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SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED SEPTEMBER 19, 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 (the "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 located 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.
Accordingly, the investment performance of the Fund will derive from the
investment performance of the Portfolio. 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 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 5005, Denver, CO 80217, or by calling 1-800-[________].
Prospectuses are also available upon request for the following funds advised by
Berger Associates, Inc.: the 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
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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 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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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.
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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....................................................... 11
5. Additional Information About Master/Feeder Structure..................... 11
6. Management and Investment Advice......................................... 12
7. Expenses of the Fund..................................................... 16
8. Purchase of Shares in the Fund........................................... 18
9. Net Asset Value.......................................................... 20
10. Open Account System and Share Certificates.............................. 21
11. Redemption of Fund Shares............................................... 21
12. Exchange Privilege...................................................... 24
13. Plans and Programs...................................................... 25
14. Income Dividends, Capital Gains Distributions and Tax Treatment......... 25
15. Additional Information.................................................. 27
16. 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) EXPENSES** WAIVER)
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Berger/BIAM International
Institutional Fund 0.85%*** 0.50% 1.35%***
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* Total Fund Operating Expenses are comprised of the Fund's annual
operating expenses plus the Fund's pro rata portion of the annual
operating expenses of the Portfolio in which the Fund's assets are
invested. See "Expenses of the Fund".
** Other Expenses primarily include administrative services 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 its pro rata portion of the advisory
fee paid to the Advisor by the Portfolio in which the Fund's assets are
invested. Until at least April 30, 1998, the Advisor has agreed voluntarily
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 1.00% of the Portfolio's
average daily net assets for that fiscal year. Absent the waiver, the
Investment Advisory Fee would be 0.90% and Total Fund Operating Expenses
would be estimated to be 1.40%.
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 Institutional Fund $14* $43*
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* Based on estimated expenses for the first year of operations of the Fund
and the Portfolio, after waiver.
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 Fund 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:
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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".
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 the
principal securities trading market for its equity securities is located outside
the U.S. or it is organized under the laws of, and has a principal office in, a
country other than the U.S. 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 located 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
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secondary importance as a by-product of the investment selection process used to
achieve the Fund's objective.
INVESTMENT SELECTION
In selecting its portfolio securities, the Portfolio places primary
emphasis on fundamentally undervalued stocks as determined by a range of
characteristics, including relatively low price/earnings multiples, dividend
yield, consistency of earnings growth and cash flow, financial strength,
realizable asset value and liquidity. Securities of companies with medium to
large market capitalizations usually constitute the majority of the
Portfolio's investments. The Portfolio currently considers medium to large
market capitalizations to be those in excess of $1 billion. 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 located 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 located 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 dynamic
economic and business themes that are believed to provide the best opportunities
for effective stock 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 best positioned to
take advantage of them. These themes and trends may transcend
political and geographic boundaries and may be global or regional in
nature. Current themes and trends include, for example, worldwide
growth in telecommunications and multimedia, rapid economic
development in the Pacific Basin, global healthcare trends and unique
consumer franchises.
- - FUNDAMENTAL ANALYSIS. The Sub-Advisor seeks to identify companies
that it believes are best positioned to benefit from the identified
themes and trends. It conducts an extensive "bottom-up" analysis
seeking individual quality companies with stocks that are
fundamentally undervalued relative to their long-term prospective
earnings growth rate, their historic valuation levels and their peer
group. This process
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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.
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 profitable, successful companies benefit
from global economic growth, including companies in foreign markets. The Fund
seeks to take advantage of the investment opportunities created by an
increasingly global economy.
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, and there have been 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, nearly two-thirds 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
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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.
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
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invest in European Depositary Receipts (EDRs) which are similar to ADRs, in
bearer form, designed for use in the European securities markets, and in Global
Depositary Receipts (GDRs). Some of the companies in which the Portfolio
invests may be considered passive foreign investment companies (PFICs), which
are described in greater detail in the Statement of Additional Information.
There also may be less publicly available information about foreign
issuers and securities than domestic issuers and securities, and foreign issuers
generally are not subject to accounting, auditing and financial reporting
standards, requirements and practices comparable to those applicable to domestic
issuers. Also, there is generally less government supervision and regulation of
exchanges, brokers, financial institutions and issuers in foreign countries than
there is in the U.S. Foreign financial markets typically have substantially
less volume than U.S. markets. Foreign markets also have different clearance
and settlement procedures and, in certain markets, delays or other factors could
make it difficult to effect transactions, potentially causing the Portfolio to
experience losses or miss investment opportunities.
Costs associated with transactions in foreign securities are generally
higher than with transactions in U.S. securities. The Portfolio will incur
greater costs in maintaining assets in foreign jurisdictions and in buying and
selling foreign securities generally, resulting in part from converting foreign
currencies into U.S. dollars. In addition, the Portfolio might have greater
difficulty taking appropriate legal action with respect to foreign investments
in non-U.S. courts than with respect to domestic issuers in U.S. courts, which
may heighten the risk of possible losses through the holding of securities by
custodians and securities depositories in foreign countries.
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
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Moody's Investors Service, Inc., and Standard & Poor's Corporation, or being of
similar creditworthiness in the determination of the Sub-Advisor. 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, 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. If convertible securities purchased by the
Portfolio are downgraded following purchase, or if other circumstances cause 20%
or more of the Portfolio's assets to be invested in convertible securities rated
below investment grade, the trustees of Worldwide Portfolios, in consultation
with the Sub-Advisor, will determine what action, if any, is appropriate in
light of all relevant circumstances. For a further discussion of debt security
ratings, see Appendix A to the Statement of Additional Information.
SECURITIES OF SMALLER COMPANIES. The Portfolio may invest in
securities of companies with small or medium market capitalizations. Market
capitalization is defined as total current market value of a company's
outstanding common stock. Investments in companies with smaller market
capitalizations may involve greater risks and price volatility (that is, more
abrupt or erratic price movements) than investments in larger, more mature
companies since smaller companies may be at an earlier stage of development and
may have limited product lines, reduced market liquidity for their shares,
limited financial resources or less depth in management than larger or more well
established companies. Smaller companies also may be less significant factors
within their industries and may have difficulty withstanding competition from
larger companies. While smaller companies may be subject to these additional
risks, they may also realize more substantial growth than larger or more well
established companies.
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 TRANSACTIONS. The Portfolio is authorized to make limited
commitments in certain forward contracts, but only for the
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purpose of hedging, that is, protecting against the risk of market movements
that may adversely affect the value (in foreign currency or U.S. dollar terms)
of the Portfolio's securities or the price of securities that the Portfolio is
considering purchasing. Forward contracts are obligations between two parties
to exchange particular goods or instruments (such as foreign currencies) at a
set price on a future date. The Portfolio currently intends that it will use
forward contracts only for hedging purposes and that it may enter into forward
foreign currency exchange contracts, provided the aggregate value of all
outstanding contracts does not exceed the value of the Portfolio's assets.
Although a hedging transaction may, for example, partially protect the Portfolio
from a decline in the foreign exchange price of a particular security or its
portfolio generally, hedging may also limit the potential return to the
Portfolio due to positive foreign exchange movements, and the cost of the
transaction will reduce the potential return on the security or the portfolio.
In addition, forward foreign currency exchange contracts do not eliminate
fluctuations in the prices of the underlying securities the Portfolio owns or
intends to acquire.
The Portfolio will generally enter into forward foreign currency
exchange 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 (in terms of a specified
currency, which may be U.S. dollars or a foreign currency) for securities it has
agreed to buy or sell or is considering buying or selling. 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 contracts 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 foreign currency exchange
contracts, the Portfolio will be required to place liquid assets in a segregated
account with its custodian bank or to set aside securities to "cover" its
commitments in these contracts.
Forward foreign currency exchange contracts are privately negotiated
(i.e., over-the-counter) 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. Transactions in
forward foreign currency exchange contracts by the Portfolio involve the
potential for a loss that may exceed the amount of commitment the Portfolio
would be permitted to make in those contracts under its investment limitations.
The principal risks of the
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Portfolio's use of 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 the Portfolio will
be able to enter into an offset or termination of the 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.
Although they currently have no intention of doing so, the trustees of
Worldwide Portfolios may, without shareholder approval, authorize the Portfolio
to invest in certain types of other instruments for hedging purposes, such as
financial futures and options. Appropriate notice to shareholders will be
provided of any intention to commence investing in such instruments. Additional
detail concerning the Portfolio's transactions in forwards, futures and options
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. If securities become illiquid
following purchase or other circumstances cause more than 15% of the Portfolio's
net assets to be invested in illiquid securities, the trustees of Worldwide
Portfolios, in consultation with the Sub-Advisor, will determine what action, if
any, is appropriate in light of all relevant circumstances. Repurchase
agreements maturing in more than seven days will be considered as illiquid for
purposes of this restriction. 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.
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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,
the Portfolio may invest 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 net 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
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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 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. Shareholders will be given at
least 30 days' written notice prior to any change in the investment objective of
the Fund or the Portfolio.
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
possibly 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 who
do not vote 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
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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 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. The
master/feeder fund structure is still relatively new and lacks a substantial
history.
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. Additional information concerning the trustees and the officers of
the Trust and Worldwide Portfolios is furnished in the Statement of Additional
Information under the heading "Management of the Fund."
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, Denver, CO 80206. The
Advisor oversees, evaluates and monitors the investment advisory services
provided to the Portfolio by the Portfolio's Sub-Advisor and is responsible for
furnishing 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.
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<PAGE>
The Advisor is a Delaware limited liability company formed in 1996.
Since the Advisor was only recently formed, it has no prior experience as an
investment advisor. However, Berger Associates, Inc. ("Berger Associates"),
which owns 100% of the Advisor has been in the investment advisory business for
over 20 years. Berger Associates serves as investment advisor or sub-advisor to
mutual funds, pension and profit-sharing plans, and institutional and private
investors, and has 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 traded, diversified
financial services group with business operations worldwide. Bank of Ireland
provides investment management services through a network of related companies,
including BIAM which serves primarily institutional clients in the United States
and Canada. Bank of Ireland and its affiliates managed assets for clients
worldwide in excess of $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 manages the investments in the
Portfolio and determines what securities and other investments will be
purchased, retained, sold or loaned, consistent with the investment objective
and policies established by the trustees 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 for the Portfolio.
Most of the investment professionals at BIAM have been with BIAM at least 10
years.
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
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<PAGE>
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.
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 0.90% of the average daily net assets of the Portfolio. Until at
least April 30, 1998, 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 1.00%
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 0.45% 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.
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<PAGE>
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 continuing to provide the Fund with administrative
services, 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.
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; interest and taxes imposed on the Portfolio; transfer agent, recordkeeping
and pricing 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.
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Until at least April 30, 1998, 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 1.00% 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 meetings of the shareholders of the
Trust. Expenses of the Fund also include, among others, 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 is responsible
for administering and managing all aspects of the Fund's day-to-day operations,
subject to the oversight of the trustees of the Trust. The Advisor is
responsible, at its expense, for furnishing (or procuring other parties to
furnish) all administrative services reasonably necessary for the operation of
the Fund, including recordkeeping and pricing services, custodian services,
transfer agency and dividend disbursing services, tax and audit services,
insurance, legal services, printing and mailing to shareholders of prospectuses
and other required communications, 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, registering sufficient Fund shares
under federal and state securities laws, and arranging for and 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. Under the Administrative Services Agreement, the
Fund pays the Advisor a fee at an annual rate equal to the lesser of (i) 0.35%
of its average daily net assets, or (ii) the Advisor's annual cost to provide or
procure these services (including the fees of any services providers whose
services are procured by the Advisor), plus an additional 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. In addition, in the event that the Advisor's duties under
the Administrative Services Agreement are delegated to another party, the
Advisor may take into account, in calculating the cost of such services, only
the costs incurred by such other party in discharging the delegated duties.
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Arrangements may be entered into by the Advisor or its affiliates with
certain organizations (broker-dealers, recordkeepers and administrators) to
provide sub-transfer agency, recordkeeping, shareholder communications,
sub-accounting 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 its affiliates may pay fees to these
organizations for their services. For purposes of determining the Advisor's
cost of providing or procuring transfer agency, dividend disbursing or other
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 instead direct
registered record holders of shares in the Fund.
Under a Sub-Administration Agreement between the Advisor and Berger
Associates, Berger Associates has been delegated the responsibility to perform
certain 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. Under
the Sub-Administration Agreement, Berger Associates is paid a fee by the Advisor
of 0.25% of the Fund's average daily net assets for its services. 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. The fees of Berger Associates, IFTC
and DST 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
Under the Investment Advisory Agreement between the Advisor and the
Portfolio, in addition to providing advisory services, the Advisor is
responsible for providing or arranging for all managerial and administrative
services necessary for the operations of the Portfolio. The Advisor is
responsible for providing certain of these services at its own expense, such as
compliance monitoring and preparing investor communications, which have been
delegated to Berger Associates as part of the Sub-Administration Agreement
discussed above. Other services are procured from third party service providers
at the Portfolio's own expense, such as custody, recordkeeping and pricing
services. 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
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engaged State Street Bank and Trust Company ("State Street") as sub-custodian
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, and reimburses IFTC 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 First
Fund Distributors, Inc. (the "Distributor"), 4455 East Camelback Road, Suite
261-E, Phoenix, AZ 85018. The Distributor is compensated and reimbursed for its
costs in distributing Fund shares by Berger Associates.
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.
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 Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141
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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.
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.
All purchase orders are effected at the relevant net asset value per
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. See "Redemptions of
Fund Shares - Redemptions by Telephone" for the Fund's policies and procedures
on effecting transactions by telephone.
Payment for shares purchased may be made as follows:
BY WIRE OR ELECTRONIC FUNDS TRANSFER. Payment for shares purchased
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 of 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 Funds". Checks not made payable to
the Berger 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.
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<PAGE>
Fund shares may also be purchased through certain organizations
connected with pension and retirement plans. These organizations may charge
investors a transaction or other 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 these
organizations although not accompanied by payment for the shares being
purchased. Payment must be received by the Fund 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
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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 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.
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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 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.
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 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-[_______]. 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, certain requests must be in writing
and 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,
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the shareholder placing the order may be required 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. 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.
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. 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
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<PAGE>
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 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 generally will 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 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. 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
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difficult. See "Redemption of 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.
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 "Redemption of 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 419958, 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 5005, 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 419958, 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.
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<PAGE>
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-[_________] 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.
Under the Internal Revenue Code, gains recognized by the Portfolio
upon a disposition of assets contributed in-kind to it by the Fund will be
specially allocated to the Fund and not to other investors in the Portfolio to
the extent of the unrealized appreciation in those assets at the time of their
transfer. As a result, shareholders of the Fund may receive distributions of a
greater amount of gains than if the Portfolio had purchased those assets in the
open market upon commencement of Fund operations or in a transaction that did
not involve contributions of assets in-kind.
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
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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.
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.
Since the Trust and the Fund were only recently organized, they have no prior
operating history, although the Fund calculates its performance taking into
account the prior performance of a trust fund whose assets were transferred into
the Portfolio as described under "Performance" below. As of the date of this
Prospectus, all of the outstanding shares of the Fund were held by Berger
Associates, which provided the seed capital necessary to establish 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 three 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
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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.
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.
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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 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 Portfolio commenced operations upon the transfer to the
Portfolio of assets held in a pooled trust (the "Pool") maintained by
Citizens Bank New Hampshire, for which BIAM has provided day-to-day portfolio
management as sub-advisor since the inception of the Pool. BIAM's bank
holding company parent indirectly owns a 23.5% interest in the parent of
Citizens Bank New Hampshire. The Pool had substantially the same investment
objective, policies and limitations of the Fund and the Portfolio. Assets
from the Pool were transferred 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) were the same as the
investment holdings in the portfolio of
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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 JUNE 30, 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
BERGER/BIAM EAFE INDEX(2)
INTERNATIONAL
INSTITUTIONAL FUND(1)
- --------------------------------------------------------------------------------
1-YEAR 18.38% 13.62%
- --------------------------------------------------------------------------------
3-YEAR 14.02% 10.76%
- --------------------------------------------------------------------------------
5-YEAR 15.29% 10.33%
- --------------------------------------------------------------------------------
SINCE INCEPTION(3) 13.64% 4.26%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(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 20 developed market countries in Europe, Australasia
and the Far East.
(3) Covers the period since July 31, 1989.
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.
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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-[__________].
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