing interests in an existing or new series.
Under Delaware law, shareholders of the Trust will enjoy the same
limitations on personal liability as extended to stockholders of a Delaware
corporation. Further, the Trust Instrument of the Trust provides that no
shareholder shall be personally liable for the debts, liabilities, obligations
and expenses incurred by, contracted for or otherwise existing with respect to,
the Trust or any particular series (fund) of the Trust. However, the principles
of law governing the limitations of liability of beneficiaries of a business
trust have not been authoritatively established as to business trusts organized
under the laws of one jurisdiction but operating or owning property in other
jurisdictions. In states that have adopted legislation containing provisions
comparable to the Delaware Business Trust Act, it is believed that the
limitation of liability of beneficial owners provided by Delaware law should be
respected. In those jurisdictions that have not adopted similar legislative
provisions, it is possible that a court might hold that the shareholders of the
Trust are not entitled to the limitations of liability set forth in Delaware law
or the Trust Instrument and, accordingly, that they may be personally liable for
the obligations of the Trust.
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In order to protect shareholders from such potential liability, the
Trust Instrument requires that every written obligation of the Trust or any
series thereof contain a statement to the effect that such obligation may only
be enforced against the assets of the Trust or such series. The Trust
Instrument also provides for indemnification from the assets of the relevant
series for all losses and expenses incurred by any shareholder by reason of
being or having been a shareholder, and that the Trust shall, upon request,
assume the defense of any such claim made against such shareholder for any act
or obligation of the relevant series and satisfy any judgment thereon from the
assets of that series.
As a result, the risk of a Berger/BIAM International Fund shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund itself would be unable to meet its obligations.
The Trust believes that, in view of the above, the risk of personal liability to
shareholders of the Fund is remote. The trustees intend to conduct the
operations of the Trust and the Fund so as to avoid, to the extent possible,
liability of shareholders for liabilities of the Trust or the Fund.
Shares of the Fund have no preemptive rights, and since the Fund has
only one class of securities there are no sinking funds or arrearage provisions
which may affect the rights of the Fund shares. Fund shares have no conversion
or subscription rights.
As of the date of this Statement of Additional Information, all of the
outstanding shares of the Fund were held by Berger Associates, Inc., a Delaware
corporation and controlling person of the Advisor, which provided the seed
capital necessary to establish the Fund.
BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST AND THE PORTFOLIO
Worldwide Portfolios is also a Delaware business trust organized on
May 31, 1996. The Portfolio was established on May 31, 1996, as a series of
Worldwide Portfolios. The Portfolio commenced operations on ______________,
1996, subsequent to the transfer to the Portfolio of assets held in a pooled
trust. See "Performance" in the Prospectus for additional information on the
asset transfer.
Worldwide Portfolios is authorized to sell unlimited interests in
series or portfolios. Currently, the series comprising the Portfolio is the
only series established under Worldwide Portfolios, although others may be added
in the future. The Delaware law information set forth above with respect to the
Trust also applies to Worldwide Portfolios and investors in the Portfolio.
Each investor in the Portfolio, including the Fund, is entitled to a
vote in proportion to the amount of its investment
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in the Portfolio. Whenever the Fund is requested to vote as an investor in the
Portfolio on matters pertaining to the Portfolio (other than a vote by the Fund
to continue the operation of the Portfolio upon the withdrawal of another
investor in the Portfolio), the Fund will hold a meeting of its shareholders and
will cast all of its votes as an investor in the Portfolio in the same
proportion as directed by the votes of the Fund's shareholders. Fund
shareholders who do not vote will not affect the votes cast by the Fund at the
meeting of the Portfolio investors. The percentage of the votes representing
the Fund's shareholders will be voted by the Fund in the same proportion as the
Fund's shareholders who do, in fact, vote.
DISTRIBUTION
_____________________ (the "Distributor"), [address], is the principal
underwriter of the Fund's shares. The Distributor is a registered broker-dealer
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The Distributor acts as the agent of
the Fund in connection with the sale of its shares in all states in which the
shares are registered and in which the Distributor is qualified as a broker-
dealer.
The Trust, on behalf of the Fund, Berger Associates and the
Distributor are parties to a Distribution Agreement that continues until
__________, 199__. The Distribution Agreement may be renewed annually
thereafter from year to year if such continuation is specifically approved at
least annually by the trustees or by vote of a majority of the outstanding
shares of the Fund and in either case by vote of a majority of the trustees of
the Trust who are not "interested persons" (as that term is defined in the
Investment Company Act of 1940) of the Trust or the Distributor. The
Distribution Agreement is subject to termination by the Fund or the Distributor
on ____ days' written notice, and terminates automatically in the event of its
assignment. Under the Distribution Agreement, the Distributor continuously
offers the Fund's shares and accepts orders at net asset value. The Distributor
is reimbursed for its costs in distributing Fund shares by Berger Associates out
of the 12b-1 fee paid by the Fund. No sales charges are paid by investors.
OTHER INFORMATION
Davis, Graham & Stubbs LLP, 370 Seventeenth Street, Denver, Colorado,
has acted as counsel for the Trust and the Fund. Dechert Price & Rhoads, 1500 K
Street, N.W., Washington, DC, has acted as special counsel for the Trust and the
Fund.
Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, has
been appointed to act as independent accountants for the Fund and the Portfolio
for the fiscal year ended September 30, 1996.
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The Berger/BIAM Worldwide Funds Trust has filed with the Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities of the Berger/BIAM International Fund,
of which this Statement of Additional Information is a part. If further
information is desired with respect to the Fund or its securities, reference is
made to the Registration Statement and the exhibits filed as a part thereof.
FINANCIAL STATEMENTS
The following financial statements appear attached to the end of this
Statement of Additional Information:
For Berger/BIAM Worldwide Funds Trust:
Report of the Independent Accountants, dated ____________, 1996
Statement of Assets and Liabilities of the Berger/BIAM International
Fund, as of ____________, 1996
Notes to Statement of Assets and Liabilities, dated _________________,
1996
For Berger/BIAM Worldwide Portfolios Trust:
Report of the Independent Accountants, dated ____________, 1996
Statement of Assets and Liabilities of the Berger/BIAM International
Portfolio, as of ____________, 1996
Notes to Statement of Assets and Liabilities, 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.
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KEY TO MOODY'S CORPORATE RATINGS
Aaa-Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa-Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.
A-Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa-Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba-Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during good and bad times over the future. Uncertainty of position
characterizes bonds of this class.
B-Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.
Caa-Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca-Bonds which are rated Ca represent obligations which are speculative in
a high degree. Such issues are often in default or have other marked
shortcomings.
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C-Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Note: Moody's applies numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
category.
KEY TO STANDARD & POOR'S CORPORATE RATINGS
AAA-Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.
AA-Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A-Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.
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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Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This Statement of Additional Information does not constitute a
prospectus.
SUBJECT TO COMPLETION
PRELIMINARY STATEMENT OF ADDITIONAL INFORMATION
DATED JUNE 11, 1996
BERGER/BIAM INTERNATIONAL INSTITUTIONAL FUND
STATEMENT OF ADDITIONAL INFORMATION
SHAREHOLDER SERVICES: 1-800-___________
This Statement of Additional Information about the Berger/BIAM
International Institutional Fund (the "Fund"), a series of the Berger/BIAM
Worldwide Funds Trust (the "Trust"), is not a prospectus. It should be read
in conjunction with the Prospectus describing the Fund, dated ______________,
1996, which may be obtained by writing the Fund at P.O. Box [____], Denver,
Colorado 80217, or calling 1-800-[_________]. The Fund is a no-load mutual
fund.
The investment objective of the Fund is long-term capital
appreciation. The Fund seeks to achieve this objective by investing all of
its investable assets in the Berger/BIAM International Portfolio (the
"Portfolio") which, in turn, invests 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
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.
The Fund is an open-end management investment company organized as
a diversified series of the Trust. UNLIKE MANY OTHER MUTUAL FUNDS WHICH
DIRECTLY ACQUIRE AND MANAGE THEIR OWN PORTFOLIOS OF SECURITIES, THE FUND
SEEKS ITS INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN
THE PORTFOLIO, AS DESCRIBED ABOVE. The Portfolio is an open-end management
investment company and a diversified series of a separate trust known as the
Berger/BIAM Worldwide Portfolios Trust ("Worldwide Portfolios"). The
Portfolio's investment objective and policies are identical to those of the
Fund. The investment performance of the Fund directly corresponds with the
investment performance of the Portfolio. The Portfolio is advised by BBOI
Worldwide LLC ("BBOI" 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").
_____________________, 1996
<PAGE>
TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS
Cross-References to
Related Disclosures
Table of Contents in Prospectus
----------------- -------------------
Introduction Section 2
1. Investment Policies Section 2, 3, 4
2. Investment Restrictions Section 3
3. Management of the Fund Section 6
4. Investment Advisor and Sub-Advisor Section 6
5. Expenses of the Fund Section 6, 7
6. Brokerage Policy Section 6, 7
7. Purchase of Shares Section 8
8. Net Asset Value Section 9
9. Income Dividends, Capital Gains Section 14
Distributions and Tax Treatment
10. Suspension of Redemption Rights Section 11
11. Tax-Sheltered Retirement Plans Section 13
12. Special Purchase and Exchange Plans Section 12, 13
13. Performance Information Section 16
14. Additional Information Section 15
Financial Statements
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INTRODUCTION
The Berger/BIAM International Institutional Fund is a mutual fund, or
open-end, diversified management investment company. The investment objective
of the Fund is long-term capital appreciation. This is also the investment
objective of the Portfolio in which the Fund invests all of its investable
assets. 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.
1. INVESTMENT POLICIES
The Prospectus discusses the investment objective of the Fund and 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.
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.
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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 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
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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), shareholders will also indirectly bear similar
expenses of such PFIC. PFIC investments also may be subject to less favorable
U.S. tax treatment, as discussed in Section 9 below.
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
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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 the Prospectus, 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 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
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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 New York Stock Exchange, which rules presently require the borrower, after
notice, to redeliver the securities within the normal settlement time of three
business days. All relevant facts and circumstances, including creditworthiness
of the broker, dealer or institution, will be considered in making decisions
with respect to the lending of securities, subject to review by Worldwide
Portfolio's trustees.
HEDGING WITH FORWARD CONTRACTS. As described in the Prospectus, 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 the Prospectus.
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 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
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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
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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.
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 shares of the Portfolio due to economic, market or
other factors that are not within the control of management.
2. INVESTMENT RESTRICTIONS
The Fund has adopted the investment policy that it may,
notwithstanding any other fundamental or non-fundamental investment policy or
restriction, invest all of its investable assets in the securities of another
open-end investment company or series thereof with substantially the same
investment objective, policies and limitations as the Fund.
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All other fundamental and non-fundamental investment policies and
restrictions of the Fund and the Portfolio are identical. Therefore, although
the following investment restrictions refer to the Portfolio and the trustees of
Worldwide Portfolios, they apply equally to the Fund and the trustees of the
Trust.
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 voting securities of the
Portfolio present at a meeting of shareholders thereof if the holders of more
than 50% of the outstanding voting securities are present or represented by
proxy, or (ii) more than 50% of the outstanding voting securities of the
Portfolio. Whenever the Fund is requested to vote on a change in the investment
restrictions of the Portfolio, the Fund will hold a meeting of its shareholders
and will cast its votes as instructed by the shareholders.
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.
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
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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 shareholder vote. 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.
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.
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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.
3. MANAGEMENT OF THE FUND
The trustees and executive officers of the Trust 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 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.
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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.
PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago, IL 60602, age 50.
Since 1991, Director, Chairman,
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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
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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 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
Fund and of the Portfolio's Advisor or Sub-Advisor.
TRUSTEE COMPENSATION
Officers of the Trust receive no compensation from the Trust.
However, trustees of the Trust 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
the Trust nor the trustees receive any form of pension or retirement benefit
compensation from the Trust.
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 the Trust and of the
other funds in the Berger Fund and Berger/BIAM Fund complex.
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- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NAME AND POSITION WITH AGGREGATE AGGREGATE
BERGER AND BERGER/BIAM COMPENSATION COMPENSATION
FUNDS FROM FROM
THE FUND(1) ALL BERGER
AND
BERGER/BIAM
FUNDS(2)
- --------------------------------------------------------------------------------
Dennis E. Baldwin(3) $46,617
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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
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Michael Owen(3) $57,544
- --------------------------------------------------------------------------------
William Sinclaire(3) $38,247
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) Includes the portion of the trustee compensation paid by Worldwide
Portfolios to its trustees and allocated to the Fund.
(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 the Berger/BIAM Worldwide Funds
Trust. 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, the Trust
is permitted to purchase shares of the designated funds in order to offset its
obligation to the trustees participating in the plan. Purchases made pursuant
to the plan are excepted from any otherwise applicable investment restriction
limiting the purchase of securities of any other investment company. The
Trust's obligation to make payments of deferred fees under the plan is a general
obligation of the Trust.
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As of the date of this Statement of Additional Information, the
officers and trustees of the Trust as a group owned of record or beneficially no
shares of the Berger/BIAM International Institutional Fund.
4. INVESTMENT ADVISOR AND SUB-ADVISOR
INVESTMENT 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.
The Advisor is a 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. 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 in the Prospectus under "Pending Sale of Interest in Advisor" for more
information concerning ownership of the Advisor.
SUB-ADVISOR
As permitted in its Investment Advisory Agreement with the Portfolio,
the Advisor has delegated day-to-day portfolio management responsibility to Bank
of Ireland Asset Management (U.S.) Limited (the "Sub-Advisor" or "BIAM"). 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's main offices are at
26 Fitzwilliam Place, Dublin 2, Ireland. BIAM maintains a representative office
at 2 Greenwich Plaza, Greenwich, CT 06830. BIAM is an indirect wholly-owned
subsidiary of Bank of Ireland, a publicly traded, diversified financial services
group with business operations worldwide.
INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT
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. 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
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Portfolio. The Fund bears a pro rata portion of the fee paid by the Portfolio
to the Advisor.
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 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 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 of its fee under the Sub-Advisory
Agreement, which will not affect the fee paid by the Portfolio to the Advisor.
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 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.
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<PAGE>
TRADE ALLOCATIONS
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 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.
RESTRICTIONS ON PERSONAL TRADING
The Advisor permits its board members, officers and employees to
purchase and sell securities for their own accounts in accordance with a BBOI
Worldwide policy regarding personal investing. The policy requires all board
members, officers and employees of the Advisor to conduct their personal
securities transactions in a manner which does not operate adversely to the
interests of the Fund or the Portfolio or the Advisor's other advisory clients.
Board members and officers of the Advisor (including those who also serve as
trustees of the Trust or of Worldwide Portfolios), investment personnel and
other designated persons deemed to have access to current trading information
("access persons") are required to pre-clear all transactions in securities not
otherwise exempt under the policy. Requests for authority to trade will be
denied pre-clearance when, among other reasons, the proposed personal
transaction would be contrary to the provisions of the policy or would be deemed
to adversely affect any transaction then known to be under consideration for or
currently being effected on behalf of any client account, including the Fund.
In addition to the pre-clearance requirements described above, the
policy subjects board members and officers of the Advisor (including those who
also serve as trustees of the Trust or of Worldwide Portfolios), investment
personnel and other access persons to various trading restrictions and reporting
obligations. All reportable transactions are reviewed for compliance with the
Advisor's policy. Those persons also may be required under certain
circumstances to forfeit their profits made from personal trading. The policy
is administered by the Advisor and the provisions of the policy are subject to
interpretation by and exceptions authorized by its board of managers.
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<PAGE>
The Sub-Advisor has also adopted a Code of Ethics which restricts its
staff from personal trading in specified circumstances, including among others
prohibiting participation in initial public offerings, prohibiting dealing in a
security for the seven days before and after any trade in that security on
behalf of clients, prohibiting trading in a security while an order is pending
for any client on that same security, and requiring profits from short-term
trading in securities (purchase and sale within a 60-day period) to be
forfeited. In addition, staff of the Sub-Advisor must disclose their holdings
in any private company if an investment in that same company is being considered
for clients.
5. EXPENSES OF THE FUND
The Fund is allocated and bears indirectly its pro rata share of the
aggregate annual operating expenses of the Portfolio, since all of the
investable assets of the Fund are invested in the Portfolio. 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. 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.
Expenses of the Fund include, among others, its pro rata share of the
expenses of the Trust, such as: expenses of registering the Trust 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 meetings of
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<PAGE>
the trustees and shareholders of the Trust; association dues; legal fees; and
insurance premiums of the Trust. Expenses of the Fund also include, among
others, registration and filing fees incurred in registering shares of the Fund
with securities authorities; taxes imposed on the Fund; the fee payable to the
Advisor under the Administrative Services Agreement; and such other non-
recurring and extraordinary items as may arise from time to time.
SERVICE ARRANGEMENTS FOR THE FUND
Under the Administrative Services Agreement with the Fund, the Advisor
serves as the administrator of the Fund. In this capacity, it administers and
manages all aspects of the Fund's day-to-day operations, subject to the
supervision of the trustees of the Trust. The Advisor is responsible, at its
expense, for furnishing (or procuring other parties to furnish) recordkeeping
and pricing services, custodian services, transfer agency and dividend
disbursing services, audit services and certain other administrative and
recordkeeping services, such as coordinating matters relating to the operations
of the Fund, coordinating registration of sufficient Fund shares under federal
and state securities laws, preparing or supervising the preparation of
registration statements, tax returns, proxy materials, financial statements and
reports for filing with regulatory authorities and distribution to shareholders
of the Fund, and printing and mailing required shareholder reports and
communications. Under the Administrative Services Agreement, the Fund pays the
Advisor a fee at an annual rate equal to the lesser of (i) ______% of its
average daily net assets, or (ii) the Advisor's annual cost to provide or
procure these services, plus an additional .02 of 1% (0.02%) of the Fund's
average daily net assets. The trustees of the Trust regularly review amounts
paid to and expenditures incurred by the Advisor pursuant to the Administrative
Services Agreement.
The Advisor or the distributor of the Fund's shares has entered into
arrangements with certain organizations (broker-dealers, recordkeepers and
administrators) to provide subtransfer agency, recordkeeping, shareholder
communications, subaccounting and/or other services to investors purchasing
shares of the Fund through investment programs or pension plans established or
serviced by those organizations. The Advisor or the Fund's distributor may pay
fees to these organizations for their services. For purposes of determining the
Advisor's cost of providing or procuring transfer agency and dividend disbursing
services under the Administrative Services Agreement, the Advisor may take into
account only the fees that otherwise would be paid for by the Advisor if all the
investors who own Fund shares through the organization were registered record
holders of shares in the Fund.
Berger Associates has been delegated the responsibility to perform
certain of the administrative and recordkeeping services required under the
Administrative Services
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<PAGE>
Agreement and to procure, at the Advisor's expense, third parties to provide the
services not provided by Berger Associates. Berger Associates is paid a fee by
the Advisor of ____% of the Fund's average daily net assets for its services
under this arrangement. During certain periods, Berger Associates may
voluntarily waive all or a portion of its fee from the Advisor. Investors
Fiduciary Trust Company ("IFTC"), 127 W. 10th Street, Kansas City, MO 64105, has
been appointed to provide recordkeeping and pricing services to the Fund,
including calculating the daily net asset value of the Fund, and to perform
certain accounting and recordkeeping functions that it requires. In addition,
IFTC has been appointed to serve as the Fund's custodian, transfer agent and
dividend disbursing agent. IFTC has engaged DST Systems, Inc. ("DST"), P.O. Box
[______], Kansas City, MO 64141, as sub-transfer agent to provide transfer
agency and dividend disbursing services for the Fund, and has engaged State
Street Bank and Trust Company ("State Street"), P.O. Box [___], Boston, MA
02101, as sub-custodian. The fees of Berger Associates, IFTC, DST and State
Street are all paid by the Advisor. Approximately 40% of the outstanding shares
of DST are owned by KCSI, which also owns approximately 80% of the outstanding
shares of Berger Associates.
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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DISTRIBUTOR
The distributor (principal underwriter) of the Fund's shares is
_________________ (the "Distributor"), [address]. [_____________________ is a
wholly-owned subsidiary of ________________. Certain persons affiliated with
______________________ are also affiliated with the Trust and Worldwide
Portfolios.]
6. BROKERAGE POLICY
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
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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 expenses that the Portfolio would otherwise
be obligated to pay. No portion of the commission is retained by DSTS.
7. PURCHASE OF SHARES
Minimum Initial Investment $100,000.00
Shares in the Fund may be purchased at the relevant net asset value
without a sales charge. The minimum initial investment for shares of the Fund
is $100,000. To purchase shares in the Fund, simply complete the application
form enclosed with the Prospectus and mail it to the Fund in care of DST
Systems, Inc., the Fund's transfer agent, as follows:
Berger/BIAM Funds
c/o DST Systems, Inc.
P.O. Box [______]
Kansas City, MO 64141
Payment for shares purchased may be made by wire, electronic funds
transfer or mail. All purchase orders are effected at the relevant net asset
value for share of the Fund next determined after receipt of the purchase order,
completed application and payment. A purchase order, together with payment in
proper form, received by the transfer agent prior to the close of the New York
Stock Exchange (the "Exchange") on a day the Fund is open for business will be
effected at that day's net asset value. An order received after that time will
be effected at the net asset value determined on the next business day.
Additional investments may be made at any time by telephone or by mail
at the relevant net asset value by calling or writing the Fund and making
payment by wire or electronic funds transfer as outlined above.
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In addition, Fund shares may be purchased through certain broker-
dealers that have established mutual fund programs and certain other
organizations connected with pension and retirement plans. These broker-dealers
and other organizations may charge investors a fee for their services, may
require different minimum initial and subsequent investments than the Fund and
may impose other charges or restrictions different from those applicable to
shareholders who invest in the Fund directly. Fees charged by these
organizations will have the effect of reducing a shareholder's total return on
an investment in Fund shares. No such charge will be paid by an investor who
purchases the Fund shares directly from the Fund as described above.
8. NET ASSET VALUE
The net asset value of the Fund is determined once daily, at the close
of the regular trading session of the Exchange (normally 4:00 p.m., New York
time, Monday through Friday) each day that the Exchange is open. The Exchange
is closed and the net asset value of the Fund is not determined on weekends and
on New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day each year. The per share net
asset value of the Fund is determined by dividing the total value of its assets,
less liabilities, by the total number of shares outstanding. Since the Fund
invests all of its investable assets in the Portfolio, the value of the Fund's
investable assets will be equal to the value of its beneficial interest in the
Portfolio.
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
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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.
Generally, trading in foreign securities markets is substantially
completed each day at various times prior to the close of the Exchange. The
values of foreign securities used in computing the net asset value of the shares
of the 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 Portfolio's securities may be listed primarily on foreign
exchanges or over-the-counter dealer markets which may trade on days when the
Exchange is closed (such as a customary U.S. holiday) and on which the Fund's
net asset value is not calculated. As a result, the net asset value of the Fund
may be significantly affected by such trading on days when shareholders cannot
purchase or redeem shares of the Fund.
9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT
TAX STATUS OF THE FUND AND THE PORTFOLIO
The Fund intends to meet the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code") and to distribute to its
investors all or substantially all of its taxable income as defined in the Code.
If the Fund meets the Subchapter M requirements, it generally is not liable for
U.S. Federal income taxes to the extent its earnings are timely distributed.
Qualification as a regulated investment company ("RIC") under the Code does not,
however, involve any federal supervision of management or of the investment
practices or policies of the Fund. If the Fund distributes annually less than
98% of its income and gain, it may be subject to a nondeductible excise tax
equal to 4% of the shortfall.
The Trust anticipates that (1) the Portfolio will be treated for U.S.
Federal income tax purposes as a partnership,
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and (2) for purposes of determining whether the Fund satisfies the income and
diversification requirements to maintain its status as a RIC, the Fund, as an
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 the Fund that it
intends to conduct its operations so as to enable its investors, including the
Fund, to satisfy those requirements.
TAXATION OF FUND DISTRIBUTIONS
Advice as to the tax status of each year's dividends and distributions
will be mailed annually to the shareholders of the Fund. Dividends paid by the
Fund from net investment income and distributions from the Fund's net short-term
capital gains in excess of any net long-term capital losses, whether received in
cash or reinvested, generally will be taxable as ordinary income. Distributions
received from the Fund designated as long-term capital gains (net of capital
losses), whether received in cash or reinvested, will be taxable as long-term
capital gains without regard to the length of time a shareholder has owned
shares in the Fund. Any loss on the redemption or other sale or exchange of the
Fund's shares held for six months or less will be treated as a long-term capital
loss to the extent of any long-term capital gain distribution received on the
shares. A portion of the dividends (but not capital gains distributions) paid
by the Fund may be eligible for the dividends received deduction for corporate
shareholders to the extent that the Fund's income consists of dividends paid by
United States corporations. If a shareholder is exempt from U.S. Federal income
tax, the shareholder will not generally be taxed on amounts distributed by the
Fund.
If the amount of the Fund's distributions for a taxable year exceeds
the Fund's tax earnings and profits available for distribution, all or portion
or the distributions may be treated as a return of capital or as capital gains.
In the event a distribution is treated as a return of capital, the shareholder's
basis in his or her Fund shares will be reduced to the extent the distribution
is so treated.
At certain levels of taxable income, the Code provides a preferential
tax rate for long-term capital gains. Long-term capital gains of taxpayers
other than corporations are taxed at a 28% maximum rate, whereas ordinary income
is taxed at a 39.6% maximum rate. Capital losses continue to be deductible only
against capital gains plus (in the case of taxpayers other than corporations)
$3,000 of ordinary income annually ($1,500 for married individuals filing
separately).
FOREIGN SOURCE INCOME
Income received by the Fund, directly or through the Portfolio, from
sources within foreign countries may be subject to withholding and other income
or similar taxes imposed by such
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countries. The U.S. has entered into tax treaties with many foreign countries
that, in some circumstances, may entitle the Fund or the Portfolio to a reduced
rate of tax or exemption from tax on such income. If, directly or through the
Portfolio, more than 50% in value of the Fund's total assets at the close of its
taxable year consists of securities of foreign corporations, the Fund may elect
to "pass-through" to its shareholders the amount of foreign income taxes paid by
the Fund and the foreign-source character of the income received by the Fund.
Under this election, each shareholder will be required to include the
shareholder's pro rata portion of these foreign taxes in gross income, but will
be able to deduct (as an itemized deduction) or claim a foreign tax credit for
such amount (subject to various limitations).
Depending upon their particular tax circumstances, shareholders may be
unable to claim a full credit for their proportionate share of the foreign
income taxes passed through by the Fund. Further limitations as to the credit
or deduction of the foreign income taxes may apply for purposes of the
alternative minimum tax. If the election to pass through foreign income taxes
is not made, foreign taxes will be treated as an expense of the Fund, reducing
its investment company taxable income, and the distributions by the Fund will be
treated as United States source income.
OTHER TAX CONSIDERATIONS
The amount, timing and character of Fund income taxed to Fund
shareholders may be affected by certain special U.S. tax rules that may apply to
various investments of the Fund and 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 are treated as ordinary gain or loss. These
gains or losses, termed "section 988" gains or losses, may increase,
decrease or eliminate the amount to be distributed to shareholders as
ordinary income. If section 988 losses exceed other net investment
income during a taxable year the Fund generally would not be able to
make ordinary dividend distributions, or distributions made before the
losses were realized would be recharacterized as return of capital to
shareholders for U.S. Federal income tax purposes (reducing each
shareholder's basis in his or her Fund shares) or as a capital gain.
To minimize the risk of such distributions, the Fund may adjust its
dividends (if any) to take currency fluctuations into account.
OPTIONS, FUTURES AND HEDGING TRANSACTIONS. On the disposition of
certain options, futures contracts and
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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 time the Fund or 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 Fund, directly or through 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 Fund's tax status as a regulated
investment company may limit the extent to which the Fund and the
Portfolio will be able to engage in transactions in options, futures
contracts and forward contracts.
Hedging transactions undertaken by the Fund and the Portfolio may
result in "straddles" for U.S. Federal income tax purposes, affecting
the character of gains (or losses) realized by the Fund. In addition,
losses realized by the Fund 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 Fund or the
Portfolio receives an "excess distribution" with respect to PFIC
stock, the Portfolio or the Fund itself may be subject to tax on a
portion of the excess distribution, whether or not the corresponding
income is distributed by the Fund to shareholders. However, the Fund
or 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 shareholders of
the Fund may differ substantially as compared to a fund that did not
invest in PFIC shares.
FOREIGN SHAREHOLDERS
Foreign shareholders of the Fund generally will be subject to a 30%
U.S. withholding tax on ordinary income dividends paid by the Fund. This
withholding may be reduced by an applicable tax treaty. Foreign shareholders
are urged to consult with their own tax advisors with respect to this
withholding tax and the other particular U.S. and foreign tax consequences to
them of an investment in the Fund.
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The foregoing discussion relates only to U.S. Federal income tax law.
Ordinary income and capital gains dividends also may be subject to state and
local taxes, which may differ from the U.S. Federal treatment. Shareholders are
urged to consult with their tax advisors with respect to the particular tax
consequences to them of an investment in the Fund, including the application and
effect of state and local taxes.
10. SUSPENSION OF REDEMPTION RIGHTS
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
shareholders of the Fund.
The Fund intends to redeem its shares only for cash, although it
retains the right to redeem its shares in kind under unusual circumstances, in
order to protect the interests of the remaining shareholders, by the delivery of
securities selected from its assets at its discretion. The Fund is, however,
governed by Rule 18f-1 under the Investment Company Act of 1940 pursuant to
which the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net assets of the Fund during any 90-day period for any
one shareholder. For purposes of this threshold, each underlying account holder
whose shares are held of record in certain omnibus accounts is treated as one
shareholder. Should redemptions by any shareholder during any 90-day period
exceed such limitation, the Fund will have the option of redeeming the excess in
cash or in kind. If shares are redeemed in kind, the redeeming shareholder
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 under Section 8. Shareholders
have the ability to request in writing a review of the valuation of in-kind
redemptions, which will be considered by the trustees of the Trust within 90
days of such written request.
11. PLANS AND PROGRAMS
The Fund offers several tax-qualified retirement plans for adoption by
individuals and employers. The Fund also offers both a profit-sharing plan and
a money purchase pension plan for employers and self-employed persons, an
Individual Retirement Account ("IRA") and a 403(b) Custodial Account.
In order to receive the necessary materials to create a profit-sharing
or money purchase pension plan account, an IRA account or a 403(b) Custodial
Account, please write to the Fund, c/o BBOI Worldwide, P.O. Box [____], Denver,
CO 80217, or call 1-800-[___________]. Trustees for 401(k) or other existing
plans
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interested in utilizing Fund shares as an investment or investment alternative
in their plans should contact the Fund at 1-800-[_________].
The Fund also offers a systematic withdrawal plan. Forms to open such
an account may be obtained by writing to the Fund, c/o DST Systems, Inc., P.O.
Box [______], Kansas City, MO 64141, or call 1-800-[_____________].
12. EXCHANGE PRIVILEGE
Any shareholder may exchange any or all of the shareholder's shares in
the Fund, subject to stated minimums, for shares of any of the publicly
available Berger Funds or Berger/BIAM Funds, without charge, after receiving a
current prospectus of the other Berger Fund or Berger/BIAM Fund. Exchanges into
or out of the Fund are made at the net asset value per share next determined
after the exchange request is received. Each exchange represents the sale of
shares from one fund and the purchase of shares in another, which may produce a
gain or loss for U.S. Federal income tax purposes. An exchange of shares may be
made by written request directed to the Fund, in care of DST Systems, Inc., or
simply by telephoning the Fund at 1-800-[______________]. This privilege is
revocable by the Fund, and is not available in any state in which the shares of
the Berger or Berger/BIAM Fund being acquired in the exchange are not registered
for sale. Shareholders automatically have telephone privileges to authorize
exchanges unless they specifically decline this service in the account
application or in writing.
13. PERFORMANCE INFORMATION
The Prospectus contains a brief description of how total return is
calculated.
Quotations of average annual total return for the Fund will be
expressed in terms of the average annual compounded rate of return of a
hypothetical investment in the Fund over periods of 1, 5 and 10 years, or for
the life of the Fund, if shorter. These are the rates of return that would
equate the initial amount invested to the ending redeemable value. These rates
of return are calculated pursuant to the following formula: P(1 + T)n = ERV
(where P = a hypothetical initial payment of $1,000, T = the average annual
total return, n = the number of years and ERV = the ending redeemable value of a
hypothetical $1,000 payment made at the beginning of the period). All total
return figures reflect the deduction of a proportional share of Fund expenses on
an annual basis, and assume that all dividends and distributions are reinvested
when paid.
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14. ADDITIONAL INFORMATION
BERGER/BIAM WORLDWIDE FUNDS TRUST AND THE FUND
The Trust is a Delaware business trust organized on May 31, 1996. The
Fund was established on May 31, 1996, as a series of the Trust. The Fund
commenced operations on ______________, 1996, subsequent to the transfer to the
Portfolio of assets held in a pooled trust. See "Performance" in the Prospectus
for additional information on the asset transfer.
The Trust is authorized to issue an unlimited number of shares of
beneficial interest in series or portfolios. Currently, the series comprising
the Fund is one of two series established under the Trust, although others may
be added in the future. The Trust is also authorized to establish multiple
classes of shares representing differing interests in an existing or new series.
Under Delaware law, shareholders of the Trust will enjoy the same
limitations on personal liability as extended to stockholders of a Delaware
corporation. Further, the Trust Instrument of the Trust provides that no
shareholder shall be personally liable for the debts, liabilities, obligations
and expenses incurred by, contracted for or otherwise existing with respect to,
the Trust or any particular series (fund) of the Trust. However, the principles
of law governing the limitations of liability of beneficiaries of a business
trust have not been authoritatively established as to business trusts organized
under the laws of one jurisdiction but operating or owning property in other
jurisdictions. In states that have adopted legislation containing provisions
comparable to the Delaware Business Trust Act, it is believed that the
limitation of liability of beneficial owners provided by Delaware law should be
respected. In those jurisdictions that have not adopted similar legislative
provisions, it is possible that a court might hold that the shareholders of the
Trust are not entitled to the limitations of liability set forth in Delaware law
or the Trust Instrument and, accordingly, that they may be personally liable for
the obligations of the Trust.
In order to protect shareholders from such potential liability, the
Trust Instrument requires that every written obligation of the Trust or any
series thereof contain a statement to the effect that such obligation may only
be enforced against the assets of the Trust or such series. The Trust
Instrument also provides for indemnification from the assets of the relevant
series for all losses and expenses incurred by any shareholder by reason of
being or having been a shareholder, and that the Trust shall, upon request,
assume the defense of any such claim made against such shareholder for any act
or obligation of the relevant series and satisfy any judgment thereon from the
assets of that series.
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As a result, the risk of a Berger/BIAM International Institutional
Fund shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to meet its
obligations. The Trust believes that, in view of the above, the risk of
personal liability to shareholders of the Fund is remote. The trustees intend
to conduct the operations of the Trust and the Fund so as to avoid, to the
extent possible, liability of shareholders for liabilities of the Trust or the
Fund.
Shares of the Fund have no preemptive rights, and since the Fund has
only one class of securities there are no sinking funds or arrearage provisions
which may affect the rights of the Fund shares. Fund shares have no conversion
or subscription rights.
As of the date of this Statement of Additional Information, all of the
outstanding shares of the Fund were held by Berger Associates, Inc., a Delaware
corporation and controlling person of the Advisor, which provided the seed
capital necessary to establish the Fund.
BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST AND THE PORTFOLIO
Worldwide Portfolios is also a Delaware business trust organized on
May 31, 1996. The Portfolio was established on May 31, 1996, as a series of
Worldwide Portfolios. The Portfolio commenced operations on ______________,
1996, subsequent to the transfer to the Portfolio of assets held in a pooled
trust. See "Performance" in the Prospectus for additional information on the
asset transfer.
Worldwide Portfolios is authorized to sell unlimited interests in
series or portfolios. Currently, the series comprising the Portfolio is the
only series established under Worldwide Portfolios, although others may be added
in the future. The Delaware law information set forth above with respect to the
Trust also applies to Worldwide Portfolios and investors in the Portfolio.
Each investor in the Portfolio, including the Fund, is entitled to a
vote in proportion to the amount of its investment in the Portfolio. Whenever
the Fund is requested to vote as an investor in the Portfolio on matters
pertaining to the Portfolio (other than a vote by the Fund to continue the
operation of the Portfolio upon the withdrawal of another investor in the
Portfolio), the Fund will hold a meeting of its shareholders and will cast all
of its votes as an investor in the Portfolio in the same proportion as directed
by the votes of the Fund's shareholders. Fund shareholders who do not vote will
not affect the votes cast by the Fund at the meeting of the Portfolio investors.
The percentage of the votes representing the Fund's shareholders will be voted
by the Fund in the same proportion as the Fund's shareholders who do, in fact,
vote.
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DISTRIBUTION
_____________________ (the "Distributor"), [address], is the principal
underwriter of the Fund's shares. The Distributor is a registered broker-dealer
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The Distributor acts as the agent of
the Fund in connection with the sale of its shares in all states in which the
shares are registered and in which the Distributor is qualified as a broker-
dealer.
The Trust, on behalf of the Fund, and the Distributor are parties to a
Distribution Agreement that continues until __________, 199__. The Distribution
Agreement may be renewed annually thereafter from year to year if such
continuation is specifically approved at least annually by the trustees or by
vote of a majority of the outstanding shares of the Fund and in either case by
vote of a majority of the trustees of the Trust who are not "interested persons"
(as that term is defined in the Investment Company Act of 1940) of the Trust or
the Distributor. The Distribution Agreement is subject to termination by the
Fund or the Distributor on ____ days' written notice, and terminates
automatically in the event of its assignment. Under the Distribution Agreement,
the Distributor continuously offers the Fund's shares and accepts orders at net
asset value. No sales charges are paid by investors.
OTHER INFORMATION
Davis, Graham & Stubbs LLP, 370 Seventeenth Street, Denver, Colorado,
has acted as counsel for the Trust and the Fund. Dechert Price & Rhoads, 1500 K
Street, N.W., Washington, DC, has acted as special counsel for the Trust and the
Fund.
Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, has
been appointed to act as independent accountants for the Fund and the Portfolio
for the fiscal year ended September 30, 1996.
The Berger/BIAM Worldwide Funds Trust has filed with the Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities of the Berger/BIAM International
Institutional Fund, of which this Statement of Additional Information is a part.
If further information is desired with respect to the Fund or its securities,
reference is made to the Registration Statement and the exhibits filed as a part
thereof.
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FINANCIAL STATEMENTS
The following financial statements appear attached to the end of this
Statement of Additional Information:
For Berger/BIAM Worldwide Funds Trust:
Report of the Independent Accountants, dated ____________, 1996
Statement of Assets and Liabilities of the Berger/BIAM International
Institutional Fund, as of ____________, 1996
Notes to Statement of Assets and Liabilities, dated _________________,
1996
For Berger/BIAM Worldwide Portfolios Trust:
Report of the Independent Accountants, dated ____________, 1996
Statement of Assets and Liabilities of the Berger/BIAM International
Portfolio, as of ____________, 1996
Notes to Statement of Assets and Liabilities, 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.
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KEY TO MOODY'S CORPORATE RATINGS
Aaa-Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.
Aa-Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.
A-Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.
Baa-Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as well.
Ba-Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during good and bad times over the future. Uncertainty of position
characterizes bonds of this class.
B-Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.
Caa-Bonds which are rated Caa are of poor standing. Such issues may
be in default or there may be present elements of danger with respect to
principal or interest.
Ca-Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.
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C-Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Note: Moody's applies numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
category.
KEY TO STANDARD & POOR'S CORPORATE RATINGS
AAA-Debt rated AAA has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely strong.
AA-Debt rated AA has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.
A-Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.
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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PART C. OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS:
(a) FINANCIAL STATEMENTS.
In Part A of the Registration Statement (Prospectus):
None.
To be included in Part B of the Registration Statement (Statement of
Additional Information) in a Pre-Effective Amendment to this
Registration Statement:
BERGER/BIAM WORLDWIDE FUNDS TRUST
1. Report of Independent Accountants, dated ________, 1996
2. Statement of Assets and Liabilities of the Berger/BIAM
International Fund, as of __________, 1996 (in the Statement of
Additional Information for the Berger/BIAM International Fund)
Statement of Assets and Liabilities of the Berger/BIAM
International Institutional Fund, as of __________, 1996 (in the
Statement of Additional Information for the Berger/BIAM
International Institutional Fund)
3. Notes to Statements of Assets and Liabilities, dated
_______________, 1996
BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST
1. Report of Independent Accountants, dated ________, 1996
2. Statements of Assets and Liabilities of the Berger/BIAM
International Portfolio, as of __________, 1996
3. Notes to Statements of Assets and Liabilities, 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.
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<PAGE>
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 shares of 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 shares, 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 and Investment Advice" in the Prospectus and "Investment Advisor" in
the Statement of Additional Information for more information on KCSI and its
affiliates.
Item 26. NUMBER OF HOLDERS OF SECURITIES
The number of record holders of shares of beneficial interest in the
Registrant as of the effective date of this Registration Statement, was as
follows:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SERIES OR FUND NUMBER OF HOLDERS
OF SHARES
- --------------------------------------------------------------------------------
Berger/BIAM International Fund 1
- --------------------------------------------------------------------------------
Berger/BIAM International Institutional Fund ___
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Item 27. INDEMNIFICATION
Article IX, Section 2 of the Trust Instrument for Berger/BIAM
Worldwide Funds Trust (the "Trust") provides for indemnification of certain
persons acting on behalf of the Trust to the fullest extent permitted by the
law. In general, trustees, officers, employees and agents will be indemnified
against liability and against all expenses incurred by them in connection with
any claim, action, suit or proceeding (or settlement thereof) in which they
become involved by virtue of their Trust office, unless their conduct is
determined to constitute willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties, or unless it has been determined that they
have not acted in good faith in the reasonable belief that their actions were in
or not opposed to the best interests of the Trust. The Trust also may advance
money for these expenses, provided that the trustees, officers, employees or
agents undertake to repay the Trust if their conduct is later determined to
preclude indemnification. The Trust has the power to purchase insurance on
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<PAGE>
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 the Trust has purchased and maintains an
insurance policy covering such persons against certain liabilities incurred in
their official capacities.
Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR
The business of BBOI Worldwide, the investment advisor of the Fund,
and Berger Associates, the sole owner of BBOI Worldwide, are described in the
Prospectus in Section 6 and in the Statement of Additional Information in
Section 4 which are included in this Registration Statement.
The business of BIAM, the sub-advisor to the Berger/BIAM International
Fund, is also described in Section 6 of the Prospectus and in Section 4 of the
Statement of Additional Information. Information relating to the business and
other connections of the officers and directors of BIAM (current and for the
past two years) is listed in Schedules A and D of BIAM's Form ADV as filed with
the Securities and Exchange Commission (File No. 801-29606, filed on June 30,
1995), which information from such schedules is incorporated herein by
reference.
Item 29. PRINCIPAL UNDERWRITERS
Not applicable.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained as follows:
(a) Shareholder records are maintained by the Registrant's sub-
transfer agent, DST Systems, Inc., P.O. Box 419958, Kansas City,
MO 64141;
(b) Accounting records relating to cash and other money balances;
asset, liability, reserve, capital, income and expense accounts;
portfolio securities; purchases and sales; and brokerage
commissions are maintained by the Registrant's Recordkeeping and
Pricing Agent, Investors Fiduciary Trust Company ("IFTC"),
127 West 10th Street, Kansas City, Missouri 64105. Other records
of the Registrant relating to purchases and sales; the Trust
Instrument, minute books and other trust records; brokerage
orders; performance information and other records are maintained
at the offices of the Registrant at 210 University Boulevard,
Suite 900, Denver, Colorado 80206.
C-3
<PAGE>
(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
The Registrant has no management-related service contract which is not
discussed in Parts A and B of this form. See Section 7 of the Prospectus and
Section 5 of the Statement of Additional Information for a discussion of the
Recordkeeping and Pricing Agent Agreement entered into between the Registrant
and IFTC and the Administrative Services Agreements entered into between the
Registrant and BBOI Worldwide, investment advisor to the Registrant.
Item 32. UNDERTAKINGS
(a) Registrant hereby undertakes to file a post-effective amendment,
containing reasonably current financial statements relating to the Berger/BIAM
International Fund (which need not be certified) within four to six months of
the later of the effective date of this amendment to Registrant's 1933 Act
Registration Statement or commencement of operations of such Fund.
(b) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest annual report to
shareholders, upon request and without charge.
(c) Registrant undertakes to comply with the following policy with
respect to calling meetings of shareholders for the purpose of voting upon the
removal of any trustee of the Registrant and facilitating shareholder
communications related to such meetings:
1. The trustees will promptly call a meeting of shareholders for the
purpose of voting upon the removal of any trustee of the Registrant when
requested in writing to do so by the record holders of at least 10% of the
outstanding shares of the Registrant.
2. Whenever ten or more shareholders of record who have been
shareholders of the Registrant for at least six months, and who hold in the
aggregate either shares having a net asset value of at least $25,000 or at least
1% of the outstanding shares of the Registrant, whichever is less, apply to the
trustees in writing stating that they wish to communicate with other
shareholders with a view to obtaining signatures to request such a meeting, and
deliver to the trustees a form of communication and request which they wish to
transmit, the trustees within 5 business days after receipt of such application
either will (i) give such
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<PAGE>
applicants access to a list of the names and addresses of all shareholders of
record of the Registrant, or (ii) inform such applicants of the approximate
number of shareholders of record and the approximate cost of mailing the
proposed communication and form of request.
3. If the trustees elect to follow the course specified in clause
(ii), above, the trustees, upon the written request of such applicants
accompanied by tender of the material to be mailed and the reasonable expenses
of the mailing, will, with reasonable promptness, mail such material to all
shareholders of record, unless within 5 business days after such tender the
trustees shall mail to such applicants and file with the Securities and Exchange
Commission (the "Commission"), together with a copy of the material requested to
be mailed, a written statement signed by at least a majority of the trustees to
the effect that in their opinion either such material contains untrue statements
of fact or omits to state facts necessary to make the statements contained
therein not misleading, or would be in violation of applicable law, and
specifying the basis of such opinion.
4. If the Commission enters an order either refusing to sustain any
of the trustees' objections or declaring that any objections previously
sustained by the Commission have been resolved by the applicants, the trustees
will cause the Registrant to mail copies of such material to all shareholders of
record with reasonable promptness after the entry of such order and the renewal
of such tender.
(d) 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.
C-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Berger/BIAM Worldwide Funds
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 FUNDS 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 Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated for Berger/BIAM Worldwide Funds 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
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<PAGE>
/s/ Kevin R. Fay Vice President, June 11, 1996
- ------------------------- Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)
/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>
SIGNATURES
Berger/BIAM Worldwide Portfolios Trust has duly caused this
Registration Statement on Form N-1A of Berger/BIAM Worldwide Funds Trust to be
signed under the Securities Act of 1933 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.
This Registration Statement of Berger/BIAM Worldwide Funds Trust has
been signed below under the Securities Act of 1933 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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<PAGE>
/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 Not applicable
Exhibit 6 Not applicable
Exhibit 7 Not applicable
Exhibit 8 Not applicable
** Exhibit 9.1 EX-99.B9.1 New Account Application
** Exhibit 9.2 EX-99.B9.2 Form of Administrative Services
Agreement for Berger/BIAM International
Fund
** Exhibit 9.3 EX-99.B9.3 Form of Recordkeeping and Pricing Agent
Agreement
** Exhibit 9.4 EX-99.B9.4 Form of Agency Agreement
** Exhibit 9.5 EX-99.B9.5 Services Agreement between BBOI
Worldwide LLC, Charles Schwab & Co.,
Inc. and Berger/BIAM Worldwide Funds
Trust on behalf of Berger/BIAM
International Fund, effective
___________, 1996
** 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
Stockholder (for purchase of shares of
Berger/BIAM International Fund and
shares of Berger/BIAM International
Institutional Fund
** Exhibit 14.1 EX-99.B14.1 Form 5305-A Individual Retirement
Custodial Account and Related Documents
** Exhibit 14.2 EX-99.B14.2 Investment Company Institute Prototype
Money Purchase Pension and Profit
Sharing Plan Basic Document #01 and
Related Documents
** Exhibit 14.3 EX-99.B14.3 403(b)(7) Plan Custodial Account
Agreement and Related Documents
** Exhibit 15 EX-99.B15 Rule 12b-1 Plan for Berger/BIAM
International Fund
** Exhibit 16 EX-99.B16 Schedule for Computation of Performance
Data
*** Exhibit 17.1 Financial Data Schedule for Berger/BIAM
International Fund
*** Exhibit 17.2 Financial Data Schedule for Berger/BIAM
International Institutional Fund
Exhibit 18 Not Applicable
<PAGE>
___________________________
* Filed herewith.
** To be filed by amendment.
*** Not required to be filed until financial statements for Fund are required.
