BERGER BIAM WORLDWIDE FUNDS TRUST, 497, 1997-04-01

BERGER BIAM WORLDWIDE FUNDS TRUST
497, 1997-04-01

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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 concisely sets forth 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, dated March 31, 1997, is incorporated by
reference into this Prospectus in its entirety and 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. The Securities and
Exchange Commission maintains an Internet Web site
(http://www.sec.gov) that contains the Statement of Additional
Information, material incorporated by reference and other information
regarding the Fund.

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 MARCH 31, 1997
<PAGE>
Table of Contents

Section Page
- ------- ----

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

2. Condensed Financial Information............................ 2

3. Introduction............................................... 4

4. Investment Objective and Policies and Risk Factors......... 4

5. Portfolio Turnover......................................... 12

6. Additional Information About Master/Feeder Structure....... 12

7. Management and Investment Advice........................... 14

8. Expenses of the Fund....................................... 16

9. Policies of the Fund to Promote Sales of Fund Shares....... 19

10. How to Purchase Shares in the Fund........................ 20

11. How the Net Asset Value Is Determined..................... 22

12. Open Account System and Share Certificates................ 23

13. How To Redeem or Sell Fund Shares......................... 23

14. Exchange Privilege and Systematic Withdrawal Plan......... 26

15. Tax-Sheltered Retirement Plans............................ 27

16. Income Dividends, Capital Gains Distributions and
Tax Treatment............................................. 28

17. Additional Information.................................... 29

18. Performance............................................... 30

<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%

* 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)

<S> <C> <C> <C> <C>
Berger/BIAM
International Fund0.85%*** 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%.

</TABLE>
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>
1 YEAR 3 YEARS

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.

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. 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. 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. CONDENSED FINANCIAL INFORMATION

On the following page is a table setting forth certain
financial highlights of the Fund for the period November 7, 1996 (date
operations commenced) to January 31, 1997. The information contained
in the table is unaudited. Additional performance information is
contained in the Fund's most recent Semi-Annual Report, which may be
obtained upon request and without charge by calling the Fund at 1-800-
333-1001.

-2-
<PAGE>
BERGER/BIAM INTERNATIONAL FUND
FINANCIAL HIGHLIGHTS
(UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
NOVEMBER 7, 1996 (DATE OPERATIONS COMMENCED) TO JANUARY 31, 1997

Net Asset Value, Beginning of Period............... $10.00
-----
Income From Investment Operations:
Net Investment Income (Loss)....................... (.02)
-----
Net Realized and Unrealized Gains
(Losses) on Securities.......................... .50
---

Total From Investment Operations................... .48
---

Less Distributions:
Dividends (from net investment income)............. .00
---
Distributions (from capital gains)................. .00
---
Total Distributions................................ .00
---

Net Asset Value, End of Period..................... $10.48
=====
Total Return*...................................... 4.80%
=====
Ratios/Supplemental Data:

Net Assets, End of Period (in thousands)........... $13,721

Ratios of Expenses to Average Net Assets~.......... 1.81%

Ratio of Net Income (Loss) to Average Net Assets~.. (0.72)%

Portfolio Turnover Rate*+.......................... 7.38%

Average Commission Rate+........................... $0.0254

* Based on operations for the period shown and, accordingly, are not
representative of a full year.
~ Annualized.
+ Represents the Portfolio Turnover Rate and Average Commission Rate,
as applicable, of the Portfolio. All of the investable assets of the
Fund are invested in the Portfolio.

-3-
<PAGE>
3. INTRODUCTION

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

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

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."

4. 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

-4-<PAGE>
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.

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:

o 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, positive banking
environment, rapid economic development in the Pacific
Basin, global healthcare trends and unique consumer
franchises.

o 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

-5-<PAGE>
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-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

-6-<PAGE>
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 and other instruments in which the
Portfolio may invest.

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

-7-<PAGE>
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 foreign
currency in which a security is denominated appreciates against the
U.S. dollar, the dollar value of the security will increase.
Conversely, a decline in the exchange rate of the foreign currency
against the U.S. dollar would adversely affect the dollar value of the
foreign securities. Foreign currency exchange rates are determined by
forces of supply and demand on the foreign exchange markets, which are
in turn affected by the international balance of payments and other
economic and financial conditions, government intervention,
speculation and other factors.

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-

-8-<PAGE>
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 established companies. Smaller companies also may be less
significant factors within their industries and may have difficulty
withstanding competition from larger companies. While smaller
companies may be subject to these additional risks, they may also
realize more substantial growth than larger or more established
companies.

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

-9-<PAGE>
parties to exchange particular goods or instruments (such as foreign
currencies) at a set price on a future date. The Portfolio currently
intends that it will use forward contracts only for hedging purposes
and that it may enter into forward foreign currency exchange
contracts, provided the aggregate value of all outstanding contracts
does not exceed the value of the Portfolio's assets. Although a
hedging transaction may, for example, partially protect the Portfolio
from a decline in the foreign exchange price of a particular security
or its portfolio generally, hedging may also limit the potential
return to the Portfolio due to positive foreign exchange movements,
and the cost of the transaction will reduce the potential return on
the security or the portfolio. In addition, forward foreign currency
exchange contracts do not eliminate fluctuations in the prices of the
underlying securities the Portfolio owns or intends to acquire.

The Portfolio will generally enter into forward foreign
currency exchange contracts either with respect to specific
transactions or with respect to the Portfolio's security positions.
For example, the Portfolio may enter into a forward contract in order
to fix the price (in terms of a specified currency, which may be U.S.
dollars or a foreign currency) for securities it has agreed to buy or
sell or is considering buying or selling. Further, when the Sub-
Advisor believes that a particular foreign currency in which some or
all of the Portfolio's investments are denominated may decline
compared to the U.S. dollar, the Portfolio may enter into a forward
contract to sell the currency that is expected to decline (or another
currency which acts as a proxy for that currency). However, the
Portfolio will be permitted to make such investments for hedging
purposes only, and only if the aggregate amount of its obligations
under these contracts does not exceed the total market value of the
assets the Portfolio is attempting to hedge, such as a portion or all
of its securities denominated in a specific foreign currency. To
ensure that the Portfolio will be able to meet its obligations under
its forward foreign currency exchange contracts, the Portfolio will be
required to place liquid assets in a segregated account with its
custodian bank or to set aside securities to "cover" its commitments
in these contracts.

Forward foreign currency exchange contracts are privately
negotiated (i.e., over-the-counter) and the parties may agree to
offset or terminate the contract before its maturity or may hold the
contract to maturity and complete the contemplated delivery of the
underlying foreign currency. Transactions in forward foreign currency
exchange contracts by the Portfolio involve the potential for a loss
that may exceed the amount of commitment the Portfolio would be
permitted to make in those contracts under its investment limitations.
The principal risks of the 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

-10-<PAGE>
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.

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

-11-
<PAGE>
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.

5. 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%.

6. 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 1-800-333-1001. Shareholders willing to
maintain an account balance of not less than $100,000 may want to
consider the

-12-<PAGE>
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 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.

-13-<PAGE>
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.

7. MANAGEMENT AND INVESTMENT ADVICE

The trustees of the Trust are responsible for major
decisions relating to the Fund's policies and objective. They also
oversee the operation of the Fund by its officers and review the
investment performance of the Fund on a regular basis. The trustees
of Worldwide Portfolios have overall responsibility for operation of
the Portfolio. A majority of the trustees of the Trust and Worldwide
Portfolios who are not "interested persons" (as defined in the
Investment Company Act of 1940) of the Trust or Worldwide Portfolios
("Independent Trustees") have adopted written procedures reasonably
appropriate to deal with potential conflicts of interest arising from
the fact that the same individuals are trustees of the Trust and
Worldwide Portfolios, up to and including creating a new board of
trustees for the Trust or Worldwide Portfolios. Additional
information concerning the trustees and the officers of the Trust and
Worldwide Portfolios is furnished in the Statement of Additional
Information under the heading "Management of the Fund."

THE ADVISOR -- GENERAL BUSINESS MANAGEMENT AND INVESTMENT OVERSIGHT

The investment advisor to the Portfolio is BBOI Worldwide
LLC (the "Advisor" or "BBOI Worldwide"), 210 University Boulevard,
Denver, CO 80206. The Advisor oversees, evaluates and monitors the
investment advisory services provided to the Portfolio by the
Portfolio's Sub-Advisor and is responsible for furnishing general
business management and administrative services to the Portfolio, such
as coordinating certain matters relating to the operations of the
Portfolio and monitoring the Portfolio's compliance with all
applicable federal and state securities laws. Currently, the Advisor
serves in this capacity only to the Portfolio.

The Advisor is a Delaware limited liability company formed
in 1996. Since the Advisor was only recently formed, it has only
limited prior experience as an investment advisor. However, the
Advisor is a joint venture between Berger Associates, Inc. ("Berger
Associates") and Bank of Ireland Asset Management (U.S.) Limited
("BIAM"), the Sub-Advisor to the Portfolio, which have both been in
the investment advisory business for many years.

-14-
<PAGE>
and BIAM's role is to provide international and global investment
management expertise. Agreement of representatives of both Berger
Associates and BIAM is required for all significant management
decisions.

Berger Associates serves as investment advisor or sub-
advisor to mutual funds, pension and profit-sharing plans, and
institutional and private investors, and had assets under management
of more than $3.5 billion as of December 31, 1996. Kansas City
Southern Industries, Inc. ("KCSI") owns approximately 87% 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. BIAM is described immediately
below.

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. 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 $21
billion as of December 31, 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.

-15-<PAGE>
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.

8. 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.

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

-16-<PAGE>
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.

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

-17-
<PAGE>
otherwise would be paid for by the Advisor if all the investors who
own Fund shares through the organization were instead direct
registered record holders of shares in the Fund.

Under a Sub-Administration Agreement between the Advisor and
Berger Associates, Berger Associates has been delegated the
responsibility to perform certain administrative and recordkeeping
services required under the Administrative Services Agreement and to
procure, at the Advisor's expense, third parties to provide the
services not provided by Berger Associates. Under the Sub-
Administration Agreement, Berger Associates is paid a fee by the
Advisor of 0.25% of the Fund's average daily net assets for its
services. During certain periods, Berger Associates may voluntarily
waive all or a portion of its fee from the Advisor, which will not
affect the fee paid by the Fund to the Advisor under the
Administrative Services Agreement. Investors Fiduciary Trust Company
("IFTC") has been appointed to provide recordkeeping and pricing
services to the Fund, including calculating the daily net asset value
of the Fund, and to perform certain accounting and recordkeeping
functions that it requires. In addition, IFTC has been appointed to
serve as the Fund's custodian, transfer agent and dividend disbursing
agent. IFTC has engaged DST Systems, Inc. ("DST"), as sub-transfer
agent to provide transfer agency and dividend disbursing services for
the Fund. The fees of Berger Associates, IFTC and DST are all paid by
the Advisor. Approximately 40% of the outstanding shares of DST are
owned by KCSI, which also owns approximately 87% 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, 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.

-18-<PAGE>
DISTRIBUTOR

The distributor (principal underwriter) of the Fund's shares
is Berger Distributors, Inc. (the "Distributor"), 210 University
Boulevard, Suite 900, Denver, CO 80206. The Distributor may be
reimbursed by Berger Associates for its costs in distributing the
Fund's shares. See "Policies of the Fund to Promote Sales of Shares"
below. The Distributor is a wholly-owned subsidiary of Berger
Associates, and certain officers of the Fund are officers or directors
of the Distributor.

9. 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 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, 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.

-19-<PAGE>
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
and the recommendations of a broker-dealer to its customers that they
purchase Fund shares as factors 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.

10. 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 along with a check made 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.

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.

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.

-20-
<PAGE>
(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 on-line
must be made by electronic funds transfer. Payment for shares ordered
by telephone 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 electronic funds transfer. Shareholders may also
remit by wire 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.

(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 by telephone may be made by wire or
electronic funds transfer from the investor's bank to DST Systems,
Inc. Shares purchased on-line must be paid for by electronic funds
transfer. 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.

-21-<PAGE>
initial or subsequent investments or to increase the minimum
investment or account balance requirements following notice. No
application to purchase shares is binding on the Fund until accepted
in writing.

11. HOW THE NET ASSET VALUE IS DETERMINED

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

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

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

The Portfolio's securities may be listed primarily on
foreign exchanges or over-the-counter dealer markets which may trade
on days when the Exchange is closed (such 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.

-22-<PAGE>
12. 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.

13. HOW TO REDEEM OR SELL FUND SHARES

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

The signatures of the redeeming shareholders must be
guaranteed by a national or state bank, a member firm of a domestic
stock exchange or the National Association of Securities Dealers
(NASD), a credit union, a federal savings and loan association or
another eligible guarantor institution if the redemption: exceeds
$100,000; is being made payable other than exactly as registered; is
being mailed to an address which has been changed within 30 days of
the redemption request; or is being mailed to an address other than
the one on record. A notary public is not an acceptable guarantor.
The Fund also reserves the right to require a signature guarantee
under other circumstances. The signature guarantees must appear,
together with the signatures of the registered owners, (i) on the
written request for redemption which clearly identifies the account
and the number of shares to be redeemed, (ii) on a separate instrument
of assignment ("stock power") which may be obtained from a bank or
broker, or (iii) on any share certificates tendered for redemption.
The use of 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.

-23-<PAGE>
(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 New York Stock 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 transaction, 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, 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 draft 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 draft 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

-24-
<PAGE>
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 generally 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 Berger Cash Account Trust portfolio be made by wire or
electronic funds transfer and should review the Berger 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 Berger 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 draft 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.

(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. If such amount is not added to the account, the
shares will be redeemed, at the per share net asset value next
determined after the 60th day following the notice. A draft 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.

-25-<PAGE>
14. EXCHANGE PRIVILEGE AND SYSTEMATIC WITHDRAWAL PLAN

(i) EXCHANGES. By telephoning the Fund at 1-800-551-5849,
or writing to the Fund 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 other
publicly available Berger Funds or for shares of the Money Market
Portfolio, the Government Securities Portfolio or the Tax-Exempt
Portfolio of the Berger Cash Account Trust (the "Berger CAT
Portfolios"), separately managed, unaffiliated money market funds.
Exchanges may be made only if the Berger Fund or Berger CAT Portfolio
with which you wish to exchange your shares is eligible for sale in
your state of residence. The exchange privilege with the Berger CAT
Portfolios does not constitute an offering or recommendation of the
shares of any such Berger 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 Berger CAT
Portfolios.

It is your responsibility to obtain and read a prospectus of
the Berger Fund or Berger CAT Portfolio into which you are exchanging.
By giving exchange instructions, a shareholder will be deemed to have
acknowledged receipt of the prospectus for the Berger Fund or Berger
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
Berger CAT Portfolios. In times of extreme economic or market
conditions, exchanging Fund or Berger 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 New York Stock Exchange. A
day or more delay may be experienced prior to the investment of the
redemption proceeds into a Berger CAT Portfolio. Each exchange
represents the sale of shares from one fund and the purchase of shares
in another, which may produce a gain or loss for U.S. Federal income
tax purposes.

All exchanges are subject to the minimum and subsequent
investment requirements of the fund or Berger 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 or the Berger 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

-26-<PAGE>
or by writing to the Berger Funds, 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 Berger
Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141,
or call 1-800-551-5849.

15. 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 sometimes
referred to as Keogh or HR 10 plans.

The Fund also offers an Individual Retirement Account
("IRA"). Individuals who have compensation, but who are either not
covered by existing qualified retirement plans and do not have spouses
covered by such plans, or do not have incomes which exceed certain
amounts, may contribute tax-deductible dollars to an IRA. Individuals
who are covered by existing retirement plans or have spouses covered
by such plans, and whose incomes exceed the applicable amounts, are
not permitted to deduct their IRA contributions for U.S. Federal
income tax purposes. However, whether an individual's contributions
are deductible or not, the earnings on his or her IRA are not taxed
until the account is distributed.

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

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

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<PAGE>
16. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX
TREATMENT

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

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

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

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

-28-
<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.

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.

17. 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 only limited prior operating histories, 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.

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

-29-<PAGE>
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.

The Glass-Steagall Act prohibits a depository institution
and certain affiliates 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. 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.

18. PERFORMANCE

-30-<PAGE>
Investment Survey or by publications of general interest such as THE
WALL STREET JOURNAL, INVESTOR'S BUSINESS DAILY, BARRON'S, FINANCIAL
WORLD or KIPLINGER'S PERSONAL FINANCE MAGAZINE. In addition, the Fund
may compare its performance to that of recognized broad-based
securities market indices, including the Morgan Stanley Capital
International EAFE (Europe, Australasia, Far East) Index, the Dow
Jones World Index, the Standard & Poor's 500 Stock Index, the Nasdaq
Composite Index, or more narrowly-based indices which reflect the
market sectors in which the Fund invests.

The total return of the Fund is calculated for any specified
period of time by assuming the purchase of shares of the Fund at the
net asset value at the beginning of the period. Each dividend or
other distribution paid by the Fund is assumed to have been reinvested
at the net asset value on the reinvestment date. The total number of
shares then owned as a result of this process is valued at the net
asset value at the end of the period. The percentage increase is
determined by subtracting the initial value of the investment from the
ending value and dividing the remainder by the initial value.

The Fund's total return reflects the Fund's performance over
a stated period of time. An average annual total return reflects the
hypothetical annually compounded return that would have produced the
same total return if the Fund's performance had been constant over the
entire period. Total return figures are based on the overall change
in value of a hypothetical investment in the Fund. Because average
annual total returns for more than one year tend to smooth out
variations in the Fund's return, investors should recognize that such
figures are not the same as actual year-by-year results.

Any performance figures for the Fund are based upon
historical results and do not assure future performance. The
investment return and principal value of an investment will fluctuate
so that an investor's shares, when redeemed, may be worth more or less
than their original cost.

The Portfolio commenced operations upon the transfer to the
Portfolio of assets held in a pooled trust (the "Pool") maintained by
Citizens Bank New Hampshire, for which BIAM has provided day-to-day
portfolio management as sub-advisor since the inception of the Pool.
BIAM's bank holding company parent indirectly owns a 23.5% interest in
the parent of Citizens Bank New Hampshire. The Pool had substantially
the same investment objective, policies and limitations of the Fund
and the Portfolio. Assets from the Pool were transferred to 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.

-31-<PAGE>
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 DECEMBER 31, 1996

Berger/BIAM
International Fund<F1> EAFE Index<F2>

1-Year 18.49% 6.36%
3-Year 9.06% 8.64%
5-Year 14.28% 8.48%
Since Inception<F3> 13.61% 4.20%

[FN]
<F1> Total return data for the Fund for periods prior to October 11,
1996, reflect the performance of the pool of assets transferred on
that date into the Portfolio in which all of the Fund's assets are
invested, adjusted at that time for any increase in expenses
anticipated in operating the Fund, including the Fund's pro rata share
of the aggregate annual operating expenses, net of fee waivers, of the
Portfolio.

<F2> 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.

<F3> 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

-32-<PAGE>
Berger Small Company Growth Fund, the Berger New Generation Fund and
the Berger Small Cap Value 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.

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.

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.
<PAGE>
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 MARCH 31, 1997
<PAGE>
Table of Contents

Section Page
- ------- ----

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

2. Condensed Financial Information............................... 2

3. Introduction.................................................. 4

4. Investment Objective and Policies and Risk Factors............ 4

5. Portfolio Turnover............................................ 12

6. Additional Information About Master/Feeder Structure.......... 12

7. Management and Investment Advice.............................. 14

8. Expenses of the Fund.......................................... 16

9. Purchase of Shares in the Fund................................ 19

10. Net Asset Value.............................................. 21

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

12. Redemption of Fund Shares.................................... 22

13. Exchange Privilege........................................... 25

14. Plans and Programs........................................... 25

15. Income Dividends, Capital Gains Distributions and Tax
Treatment.................................................... 26

16. Additional Information....................................... 28

17. Performance.................................................. 29

<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% 0.50% 1.35%***
Institutional 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."

** 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 YEAR 3 YEARS
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.

-1-
<PAGE>
THE EXPENSES SET FORTH IN THE PRECEDING TABLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE ASSUMED 5%
ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE GREATER
OR LESS THAN THE ASSUMED AMOUNT.

Total 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,"
and "Expenses of the Fund."

2. CONDENSED FINANCIAL INFORMATION

On the following page is a table setting forth certain financial
highlights of the Fund for the period October 11, 1996 (date
operations commenced) to January 31, 1997. The information contained
in the table is unaudited. Additional performance information is
contained in the Fund's most recent Semi-Annual Report, which may be
obtained upon request and without charge by calling the Fund at 1-800-
706-0539.

-2-
<PAGE>
BERGER/BIAM INTERNATIONAL INSTITUTIONAL FUND
FINANCIAL HIGHLIGHTS
(UNAUDITED)

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
OCTOBER 11, 1996 (DATE OPERATIONS COMMENCED) TO JANUARY 31, 1997

Net Asset Value, Beginning of Period...................... $10.00
------
Income From Investment Operations:
Net Investment Income (Loss).............................. (.01)
Net Realized and Unrealized Gains
(Losses) on Securities................................. .61
-----
Total From Investment Operations.......................... .60
-----
Less Distributions:
Dividends (from net investment income).................... .00
Distributions (from capital gains)........................ .00
-----

Total Distributions....................................... .00
-----

Net Asset Value, End of Period............................ $10.60
======
======

Total Return*............................................. 6.00%
======

Ratios/Supplemental Data:

Net Assets, End of Period (in thousands).................. $5,295

Ratio of Expenses to Average Net Assets~.................. 1.32%

Ratio of Net Income (Loss) to Average Net Assets~......... (0.29)%

Portfolio Turnover Rate+*................................. 7.38%

Average Commission Rate+.................................. $0.0254

-3-
<PAGE>
3. 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:

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."

4. INVESTMENT OBJECTIVE AND POLICIES AND RISK FACTORS

-4-
<PAGE>
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.

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:

o 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, positive banking environment, rapid economic
development in the Pacific Basin, global healthcare trends and
unique consumer franchises.

-5-
<PAGE>
o 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-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

-6-
<PAGE>
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

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

-7-
<PAGE>
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.

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

-8-
<PAGE>
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 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 established
companies. Smaller companies also may be less significant factors
within their industries and may have difficulty withstanding
competition from larger companies. While smaller companies may be
subject to these additional risks, they may also realize more
substantial growth than larger or more established companies.

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

-9-
<PAGE>
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.

-10-
<PAGE>
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.

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

-11-
<PAGE>
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.

5. PORTFOLIO TURNOVER

6. 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

-12-
<PAGE>
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 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.

-13-
<PAGE>
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.

7. MANAGEMENT AND INVESTMENT ADVICE

The trustees of the Trust are responsible for major decisions
relating to the Fund's policies and objective. They also oversee the
operation of the Fund by its officers and review the investment
performance of the Fund on a regular basis. The trustees of Worldwide
Portfolios have overall responsibility for operation of the Portfolio.
A majority of the trustees of the Trust and Worldwide Portfolios who
are not "interested persons" (as defined in the Investment Company Act
of 1940) of the Trust or Worldwide Portfolios ("Independent Trustees")
have adopted written procedures reasonably appropriate to deal with
potential conflicts of interest arising from the fact that the same
individuals are trustees of the Trust and Worldwide Portfolios, up to
and including creating a new board of trustees for the Trust or
Worldwide Portfolios. Additional information concerning the trustees
and the officers of the Trust and Worldwide Portfolios is furnished in
the Statement of Additional Information under the heading "Management
of the Fund."

THE ADVISOR -- GENERAL BUSINESS MANAGEMENT AND INVESTMENT OVERSIGHT

The investment advisor to the Portfolio is BBOI Worldwide LLC
(the "Advisor" or "BBOI Worldwide"), 210 University Boulevard, Denver,
CO 80206. The Advisor oversees, evaluates and monitors the investment
advisory services provided to the Portfolio by the Portfolio's Sub-
Advisor and is responsible for furnishing general business management
and administrative services to the Portfolio, such as coordinating
certain matters relating to the operations of the Portfolio and
monitoring the Portfolio's compliance with all applicable federal and
state securities laws. Currently, the Advisor serves in this capacity
only to the Portfolio.

The Advisor is a Delaware limited liability company formed in
1996. Since the Advisor was only recently formed, it has only limited
prior experience as an investment advisor. However, the Advisor is a
joint venture between Berger Associates, Inc. ("Berger Associates")
and Bank of Ireland Asset Management (U.S.) Limited ("BIAM"), the Sub-
Advisor to the Portfolio, which have both been in the investment
advisory business for many years.

Berger Associates serves as investment advisor or sub-advisor to
mutual funds, pension and profit-sharing plans, and institutional and
private investors, and had assets under management of more than $3.5
billion as of December 31, 1996. Kansas City Southern Industries,
Inc. ("KCSI") owns approximately 87% 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. BIAM is described immediately below.

THE SUB-ADVISOR -- EXPERIENCED INTERNATIONAL INVESTMENT MANAGEMENT

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.

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<PAGE>
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 and
the recommendations of a broker-dealer to its customers that they
purchase Fund shares as factors in the selection of broker-dealers to
execute securities transactions for the Portfolio. In placing
portfolio business with such broker-dealers, the Sub-Advisor will seek
the best execution of each transaction.

ADVISORY FEES

Under the Investment Advisory Agreement for the Portfolio, the
Advisor is compensated for its services to the Portfolio by the
payment of a fee at the annual rate of 0.90% of the average daily net
assets of the Portfolio. Until at least April 30, 1998, the Advisor
has agreed voluntarily to waive the investment advisory fee paid by
the Portfolio under the Investment Advisory Agreement to the extent
that the Portfolio's normal operating expenses in any fiscal year,
including the investment advisory fee and custodian fees, but
excluding brokerage commissions, interest, taxes and extraordinary
expenses, exceed 1.00% of the Portfolio's average daily net assets for
that fiscal year. Any reduction in the advisory fee paid by the
Portfolio will also reduce the pro rata share of the advisory fee
borne indirectly by the Fund.

The Portfolio pays no fees directly to the Sub-Advisor. The Sub-
Advisor will receive from the Advisor a fee at the annual rate of
0.45% of the average daily net assets of the Portfolio. During
certain periods, the Sub-Advisor may voluntarily waive all or a
portion of its fee under the Sub-Advisory Agreement, which will not
affect the fee paid by the Portfolio to the Advisor.

8. 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

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<PAGE>
payable to the Advisor under the Investment Advisory Agreement; and
such other non-recurring and extraordinary items as may arise from
time to time.

Until at least April 30, 1998, the Advisor has agreed voluntarily
to waive the investment advisory fee paid by the Portfolio under the
Investment Advisory Agreement to the extent that the Portfolio's
normal operating expenses in any fiscal year, including the investment
advisory fee and custodian fees, but excluding brokerage commissions,
interest, taxes and extraordinary expenses, exceed 1.00% of the
Portfolio's average daily net assets for that fiscal year. Any
reduction in the advisory fee paid by the Portfolio will also reduce
the pro rata share of the advisory fee borne indirectly by the Fund.

Expenses of the Fund include, among others, its pro rata share of
the expenses of the Trust, such as expenses of meetings of the
shareholders of the Trust. Expenses of the Fund also include, among
others, taxes imposed on the Fund; the fee payable to the Advisor
under the Administrative Services Agreement; and such other non-
recurring and extraordinary items as may arise from time to time.

SERVICE ARRANGEMENTS FOR THE FUND

Under the Administrative Services Agreement with the Fund, the
Advisor serves as the administrator of the Fund. In this capacity, it
is responsible for administering and managing all aspects of the
Fund's day-to-day operations, subject to the oversight of the trustees
of the Trust. The Advisor is responsible, at its expense, for
furnishing (or procuring other parties to furnish) all administrative
services reasonably necessary for the operation of the Fund, including
recordkeeping and pricing services, custodian services, transfer
agency and dividend disbursing services, tax and audit services,
insurance, legal services, printing and mailing to shareholders of
prospectuses and other required communications, and certain other
administrative and recordkeeping services, such as coordinating
matters relating to the operations of the Fund, monitoring the Fund's
status as a "regulated investment company" under the Internal Revenue
Code of 1986, registering sufficient Fund shares under federal and
state securities laws, and arranging for and supervising the
preparation of registration statements, tax returns, proxy materials,
financial statements and reports for filing with regulatory
authorities and distribution to shareholders of the Fund. Under the
Administrative Services Agreement, the Fund pays the Advisor a fee at
an annual rate equal to the lesser of (i) 0.35% of its average daily
net assets, or (ii) the Advisor's annual cost to provide or procure
these services (including the fees of any services providers whose
services are procured by the Advisor), plus an additional 0.02% of the
Fund's average daily net assets. The trustees of the Trust regularly
review amounts paid to and expenditures incurred by the Advisor
pursuant to the Administrative Services Agreement. In addition, in
the event that the Advisor's duties under the Administrative Services
Agreement are delegated to another party, the Advisor may take into
account, in calculating the cost of such services, only the costs
incurred by such other party in discharging the delegated duties.

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<PAGE>
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

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, 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

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<PAGE>
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
Berger Distributors, Inc. (the "Distributor"), 210 University
Boulevard, Suite 900, Denver, CO 80206. The Distributor may be
reimbursed by Berger Associates for its costs in distributing the
Fund's shares. The Distributor is a wholly-owned subsidiary of Berger
Associates, and certain officers of the Fund are officers or directors
of the Distributor.

9. 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 $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

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 -

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<PAGE>
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 to DST
Systems, Inc. Please call 1-800-960-8427 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.

The Fund will, at its discretion, accept orders transmitted by
these organizations although not accompanied by payment for the shares
being purchased. Payment must be received by the Fund within three
business days after acceptance of the order. The price at which a
purchase will be effected is based on the next calculation of net
asset value after the order is received by the Fund's transfer agent,
sub-transfer agent or any other authorized agent of the Fund.

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

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<PAGE>
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.

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

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<PAGE>
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.

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, 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. 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.

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<PAGE>
(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 1-800-960-8427. 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.

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 draft 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 draft 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.

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<PAGE>
written, signature guaranteed instructions. Redemption proceeds paid
by wire transfer generally 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 draft 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 $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. If such amount is not added to the account, the
shares will be redeemed, at the per share net asset value next
determined after the 60th day following the notice. A draft 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.

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<PAGE>
13. EXCHANGE PRIVILEGE

(i) EXCHANGES. By telephoning the Fund at 1-800-960-8427, 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 other publicly available Berger Funds. Exchanges may be made
only if the Berger Fund into which a shareholder wishes to exchange
shares is eligible for sale in the shareholder's state of residence.

It is each investor's responsibility to obtain and read a
prospectus of the Berger 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 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 New York Stock 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 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, 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 Berger Funds, c/o DST
Systems, Inc., P.O. Box 419958, Kansas City, MO 64141.

14. 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

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<PAGE>
investment or investment alternative in their plans should contact the
Fund at 1-800-960-8427.

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
1-800-960-8427.

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
1-800-960-8427 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.

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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 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.

-27-
<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 only limited 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.

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 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.

If shareholders owning at least 10% of the outstanding shares of
the Berger/BIAM Worldwide Funds Trust so request, a special
shareholders' meeting will be held for the purpose of considering the
removal of a trustee of the Trust. Special meetings will be held for
other purposes if the holders of at least 25% of the outstanding
shares of the Trust so request. Subject to certain limitations, the
Trust will facilitate appropriate communications by shareholders
desiring to call a special meeting for the purpose of considering the
removal of a trustee.

The Fund invests all of its investable assets in the Portfolio, a
series of Worldwide Portfolios, which is also a Delaware business
trust divided into series. Investors in each series of Worldwide
Portfolios will vote separately or together in the same manner as
shareholders of the Trust's series. For more information on the Trust
and Worldwide Portfolios, see "Additional Information" in the
Statement of Additional Information.

The Glass-Steagall Act prohibits a depository institution and
certain affiliates from underwriting or distributing most securities
and from affiliating with businesses engaged

-28-
<PAGE>
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. 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 Fund's total return reflects the Fund's performance over a
stated period of time. An average annual total return reflects the
hypothetical annually compounded return that would have produced the
same total return if the Fund's performance had been constant over the
entire period. Total return figures are based on the overall change
in value of a hypothetical investment in the Fund. Because average
annual total returns for more than one year tend to smooth out
variations in the Fund's return, investors should recognize that such
figures are not the same as actual year-by-year results.

Any performance figures for the Fund are based upon historical
results and do not assure future performance. The investment return
and principal value of an investment will fluctuate so that an
investor's shares, when redeemed, may be worth more or less than their
original cost.

The Portfolio commenced operations upon the transfer to the
Portfolio of assets held in a pooled trust (the "Pool") maintained by
Citizens Bank New Hampshire, for

-29-
<PAGE>
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.

AVERAGE ANNUAL TOTAL RETURN
FOR PERIODS ENDED DECEMBER 31, 1996

BERGER/BIAM
INTERNATIONAL
INSTITUTIONAL FUND <F1> EAFE INDEX<F2>

1-YEAR 18.87% 6.36%
3-YEAR 9.46% 8.64%
5-YEAR 14.72% 8.48%
SINCE INCEPTION<F3> 14.05% 4.20%

[FN]
<F1>
Total return data for the Fund for periods prior to October 11,
1996, reflect the performance of the pool of assets transferred
on that date into the Portfolio in which all of the Fund's assets
are invested, adjusted at that time for any increase in expenses
anticipated in operating the Fund, including the Fund's pro rata
share of the aggregate annual operating expenses, net of fee
waivers, of the Portfolio.

-30-
<PAGE>
[FN]
<F2>
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.

<F3>
Covers the period since July 31, 1989.

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,
the Berger New Generation Fund and the Berger Small Cap Value Fund.
Please call 1-800-706-0539 for information.

-31-
<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.

DATED MARCH 31, 1997
<PAGE>
Table of Contents

Section Page
- -------

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

2. Condensed Financial Information................................ 2

3. Introduction................................................... 2

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

5. Portfolio Turnover............................................. 11

6. Additional Information About Master/Feeder Structure........... 11

7. Management and Investment Advice............................... 13

8. Expenses of the Fund........................................... 16

9. Purchase of Shares in the Fund................................. 18

10. Net Asset Value............................................... 20

11. Open Account System and Share Certificates.................... 21

12. Redemption of Fund Shares..................................... 21

13. Exchange Privilege............................................ 24

14. Plans and Programs............................................ 25

15. Income Dividends, Capital Gains Distributions and Tax
Treatment..................................................... 25

16. Additional Information........................................ 27

17. 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)

<S> <C> <C> <C>
Berger/BIAM
International CORE Fund0.85%*** 0.25% 1.10%***

</TABLE>

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.

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

2. CONDENSED FINANCIAL INFORMATION

On the following page is a table setting forth certain
financial highlights of the Fund for the period October 15, 1996 (date
operations commenced) to January 31, 1997. The information contained
in the table is unaudited. Additional performance information is
contained in the Fund's most recent Semi-Annual Report, which may be
obtained upon request and without charge by calling the Fund at 1-800-
706-0539.

-2-
<PAGE>
BERGER/BIAM INTERNATIONAL CORE FUND
Financial Highlights
(unaudited)

For a share outstanding throughout the period
October 11, 1996 (date operations commenced) to January 31, 1997

Net Asset Value, Beginning of Period.................. $10.00
-----

Income From Investment Operations:
Net Investment Income (Loss).......................... .00
Net Realized and Unrealized Gains
(Losses) on Securities............................. .61
---

Total From Investment Operations...................... .61
---

Less Distributions:
Dividends (from net investment income)................ .00
Distributions (from capital gains).................... .00
---

Total Distributions................................... .00
---

Net Asset Value, End of Period........................ $10.61
=====

Total Return*......................................... 6.10%
====

Ratios/Supplemental Data:

Net Assets, End of Period (in thousands).............. $21,820

Ratio of Expenses to Average Net Assets~.............. 1.10%

Ratio of Net Income (Loss) to Average Net Assets~..... 0.02%

Portfolio Turnover Rate*+............................. 7.38%

Average Commission Rate+.............................. $0.0254

* Based on operations for the period shown and, accordingly, are not
representative of a full year.
~ Annualized.
+ Represents of the Portfolio Turnover Rate and Average Commission
Rate, as applicable, of the Portfolio. All of the investable assets
of the Fund are invested in the Portfolio.

-3-
<PAGE>
3. 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.

Shareholders

BUY SHARES IN [down arrow]

Fund

INVESTS IN [down arrow]

Portfolio

INVESTS IN [down arrow]

Stocks and
Other Securities

4. INVESTMENT OBJECTIVE AND POLICIES AND RISK FACTORS

INVESTMENT SELECTION

INVESTMENT DECISION MAKING PROCESS

-5-
<PAGE>
o 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.

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

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

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

INVESTMENT RESTRICTIONS

-11-
<PAGE>
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.

5. PORTFOLIO TURNOVER

6. ADDITIONAL INFORMATION ABOUT MASTER/FEEDER STRUCTURE

-12-
<PAGE>
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.

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

-13-
<PAGE>
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.

7. MANAGEMENT AND INVESTMENT ADVICE

THE ADVISOR -- GENERAL BUSINESS MANAGEMENT AND INVESTMENT OVERSIGHT

Berger Associates and BIAM each own a 50% membership
interest in the Advisor and each have an equal number of
representatives on the Advisor's Board of Managers. Berger
Associates' role in the joint venture is to provide administrative
services, and BIAM's role is to provide international and global
investment management expertise. Agreement of representatives of both
Berger Associates and BIAM is required for all significant management
decisions.

-14-<PAGE>
Berger Associates serves as investment advisor or sub-
advisor to mutual funds, pension and profit-sharing plans, and
institutional and private investors, and had assets under management
of more than $3.5 billion as of December 31, 1996. Kansas City
Southern Industries, Inc. ("KCSI") owns approximately 87% 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. BIAM is described immediately
below.

THE SUB-ADVISOR -- EXPERIENCED INTERNATIONAL INVESTMENT MANAGEMENT

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.

-15-<PAGE>
The trustees of Worldwide Portfolios have authorized the
Sub-Advisor to consider sales of shares of the Fund by a broker-dealer
and the recommendations of a broker-dealer to its customers that they
purchase Fund shares as factors 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

8. EXPENSES OF THE FUND

-16-<PAGE>
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) 0.10% 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.

-17-
<PAGE>
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 87% of the outstanding shares of Berger
Associates.

SERVICE ARRANGEMENTS FOR THE PORTFOLIO

DISTRIBUTOR

The distributor (principal underwriter) of the Fund's shares
is Berger Distributors, Inc. (the "Distributor"), 210 University
Boulevard, Suite 900, Denver, CO 80206. The Distributor may be
reimbursed by Berger Associates for its costs in distributing the
Fund's shares. The Distributor is a wholly-owned subsidiary of Berger
Associates, and certain officers of the Fund are officers or directors
of the Distributor.

9. 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

-18-
<PAGE>
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 $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.

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 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

-19-<PAGE>
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.

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
minimum investment or account balance requirements 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.

10. 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

-20-<PAGE>
will be equal to the value of its beneficial interest in the
Portfolio.

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, 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.

-21-
<PAGE>
12. 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 1-800-960-8427. 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.

-22-
<PAGE>
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 draft 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 draft 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 generally 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
draft 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

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<PAGE>
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, the shareholder may add sufficient
funds to the account. If such amount is not added to the account, the
shares will be redeemed, at the per share net asset value next
determined after the 60th day following the notice. A draft 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

(i) EXCHANGES. By telephoning the Fund at 1-800-960-8427,
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 other publicly available Berger Funds. Exchanges may be
made only if the Berger Fund into which a shareholder wishes to
exchange shares is eligible for sale in the shareholder's state of
residence.

-24-
<PAGE>
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 New York Stock 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.

14. 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 1-800-960-8427.

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
1-800-960-8427.

15. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX
TREATMENT

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

All dividends and capital gains distributions paid by the
Fund will be automatically reinvested in shares of the Fund at the net
asset value on the ex-dividend date unless an investor specifically
requests that either dividends or distributions, or both, be paid in
cash. The election to receive dividends or distributions in cash or
to reinvest them in Fund shares may be changed by calling the Fund at
1-800-960-8427 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.

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.

-26-
<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.

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 only limited 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.

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.

-27-
<PAGE>
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.

17. PERFORMANCE

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<PAGE>
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.

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<PAGE>
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).

AVERAGE ANNUAL TOTAL RETURN
FOR PERIODS ENDED DECEMBER 31, 1996

Berger/BIAM
International
CORE Fund<F1> EAFE Index<F2>

1-Year 19.00% 6.36%
3-Year 9.50% 8.64%
5-Year 14.84% 8.48%
Since Inception<F3> 14.15% 4.20%

<F3> Covers the period since July 31, 1989.

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

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<PAGE>
Berger Small Company Growth Fund, the Berger New Generation Fund and
the Berger Small Cap Value Fund. Please call 1-800-706-0539 for
information.

-31-
<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 March 31, 1997, 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").

MARCH 31, 1997
<PAGE>
TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

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

Introduction Section 3

1. Investment Policies Section 3, 4, 5

2. Investment Restrictions Section 4

3. Management of the Fund Section 7

4. Investment Advisor and Sub-Advisor Section 7

5. Expenses of the Fund Section 7, 8

6. Brokerage Policy Section 7, 8

7. How to Purchase Shares in Section 10
the Fund

8. How the Net Asset Value is Section 11
Determined

9. Income Dividends, Capital Gains Section 16
Distributions and Tax Treatment

10. Suspension of Redemption Rights Section 13

11. Tax-Sheltered Retirement Plans Section 15

12. Special Purchase and Exchange Plans Section 14

13. Performance Information Section 18

14. Additional Information Section 17

Financial Statements

-i-
<PAGE>
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 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

-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.

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

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

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

-2-<PAGE>
UNSEASONED ISSUERS. The Portfolio may invest to a limited
degree in securities of unseasoned issuers. Unseasoned issuers are
companies with a record of less than three years' continuous
operation, even including the operations of any predecessors and
parents. Unseasoned issuers by their nature have only a limited
operating history which can be used for evaluating the company's
growth prospects. As a result, investment decisions for these
securities may place a greater emphasis on current or planned product
lines and the reputation and experience of the company's management
and less emphasis on fundamental valuation factors than would be the
case for more mature growth companies. In addition, many unseasoned
issuers may also be small companies and involve the risks and price
volatility associated with smaller companies. The Portfolio may
invest up to 5% of its total assets in securities of unseasoned
issuers.

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

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Portfolio
may purchase and sell securities on a when-issued or delayed delivery
basis. However, the Portfolio does not currently intend to purchase
or sell securities on a when-issued or delayed delivery basis, if as a
result more than 5% of its 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

-3-
<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.

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

-4-
<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.

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 hedging may also limit the
Portfolio's opportunity to profit from favorable price movements, and
the cost of the transaction will reduce the potential return on the
security or the portfolio. 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 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 utilize forward contracts only 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 a privately negotiated agreement between two parties in
which one party is obligated to deliver a stated amount of a stated
asset at a specified time in the future and the other party is
obligated to pay a specified invoice amount for the asset at the time
of delivery. The Portfolio currently intends that the only forward
contracts or commitments that it might use are forward foreign
currency exchange contracts and that it may use 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

-5-
<PAGE>
contracts, forward contracts can be specifically drawn to meet the
needs of the parties that enter into them. The parties to a forward
contract may agree to offset or terminate the contract before its
maturity, or may hold the contract to maturity and complete the
contemplated exchange.

The following discussion summarizes the Portfolio's
principal uses of forward foreign currency exchange contracts
("forward currency contracts"). The Portfolio may enter into forward
currency contracts with 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) on a
specified date. 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").

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

-6-
<PAGE>
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.

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

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

2. INVESTMENT RESTRICTIONS

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

-7-
<PAGE>
All other fundamental and non-fundamental investment
policies and restrictions of the Fund and the Portfolio are identical.
Therefore, although the following investment restrictions refer to the
Portfolio and the trustees of Worldwide Portfolios, they apply equally
to the Fund and the trustees of the Trust.

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

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

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

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

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

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

-8-
<PAGE>
exchange contracts, forward commitments or securities index put or
call options.

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

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

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

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

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

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

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

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

-9-
<PAGE>
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 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 54. 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 director of the
Berger 100 Fund and the Berger Growth and Income Fund since
February 1997. President and a trustee of Berger Institutional
Products Trust since its inception in October 1995. President
and a trustee of Berger

-10-
<PAGE>
Investment Portfolio Trust and Berger Omni Investment Trust
since February 1997. President and a director since April 1995
of Berger Associates, Inc. Member and Chairman of the Board of
Managers and Chief Executive Officer on the Management Committee
of BBOI Worldwide LLC since November 1996. 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 68. 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, Berger/BIAM Worldwide Portfolios Trust
and Berger Omni Investment Trust.

* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900, Denver,
CO 80206, age 71. 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. Trustee of Berger Omni Investment
Trust since February 1997. 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 71.
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, Berger/BIAM Worldwide Portfolios Trust and Berger Omni
Investment Trust.

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age 52.
Managing Principal, Sovereign Financial Services, L.L.C.
(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

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<PAGE>
Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide
Portfolios Trust and Berger Omni Investment Trust.

LUCY BLACK CREIGHTON, 1917 Leyden Street, Denver, CO 80220, age 69.
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, Berger/BIAM Worldwide
Portfolios Trust and Berger Omni Investment Trust.

* DENIS CURRAN, Two Greenwich Plaza, Greenwich, CT 06830, age 49.
President and a director since December 1994, and Senior Vice
President and a director from September 1991 to December 1994,
of Bank of Ireland Asset Management (U.S.) Limited (investment
advisory firm). Member of the Board of Managers and Chief
Executive Officer on the Management Committee of BBOI Worldwide
LLC since November 1996. Trustee of Berger/BIAM Worldwide Funds
Trust and Berger/BIAM Worldwide Portfolios Trust since November
1996.

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago, IL
60602, age 51. 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,
Berger/BIAM Worldwide Portfolios Trust and Berger Omni
Investment Trust.

HARRY T. LEWIS, JR., 370 17th Street, Suite 3560, Denver, CO
80202, age 64. 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, Berger/BIAM Worldwide Portfolios Trust and Berger Omni
Investment Trust.

MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman, MT
59717, age 60. Since 1994, Dean, and from

-12-<PAGE>
1989 to 1994, 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 develop-
ment. 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,
Berger/BIAM Worldwide Portfolios Trust and Berger Omni
Investment Trust.

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135, age
68. 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,
Berger/BIAM Worldwide Portfolios Trust and Berger Omni
Investment Trust.

* CRAIG D. CLOYED, 210 University Boulevard, Suite 900, Denver, CO
80206, age 51. Vice President of Berger/BIAM Worldwide Funds
Trust and Berger/BIAM Worldwide Portfolios Trust since their
inception in May 1996. Vice President of Berger Omni Investment
Trust since February 1997. Also, Senior Vice President (since
January 1997), Vice President (August 1995 to January 1997) and
Chief Marketing Officer (since August 1995) of Berger
Associates, Inc., 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 41. 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, of Berger/BIAM Worldwide Funds Trust
and Berger/BIAM Worldwide Portfolios Trust since their inception
in May 1996 and of Berger Omni Investment Trust since February
1997. Also, Senior Vice President-Finance and Administration
(since January 1997), Vice President-Finance and Administration
(September 1991 to January 1997), Secretary and Treasurer of
Berger Associates, Inc., 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

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<PAGE>
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.

The trustees of the Trust have adopted a trustee retirement
age of 75 years.

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 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 complex.

-14-<PAGE>
NAME AND POSITION WITH
BERGER FUNDS AGGREGATE AGGREGATE
COMPENSATION COMPENSATION
FROM FROM
THE FUND<F1> ALL BERGER
FUNDS<F2>

Dennis E. Baldwin<F3> $153 $35,700
William M.B. Berger<F3>,<F5> $0 $0
Louis R. Bindner<F3> $139 $32,400
Katherine A. Cattanach<F3> $153 $35,700
Lucy Black Creighton<F3> $139 $32,400
Paul R. Knapp<F3> $153 $35,700
Gerard M. Lavin<F4>,<F5> $0 $0
Harry T. Lewis<F3> $153 $35,700
Michael Owen<F3> $187 $43,367
William Sinclaire<F3> $139 $32,400

(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, Berger/BIAM Worldwide
Portfolios Trust and Berger Omni Investment 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, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

(4) Trustee of Berger Institutional Products Trust, Berger/BIAM
Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios Trust and
Berger Omni Investment 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 Funds (or approved
money market funds) is designated by the trustees for this purpose.
Pursuant to an SEC exemptive order, 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

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<PAGE>
payments of deferred fees under the plan is a general obligation of
Worldwide Portfolios.

As of March 13, 1997, the officers and trustees of the
Trust as a group owned less than 1% of the outstanding shares of the
Berger/BIAM International Fund.

4. Investment Advisor and Sub-Advisor
----------------------------------

INVESTMENT ADVISOR

Kansas City Southern Industries, Inc. ("KCSI") owns
approximately 87% 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. BIAM is
described immediately below.

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.

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<PAGE>
BIAM's main offices are at 26 Fitzwilliam Place, Dublin 2, Ireland.
BIAM maintains a representative office at 2 Greenwich Plaza,
Greenwich, CT 06830. BIAM is an indirect wholly-owned subsidiary of
Bank of Ireland, a publicly traded, diversified financial services
group with business operations worldwide.

INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT

Under the Investment Advisory Agreement between the Advisor
and Berger/BIAM Worldwide Portfolios Trust with respect to the
Portfolio, the Advisor oversees, evaluates and monitors the investment
advisory services provided to the Portfolio by the Sub-Advisor and 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-

-17-
<PAGE>
Advisory Agreement, which will not affect the fee paid by the
Portfolio to the Advisor.

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

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.

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

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<PAGE>
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.

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

-19-
<PAGE>
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

-20-
<PAGE>
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.

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

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<PAGE>
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 87% 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.

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

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<PAGE>
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.

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 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.

-23-
<PAGE>
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:

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. Payment for shares ordered
on-line must be made by electronic funds transfer. In order to make
sure that payment for telephone purchases is received on time,
shareholders are encouraged to remit payment by electronic funds
transfer. Shareholders may also remit payment by wire or by overnight
delivery.

-24-
<PAGE>
restrictions different from those applicable to shareholders who
invest in the Fund directly. Fees charged by these organizations will
have the effect of reducing a shareholder's total return on an
investment in Fund shares. No such charge will be paid by an investor
who purchases the Fund shares directly from the Fund as described
above.

8. How The Net Asset Value Is Determined
-------------------------------------

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

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

-25-
<PAGE>
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.

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

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<PAGE>
or reinvested, will be taxable as long-term capital gains without
regard to the length of time a shareholder has owned shares in the
Fund. Any loss on the redemption or other sale or exchange of the
Fund's shares held for six months or less will be treated as a long-
term capital loss to the extent of any long-term capital gain
distribution received on the shares. A portion of the dividends (but
not capital gains distributions) paid by the Fund may be eligible for
the dividends received deduction for corporate shareholders to the
extent that the Fund's income consists of dividends paid by United
States corporations. If a shareholder is exempt from U.S. Federal
income tax, the shareholder will not generally be taxed on amounts
distributed by the Fund.

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

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

FOREIGN SOURCE INCOME

Income received by the Fund, directly or through the
Portfolio, from sources within foreign countries may be subject to
withholding and other income or similar taxes imposed by such
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).

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<PAGE>
the foreign income taxes may apply for purposes of the alternative
minimum tax. If the election to pass through foreign income taxes is
not made, foreign taxes will be treated as an expense of the Fund,
reducing its investment company taxable income, and the distributions
by the Fund will be treated as United States source income.

OTHER TAX CONSIDERATIONS

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

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

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.

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

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

FOREIGN SHAREHOLDERS

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

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 New York Stock Exchange is closed or the Securities
and Exchange Commission determines that trading on the Exchange is
restricted, or when there is an emergency as determined by the
Securities and Exchange Commission as a result of which it is not
reasonably practicable for 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 Securities and

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<PAGE>
Exchange Commission may by order permit for the protection of
shareholders of the Fund.

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

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<PAGE>
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 Fund or
Berger Cash Account Trust portfolio (discussed below) in which the
participant's account is invested. Contributions under the Plans are
invested exclusively in shares of the Fund or the Berger Cash Account
Trust 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. A participant who is not a 5% owner of the employer may
postpone such distributions to April 1 of the calendar year following
the year of retirement. This exception does not apply to
distributions from an individual retirement account (IRA). Except for
required distributions after age 70-1/2, periodic distributions over
more than 10 years and the distribution of any after-tax
contributions, distributions are subject to 20% U.S. Federal income
tax withholding unless those distributions are rolled directly to
another qualified plan or an 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 $4,000 to two
IRAs (with no more than $2,000 being contributed to either account).
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

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<PAGE>
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 Fund or
Berger Cash Account Trust portfolio in which the IRA is invested.

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

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

403(B) CUSTODIAL ACCOUNTS

If you are employed by a public school system or certain
tax-exempt organizations such as private schools, 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 later of the calendar year in which you
attain age 70-1/2 or the calendar year in which you retire. Except
for required distributions after age 70-1/2 and periodic distributions
over more than 10 years, distributions are

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<PAGE>
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 fund in which the
participant's account is invested.

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

12. Exchange Privilege and Systematic Withdrawal Plan
-------------------------------------------------

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

To establish a Systematic Withdrawal account, the share-
holder 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.

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<PAGE>
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 other publicly available Berger Funds or for shares of the Money
Market Portfolio, the Government Securities Portfolio or the Tax-
Exempt Portfolio of the Berger Cash Account Trust ("Berger CAT
Portfolios"), separately managed, unaffiliated money market funds,
without charge, after receiving a current prospectus of the other
Berger Fund or Berger CAT Portfolio. The exchange privilege with the
Berger CAT Portfolios does not constitute an offering or
recommendation of the shares of any such Berger CAT Portfolio by any
of the Berger Funds 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 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 Berger Funds 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 Fund or Berger CAT Portfolio being
acquired in the exchange are not eligible 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) SUPERSCRIPT 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

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<PAGE>
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.

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

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

As a result, the risk of a 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

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<PAGE>
Fund shares. Fund shares have no conversion or subscription rights.

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.

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 until April 30,
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 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 60 days' prior

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<PAGE>
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.

PRINCIPAL SHAREHOLDERS

Insofar as the management of the Fund is aware, as of March
13, 1997, no person owned, beneficially or of record, more than 5% of
the outstanding shares of the Fund, except for Charles Schwab & Co.
Inc. ("Schwab"), 101 Montgomery Street, San Francisco, California
94104, which owned of record 11.95% of the outstanding shares of the
Fund. According to information provided by Schwab, Schwab holds such
shares as nominee for the beneficial owners of such shares, and with
respect to such shares, Schwab has no investment discretion and, as
nominee holder, only limited discretionary voting power.

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 are incorporated herein
by reference from the Statement of Additional Information contained in
the Trust's Post-Effective Amendment No. 1 to the Trust's Registration
Statement, filed with the Securities and Exchange Commission on
October 15, 1996:

For Berger/BIAM International Fund:

Report of 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

For Berger/BIAM International Portfolio:

Report of 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

-37-<PAGE>
The following financial statements are incorporated herein by
reference from the Trust's Semi-Annual Report dated January 31, 1997:

For Berger/BIAM International Fund:

Statement of Assets and Liabilities as of January 31, 1997
(Unaudited)

Statement of Operations for the Period November 7, 1996 (Date
Operations Commenced) to January 31, 1997 (Unaudited)

Statement of Changes in Net Assets for the Period November 7,
1996 (Date Operations Commenced) to January 31, 1997 (Unaudited)

Notes to Financial Statements, January 31, 1997

Financial Highlights for the Period November 7, 1996 (Date
Operations Commenced) to January 31, 1997 (Unaudited)

For Berger/BIAM International Portfolio:

Schedule of Investments as of January 31, 1997

Statement of Assets and Liabilities as of January 31, 1997
(Unaudited)

Statement of Operations for the Period October 15, 1996 (Date
Operations Commenced) to January 31, 1997 (Unaudited)

Statement of Changes in Net Assets for the Period October 15,
1996 (Date Operations Commenced) to January 31, 1997 (Unaudited)

Notes to Financial Statements, January 31, 1997

Ratios/Supplemental Data for the Period October 15, 1996 (Date
Operations Commenced) to January 31, 1997 (Unaudited)

Copies of the above-referenced financial statements as
incorporated herein by reference are enclosed with a copy of this
Statement of Additional Information.

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<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.

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<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.

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<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.

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<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 March 31, 1997, 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 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").

MARCH 31, 1997
<PAGE>
TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

CROSS-REFERENCES TO
RELATED DISCLOSURES
TABLE OF CONTENTS IN PROSPECTUS
- ---------------- -------------------

Introduction Section 3

1. Investment Policies Section 3, 4, 5

2. Investment Restrictions Section 4

3. Management of the Fund Section 7

4. Investment Advisor and Sub-Advisor Section 7

5. Expenses of the Fund Section 7, 8

6. Brokerage Policy Section 7, 8

7. Purchase of Shares Section 9

8. Net Asset Value Section 10

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, 14

13. Performance Information Section 17

14. Additional Information Section 16

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

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 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

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

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

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

-2-
<PAGE>
UNSEASONED ISSUERS. The Portfolio may invest to a limited degree
in securities of unseasoned issuers. Unseasoned issuers are companies
with a record of less than three years' continuous operation, even
including the operations of any predecessors and parents. Unseasoned
issuers by their nature have only a limited operating history which
can be used for evaluating the company's growth prospects. As a
result, investment decisions for these securities may place a greater
emphasis on current or planned product lines and the reputation and
experience of the company's management and less emphasis on
fundamental valuation factors than would be the case for more mature
growth companies. In addition, many unseasoned issuers may also be
small companies and involve the risks and price volatility associated
with smaller companies. The Portfolio may invest up to 5% of its
total assets in securities of unseasoned issuers.

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

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Portfolio may
purchase and sell securities on a when-issued or delayed delivery
basis. However, the Portfolio does not currently intend to purchase
or sell securities on a when-issued or delayed delivery basis, if as a
result more than 5% of its 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

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

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. A forward contract
is a privately negotiated agreement between two parties in which one
party is obligated to deliver a stated amount of a stated asset at a
specified time in the future and the other party is obligated to pay a
specified invoice amount for the asset at the time of delivery. The
Portfolio currently intends that the only forward contracts or
commitments that it might use are forward foreign currency exchange
contracts and that it may use 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

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) on a specified
date. 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").

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

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

-7-
<PAGE>
All other fundamental and non-fundamental investment policies and
restrictions of the Fund and the Portfolio are identical. Therefore,
although the following investment restrictions refer to the Portfolio
and the trustees of Worldwide Portfolios, they apply equally to the
Fund and the trustees of the Trust.

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

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

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

-8-
<PAGE>
exchange contracts, forward commitments or securities index put or
call options.

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

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

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

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

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

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

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

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

-9-
<PAGE>
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 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
----------------------

*GERARD M. LAVIN, 210 University Boulevard, Suite 900, Denver, CO
80206, age 54. 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
director of the Berger 100 Fund and the Berger Growth and
Income Fund since February 1997. President and a trustee of
Berger Institutional Products Trust since its inception in
October 1995. President and a trustee of Berger

-10-
<PAGE>
Investment Portfolio Trust and Berger Omni Investment Trust
since February 1997. President and a director since April
1995 of Berger Associates, Inc. Member and Chairman of the
Board of Managers and Chief Executive Officer on the
Management Committee of BBOI Worldwide LLC since November
1996. 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 68. 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, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900,
Denver, CO 80206, age 71. 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. Trustee of Berger Omni Investment Trust since
February 1997. 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 71.
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, Berger/BIAM Worldwide Portfolios Trust and
Berger Omni Investment Trust.

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age
52. Managing Principal, Sovereign Financial Services,
L.L.C. (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

-11-
<PAGE>
Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide
Portfolios Trust and Berger Omni Investment Trust.

LUCY BLACK CREIGHTON, 1917 Leyden Street, Denver, CO 80220, age
69. 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, Berger/BIAM Worldwide Portfolios
Trust and Berger Omni Investment Trust.

* DENIS CURRAN, Two Greenwich Plaza, Greenwich, CT 06830, age 49.
President and a director since December 1994, and Senior
Vice President and a director from September 1991 to
December 1994, of Bank of Ireland Asset Management (U.S.)
Limited (investment advisory firm). Member of the Board of
Managers and Chief Executive Officer on the Management
Committee of BBOI Worldwide LLC since November 1996.
Trustee of Berger/BIAM Worldwide Funds Trust and Berger/BIAM
Worldwide Portfolios Trust since November 1996.

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago, IL
60602, age 51. 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,
Berger/BIAM Worldwide Portfolios Trust and Berger Omni
Investment Trust.

HARRY T. LEWIS, JR., 370 17th Street, Suite 3560, Denver, CO
80202, age 64. 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, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman,
MT 59717, age 60. Since 1994, Dean, and from

-12-
<PAGE>
1989 to 1994, 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, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135,
age 68. 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, Berger/BIAM Worldwide Portfolios Trust and
Berger Omni Investment Trust.

* CRAIG D. CLOYED, 210 University Boulevard, Suite 900, Denver, CO
80206, age 51. Vice President of Berger/BIAM Worldwide
Funds Trust and Berger/BIAM Worldwide Portfolios Trust since
their inception in May 1996. Vice President of Berger Omni
Investment Trust since February 1997. Also, Senior Vice
President (since January 1997), Vice President (August 1995
to January 1997) and Chief Marketing Officer (since August
1995) of Berger Associates, Inc., 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 41. 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, of Berger/BIAM
Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust since their inception in May 1996 and of Berger Omni
Investment Trust since February 1997. Also, Senior Vice
President-Finance and Administration (since January 1997),
Vice President-Finance and Administration (September 1991 to
January 1997), Secretary and Treasurer of Berger Associates,
Inc., 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

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<PAGE>
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.

The trustees of the Trust have adopted a trustee retirement age
of 75 years.

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 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 complex.

-14-
<PAGE>
NAME AND POSITION WITH AGGREGATE AGGREGATE
BERGER FUNDS COMPENSATION COMPENSATION
FROM FROM
THE FUND (1) ALL BERGER
FUNDS (2)
Dennis E. Baldwin(3) $57 $35,700
William M.B. Berger(3),(5) $ 0 $0
Louis R. Bindner(3) $51 $32,400
Katherine A. Cattanach(3) $57 $35,700
Lucy Black Creighton(3) $51 $32,400
Paul R. Knapp(3) $57 $35,700
Gerard M. Lavin(4),(5) $0 $0
Harry T. Lewis(3) $57 $35,700
Michael Owen(3) $70 $43,367
William Sinclaire(3) $51 $32,400

(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, Berger/BIAM Worldwide Portfolios Trust and
Berger Omni Investment 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 Funds (or approved
money market funds) is designated by the trustees for this purpose.
Pursuant to an SEC exemptive order, 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

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<PAGE>
payments of deferred fees under the plan is a general obligation of
Worldwide Portfolios.

As of March 13, 1997, the officers and trustees of the Trust as a
group owned 2.44% of the outstanding shares of the Berger/BIAM
International Institutional Fund.

4. Investment Advisor and Sub-Advisor
----------------------------------

INVESTMENT ADVISOR

The Advisor is a Delaware limited liability company formed in
1996. Since the Advisor was only recently formed, it has only limited
prior experience as an investment advisor. However, the Advisor is a
joint venture between Berger Associates, Inc. ("Berger Associates")
and Bank of Ireland Asset Management (U.S.) Limited ("BIAM"), the Sub-
Advisor to the Portfolio, which have both been in the investment
advisory business for many years.

Berger Associates and BIAM each own a 50% membership interest in
the Advisor and each have an equal number of representatives on the
Advisor's Board of Managers. Berger Associates' role in the joint
venture is to provide administrative services, and BIAM's role is to
provide international and global investment management expertise.
Agreement of representatives of both Berger Associates and BIAM is
required for all significant management decisions.

Kansas City Southern Industries, Inc. ("KCSI") owns approximately
87% 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. BIAM is
described immediately below.

SUB-ADVISOR

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.

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 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-

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<PAGE>
Advisory Agreement, which will not affect the fee paid by the
Portfolio to the Advisor.

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

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'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

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

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>
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.

Arrangements may be entered into by the Advisor or its affiliates
with certain organizations (broker-dealers, recordkeepers and
administrators) to provide sub-transfer agency, recordkeeping,
shareholder communications, sub-accounting and/or other services to
investors purchasing shares of the Fund through investment programs or
pension plans established or serviced by those organizations. The
Advisor or its affiliates may pay fees to these organizations for
their services. For purposes of determining the Advisor's cost of
providing or procuring transfer agency, dividend disbursing or other
services under the Administrative Services Agreement, the Advisor may
take into account only the fees that otherwise would be paid for by
the Advisor if all the investors who own Fund shares through the
organization were instead direct registered record holders of shares
in the Fund.

Under a Sub-Administration Agreement between the Advisor and
Berger Associates, Berger Associates has been delegated the
responsibility to perform certain 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

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<PAGE>
DST are owned by KCSI, which also owns approximately 87% 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 otherwise be obligated to pay. No
portion of the commission is retained by DSTS.

DISTRIBUTOR

6. Brokerage Policy
----------------

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

In accordance with these provisions, the Sub-Advisor may place
portfolio brokerage business of the Portfolio with brokers who provide
useful research services to the Sub-Advisor. Such research services
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 are often 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.

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<PAGE>
reduces, certain operating expenses that the Portfolio would otherwise
be obligated to pay. No portion of the commission is retained by
DSTS.

7. Purchase of Shares
------------------

Minimum Initial Investment $100,000.00

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

Berger 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.

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 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>
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.

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

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<PAGE>
significantly affected by such trading on days when shareholders
cannot purchase or redeem shares of the Fund.

9. Income Dividends, Capital Gains
Distributions and Tax Treatment
-------------------------------

TAX STATUS OF THE FUND AND THE PORTFOLIO

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

The Trust anticipates that (1) the Portfolio will be treated for
U.S. Federal income tax purposes as a partnership, 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.

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

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<PAGE>
expense of the Fund, reducing its investment company taxable income,
and the distributions by the Fund will be treated as United States
source income.

OTHER TAX CONSIDERATIONS

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

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

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,

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<PAGE>
losses realized by the Fund on straddle positions may be
deferred.

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

FOREIGN SHAREHOLDERS

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

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 New York Stock Exchange is closed or the Securities and
Exchange Commission determines that trading on the Exchange is
restricted, or when there is an emergency as determined by the
Securities and Exchange Commission as a result of which it is not
reasonably practicable for 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 Securities and Exchange Commission may by order
permit for the protection of shareholders of the Fund.

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<PAGE>
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
------------------

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

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<PAGE>
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 Fund
being acquired in the exchange are not eligible 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) SUPERSCRIPT 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.

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

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

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

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

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.

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<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 Trust, on behalf of the Fund, and the Distributor are parties
to a Distribution Agreement that continues until April 30, 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 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 60 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.

PRINCIPAL SHAREHOLDER

Insofar as the management of the Fund is aware, as of March 13,
1997, no person owned, beneficially or of record, more than 5% of the
outstanding shares of the Fund, except for Citizens Bank New Hampshire
("Citizens"), 870 Westminster Street, Providence, Rhode Island 02903,
which owned of record 83.26% of the outstanding shares of the Fund as
nominee for its customers.

OTHER INFORMATION

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<PAGE>
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 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 are incorporated herein by
reference from the Statement of Additional Information contained in
the Trust's Post-Effective Amendment No. 1 to the Trust's Registration
Statement, filed with the Securities and Exchange Commission on
October 15, 1996:

For Berger/BIAM International Institutional Fund:

Report of 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

For Berger/BIAM International Portfolio:

Report of 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

The following financial statements are incorporated herein by
reference from the Trust's Semi-Annual Report dated January 31, 1997:

For Berger/BIAM International Institutional Fund:

Statement of Assets and Liabilities as of January 31, 1997
(Unaudited)

Statement of Operations for the Period October 11, 1996 (Date
Operations Commenced) to January 31, 1997 (Unaudited)

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<PAGE>
Statement of Changes in Net Assets for the Period October 11,
1996 (Date Operations Commenced) to January 31, 1997 (Unaudited)

Notes to Financial Statements, January 31, 1997

Financial Highlights for the Period October 11, 1996 (Date
Operations Commenced) to January 31, 1997 (Unaudited)

For Berger/BIAM International Portfolio:

Schedule of Investments as of January 31, 1997

Statement of Assets and Liabilities as of January 31, 1997
(Unaudited)

Statement of Operations for the Period October 11, 1996 (Date
Operations Commenced) to January 31, 1997 (Unaudited)

Statement of Changes in Net Assets for the Period October 11,
1996 (Date Operations Commenced) to January 31, 1997 (Unaudited)

Notes to Financial Statements, January 31, 1997

Ratios/Supplemental Data for the Period October 11, 1996 (Date
Operations Commenced) to January 31, 1997 (Unaudited)

Copies of the above-referenced financial statements as
incorporated herein by reference are enclosed with a copy of this
Statement of Additional Information.

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<PAGE>
APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

CORPORATE BOND RATINGS

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<PAGE>
KEY TO MOODY'S CORPORATE RATINGS

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

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

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<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.

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

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

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

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

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<PAGE>
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
March 31, 1997, 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 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").

MARCH 31, 1997
<PAGE>
TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

CROSS-REFERENCES TO
RELATED DISCLOSURES
TABLE OF CONTENTS IN PROSPECTUS

Introduction Section 3

1. Investment Policies Section 3, 4, 5

2. Investment Restrictions Section 4

3. Management of the Fund Section 7

4. Investment Advisor and Sub-Advisor Section 7

5. Expenses of the Fund Section 7, 8

6. Brokerage Policy Section 7, 8

7. Purchase of Shares Section 9

8. Net Asset Value Section 10

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, 14

13. Performance Information Section 17

14. Additional Information Section 16

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.