BERGER BIAM WORLDWIDE FUNDS TRUST, 485APOS, 1996-10-15

BERGER BIAM WORLDWIDE FUNDS TRUST
485APOS, 1996-10-15

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 1996

1933 Act File No. 333-05677
1940 Act File No. 811-07669

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 1 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 3 /X/

(Check appropriate box or boxes)

BERGER/BIAM WORLDWIDE FUNDS TRUST
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

210 UNIVERSITY BOULEVARD, SUITE 900, DENVER, COLORADO 80206
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

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

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this registration statement.

The series of the Berger/BIAM Worldwide Funds Trust covered by this registration
statement are "feeder funds" in a "master/feeder" fund arrangement. This
registration statement includes a signature page for the master trust,
Berger/BIAM Worldwide Portfolios Trust.

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

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

If appropriate, check the following box:

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

Registrant has registered an indefinite number of shares of beneficial
interest under the Securities Act of 1933 pursuant to Rule 24f-2(a) and
intends to file its Rule 24f-2 Notice on or about September 29, 1997, for the
fiscal year ended July 31, 1997.

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BERGER/BIAM WORLDWIDE FUNDS TRUST
SHARES OF BENEFICIAL INTEREST
($.01 Par Value)

Cross-Reference Sheet Pursuant to Rule 481

I. Berger/BIAM International Fund

ITEM NO. AND CAPTION IN FORM N-1A NUMBER OF SECTION
- ------------------------------------------------------------------------

A. PROSPECTUS

1. Cover Page Cover Page
2. Synopsis Section 1
3. Condensed Financial Information Not Applicable
4. General Description of Registrant Sections 2, 3, 4 and 15
5. Management of the Fund Sections 5, 6 and 7
5A. Management's Discussion of Fund Performance Will be in Annual Report
6. Capital Stock and Other Securities Sections 14, 15 and 16
7. Purchase of Securities Being Offered Sections 7, 8, 9, 10, 12
and 13
8. Redemption or Repurchase Section 11
9. Pending Legal Proceedings Not Applicable

B. STATEMENT OF ADDITIONAL INFORMATION

10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Section 14
13. Investment Objectives and Policies Sections 1 and 2
14. Management of the Fund Section 3
15. Control Persons and Principal Holders
of Securities Sections 3 and 14
16. Investment Advisory and Other Services Sections 3, 4, 5 and 14
17. Brokerage Allocation and Other Practices Sections 1, 5 and 6
18. Capital Stock and Other Securities Section 14
19. Purchase, Redemption and Pricing of
Securities Being Offered Sections 7, 8, 10, 11 and
12
20. Tax Status Section 9
21. Underwriters Section 7
22. Calculations of Performance Data Section 13
23. Financial Statements Financial Statements

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BERGER/BIAM WORLDWIDE FUNDS TRUST
SHARES OF BENEFICIAL INTEREST
($.01 Par Value)

Cross-Reference Sheet Pursuant to Rule 481

II. Berger/BIAM International Institutional Fund

ITEM NO. AND CAPTION IN FORM N-1A NUMBER OF SECTION
- ------------------------------------------------------------------------

A. PROSPECTUS

B. STATEMENT OF ADDITIONAL INFORMATION

10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Section 14
13. Investment Objectives and Policies Sections 1 and 2
14. Management of the Fund Section 3
15. Control Persons and Principal Holders
of Securities Sections 3 and 14
16. Investment Advisory and Other Services Sections 3, 4, 5 and 14
17. Brokerage Allocation and Other Practices Sections 1, 5 and 6
18. Capital Stock and Other Securities Section 14
19. Purchase, Redemption and Pricing
of Securities Being Offered Sections 7, 8, 10, 11 and
12
20. Tax Status Section 9
21. Underwriters Section 7
22. Calculations of Performance Data Section 13
23. Financial Statements Financial Statements

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BERGER/BIAM WORLDWIDE FUNDS TRUST
SHARES OF BENEFICIAL INTEREST
($.01 Par Value)

Cross-Reference Sheet Pursuant to Rule 481

III. Berger/BIAM International CORE Fund

ITEM NO. AND CAPTION IN FORM N-1A NUMBER OF SECTION
- ------------------------------------------------------------------------

A. PROSPECTUS

B. STATEMENT OF ADDITIONAL INFORMATION

10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Section 14
13. Investment Objectives and Policies Sections 1 and 2
14. Management of the Fund Section 3
15. Control Persons and Principal Holders
of Securities Sections 3 and 14
16. Investment Advisory and Other Services Sections 3, 4, 5 and 14
17. Brokerage Allocation and Other Practices Sections 1, 5 and 6
18. Capital Stock and Other Securities Section 14
19. Purchase, Redemption and Pricing
of Securities Being Offered Sections 7, 8, 10, 11 and
12
20. Tax Status Section 9
21. Underwriters Section 7
22. Calculations of Performance Data Section 13
23. Financial Statements Financial Statements

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EXPLANATORY NOTE

This Registration Statement of Berger/BIAM Worldwide Funds Trust contains
the following:

Three Prospectuses

One for the Berger/BIAM International Fund

One for the Berger/BIAM International Institutional Fund

One for the Berger/BIAM International CORE Fund

Three Statements of Additional Information

One for the Berger/BIAM International Fund

One for the Berger/BIAM International Institutional Fund

One for the Berger/BIAM International CORE Fund

One Part C

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PROSPECTUS

BERGER/BIAM INTERNATIONAL FUND

The Berger/BIAM International Fund (the "Fund") is a "no-load" mutual fund,
more technically referred to as an open-end management investment company,
organized as a diversified series of the Berger/BIAM Worldwide Funds Trust
(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".

This Prospectus sets forth concisely the information about the Fund that a
prospective investor should consider before investing. Investors are advised to
retain this Prospectus for future reference. Additional information about the
Fund has been filed with the Securities and Exchange Commission. A copy of the
Statement of Additional Information, which is incorporated in its entirety by
reference, is available upon request without charge by writing to the Fund at
P.O. Box 5005, Denver, CO 80217, or by calling 1-800-333-1001.

INVESTMENTS IN THE FUND ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED
OR ENDORSED BY, ANY BANK (INCLUDING BANK OF IRELAND). SHARES OF THE FUND ARE NOT
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD, OR ANY OTHER GOVERNMENTAL AGENCY. AN INVESTMENT IN THE FUND IS
SUBJECT TO INVESTMENT RISK, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT
INVESTED.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY

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STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Dated October 15, 1996

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Table of Contents

Section Page
----

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. Policies of the Fund to Promote Sales of Fund Shares..................... 18

9. How to Purchase Shares in the Fund....................................... 19

10. How the Net Asset Value Is Determined................................... 21

11. Open Account System and Share Certificates.............................. 22

12. How To Redeem or Sell Fund Shares....................................... 22

13. Exchange Privilege and Systematic Withdrawal Plan....................... 25

14. Tax-Sheltered Retirement Plans.......................................... 26

15. Income Dividends, Capital Gains Distributions and Tax Treatment......... 27

16. Additional Information.................................................. 29

17. Performance............................................................. 30

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1. FEE TABLES

SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases 0%
Maximum Sales Load Imposed on Reinvested Dividends 0%
Deferred Sales Load 0%
Redemption Fees 0%*
Exchange Fee 0%

* There will be a $10 wire service charge if redemption proceeds are
requested by wire.

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

TOTAL
FUND
INVESTMENT OPERATING
ADVISORY EXPENSES*
FEE OTHER (AFTER
(AFTER WAIVER) 12B-1 FEE EXPENSES** WAIVER)
- --------------------------------------------------------------------------------
Berger/BIAM
International Fund 0.85%*** 0.25% 0.68% 1.78%***

* 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 and
registration fees paid by the Fund and custodian fees paid by the Portfolio
and are based on estimated expenses for the first year of operations of the
Fund and the Portfolio.

*** Although the Fund does not pay an investment advisory fee directly to an
investment advisor, it bears indirectly its pro rata portion of the advisory
fee paid to the Advisor by the Portfolio in which the assets of the Fund
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 1.83%.

EXAMPLES

You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return, and (2) redemption at the end of each time period:

1 YEAR 3 YEARS

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Berger/BIAM International Fund $18* $56*

* 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.

As a result of the 12b-1 fee paid by the Fund, over time long-term
shareholders in the Fund may pay more than the economic equivalent of the
maximum front end sales charge permitted for mutual funds by the National
Association of Securities Dealers, Inc. While the investment advisory fee for
the Portfolio is higher than that paid by most other mutual funds, it is
comparable to the investment advisory fee paid by many other international
equity funds.

Total 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.

The purpose of the preceding tables is to assist the investor in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. The Fund's expenses are described in greater
detail under "Management and Investment Advice", "Expenses of the Fund", and
"Policies of the Fund to Promote Sales of Fund Shares".

2. INTRODUCTION

The Berger/BIAM International Fund is an open-end, diversified
management investment company commonly referred to as a "mutual fund". The Fund
is a "no-load" fund, meaning that a buyer pays no commissions or sales load when
buying shares of the Fund, although the Fund pays certain costs of distributing
its shares. See "Policies of the Fund to Promote Sales of Fund Shares". This
Prospectus describes the securities offered by the Fund.

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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:

Shareholders

BUY SHARES IN [down arrow]

Fund

INVESTS IN [down arrow]

Portfolio

INVESTS IN [down arrow]

Stocks and
Other Securities

The trustees of the Trust believe that this structure may benefit
shareholders, since investment in the Portfolio by investors in addition to the
Fund may enable the Portfolio to achieve economies of scale which could reduce
expenses. For more information about this structure, see "Additional
Information About Master/Feeder Structure".

3. INVESTMENT OBJECTIVE AND POLICIES AND RISK FACTORS

The investment objective of the Fund is long-term capital appreciation. The
Fund seeks to achieve this objective by investing all of its investable assets
in the Portfolio which, in turn, invests primarily in common stocks of well
established companies located outside the United States. A company will be
considered to be located outside the United States if 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.

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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.

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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.

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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

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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 1-800-333-1001.
Shareholders willing to maintain an account balance of not less than $100,000
may want to consider the Berger/BIAM International Institutional Fund or, if
willing to maintain an account balance of not less than $1,000,000, they may
want to consider the Berger/BIAM International CORE Fund, which are both
other feeder funds that, like the Fund, invest all of their investable assets
in the Portfolio.

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 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.

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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.

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.

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.

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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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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 registering the Trust with
securities authorities; expenses of meetings of the shareholders of the Trust;
and legal fees. Expenses of the Fund also include, among others, registration
and filing fees incurred in registering shares of the Fund with securities
authorities; 12b-1 fees; taxes imposed on the Fund; the fee payable to the
Advisor under the Administrative Services Agreement; and such other non-
recurring and extraordinary items as may arise from time to time.

SERVICE ARRANGEMENTS FOR THE FUND

Under the Administrative Services Agreement with the Fund, the Advisor
serves as the administrator of the Fund. In this capacity, it 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, 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, coordinating registration of 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) 0.45%
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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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 of the administrative and recordkeeping services required under the
Administrative Services Agreement and to procure, at the Advisor's expense,
third parties to provide the services not provided by Berger Associates. 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
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.

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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. See "Policies of the
Fund to Promote Sales of Fund Shares" below.

8. POLICIES OF THE FUND TO PROMOTE SALES OF FUND SHARES

The Fund has adopted a Rule 12b-1 plan (the "Plan") pursuant to
Rule 12b-1 under the Investment Company Act of 1940, which permits the Fund to
pay certain costs for the distribution of its own shares. The Plan provides for
the payment to Berger Associates of a 12b-1 fee of 0.25% per annum of the Fund's
average daily net assets to finance activities primarily intended to result in
the sale of Fund shares. The expenses paid by Berger Associates under the Plan
may include, but are not limited to, payments made to, and costs incurred by,
the Fund's Distributor in connection with the distribution of the Fund's shares;
payments made to and expenses of persons (including employees of Berger
Associates) who are engaged in, or provide support services in connection with,
the distribution of Fund shares, such as answering routine telephone inquiries
and processing shareholder requests for information; compensation (including
incentive compensation and/or continuing compensation based on the amount of
customer assets maintained in the Fund) paid to securities dealers, financial
institutions and other organizations which render distribution and
administrative services in connection with the distribution of the Fund's
shares, including services to shareholders of the Fund and prospective
investors; costs related to the formulation and implementation of marketing and
promotional activities, including direct mail promotions and television, radio,
newspaper, magazine and other mass media advertising; costs of printing and
distributing prospectuses and reports to prospective shareholders of the Fund;
costs involved in preparing, printing and distributing sales literature for the
Fund; costs involved in obtaining whatever information, analyses and reports
with respect to marketing and

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promotional activities on behalf of the Fund that Berger Associates or the
Distributor deems advisable; and such other costs as may from time to time be
agreed upon by the Fund. Such payments are to be made by the Fund to Berger
Associates with respect to each fiscal year of the Fund without regard to the
actual distribution expenses incurred by Berger Associates in such year; that
is, if the distribution expenditures incurred by Berger Associates are less than
the total of such payments in such year, the difference is not to be reimbursed
to the Fund by Berger Associates, and if the distribution expenditures incurred
by Berger Associates are more than the total of such payments, the excess is not
to be reimbursed to Berger Associates by the Fund. From time to time Berger
Associates or the Distributor may engage in activities which jointly promote the
sale of the shares of all or other Berger Funds or Berger/BIAM Funds, which
costs are not readily identifiable as related to any one fund. In such cases,
the cost of the activity will be allocated among the funds involved on the basis
of their respective net assets, unless otherwise directed by the trustees.

The current 12b-1 Plan will continue in effect until April 1997, and
from year to year thereafter if approved at least annually by the trustees and
the Independent Trustees of the Trust who have no direct or indirect financial
interest in the operation of the Plan or any related agreements by votes cast in
person at a meeting called for such purpose. The Plan may not be amended to
increase materially the amount to be spent on distribution of shares of the Fund
without shareholder approval.

The trustees of Worldwide Portfolios have authorized the Sub-Advisor
to consider sales of shares of the Fund by a broker-dealer or the
recommendations of a broker-dealer to its customers that they purchase Fund
shares as a factor in the selection of broker-dealers to execute securities
transactions for the Portfolio. In placing portfolio business with such broker-
dealers, the Sub-Advisor will seek the best execution of each transaction.

9. HOW TO PURCHASE SHARES IN THE FUND

(i) Minimum Initial Investment -- $2,000.00. To purchase shares in
the Fund, simply complete the application form enclosed with this Prospectus.
Then mail it with a check payable to "Berger Funds" to the Fund in care of DST
Systems, Inc., the Fund's sub-transfer agent, as follows:

Berger Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141

A confirmation indicating the details of the transaction will be sent to you
promptly. Unless you specify full shares only, the purchase will be made in
full and fractional shares calculated to three decimal places.

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<PAGE>

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.

(ii) MINIMUM SUBSEQUENT INVESTMENTS -- $50.00. Shareholders may, at
any time, purchase additional shares subject to a minimum investment of $50.00.
A check made payable to "Berger Funds" in the amount to be invested, should be
sent to the Fund, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO
64141. Please be sure to give your name and account number. You will receive a
confirmation of every transaction.

(iii) AUTOMATIC INVESTMENT PLAN. By completing the Automatic
Investment Plan section of the application, you may authorize the Fund to debit
your bank account for the periodic purchase of Fund shares on or about the
5th or 20th day of each month. Automatic investments are subject to the minimum
initial investment of $2,000, a minimum investment of $50.00 per month and are
unrestricted as to the permitted maximum. You will receive confirmation of
automatic investments after the end of each calendar quarter.

(iv) TELEPHONE AND ON-LINE INVESTMENTS. The Fund will, at its
discretion, accept purchase orders from existing shareholders by telephone or,
via their personal computer, through on-line service providers or other on-line
access points approved by the Fund, although not accompanied by payment for the
shares being purchased. To receive the net asset value for a specific day, a
telephone or on-line purchase request must be received before the close of the
New York Stock Exchange on that day. Payment for shares ordered in this way
must be received by the Fund's transfer agent within three business days after
acceptance of the order. In order to make sure that payment is received on
time, shareholders are encouraged to remit payment by wire or electronic funds
transfer, or by overnight delivery. If payment is not received on time, the
Fund may cancel the order and redeem shares held in the shareholder's account to
compensate the Fund for any decline in the value of the purchased shares.
Telephone and on-line purchase orders may not exceed four times the value of an
account on the date the order is placed (shares previously purchased by
telephone or on-line are included in computing such value only if payment has
been received). See "How to Redeem or Sell Fund Shares - Telephone and On-line
Redemptions" for procedures for telephone transactions.

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<PAGE>

(v) PAYMENT AND TERMS OF OFFERING. Payment for shares purchased
should be made by check or money order drawn on a United States bank and made
payable to the Berger Funds. Checks not made payable to the Berger Funds, the
account registrant, transfer agent or retirement account custodian will not be
accepted. Alternatively, payment for shares purchased may be made by wire or
electronic funds transfer from the investor's bank to DST Systems, Inc., after
ordering shares by telephone or on-line. Please call 1-800-551-5849 for current
wire or electronic funds transfer instructions. The Fund will not accept
purchases by cash or credit card or checks drawn on foreign banks unless
provision is made for payment through a U.S. bank in U.S. dollars.

The Fund reserves the right in its sole discretion to withdraw all or
any part of the offering made by this Prospectus or to reject purchase orders,
when in the judgment of management, such withdrawal or rejection is in the best
interest of the Fund. The Fund also reserves the right at any time to waive the
minimum investment requirements applicable to initial or subsequent investments
or to increase the minimums following notice. No application to purchase shares
is binding on the Fund until accepted in writing.

10. HOW THE NET ASSET VALUE IS DETERMINED

The price of the Fund's shares is based on the net asset value of the
Fund, which is determined at the close of the regular trading session of the New
York Stock Exchange (the "Exchange") (normally 4:00 p.m., New York time) each
day that the Exchange is open. The per share net asset value of the Fund is
determined by dividing the total value of its assets, less liabilities, by the
total number of shares outstanding. Since the Fund will invest all of its
investable assets in the Portfolio, the value of the Fund's investable assets
will be equal to the value of its beneficial interest in the Portfolio.

The Portfolio's securities and other assets are valued as follows:
securities are valued at market value or, if market quotations are not readily
available, at their fair value determined in good faith pursuant to consistently
applied procedures established by the trustees. Money market instruments
maturing within 60 days are valued at amortized cost, which approximates market
value. All assets and liabilities initially expressed in terms of non-U.S.
dollar currencies are translated into U.S. dollars at the prevailing market
rates as quoted by one or more banks or dealers shortly before the close of the
Exchange. See the Statement of Additional Information for more detailed
information.

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

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<PAGE>

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.

11. OPEN ACCOUNT SYSTEM AND SHARE CERTIFICATES

Unless otherwise directed, all investor accounts are maintained on a
book-entry basis. Share certificates will not be issued unless requested by the
shareholder. Shares purchased by dividend reinvestment or under an Automatic
Investment Plan, and shares redeemed under a Systematic Withdrawal Plan, will be
confirmed after the end of each calendar quarter. Following any other
investment or redemption, the investor will receive a printed confirmation
indicating the dollar amount of the transaction, the per share price of the
transaction and the number of shares purchased or redeemed.

12. HOW TO REDEEM OR SELL FUND SHARES

(i) SHARE REDEMPTIONS BY MAIL. The Fund will buy back (redeem), at
current net asset value, all shares of the Fund offered for redemption. The
redemption price of shares tendered for redemption will be the net asset value
next determined after receipt of all required documents by the Fund's transfer
agent, sub-transfer agent or other authorized agent of the Fund. To receive the
net asset value for a specific day, a redemption request must be received before
the close of the Exchange on that day. Shareholders who purchased their shares
directly from the Fund may redeem all or part of their shares in the Fund by
sending a written request to the Fund, c/o DST Systems, Inc., P.O. Box 419958,
Kansas City, MO 64141. The written request for redemption must be signed by
each registered owner exactly as the shares are registered and must clearly
identify the account and the number of shares or the dollar amount to be
redeemed. If a share certificate has been issued, the certificate, properly
endorsed by the registered owner, must be submitted with the written redemption
request.

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<PAGE>

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.

Additional documents are required for redemptions by corporations,
executors, administrators, trustees and guardians. If there is doubt as to what
additional documents are required, please write the Fund, c/o DST Systems, Inc.,
P.O. Box 419958, Kansas City, MO 64141, or call DST at 1-800-551-5849.

(ii) TELEPHONE AND ON-LINE REDEMPTIONS. All shareholders have
Telephone and On-line 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. Shareholders may redeem shares by
telephone or, via their personal computer, through on-line service providers
or other on-line access points approved by the Fund. The telephone and
on-line redemption option is not available for shares held in retirement
accounts sponsored by the Fund. Telephone redemption requests may be made by
calling DST Systems, Inc., at 1-800-551-5849. To receive the net asset value
for a specific day, a redemption request must be received before the close of
the Exchange on that day. As discussed above, 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 or on-line,
if the redemption: exceeds $100,000; is being made payable other than
exactly as registered; is being mailed to an address which has been changed
within 30 days of the redemption request; is being mailed to an address other
than the one on record; or the shares are represented by share certificates
issued to the shareholder.

All telephone and on-line transactions are recorded and written
confirmations indicating the details of all telephone and on-line
transactions will promptly be sent to the shareholder of record. Prior to
accepting a telephone or on-line order, the shareholder placing the order may
be required to provide certain identifying information. A shareholder
electing to communicate instructions by telephone or on-line 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 or on-line 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 or on-line instructions in the event these procedures
are not followed.

In times of extreme economic or market conditions, redeeming shares by
telephone or on-line may be difficult. The Fund may terminate or modify the
procedures concerning the telephone or on-line redemption and wire transfer
services at any time,

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<PAGE>

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 these redemption requirements.

(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 or on-line 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. Wire and electronic funds transfers are subject to a
$1,000 minimum and a $100,000 maximum limitation. Redemption proceeds paid by
wire transfer will be transmitted to the shareholder's predesignated bank
account on the next business day after receipt of the shareholder's redemption
request. There is a $10 fee for each wire payment for shares redeemed by the
Fund. Redemption proceeds paid by electronic funds transfer will be
electronically transmitted to the shareholder's predesignated bank account on
the second business day after receipt of the shareholder's redemption request.
There is no fee for electronic funds transfer of proceeds from the redemption of
Fund shares.

A shareholder may also request that payment for redeemed shares of a
Cash Account Trust portfolio be made by wire or electronic funds transfer and
should review the Cash Account Trust portfolio prospectus for procedures and
charges applicable to redemptions by wire and electronic funds transfers. See
below under "Exchange Privilege and Systematic Withdrawal Plan" for more
information concerning the Cash Account Trust portfolios.

Shareholders may encounter delays in redeeming shares purchased by
check (other than cashier's or certified checks), electronic funds transfer or
through the Automatic Investment Program if the redemption request is made
within 15 days after the date of purchase. In those situations, the redemption
check will be mailed within 15 days after the transfer agent's receipt of the
purchase instrument, provided that it has not been dishonored or cancelled
during that time. The foregoing policy is to ensure that all payments for the
shares being redeemed have been honored. In addition to the foregoing
restrictions, no redemption payment can be made for shares which have been
purchased by telephone or on-line 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.

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<PAGE>

(iv) REDEMPTIONS BY THE FUND. As a means of reducing its expenses,
the Fund is authorized to redeem involuntarily all shares held in accounts with
a value of less than $2,000. Such redemptions will be permitted only when the
account is reduced below the minimum value by redemption, and not by declines in
per share net asset value. As a result, accounts established with the
applicable minimum investment might be subject to redemption after only a small
redemption has been made by the shareholder. At least 60 days' written notice
will be given to a shareholder before such an account is redeemed. During that
time, the shareholder may add sufficient funds to the account to meet or exceed
the minimum. If this condition is not met, the shares will be redeemed at the
per share net asset value next determined after the 60th day following the
notice. A check for the proceeds will be sent to the shareholder unless a share
certificate has been issued, in which case payment will be made upon surrender
of the certificate.

13. EXCHANGE PRIVILEGE AND SYSTEMATIC WITHDRAWAL PLAN

(i) EXCHANGES. By telephoning the Fund at 1-800-551-5849, writing
to the Fund, in care of DST at P.O. Box 419958, Kansas City, MO 64141, or,
via their personal computer through on-line service providers or other
on-line access points approved by the Fund, any shareholder may exchange,
without charge, any or all of the shareholder's shares in the Fund, subject
to stated minimums, for shares of any of the publicly available Berger Funds
or Berger/BIAM Funds or for shares of the Money Market Portfolio, the
Government Securities Portfolio or the Tax-Exempt Portfolio of the Cash
Account Trust (the "CAT Portfolios"), separately managed, unaffiliated money
market funds. Exchanges may be made only if the Berger Fund, Berger/BIAM
Fund or CAT Portfolio with which you wish to exchange your shares is
registered in your state of residence. The exchange privilege with the CAT
Portfolios does not constitute an offering or recommendation of the shares of
any such CAT Portfolio by the Fund, its Advisor or Sub-Advisor or Berger
Associates. Berger Associates is compensated for administrative services it
performs with respect to the CAT Portfolios.

It is your responsibility to obtain and read a prospectus of the
Berger Fund, Berger/BIAM Fund or CAT Portfolio into which you are exchanging.
By giving exchange instructions, a shareholder will be deemed to have
acknowledged receipt of the prospectus for the Berger Fund, Berger/BIAM Fund or
CAT Portfolio being purchased. You may make up to four exchanges out of the
Fund during the calendar year. This limit helps keep the Fund's net asset base
stable and reduces the Fund's administrative expenses. There currently is no
limit on exchanges out of the three CAT Portfolios. In times of extreme
economic or market conditions, exchanging Fund or CAT Portfolio shares by
telephone or on-line may be difficult. See "How to Redeem or Sell Fund Shares -
Telephone and On-line Redemptions" for procedures for telephone and on-line
transactions.

Redemptions of shares in connection with exchanges into or out of the
Fund are made at the net asset value per share next determined after the
exchange request is received. To receive a specific day's price, your letter,
call or on-line order must be received before that day's close of the Exchange.
A day or more delay may be experienced prior to the investment of the redemption
proceeds into a CAT Portfolio. Each exchange

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<PAGE>

represents the sale of shares from one fund and the purchase of shares in
another, which may produce a gain or loss for U.S. Federal income tax purposes.

All exchanges out of the Fund are subject to the minimum and
subsequent investment requirements of the fund or CAT Portfolio into which
shares are being exchanged. Exchanges will be accepted only if the
registration of the two accounts is identical. Neither the Fund, the Berger
Funds, the Berger/BIAM Funds or the CAT Portfolios, nor their transfer agents
or advisors, assume responsibility for the authenticity of exchange
instructions communicated in writing, by telephone or on-line which are
believed to be genuine. See "How to Redeem or Sell Fund Shares - Telephone
and On-line Redemptions" for procedures for telephone and on-line
transactions. All shareholders have Telephone and On-line 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.

(ii) SYSTEMATIC WITHDRAWAL PLAN. A shareholder who owns shares of the
Fund worth at least $5,000 at the current net asset value may establish a
Systematic Withdrawal account from which a fixed sum, minimum of $50, will be
paid to the shareholder monthly, quarterly, semiannually or annually. You will
receive confirmation of systematic withdrawals after the end of each calendar
quarter.

For more information regarding the Systematic Withdrawal Plan and
forms to open such accounts, please write to the Fund, c/o DST Systems, Inc.,
P.O. Box 419958, Kansas City, MO 64141, or call 1-800-551-5849.

14. TAX-SHELTERED RETIREMENT PLANS

The Fund offers several tax-qualified retirement plans for adoption by
individuals and employers. Participants in these plans can accumulate shares of
the Fund on a tax-deferred basis.

The Fund offers both a profit-sharing plan and a money purchase
pension plan for employers and self-employed persons. Contributions to these
plans are tax-deductible and earnings are tax-exempt until distributed. Under
the profit-sharing plan, the employer or self-employed person can adjust their
contributions from year to year. Under the money purchase pension plan, the
employer or self-employed person must commit to a contribution each year. When
these plans are adopted by self-employed persons, they are commonly referred to
as Keogh or HR 10 plans.

The Fund also offers an Individual Retirement Account ("IRA").
Individuals who have compensation, but who are either not covered by existing
qualified retirement plans and do not have spouses covered by such plans, or do
not have incomes which exceed certain amounts, may contribute tax-deductible
dollars to an IRA. Individuals who are covered by existing retirement plans or
have spouses covered by such plans, and whose incomes exceed the applicable
amounts, are not permitted to deduct their IRA contributions for U.S. Federal

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income tax purposes. However, whether an individual's contributions are
deductible or not, the earnings on his or her IRA are not taxed until the
account is distributed.

The Fund also offers a 403(b) Custodial Account. Employees of certain
tax-exempt organizations and public schools may contribute tax-deductible
dollars to these accounts, on which earnings are tax-exempt until distributed.

In order to receive the necessary materials to create a profit-sharing
or money purchase pension plan account, an IRA account or a 403(b) Custodial
Account, please write to the Fund, c/o BBOI Worldwide, P.O. Box 5005, Denver, CO
80217, or call 1-800-333-1001. Trustees for existing 401(k) or other plans
interested in utilizing Fund shares as an investment or investment alternative
in their plans should contact the Fund at 1-800-333-1001.

15. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT

The Fund intends to declare dividends representing the Fund's net
investment income annually, normally in December. It is also the present policy
of the Fund to distribute annually all of its net realized capital gains.
Dividends declared and payable to shareholders of record on a specified date in
December will be deemed to have been received by shareholders on December 31 for
tax purposes if paid during January the following year.

The Fund is treated as a separate entity for tax purposes and intends
to elect and maintain qualification to be treated as a regulated investment
company under Subchapter M of the Internal Revenue Code of 1986, as amended.
The Fund's qualification as a regulated investment company will depend on the
Portfolio maintaining its status as a partnership for tax purposes. If the Fund
qualifies under Subchapter M and meets certain minimum distribution
requirements, the Fund generally will not be liable for U.S. Federal income tax
on the amount of its earnings that are timely distributed. If the Fund
distributes annually less than 98% of its income and gain, it may be subject to
a nondeductible excise tax equal to 4% of the shortfall.

All dividends and capital gains distributions paid by the Fund will be
automatically reinvested in shares of the Fund at the net asset value on the ex-
dividend date unless an investor specifically requests that either dividends or
distributions, or both, be paid in cash. The election to receive dividends or
distributions in cash or to reinvest them in Fund shares may be changed by
calling the Fund at 1-800-551-5849 or by written request to the Fund, c/o DST
Systems, Inc., P.O. Box 419958, Kansas City, MO 64141, and must be received at
least ten days prior to the record date of any dividend or capital gains
distribution.

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capital gains (net of capital losses), whether received in cash or reinvested,
will be taxable as long-term capital gains without regard to the length of time
a shareholder has owned shares in the Fund. Any loss on the redemption or other
sale or exchange of the Fund's shares held for six months or less will be
treated as a long-term capital loss to the extent of any long-term capital gain
distribution received on the shares. If a shareholder is exempt from U.S.
Federal income tax, the shareholder will not generally be taxed on amounts
distributed by the Fund.

Investment income received by the Fund, directly or through the
Portfolio, from sources within foreign countries may be subject to foreign
withholding and other taxes withheld at the source. The U.S. has entered into
tax treaties with many foreign countries that, in some circumstances, may
entitle the Fund or Portfolio to a reduced rate of tax or exemption from tax on
such income. It is impossible to determine the effective rate of foreign tax in
advance since the amount of the Portfolio's assets to be invested within various
countries will fluctuate and the extent to which tax refunds will be recovered
is uncertain. If, directly or through the Portfolio, more than 50% in value of
the Fund's total assets at the close of its taxable year consists of securities
of foreign corporations, the Fund may elect to "pass-through" to its
shareholders the income taxes paid by the Fund to foreign governments during a
year. Under this election, each shareholder will be required to include the
shareholder's pro rata portion of these foreign taxes in gross income, but will
be able to deduct (as an itemized deduction for shareholders who itemize) or
claim a foreign tax credit for such amount (subject to various limitations). If
the election is not made, foreign taxes will be treated as an expense of the
Fund.

At certain levels of taxable income, the Internal Revenue Code
provides a preferential tax rate for long-term capital gains. Long-term capital
gains of taxpayers other than corporations are taxed at a 28% maximum rate,
whereas ordinary income is taxed at a 39.6% maximum rate. Capital losses
continue to be deductible only against capital gains plus (in the case of
taxpayers other than corporations) $3,000 of ordinary income annually ($1,500
for married individuals filing separately).

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.

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<PAGE>

16. ADDITIONAL INFORMATION

The Trust is a Delaware business trust organized on May 31, 1996. The
Fund was established on May 31, 1996, as a series or fund under the Trust.
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 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 non-assessable when issued. Each share has a par value of $.01. All
shares issued by the Fund participate equally in dividends and other
distributions by the Fund, and in the residual assets of the Fund in the event
of its liquidation.

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

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<PAGE>

The Glass-Steagall Act prohibits a depository institution (such as a
bank) from underwriting or distributing most securities and from affiliating
with businesses engaged in certain similar activities. BIAM believes, based on
advice of its counsel, that it may perform the services for the Fund
contemplated by this Prospectus consistent with the Glass-Steagall Act and other
applicable banking laws and regulations. However, future changes in either
Federal or state statutes and regulations concerning the permissible activities
of banks and their affiliates, as well as future judicial or administrative
decisions or interpretations of present and future statutes and regulations,
might prevent BIAM from continuing to perform those services for the Fund.
State laws on this issue may differ from the interpretations of relevant Federal
law and banks and financial institutions may be required to register as dealers
pursuant to state securities law. If the circumstances described above should
change, the trustees of the Trust and Worldwide Portfolios would review the
relationships with BIAM and consider taking all actions appropriate under the
circumstances.

17. PERFORMANCE

From time to time in advertisements, the Fund may discuss its
performance ratings as published by recognized mutual fund statistical services,
such as Lipper Analytical Services, Inc., CDA Investment Technologies, Inc.,
Morningstar, Inc., or Value Line Investment Survey or by publications of general
interest such as THE WALL STREET JOURNAL, 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

-31-

<PAGE>

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 a separate "feeder" fund investing in the
Portfolio which, in turn, transferred those assets to the Portfolio in
exchange for an interest in the Portfolio. As a result of this 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 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). These fees and expenses
include 12b-1 fees.

The performance data set forth below includes the performance of the
Pool for periods before the Fund's and the Portfolio's registration statements
became effective. As noted above, the Pool was not registered under the 1940
Act and thus was not subject to certain investment restrictions that are imposed
by the 1940 Act. If the Pool had been registered under the 1940 Act, the Pool's
performance might have been adversely affected.

AVERAGE ANNUAL TOTAL RETURN
FOR PERIODS ENDED JUNE 30, 1996

BERGER/BIAM
INTERNATIONAL FUND(1) EAFE INDEX(2)
1-YEAR 17.95% 13.62%
3-YEAR 13.59% 10.76%
5-YEAR 14.84% 10.33%

-32-

<PAGE>

SINCE INCEPTION(3) 13.19% 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.

Shareholders with questions should write to the Fund, c/o BBOI
Worldwide, P.O. Box 5005, Denver, CO 80217, or call 1-303-329-0200 or
1-800-333-1001. 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. Please call 1-800-333-1001 for information.

-33-

<PAGE>

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 1-800-706-0539.

<PAGE>

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.

Dated October 15, 1996

<PAGE>

Table of Contents

SECTION PAGE
- ------- ----

1. Fee Tables............................................................... 1

2. Introduction............................................................. 2

3. Investment Objective and Policies and Risk Factors....................... 3

4. Portfolio Turnover....................................................... 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

<PAGE>

1. FEE TABLES

SHAREHOLDER TRANSACTION EXPENSES

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Maximum Sales Load Imposed on Purchases 0%
- --------------------------------------------------------------------------------
Maximum Sales Load Imposed on Reinvested Dividends 0%
- --------------------------------------------------------------------------------
Deferred Sales Load 0%
- --------------------------------------------------------------------------------
Redemption Fees 0%
- --------------------------------------------------------------------------------
Exchange Fee 0%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TOTAL
FUND
INVESTMENT OPERATING
ADVISORY EXPENSES*
FEE OTHER (AFTER
(AFTER WAIVER) EXPENSES** WAIVER)
- --------------------------------------------------------------------------------
Berger/BIAM International
Institutional Fund 0.85%*** 0.50% 1.35%***

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

** 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 assets of the Fund 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:

-1-

<PAGE>

- --------------------------------------------------------------------------------
Berger/BIAM International Institutional Fund $14* $43*
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

* 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.

2. INTRODUCTION

The Berger/BIAM International Institutional Fund is an open-end,
diversified management investment company commonly referred to as a "mutual
fund". The Fund is a "no-load" fund, meaning that a buyer pays no commissions
or sales load when buying shares of the Fund. This Prospectus describes the
securities offered by the Fund.

The Fund is a series of the Berger/BIAM Worldwide Funds Trust, a Delaware
business trust, and invests in the Portfolio that, in turn, invests in
securities in accordance with an investment objective, policies and limitations
that are identical to those of the Fund. This is sometimes called a
master/feeder fund structure, because the Fund and other investors who invest in
the Portfolio "feed" shareholders' investments into the Portfolio, a "master"
fund. The structure looks like this:

-2-

<PAGE>

Shareholders

BUY SHARES IN [down arrow]

Fund

INVESTS IN [down arrow]

Portfolio

INVESTS IN [down arrow]

Stocks and
Other Securities

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

-3-

<PAGE>

secondary importance as a by-product of the investment selection process used to
achieve the Fund's objective.

INVESTMENT SELECTION

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.

-4-

<PAGE>

WHY INVEST IN THIS FUND?

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

-5-

<PAGE>

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

-6-

<PAGE>

-7-

<PAGE>

HEDGING TRANSACTIONS. The Portfolio is authorized to make limited
commitments in certain forward contracts, but only for the

-8-

<PAGE>

-9-

<PAGE>

-10-

<PAGE>

INVESTMENT RESTRICTIONS

4. PORTFOLIO TURNOVER

5. ADDITIONAL INFORMATION ABOUT MASTER/FEEDER STRUCTURE

-11-

<PAGE>

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 1-800-706-0539.
Shareholders willing to maintain an account balance of not less than
$1,000,000 may want to consider the Berger/BIAM International CORE Fund,
which is another feeder fund that, like the Fund, invests all of its
investable assets in the Portfolio.

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

-12-

<PAGE>

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

-13-

<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

-14-

<PAGE>

ADVISORY FEES

PENDING SALE OF INTEREST IN ADVISOR

-15-

<PAGE>

7. EXPENSES OF THE FUND

-16-

<PAGE>

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.

-17-

<PAGE>

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.

SERVICE ARRANGEMENTS FOR THE PORTFOLIO

-18-

<PAGE>

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.

DISTRIBUTOR

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

-19-

<PAGE>

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 1-800-551-5849 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.

-20-

<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 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

-21-

<PAGE>

in the Portfolio, the value of the Fund's investable assets will be equal to the
value of its beneficial interest in the Portfolio.

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.

-22-

<PAGE>

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-[551-5849]. To receive the net asset value for a
specific day, a redemption request must be received before the close of the
Exchange on that day. As discussed above, 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.

-23-

<PAGE>

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.

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.

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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 1-800-551-5849, or writing
to the Fund, in care of DST at P.O. Box 419958, Kansas City, MO 64141, any
shareholder may exchange, without charge, any or all of his shares in the Fund,
subject to stated minimums, for shares of any of the publicly available Berger
Funds or Berger/BIAM Funds. 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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<PAGE>

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 1-800-706-0539. 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 1-800-551-5849.

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 1-800-551-5849.

14. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT

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<PAGE>

All dividends and capital gains distributions paid by the Fund will be
automatically reinvested in shares of the Fund at the net asset value on the ex-
dividend date unless an investor specifically requests that either dividends or
distributions, or both, be paid in cash. The election to receive dividends or
distributions in cash or to reinvest them in Fund shares may be changed by
calling the Fund at 1-800-[551-5849] or by written request to the Fund, c/o DST
Systems, Inc., P.O. Box 419958, Kansas City, MO 64141, and must be received at
least ten days prior to the record date of any dividend or capital gains
distribution.

The Fund will inform its shareholders of the amount and nature of such
income or gains resulting from their investment in the Fund. Dividends paid by
the Fund from net investment income and distributions from net short-term
capital gains in excess of any net long-term capital losses, whether received in
cash or reinvested, generally will be taxable as ordinary income. Distributions
received from the Fund designated as long-term capital gains (net of capital
losses), whether received in cash or reinvested, will be taxable as long-term
capital gains without regard to the length of time a shareholder has owned
shares in the Fund. Any loss on the redemption or other sale or exchange of the
Fund's shares held for six months or less will be treated as a long-term capital
loss to the extent of any long-term capital gain distribution received on the
shares. If a shareholder is exempt from U.S. Federal income tax, the
shareholder will not generally be taxed on amounts distributed by the Fund.

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.

-27-

<PAGE>

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.

15. ADDITIONAL INFORMATION

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 non-assessable when issued. Each share has a par value

-28-

<PAGE>

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

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<PAGE>

16. PERFORMANCE

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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<PAGE>

the Pool immediately prior to the transfer, except for the seed capital provided
by Berger Associates.

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%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(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.

-31-

<PAGE>

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
1-800-706-0539. 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. Please call 1-800-706-0539 for information.

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<PAGE>

PROSPECTUS

BERGER/BIAM INTERNATIONAL CORE FUND

The Berger/BIAM International CORE 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.

<PAGE>

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.

Dated October 15, 1996

<PAGE>

Table of Contents

SECTION PAGE

1. Fee
Tables.................................................................. 1

2. Introduction............................................................ 2

3. Investment Objective and Policies and Risk
Factors................................................................. 3

4. Portfolio
Turnover................................................................ 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

<PAGE>

1. FEE TABLES

SHAREHOLDER TRANSACTION EXPENSES

Maximum Sales Load Imposed on Purchases 0%
Maximum Sales Load Imposed on Reinvested Dividends 0%
Deferred Sales Load 0%
Redemption Fees 0%
Exchange Fee 0%

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

TOTAL
FUND
INVESTMENT OPERATING
ADVISORY EXPENSES*
FEE OTHER (AFTER
(AFTER WAIVER) EXPENSES** WAIVER)
Berger/BIAM International 0.85%*** 0.25% 1.10%***
CORE Fund

* 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".

*** 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 assets of
the Fund 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 1.15%.

EXAMPLES

You would pay the following expenses on a $1,000 investment, assuming
(1) 5% annual return, and (2) redemption at the end of each time period:

1 YEAR 3 YEARS
Berger/BIAM International CORE Fund $11* $35*

* Based on estimated expenses for the first year of operations of the Fund
and the Portfolio, after waiver.

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<PAGE>

2. INTRODUCTION

The Berger/BIAM International CORE 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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<PAGE>

Shareholders

BUY SHARES IN [down arrow]

Fund

INVESTS IN [down arrow]

Portfolio

INVESTS IN [down arrow]

Stocks and
Other Securities

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 secondary importance as a by-product of
the investment selection process used to achieve the Fund's objective.

-3-

<PAGE>

INVESTMENT SELECTION

INVESTMENT DECISION MAKING PROCESS

- - 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 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-

-4-

<PAGE>

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 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.

-5-

<PAGE>

SECURITIES, INVESTMENT PRACTICES AND RISK FACTORS

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.

FOREIGN SECURITIES. Investments in foreign securities involve some risks
that are different from the risks of investing in securities of U.S. issuers,
such as the risk of adverse political, social, diplomatic and economic
developments and, with respect to certain countries, the possibility of
expropriation, taxes imposed by foreign countries or limitations on the removal
of monies or other assets of the Portfolio. Moreover, the economies of
individual foreign countries will vary in comparison to the U.S. economy in such
respects as growth of gross domestic product, rate of inflation, capital
reinvestment, resources, self-sufficiency and balance of payments position.
Securities of some foreign companies, particularly those in developing
countries, are less liquid and more volatile than securities of comparable
domestic companies. Investing in the securities of developing countries may
involve exposure to economic structures that are less diverse and mature, and to
political systems that can be expected to have less stability than developed
countries. The Portfolio's investments may include American Depositary Receipts
(ADRs). The Portfolio may also invest in European Depositary Receipts (EDRs)
which are similar to ADRs, in bearer form, designed for use in the European
securities markets, and 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.

-6-

<PAGE>

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.

CONVERTIBLE SECURITIES. The Portfolio may purchase securities that are
convertible into common stock when the Sub-Advisor believes they offer the
potential for a higher total return than nonconvertible securities. While fixed
income securities generally have a priority claim on a corporation's assets over
that of common stock, some of the convertible securities which the Portfolio may
hold are high-yield/high-risk securities that are subject to special risks,
including the risk of default in interest or principal payments which could
result in a loss of income to the Portfolio or a decline in the market value of
the securities. Convertible securities often display a degree of market price
volatility that is comparable to common stocks. The credit risk associated with
convertible securities generally is reflected by their being rated below
investment grade by organizations such as Moody's Investors Service, Inc., and
Standard & Poor's Corporation, 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

-7-

<PAGE>

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 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

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<PAGE>

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 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.

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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.

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.

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<PAGE>

approval. For more detail about the Portfolio's investment restrictions, see
the Statement of Additional Information.

4. PORTFOLIO TURNOVER

5. ADDITIONAL INFORMATION ABOUT MASTER/FEEDER STRUCTURE

Unlike other mutual funds that directly acquire and manage their own
portfolios of securities, the Fund (referred to as a feeder fund) seeks to
achieve its investment objective by investing all of its investable assets in
the Portfolio (referred to as a master fund). This two-tier structure is known
as a master/feeder. The Fund has the same investment objective and policies as
the Portfolio. The Fund will invest only in the Portfolio, and the Fund's
shareholders will therefore acquire only an indirect interest in the investments
of the Portfolio.

In addition to selling a beneficial interest to the Fund, the Portfolio may
sell beneficial interests to other mutual funds or institutional investors (that
is, other feeder funds). Such investors will invest in the Portfolio on the
same terms and conditions and will pay their proportionate share of the
Portfolio's expenses. However, the other investors investing in the Portfolio
are not required to issue their shares at the same public offering price as the
Fund due to potential differences in expense structures. Accordingly, investors
in the Fund should be aware that these differences may result in differences in
returns experienced by investors in the different funds that invest in the
Portfolio. Such differences in returns are common in this type of mutual fund
structure and are also present in other mutual fund structures. Information
concerning other investors in the Portfolio (for example, other feeder funds) is
available from the Fund at 1-800-706-0539.

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<PAGE>

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 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

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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 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.

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<PAGE>

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 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.

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<PAGE>

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.

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

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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

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.

SERVICE ARRANGEMENTS FOR THE FUND

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<PAGE>

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) 0.10% 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 0.01% 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.

SERVICE ARRANGEMENTS FOR THE PORTFOLIO

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<PAGE>

addition, the Portfolio has appointed IFTC as its custodian and transfer
agent. IFTC has 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

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
$1,000,000. 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

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.

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<PAGE>

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 1-800-551-5849 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.

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.

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<PAGE>

The Fund reserves the right in its sole discretion to withdraw all or any
part of the offering made by this Prospectus or to reject purchase orders, when
in the judgment of management, such withdrawal or rejection is in the best
interest of the Fund. The Fund also reserves the right at any time to waive the
minimum investment requirements applicable to initial investments or to increase
the minimums following notice. No application to purchase shares is binding on
the Fund until accepted in writing.

Investors may, subject to the approval of the Trust and Worldwide
Portfolios, purchase shares of the Fund with liquid securities that are
eligible for purchase by the Portfolio (consistent with the Fund's and the
Portfolio's investment policies and restrictions) and that have a value that
is readily ascertainable in accordance with the valuation policies of the
Trust and Worldwide Portfolios. These transactions will be effected only if
the Sub-Advisor intends to retain the securities in the Portfolio as an
investment. Assets so purchased will be valued in generally the same manner
as they would be valued for purposes of pricing the Fund's shares, if such
assets were included in the Portfolio's assets at the time of purchase. The
Trust and Worldwide Portfolios reserve the right to amend or terminate this
practice at any time.

9. NET ASSET VALUE

The price of the Fund's shares is based on the net asset value of the Fund,
which is determined at the close of the regular trading session of the Exchange
(normally 4:00 p.m., New York time) each day that the Exchange is open. The per
share net asset value of the Fund is determined by dividing the total value of
its assets, less liabilities, by the total number of shares outstanding. Since
the Fund will invest all of its investable assets in the Portfolio, the value of
the Fund's investable assets will be equal to the value of its beneficial
interest in the Portfolio.

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

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<PAGE>

determined in good faith pursuant to consistently applied procedures established
by the trustees.

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

Since the Fund does not impose any front end sales load or redemption fee,
both the purchase price and the redemption price of a Fund share are the same
and will be equal to the next calculated net asset value of a share of the Fund.

10. OPEN ACCOUNT SYSTEM AND SHARE CERTIFICATES

Unless otherwise directed, all investor accounts are maintained on a
book-entry basis. Share certificates will not be issued unless requested by
the shareholder. Shares purchased by dividend reinvestment, and shares
redeemed under a Systematic Withdrawal Plan, will be confirmed after the end
of each calendar quarter. Following any other investment or redemption, the
investor will receive a printed confirmation indicating the dollar amount of
the transaction, the per share price of the transaction and the number of
shares purchased or redeemed.

11. REDEMPTION OF FUND SHARES

(i) SHARE REDEMPTIONS BY MAIL. The Fund will redeem, at current net asset
value, all shares of the Fund offered for redemption. The redemption price of
shares tendered for redemption will be the net asset value next determined after
receipt of all required documents by the Fund's transfer agent, sub-transfer
agent or other authorized agent of the Fund. To receive the net asset value for
a specific day, a redemption request must be received before the close of the
Exchange on that day. Shareholders who purchased their 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.

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<PAGE>

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 1-800-551-5849. To receive the net asset value for a
specific day, a redemption request must be received before the close of the
Exchange on that day. As discussed above, 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, 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.

(iii) PAYMENT FOR REDEEMED SHARES. Payment for shares redeemed upon
written request will be made by check and generally will be mailed within three
business days after receipt by the transfer agent of the properly executed
redemption request and any outstanding certificates for the shares to be
redeemed. Payment for shares redeemed by telephone will be made by check
payable to the account name(s) and address exactly as

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<PAGE>

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 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 $1,000,000. 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,

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<PAGE>

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 1-800-551-5849, or writing to
the Fund, in care of DST at P.O. Box 419958, Kansas City, MO 64141, any
shareholder may exchange, without charge, any or all of his shares in the Fund,
subject to stated minimums, for shares of any of the publicly available Berger
Funds or Berger/BIAM Funds. Exchanges may be made only if the Berger Fund or
Berger/BIAM Fund into which a shareholder wishes to exchange shares is
registered in the shareholder's state of residence.

It is each investor's responsibility to obtain and read a prospectus of the
Berger Fund or Berger/BIAM Fund into which the investor is exchanging. By
giving exchange instructions, a shareholder will be deemed to have acknowledged
receipt of the prospectus for the Berger Fund or Berger/BIAM Fund being
purchased. Up to four exchanges out of the Fund are permitted during the
calendar year. This limit helps keep the Fund's net asset base stable and
reduces the Fund's administrative expenses. In times of extreme economic or
market conditions, exchanging Fund shares by telephone may be difficult. See
"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.

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<PAGE>

13. PLANS AND PROGRAMS

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 1-800-706-0539. 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 1-800-551-5849.

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 1-800-551-5849.

14. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT

The Fund is treated as a separate entity for tax purposes and intends to
elect and maintain qualification to be treated as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as amended. The Fund's
qualification as a regulated investment company will depend on the Portfolio
maintaining its status as a partnership for tax purposes. If the Fund qualifies
under Subchapter M and meets certain minimum distribution requirements, the Fund
generally will not be liable for U.S. Federal income tax on the amount of its
earnings that are timely distributed. If the Fund distributes annually less
than 98% of its income and gain, it may be subject to a nondeductible excise tax
equal to 4% of the shortfall.

All dividends and capital gains distributions paid by the Fund will be
automatically reinvested in shares of the Fund at the net asset value on the
ex-dividend date unless an investor specifically requests that either
dividends or distributions, or both, be paid in cash. The election to
receive dividends or distributions in cash or to reinvest them in Fund shares
may be changed by calling the Fund at 1-800-551-5849 or by written request
to the Fund, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141,
and must be received at least ten days prior to the record date of any
dividend or capital gains distribution.

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<PAGE>

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 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

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<PAGE>

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.

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 CORE 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 non-assessable when issued. Each share has a par value of $.01. All
shares issued by the Fund participate equally in dividends and other
distributions by the Fund, and in the residual assets of the Fund in the event
of its liquidation.

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

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<PAGE>

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.

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.

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<PAGE>

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 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.

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<PAGE>

AVERAGE ANNUAL TOTAL RETURN
FOR PERIODS ENDED JUNE 30, 1996

BERGER/BIAM EAFE INDEX(2)
INTERNATIONAL
CORE FUND(1)

1-YEAR 18.38% 13.62%
3-YEAR 14.05% 10.76%
5-YEAR 15.39% 10.33%
SINCE INCEPTION(3) 13.72% 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.

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 1-800-706-0539.
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.
Please call 1-800-706-0539 for information.

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<PAGE>

BERGER/BIAM INTERNATIONAL FUND

STATEMENT OF ADDITIONAL INFORMATION

SHAREHOLDER SERVICES: 1-800-551-5849

This Statement of Additional Information about the Berger/BIAM
International Fund (the "Fund"), a series of the Berger/BIAM Worldwide Funds
Trust (the "Trust"), is not a prospectus. It should be read in conjunction with
the Prospectus describing the Fund, dated October 15, 1996, which may be
obtained by writing the Fund at P.O. Box 5005, Denver, Colorado 80217, or
calling 1-800-333-1001. The Fund is a no-load mutual fund.

The investment objective of the Fund is long-term capital appreciation.
The Fund seeks to achieve this objective by investing all of its investable
assets in the Berger/BIAM International Portfolio (the "Portfolio") which, in
turn, invests primarily in common stocks of well established companies located
outside the United States. A company will be considered to be located outside
the United States if 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 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.

The Fund is an open-end management investment company organized as a
diversified series of the Trust. UNLIKE MANY OTHER MUTUAL FUNDS WHICH DIRECTLY
ACQUIRE AND MANAGE THEIR OWN PORTFOLIOS OF SECURITIES, THE FUND SEEKS ITS
INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN THE PORTFOLIO,
AS DESCRIBED ABOVE. 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" 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").

The Securities and Exchange Commission maintains an Internet Web site
(http://www.sec.gov) that contains this Statement of Additional Information,
material incorporated by reference and other information regarding the Fund.

October 15, 1996

<PAGE>

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

CROSS-REFERENCES TO
RELATED DISCLOSURES
TABLE OF CONTENTS IN PROSPECTUS

Introduction Section 2

1. Investment Policies Section 2, 3, 4

2. Investment Restrictions Section 3

3. Management of the Fund Section 6

4. Investment Advisor and Sub-Advisor Section 6

5. Expenses of the Fund Section 6, 7

6. Brokerage Policy Section 6, 7

7. How to Purchase Shares in Section 9
the Fund

8. How the Net Asset Value is Section 10
Determined

9. Income Dividends, Capital Gains Section 15
Distributions and Tax Treatment

10. Suspension of Redemption Rights Section 12

11. Tax-Sheltered Retirement Plans Section 14

12. Special Purchase and Exchange Plans Section 13

13. Performance Information Section 17

14. Additional Information Section 16

Financial Statements

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INTRODUCTION

The Berger/BIAM International Fund is a mutual fund, or open-end,
diversified management investment company. The investment objective of the Fund
is long-term capital appreciation. This is also the investment objective of the
Portfolio in which the Fund invests all of its investable assets. Current
income is not an investment objective of the Fund and any income produced will
be only of secondary importance as a by-product of the investment selection
process used to achieve the Fund's objective.

1. INVESTMENT POLICIES

The Prospectus discusses the investment objective of the Fund and the
Portfolio and the policies to be employed to achieve that objective. This
section contains supplemental information concerning the types of securities and
other instruments in which the Portfolio may invest, the investment policies and
portfolio strategies that the Portfolio may utilize and certain risks attendant
to those investments, policies and strategies.

ILLIQUID AND RESTRICTED SECURITIES. The Portfolio is authorized to
invest in securities which are illiquid or not readily marketable because they
are subject to restrictions on their resale ("restricted securities") or
because, based upon their nature or the market for such securities, no ready
market is available. However, the Portfolio may not purchase any security, the
purchase of which would cause the Portfolio to invest more than 15% of its net
assets, measured at the time of purchase, in illiquid securities. 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. 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

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<PAGE>

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

REPURCHASE AGREEMENTS. The Portfolio may invest in repurchase
agreements with various financial organizations, including commercial banks,
registered broker-dealers and registered government securities dealers. A
repurchase agreement is a means of investing cash for a short period. A
repurchase agreement is an agreement under which the Portfolio acquires a debt
security (generally a security issued or guaranteed by the U.S. government or an
agency thereof, a banker's acceptance or a certificate of deposit) from a
commercial bank, broker or dealer, subject to resale to the seller at an agreed
upon price and date (normally, the next business day). A repurchase agreement
may be considered a loan collateralized by securities. The resale price
reflects an agreed upon interest rate effective for the period the instrument is
held by the Portfolio and is unrelated to the interest rate on the underlying
instrument.

In these transactions, the securities acquired by the Portfolio
(including accrued interest earned thereon) must have a total value equal to or
in excess of the value of the repurchase agreement and are held by the
Portfolio's custodian bank until repurchased. In addition, the trustees will
establish guidelines and standards for review by the Sub-Advisor of the
creditworthiness of any bank, broker or dealer party to a repurchase agreement
with the Portfolio. The Portfolio will not enter into a repurchase agreement
maturing in more than seven days if as a result more than 15% of the Portfolio's
net assets would be invested in such repurchase agreements and other illiquid
securities.

The use of repurchase agreements involves certain risks. For example,
if the other party to the agreement defaults on its obligation to repurchase the
underlying security at a time

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<PAGE>

when the value of the security has declined, the Portfolio may incur a loss upon
disposition of the security. If the other party to the agreement becomes
insolvent and subject to liquidation or reorganization under the bankruptcy or
other laws, a court may determine that the underlying security is collateral for
a loan by the Portfolio not within the control of the Portfolio and therefore
the realization by the Portfolio on such collateral may automatically be stayed.
Finally, it is possible that the Portfolio may not be able to substantiate its
interest in the underlying security and may be deemed an unsecured creditor of
the other party to the agreement. Although these risks are acknowledged, it is
expected that they can be controlled through careful monitoring procedures.

UNSEASONED ISSUERS. The Portfolio may invest to a limited degree in
securities of unseasoned issuers. Unseasoned issuers are companies with a
record of less than three years' continuous operation, even including the
operations of any predecessors and parents. Unseasoned issuers by their nature
have only a limited operating history which can be used for evaluating the
company's growth prospects. As a result, investment decisions for these
securities may place a greater emphasis on current or planned product lines and
the reputation and experience of the company's management and less emphasis on
fundamental valuation factors than would be the case for more mature growth
companies. In addition, many unseasoned issuers may also be small companies and
involve the risks and price volatility associated with smaller companies. The
Portfolio may invest up to 5% of its total assets in securities of unseasoned
issuers.

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<PAGE>

fees and operating expenses), shareholders will also indirectly bear similar
expenses of such PFIC. PFIC investments also may be subject to less favorable
U.S. tax treatment, as discussed in Section 9 below.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Portfolio may
purchase and sell securities on a when-issued or delayed delivery basis.
However, the Portfolio does not currently intend to purchase or sell securities
on a when-issued or delayed delivery basis, if as a result more than 5% of its
net assets taken at market value at the time of purchase would be invested in
such securities. When-issued or delayed delivery transactions arise when
securities are purchased or sold by the Portfolio with payment and delivery
taking place in the future in order to secure what is considered to be an
advantageous price or yield. However, the yield on a comparable security
available when delivery takes place may vary from the yield on the security at
the time that the when-issued or delayed delivery transaction was entered into.
Any failure to consummate a when-issued or delayed delivery transaction may
result in the Portfolio missing the opportunity of obtaining a price or yield
considered to be advantageous. When-issued and delayed delivery transactions
may generally be expected to settle within one month from the date the
transactions are entered into, but in no event later than 90 days. However, no
payment or delivery is made by the Portfolio until it receives delivery or
payment from the other party to the transaction.

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

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<PAGE>

interpretations of the Securities and Exchange Commission (the "Commission")
thereunder, which currently require that (a) the borrower pledge and maintain
with the Portfolio collateral consisting of cash, an irrevocable letter of
credit or securities issued or guaranteed by the U.S. government having a value
at all times not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities loaned
rises (i.e., the borrower "marks to the market" on a daily basis), (c) the loan
be made subject to termination by the Portfolio at any time and (d) the
Portfolio receive reasonable interest on the loan, which interest may include
the Portfolio's investing cash collateral in interest bearing short-term
investments, and (e) the Portfolio receive all dividends and distributions on
the loaned securities and any increase in the market value of the loaned
securities.

The Portfolio bears a risk of loss in the event that the other party
to a securities lending transaction defaults on its obligations and the
Portfolio is delayed in or prevented from exercising its rights to dispose of
the collateral, including the risk of a possible decline in the value of the
collateral securities during the period in which the Portfolio seeks to assert
these rights, the risk of incurring expenses associated with asserting these
rights and the risk of losing all or a part of the income from the transaction.
The Portfolio will not lend its portfolio securities if, as a result, the
aggregate value of such loans would exceed 33-1/3% of the value of the
Portfolio's total assets. Loan arrangements made by the Portfolio will comply
with all other applicable regulatory requirements, including the rules of the
New York Stock Exchange, which rules presently require the borrower, after
notice, to redeliver the securities within the normal settlement time of three
business days. All relevant facts and circumstances, including creditworthiness
of the broker, dealer or institution, will be considered in making decisions
with respect to the lending of securities, subject to review by Worldwide
Portfolio's trustees.

HEDGING TRANSACTIONS. As described in the Prospectus, the Portfolio
is authorized to make limited commitments in certain forward contracts, but only
for the purpose of hedging, that is, protecting against the risk of market
movements that may adversely affect the value (in foreign currency or U.S.
dollar terms) of the Portfolio's securities or the price of securities that the
Portfolio is considering purchasing. A hedging transaction may partially
protect the Portfolio from a decline in the value of a particular security or
its portfolio generally, although the cost of the transaction will reduce the
potential return on the security or the portfolio. In addition, hedging
transactions do not eliminate fluctuations in the prices of the underlying
securities the Portfolio owns or intends to acquire.

Any utilization of forwards or any other hedging technique (investing,
for example, in futures or options) is

-5-

<PAGE>

subject to policies and procedures which may be established and changed by the
trustees from time to time without shareholder vote. Currently, the Portfolio
is authorized to invest only in forward contracts for hedging purposes and is
not permitted to invest in futures or options. If the trustees ever authorize
the Portfolio to invest in futures or options, such investments would be
permitted solely for hedging purposes, and the Portfolio would not be permitted
to invest more than 5% of its net assets at the time of purchase in initial
margins for financial futures transactions and premiums for options. In
addition, the Advisor or Sub-Advisor may be required to obtain bank regulatory
approval before the Portfolio engages in futures and options transactions. The
following information should be read in conjunction with the information
concerning the Portfolio's investment in forwards and the risks of such
investments contained in the Prospectus.

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

-6-

<PAGE>

an amount of that currency (or a proxy currency whose price movements are
expected to have a high degree of correlation with the currency being hedged)
approximating the value of some or all of its portfolio securities denominated
in that currency ("position hedge"). The Portfolio also may enter into a
forward currency contract with respect to a currency where the Portfolio is
considering the purchase or sale of investments denominated in that currency but
has not yet selected the specific investments ("anticipatory hedge").

These types of hedging minimize the effect of currency appreciation as
well as depreciation, but do not eliminate fluctuations in the underlying U.S.
dollar equivalent value of the proceeds of or rates of return on the Portfolio's
foreign currency denominated portfolio securities. The matching of the increase
in value of a forward foreign currency exchange contract and the decline in the
U.S. dollar equivalent value of the foreign currency denominated asset that is
the subject of the hedge generally will not be precise. Shifting the
Portfolio's currency exposure from one foreign currency to another limits the
Portfolio's opportunity to profit from increases in the value of the original
currency and involves a risk of increased losses to the Portfolio if the Sub-
Advisor's projection of future exchange rates is inaccurate.

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

-7-

<PAGE>

could be worse off than if the contract had not been entered into. Unlike many
exchange-traded futures contracts and options on futures, there are no daily
price fluctuation limits with respect to forward contracts and other negotiated
or over-the-counter instruments, and with respect to those contracts, adverse
market movements could therefore continue to an unlimited extent over a period
of time. However, the Portfolio intends to monitor its investments closely and
will attempt to renegotiate or close its positions when the risk of loss to the
Portfolio becomes unacceptably high.

PORTFOLIO TURNOVER. Although the annual portfolio turnover rate of
the Portfolio will vary, it is normally expected to range from 25% to 75%. In
pursuit of the Portfolio's investment objective, the Sub-Advisor continuously
monitors the Portfolio's investments and makes portfolio changes whenever
changes in investment themes, the fundamentals of any portfolio company or the
price of any portfolio security indicate to the Sub-Advisor that more attractive
alternatives exist or that the Portfolio's investment objective could be better
achieved by investment in another security, regardless of portfolio turnover.
In addition, portfolio turnover may increase as a result of large amounts of
purchases and redemptions of shares of the Portfolio due to economic, market or
other factors that are not within the control of management.

2. INVESTMENT RESTRICTIONS

The Fund has adopted the investment policy that it may,
notwithstanding any other fundamental or non-fundamental investment policy or
restriction, invest all of its investable assets in the securities of another
open-end investment company or series thereof with substantially the same
investment objective, policies and limitations as the Fund.

All other fundamental and non-fundamental investment policies and
restrictions of the Fund and the Portfolio are identical. Therefore, although
the following investment restrictions refer to the Portfolio and the trustees of
Worldwide Portfolios, they apply equally to the Fund and the trustees of the
Trust.

The Portfolio has adopted certain fundamental restrictions on its
investments and other activities, and none of these restrictions may be changed
without the approval of (i) 67% or more of the voting securities of the
Portfolio present at a meeting of shareholders thereof if the holders of more
than 50% of the outstanding voting securities are present or represented by
proxy, or (ii) more than 50% of the outstanding voting securities of the
Portfolio. Whenever the Fund is requested to vote on a change in the investment
restrictions of the Portfolio, the Fund will hold a meeting of its shareholders
and will cast its votes as instructed by the shareholders.

-8-

<PAGE>

The following fundamental restrictions apply to the Portfolio. The
Portfolio may not:

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

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

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

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

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

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

The trustees have adopted additional non-fundamental investment
restrictions for the Portfolio. These limitations may

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<PAGE>

be changed by the trustees without a shareholder vote. The non-fundamental
investment restrictions include the following:

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

2. The Portfolio may not purchase securities of any company which,
including its predecessors and parents, has a record of less than three years'
continuous operation, if such purchase would cause the Portfolio's investments
in all such companies taken at cost to exceed 5% of the value of the Portfolio's
total assets.

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

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

5. The Portfolio may not invest in companies for the purposes of
exercising control of management.

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

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

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

9. The Portfolio may not purchase or sell any interest in an oil,
gas or mineral development or exploration

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<PAGE>

program, including investments in oil, gas or other mineral leases, rights or
royalty contracts (except that the Portfolio may invest in the securities of
issuers engaged in the foregoing activities).

10. The Portfolio may not invest more than 5% of its net assets in
warrants. Included in that amount, but not to exceed 2% of net assets, are
warrants whose underlying securities are not traded on principal domestic or
foreign exchanges. Warrants acquired by the Portfolio in units or attached to
securities are not subject to these limits.

The Trust has undertaken to the State of Ohio that the Fund will
prohibit the purchase or retention by the Fund of the securities of any issuer
if the officers, directors or trustees of the Fund, its advisors, or managers
owning beneficially more than 1/2 of 1% of the securities of an issuer together
own beneficially more than 5% of the securities of that issuer.

3. MANAGEMENT OF THE FUND

The trustees and executive officers of the Trust are listed below,
together with information which includes their principal occupations during the
past five years and other principal business affiliations. The trustees and
executive officers of the Trust also serve in the same capacities as trustees
and officers of Worldwide Portfolios.

* GERARD M. LAVIN, 210 University Boulevard, Suite 900, Denver, CO 80206, age
53. President and a trustee of Berger/BIAM Worldwide Portfolios Trust
and Berger/BIAM Worldwide Funds Trust since their inception in May 1996.
President and a trustee of Berger Institutional Products Trust since its
inception in October 1995. President and a director since April 1995 of
Berger Associates, Inc. A Vice President of DST Systems, Inc. (data
processing) since July 1995. Director of First of Michigan Capital Corp.
(holding company) and First of Michigan Corp. (broker-dealer) since
March 1995. Formerly President and Chief Executive Officer of Investors
Fiduciary Trust Company (banking) from February 1992 to March 1995 and
Chief Operating Officer of SUNAMERICA Asset Management Co. (money
management) from January 1990 to February 1992.

DENNIS E. BALDWIN, 3481 South Race Street, Englewood, CO 80110, age 67.
President, Baldwin Financial Counseling. Formerly (1978-1990), Vice
President and Denver Office Manager of Merrill Lynch Capital Markets.
Director of Berger 100 Fund and Berger Growth and Income Fund. Trustee
of Berger Investment Portfolio Trust, Berger Institutional Products
Trust, Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust.

* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900, Denver, CO
80206, age 70. Director and, formerly,

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<PAGE>

President (1974-1994) of Berger 100 Fund and Berger Growth and Income
Fund. Trustee of Berger Investment Portfolio Trust since its inception
in August 1993 (Chairman of the Trustees through November 1994).
Trustee of Berger Institutional Products Trust since its inception in
October 1995. Trustee of Berger/BIAM Worldwide Funds Trust and
Berger/BIAM Worldwide Portfolios Trust since their inception in May
1996. Chairman (since 1994) and a Director (since 1973) and, formerly,
President (1973-1994) of Berger Associates, Inc.

LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, age 70. President,
Climate Engineering, Inc. (building environmental systems). Director of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust.

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age 51.
President, Cattanach & Associates, Ltd. (investment consulting firm).
Formerly (1981-1988), Executive Vice President, Captiva Corporation,
Denver, Colorado (private investment management firm). Ph.D. in Finance
(Arizona State University); Chartered Financial Analyst (CFA). Director
of Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust.

LUCY BLACK CREIGHTON, 1917 Leyden Street, Denver, CO 80220, age 68.
Associate, University College, University of Denver. Formerly,
President of the Colorado State Board of Land Commissioners (1989-1995),
and Vice President and Economist (1983-1988) and Consulting Economist
(1989) for First Interstate Bank of Denver. Ph.D. in Economics (Harvard
University). Director of Berger 100 Fund and Berger Growth and Income
Fund. Trustee of Berger Investment Portfolio Trust, Berger
Institutional Products Trust, Berger/BIAM Worldwide Funds Trust and
Berger/BIAM Worldwide Portfolios Trust.

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago, IL 60602, age
50. Since 1991, Director, Chairman, President and Chief Executive
Officer of Catalyst Institute (international public policy research
organization focused primarily on financial markets and institutions)
and Catalyst Consulting (international financial institutions business
consulting firm). Formerly (1988-1991), Director, President and Chief
Executive Officer of Kessler Asher Group (brokerage, clearing and
trading firm). Director of Berger 100 Fund and Berger Growth and Income
Fund. Trustee of Berger Investment Portfolio Trust, Berger
Institutional Products Trust, Berger/BIAM Worldwide Funds Trust and
Berger/BIAM Worldwide Portfolios Trust.

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<PAGE>

HARRY T. LEWIS, JR., 370 17th Street, Suite 3560, Denver, CO 80202, age 63.
Self-employed as a private investor. Formerly (1981-1988), Senior Vice
President, Rocky Mountain Region, of Dain Bosworth Incorporated and
member of that firm's Management Committee. Director of Berger 100 Fund
and Berger Growth and Income Fund. Trustee of Berger Investment
Portfolio Trust, Berger Institutional Products Trust, Berger/BIAM
Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios Trust.

MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman, MT 59717,
age 59. Since 1994, Dean, and since 1989, a member of the Finance
faculty, of the College of Business, Montana State University. Self-
employed as a financial and management consultant, and in real estate
development. Formerly (1976-1989), Chairman and Chief Executive Officer
of Royal Gold, Inc. (mining). Chairman of the Board of Berger 100 Fund
and Berger Growth and Income Fund. Chairman of the Trustees of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust.

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135, age 67.
President, Sinclaire Cattle Co., and private investor. Director of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust.

* CRAIG D. CLOYED, 210 University Boulevard, Suite 900, Denver, CO 80206, age
50. Vice President of Berger/BIAM Worldwide Funds Trust and Berger/BIAM
Worldwide Portfolios Trust since their inception in May 1996. Also,
Vice President and Chief Marketing Officer of Berger Associates, Inc.,
since August 1995, and President, CEO and a director of Berger
Distributors, Inc., since its inception in May 1996. Formerly
(September 1989 to August 1995), Senior Vice President of INVESCO Funds
Group (mutual funds).

* KEVIN R. FAY, 210 University Boulevard, Suite 900, Denver, CO 80206, age
40. Vice President, Secretary and Treasurer of Berger 100 Fund and
Berger Growth and Income Fund since October 1991, of Berger Investment
Portfolio Trust since its inception in August 1993, of Berger
Institutional Products Trust since its inception in October 1995 and of
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust since their inception in May 1996. Also, Vice President-Finance
and Administration, Secretary and Treasurer of Berger Associates, Inc.,
since September 1991, and a director of Berger Distributors, Inc., since
its inception in May 1996. Formerly, Financial Consultant (registered
representative) with Neidiger Tucker Bruner, Inc. (broker-dealer)
(October 1989 to September 1991) and

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<PAGE>

Financial Consultant with Merrill Lynch, Pierce, Fenner & Smith, Inc.
(October 1985 to October 1989).

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

* Interested person (as defined in the Investment Company Act of 1940) of the
Fund and of the Portfolio's Advisor or Sub-Advisor.

TRUSTEE COMPENSATION

Officers of the Trust receive no compensation from the Trust.
However, trustees of the Trust who are not interested persons of the Portfolio's
Advisor or Sub-Advisor, who are also trustees of Worldwide Portfolios, are
compensated for their services according to a fee schedule, allocated among the
Berger and Berger/BIAM Funds, which includes an annual fee component and a per
meeting fee component. Neither the officers of the Trust nor the trustees
receive any form of pension or retirement benefit compensation from the Trust.

Set forth below is information regarding compensation (including
reimbursement of expenses) estimated to be paid or accrued during the current
fiscal year ended July 31, 1997, for each trustee of the Trust and of the other
funds in the Berger Fund and Berger/BIAM Fund complex.

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<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NAME AND POSITION WITH AGGREGATE AGGREGATE
BERGER AND BERGER/BIAM COMPENSATION COMPENSATION
FUNDS FROM FROM
THE FUND(1) ALL BERGER
AND
BERGER/BIAM
FUNDS(2)
- --------------------------------------------------------------------------------
Dennis E. Baldwin(3) $ 830 $41,083
- --------------------------------------------------------------------------------
William M.B. Berger(3),(5) $ 0 $ 0
- --------------------------------------------------------------------------------
Louis R. Bindner(3) $ 706 $34,965
- --------------------------------------------------------------------------------
Katherine A. Cattanach(3) $ 801 $39,657
- --------------------------------------------------------------------------------
Lucy Black Creighton(3) $ 679 $33,602
- --------------------------------------------------------------------------------
Paul R. Knapp(3) $ 907 $44,919
- --------------------------------------------------------------------------------
Gerard M. Lavin(4),(5) $ 0 $ 0
- --------------------------------------------------------------------------------
Harry T. Lewis(3) $ 775 $38,357
- --------------------------------------------------------------------------------
Michael Owen(3) $1,025 $50,720
- --------------------------------------------------------------------------------
William Sinclaire(3) $ 681 $33,697
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) Comprised of the portion of the estimated trustee compensation to be paid
by Worldwide Portfolios to its trustees and allocated to the Fund.

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

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

(4) Trustee of Berger Institutional Products Trust, Berger/BIAM Worldwide Funds
Trust and Berger/BIAM Worldwide Portfolios Trust.

(5) Interested person of the Berger/BIAM Worldwide Funds Trust and/or the
Portfolio's Advisor or Sub-Advisor.

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

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<PAGE>

fees under the plan is a general obligation of Worldwide Portfolios.

As of the date of this Statement of Additional Information, the
officers and trustees of the Trust as a group owned of record or beneficially no
shares of the Berger/BIAM International Fund.

4. INVESTMENT ADVISOR AND SUB-ADVISOR

INVESTMENT ADVISOR

The Advisor is a 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. Kansas City Southern Industries, Inc. ("KCSI") owns approximately 80% of
the outstanding shares of Berger Associates. KCSI is a publicly traded holding
company with principal operations in rail transportation, through its subsidiary
The Kansas City Southern Railway Company, and financial asset management
businesses. Also, see in the Prospectus under "Pending Sale of Interest in
Advisor" for more information concerning ownership of the Advisor.

SUB-ADVISOR

As permitted in its Investment Advisory Agreement with the Portfolio,
the Advisor has delegated day-to-day portfolio management responsibility to Bank
of Ireland Asset Management (U.S.) Limited (the "Sub-Advisor" or "BIAM"). As
Sub-Advisor, BIAM 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's main offices are at 26 Fitzwilliam
Place, Dublin 2, Ireland. BIAM maintains a representative office at 2 Greenwich
Plaza, Greenwich, CT 06830. BIAM is an indirect wholly-owned subsidiary of Bank
of Ireland, a publicly traded, diversified financial services group with
business operations worldwide.

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<PAGE>

INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT

Under the Investment Advisory Agreement between the Advisor and
Berger/BIAM Worldwide Portfolios Trust with respect to the Portfolio, the
Advisor oversees, evaluates and monitors the investment advisory services
provided to the Portfolio by the Sub-Advisor and is responsible for furnishing
general business management and administrative services to the Portfolio. Under
the Investment Advisory Agreement for the Portfolio, the Advisor is compensated
for its services to the Portfolio by the payment of a fee at the annual rate of
0.90% of the average daily net assets of the Portfolio. The Fund bears a pro
rata portion of the fee paid by the Portfolio to the Advisor.

The Investment Advisory Agreement will continue in effect until April
1998, and thereafter from year to year if such continuation is specifically
approved at least annually by the trustees or by vote of a majority of the
outstanding shares of the Portfolio and in either case by vote of a majority of
the trustees of Worldwide Portfolios who are not "interested persons" (as that
term is defined in the Investment Company Act of 1940) of the Portfolio or the
Advisor. The Agreement is subject to termination by the Portfolio or the
Advisor on 60 days' written notice, and terminates automatically in the event of
its assignment.

Under the Sub-Advisory Agreement between the Advisor and the Sub-
Advisor, the Advisor has delegated day-to-day portfolio management
responsibility to the Sub-Advisor. The Sub-Advisor 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. 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.

The Sub-Advisory Agreement will continue in effect until April 1998,
and thereafter from year to year if such

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<PAGE>

continuation is specifically approved at least annually by the trustees or by
vote of a majority of the outstanding shares of the Portfolio and in either case
by vote of a majority of the trustees of Worldwide Portfolios who are not
"interested persons" (as that term is defined in the Investment Company Act of
1940) of the Portfolio or the Advisor or the Sub-Advisor. The Sub-Advisory
Agreement is subject to termination by the Portfolio, the Advisor or the Sub-
Advisor on 60 days' written notice, and terminates automatically in the event of
its assignment and in the event of termination of the Investment Advisory
Agreement.

TRADE ALLOCATIONS

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

RESTRICTIONS ON PERSONAL TRADING

The Advisor has adopted a Code of Ethics covering all board members,
officers, employees and other access persons (as defined below) of the Advisor
who are not also covered by an approved Code of Ethics of an affiliated person
who is an investment advisor ("covered persons"). At present, there are no
persons who would be covered by the Advisor's Code of Ethics who are not also
covered by the Code of Ethics of Berger Associates, which is an investment
advisor affiliated with the Advisor.

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<PAGE>

personnel and other designated covered persons deemed to have access to current
trading information ("access persons") are required to pre-clear all
transactions in securities not otherwise exempt under the Code. Requests for
authority to trade will be denied pre-clearance when, among other reasons, the
proposed personal transaction would be contrary to the provisions of the Code or
would be deemed to adversely affect any transaction then known to be under
consideration for or currently being effected on behalf of any client account,
including the Fund or the Portfolio.

In addition to the pre-clearance requirements described above, the
Code subjects those covered persons deemed to be access persons to various
trading restrictions and reporting obligations. All reportable transactions are
reviewed for compliance with the Advisor's Code. Those covered persons (as well
as board members, officers, employees and other access persons of the Advisor
covered by an approved Code of Ethics of an affiliated investment advisor) also
may be required under certain circumstances to forfeit their profits made from
personal trading. The Code is administered by the Advisor and the provisions of
the Code are subject to interpretation by and exceptions authorized by its board
of managers.

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

5. EXPENSES OF THE FUND

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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.

SERVICE ARRANGEMENTS FOR THE FUND

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<PAGE>

and certain other administrative and recordkeeping services, such as
coordinating matters relating to the operations of the Fund, monitoring the
Fund's status as a "regulated investment company" under the Internal Revenue
Code, coordinating registration of sufficient Fund shares under federal and
state securities laws, 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) 0.45% 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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<PAGE>

Investors Fiduciary Trust Company ("IFTC"), 127 W. 10th Street, Kansas City, MO
64105, has been appointed to provide recordkeeping and pricing services to the
Fund, including calculating the daily net asset value of the Fund, and to
perform certain accounting and recordkeeping functions that it requires. In
addition, IFTC has been appointed to serve as the Fund's custodian, transfer
agent and dividend disbursing agent. IFTC has engaged DST Systems, Inc.
("DST"), P.O. Box 419958, Kansas City, MO 64141, as sub-transfer agent to
provide transfer agency and dividend disbursing services for the Fund. 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
engaged State Street Bank and Trust Company ("State Street"), P.O. Box 351,
Boston, MA 02101, 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.

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<PAGE>

DISTRIBUTOR

The Fund has adopted a Rule 12b-1 plan (the "Plan") pursuant to
Rule 12b-1 under the Investment Company Act of 1940, which provides for the
payment to Berger Associates of a 12b-1 fee of 0.25% per annum of the Fund's
average daily net assets to finance activities primarily intended to result in
the sale of Fund shares. The expenses paid by Berger Associates may include
payments made to the Fund's Distributor in connection with the distribution of
the Fund's shares, the costs of preparing, printing and mailing prospectuses to
other than existing shareholders, as well as promotional expenses directed at
increasing the sale of Fund shares. The Rule 12b-1 Plan for the Fund came into
effect at the inception of the Fund. A further discussion of the Plan is
contained in Section 8 of the Prospectus.

6. BROKERAGE POLICY

Although the Portfolio retains full control over its own investment
policies, the Sub-Advisor is authorized to place the portfolio transactions of
the Portfolio. The Sub-Advisor is required to report on the placement of
brokerage business to the trustees of Worldwide Portfolios every quarter,
indicating the brokers with whom portfolio business was placed and the basis for
such placement.

The Investment Advisory Agreement that the Portfolio has with the
Advisor and the Sub-Advisory Agreement between the Advisor and the Sub-Advisor
authorizes and directs portfolio transactions for the Portfolio to be placed
only with brokers and dealers who render satisfactory service in the execution
of orders at the most favorable prices and at reasonable commission rates.
However, the Sub-Advisor is specifically authorized to place such transactions
with a broker with whom it has negotiated a commission that is in excess of the
commission another broker or dealer would have charged for effecting that
transaction if the Sub-Advisor determines in good faith that such amount of
commission was reasonable in relation to the value of the brokerage and research
services provided by such broker viewed in terms of either that particular
transaction or the overall responsibilities of the Sub-Advisor.

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<PAGE>

In accordance with these provisions, the Sub-Advisor may place
portfolio brokerage business of the Portfolio with brokers who provide useful
research services to the Sub-Advisor. Such research services would typically
consist of studies made by investment analysts or economists relating either to
the past record of and future outlook for companies and the industries in which
they operate, or to national and worldwide economic conditions, monetary
conditions and trends in investors' sentiment, and the relationship of these
factors to the securities market. In addition, such analysts may be available
for regular consultation so that the Sub-Advisor may be apprised of current
developments in the above-mentioned factors.

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

7. HOW TO PURCHASE SHARES IN THE FUND

Minimum Initial Investment $2,000.00
Minimum Subsequent Investment $ 50.00

To purchase shares in the Fund, simply complete the application form
enclosed with the Prospectus. Then mail it with a check payable to "Berger
Funds" to the Fund in care of DST Systems, Inc., the Fund's sub-transfer agent,
as follows:

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<PAGE>

Berger Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141

If a shareholder is adding to an existing account, shares may also be
purchased by placing an order by telephone call to the Fund at 1-800-551-5849 or
via personal computer through on-line service providers or other on-line access
points approved by the Fund, and remitting payment to DST Systems, Inc. In
order to make sure that payment for telephone purchases is received on time,
shareholders are encouraged to remit payment by wire or electronic funds
transfer, or by overnight delivery.

In addition, Fund shares may be purchased through certain broker-
dealers that have established mutual fund programs and certain other
organizations connected with pension and retirement plans. These broker-dealers
and other organizations may charge investors a 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.

8. HOW THE NET ASSET VALUE IS DETERMINED

The net asset value of the Fund is determined once daily, at the close
of the regular trading session of the New York Stock Exchange (the "Exchange")
(normally 4:00 p.m., New York time, Monday through Friday) each day that the
Exchange is open. The Exchange is closed and the net asset value of the Fund is
not determined on weekends and on New Year's Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
each year. The per share net asset value of the Fund is determined by dividing
the total value of its assets, less liabilities, by the total number of shares
outstanding. Since the Fund invests all of its investable assets in the
Portfolio, the value of the Fund's investable assets will be equal to the value
of its beneficial interest in the Portfolio.

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<PAGE>

using prices provided by pricing services which provide market prices to other
mutual funds or, as needed, by obtaining market quotations from independent
broker/dealers. Short-term money market securities maturing within 60 days are
valued on the amortized cost basis, which approximates market value. All assets
and liabilities initially expressed in terms of non-U.S. dollar currencies are
translated into U.S. dollars at the prevailing market rates as quoted by one or
more banks or dealers shortly before the close of the Exchange. Securities and
assets for which quotations are not readily available are valued at fair values
determined in good faith pursuant to consistently applied procedures established
by the trustees.

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

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

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<PAGE>

9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

TAX STATUS OF THE FUND AND THE PORTFOLIO

The Fund intends to meet the requirements of Subchapter M of the
Internal Revenue Code of 1986, as amended (the "Code") and to distribute to its
investors all or substantially all of its taxable income as defined in the Code.
If the Fund meets the Subchapter M requirements, it generally is not liable for
U.S. Federal income taxes to the extent its earnings are timely distributed.
Qualification as a regulated investment company ("RIC") under the Code does not,
however, involve any federal supervision of management or of the investment
practices or policies of the Fund. If the Fund distributes annually less than
98% of its income and gain, it may be subject to a nondeductible excise tax
equal to 4% of the shortfall.

The Trust anticipates that (1) the Portfolio will be treated for U.S.
Federal income tax purposes as a partnership, and (2) for purposes of
determining whether the Fund satisfies the income and diversification
requirements to maintain its status as a RIC, the Fund, as an investor in the
Portfolio, will be deemed to own a proportionate share of the Portfolio's assets
and will be deemed to be entitled to the Portfolio's income or loss attributable
to that share. The Portfolio has advised the Fund that it intends to conduct
its operations so as to enable its investors, including the Fund, to satisfy
those requirements.

TAXATION OF FUND DISTRIBUTIONS

Advice as to the tax status of each year's dividends and distributions
will be mailed annually to the shareholders of the Fund. Dividends paid by the
Fund from net investment income and distributions from the Fund's net short-term
capital gains in excess of any net long-term capital losses, whether received in
cash or reinvested, generally will be taxable as ordinary income. Distributions
received from the Fund designated as long-term capital gains (net of capital
losses), whether received in cash or reinvested, will be taxable as long-term
capital gains without regard to the length of time a shareholder has owned
shares in the Fund. Any loss on the redemption or other sale or exchange of the
Fund's shares held for six months or less will be treated as a long-term capital
loss to the extent of any long-term capital gain distribution received on the
shares. A portion of the dividends (but not capital gains distributions) paid
by the Fund may be eligible for the dividends received deduction for corporate
shareholders to the extent that the Fund's income consists of dividends paid by
United States corporations. If a shareholder is exempt from U.S. Federal income
tax, the shareholder will not generally be taxed on amounts distributed by the
Fund.

If the amount of the Fund's distributions for a taxable year exceeds
the Fund's tax earnings and profits available for

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<PAGE>

distribution, all or portion or the distributions may be treated as a return of
capital or as capital gains. In the event a distribution is treated as a return
of capital, the shareholder's basis in his or her Fund shares will be reduced to
the extent the distribution is so treated.

At certain levels of taxable income, the Code provides a preferential
tax rate for long-term capital gains. Long-term capital gains of taxpayers
other than corporations are taxed at a 28% maximum rate, whereas ordinary income
is taxed at a 39.6% maximum rate. Capital losses continue to be deductible only
against capital gains plus (in the case of taxpayers other than corporations)
$3,000 of ordinary income annually ($1,500 for married individuals filing
separately).

FOREIGN SOURCE INCOME

Income received by the Fund, directly or through the Portfolio, from
sources within foreign countries may be subject to withholding and other income
or similar taxes imposed by such countries. The U.S. has entered into tax
treaties with many foreign countries that, in some circumstances, may entitle
the Fund or the Portfolio to a reduced rate of tax or exemption from tax on such
income. If, directly or through the Portfolio, more than 50% in value of the
Fund's total assets at the close of its taxable year consists of securities of
foreign corporations, the Fund may elect to "pass-through" to its shareholders
the amount of foreign income taxes paid by the Fund and the foreign-source
character of the income received by the Fund. Under this election, each
shareholder will be required to include the shareholder's pro rata portion of
these foreign taxes in gross income, but will be able to deduct (as an itemized
deduction) or claim a foreign tax credit for such amount (subject to various
limitations).

Depending upon their particular tax circumstances, shareholders may be
unable to claim a full credit for their proportionate share of the foreign
income taxes passed through by the Fund. Further limitations as to the credit
or deduction of the foreign income taxes may apply for purposes of the
alternative minimum tax. If the election to pass through foreign income taxes
is not made, foreign taxes will be treated as an expense of the Fund, reducing
its investment company taxable income, and the distributions by the Fund will be
treated as United States source income.

OTHER TAX CONSIDERATIONS

The amount, timing and character of Fund income taxed to Fund
shareholders may be affected by certain special U.S. tax rules that may apply to
various investments of the Fund and the Portfolio, including the following:

CURRENCY TRANSACTIONS. On the disposition of foreign currency,
foreign currency denominated debt

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securities and certain financial contracts, forward contracts and
options, gains or losses attributable to currency fluctuations are
treated as ordinary gain or loss. These gains or losses, termed
"section 988" gains or losses, may increase, decrease or eliminate the
amount to be distributed to shareholders as ordinary income. If
section 988 losses exceed other net investment income during a taxable
year the Fund generally would not be able to make ordinary dividend
distributions, or distributions made before the losses were realized
would be recharacterized as return of capital to shareholders for U.S.
Federal income tax purposes (reducing each shareholder's basis in his
or her Fund shares) or as a capital gain. To minimize the risk of
such distributions, the Fund may adjust its dividends (if any) to take
currency fluctuations into account.

HEDGING TRANSACTIONS. On the disposition of certain contracts,
such as options, futures contracts and forward contracts (termed
"section 1256 contracts"), the resulting gains or losses generally are
considered 60% long-term and 40% short-term capital gains or losses,
regardless of the time the Fund or the Portfolio has held the
contract. However, foreign currency gains or losses (as discussed
above) arising from certain section 1256 contracts may be treated as
ordinary income or loss. In addition, section 1256 contracts held by
the Fund, directly or through the Portfolio, at the end of each
taxable year and on certain other dates prescribed by the tax laws are
"marked-to-market" such that unrealized gains or losses are treated as
though they were realized. Further, requirements relating to the
Fund's tax status as a regulated investment company may limit the
extent to which the Fund and the Portfolio will be able to engage in
transactions in such contracts.

Hedging transactions undertaken by the Fund and the Portfolio may
result in "straddles" for U.S. Federal income tax purposes, affecting
the character of gains (or losses) realized by the Fund. In addition,
losses realized by the Fund on straddle positions may be deferred.

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the Fund or the Portfolio may be eligible to elect one of two
alternative tax treatments with respect to PFIC shares which would
avoid the foregoing "excess distribution" taxes, but also may affect,
among other things, the amount and character of gain or loss and the
timing of the recognition of income with respect to PFIC shares.
Accordingly, the amounts, character and timing of income distributed
to shareholders of the Fund may differ substantially as compared to a
fund that did not invest in PFIC shares.

FOREIGN SHAREHOLDERS

Foreign shareholders of the Fund generally will be subject to a 30%
U.S. withholding tax on ordinary income dividends paid by the Fund. This
withholding may be reduced by an applicable tax treaty. Foreign shareholders
are urged to consult with their own tax advisors with respect to this
withholding tax and the other particular U.S. and foreign tax consequences to
them of an investment in the Fund.

The foregoing discussion relates only to U.S. Federal income tax law.
Ordinary income and capital gains dividends also may be subject to state and
local taxes, which may differ from the U.S. Federal treatment. Shareholders are
urged to consult with their tax advisors with respect to the particular tax
consequences to them of an investment in the Fund, including the application and
effect of state and local taxes.

10. SUSPENSION OF REDEMPTION RIGHTS

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

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<PAGE>

incur brokerage costs in converting the assets to cash. The method of valuing
securities used to make redemption in kind will be the same as the method of
valuing portfolio securities described under Section 8. Shareholders have the
ability to request in writing a review of the valuation of in-kind redemptions,
which will be considered by the trustees of the Trust within 90 days of such
written request.

11. TAX-SHELTERED RETIREMENT PLANS

The Fund offers a Profit-Sharing Plan, a Money Purchase Pension Plan,
an Individual Retirement Account and a 403(b) Custodial Account for adoption by
employers and individuals who wish to participate in such Plans by accumulating
shares of the Fund with tax-deductible dollars.

PROFIT-SHARING AND MONEY PURCHASE PENSION PLANS

Employers, self-employed individuals and partnerships may make tax-
deductible contributions to the tax-qualified retirement plans offered by the
Fund. All income and capital gains in the Plans are tax free until withdrawn.
The amounts that are deductible depend upon the type of Plan or Plans adopted.

If you, as an employer, self-employed person or partnership, adopt the
Profit-Sharing Plan, you may vary the amount of your contributions from year to
year and may elect to make no contribution at all for some years. If you adopt
the Money Purchase Pension Plan, you must commit yourself to make a contribution
each year according to a formula in the Plan that is based upon your and your
employees' compensation or earned income. By adopting both the Profit-Sharing
and the Money Purchase Pension Plan, you can increase the amount of
contributions that you may deduct in any one year.

If you wish to purchase shares of the Fund in conjunction with one or
both of these tax-qualified plans, you may use an Internal Revenue Service
approved prototype Trust Agreement and Retirement Plan available from the Fund.
IFTC serves as trustee of the Plan, for which it charges an annual trustee's fee
of $12 for each Berger or Berger/BIAM Fund or Cash Account Trust Money Market
Portfolio (discussed below) in which the participant's account is invested.
Contributions under the Plans are invested exclusively in shares of the Berger
and Berger/BIAM Funds or the Cash Account Trust Money Market Portfolios, which
are then held by the trustee under the terms of the Plans to create a retirement
fund in accordance with the tax code.

Distributions from the Profit-Sharing and Money Purchase Pension Plans
generally may not be made without penalty until the participant reaches age 59
1/2 and must begin no later than April 1 of the calendar year following the year
in which the participant attains age 70 1/2. Except for required distributions

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after age 70 1/2, periodic distributions over more than 10 years and the
distribution of any after-tax contributions, distributions are subject to 20%
U.S. Federal income tax withholding unless those distributions are rolled
directly to another qualified plan or an individual retirement account (IRA).
Participants may not be able to receive distributions immediately upon request
because of certain requirements under U.S. Federal tax law. Since distributions
which do not satisfy these requirements can result in adverse tax consequences,
consultation with an attorney or tax advisor regarding the Plans is recommended.

In order to receive the necessary materials to create a Profit-Sharing
or Money Purchase Pension Plan, please write to the Fund, c/o BBOI Worldwide,
P.O. Box 5005, Denver, Colorado 80217, or call 1-800-333-1001. Trustees for
401(k) or other existing plans interested in utilizing Fund shares as an
investment or investment alternative in their plans should contact the Fund at
1-800-333-1001.

INDIVIDUAL RETIREMENT ACCOUNT (IRA)

If you are an individual with compensation or earned income, whether
or not you are actively participating in an existing qualified retirement plan,
you can provide for your own retirement by adopting an IRA. Under an IRA, you
can contribute each year up to the lesser of 100% of your compensation or
$2,000. If you have a nonemployed spouse (or if your spouse elects to be
treated as having no compensation), you may make contributions totaling up to
$2,250 to two IRAs. If neither you nor your spouse are covered by an existing
qualified retirement plan, or if your income does not exceed certain amounts,
the amounts contributed to your IRA can be deducted for U.S. Federal income tax
purposes whether or not your deductions are itemized. If you or your spouse are
covered by an existing qualified retirement plan, and your income exceeds the
applicable amounts, your IRA contributions are not deductible for U.S. Federal
income tax purposes. However, whether your contributions are deductible or not,
the income and capital gains on your IRA are not taxed until the account is
distributed.

If you wish to create an IRA to invest in shares of the Fund, you may
use the Fund's IRA custodial agreement form which is an adaptation of the form
provided by the Internal Revenue Service. Under the IRA custodial agreement,
IFTC will serve as custodian, for which it will charge an annual custodian fee
of $12 per Berger or Berger/BIAM Fund or Cash Account Trust Money Market
Portfolio in which the IRA is invested.

Distributions from an IRA generally may not be made without penalty
until you reach age 59 1/2 and must begin no later than April 1 of the calendar
year following the year in which you attain age 70 1/2. Since distributions
which do not satisfy these requirements can result in adverse tax consequences,
consultation with an attorney or tax advisor is recommended.

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In order to receive the necessary materials to create an IRA account,
please write to the Fund, c/o BBOI Worldwide, P.O. Box 5005, Denver, Colorado
80217, or call 1-800-333-1001.

403(b) CUSTODIAL ACCOUNTS

If you are employed by a public school system or certain tax-exempt
organizations such as private schools, colleges, universities, hospitals,
religious and charitable or other nonprofit organizations, you may establish a
403(b) Custodial Account. Your employer must participate in the establishment
of the account.

Your employer will automatically deduct the amount you designate from
your gross salary and contribute it to your 403(b) Custodial Account. The
amount which you may contribute annually under a salary reduction agreement is
generally the lesser of $9,500 or your exclusion allowance, which is based upon
a specified formula. There is a $50 minimum investment in the 403(b) Custodial
Account. Contributions made to the account reduce the amount of your current
income subject to U.S. Federal income tax. U.S. Federal income tax is not paid
on your contribution until you begin making withdrawals. In addition, all
income and capital gains in the account are tax-free until withdrawn.

Withdrawals from your 403(b) Custodial Agreement may begin as soon as
you reach age 59-1/2 and must begin no later than April 1 of the year following
the calendar year in which you attain age 70 1/2. Except for required
distributions after age 70 1/2 and periodic distributions over more than 10
years, distributions are subject to 20% U.S. Federal income tax withholding
unless those distributions are rolled directly to another 403(b) account or
annuity or an individual retirement account (IRA). You may not be able to
receive distributions immediately upon request because of certain notice
requirements under U.S. Federal tax law. Since distributions which do not
satisfy these requirements can result in adverse tax consequences, consultation
with an attorney or tax advisor regarding the 403(b) Custodial Account is
recommended.

Individuals who wish to purchase shares of the Fund in conjunction
with a 403(b) Custodial Account may use a Custodian Account Agreement and
related forms available from the Fund. IFTC serves as custodian of the 403(b)
Custodial Account, for which it charges an annual custodian fee of $12 per
Berger and Berger/BIAM Fund in which the participant's account is invested.

In order to receive the necessary materials to create a 403(b)
Custodial Account, please write to the Fund, c/o BBOI Worldwide, P.O. Box 5005,
Denver, Colorado 80217, or call 1-800-333-1001.

-33-

<PAGE>

12. EXCHANGE PRIVILEGE AND SYSTEMATIC WITHDRAWAL PLAN

A shareholder who owns shares of the Fund worth at least $5,000 at the
current net asset value may establish a Systematic Withdrawal account from which
a fixed sum will be paid to the shareholder at regular intervals by the Fund.

To establish a Systematic Withdrawal account, the shareholder deposits
Fund shares with the Fund and appoints the Fund as agent to redeem shares in the
shareholder's account in order to make monthly, quarterly, semi-annual or annual
withdrawal payments to the shareholder of a fixed amount. The minimum
withdrawal payment is $50.00. These payments generally will be made on the 25th
day of each month.

Withdrawal payments are not yield or income on the shareholder's
investment, since portions of each payment will normally consist of a return of
the shareholder's investment. Depending on the size of the disbursements
requested and the fluctuation in value of the Fund, redemptions for the purpose
of making such disbursements may reduce or even exhaust the shareholder's
account.

The shareholder may vary the amount or frequency of withdrawal
payments, temporarily discontinue them, or change the designated payee or
payee's address, by notifying the Fund. The shareholder may, of course, make
additional deposits of Fund shares in the shareholder's account at any time.

Since redemption of shares to make withdrawal payments is a taxable
event, each investor should consult a tax advisor concerning proper tax
treatment of the redemption.

Any shareholder may exchange any or all of the shareholder's shares in
the Fund, subject to stated minimums, for shares of any of the publicly
available Berger Funds or Berger/BIAM Funds or for shares of the Money Market
Portfolio, the Government Securities Portfolio or the Tax-Exempt Portfolio of
the Cash Account Trust ("CAT Portfolios"), separately managed, unaffiliated
money market funds, without charge, after receiving a current prospectus of the
other Berger Fund, Berger/BIAM Fund or CAT Portfolio. The exchange privilege
with the CAT Portfolios does not constitute an offering or recommendation of the
shares of any such CAT Portfolio by the Fund or the Advisor or Sub-Advisor.
Exchanges into or out of the Fund are made at the net asset value per share next
determined after the exchange request is received. Each exchange represents the
sale of shares from one fund and the purchase of shares in another, which may
produce a gain or loss for U.S. Federal income tax purposes. An exchange of
shares may be made by written request directed to the Fund, in care of DST
Systems, Inc., via a personal computer through on-line service providers or
other on-line access points approved by the Fund, or simply by telephoning the
Fund at 1-800-551-5849. This privilege is revocable by the Fund, and is not
available in any state in which the shares of the Berger or Berger/BIAM Fund or

-34-

<PAGE>

CAT Portfolio being acquired in the exchange are not registered for sale.
Shareholders automatically have telephone and on-line privileges to authorize
exchanges unless they specifically decline this service in the account
application or in writing.

13. PERFORMANCE INFORMATION

The Prospectus contains a brief description of how total return is
calculated.

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

14. ADDITIONAL INFORMATION

BERGER/BIAM WORLDWIDE FUNDS TRUST AND THE FUND

The Trust is a Delaware business trust organized on May 31, 1996. The
Fund was established on May 31, 1996, as a series of the Trust. The Trust is
authorized to issue an unlimited number of shares of beneficial interest in
series or portfolios. Currently, the series comprising the Fund is one of three
series established under the Trust, although others may be added in the future.
The Trust is also authorized to establish multiple classes of shares
representing differing interests in an existing or new series.

-35-
<PAGE>

Act, it is believed that the limitation of liability of beneficial owners
provided by Delaware law should be respected. In those jurisdictions that have
not adopted similar legislative provisions, it is possible that a court might
hold that the shareholders of the Trust are not entitled to the limitations of
liability set forth in Delaware law or the Trust Instrument and, accordingly,
that they may be personally liable for the obligations of the Trust.

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

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

Shares of the Fund have no preemptive rights, and since the Fund has
only one class of securities there are no sinking funds or arrearage provisions
which may affect the rights of the Fund shares. Fund shares have no conversion
or subscription rights.

As of the date of this Statement of Additional Information, all of the
outstanding shares of the Fund were held by Berger Associates, Inc., a Delaware
corporation and controlling person of the Advisor, which provided the seed
capital necessary to establish the Trust.

BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST AND THE PORTFOLIO

Worldwide Portfolios is also a Delaware business trust organized on
May 31, 1996. The Portfolio was established on May 31, 1996, as a series of
Worldwide Portfolios. The Portfolio commenced operations upon the transfer to
the Portfolio of assets held in a pooled trust. See "Performance" in the
Prospectus for additional information on the asset transfer.

-36-
<PAGE>

Worldwide Portfolios is authorized to sell unlimited interests in
series or portfolios. Currently, the series comprising the Portfolio is the
only series established under Worldwide Portfolios, although others may be added
in the future. The Delaware law information set forth above with respect to the
Trust also applies to Worldwide Portfolios and investors in the Portfolio.

Each investor in the Portfolio, including the Fund, is entitled to a
vote in proportion to the amount of its investment in the Portfolio. Whenever
the Fund is requested to vote as an investor in the Portfolio on matters
pertaining to the Portfolio (other than a vote by the Fund to continue the
operation of the Portfolio upon the withdrawal of another investor in the
Portfolio), the Fund will hold a meeting of its shareholders and will cast all
of its votes as an investor in the Portfolio in the same proportion as directed
by the votes of the Fund's shareholders. Fund shareholders who do not vote will
not affect the votes cast by the Fund at the meeting of the Portfolio investors.
The percentage of the votes representing the Fund's shareholders who do not vote
will be voted by the Fund in the same proportion as the Fund's shareholders who
do, in fact, vote.

DISTRIBUTION

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

The Trust, on behalf of the Fund, and the Distributor are parties to a
Distribution Agreement that continues for two years from its date of execution
and thereafter from year to year if such continuation is specifically approved
at least annually by the trustees or by vote of a majority of the outstanding
shares of the Fund and in either case by vote of a majority of the trustees of
the Trust who are not "interested persons" (as that term is defined in the
Investment Company Act of 1940) of the Trust or the Distributor. The
Distribution Agreement is subject to termination by the Fund or the Distributor
on not more than 60 days' nor less than 30 days' prior written notice, and
terminates automatically in the event of its assignment. Under the Distribution
Agreement, the Distributor continuously offers the Fund's shares and solicits
orders to purchase Fund shares at net asset value.

-37-
<PAGE>

OTHER INFORMATION

Davis, Graham & Stubbs LLP, 370 Seventeenth Street, Denver, Colorado,
has acted as counsel for the Trust and the Fund. Dechert Price & Rhoads, 1500 K
Street, N.W., Washington, DC, has acted as special counsel for the Trust and the
Fund.

Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, has
been appointed to act as independent accountants for the Fund and the Portfolio
for the fiscal year ended July 31, 1997.

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

FINANCIAL STATEMENTS

The following financial statements appear attached to the end of this
Statement of Additional Information:

For Berger/BIAM International Fund:

Report of the Independent Accountants, dated October 7, 1996

Statement of Assets and Liabilities of the Berger/BIAM International Fund,
as of October 4, 1996

Notes to Statement of Assets and Liabilities, dated October 4, 1996

Statement of Assets and Liabilities of the Berger/BIAM International
Fund, as of October 11, 1996 (unaudited)

Notes to Statement of Assets and Liabilities, dated October 11, 1996
(unaudited)

For Berger/BIAM International Portfolio:

Report of the Independent Accountants, dated October 7, 1996

Statement of Assets and Liabilities of the Berger/BIAM International
Portfolio, as of October 4, 1996

Notes to Statement of Assets and Liabilities, dated October 4, 1996

Statement of Assets and Liabilities of the Berger/BIAM International
Portfolio, as of October 11, 1996

Notes to Statement of Assets and Liabilities, dated October 11, 1996
(unaudited)

-38-

<PAGE>

APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

The Portfolio may purchase securities which are convertible into common
stock when the Portfolio's Sub-Advisor believes they offer the potential for a
higher total return than nonconvertible securities. While fixed income
securities generally have a priority claim on a corporation's assets over that
of common stock, some of the convertible securities which the Portfolio may hold
are high-yield/high-risk securities that are subject to special risks, including
the risk of default in interest or principal payments which could result in a
loss of income to the Portfolio or a decline in the market value of the
securities. Convertible securities often display a degree of market price
volatility that is comparable to common stocks.

Specifically, corporate debt securities which are below investment grade
(securities rated Ba or lower by Moody's or BB or lower by Standard & Poor's)
and unrated securities which the Portfolio may purchase and hold are subject to
a higher risk of non-payment of principal or interest, or both, than higher
grade debt securities. Generally speaking, the lower the quality of a debt
security (which may be reflected in its Moody's and/or Standard & Poor's
ratings), the higher the yield it will provide, but the greater the risk that
interest or principal payments will not be made when due. Thus, the lower the
grade of a security, the more speculative characteristics it generally has.
Information about the ratings of Moody's and Standard & Poor's, and the
investment risks associated with the various ratings, is set forth below.

The market prices of these lower grade convertible securities are generally
less sensitive to interest rate changes than higher-rated investments, but more
sensitive to economic changes or individual corporate developments. Periods of
economic uncertainty and change can be expected to result in volatility of
prices of these securities. Lower rated securities also may have less liquid
markets than higher rated securities, and their liquidity as well as their value
may be adversely affected by poor economic conditions. Adverse publicity and
investor perceptions as well as new or proposed laws may also have a negative
impact on the market for high-yield/high-risk bonds.

CORPORATE BOND RATINGS

The ratings of fixed-income securities by Moody's and Standard & Poor's are
a generally accepted measurement of credit risk. However, they are subject to
certain limitations. Ratings are generally based upon historical events and do
not necessarily reflect the future. In addition, there is a period of time
between the issuance of a rating and the update of the rating, during which time
a published rating may be inaccurate.

-39-

<PAGE>

KEY TO MOODY'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

-40-

<PAGE>

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

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

KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

-41-
<PAGE>

Report of Independent Accountants

To the Investors and Trustees of
Berger/BIAM International Fund

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of Berger/BIAM
International Fund (one of three funds comprising Berger/BIAM Worldwide Funds
Trust, hereafter referred to as the "Fund") at October 4, 1996, in conformity
with generally accepted accounting principles. This financial statement is the
responsibility of the Fund's management; our responsibility is to express an
opinion on this financial statement in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our audit provides a
reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
Denver, Colorado
October 7, 1996

F-1

<PAGE>

BERGER/BIAM INTERNATIONAL FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 4, 1996

Assets

Cash $ 10,000
---------
Total Assets 10,000
---------

Liabilities
Total Liabilities 0
---------

Net Assets $ 10,000
---------
---------

Net Asset Value per share (1,000 shares of beneficial interest
outstanding; unlimited authorized shares of beneficial interest
of $0.01 par value). Offering and Redemption Price Per Share $ 10.00
---------
---------

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The Berger/BIAM International Fund (the "Fund") is a series of the Berger/BIAM
Worldwide Funds Trust, a Delaware business trust (the "Trust") organized on
May 31, 1996, and has been inactive since that date except for matters relating
to its organization and registration as an investment company under the
Investment Company Act of 1940, as amended, and the sale of 1,000 shares of the
Fund to Berger Associates, Inc. ("Berger"), which currently owns 100% of BBOI
Worldwide LLC ("BBOI"), the administrator of the Fund.

The Fund will invest all of its investable assets in the Berger/BIAM
International Portfolio (the "Portfolio"), a series of the Berger/BIAM Worldwide
Portfolios Trust. The Portfolio is an open-end management investment company
and has the same investment objectives and policies as the Fund. As an investor
in the Portfolio, the Fund is allocated and bears indirectly its pro rata share
of the aggregate annual operating expenses of the Portfolio including the
investment advisory fee, custodian fees, auditor's fees, transfer agent,
recordkeeping and pricing agent fees.

All costs in organizing the Trust were paid by Berger.

F-2

<PAGE>

BERGER/BIAM INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENT (CONTINUED)
OCTOBER 4, 1996

NOTE 2 - AGREEMENTS

Under an Administrative Services Agreement, the Fund pays BBOI a fee at an
annual rate equal to the lesser of 0.45% of its average daily net assets or
BBOI's annual cost to provide or procure administrative services plus 0.02% of
the Fund's average daily net assets. Under that Agreement, BBOI is responsible,
at its expense, for providing or procuring 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, printing and mailing to
shareholders of prospectuses and other required communications and certain other
administrative services.

The Fund has adopted a Rule 12b-1 plan (the "Plan") pursuant to Rule 12b-1 under
the Investment Company Act of 1940, as amended, which permits the Fund to pay
certain costs for the distribution of its own shares. The Plan provides for the
payment to Berger of a 12b-1 fee of 0.25% per annum of the Fund's average daily
net assets to finance activities primarily intended to result in the sale of
Fund shares.

NOTE 3 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

F-3
<PAGE>

BERGER/BIAM INTERNATIONAL FUND
STATEMENT OF ASSETS AND LIABILITIES - UNAUDITED
OCTOBER 11, 1996

Assets

Cash $10,000
-------
Total Assets 10,000
-------
Liabilities
Total Liabilities 0
-------
Net Assets $10,000
-------
-------

Net Asset Value, Offering and Redemption Price Per Share
(1,000 shares of beneficial interest outstanding; unlimited
authorized shares of beneficial interest of $0.01 par value) $ 10.00
-------
-------
NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The Berger/BIAM International Fund (the "Fund") is a series of the
Berger/BIAM Worldwide Funds Trust, a Delaware business trust (the "Trust")
organized on May 31, 1996, and has been inactive since that date except for
matters relating to its organization and registration as an investment
company under the Investment Company Act of 1940, as amended, and the sale of
1,000 shares of the Fund to Berger Associates, Inc. ("Berger"), which
currently owns 100% of BBOI Worldwide LLC ("BBOI"), the administrator of the
Fund.

The Fund will invest all of its investable assets in the Berger/BIAM
International Portfolio (the "Portfolio"), a series of the Berger/BIAM
Worldwide Portfolios Trust. The Portfolio is an open-end management
investment company and has the same investment objective and policies as the
Fund. As an investor in the Portfolio, the Fund is allocated and bears
indirectly its pro rata share of the aggregate annual operating expenses of
the Portfolio including the investment advisory fee, custodian fees,
auditor's fees, transfer agent, recordkeeping and pricing agent fees.

All costs in organizing the Trust were paid by Berger.

F-4

<PAGE>

BERGER/BIAM INTERNATIONAL FUND
NOTES TO FINANCIAL STATEMENT - UNAUDITED (CONTINUED)
OCTOBER 11, 1996

NOTE 2 - AGREEMENTS

Under an Administrative Services Agreement, the Fund pays BBOI a fee at an
annual rate equal to the lesser of 0.45% of its average daily net assets or
BBOI's annual cost to provide or procure administrative services plus 0.02%
of the Fund's average daily net assets. Under that Agreement, BBOI is
responsible, at its expense, for providing or procuring 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 services.

NOTE 3 - INVESTMENT VALUATION

The price of the Fund's shares is based on the net asset value of the Fund,
which is determined at the close of the regular trading session of the New
York Stock Exchange (the "Exchange") (normally 4:00 p.m., New York time) each
day that the Exchange is open. The per share net asset value of the Fund is
determined by dividing the total value of its assets, less liabilities, by
the total number of shares outstanding. Since the Fund will invest all of
its investable assets in the Portfolio, the value of the Fund's investable
assets will be equal to the value of its beneficial interest in the
Portfolio. Valuation of securities by the Portfolio is discussed in Note 2 of
the Portfolio's Notes to Financial Statement which accompany this Financial
Statement for the Fund.

NOTE 4 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

F-5

<PAGE>

Report of Independent Accountants

To the Investors and Trustees of
Berger/BIAM International Portfolio

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of Berger/BIAM
International Portfolio (the sole portfolio comprising Berger/BIAM Worldwide
Portfolios Trust, hereafter referred to as the "Portfolio") at October 4, 1996,
in conformity with generally accepted accounting principles. This financial
statement is the responsibility of the Portfolio's management; our
responsibility is to express an opinion on this financial statement in
accordance with generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statement, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP
Denver, Colorado
October 7, 1996 (except as to Note 5,
which is as of October 14, 1996)

F-6

<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 4, 1996

Assets

Cash $ 100,000
----------
Total Assets 100,000
----------

Liabilities
Total Liabilities 0
----------

Net Assets $ 100,000
----------
----------

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

All costs in organizing the Trust were paid by Berger Associates, Inc.
("Berger"), which currently owns 100% of BBOI Worldwide LLC ("BBOI"), the
investment advisor to the Portfolio.

NOTE 2 - INVESTMENT VALUATION

The Portfolio's securities and other assets are valued at the close of the
regular trading session of the New York Stock Exchange (the "Exchange")
(normally 4:00 p.m. New York time) each day the Exchange is open. The value of
an investor's beneficial interest in the Portfolio is equal to the product of
(i) the aggregate net asset value of the Portfolio, effective for that day,
multiplied by (ii) the percentage representing that investor's share of the
aggregate beneficial interest in the Portfolio, effective for that day.

F-7
<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
NOTES TO FINANCIAL STATEMENT (CONTINUED)
OCTOBER 4, 1996

NOTE 3 - AGREEMENTS

The Portfolio has entered into an Investment Advisory Agreement with BBOI, under
which BBOI is responsible for providing investment advisory and related
administrative services to the Portfolio. Pursuant to the Investment Advisory
Agreement, BBOI has delegated day-to-day management of the Portfolio to Bank of
Ireland Asset Management (U.S.) Limited ("BIAM"), and has delegated certain
administrative duties to Berger.

The Portfolio pays no fees directly to Berger or BIAM.

NOTE 4 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

NOTE 5 - SUBSEQUENT EVENT

On October 11, 1996, the Portfolio issued additional beneficial interest to
the Berger/BIAM International Institutional Fund in exchange for portfolio
assets with an aggregate value of $4,481,609 which were transferred from the
First International Equity Fund of the NH Pooled Employee Benefit Trust (the
"Pooled Trust") of Citizens Bank New Hampshire ("Citizens NH") to the
Berger/BIAM International Institutional Fund and, in turn, transferred to the
Portfolio. Citizens NH is an affiliate of BIAM, which was the investment
sub-advisor to the Pooled Trust and is the investment sub-advisor to the
Portfolio.

F-8
<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO

SCHEDULE OF INVESTMENTS
(Unaudited)

OCTOBER 11, 1996

Industry
Code Shares Market Value
-------- ------ ------------
AUSTRALIA (11.2%)
Broken Hill Proprietary RS 8,720 $112,639
National Australia Bank FS 18,000 192,408
News Corporation MD 23,380 131,700
Western Mining CP. RS 12,550 76,248
--------
512,995
--------
GERMANY (1.2%)
Mannesmann EE 141 53,287
--------
HONG KONG (1.2%)
HSBC Holdings FS 2,800 53,413
--------
INDONESIA (6.3%)
Hero Supermarket RE 12,800 8,548
PT Indocement Tunggal IP 24,000 38,776
Mayora Indah FO 33,000 14,218
Gudang Garam TO 21,000 82,561
HM Sampoerna TO 13,000 109,780
Pt Telekomunikasi TE 23,000 35,179
--------
289,062
--------
IRELAND (2.1%)
Allied Irish Banks FS 5,450 32,591
Smurfit (Jefferson) Group PP 23,800 64,275
--------
96,866
--------
JAPAN (2.7%)
Canon RE 6,000 121,022
--------

See notes to financial statement.

F-9

<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO

SCHEDULE OF INVESTMENTS
(Unaudited)

OCTOBER 11, 1996

Industry
Code Shares Market Value
-------- ------ ------------
MALAYSIA (6.2%)
Sime Darby CN 29,400 $ 99,165
Hume Industries IP 9,000 52,091
United Engineers IP 10,000 77,838
DCB Holdings FS 16,000 57,162
--------
286,256
--------
MEXICO (1.5%)
Grupo Financiero Banamex-B FS 28,520 68,300
--------
NETHERLANDS (2.7%)
International Nederlanden Gr. FS 1,502 48,127
Royal Dutch Petroleum UT 200 32,368
Nutricia Ver Bedrijven FO 315 43,914
--------
124,409
--------
PHILIPPINES (0.8%)
San Miguel FD 11,000 36,221
--------
SINGAPORE (9.5%)
Development Bank Singapore FS 11,412 99,680
City Developments IP 13,000 128,825
Fraser and Neave FD 8,600 85,482
Singapore Press Holdings MD 7,400 122,414
--------
436,401
--------
SWITZERLAND (1.4%)
Ciba Geigy HC 51 66,006
--------
THAILAND (3.0%)
Bangkok Bank FS 8,100 82,734
Thai Farmers Bank FS 7,200 56,570
Thai Farmers Bank - Warrants FS 900 -0-
--------
139,304
--------
See notes to financial statement.

F-10
<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO

SCHEDULE OF INVESTMENTS
(Unaudited)

OCTOBER 11, 1996

Industry
Code Shares Market Value
-------- ------ ------------
UNITED KINGDOM (3.6%)
Siebe EE 3,191 $ 48,384
Barclays Bank FS 4,500 67,805
Zeneca Group HC 1,850 47,683
----------
163,872
----------
TOTAL INVESTMENTS, at value (Cost, $1,880,737) (53.4%) 2,447,414

OTHER ASSETS, NET OF LIABILITIES (46.6%) 2,134,195
----------

NET ASSETS (100.0%) $4,581,609
----------
----------
- -------------------------------------
INDUSTRY CODES
CN = Conglomerates
EE = Electrical/Engineering
FD = Food and Drinks
FO = Food Manufacturing
FS = Financials
HC = Healthcare
IP = Infrastructure/Property
MD = Media
PP = Paper, Packaging & Printing
RE = Retailer/Consumer Goods
RS = Resources
TE = Telecommunications
TO = Tobacco
UT = Utilities
- -------------------------------------

See notes to financial statement.

F-11
<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES - UNAUDITED
OCTOBER 11, 1996

Assets
Investments, at value (Cost, $1,880,737) $2,447,414
Cash 2,134,195
----------
Total Assets 4,581,609
----------
Liabilities
Total Liabilities 0
----------
Net Assets $4,581,609
----------
----------
NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The Berger/BIAM International Portfolio (the "Portfolio") is a series of the
Berger/BIAM Worldwide Portfolios Trust (the "Trust"), a business trust
organized under the laws of the State of Delaware on May 31, 1996, and has
been inactive since that date except for matters relating to its organization
and registration as an investment company under the Investment Company Act of
1940, as amended, the sales of beneficial interests in the Portfolio in the
respective amounts of $70,000 and $30,000 to the Berger/BIAM International
CORE Fund and to the Berger/BIAM International Institutional Fund, and the
sale of additional beneficial interest to the Berger/BIAM International
Institutional Fund in exchange for $4,481,609 in portfolio assets, at value,
in connection with the conversion of the First International Equity Fund of
the NH Pooled Employee Benefit Trust (the "Pooled Trust") (see Note 5). Each
of the Berger/BIAM International CORE Fund and Berger/BIAM International
Institutional Fund are series of the Berger/BIAM Worldwide Funds Trust.

All costs in organizing the Trust were paid by Berger Associates, Inc.
("Berger"), which currently owns 100% of BBOI Worldwide LLC ("BBOI"), the
investment advisor to the Portfolio.

NOTE 2 - INVESTMENT VALUATION

The Portfolio's securities and other assets are valued at the close of the
regular trading session of the New York Stock Exchange (the "Exchange")
(normally 4:00 p.m. New York time) each day the Exchange is open. The
Portfolio's securities and other assets are valued as follows: securities
listed or traded primarily on national exchanges, The Nasdaq Stock Market and
foreign exchanges are valued at the last sale price on such markets, or, if
such a price is lacking for the trading period

F-12
<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
NOTES TO FINANCIAL STATEMENT - UNAUDITED (CONTINUED)
OCTOBER 11, 1996

NOTE 2 - INVESTMENT VALUATION (CON'T)

immediately preceding the time of determination, such securities are valued
at the mean of their current bid and asked prices. Securities that are
traded in the over-the-counter market are valued at the mean between their
current bid and asked prices. Short-term money market securities maturing
within sixty days are valued on the amortized cost basis, which approximates
market value. All assets and liabilities initially expressed in terms of
non-U.S. dollar currencies are translated into U.S. dollars at the prevailing
market rates as quoted by one or more banks or dealers shortly before the
close of the Exchange. Securities and assets for which quotations are not
readily available are valued at fair values determined in good faith pursuant
to consistently applied procedures established by the Trustees.

The value of an investor's beneficial interest in the Portfolio is equal to
the product of (i) the aggregate net asset value of the Portfolio, effective
for that day, multiplied by (ii) the percentage representing that investor's
share of the aggregate beneficial interest in the Portfolio, effective for
that day.

NOTE 3 - AGREEMENTS

The Portfolio has entered into an Investment Advisory Agreement with BBOI,
under which BBOI is responsible for providing investment advisory and related
administrative services to the Portfolio. Pursuant to the Investment
Advisory Agreement, BBOI has delegated day-to-day management of the Portfolio
to Bank of Ireland Asset Management (U.S.) Limited ("BIAM"), and has
delegated certain administrative duties to Berger.

The Portfolio pays no fees directly to Berger or BIAM.

NOTE 4 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

NOTE 5 - CONVERSION OF POOLED TRUST

On October 11, 1996, the Portfolio sold additional beneficial interest to the
Berger/BIAM International Institutional Fund in exchange for portfolio assets
with an aggregate value of $4,481,609 which were transferred from the Pooled
Trust of Citizens Bank New Hampshire ("Citizens NH") to the Berger/BIAM
International Institutional Fund and, in turn, transferred to the Portfolio.
Citizens NH is an affiliate of BIAM, which was the investment sub-advisor to
the Pooled Trust and is the investment sub-advisor to the Portfolio.

F-13

<PAGE>

BERGER/BIAM INTERNATIONAL INSTITUTIONAL FUND

STATEMENT OF ADDITIONAL INFORMATION

SHAREHOLDER SERVICES: 1-800-551-5849

This Statement of Additional Information about the Berger/BIAM
International Institutional Fund (the "Fund"), a series of the Berger/BIAM
Worldwide Funds Trust (the "Trust"), is not a prospectus. It should be read in
conjunction with the Prospectus describing the Fund, dated October 15, 1996,
which may be obtained by writing the Fund at P.O. Box 5005, Denver, Colorado
80217, or calling 1-800-706-0539. The Fund is a no-load mutual fund.

The investment objective of the Fund is long-term capital
appreciation. The Fund seeks to achieve this objective by investing all of its
investable assets in the Berger/BIAM International Portfolio (the "Portfolio")
which, in turn, invests primarily in common stocks of well established companies
located outside the United States. A company will be considered to be located
outside the United States if 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
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.

October 15, 1996

<PAGE>

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

Cross-References to
Related Disclosures
TABLE OF CONTENTS in Prospectus
----------------- --------------------

Introduction Section 2

1. Investment Policies Section 2, 3, 4

2. Investment Restrictions Section 3

3. Management of the Fund Section 6

4. Investment Advisor and Sub-Advisor Section 6

5. Expenses of the Fund Section 6, 7

6. Brokerage Policy Section 6, 7

7. Purchase of Shares Section 8

8. Net Asset Value Section 9

9. Income Dividends, Capital Gains Section 14
Distributions and Tax Treatment

10. Suspension of Redemption Rights Section 11

11. Tax-Sheltered Retirement Plans Section 13

12. Special Purchase and Exchange Plans Section 12, 13

13. Performance Information Section 16

14. Additional Information Section 15

Financial Statements

-i-

<PAGE>

INTRODUCTION

The Berger/BIAM International Institutional Fund is a mutual fund, or
open-end, diversified management investment company. The investment objective
of the Fund is long-term capital appreciation. This is also the investment
objective of the Portfolio in which the Fund invests all of its investable
assets. Current income is not an investment objective of the Fund and any
income produced will be only of secondary importance as a by-product of the
investment selection process used to achieve the Fund's objective.

1. INVESTMENT POLICIES

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<PAGE>

trustees of Worldwide Portfolios, in consultation with the Sub-Advisor, will
determine what action, if any, is appropriate in light of all relevant
circumstances.

The use of repurchase agreements involves certain risks. For example,
if the other party to the agreement defaults on its obligation to repurchase the
underlying security at a time

-2-

<PAGE>

-3-

<PAGE>

-4-

<PAGE>

Any utilization of forwards or any other hedging technique (investing,
for example, in futures or options) is

-5-

<PAGE>

-6-

<PAGE>

-7-

<PAGE>

2. INVESTMENT RESTRICTIONS

-8-

<PAGE>

The following fundamental restrictions apply to the Portfolio. The
Portfolio may not:

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

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

The trustees have adopted additional non-fundamental investment
restrictions for the Portfolio. These limitations may

-9-

<PAGE>

be changed by the trustees without a shareholder vote. The non-fundamental
investment restrictions include the following:

5. The Portfolio may not invest in companies for the purposes of
exercising control of management.

9. The Portfolio may not purchase or sell any interest in an oil,
gas or mineral development or exploration

-10-

<PAGE>

3. MANAGEMENT OF THE FUND

* GERARD M. LAVIN, 210 University Boulevard, Suite 900, Denver, CO 80206,
age 53. President and a trustee of Berger/BIAM Worldwide Portfolios
Trust and Berger/BIAM Worldwide Funds Trust since their inception in
May 1996. President and a trustee of Berger Institutional Products
Trust since its inception in October 1995. President and a director
since April 1995 of Berger Associates, Inc. A Vice President of DST
Systems, Inc. (data processing) since July 1995. Director of First of
Michigan Capital Corp. (holding company) and First of Michigan Corp.
(broker-dealer) since March 1995. Formerly President and Chief
Executive Officer of Investors Fiduciary Trust Company (banking) from
February 1992 to March 1995 and Chief Operating Officer of SUNAMERICA
Asset Management Co. (money management) from January 1990 to February
1992.

DENNIS E. BALDWIN, 3481 South Race Street, Englewood, CO 80110, age 67.
President, Baldwin Financial Counseling. Formerly (1978-1990), Vice
President and Denver Office Manager of Merrill Lynch Capital Markets.
Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust and Berger/BIAM
Worldwide Portfolios Trust.

* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900, Denver, CO
80206, age 70. Director and, formerly,

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<PAGE>

President (1974-1994) of Berger 100 Fund and Berger Growth and
Income Fund. Trustee of Berger Investment Portfolio Trust since
its inception in August 1993 (Chairman of the Trustees through
November 1994). Trustee of Berger Institutional Products Trust
since its inception in October 1995. Trustee of Berger/BIAM
Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust since their inception in May 1996. Chairman (since 1994)
and a Director (since 1973) and, formerly, President (1973-1994)
of Berger Associates, Inc.

LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, age 70. President,
Climate Engineering, Inc. (building environmental systems). Director
of Berger 100 Fund and Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust, Berger Institutional Products
Trust, Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust.

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age 51.
President, Cattanach & Associates, Ltd. (investment consulting firm).
Formerly (1981-1988), Executive Vice President, Captiva Corporation,
Denver, Colorado (private investment management firm). Ph.D. in
Finance (Arizona State University); Chartered Financial Analyst (CFA).
Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust and Berger/BIAM
Worldwide Portfolios Trust.

LUCY BLACK CREIGHTON, 1917 Leyden Street, Denver, CO 80220, age 68.
Associate, University College, University of Denver. Formerly,
President of the Colorado State Board of Land Commissioners (1989-
1995), and Vice President and Economist (1983-1988) and Consulting
Economist (1989) for First Interstate Bank of Denver. Ph.D. in
Economics (Harvard University). Director of Berger 100 Fund and
Berger Growth and Income Fund. Trustee of Berger Investment Portfolio
Trust, Berger Institutional Products Trust, Berger/BIAM Worldwide
Funds Trust and Berger/BIAM Worldwide Portfolios Trust.

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago, IL 60602, age
50. Since 1991, Director, Chairman, President and Chief Executive
Officer of Catalyst Institute (international public policy research
organization focused primarily on financial markets and institutions)
and Catalyst Consulting (international financial institutions business
consulting firm). Formerly (1988-1991), Director, President and Chief
Executive Officer of Kessler Asher Group (brokerage, clearing and
trading firm). Director of Berger 100 Fund and Berger Growth and
Income Fund. Trustee of Berger Investment Portfolio Trust, Berger
Institutional Products Trust, Berger/BIAM Worldwide Funds Trust and
Berger/BIAM Worldwide Portfolios Trust.

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<PAGE>

HARRY T. LEWIS, JR., 370 17th Street, Suite 3560, Denver, CO 80202, age
63. Self-employed as a private investor. Formerly (1981-1988),
Senior Vice President, Rocky Mountain Region, of Dain Bosworth
Incorporated and member of that firm's Management Committee. Director
of Berger 100 Fund and Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust, Berger Institutional Products
Trust, Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust.

MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman, MT 59717,
age 59. Since 1994, Dean, and since 1989, a member of the Finance
faculty, of the College of Business, Montana State University. Self-
employed as a financial and management consultant, and in real estate
development. Formerly (1976-1989), Chairman and Chief Executive
Officer of Royal Gold, Inc. (mining). Chairman of the Board of Berger
100 Fund and Berger Growth and Income Fund. Chairman of the Trustees
of Berger Investment Portfolio Trust, Berger Institutional Products
Trust, Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust.

* CRAIG D. CLOYED, 210 University Boulevard, Suite 900, Denver, CO 80206, age
50. Vice President of Berger/BIAM Worldwide Funds Trust and
Berger/BIAM Worldwide Portfolios Trust since their inception in May
1996. Also, Vice President and Chief Marketing Officer of Berger
Associates, Inc., since August 1995, and President, CEO and a director
of Berger Distributors, Inc., since its inception in May 1996.
Formerly (September 1989 to August 1995), Senior Vice President of
INVESCO Funds Group (mutual funds).

* KEVIN R. FAY, 210 University Boulevard, Suite 900, Denver, CO 80206, age
40. Vice President, Secretary and Treasurer of Berger 100 Fund and
Berger Growth and Income Fund since October 1991, of Berger Investment
Portfolio Trust since its inception in August 1993, of Berger
Institutional Products Trust since its inception in October 1995 and
of Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust since their inception in May 1996. Also, Vice
President-Finance and Administration, Secretary and Treasurer of
Berger Associates, Inc., since September 1991, and a director of
Berger Distributors, Inc., since its inception in May 1996. Formerly,
Financial Consultant (registered representative) with Neidiger Tucker
Bruner, Inc. (broker-dealer) (October 1989 to September 1991) and

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<PAGE>

Financial Consultant with Merrill Lynch, Pierce, Fenner & Smith, Inc.
(October 1985 to October 1989).
- ---------------

* Interested person (as defined in the Investment Company Act of 1940) of the
Fund and of the Portfolio's Advisor or Sub-Advisor.

TRUSTEE COMPENSATION

-14-

<PAGE>

NAME AND POSITION WITH AGGREGATE AGGREGATE
BERGER AND BERGER/BIAM COMPENSATION COMPENSATION
FUNDS FROM FROM
THE FUND(1) ALL BERGER
AND
BERGER/BIAM
FUNDS(2)
- ----------------------------------------------------------------------
Dennis E. Baldwin(3) $82 $41,083
William M.B. Berger(3),(5) $0 $0
Louis R. Bindner(3) $70 $34,965
Katherine A. Cattanach(3) $79 $39,657
Lucy Black Creighton(3) $67 $33,602
Paul R. Knapp(3) $90 $44,919
Gerard M. Lavin(4),(5) $0 $0
Harry T. Lewis(3) $77 $38,357
Michael Owen(3) $101 $50,720
William Sinclaire(3) $67 $33,697

(1) Comprised of the portion of the estimated trustee compensation to be paid
by Worldwide Portfolios to its trustees and allocated to the Fund.

(4) Trustee of Berger Institutional Products Trust, Berger/BIAM Worldwide Funds
Trust and Berger/BIAM Worldwide Portfolios Trust.

(5) Interested person of the Berger/BIAM Worldwide Funds Trust and/or the
Portfolio's Advisor or Sub-Advisor.

-15-

<PAGE>

fees under the plan is a general obligation of Worldwide Portfolios.

As of the date of this Statement of Additional Information, the
officers and trustees of the Trust as a group owned of record or beneficially no
shares of the Berger/BIAM International Institutional Fund.

4. INVESTMENT ADVISOR AND SUB-ADVISOR

INVESTMENT ADVISOR

SUB-ADVISOR

-16-

<PAGE>

INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT

Under the Investment Advisory Agreement between the Advisor and
Berger/BIAM Worldwide Portfolios Trust with respect to the Portfolio, the
Advisor oversees, evaluates and monitors the investment advisory services
provided to the Portfolio by the Sub-Advisor and is responsible for
furnishing general business management and administrative services to the
Portfolio. Under the Investment Advisory Agreement for the Portfolio, the
Advisor is compensated for its services to the Portfolio by the payment of a
fee at the annual rate of 0.90% of the average daily net assets of the
Portfolio. The Fund bears a pro rata portion of the fee paid by the
Portfolio to the Advisor.

The Sub-Advisory Agreement will continue in effect until April 1998,
and thereafter from year to year if such

-17-

<PAGE>

TRADE ALLOCATIONS

RESTRICTIONS ON PERSONAL TRADING

-18-

<PAGE>

5. EXPENSES OF THE FUND

-19-

<PAGE>

SERVICE ARRANGEMENTS FOR THE FUND

-20-

<PAGE>

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, 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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<PAGE>

the Advisor under the Administrative Services Agreement. Investors Fiduciary
Trust Company ("IFTC"), 127 W. 10th Street, Kansas City, MO 64105, has been
appointed to provide recordkeeping and pricing services to the Fund, including
calculating the daily net asset value of the Fund, and to perform certain
accounting and recordkeeping functions that it requires. In addition, IFTC has
been appointed to serve as the Fund's custodian, transfer agent and dividend
disbursing agent. IFTC has engaged DST Systems, Inc. ("DST"), P.O. Box 419958,
Kansas City, MO 64141, as sub-transfer agent to provide transfer agency and
dividend disbursing services for the Fund. 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
engaged State Street Bank and Trust Company ("State Street"), P.O. Box 351,
Boston, MA 02101, 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

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<PAGE>

otherwise be obligated to pay. No portion of the commission is retained by
DSTS.

DISTRIBUTOR

6. BROKERAGE POLICY

The research services received from brokers could be helpful to the
Sub-Advisor in performing its investment advisory

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<PAGE>

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

7. PURCHASE OF SHARES

Minimum Initial Investment $100,000.00

Shares in the Fund may be purchased at the relevant net asset value
without a sales charge. The minimum initial investment for shares of the Fund
is $100,000. To purchase shares in the Fund, simply complete the application
form enclosed with the Prospectus and mail it to the Fund in care of DST
Systems, Inc., the Fund's transfer agent, as follows:

Berger Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141

Payment for shares purchased may be made by wire, electronic funds
transfer or mail. All purchase orders are effected at the relevant net asset
value 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, subtransfer 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

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<PAGE>

effected at the net asset value determined on the next business day.

Additional investments may be made at any time by telephone or by mail
at the relevant net asset value by calling or writing the Fund and making
payment by wire or electronic funds transfer as outlined above.

In addition, Fund shares may be purchased 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.

8. NET ASSET VALUE

The net asset value of the Fund is determined once daily, at the close
of the regular trading session of the Exchange (normally 4:00 p.m., New York
time, Monday through Friday) each day that the Exchange is open. The Exchange
is closed and the net asset value of the Fund is not determined on weekends and
on New Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day each year. The per share net
asset value of the Fund is determined by dividing the total value of its assets,
less liabilities, by the total number of shares outstanding. Since the Fund
invests all of its investable assets in the Portfolio, the value of the Fund's
investable assets will be equal to the value of its beneficial interest in the
Portfolio.

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

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<PAGE>

prevailing market rates as quoted by one or more banks or dealers shortly before
the close of the Exchange. Securities and assets for which quotations are not
readily available are valued at fair values determined in good faith pursuant to
consistently applied procedures established by the trustees.

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

9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

TAX STATUS OF THE FUND AND THE PORTFOLIO

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<PAGE>

("RIC") under the Code does not, however, involve any federal supervision of
management or of the investment practices or policies of the Fund. If the Fund
distributes annually less than 98% of its income and gain, it may be subject to
a nondeductible excise tax equal to 4% of the shortfall.

TAXATION OF FUND DISTRIBUTIONS

If the amount of the Fund's distributions for a taxable year exceeds
the Fund's tax earnings and profits available for distribution, all or portion
or the distributions may be treated

-27-

<PAGE>

as a return of capital or as capital gains. In the event a distribution is
treated as a return of capital, the shareholder's basis in his or her Fund
shares will be reduced to the extent the distribution is so treated.

FOREIGN SOURCE INCOME

OTHER TAX CONSIDERATIONS

CURRENCY TRANSACTIONS. On the disposition of foreign currency,
foreign currency denominated debt securities and certain financial
contracts, forward

-28-

<PAGE>

contracts and options, gains or losses attributable to currency
fluctuations are treated as ordinary gain or loss. These gains or
losses, termed "section 988" gains or losses, may increase, decrease
or eliminate the amount to be distributed to shareholders as ordinary
income. If section 988 losses exceed other net investment income
during a taxable year the Fund generally would not be able to make
ordinary dividend distributions, or distributions made before the
losses were realized would be recharacterized as return of capital to
shareholders for U.S. Federal income tax purposes (reducing each
shareholder's basis in his or her Fund shares) or as a capital gain.
To minimize the risk of such distributions, the Fund may adjust its
dividends (if any) to take currency fluctuations into account.

-29-

<PAGE>

of two alternative tax treatments with respect to PFIC shares which
would avoid the foregoing "excess distribution" taxes, but also may
affect, among other things, the amount and character of gain or loss
and the timing of the recognition of income with respect to PFIC
shares. Accordingly, the amounts, character and timing of income
distributed to shareholders of the Fund may differ substantially as
compared to a fund that did not invest in PFIC shares.

FOREIGN SHAREHOLDERS

10. SUSPENSION OF REDEMPTION RIGHTS

The Fund intends to redeem its shares only for cash, although it
retains the right to redeem its shares in-kind under unusual circumstances, in
order to protect the interests of the remaining shareholders, by the delivery of
securities selected from its assets at its discretion. The Fund is, however,
governed by Rule 18f-1 under the Investment Company Act of 1940 pursuant to
which the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net assets of the Fund during any 90-day period for any
one shareholder. For purposes of this threshold, each underlying account holder
whose shares are held of record in certain omnibus accounts is treated as one
shareholder. Should redemptions by any shareholder during any 90-day period
exceed such limitation, the Fund will have the option of redeeming the excess in
cash or in-kind. If shares are redeemed in-kind, the redeeming shareholder
generally will incur brokerage costs in converting the assets to cash. The

-30-

<PAGE>

method of valuing securities used to make redemption in-kind will be the same as
the method of valuing portfolio securities described under Section 8.
Shareholders have the ability to request in writing a review of the valuation of
in-kind redemptions, which will be considered by the trustees of the Trust
within 90 days of such written request.

11. PLANS AND PROGRAMS

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 1-800-706-0539. Trustees for 401(k) or other existing plans
interested in utilizing Fund shares as an investment or investment alternative
in their plans should contact the Fund at 1-800-551-5849.

12. EXCHANGE PRIVILEGE

Any shareholder may exchange any or all of the shareholder's shares in
the Fund, subject to stated minimums, for shares of any of the publicly
available Berger Funds or Berger/BIAM Funds, without charge, after receiving a
current prospectus of the other Berger Fund or Berger/BIAM Fund. Exchanges into
or out of the Fund are made at the net asset value per share next determined
after the exchange request is received. Each exchange represents the sale of
shares from one fund and the purchase of shares in another, which may produce a
gain or loss for U.S. Federal income tax purposes. An exchange of shares may be
made by written request directed to the Fund, in care of DST Systems, Inc., or
simply by telephoning the Fund at 1-800-551-5849. This privilege is
revocable by the Fund, and is not available in any state in which the shares of
the Berger or Berger/BIAM Fund being acquired in the exchange are not registered
for sale. Shareholders automatically have telephone privileges to authorize
exchanges unless they specifically decline this service in the account
application or in writing.

13. PERFORMANCE INFORMATION

The Prospectus contains a brief description of how total return is
calculated.

-31-

<PAGE>

14. ADDITIONAL INFORMATION

BERGER/BIAM WORLDWIDE FUNDS TRUST AND THE FUND

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

-32-

<PAGE>

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

As of the date of this Statement of Additional Information, more than
99% of the outstanding shares of the Fund were held of record by Citizens Bank
New Hampshire, a New Hampshire guaranty savings bank, as nominee for its
customers.

BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST AND THE PORTFOLIO

Each investor in the Portfolio, including the Fund, is entitled to a
vote in proportion to the amount of its investment

-33-

<PAGE>

in the Portfolio. Whenever the Fund is requested to vote as an investor in the
Portfolio on matters pertaining to the Portfolio (other than a vote by the Fund
to continue the operation of the Portfolio upon the withdrawal of another
investor in the Portfolio), the Fund will hold a meeting of its shareholders and
will cast all of its votes as an investor in the Portfolio in the same
proportion as directed by the votes of the Fund's shareholders. Fund
shareholders who do not vote will not affect the votes cast by the Fund at the
meeting of the Portfolio investors. The percentage of the votes representing
the Fund's shareholders who do not vote will be voted by the Fund in the same
proportion as the Fund's shareholders who do, in fact, vote.

DISTRIBUTION

OTHER INFORMATION

Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, has
been appointed to act as independent accountants for the Fund and the Portfolio
for the fiscal year ended July 31, 1997.

-34-

<PAGE>

The Berger/BIAM Worldwide Funds Trust has filed with the Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities of the Berger/BIAM International
Institutional Fund, of which this Statement of Additional Information is a part.
If further information is desired with respect to the Fund or its securities,
reference is made to the Registration Statement and the exhibits filed as a part
thereof.

FINANCIAL STATEMENTS

The following financial statements appear attached to the end of this
Statement of Additional Information:

For Berger/BIAM International Institutional Fund:

Report of the Independent Accountants, dated October 7, 1996

Statement of Assets and Liabilities of the Berger/BIAM International
Institutional Fund, as of October 4, 1996

Notes to Statement of Assets and Liabilities, dated October 4, 1996

Statement of Assets and Liabilities of the Berger/BIAM International
Institutional Fund, as of October 11, 1996 (unaudited)

Notes to Statement of Assets and Liabilities, dated October 11,
1996 (unaudited)

For Berger/BIAM International Portfolio:

Report of the Independent Accountants, dated October 7, 1996

Statement of Assets and Liabilities of the Berger/BIAM International
Portfolio, as of October 4, 1996

Notes to Statement of Assets and Liabilities, dated October 4, 1996

Statement of Assets and Liabilities of the Berger/BIAM International
Portfolio, as of October 11, 1996 (unaudited)

Notes to Statement of Assets and Liabilities, dated October 11,
1996 (unaudited)

-35-

<PAGE>

APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

The Portfolio may purchase securities which are convertible into
common stock when the Portfolio's Sub-Advisor believes they offer the potential
for a higher total return than nonconvertible securities. While fixed income
securities generally have a priority claim on a corporation's assets over that
of common stock, some of the convertible securities which the Portfolio may hold
are high-yield/high-risk securities that are subject to special risks, including
the risk of default in interest or principal payments which could result in a
loss of income to the Portfolio or a decline in the market value of the
securities. Convertible securities often display a degree of market price
volatility that is comparable to common stocks.

Specifically, corporate debt securities which are below investment
grade (securities rated Ba or lower by Moody's or BB or lower by Standard &
Poor's) and unrated securities which the Portfolio may purchase and hold are
subject to a higher risk of non-payment of principal or interest, or both, than
higher grade debt securities. Generally speaking, the lower the quality of a
debt security (which may be reflected in its Moody's and/or Standard & Poor's
ratings), the higher the yield it will provide, but the greater the risk that
interest or principal payments will not be made when due. Thus, the lower the
grade of a security, the more speculative characteristics it generally has.
Information about the ratings of Moody's and Standard & Poor's, and the
investment risks associated with the various ratings, is set forth below.

The market prices of these lower grade convertible securities are
generally less sensitive to interest rate changes than higher-rated investments,
but more sensitive to economic changes or individual corporate developments.
Periods of economic uncertainty and change can be expected to result in
volatility of prices of these securities. Lower rated securities also may have
less liquid markets than higher rated securities, and their liquidity as well as
their value may be adversely affected by poor economic conditions. Adverse
publicity and investor perceptions as well as new or proposed laws may also have
a negative impact on the market for high-yield/high-risk bonds.

CORPORATE BOND RATINGS

The ratings of fixed-income securities by Moody's and Standard &
Poor's are a generally accepted measurement of credit risk. However, they are
subject to certain limitations. Ratings are generally based upon historical
events and do not necessarily reflect the future. In addition, there is a
period of time between the issuance of a rating and the update of the rating,
during which time a published rating may be inaccurate.

-36-

<PAGE>

KEY TO MOODY'S CORPORATE RATINGS

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

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

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

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

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

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

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

-37-

<PAGE>

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

KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

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

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

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

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

-38-

<PAGE>

Report of Independent Accountants

To the Investors and Trustees of
Berger/BIAM International Institutional Fund

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of Berger/BIAM
International Institutional Fund (one of three funds comprising Berger/BIAM
Worldwide Funds Trust, hereafter referred to as the "Fund") at October 4, 1996,
in conformity with generally accepted accounting principles. This financial
statement is the responsibility of the Fund's management; our responsibility is
to express an opinion on this financial statement in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
Denver, Colorado
October 7, 1996 (except as to Note 4,
which is as of October 14, 1996)

F-1

<PAGE>

BERGER/BIAM INTERNATIONAL INSTITUTIONAL FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 4, 1996

Assets

Investment in the Berger/BIAM International Portfolio $ 30,000
---------
Total Assets 30,000
---------

Liabilities
Total Liabilities 0
---------

Net Assets $ 30,000
---------
---------

Net Asset Value per share (3,000 shares of beneficial interest
outstanding; unlimited authorized shares of beneficial interest
of $0.01 par value). Offering and Redemption Price Per Share $ 10.00
---------
---------

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

All costs in organizing the Trust were paid by Berger.

F-2

<PAGE>

BERGER/BIAM INTERNATIONAL INSTITUTIONAL FUND
NOTES TO FINANCIAL STATEMENT (CONTINUED)
OCTOBER 4, 1996

NOTE 2 - AGREEMENTS

Under an Administrative Services Agreement, the Fund pays BBOI a fee at an
annual rate equal to the lesser of 0.35% of its average daily net assets or
BBOI's annual cost to provide or procure administrative services plus 0.02% of
the Fund's average daily net assets. Under that Agreement, BBOI is responsible,
at its expense, for providing or procuring 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 services.

NOTE 3 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

NOTE 4 - SUBSEQUENT EVENT

On October 11, 1996, the Fund issued 448,161 shares of beneficial interest to
the First International Equity Fund of the NH Pooled Employee Benefit Trust
(the "Pooled Trust") of Citizens Bank New Hampshire ("Citizens NH") in
exchange for portfolio assets with an aggregate value of $4,481,609 which
were transferred by the Pooled Trust to the Fund. Citizens NH is an
affiliate of Bank of Ireland Asset Management (U.S.) Limited, which was the
investment sub-advisor to the Pooled Trust and is the investment sub-advisor
to the Portfolio.

F-3

<PAGE>

BERGER/BIAM INTERNATIONAL INSTITUTIONAL FUND
STATEMENT OF ASSETS AND LIABILITIES - UNAUDITED
OCTOBER 11, 1996

Assets

Investment in the Berger/BIAM International Portfolio, at value $4,511,609
----------
Total Assets 4,511,609
----------
Liabilities
Total Liabilities 0
----------
Net Assets $4,511,609
----------
----------
Net Asset Value, Offering and Redemption Price Per Share
(451,161 shares of beneficial interest outstanding; unlimited
authorized shares of beneficial interest of $0.01 par value) $10.00
------
------

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The Berger/BIAM International Institutional Fund (the "Fund") is a series of
the Berger/BIAM Worldwide Funds Trust, a Delaware business trust (the
"Trust") organized on May 31, 1996, and has been inactive since that date
except for matters relating to its organization and registration as an
investment company under the Investment Company Act of 1940, as amended, and
the sale of 3,000 shares of the Fund to Berger Associates, Inc. ("Berger"),
which currently owns 100% of BBOI Worldwide LLC ("BBOI"), the administrator
of the Fund, and the issuance of 448,161 shares to the First International
Equity Fund of the NH Pooled Employee Benefit Trust (the "Pooled Trust") in
exchange for $4,481,609 in portfolio assets, at value, in a conversion of the
Pooled Trust (see Note 5).

The Fund will invest all of its investable assets in the Berger/BIAM
International Portfolio (the "Portfolio"), a series of the Berger/BIAM
Worldwide Portfolios Trust. The Portfolio is an open-end management
investment company and has the same investment objective and policies as the
Fund. As an investor in the Portfolio, the Fund is allocated and bears
indirectly its pro rata share of the aggregate annual operating expenses of
the Portfolio including the investment advisory fee, custodian fees,
auditor's fees, transfer agent, recordkeeping and pricing agent fees.

All costs in organizing the Trust were paid by Berger.

F-4

<PAGE>

BERGER/BIAM INTERNATIONAL INSTITUTIONAL FUND
NOTES TO FINANCIAL STATEMENT - UNAUDITED (CONTINUED)
OCTOBER 11, 1996

NOTE 2 - AGREEMENTS

Under an Administrative Services Agreement, the Fund pays BBOI a fee at an
annual rate equal to the lesser of 0.35% of its average daily net assets or
BBOI's annual cost to provide or procure administrative services plus 0.02%
of the Fund's average daily net assets. Under that Agreement, BBOI is
responsible, at its expense, for providing or procuring 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 services.

NOTE 3 - INVESTMENT VALUATION

The price of the Fund's shares is based on the net asset value of the Fund,
which is determined at the close of the regular trading session of the New
York Stock Exchange (the "Exchange") (normally 4:00 p.m., New York time) each
day that the Exchange is open. The per share net asset value of the Fund is
determined by dividing the total value of its assets, less liabilities, by
the total number of shares outstanding. Since the Fund will invest all of
its investable assets in the Portfolio, the value of the Fund's investable
assets will be equal to the value of its beneficial interest in the
Portfolio. Valuation of securities by the Portfolio is discussed in Note 2 of
the Portfolio's Notes to Financial Statement which accompany this Financial
Statement for the Fund.

NOTE 4 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

NOTE 5 - CONVERSION OF POOLED TRUST

On October 11, 1996, the Fund issued 448,161 shares of beneficial interest to
the Pooled Trust of Citizens Bank New Hampshire ("Citizens NH") in exchange
for portfolio assets with an aggregate value of $4,481,609 which were
transferred by the Pooled Trust to the Fund. Citizens NH is an affiliate of
Bank of Ireland Asset Management (U.S.) Limited, which was the investment
sub-advisor to the Pooled Trust and is the investment sub-advisor to the
Portfolio.

F-5
<PAGE>
Report of Independent Accountants

To the Investors and Trustees of
Berger/BIAM International Portfolio

PRICE WATERHOUSE LLP
Denver, Colorado
October 7, 1996 (except as to Note 5,
which is as of October 14, 1996)

F-6

<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 4, 1996

Assets

Cash $ 100,000
---------
Total Assets 100,000
---------

Liabilities
Total Liabilities 0
---------

Net Assets $ 100,000
---------
---------

Notes to Financial Statement

NOTE 1 - ORGANIZATION

All costs in organizing the Trust were paid by Berger Associates, Inc.
("Berger"), which currently owns 100% of BBOI Worldwide LLC ("BBOI"), the
investment advisor to the Portfolio.

NOTE 2 - INVESTMENT VALUATION

F-7

<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
NOTES TO FINANCIAL STATEMENT (CONTINUED)
OCTOBER 4, 1996

NOTE 3 - AGREEMENTS

The Portfolio pays no fees directly to Berger or BIAM.

NOTE 4 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

NOTE 5 - SUBSEQUENT EVENT

F-8
<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO

SCHEDULE OF INVESTMENTS
(Unaudited)

OCTOBER 11, 1996

See notes to financial statement.

F-9
<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO

SCHEDULE OF INVESTMENTS
(Unaudited)

OCTOBER 11, 1996

See notes to financial statement.

F-10

<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO

SCHEDULE OF INVESTMENTS
(Unaudited)

OCTOBER 11, 1996

Industry
Code Shares Market Value
-------- ------ ------------
UNITED KINGDOM (3.6%)
Siebe EE 3,191 $ 48,384
Barclays Bank FS 4,500 67,805
Zeneca Group HC 1,850 47,683
----------
163,872
----------

TOTAL INVESTMENTS, at value (Cost, $1,880,737) (53.4%) 2,447,414

OTHER ASSETS, NET OF LIABILITIES (46.6%) 2,134,195
----------

NET ASSETS (100.0%) $4,581,609
----------
----------
- --------------------------------------
INDUSTRY CODES
CN = Conglomerates
EE = Electrical/Engineering
FD = Food and Drinks
FO = Food Manufacturing
FS = Financials
HC = Healthcare
IP = Infrastructure/Property
MD = Media
PP = Paper, Packaging & Printing
RE = Retailer/Consumer Goods
RS = Resources
TE = Telecommunications
TO = Tobacco
UT = Utilities
- --------------------------------------

See notes to financial statement.

F-11

<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES - UNAUDITED
OCTOBER 11, 1996

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The Berger/BIAM International Portfolio (the "Portfolio") is a series of the
Berger/ BIAM Worldwide Portfolios Trust (the "Trust"), a business trust
organized under the laws of the State of Delaware on May 31, 1996, and has
been inactive since that date except for matters relating to its organization
and registration as an investment company under the Investment Company Act of
1940, as amended, the sales of beneficial interests in the Portfolio in the
respective amounts of $70,000 and $30,000 to the Berger/BIAM International
CORE Fund and to the Berger/BIAM International Institutional Fund, and the
sale of additional beneficial interest to the Berger/BIAM International
Institutional Fund in exchange for $4,481,609 in portfolio assets, at value,
in connection with the conversion of the First International Equity Fund of
the NH Pooled Employee Benefit Trust (the "Pooled Trust") (see Note 5). Each
of the Berger/BIAM International CORE Fund and Berger/BIAM International
Institutional Fund are series of the Berger/BIAM Worldwide Funds Trust.

All costs in organizing the Trust were paid by Berger Associates, Inc.
("Berger"), which currently owns 100% of BBOI Worldwide LLC ("BBOI"), the
investment advisor to the Portfolio.

NOTE 2 - INVESTMENT VALUATION

The Portfolio's securities and other assets are valued at the close of the
regular trading session of the New York Stock Exchange (the "Exchange")
(normally 4:00 p.m. New York time) each day the Exchange is open. The
Portfolio's securities and other assets are valued as follows: securities
listed or traded primarily on national exchanges, The Nasdaq Stock Market and
foreign exchanges are valued at the last sale price on such markets, or, if
such a price is lacking for the trading period

F-12
<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
NOTES TO FINANCIAL STATEMENT - UNAUDITED (CONTINUED)
OCTOBER 11, 1996

NOTE 2 - INVESTMENT VALUATION (CON'T)

NOTE 3 - AGREEMENTS

The Portfolio has entered into an Investment Advisory Agreement with BBOI,
under which BBOI is responsible for providing investment advisory and related
administrative services to the Portfolio. Pursuant to the Investment
Advisory Agreement, BBOI has delegated day-to-day management of the Portfolio
to Bank of Ireland Asset Management (U.S.) Limited ("BIAM"), and has
delegated certain administrative duties to Berger.

The Portfolio pays no fees directly to Berger or BIAM.

NOTE 4 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

NOTE 5 - CONVERSION OF POOLED TRUST

F-13

<PAGE>

BERGER/BIAM INTERNATIONAL CORE FUND

STATEMENT OF ADDITIONAL INFORMATION

SHAREHOLDER SERVICES: 1-800-551-5849

This Statement of Additional Information about the Berger/BIAM
International CORE Fund (the "Fund"), a series of the Berger/BIAM Worldwide
Funds Trust (the "Trust"), is not a prospectus. It should be read in
conjunction with the Prospectus describing the Fund, dated October 15, 1996,
which may be obtained by writing the Fund at P.O. Box 5005, Denver, Colorado
80217, or calling 1-800-706-0539. The Fund is a no-load mutual fund.

October 15, 1996

<PAGE>

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

Cross-References to
Related Disclosures
Table of Contents in Prospectus
----------------- -------------------

Introduction Section 2

1. Investment Policies Section 2, 3, 4

2. Investment Restrictions Section 3

3. Management of the Fund Section 6

4. Investment Advisor and Sub-Advisor Section 6

5. Expenses of the Fund Section 6, 7

6. Brokerage Policy Section 6, 7

7. Purchase of Shares Section 8

8. Net Asset Value Section 9

9. Income Dividends, Capital Gains Section 14
Distributions and Tax Treatment

10. Suspension of Redemption Rights Section 11

11. Tax-Sheltered Retirement Plans Section 13

12. Special Purchase and Exchange Plans Section 12, 13

13. Performance Information Section 16

14. Additional Information Section 15

Financial Statements

-i-

<PAGE>

INTRODUCTION

The Berger/BIAM International CORE Fund is a mutual fund, or open-end,
diversified management investment company. The investment objective of the Fund
is long-term capital appreciation. This is also the investment objective of the
Portfolio in which the Fund invests all of its investable assets. Current
income is not an investment objective of the Fund and any income produced will
be only of secondary importance as a by-product of the investment selection
process used to achieve the Fund's objective.

1. INVESTMENT POLICIES

-1-

<PAGE>

sell the security and the number of other potential purchasers; (3) dealer
undertakings to make a market in the security; and (4) the nature of the
security and the marketplace trades (e.g., the time needed to dispose of the
security, the method of soliciting offers, and the mechanics of the transfer).
The liquidity of the Portfolio's investments in Rule 144A securities could be
impaired if qualified institutional buyers become uninterested in purchasing
these securities.

The use of repurchase agreements involves certain risks. For example,
if the other party to the agreement defaults on its obligation to repurchase the
underlying security at a time when the value of the security has declined, the
Portfolio may incur a loss upon disposition of the security. If the other party
to the agreement becomes insolvent and subject to liquidation or reorganization
under the bankruptcy or other laws, a court may determine that the underlying
security is collateral for a loan by the Portfolio not within the control of the
Portfolio and therefore the realization by the Portfolio on such collateral may
automatically be stayed. Finally, it is possible that the Portfolio may not be
able to substantiate its interest in the underlying security and may be deemed
an unsecured creditor of the other party to the agreement. Although these risks
are acknowledged, it is expected that they can be controlled through careful
monitoring procedures.

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<PAGE>

PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS). The Portfolio may
purchase the securities of certain foreign investment funds or trusts considered
Passive Foreign Investment Companies (PFICs) under U.S. tax laws. In addition
to bearing their proportionate share of the Portfolio's expenses (management
fees and operating expenses), shareholders will also indirectly bear similar
expenses of such PFIC. PFIC investments also may be subject to less favorable
U.S. tax treatment, as discussed in Section 9 below.

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<PAGE>

commitments, until payment is made. If necessary, additional assets will be
placed in the account daily so that the value of the account will equal or
exceed the amount of the Portfolio's purchase commitments.

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

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<PAGE>

creditworthiness of the broker, dealer or institution, will be considered in
making decisions with respect to the lending of securities, subject to review by
Worldwide Portfolio's trustees.

Any utilization of forwards or any other hedging technique (investing,
for example, in futures or options) is subject to policies and procedures which
may be established and changed by the trustees from time to time without
shareholder vote. Currently, the Portfolio is authorized to invest only in
forward contracts for hedging purposes and is not permitted to invest in futures
or options. If the trustees ever authorize the Portfolio to invest in futures
or options, such investments would be permitted solely for hedging purposes, and
the Portfolio would not be permitted to invest more than 5% of its net assets at
the time of purchase in initial margins for financial futures transactions and
premiums for options. In addition, the Advisor or Sub-Advisor may be required
to obtain bank regulatory approval before the Portfolio engages in futures and
options transactions. The following information should be read in conjunction
with the information concerning the Portfolio's investment in forwards and the
risks of such investments contained in the Prospectus.

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<PAGE>

forward contract may agree to offset or terminate the contract before its
maturity, or may hold the contract to maturity and complete the contemplated
exchange.

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

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<PAGE>

of segregated assets declines, the Portfolio must find alternative cover or
segregate additional cash or liquid assets on a daily basis so that the value of
the covered and segregated assets will be equal to the amount of the Portfolio's
commitments with respect to such contracts.

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

2. INVESTMENT RESTRICTIONS

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<PAGE>

The following fundamental restrictions apply to the Portfolio. The
Portfolio may not:

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

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<PAGE>

exchange contracts, forward commitments or securities index put or call options.

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

The trustees have adopted additional non-fundamental investment
restrictions for the Portfolio. These limitations may be changed by the
trustees without a shareholder vote. The non-fundamental investment
restrictions include the following:

5. The Portfolio may not invest in companies for the purposes of
exercising control of management.

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<PAGE>

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

9. The Portfolio may not purchase or sell any interest in an oil,
gas or mineral development or exploration program, including investments in oil,
gas or other mineral leases, rights or royalty contracts (except that the
Portfolio may invest in the securities of issuers engaged in the foregoing
activities).

3. MANAGEMENT OF THE FUND

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<PAGE>

Director of First of Michigan Capital Corp. (holding company) and First of
Michigan Corp. (broker-dealer) since March 1995. Formerly President and
Chief Executive Officer of Investors Fiduciary Trust Company (banking) from
February 1992 to March 1995 and Chief Operating Officer of SUNAMERICA Asset
Management Co. (money management) from January 1990 to February 1992.

DENNIS E. BALDWIN, 3481 South Race Street, Englewood, CO 80110, age 67.
President, Baldwin Financial Counseling. Formerly (1978-1990), Vice
President and Denver Office Manager of Merrill Lynch Capital Markets.
Director of Berger 100 Fund and Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust.

* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900, Denver, CO 80206,
age 70. Director and, formerly, President (1974-1994) of Berger 100 Fund
and Berger Growth and Income Fund. Trustee of Berger Investment Portfolio
Trust since its inception in August 1993 (Chairman of the Trustees through
November 1994). Trustee of Berger Institutional Products Trust since its
inception in October 1995. Trustee of Berger/BIAM Worldwide Funds Trust
and Berger/BIAM Worldwide Portfolios Trust since their inception in May
1996. Chairman (since 1994) and a Director (since 1973) and, formerly,
President (1973-1994) of Berger Associates, Inc.

LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, age 70. President, Climate
Engineering, Inc. (building environmental systems). Director of Berger 100
Fund and Berger Growth and Income Fund. Trustee of Berger Investment
Portfolio Trust, Berger Institutional Products Trust, Berger/BIAM Worldwide
Funds Trust and Berger/BIAM Worldwide Portfolios Trust.

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age 51. President,
Cattanach & Associates, Ltd. (investment consulting firm). Formerly (1981-
1988), Executive Vice President, Captiva Corporation, Denver, Colorado
(private investment management firm). Ph.D. in Finance (Arizona State
University); Chartered Financial Analyst (CFA). Director of Berger 100
Fund and Berger Growth and Income Fund. Trustee of Berger Investment
Portfolio Trust, Berger Institutional Products Trust, Berger/BIAM Worldwide
Funds Trust and Berger/BIAM Worldwide Portfolios Trust.

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<PAGE>

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

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago, IL 60602, age 50.
Since 1991, Director, Chairman, President and Chief Executive Officer of
Catalyst Institute (international public policy research organization
focused primarily on financial markets and institutions) and Catalyst
Consulting (international financial institutions business consulting firm).
Formerly (1988-1991), Director, President and Chief Executive Officer of
Kessler Asher Group (brokerage, clearing and trading firm). Director of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust.

HARRY T. LEWIS, JR., 370 17th Street, Suite 3560, Denver, CO 80202, age 63.
Self-employed as a private investor. Formerly (1981-1988), Senior Vice
President, Rocky Mountain Region, of Dain Bosworth Incorporated and member
of that firm's Management Committee. Director of Berger 100 Fund and
Berger Growth and Income Fund. Trustee of Berger Investment Portfolio
Trust, Berger Institutional Products Trust, Berger/BIAM Worldwide Funds
Trust and Berger/BIAM Worldwide Portfolios Trust.

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

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135, age 67.
President, Sinclaire Cattle Co., and private investor. Director of Berger
100 Fund and Berger Growth and Income Fund. Trustee of Berger Investment
Portfolio Trust, Berger Institutional Products Trust, Berger/BIAM Worldwide
Funds Trust and Berger/BIAM Worldwide Portfolios Trust.

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<PAGE>

and Chief Marketing Officer of Berger Associates, Inc., since August 1995,
and President, CEO and a director of Berger Distributors, Inc., since its
inception in May 1996. Formerly (September 1989 to August 1995), Senior
Vice President of INVESCO Funds Group (mutual funds).

* KEVIN R. FAY, 210 University Boulevard, Suite 900, Denver, CO 80206, age 40.
Vice President, Secretary and Treasurer of Berger 100 Fund and Berger
Growth and Income Fund since October 1991, of Berger Investment Portfolio
Trust since its inception in August 1993, of Berger Institutional Products
Trust since its inception in October 1995 and of Berger/BIAM Worldwide
Funds Trust and Berger/BIAM Worldwide Portfolios Trust since their
inception in May 1996. Also, Vice President-Finance and Administration,
Secretary and Treasurer of Berger Associates, Inc., since September 1991,
and a director of Berger Distributors, Inc., since its inception in May
1996. Formerly, Financial Consultant (registered representative) with
Neidiger Tucker Bruner, Inc. (broker-dealer) (October 1989 to September
1991) and Financial Consultant with Merrill Lynch, Pierce, Fenner & Smith,
Inc. (October 1985 to October 1989).
________________

* Interested person (as defined in the Investment Company Act of 1940) of the
Fund and of the Portfolio's Advisor or Sub-Advisor.

TRUSTEE COMPENSATION

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<PAGE>

NAME AND POSITION WITH AGGREGATE AGGREGATE
BERGER AND BERGER/BIAM COMPENSATION COMPENSATION
FUNDS FROM FROM
THE FUND(1) ALL BERGER
AND
BERGER/BIAM
FUNDS(2)
- --------------------------------------------------------------------------------
Dennis E. Baldwin(3) $333 $41,083
William M.B. Berger(3),(5) $0 $0
Louis R. Bindner(3) $283 $34,965
Katherine A. Cattanach(3) $321 $39,657
Lucy Black Creighton(3) $272 $33,602
Paul R. Knapp(3) $364 $44,919
Gerard M. Lavin(4),(5) $0 $0
Harry T. Lewis(3) $311 $38,357
Michael Owen(3) $411 $50,720
William Sinclaire(3) $273 $33,697
- --------------------------------------------------------------------------------

(1) Comprised of the portion of the estimated trustee compensation to be paid
by Worldwide Portfolios to its trustees and allocated to the Fund.

(4) Trustee of Berger Institutional Products Trust, Berger/BIAM Worldwide Funds
Trust and Berger/BIAM Worldwide Portfolios Trust.

(5) Interested person of the Berger/BIAM Worldwide Funds Trust and/or the
Portfolio's Advisor or Sub-Advisor.

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<PAGE>

As of the date of this Statement of Additional Information, the
officers and trustees of the Trust as a group owned of record or beneficially no
shares of the Berger/BIAM International CORE Fund.

4. INVESTMENT ADVISOR AND SUB-ADVISOR

INVESTMENT ADVISOR

SUB-ADVISOR

INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT

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<PAGE>

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. The Fund bears a pro rata
portion of the fee paid by the Portfolio to the Advisor.

The Sub-Advisory Agreement will continue in effect until April 1998,
and thereafter from year to year if such continuation is specifically approved
at least annually by the trustees or by vote of a majority of the outstanding
shares of the Portfolio and in either case by vote of a majority of the trustees
of Worldwide Portfolios who are not "interested persons" (as that term is
defined in the Investment Company Act of 1940) of the Portfolio or the Advisor
or the Sub-Advisor. The Sub-Advisory Agreement is subject to termination by the
Portfolio, the Advisor or the Sub-Advisor on 60 days' written notice, and

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<PAGE>

terminates automatically in the event of its assignment and in the event of
termination of the Investment Advisory Agreement.

TRADE ALLOCATIONS

RESTRICTIONS ON PERSONAL TRADING

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

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<PAGE>

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

5. EXPENSES OF THE FUND

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<PAGE>

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, 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) 0.10%
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 0.01% 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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<PAGE>

Under a Sub-Administration Agreement between the Advisor and Berger
Associates, Berger Associates has been delegated the responsibility to perform
certain of the administrative and recordkeeping services required under the
Administrative Services Agreement and to procure, at the Advisor's expense,
third parties to provide the services not provided by Berger Associates. 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"), 127 W. 10th Street, Kansas City, MO 64105, has been appointed
to provide recordkeeping and pricing services to the Fund, including calculating
the daily net asset value of the Fund, and to perform certain accounting and
recordkeeping functions that it requires. In addition, IFTC has been appointed
to serve as the Fund's custodian, transfer agent and dividend disbursing agent.
IFTC has engaged DST Systems, Inc. ("DST"), P.O. Box 419958, Kansas City, MO
64141, as sub-transfer agent to provide transfer agency and dividend disbursing
services for the Fund. 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 engaged State Street Bank and
Trust Company ("State Street"), P.O. Box 351, Boston, MA 02101, 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

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<PAGE>

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

6. BROKERAGE POLICY

The research services received from brokers could be helpful to the
Sub-Advisor in performing its investment advisory

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<PAGE>

7. PURCHASE OF SHARES

Minimum Initial Investment $1,000,000.00

Shares in the Fund may be purchased at the relevant net asset value
without a sales charge. The minimum initial investment for shares of the Fund
is $1,000,000. To purchase shares in the Fund, simply complete the application
form enclosed with the Prospectus and mail it to the Fund in care of DST
Systems, Inc., the Fund's transfer agent, as follows:

Berger Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141

Payment for shares purchased may be made by wire, electronic funds
transfer or mail. All purchase orders are effected at the relevant net asset
value 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, subtransfer 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.

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<PAGE>

In addition, Fund shares may 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.

8. NET ASSET VALUE

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<PAGE>

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

9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

TAX STATUS OF THE FUND AND THE PORTFOLIO

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<PAGE>

TAXATION OF FUND DISTRIBUTIONS

If the amount of the Fund's distributions for a taxable year exceeds
the Fund's tax earnings and profits available for distribution, all or portion
or the distributions may be treated as a return of capital or as capital gains.
In the event a distribution is treated as a return of capital, the shareholder's
basis in his or her Fund shares will be reduced to the extent the distribution
is so treated.

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<PAGE>

FOREIGN SOURCE INCOME

OTHER TAX CONSIDERATIONS

CURRENCY TRANSACTIONS. On the disposition of foreign currency,
foreign currency denominated debt securities and certain financial
contracts, forward contracts and options, gains or losses attributable
to currency fluctuations are treated as ordinary gain or loss. These
gains or losses, termed "section 988" gains or losses, may increase,
decrease or eliminate the amount to be distributed to shareholders as
ordinary income. If section 988 losses exceed other net investment
income during a taxable year the Fund generally would not be able to
make ordinary dividend distributions, or distributions made before the
losses were realized would be recharacterized as return of capital to
shareholders for U.S. Federal income tax purposes (reducing each
shareholder's basis in his or her Fund shares) or as a capital gain.
To minimize the risk of such distributions, the Fund may adjust its

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<PAGE>

dividends (if any) to take currency fluctuations into account.

PASSIVE FOREIGN INVESTMENT COMPANIES. The Portfolio may invest
in foreign entities that are classified as passive foreign investment
companies ("PFICs") for U.S. tax purposes. If the Fund or the
Portfolio receives an "excess distribution" with respect to PFIC
stock, the Portfolio or the Fund itself may be subject to tax on a
portion of the excess distribution, whether or not the corresponding
income is distributed by the Fund to shareholders. However, the Fund
or the Portfolio may be eligible to elect one of two alternative tax
treatments with respect to PFIC shares which would avoid the foregoing
"excess distribution" taxes, but also may affect, among other things,
the amount and character of gain or loss and the timing of the
recognition of income with respect to PFIC shares. Accordingly, the
amounts, character and timing of income distributed to shareholders of
the Fund may differ substantially as compared to a fund that did not
invest in PFIC shares.

FOREIGN SHAREHOLDERS

Foreign shareholders of the Fund generally will be subject to a 30%
U.S. withholding tax on ordinary income dividends paid by the Fund. This
withholding may be reduced by

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<PAGE>

an applicable tax treaty. Foreign shareholders are urged to consult with their
own tax advisors with respect to this withholding tax and the other particular
U.S. and foreign tax consequences to them of an investment in the Fund.

10. SUSPENSION OF REDEMPTION RIGHTS

The Fund intends to redeem its shares only for cash, although it
retains the right to redeem its shares in kind under unusual circumstances, in
order to protect the interests of the remaining shareholders, by the delivery of
securities selected from its assets at its discretion. The Fund is, however,
governed by Rule 18f-1 under the Investment Company Act of 1940 pursuant to
which the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net assets of the Fund during any 90-day period for any
one shareholder. For purposes of this threshold, each underlying account holder
whose shares are held of record in certain omnibus accounts is treated as one
shareholder. Should redemptions by any shareholder during any 90-day period
exceed such limitation, the Fund will have the option of redeeming the excess in
cash or in kind. If shares are redeemed in kind, the redeeming shareholder
generally will incur brokerage costs in converting the assets to cash. The
method of valuing securities used to make redemption in kind will be the same as
the method of valuing portfolio securities described under Section 8.
Shareholders have the ability to request in writing a review of the valuation of
in-kind redemptions, which will be considered by the trustees of the Trust
within 90 days of such written request.

11. PLANS AND PROGRAMS

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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 1-800-706-0539. Trustees for 401(k) or other existing plans
interested in utilizing Fund shares as an investment or investment alternative
in their plans should contact the Fund at 1-800-551-5849.

12. EXCHANGE PRIVILEGE

Any shareholder may exchange any or all of the shareholder's shares in
the Fund, subject to stated minimums, for shares of any of the publicly
available Berger Funds or Berger/BIAM Funds, without charge, after receiving a
current prospectus of the other Berger Fund or Berger/BIAM Fund. Exchanges into
or out of the Fund are made at the net asset value per share next determined
after the exchange request is received. Each exchange represents the sale of
shares from one fund and the purchase of shares in another, which may produce a
gain or loss for U.S. Federal income tax purposes. An exchange of shares may be
made by written request directed to the Fund, in care of DST Systems, Inc., or
simply by telephoning the Fund at 1-800-551-5849. This privilege is
revocable by the Fund, and is not available in any state in which the shares of
the Berger or Berger/BIAM Fund being acquired in the exchange are not registered
for sale. Shareholders automatically have telephone privileges to authorize
exchanges unless they specifically decline this service in the account
application or in writing.

13. PERFORMANCE INFORMATION

The Prospectus contains a brief description of how total return is
calculated.

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

-29-

<PAGE>

14. ADDITIONAL INFORMATION

BERGER/BIAM WORLDWIDE FUNDS TRUST AND THE FUND

As a result, the risk of a Berger/BIAM International CORE Fund
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Fund itself would be unable to meet its
obligations. The Trust believes that, in view of the above, the risk of
personal liability to shareholders of the Fund is remote. The trustees

-30-

<PAGE>

intend to conduct the operations of the Trust and the Fund so as to avoid, to
the extent possible, liability of shareholders for liabilities of the Trust or
the Fund.

BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST AND THE PORTFOLIO

DISTRIBUTION

-31-

<PAGE>

shares in all states in which the shares are registered and in which the
Distributor is qualified as a broker-dealer.

OTHER INFORMATION

Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, has
been appointed to act as independent accountants for the Fund and the Portfolio
for the fiscal year ended July 31, 1997.

The Berger/BIAM Worldwide Funds Trust has filed with the Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities of the Berger/BIAM International CORE
Fund, of which this Statement of Additional Information is a part. If further
information is desired with respect to the Fund or its securities, reference is
made to the Registration Statement and the exhibits filed as a part thereof.

FINANCIAL STATEMENTS

The following financial statements appear attached to the end of this
Statement of Additional Information:

For Berger/BIAM International CORE Fund:

Report of the Independent Accountants, dated October 7, 1996

Statement of Assets and Liabilities of the Berger/BIAM International
CORE Fund, as of October 4, 1996

Notes to Statement of Assets and Liabilities, dated October 4,
1996

Statement of Assets and Liabilities of the Berger/BIAM International
CORE Fund, as of October 11, 1996 (unaudited)

Notes to Statement of Assets and Liabilities, dated October 11, 1996
(unaudited)

-32-

<PAGE>

For Berger/BIAM Interantional Portfolio:

Report of the Independent Accountants, dated October 7, 1996

Statement of Assets and Liabilities of the Berger/BIAM International
Portfolio, as of October 4, 1996

Notes to Statement of Assets and Liabilities, dated October 4,
1996

Statement of Assets and Liabilities of the Berger/BIAM International
Portfolio, as of October 11, 1996 (unaudited)

Notes to Statement of Assets and Liabilities, dated October 11, 1996
(unaudited)

-33-

<PAGE>

APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

The Portfolio may purchase securities which are convertible into
common stock when the Portfolio's Sub-Advisor believes they offer the potential
for a higher total return than nonconvertible securities. While fixed income
securities generally have a priority claim on a corporation's assets over that
of common stock, some of the convertible securities which the Portfolio may hold
are high-yield/high-risk securities that are subject to special risks, including
the risk of default in interest or principal payments which could result in a
loss of income to the Portfolio or a decline in the market value of the
securities. Convertible securities often display a degree of market price
volatility that is comparable to common stocks.

Specifically, corporate debt securities which are below investment
grade (securities rated Ba or lower by Moody's or BB or lower by Standard &
Poor's) and unrated securities which the Portfolio may purchase and hold are
subject to a higher risk of non-payment of principal or interest, or both, than
higher grade debt securities. Generally speaking, the lower the quality of a
debt security (which may be reflected in its Moody's and/or Standard & Poor's
ratings), the higher the yield it will provide, but the greater the risk that
interest or principal payments will not be made when due. Thus, the lower the
grade of a security, the more speculative characteristics it generally has.
Information about the ratings of Moody's and Standard & Poor's, and the
investment risks associated with the various ratings, is set forth below.

The market prices of these lower grade convertible securities are
generally less sensitive to interest rate changes than higher-rated investments,
but more sensitive to economic changes or individual corporate developments.
Periods of economic uncertainty and change can be expected to result in
volatility of prices of these securities. Lower rated securities also may have
less liquid markets than higher rated securities, and their liquidity as well as
their value may be adversely affected by poor economic conditions. Adverse
publicity and investor perceptions as well as new or proposed laws may also have
a negative impact on the market for high-yield/high-risk bonds.

CORPORATE BOND RATINGS

The ratings of fixed-income securities by Moody's and Standard &
Poor's are a generally accepted measurement of credit risk. However, they are
subject to certain limitations. Ratings are generally based upon historical
events and do not necessarily reflect the future. In addition, there is a
period of time between the issuance of a rating and the update of the rating,
during which time a published rating may be inaccurate.

-34-

<PAGE>

KEY TO MOODY'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

-35-

<PAGE>

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

KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

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

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

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

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

-36-

<PAGE>

Report of Independent Accountants

To the Investors and Trustees of
Berger/BIAM International CORE Fund

In our opinion, the accompanying statement of assets and liabilities presents
fairly, in all material respects, the financial position of Berger/BIAM
International CORE Fund (one of three funds comprising Berger/BIAM Worldwide
Funds Trust, hereafter referred to as the "Fund") at October 4, 1996, in
conformity with generally accepted accounting principles. This financial
statement is the responsibility of the Fund's management; our responsibility is
to express an opinion on this financial statement in accordance with generally
accepted auditing standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above.

PRICE WATERHOUSE LLP
Denver, Colorado
October 7, 1996

F-1
<PAGE>

BERGER/BIAM INTERNATIONAL CORE FUND
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 4, 1996

Assets

Investment in the Berger/BIAM International Portfolio $ 70,000
---------
Total Assets 70,000
---------
Liabilities
Total Liabilities 0
---------

Net Assets $ 70,000
---------
---------
Net Asset Value per share (7,000 shares of beneficial interest
outstanding; unlimited authorized shares of beneficial interest
of $0.01 par value). Offering and Redemption Price Per Share $ 10.00
---------
---------

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The Berger/BIAM International CORE Fund (the "Fund") is a series of the Berger/
BIAM Worldwide Funds Trust, a Delaware business trust (the "Trust") organized on
May 31, 1996, and has been inactive since that date except for matters relating
to its organization and registration as an investment company under the
Investment Company Act of 1940, as amended, and the sale of 7,000 shares of the
Fund to Berger Associates, Inc. ("Berger"), which currently owns 100% of BBOI
Worldwide LLC ("BBOI"), the administrator of the Fund.

All costs in organizing the Trust were paid by Berger.

F-2

<PAGE>

BERGER/BIAM INTERNATIONAL CORE FUND
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
OCTOBER 4, 1996

NOTE 2 - AGREEMENTS

Under an Administrative Services Agreement, the Fund pays BBOI a fee at an
annual rate equal to the lesser of 0.10% of its average daily net assets or
BBOI's annual cost to provide or procure administrative services plus 0.01% of
the Fund's average daily net assets. Under that Agreement, BBOI is responsible,
at its expense, for providing or procuring 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 services.

NOTE 3 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

F-3

<PAGE>

BERGER/BIAM INTERNATIONAL CORE FUND
STATEMENT OF ASSETS AND LIABILITIES - UNAUDITED
OCTOBER 11, 1996

Assets

Investment in the Berger/BIAM International Portfolio, at value $70,000
-------
Total Assets 70,000
-------
Liabilities
Total Liabilities 0
-------
Net Assets $70,000
-------
-------
Net Asset Value, Offering and Redemption Price Per Share
(7,000 shares of beneficial interest outstanding; unlimited
authorized shares of beneficial interest of $0.01 par value) $10.00
-------
-------
NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

The Berger/BIAM International CORE Fund (the "Fund") is a series of the
Berger/BIAM Worldwide Funds Trust, a Delaware business trust (the "Trust")
organized on May 31, 1996, and has been inactive since that date except for
matters relating to its organization and registration as an investment
company under the Investment Company Act of 1940, as amended, and the sale of
7,000 shares of the Fund to Berger Associates, Inc. ("Berger"), which
currently owns 100% of BBOI Worldwide LLC ("BBOI"), the administrator of the
Fund.

The Fund will invest all of its investable assets in the Berger/BIAM
International Portfolio (the "Portfolio"), a series of the Berger/BIAM
Worldwide Portfolios Trust. The Portfolio is an open-end management
investment company and has the same investment objective and policies as the
Fund. As an investor in the Portfolio, the Fund is allocated and bears
indirectly its pro rata share of the aggregate annual operating expenses of
the Portfolio including the investment advisory fee, custodian fees,
auditor's fees, transfer agent, recordkeeping and pricing agent fees.

All costs in organizing the Trust were paid by Berger.

F-4

<PAGE>

BERGER/BIAM INTERNATIONAL CORE FUND
NOTES TO FINANCIAL STATEMENT - UNAUDITED (CONTINUED)
OCTOBER 11, 1996

NOTE 2 - AGREEMENTS

Under an Administrative Services Agreement, the Fund pays BBOI a fee at an
annual rate equal to the lesser of 0.10% of its average daily net assets or
BBOI's annual cost to provide or procure administrative services plus 0.01%
of the Fund's average daily net assets. Under that Agreement, BBOI is
responsible, at its expense, for providing or procuring 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 services.

NOTE 3 - INVESTMENT VALUATION

The price of the Fund's shares is based on the net asset value of the Fund,
which is determined at the close of the regular trading session of the New
York Stock Exchange (the "Exchange") (normally 4:00 p.m., New York time) each
day that the Exchange is open. The per share net asset value of the Fund is
determined by dividing the total value of its assets, less liabilities, by
the total number of shares outstanding. Since the Fund will invest all of
its investable assets in the Portfolio, the value of the Fund's investable
assets will be equal to the value of its beneficial interest in the
Portfolio. Valuation of securities by the Portfolio is discussed in Note 2 of
the Portfolio's Notes to Financial Statement which accompany this Financial
Statement for the Fund.

NOTE 4 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

F-5

<PAGE>

Report of Independent Accountants

To the Investors and Trustees of
Berger/BIAM International Portfolio

PRICE WATERHOUSE LLP
Denver, Colorado
October 7, 1996 (except as to Note 5,
which is as of October 14, 1996)

F-6

<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 4, 1996

Assets

Cash $ 100,000
---------
Total Assets 100,000
---------

Liabilities
Total Liabilities 0
---------

Net Assets $ 100,000
---------
---------

NOTES TO FINANCIAL STATEMENT

NOTE 1 - ORGANIZATION

All costs in organizing the Trust were paid by Berger Associates, Inc.
("Berger"), which currently owns 100% of BBOI Worldwide LLC ("BBOI"), the
investment advisor to the Portfolio.

NOTE 2 - INVESTMENT VALUATION

F-7

<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
NOTES TO FINANCIAL STATEMENT (CONTINUED)
OCTOBER 4, 1996

NOTE 3 - AGREEMENTS

The Portfolio pays no fees directly to Berger or BIAM.

NOTE 4 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

NOTE 5 - SUBSEQUENT EVENT

F-8

<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO

SCHEDULE OF INVESTMENTS
(Unaudited)

OCTOBER 11, 1996

See notes to financial statement.

F-9

<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO

SCHEDULE OF INVESTMENTS
(Unaudited)

OCTOBER 11, 1996

F-10
<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO

SCHEDULE OF INVESTMENTS
(Unaudited)

OCTOBER 11, 1996

OTHER ASSETS, NET OF LIABILITIES (46.6%) 2,134,195
----------

See notes to financial statement.

F-11
<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES - UNAUDITED
OCTOBER 11, 1996

NOTE 1 - ORGANIZATION

The Berger/BIAM International Portfolio (the "Portfolio") is a series of the
Berger/ BIAM Worldwide Portfolios Trust (the "Trust"), a business trust
organized under the laws of the State of Delaware on May 31, 1996, and has
been inactive since that date except for matters relating to its organization
and registration as an investment company under the Investment Company Act of
1940, as amended, the sales of beneficial interests in the Portfolio in the
respective amounts of $70,000 and $30,000 to the Berger/BIAM International
CORE Fund and to the Berger/BIAM International Institutional Fund, and the
sale of additional beneficial interest to the Berger/BIAM International
Institutional Fund in exchange for $4,481,609 in portfolio assets, at value,
in connection with the conversion of the First International Equity Fund of
the NH Pooled Employee Benefit Trust (the "Pooled Trust") (see Note 5). Each
of the Berger/BIAM International CORE Fund and Berger/BIAM International
Institutional Fund are series of the Berger/BIAM Worldwide Funds Trust.

All costs in organizing the Trust were paid by Berger Associates, Inc.
("Berger"), which currently owns 100% of BBOI Worldwide LLC ("BBOI"), the
investment advisor to the Portfolio.

NOTE 2 - INVESTMENT VALUATION

The Portfolio's securities and other assets are valued at the close of the
regular trading session of the New York Stock Exchange (the "Exchange")
(normally 4:00 p.m. New York time) each day the Exchange is open. The
Portfolio's securities and other assets are valued as follows: securities
listed or traded primarily on national exchanges, The Nasdaq Stock Market and
foreign exchanges are valued at the last sale price on such markets, or, if
such a price is lacking for the trading period

F-12
<PAGE>

BERGER/BIAM INTERNATIONAL PORTFOLIO
NOTES TO FINANCIAL STATEMENT - UNAUDITED (CONTINUED)
OCTOBER 11, 1996

NOTE 2 - INVESTMENT VALUATION (CON'T)

NOTE 3 - AGREEMENTS

The Portfolio has entered into an Investment Advisory Agreement with BBOI,
under which BBOI is responsible for providing investment advisory and related
administrative services to the Portfolio. Pursuant to the Investment
Advisory Agreement, BBOI has delegated day-to-day management of the Portfolio
to Bank of Ireland Asset Management (U.S.) Limited ("BIAM"), and has
delegated certain administrative duties to Berger.

The Portfolio pays no fees directly to Berger or BIAM.

NOTE 4 - OTHER

Certain officers and trustees of the Trust are also officers and directors of
Berger.

NOTE 5 - CONVERSION OF POOLED TRUST

F-13

<PAGE>

PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS:

(a) FINANCIAL STATEMENTS.

In Part A of the Registration Statement (Prospectus):

None.

In Part B of the Registration Statement (Statement of Additional
Information):

BERGER/BIAM WORLDWIDE FUNDS TRUST

In the Statement of Additional Information for the Berger/BIAM
International Fund:

1. Report of Independent Accountants, dated October 7, 1996

2. Statement of Assets and Liabilities of the Berger/BIAM
International Fund, as of October 4, 1996

3. Notes to Statement of Assets and Liabilities, dated
October 4, 1996

4. Statement of Assets and Liabilities of the Berger/BIAM
International Fund, as of October 11, 1996 (unaudited)

5. Notes to Statement of Assets and Liabilities, dated October 11,
1996 (unaudited)

In the Statement of Additional Information for the Berger/BIAM
International Institutional Fund:

1. Report of Independent Accountants, dated October 7, 1996

2. Statement of Assets and Liabilities of the Berger/BIAM
International Institutional Fund, as of October 4, 1996

3. Notes to Statements of Assets and Liabilities, dated
October 4, 1996

4. Statement of Assets and Liabilities of the Berger/BIAM
International Institutional Fund, as of October 11, 1996
(unaudited)

5. Notes to Statement of Assets and Liabilities, dated October 11,
1996 (unaudited)

In the Statement of Additional Information for the Berger/BIAM
International CORE Fund:

1. Report of Independent Accountants, dated October 7, 1996

2. Statement of Assets and Liabilities of the Berger/BIAM
International CORE Fund, as of October 4, 1996

3. Notes to Statement of Assets and Liabilities, dated
October 4, 1996

4. Statement of Assets and Liabilities of the Berger/BIAM
International CORE Fund, as of October 11, 1996 (unaudited)

5. Notes to Statement of Assets and Liabilities, dated October 11,
1996 (unaudited)

BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST

In the Statement of Additional Information for each of the
Berger/BIAM International Fund, the Berger/BIAM International
Institutional Fund and the Berger/BIAM International CORE Fund

1. Report of Independent Accountants, dated October 7, 1996

2. Statement of Assets and Liabilities of the Berger/BIAM
International Portfolio, as of October 4, 1996

3. Notes to Statement of Assets and Liabilities, dated
October 4, 1996

4. Statement of Assets and Liabilities of the Berger/BIAM
International Portfolio, as of October 11, 1996 (unaudited)

5. Notes to Statement of Assets and Liabilities, dated October 11,
1996 (unaudited)

In Part C of the Registration Statement:

None.

C-1
<PAGE>

(b) EXHIBITS.

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

Item 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

All of the investable assets of each of the Funds of the Registrant are
invested as part of a "master/feeder" structure in the Berger/BIAM
International Portfolio (the "Portfolio"), a series of the Berger/BIAM
Worldwide Portfolios Trust ("Worldwide Portfolios"), a Delaware business
trust. The Funds of the Registrant are currently the only investors in the
Portfolio and the Portfolio is currently the only series of Worldwide
Portfolios. Accordingly, 100% of the voting securities of the Portfolio and
Worldwide Portfolios are held by the Registrant and the Portfolio
and Worldwide Portfolios may therefore be deemed to be controlled by the
Registrant.

Item 26. NUMBER OF HOLDERS OF SECURITIES

The number of record holders of shares of beneficial interest in the
Registrant as of the effective date of this Registration Statement, was as
follows:

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SERIES OR FUND NUMBER OF HOLDERS
OF SHARES
- --------------------------------------------------------------------------------
Berger/BIAM International Fund 1
- --------------------------------------------------------------------------------
Berger/BIAM International 2
Institutional Fund
- --------------------------------------------------------------------------------
Berger/BIAM International CORE Fund 1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Item 27. INDEMNIFICATION

Article IX, Section 2 of the Trust Instrument for Berger/BIAM
Worldwide Funds Trust (the "Trust") provides for indemnification of certain
persons acting on behalf of the Trust to the fullest extent permitted by the
law. In general, trustees, officers, employees and agents will be indemnified
against liability and against all expenses incurred by them in connection with
any claim, action, suit or proceeding (or settlement thereof) in which they
become involved by virtue of their Trust office, unless their conduct is
determined to constitute willful misfeasance, bad faith, gross negligence or
reckless disregard of

C-2
<PAGE>

their duties, or unless it has been determined that they have not acted in good
faith in the reasonable belief that their actions were in or not opposed to the
best interests of the Trust. The Trust also may advance money for these
expenses, provided that the trustees, officers, employees or agents undertake to
repay the Trust if their conduct is later determined to preclude
indemnification. The Trust has the power to purchase insurance on behalf of its
trustees, officers, employees and agents, whether or not it would be permitted
or required to indemnify them for any such liability under the Trust Instrument
or applicable law, and the Trust has purchased and maintains an insurance policy
covering such persons against certain liabilities incurred in their official
capacities.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

The business of BBOI Worldwide, the investment advisor of the
Portfolio, and Berger Associates, the sole owner of BBOI Worldwide, are
described in the Prospectus in Section 6 and in the Statement of Additional
Information in Section 4 which are included in this Registration Statement.

The business of BIAM, the sub-advisor to the Berger/BIAM International
Portfolio, is also described in Section 6 of the Prospectus and in Section 4 of
the Statement of Additional Information. Information relating to the business
and other connections of the officers and directors of BIAM (current and for the
past two years) is listed in Schedules A and D of BIAM's Form ADV as filed with
the Securities and Exchange Commission (File No. 801-29606, dated June 28,
1996), which information from such schedules is incorporated herein by
reference.

Item 29. PRINCIPAL UNDERWRITER

(a) Investment companies (other than the Registrant) for which the
Registrant's principal underwriter also acts as principal underwriter:

Guinness Flight Investment Funds, Inc.
Jurika & Voyles Mutual Funds
Hotchkis and Wiley Funds
Kayne Anderson Mutual Funds
Masters Concentrated Select Trust
Rainier Investment Management Mutual Funds
RNC Mutual Fund Group
PIC Investment Trust
Professionally Managed Portfolios
- -- Avondale Total Return Fund
- -- Osterweis Fund
- -- Perkins Opportunity Fund
- -- Pro-Conscience Women's Equity Mutual Fund
- -- Trent Equity Fund
- -- Academy Value Fund
- -- Boston Managed Growth Fund
- -- Leonetti Balanced Fund
- -- Lighthouse Growth Fund
- -- U.S. Global Leaders Growth Fund
- -- Harris Bretall Sullivan & Smith Growth Equity Fund
- -- Pzena Focused Value Fund
- -- Titan Financial Services Fund
- -- Matrix Growth Fund
- -- Matrix Emerging Growth Fund

(b) For First Fund Distributors, Inc.:

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Name and Principal Positions and Positions and
Business Address Offices with Offices with
Underwriter Registrant
- -------------------------------------------------------------------------------
Robert H. Wadsworth President, None
4455 E. Camelback Treasurer and
Road, Suite 261E Director
Phoenix, AZ 85018
- -------------------------------------------------------------------------------
Eric M. Banhazl Vice President and None
2025 E. Financial Director
Way
Glendora, CA 91741
- -------------------------------------------------------------------------------
Steven J. Paggioli Vice President, None
479 West 22nd Secretary and
Street Director
New York, NY 10011
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Item 30. LOCATION OF ACCOUNTS AND RECORDS

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

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

(b) Accounting records relating to cash and other money balances;
asset, liability, reserve, capital, income and expense accounts;
portfolio securities; purchases and sales; and brokerage
commissions are maintained by the Registrant's Recordkeeping and
Pricing Agent, Investors Fiduciary Trust Company ("IFTC"),
127 West 10th

C-3

<PAGE>

Street, Kansas City, Missouri 64105. Other records of the
Registrant relating to purchases and sales; the Trust Instrument,
minute books and other trust records; brokerage orders;
performance information and other records are maintained at the
offices of the Registrant at 210 University Boulevard, Suite 900,
Denver, Colorado 80206.

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

Item 31. MANAGEMENT SERVICES

The Registrant has no management-related service contract which is not
discussed in Parts A and B of this form. See Section 7 of the Prospectus and
Section 5 of the Statement of Additional Information for a discussion of the
Recordkeeping and Pricing Agent Agreement entered into between the Registrant
and IFTC and the Administrative Services Agreements entered into between the
Registrant and BBOI Worldwide, investment advisor to the Registrant.

Item 32. UNDERTAKINGS

(a) Registrant hereby undertakes to file a post-effective amendment,
containing reasonably current financial statements relating to each of the
Berger/BIAM International Fund, the Berger/BIAM International Institutional Fund
and the Berger/BIAM International CORE Fund (which need not be certified) within
four to six months of the later of the effective date of this Registration
Statement or commencement of operations of each such Fund respectively.

(b) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest annual report to
shareholders, upon request and without charge.

(c) Registrant undertakes to comply with the following policy with
respect to calling meetings of shareholders for the purpose of voting upon the
removal of any trustee of the Registrant and facilitating shareholder
communications related to such meetings:

1. The trustees will promptly call a meeting of shareholders for the
purpose of voting upon the removal of any trustee of the Registrant when
requested in writing to do so by the record holders of at least 10% of the
outstanding shares of the Registrant.

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<PAGE>

2. Whenever ten or more shareholders of record who have been
shareholders of the Registrant for at least six months, and who hold in the
aggregate either shares having a net asset value of at least $25,000 or at least
1% of the outstanding shares of the Registrant, whichever is less, apply to the
trustees in writing stating that they wish to communicate with other
shareholders with a view to obtaining signatures to request such a meeting, and
deliver to the trustees a form of communication and request which they wish to
transmit, the trustees within 5 business days after receipt of such application
either will (i) give such applicants access to a list of the names and addresses
of all shareholders of record of the Registrant, or (ii) inform such applicants
of the approximate number of shareholders of record and the approximate cost of
mailing the proposed communication and form of request.

3. If the trustees elect to follow the course specified in clause
(ii), above, the trustees, upon the written request of such applicants
accompanied by tender of the material to be mailed and the reasonable expenses
of the mailing, will, with reasonable promptness, mail such material to all
shareholders of record, unless within 5 business days after such tender the
trustees shall mail to such applicants and file with the Securities and Exchange
Commission (the "Commission"), together with a copy of the material requested to
be mailed, a written statement signed by at least a majority of the trustees to
the effect that in their opinion either such material contains untrue statements
of fact or omits to state facts necessary to make the statements contained
therein not misleading, or would be in violation of applicable law, and
specifying the basis of such opinion.

4. If the Commission enters an order either refusing to sustain any
of the trustees' objections or declaring that any objections previously
sustained by the Commission have been resolved by the applicants, the trustees
will cause the Registrant to mail copies of such material to all shareholders of
record with reasonable promptness after the entry of such order and the renewal
of such tender.

(d) Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the provisions set forth above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liability (other than the payment by the
Registrant of expense incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate

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<PAGE>

jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

C-6

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Berger/BIAM Worldwide Funds
Trust, has duly caused this amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City and
County of Denver, and State of Colorado, on the 15th day of October, 1996.

BERGER/BIAM WORLDWIDE FUNDS TRUST
(Registrant)

By /s/ Gerard M. Lavin
---------------------------------------
Name: Gerard M. Lavin
----------------------------------
Title: President
---------------------------------
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated for Berger/BIAM Worldwide Funds Trust and on
the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Gerard M. Lavin President (Principal October 15, 1996
- --------------------------- Executive Officer)
Gerard M. Lavin and Trustee

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<PAGE>

/s/ Kevin R. Fay Vice President, October 15, 1996
- --------------------------- Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)

/s/ Dennis E. Baldwin* Trustee October 15, 1996
- ---------------------------
Dennis E. Baldwin

/s/ William M.B. Berger* Trustee October 15, 1996
- ---------------------------
William M.B. Berger

/s/ Louis R. Bindner* Trustee October 15, 1996
- ---------------------------
Louis R. Bindner

/s/ Katherine A. Cattanach* Trustee October 15, 1996
- ---------------------------
Katherine A. Cattanach

/s/ Lucy Black Creighton* Trustee October 15, 1996
- ---------------------------
Lucy Black Creighton

/s/ Paul R. Knapp* Trustee October 15, 1996
- ---------------------------
Paul R. Knapp

/s/ Harry T. Lewis, Jr.* Trustee October 15, 1996
- ---------------------------
Harry T. Lewis, Jr.

/s/ Michael Owen* Trustee October 15, 1996
- ---------------------------
Michael Owen

/s/ William Sinclaire* Trustee October 15, 1996
- ---------------------------
William Sinclaire

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

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<PAGE>

SIGNATURES

Berger/BIAM Worldwide Portfolios Trust has duly caused this amendment
to the Registration Statement on Form N-1A of Berger/BIAM Worldwide Funds Trust
to be signed under the Securities Act of 1933 on its behalf by the undersigned,
thereunto duly authorized, in the City and County of Denver, and State of
Colorado, on the 15th day of October, 1996.

BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST
(Registrant)

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

This amendment to the Registration Statement of Berger/BIAM Worldwide
Funds Trust has been signed below under the Securities Act of 1933 by the
following persons in the capacities indicated for Berger/BIAM Worldwide
Portfolios Trust and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Gerard M. Lavin President (Principal October 15, 1996
- --------------------------- Executive Officer)
Gerard M. Lavin and Trustee

/s/ Kevin R. Fay Vice President, October 15, 1996
- --------------------------- Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)

C-9