BERGER BIAM WORLDWIDE FUNDS TRUST, 485APOS, 1997-12-02

BERGER BIAM WORLDWIDE FUNDS TRUST
485APOS, 1997-12-02

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 2, 1997

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

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 3 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 5 /X/

(Check appropriate box or boxes)

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

210 University Boulevard, Suite 900, Denver, Colorado 80206
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code: (303) 329-0200
-----------------------------

Gerard M. Lavin, 210 University Boulevard, Suite 900, Denver, CO 80206
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

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

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

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

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

If appropriate, check the following box:

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

Title of Securities Being Registered: Shares of Beneficial Interest of
-------------------------------------------
the International Equity Fund and the Berger/BIAM International CORE Fund
- --------------------------------------------------------------------------------

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

Cross-Reference Sheet Pursuant to Rule 481

I. International Equity Fund

<TABLE>
<CAPTION>
Item No. And Caption in Form N-1A Number of Section
- ---------------------------------------------------------------------------------------

A. PROSPECTUS
<S> <C> <C>
1. Cover Page Cover Page
2. Synopsis Section 1
3. Condensed Financial Information Section 2
4. General Description of Registrant Sections 3, 4, 5 and 16
5. Management of the Fund Sections 7, 8 and 9
5A. Management's Discussion of Fund Performance Will be in Annual Report
6. Capital Stock and Other Securities Sections 15, 16 and 17
7. Purchase of Securities Being Offered Sections 9, 10, 11, 13 and 14
8. Redemption or Repurchase Section 12
9. Pending Legal Proceedings Not Applicable

B. STATEMENT OF ADDITIONAL INFORMATION

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

<PAGE>

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

Cross-Reference Sheet Pursuant to Rule 481

II. Berger/BIAM International CORE Fund

<TABLE>
<CAPTION>
Item No. And Caption in Form N-1A Number of Section
- ---------------------------------------------------------------------------------------

B STATEMENT OF ADDITIONAL INFORMATION

<PAGE>

EXPLANATORY NOTE

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

Two Prospectuses

One for the International Equity Fund

One for the Berger/BIAM International CORE Fund

Two Statements of Additional Information

One for the International Equity Fund

One for the Berger/BIAM International CORE Fund

One Part C

This amendment does not contain a Prospectus or Statement of Additional
Information for, nor affect any Prospectus or Statement of Additional
Information covering, the series of the Trust known as the Berger/BIAM
International Fund.

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PROSPECTUS
INTERNATIONAL EQUITY FUND

The International Equity Fund (the "Fund") is a "no-load" diversified
mutual fund. The investment objective of the Fund is long-term capital
appreciation. The Fund pursues its goal by investing in a portfolio consisting
primarily of common stocks of well-established foreign companies. The
portfolio's investment manager first identifies economic and business themes
that it believes provide a favorable framework for selecting stocks. Using
fundamental analysis, the investment manager then selects individual companies
best positioned to take advantage of opportunities presented by these themes.
The Fund does not invest to provide current income, although some income may be
produced while managing the portfolio.

The Fund invests all of its investable assets in the Berger/BIAM
International Portfolio (the "Portfolio"), which has the same goals and policies
as the Fund. The Portfolio invests primarily in common stocks with 65% of its
total assets in securities of companies located in at least five different
countries outside the United States. Recently, the Portfolio has been weighted
toward countries in Western Europe, Australia and the Far East. However, it may
also invest in other foreign countries, including developing countries. A
majority of the Portfolio's assets are invested in mid-sized to large
capitalization companies. The Portfolio may also take positions in convertible
securities, preferred stocks, corporate bonds and short- and long-term foreign
or U.S. government securities.

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 a diversified,
open-end management investment company and a 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
"Introduction," "Investment Objective and Policies and Risk Factors" and
"Additional Information About Master/Feeder Structure."

The Fund is designed primarily for investment by trust companies or
trust departments of other financial institutions regulated by federal or state
governmental authority, whether purchasing for their own account or for accounts
over which they exercise full or shared investment power in a fiduciary,
agency, advisory, custodial or similar capacity.

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 January ____, 1998, which
is incorporated by reference in its entirety into this Prospectus, is available
upon request without charge by writing to the Fund at P.O. Box 5005, Denver, CO
80217, or by calling 1-800-706-0539.

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

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

DATED JANUARY ____, 1998

<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 Confirmations................................... 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

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1. FEE TABLES

SHAREHOLDER TRANSACTION EXPENSES

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

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

- ------------------------------------------------------------------------------
Investment Total
Advisory Fund
Fee Other Operating
(After Waiver) Expenses** Expenses*
(After Waiver)
- ------------------------------------------------------------------------------
International Equity Fund 0.[___]%*** 0.[___]% 1.[___]%***
- ------------------------------------------------------------------------------

* 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 expenses for
the fiscal year ended September 30, 1997, restated as if the decrease in
administrative services fees paid by the Fund that took effect on June 20
1997, had been in effect for the entire year.

*** 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.[__]%.

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 5 YEARS 10 YEARS
- -----------------------------------------------------------------------------
International Equity Fund $___* $___* $___* $___*
- -----------------------------------------------------------------------------

* 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

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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 (commencement of
operations) to September 30, 1997. The information contained in the table was
audited by Price Waterhouse LLP, whose report thereon is incorporated by
reference from the Fund's 1997 Annual Report into the Statement of Additional
Information. The most recent Annual Report for the Fund, including additional
performance information, may be obtained upon request and without charge by
calling the Fund at 1-800-706-0539. On June 20, 1997, a decrease took effect in
the administrative services fees paid by the Fund from 0.35% to 0.10% of the
Fund's daily average net assets per year.

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<PAGE>

INTERNATIONAL EQUITY FUND
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
OCTOBER 11, 1996 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1997

Net asset value, beginning of period. . . . . . . . . . . . . $
-----
Income from investment operations:
Net investment income . . . . . . . . . . . . . . . . . . . .
Net realized and unrealized gains -----
(losses) on investments and foreign currency transactions.
-----
Total from investment operations. . . . . . . . . . . . . . .
-----
Less Distributions:
Dividends from net investment income. . . . . . . . . . . . . 0.00
Distributions from net realized gains . . . . . . . . . . . . 0.00
-----
Total distributions . . . . . . . . . . . . . . . . . . . . . 0.00
-----
Net asset value, end of period. . . . . . . . . . . . . . . . $
-----
-----
Total return(1) . . . . . . . . . . . . . . . . . . . . . . . %
-----
-----
Ratios/Supplemental Data:

Net assets, end of period (in thousands). . . . . . . . . . . $

Gross expenses ratio to average net assets(2,3) . . . . . . . %

Net expense ratio to average net assets(2,3). . . . . . . . . %

Ratio of net income to average net assets(2). . . . . . . . . %

Portfolio Turnover Rate(2,4). . . . . . . . . . . . . . . . . %
-----
Average Commission Rate(4). . . . . . . . . . . . . . . . . . $0.
-----

1. Based on operations for the period shown and, accordingly, are not
representative of a full year.
2. Annualized.
3. Reflects the Fund's expenses plus the Fund's pro rata share of the
Portfolio's gross (total) and net expenses. The Portfolio's net expenses
reflect its gross expenses, reduced by fees offset by earnings credits and fee
waivers.
4. 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.

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3. INTRODUCTION

The International Equity 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 (the
"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 Fund's investment objective is long-term capital appreciation. The
Fund pursues its goal by investing in a portfolio consisting primarily of common
stocks of well-established foreign companies. The Portfolio's investment manager
first identifies economic and business themes that it believes provide a
favorable framework for selecting stocks. Using fundamental analysis, the
investment manager then selects individual companies best positioned to take
advantage of opportunities presented by these themes. The Fund does not invest
to provide current income, although some income may be produced while managing
the Portfolio.

The Portfolio's investment manager generally looks for companies with:

- - Securities that are fundamentally undervalued relative to their long-term
prospective earnings growth rates, their historic valuation levels and
their competitors
- - Business operations predominantly in well-regulated and more stable foreign
markets
- - Substantial size and liquidity, strong balance sheets, proven management
and diversified earnings.

-4-

<PAGE>

The Fund invests all of its investable assets in the Portfolio, which
has the same goals and policies as the Fund. The Portfolio invests primarily in
common stocks with 65% of its total assets in securities of companies located in
at least five different countries outside the United States. Recently, the
Portfolio has been weighted toward countries in Western Europe, Australia and
the Far East. However, it may also invest in other foreign countries, including
developing countries. A majority of the Portfolio's assets are invested in
mid-sized to large capitalization companies. The Portfolio may also take
positions in convertible securities, preferred stocks, corporate bonds and
short- and long-term foreign or U.S. government securities.

There are additional risks with investing in foreign countries,
especially in developing countries -- specifically, economic, currency,
information, political and transaction risks. As a result of these additional
risks, the Fund may be more volatile than a domestic stock fund. The Fund's
investments are often focused in a small number of business sectors. In
addition, the Fund may invest in certain securities with unique risks, such as
forward foreign currency contracts. The Fund is not intended to be a complete
investment program on its own, but may serve to diversify other types of
investments in an investor's portfolio.

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 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.

-5-

<PAGE>

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.

SECTOR FOCUS. A significant portion of the Portfolio's assets may be
invested in a relatively small number of related industries. However, the
Portfolio will not concentrate 25% or more of its total assets in any one
industry. Sector focus may increase both market risk (share price volatility)
and liquidity risk.

HEDGING TRANSACTIONS. The Portfolio is authorized to make limited
commitments in certain forward contracts, but only for the purpose of hedging,
that is, protecting against the risk of market movements that may adversely
affect the value (in foreign currency or U.S. dollar terms) of the Portfolio's
securities or the price of securities that the Portfolio is considering
purchasing. Forward contracts are obligations between two parties to exchange
particular goods or instruments (such as foreign currencies) at a set price on a
future date. The Portfolio currently intends that it will use forward contracts
only for hedging purposes and that it may enter into forward foreign currency
exchange contracts, provided the aggregate value of all outstanding contracts
does not exceed the value of the Portfolio's assets. Although a hedging
transaction may, for example, partially protect the Portfolio from a decline in
the foreign exchange price of a particular security or its portfolio generally,
hedging may also limit the potential return to the Portfolio due to positive
foreign exchange movements, and the cost of the transaction will reduce the
potential return on the security or the portfolio. In addition, forward foreign
currency exchange contracts do not 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; and (d) the need for
additional information and skills beyond those required for the management of a
portfolio of traditional securities. In addition, when the Portfolio enters
into an over-the-counter contract with a counterparty, the Portfolio will assume
counterparty credit risk, that is,

-6-

<PAGE>

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.

CONVERTIBLE SECURITIES. The Portfolio may also purchase debt or
equity securities which 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 ratings assigned by organizations such as Moody's Investors Service, Inc.,
and Standard & Poor's Corporation, or a similar determination of
creditworthiness by 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 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 mid-sized market capitalizations. Market
capitalization is defined as total current market value of a company's
outstanding common stock. Investments in companies with smaller market
capitalizations may involve greater risks and price volatility (that is, more
abrupt or erratic price movements) than investments in larger, more mature
companies since smaller companies may be at an earlier stage of development and
may have limited product lines, reduced market liquidity for their shares,
limited financial resources or less depth in management than larger or more
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.

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ILLIQUID SECURITIES. The Portfolio is authorized to invest in
securities which are illiquid or not readily marketable because they are subject
to restrictions on their resale ("restricted securities") or because, based upon
their nature or the market for such securities, no ready market is available.
However, the Portfolio may not purchase any security, the purchase of which
would cause the Portfolio to invest more than 15% of its net assets, measured at
the time of purchase, in illiquid securities. If securities become illiquid
following purchase or other circumstances cause more than 15% of the Portfolio's
net assets to be invested in illiquid securities, the trustees of Worldwide
Portfolios, in consultation with the Sub-Advisor, will determine what action, if
any, is appropriate in light of all relevant circumstances. Repurchase
agreements maturing in more than seven days will be considered as illiquid for
purposes of this restriction. Certain restricted securities, such as Rule 144A
securities, may be treated as liquid under this restriction if a determination
is made that such securities are readily marketable. Investments in illiquid
securities involve certain risks to the extent that the Portfolio may be unable
to dispose of such a security at the time desired or at a reasonable price or,
in some cases, may be unable to dispose of it at all. In addition, in order to
resell a restricted security, the Portfolio might have to incur the potentially
substantial expense and delay associated with effecting registration.

INVESTMENT RESTRICTIONS

In addition to its investment objective, the Portfolio has adopted a
number of restrictions on its investments and other activities that may not be
changed without shareholder approval. For example, the Portfolio may not borrow
money, except borrowing undertaken from banks for temporary or emergency
purposes in amounts not to exceed 25% of the market value of its total assets
(including the amount borrowed) and may not make loans (except that the
Portfolio may lend portfolio securities and enter into repurchase agreements in
accordance with its investment policies). The Portfolio may not invest in any
one industry 25% or more of the value of its total assets at the time of
investment, nor invest in commodities, except, only for the purpose of hedging,
the Portfolio may invest in forward foreign currency exchange contracts and
other instruments as specified in greater detail above and in the Statement of
Additional Information.

Further, with respect to 100% of its total assets, the Portfolio may
not purchase securities of any issuer (except U.S. Government securities) if,
immediately after and as a result of such purchase, the value of the Portfolio's
holdings in the securities of that issuer exceeds 5% of the value of its total
assets or it owns more than 10% of the outstanding voting securities or of any
class of securities of such issuer, although this restriction may be reduced to
apply to 75% or more of the Portfolio's total assets without a shareholder vote.
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.

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<PAGE>

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

The investment objective of the Fund may not be changed without the
approval of the Fund's shareholders. The investment objective of the Portfolio
may not be changed without the approval of the investors in the Portfolio,
including the Fund. If the objective of the Portfolio changes and the
shareholders of the Fund do not approve a parallel change in the Fund's
investment objective, the trustees of the Trust will consider other
alternatives, including seeking an alternative investment vehicle or directly
retaining the Fund's own investment advisor.

Smaller funds investing in the Portfolio may be materially affected by
the actions of larger funds investing in the Portfolio. For example, if a
larger fund invests or withdraws from the Portfolio, the remaining funds may
experience lower or higher pro rata operating expenses. Lower returns could
possibly result from a large withdrawal. However, this possibility also exists
for traditionally structured funds which have large or institutional investors.
Also, a fund with a greater pro rata ownership in the Portfolio could have
effective voting control over the operations of the Portfolio.

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

The Fund may withdraw its investment in the Portfolio at any time, if
the trustees of the Trust determine that it is in the best interests of the Fund
to do so. Certain changes in the Portfolio's investment objective, policies and
limitations may require the Fund to withdraw its investment in the Portfolio.
Upon any such withdrawal, the trustees would consider what action might be
taken, including investing the Fund's assets in another pooled investment entity
having the same investment objective and policies as the Fund or retaining an
investment advisor to manage the Fund's assets in accordance with the investment
policies described above with respect to the Portfolio. Any such withdrawal
could result in a distribution in-kind of portfolio securities (as opposed to a
cash distribution) from the Portfolio. If securities are distributed, the Fund
could incur brokerage, tax or other charges in converting the securities to
cash. In addition, a distribution in-kind may adversely affect the liquidity of
the Fund.

This Prospectus and the Statement of Additional Information contain
more detailed information about this master/feeder organizational structure,
including information related to: (i) the investment objective, policies and
restrictions of the Fund and the Portfolio; (ii) the trustees and officers of
the Trust and Worldwide Portfolios, and the management of the Fund and the
Portfolio; (iii) portfolio transactions and brokerage commissions; (iv) the
Fund's shares, including the rights and liabilities of its shareholders; (v)
additional performance information, including the method used to calculate total
return; and (vi) the determination of the value of the shares of the Fund. The
master/feeder fund structure is still relatively new and lacks a substantial
history.

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<PAGE>

7. MANAGEMENT AND INVESTMENT ADVICE

The Fund and the Portfolio are each supervised by their own trustees
who are responsible for major decisions about the policies and oversight of the
Fund and the Portfolio. The trustees hire the companies that run day-to-day
Fund and Portfolio operations, such as the investment advisor, administrator,
transfer agent and custodian. 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 both the Trust and Worldwide Portfolios, up to and
including creating a new board of trustees for the Trust or Worldwide
Portfolios. For more information about the trustees and officers of the Fund
and the Portfolio, see the Statement of Additional Information.

THE ADVISOR

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 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.

Berger Associates serves as investment advisor or sub-advisor to
mutual funds and other institutional investors, and had assets under management
of more than $[____] billion as of November ____, 1997. 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

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 $[___] billion as of ________________,
1997.

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<PAGE>

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 20 Horseneck Lane, Greenwich, CT 06830.

All investment decisions made for the Portfolio by the Sub-Advisor are
made by a team of BIAM investment personnel. No one individual is primarily
responsible for making the day-to-day investment decisions for the Portfolio.
Most of the investment professionals at BIAM have been with BIAM at least 10
years.

Bank of Ireland or its affiliates may have deposit, loan or other
commercial or investment banking relationships with the issuers of securities
which may be purchased by the Portfolio, including outstanding loans to such
issuers which could be repaid in whole or in part with the proceeds of
securities purchased by the Portfolio. Federal law prohibits the Sub-Advisor,
in making investment decisions, from using material non-public information in
its possession or in the possession of any of its affiliates. In addition, in
making investment decisions for the Portfolio, the Sub-Advisor will not take
into consideration whether an issuer of securities proposed for purchase or sale
by the Portfolio is a customer of Bank of Ireland or its affiliates.

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

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<PAGE>

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.

The Fund and/or its Advisor may enter into arrangements with certain
brokerage firms and other companies (such as recordkeepers and administrators)
to provide administrative services (such as sub-transfer agency, recordkeeping,
shareholder communications, sub-accounting and/or other services) to investors
purchasing shares of the Fund through those firms or companies. The Fund's
Advisor may pay fees to these companies for their services. These companies may
also be appointed as agents for or authorized by the Fund to accept on its
behalf purchase and redemption requests that are received in good order.
Subject to Fund approval, certain of these companies may be authorized to
designate other entities to accept purchase and redemption orders on behalf of
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.

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<PAGE>

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.

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.

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 investment by trust companies
or trust departments of other financial institutions regulated by federal or
state governmental authority, whether purchasing for their own account or for
accounts over which they exercise full or shared investment power in a
fiduciary, agency, advisory, custodial or similar capacity.

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

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<PAGE>

Additional investments may be made at any time by telephone or by mail
at the relevant net asset value by calling or writing the Fund.

A confirmation indicating the details of the transaction will be sent
promptly. Unless full shares only are specified, all purchases will be made in
full and fractional shares calculated to three decimal places.

All purchase orders are effected at the net asset value per share of
the Fund next determined after the purchase order, along with a completed
application and payment, is received and accepted by the Fund, its authorized
agent or designee. A purchase order, together with payment in proper form,
received by the Fund, its authorized agent or designee prior to the close of the
New York Stock Exchange (the "Exchange") on a day the Fund is open for business
will be effected at that day's net asset value. An order received after that
time will be effected at the net asset value determined on the next business
day. See "Redemptions of Fund Shares - Redemptions by Telephone" for the Fund's
policies and procedures on effecting transactions by telephone.

Payment for shares purchased may be made as follows:

BY WIRE OR ELECTRONIC FUNDS TRANSFER. Payment for shares purchased
may be made by wire or electronic funds transfer. Please call DST Systems, Inc.
at 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." The Fund will not accept
purchases by cash, credit card, third-party checks or checks drawn on foreign
banks.

Fund shares may also be purchased through certain organizations which
make available investment accounts, programs or pension or 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 applicable to an
investor who purchases the Fund shares directly from the Fund.

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, its authorized agent or designee.

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.

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.

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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.

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.

11. OPEN ACCOUNT SYSTEM AND CONFIRMATIONS

All investor accounts are maintained on a book-entry basis. 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, its authorized
agent or designee. To receive the net asset value for a specific day, a
redemption request must be received before the close of the Exchange on that
day. Shareholders who purchased their shares directly from the Fund may redeem
all or part of their shares in the Fund by sending a written request to the
Fund, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141. The
written request for redemption must be signed by each registered owner exactly
as the shares are registered and must clearly identify the account and the
number of shares or the dollar amount to be redeemed.

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<PAGE>

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 SIGNATURE 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.

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 these redemption requirements.

(iii) PAYMENT FOR REDEEMED SHARES. Payment for shares redeemed upon
written request will be made by draft and generally will be sent 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 sent 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

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<PAGE>

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 shortly after the date of purchase. Proceeds
from the redemption of shares purchased by such methods may be delayed until
full payment for the shares has been received and cleared, which may take up to
15 days from the purchase date. The foregoing policy is to ensure that all
payments for the shares being redeemed have been honored. In addition to the
foregoing restrictions, no redemption payment can be made for shares which have
been purchased by telephone order until full payment for the shares has been
received. In any event, valid redemption requests concerning shares for which
full payment has been made will be priced at the net asset value next determined
after receipt of the request.

(iv) REDEMPTION IN-KIND. The Fund intends to redeem its shares only
for cash, although it retains the right to redeem its shares in-kind under
unusual circumstances, in order to protect the interests of the remaining
shareholders, by the delivery of securities selected from its assets at its
discretion. The Fund is, however, governed by Rule 18f-1 under the Investment
Company Act of 1940 pursuant to which the Fund is obligated to redeem shares
solely in cash up to the lesser of $250,000 or 1% of the net assets of the Fund
during any 90-day period for any one shareholder. Should redemptions by any
shareholder during any 90-day period exceed such limitation, the Fund will have
the option of redeeming the excess in cash or in-kind. If shares are redeemed
in-kind, the redeeming shareholder generally will incur brokerage costs in
converting the assets to cash.

(v) REDEMPTIONS BY THE FUND. As a means of reducing its expenses,
the Fund is authorized to redeem involuntarily all shares held in accounts with
a value of less than $1,000,000. Such redemptions will be permitted only when
the account is reduced below the minimum value by redemption, and not by
declines in per share net asset value. As a result, accounts established with
the applicable minimum investment might be subject to redemption after only a
small redemption has been made by the shareholder. At least 60 days' written
notice will be given to a shareholder before such an account is redeemed.
During that time, the shareholder may add sufficient funds to the account. If
such amount is not added to the account, all shares remaining in the account
will be subject to redemption 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

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 the shareholder's shares in the Fund
(subject to applicable minimum account balance requirements) 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.

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<PAGE>

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

All exchanges 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
individuals, businesses and non-profit organizations, including a Profit-Sharing
Plan, a Money Purchase Pension Plan, an Individual Retirement Account ("IRA"), a
Roth IRA and a 403(b) Custodial Account for adoption by employers and
individuals who wish to participate in such Plans. For information on
retirement plans offered by the Fund, please call 1-800-706-0539 or write to the
Fund, c/o Berger Associates, P.O. Box 5005, Denver, CO 80217. 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
1-800-960-8427.

The Fund also offers a systematic withdrawal plan. Forms to establish
such a plan 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

DISTRIBUTIONS OF INCOME AND GAINS

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.

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 Berger Funds at 1-800-960-8427 or by written request to the Berger
Funds, 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.

SHAREHOLDER TAXES

Generally, shareholders will owe tax on amounts distributed to them by
the Fund whether they reinvest them in additional shares or receive them in
cash. Shareholders not subject to tax on their income generally will not be
required to pay any income tax on amounts distributed to them.

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<PAGE>

Distributions of gains from the sale of assets held by the Fund for
more than one year generally are taxable to a shareholder at the applicable
mid-term or long-term capital gains rate, regardless of how long the shareholder
has owned Fund shares. Distributions from other sources generally are taxed as
ordinary income.

Each year the Fund will send shareholders a Form 1099 for any
distributions made to non-retirement accounts. This form will detail the tax
status for federal income tax purposes of distributions made to shareholders
that year.

If a shareholder redeems Fund shares that have appreciated in value,
the shareholder will have a taxable gain upon redemption. Exchanges are treated
as a redemption and purchase for tax purposes. Therefore, a shareholder will
also have a taxable gain upon exchange if the shares redeemed have appreciated
in value.

TAX TREATMENT OF THE FUND

In general, as long as the Fund qualifies under certain federal tax
laws, it will not be subject to federal income tax on income and capital gains
that it distributes to its shareholders. The Fund has qualified, and intends to
continue to qualify, under those laws. The Fund also intends to avoid an excise
tax on undistributed income by making timely distributions.

ADDITIONAL TAX INFORMATION

Shareholders should also consult their own tax advisors, since this is
only a summary and may not cover every particular situation. For more
information about other tax matters, including backup withholding for certain
taxpayers and other tax aspects of redemptions, see the Statement of Additional
Information.

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 and
was originally named the Berger/BIAM International Institutional Fund. 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 pool of assets that was transferred into
the Portfolio as described under "Performance" below. Effective June 1997, the
Fund's name was changed to the International Equity Fund.

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
International Equity 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 International Equity Fund and the other funds or
series of the Berger/BIAM Worldwide Funds Trust generally vote separately on
matters relating to those respective funds, although they vote together and with
the holders of any other series of the Trust issued in the future in the
election of trustees of the Trust and on all matters relating to the Trust as a
whole. Each full share of the Fund has one vote. Shares of the Fund have
non-cumulative voting rights, which means that the holders of more than 50% of
the shares voting for the election of trustees can elect 100% of the trustees if
they choose to do so and, in such event, the holders of the remaining less than
50% of the shares voting for the election of trustees will not be able to elect
any person or persons as trustees. The Fund is not required to hold annual
shareholder meetings unless required by the Investment Company Act of 1940 or
other applicable law or unless called by the trustees.

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<PAGE>

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 that it may perform the services for the Portfolio contemplated by this
Prospectus consistent with the Glass-Steagall Act and other applicable banking
laws and regulations. However, future changes in either Federal or state
statutes and regulations concerning the permissible activities of banks and
their affiliates, as well as future judicial or administrative decisions or
interpretations of present and future statutes and regulations, might prevent
BIAM from continuing to perform those services for the Portfolio. 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, MONEY,
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 Standard & Poor's 400 Mid-Cap Index, the
Nasdaq Composite Index, or more narrowly-based or blended 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 guarantee 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.

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<PAGE>

investment objective, policies, limitations, guidelines and strategies of the
Pool were materially equivalent to those 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 at the time of the transfer to reflect any anticipated increase
in fees and expenses for the Fund (that is, adjusted to reflect any anticipated
increase in 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).

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 New Generation Fund, the Berger
Select Fund, the Berger Small Company Growth Fund, the Berger Small Cap Value
Fund, the Berger Mid Cap Growth Fund, the Berger 100 Fund, the Berger Growth and
Income Fund and the Berger Balanced Fund. Please call 1-800-706-0539 for
information.

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<PAGE>

PROSPECTUS
BERGER/BIAM INTERNATIONAL CORE FUND

The Berger/BIAM International CORE Fund (the "Fund") is a "no-load"
diversified mutual fund. The investment objective of the Fund is long-term
capital appreciation. The Fund pursues its goal by investing in a portfolio
consisting primarily of common stocks of well-established foreign companies. The
portfolio's investment manager first identifies economic and business themes
that it believes provide a favorable framework for selecting stocks. Using
fundamental analysis, the investment manager then selects individual companies
best positioned to take advantage of opportunities presented by these themes.
The Fund does not invest to provide current income, although some income may be
produced while managing the portfolio.

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.

DATED JANUARY ____, 1998

<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 Confirmations................................... 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)

- --------------------------------------------------------------------------------
INVESTMENT TOTAL
ADVISORY FUND
FEE OTHER OPERATING
(AFTER WAIVER) EXPENSES** EXPENSES*
(AFTER WAIVER)
- --------------------------------------------------------------------------------
Berger/BIAM International 0.[___]%*** 0.[___]% 1.[___]%***
CORE Fund
- --------------------------------------------------------------------------------

** Other Expenses primarily include administrative services fees paid by the
Fund and custodian fees paid by the Portfolio.

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 5 YEAR 10 YEARS
- --------------------------------------------------------------------------------
Berger/BIAM International CORE Fund $[____]* $[____]* $[____]* $[____]*
- --------------------------------------------------------------------------------

* After waiver.

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<PAGE>

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.

2. CONDENSED FINANCIAL INFORMATION

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<PAGE>

BERGER/BIAM INTERNATIONAL CORE FUND
Financial Highlights

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
OCTOBER 11, 1996 (COMMENCEMENT OF OPERATIONS) TO SEPTEMBER 30, 1997

Net asset value, beginning of period. . . . . . . . . . . . . . $
-----
Income from investment operations:
Net investment income . . . . . . . . . . . . . . . . . . . . .
Net realized and unrealized gains -----
(losses) on investments and foreign currency transactions. .
-----
Total from investment operations. . . . . . . . . . . . . . . .
-----
Less Distributions:
Dividends from net investment income. . . . . . . . . . . . . . 0.00
Distributions from net realized gains . . . . . . . . . . . . . 0.00
-----
Total distributions . . . . . . . . . . . . . . . . . . . . . . 0.00
-----
Net asset value, end of period. . . . . . . . . . . . . . . . . $
-----
-----
Total return(1) . . . . . . . . . . . . . . . . . . . . . . . . %
-----
-----
Ratios/Supplemental Data:

Net assets, end of period (in thousands). . . . . . . . . . . . $

Gross expenses ratio to average net assets(2,3) . . . . . . . . %

Net expense ratio to average net assets(2,3). . . . . . . . . . %

Ratio of net income to average net assets(2). . . . . . . . . . %

Portfolio Turnover Rate(2,4). . . . . . . . . . . . . . . . . . %
-----
Average Commission Rate(4). . . . . . . . . . . . . . . . . . . $0.
-----

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<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

The Portfolio's investment manager generally looks for companies with:

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<PAGE>

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<PAGE>

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.

-6-
<PAGE>

CONVERTIBLE SECURITIES. The Portfolio may also purchase debt or
equity securities which 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 ratings assigned
by organizations such as Moody's Investors Service, Inc., and Standard &
Poor's Corporation, or a similar determination of creditworthiness by 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 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 mid-sized market capitalizations.
Market capitalization is defined as total current market value of a company's
outstanding common stock. Investments in companies with smaller market
capitalizations may involve greater risks and price volatility (that is, more
abrupt or erratic price movements) than investments in larger, more mature
companies since smaller companies may be at an earlier stage of development
and may have limited product lines, reduced market liquidity for their
shares, limited financial resources or less depth in management than larger
or more 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.

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<PAGE>

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

5. PORTFOLIO TURNOVER

6. ADDITIONAL INFORMATION ABOUT MASTER/FEEDER STRUCTURE

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<PAGE>

are also present in other mutual fund structures. Information concerning other
investors in the Portfolio (for example, other feeder funds) is available from
the Fund at 1-800-706-0539.

7. MANAGEMENT AND INVESTMENT ADVICE

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<PAGE>

THE ADVISOR

THE SUB-ADVISOR

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.

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<PAGE>

Portfolio. Federal law prohibits the Sub-Advisor, in making investment
decisions, from using material non-public information in its possession or in
the possession of any of its affiliates. In addition, in making investment
decisions for the Portfolio, the Sub-Advisor will not take into consideration
whether an issuer of securities proposed for purchase or sale by the Portfolio
is a customer of Bank of Ireland or its affiliates.

ADVISORY FEES

8. 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 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.

SERVICE ARRANGEMENTS FOR THE PORTFOLIO

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<PAGE>

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 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.

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.

Payment for shares purchased may be made as follows:

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<PAGE>

return on an investment in Fund shares. No such charge will be applicable to an
investor who purchases the Fund shares directly from the Fund.

10. NET ASSET VALUE

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<PAGE>

11. OPEN ACCOUNT SYSTEM AND CONFIRMATIONS

12. REDEMPTION OF FUND SHARES

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<PAGE>

agent, may be liable for losses resulting from unauthorized or fraudulent
telephone instructions in the event these procedures are not followed.

(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, all shares remaining in the account will be subject
to redemption 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

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

15. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT

DISTRIBUTIONS OF INCOME AND GAINS

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<PAGE>

reinvest them in Fund shares may be changed by calling the Berger Funds at
1-800-960-8427 or by written request to the Berger Funds, 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.

SHAREHOLDER TAXES

TAX TREATMENT OF THE FUND

ADDITIONAL TAX INFORMATION

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 pool of assets that was
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. All
shares issued by the Fund

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<PAGE>

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.

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.

17. PERFORMANCE

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

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<PAGE>

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.

The Portfolio commenced operations in October 1996, 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 investment objective, policies, limitations, guidelines and
strategies of the Pool were materially equivalent to those 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.

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.

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<PAGE>

INTERNATIONAL EQUITY FUND

STATEMENT OF ADDITIONAL INFORMATION

SHAREHOLDER SERVICES: 1-800-551-5849

This Statement of Additional Information ("SAI") about the
International Equity 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 January _____, 1998,
which may be obtained by writing the Fund at P.O. Box 5005, Denver, Colorado
80217, or calling 1-800-706-0539.

The Fund is a no-load mutual fund. The investment objective of the
Fund is long-term capital appreciation. The Fund pursues its goal by investing
in a portfolio consisting primarily of common stocks of well-established foreign
companies. The portfolio's investment manager first identifies economic and
business themes that it believes provide a favorable framework for selecting
stocks. Using fundamental analysis, the investment manager then selects
individual companies best positioned to take advantage of opportunities
presented by these themes. The Fund does not invest to provide current income,
although some income may be produced while managing the portfolio.

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").

JANUARY _____, 1998

<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

<PAGE>

INTRODUCTION

The International Equity Fund is a mutual fund, or an open-end,
management investment company. The Fund is a diversified fund. 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. The Fund does not invest to provide current income, although
some income may be produced while managing the portfolio.

1. INVESTMENT POLICIES

The Prospectus discusses the investment objective of the Fund and the
Portfolio and the primary 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.

COMMON AND PREFERRED STOCKS. Stocks represent shares of ownership in
a company. Generally, preferred stock has a specified dividend and ranks after
bonds and before common stocks in its claim on income for dividend payments and
on assets should the company be liquidated. After other claims are satisfied,
common stockholders participate in company profits on a pro-rata basis. Profits
may be paid out in dividends or reinvested in the company to help it grow.
Increases and decreases in earnings are usually reflected in a company's stock
price, so common stocks generally have the greatest appreciation and
depreciation potential of all corporate securities. While most preferred stocks
pay dividends, the Portfolio may purchase preferred stock where the issuer has
omitted, or is in danger of omitting, payment of its dividends. Such
investments would be made primarily for their capital appreciation potential.
All investments in stocks are subject to market risk, meaning that their prices
may move up and down with the general stock market, and that such movements
might reduce their value.

DEBT SECURITIES. Debt securities (such as bonds or debentures) are
fixed-income securities which bear interest and are issued by corporations or
governments. The issuer has a contractual obligation to pay interest at a
stated rate on specific dates and to repay principal on a specific maturity
date. In addition to market risk, debt securities are generally subject to two
other kinds of risk: credit risk and interest rate risk. Credit risk refers to
the ability of the issuer to meet interest or principal payments as they come
due. The lower the rating given a security by a rating service (such as Moody's
Investor Service ("Moody's") and Standard & Poor's ("S&P")), the greater the
credit risk the rating service perceives with respect to that security. The
Fund will not purchase any nonconvertible securities rated below investment
grade (Ba or lower by Moody's, BB or lower by S&P). In cases where the ratings
assigned by more than one rating agency differ, the Portfolio will consider the
security as rated in the higher category. If nonconvertible securities
purchased by the Portfolio are downgraded to below investment grade following
purchase, 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 this SAI.

Interest rate risk refers to the fact that the value of fixed-income
securities (like debt securities) generally fluctuate in response to changes in
interest rates. A decrease in interest rates will generally result in an
increase in the price of fixed-income securities held by the Portfolio.
Conversely, during periods of rising interest rates, the value of fixed-income

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<PAGE>

securities held by the Portfolio will generally decline. Longer-term securities
are generally more sensitive to interest rate changes and are more volatile than
shorter-term securities, but they generally offer higher yields to compensate
investors for the associated risks.

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<PAGE>

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.

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.

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.

Use of these instruments by the Portfolio involves the potential for a
loss that may exceed the Portfolio's initial commitment to a forward contract.
However, the Portfolio is permitted to use forwards 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 exposure to equity securities denominated
in a particular currency. To help ensure that the Portfolio will be able to
meet its obligations under forward contracts entered into by the Portfolio, the
Portfolio will be required to maintain liquid assets in a segregated account
with its custodian bank or to set aside portfolio securities to "cover" its
position in these contracts.

The principal risks of the Portfolio utilizing forward contracts are:
(a) losses resulting from market movements not anticipated by the Portfolio;
(b) possible imperfect correlation between movements in the prices of forwards
and movements in the prices of the securities or positions hedged or used to
cover such positions; (c) lack of assurance that a liquid secondary market will
exist for any particular contract at any particular time; and (d) the need for
additional information and skills beyond those required for the management of a
portfolio of traditional securities. 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.

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

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<PAGE>

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 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

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<PAGE>

currency denominated asset that is the subject of the hedge generally will not
be precise. Shifting the Portfolio's currency exposure from one foreign
currency to another limits the Portfolio's opportunity to profit from increases
in the value of the original currency and involves a risk of increased losses to
the Portfolio if the Sub-Advisor's projection of future exchange rates is
inaccurate.

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

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.

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<PAGE>

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 this SAI.

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

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of the New York Stock Exchange, which rules presently require the borrower,
after notice, to redeliver the securities within the normal settlement time of
three business days. All relevant facts and circumstances, including
creditworthiness of the broker, dealer or institution, will be considered in
making decisions with respect to the lending of securities, subject to review by
Worldwide Portfolio's trustees.

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 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 debt 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

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<PAGE>

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.

These transactions must be fully collateralized at all times by debt
securities (generally a security issued or guaranteed by the U.S. Government or
an agency thereof, a banker's acceptance or a certificate of deposit), but
involve certain risks, such as credit risk to the Portfolio if the other party
defaults on its obligation and the Portfolio is delayed or prevented from
liquidating the collateral. 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
and delayed. Further, 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. The Portfolio expects
that these risks can be controlled through careful monitoring procedures.

SECURITIES OF COMPANIES WITH LIMITED OPERATING HISTORIES. The
Portfolio may invest in securities of companies with limited operating
histories. The Portfolio considers these to be securities of companies with a
record of less than three years' continuous operation, even including the
operations of any predecessors and parents. (These are sometimes referred to as
"unseasoned issuers.") These companies 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 companies. In
addition, many of these companies may also be small companies and involve the
risks and price volatility associated with smaller companies.

SPECIAL SITUATIONS. The Portfolio may also invest in special
situations, that is, in common stocks of companies that have recently
experienced or are anticipated to experience a significant change in
structure, management, products or services. Examples of special situations
are companies being reorganized or merged, companies having unusual new
products, or which enjoy particular tax advantages, or companies that are run
by new management or may be probable takeover candidates. The oppurtunity to
invest in special situations, however, is limited and depends in part on the
market's assessment of these issuers and their circumstances. In addition,
stocks of companies in special situations may be more volatile, since the
market value of these stocks may decline if an anticipated event or benefit
does not materialize.

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 available on a comparable
security 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

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<PAGE>

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

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

All other fundamental and non-fundamental investment policies and
restrictions of the Fund and the Portfolio in which all the Fund's investable
assets are invested 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 and non-fundamental
restrictions on its investments and other activities. Fundamental restrictions
may not 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.
Non-fundamental restrictions may be changed in the future by action of the
trustees without shareholder vote.

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

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<PAGE>

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

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

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

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

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

3. 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).

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

5. The Portfolio may not purchase any security, including any
repurchase agreement maturing in more than seven days, which is not readily

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<PAGE>

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.

6. 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.

7. 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.

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.

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

* GERARD M. LAVIN, 210 University Boulevard, Suite 900, Denver, CO 80206,
age 55. President and a director of Berger 100 Fund and Berger Growth
and Income Fund, and President and a trustee of Berger Investment
Portfolio Trust and Berger Omni Investment Trust, since February 1997.
President and a trustee of Berger/BIAM Worldwide Portfolios Trust and
Berger/BIAM Worldwide Funds Trust since their inception in May 1996.
President and a trustee of Berger Institutional Products Trust since
its inception in October 1995. President and a director since April
1995 of Berger Associates, Inc. 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. 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 69.
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 72. 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

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<PAGE>

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 72. 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 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 51. 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 1900, Chicago, IL 60602, age
52. Since 1991, Chairman, President, Chief Executive Officer and a
director of Catalyst Institute (international public policy research
organization focused primarily on financial markets and institutions).
Since September 1997, President, Chief Executive Officer and a
director of DST Catalyst, Inc. (international financial markets
consulting, software and computer services company). Prior thereto
(1991 - September 1997), Chairman, President, Chief Executive Officer
and a director of Catalyst Consulting (international financial
institutions business consulting firm). Prior thereto (1988-1991),
President, Chief Executive Officer and a director 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 J.D. Edwards & Co. (computer software company) since 1995.
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.

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<PAGE>

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135, age 69.
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
42. 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 (since September 1991) of Berger Associates, and a director
of Berger Distributors, Inc., since its inception in May 1996.
Formerly, Financial Consultant (registered representative) with
Neidiger Tucker Bruner, Inc. (broker-dealer) (October 1989 to
September 1991) and Financial Consultant with Merrill Lynch, Pierce,
Fenner & Smith, Inc. (October 1985 to October 1989).

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

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

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. 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 paid or accrued
during the fiscal year ended September 30, 1997, for each trustee of the Trust
and of the other Berger Funds.

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<PAGE>

- ----------------------------------------------------------------------------
NAME AND POSITION WITH AGGREGATE AGGREGATE
BERGER FUNDS COMPENSATION COMPENSATION
FROM FROM
THE FUND(1) ALL BERGER
FUNDS(2)
- ----------------------------------------------------------------------------
Dennis E. Baldwin(3) $[___] $[___]
- ----------------------------------------------------------------------------
William M.B. Berger(3),(4) $0 $0
- ----------------------------------------------------------------------------
Louis R. Bindner(3) $[___] $[___]
- ----------------------------------------------------------------------------
Katherine A. Cattanach(3) $[___] $[___]
- ----------------------------------------------------------------------------
Lucy Black Creighton(3),(7) $[___] $[___]
- ----------------------------------------------------------------------------
Denis Curran(4),(6) $0 $0
- ----------------------------------------------------------------------------
Paul R. Knapp(3) $[___] $[___]
- ----------------------------------------------------------------------------
Gerard M. Lavin(3),(4),(5) $0 $0
- ----------------------------------------------------------------------------
Harry T. Lewis(3) $[___] $[___]
- ----------------------------------------------------------------------------
Michael Owen(3) $[___] $[___]
- ----------------------------------------------------------------------------
William Sinclaire(3) $[___] $[___]
- ----------------------------------------------------------------------------

(1) Comprised of the portion of the trustee compensation paid by Worldwide
Portfolios to its trustees and borne indirectly by the Fund.

(2) Consisting of Berger 100 Fund, Berger Growth and Income Fund, Berger
Investment Portfolio Trust (all series), Berger Institutional Products Trust
(all series), Berger/BIAM Worldwide Funds Trust (all series, including the
Fund), 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) Interested person of the Berger/BIAM Worldwide Funds Trust and/or the
Portfolio's Advisor or Sub-Advisor.

(5) President of Berger 100 Fund, Berger Growth and Income Fund, Berger
Investment Portfolio Trust, Berger/BIAM Worldwide Portfolios Trust, Berger/BIAM
Worldwide Funds Trust and Berger Omni Investment Trust.

(6) Trustee of Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust.

(7) Resigned as a director and trustee effective November 1997.

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

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<PAGE>

As of [______________, 199___], the officers and trustees of the Trust
as a group owned [_____]% of the outstanding shares of the International Equity
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. BIAM's main offices are at 26 Fitzwilliam
Place, Dublin 2, Ireland. BIAM maintains a representative office at 20
Horseneck Lane, 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.

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<PAGE>

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

Under the Sub-Advisory Agreement between the Advisor and the
Sub-Advisor, the Advisor has delegated day-to-day portfolio management
responsibility to the Sub-Advisor. The Sub-Advisor manages the investments in
the Portfolio and determines what securities and other investments will be
purchased, retained, sold or loaned, consistent with the investment objective
and policies established by the trustees of Worldwide Portfolios. The Portfolio
pays no fees directly to the Sub-Advisor. The Sub-Advisor will receive from the
Advisor a fee at the annual rate of 0.45% of the average daily net assets of the
Portfolio. During certain periods, the Sub-Advisor may voluntarily waive all or
a portion of its fee under the Sub-Advisory Agreement, which will not affect the
fee paid by the Portfolio to the Advisor.

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

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<PAGE>

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 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

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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, the
fees payable to the Advisor under the Investment Advisory Agreement; 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; 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, arranging for and supervising the
preparation of registration statements, tax returns, proxy materials, financial
statements and reports for filing with regulatory authorities and distribution
to shareholders of the Fund. Under the Administrative Services Agreement, the
Fund pays the Advisor a fee at an annual rate equal to the lesser of (i) 0.10%
of its average daily net assets, or (ii) the Advisor's annual cost to provide or
procure these services (including the fees of any services providers whose
services are procured by the Advisor), plus an additional 0.01% of the Fund's
average daily net assets. The trustees of the Trust regularly review amounts
paid to and expenditures incurred by the Advisor pursuant to the Administrative
Services Agreement. In addition, in the event that the Advisor's duties under
the Administrative Services Agreement are delegated to another party, the
Advisor may take into account, in calculating the cost of such services, only
the costs incurred by such other party in discharging the delegated duties.

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agency, recordkeeping, shareholder communications, sub-accounting and/or other
services) to investors purchasing shares of the Fund through those firms or
companies. The Fund's Advisor may pay fees to these companies for their
services. These companies may also be appointed as agents for or authorized by
the Fund to accept on its behalf purchase and redemption requests that are
received in good order. Subject to Fund approval, certain of these companies
may be authorized to designate other entities to accept purchase and redemption
orders on behalf of 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 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 following table shows the administrative service fee paid by the
Fund and the investment advisory fee paid by the Portfolio and indirectly borne
by the Fund for the period indicated.

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INTERNATIONAL EQUITY FUND

- -------------------------------------------------------------------------
Fiscal Year Ended Administrative Investment Advisory Fee TOTAL
September 30, Service Fee Advisory Fee Waiver
- -------------------------------------------------------------------------
1997* $ ** $ $ $
- -------------------------------------------------------------------------

* Covers the period October 11, 1996 (commencement of operations) to September
30, 1997.

** In July 1997, the administrative service fee paid by the Fund was decreased
from 0.35% to 0.10% per year of the Fund's average net assets.

All of IFTC's fees are subject to reduction pursuant to an agreed upon
formula for certain earnings credits on the cash balances of the Portfolio. The
following table shows gross fees, earnings credits and net fees paid to IFTC for
the fiscal year ended September 30, 1997, by the Portfolio, as borne indirectly
by the Fund.

- ----------------------------------------------------------------------------
GROSS FEES EARNINGS NET FEES PAID
PAYABLE TO IFTC CREDITS TO IFTC
RECEIVED FROM
IFTC
- ----------------------------------------------------------------------------
International
Equity Fund *
- ----------------------------------------------------------------------------
* Covers the period October 11, 1996 (commencement of operations) to September
30, 1997.

OTHER EXPENSE INFORMATION

DISTRIBUTOR

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. A report on the placement of brokerage business is given to the
trustees of Worldwide Portfolios every quarter, indicating the brokers with whom
portfolio business was placed and the basis for such placement. The brokerage
commissions paid by the Portfolio, as borne indirectly by the Fund, during the
past fiscal year were as follows:

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BROKERAGE COMMISSIONS

- ---------------------------------------------------------------------
Fiscal Year Ended
September 30, 1997(1)
- ---------------------------------------------------------------------
BERGER/BIAM INTERNATIONAL PORTFOLIO
- ---------------------------------------------------------------------

(1) Covers the period from October 11, 1996 (commencement of operations) to
September 30, 1997.

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 include
computerized stock quotation and trading services, fundamental and technical
analysis data and software, broker and other third-party equity research,
computerized stock market and business news services, economic research and
account performance data.

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>

commission rates or prices of securities currently available and other current
transaction costs; the nature of the security being traded; the size and type of
the transaction; the nature and character of the markets for the security to be
purchased or sold; the desired timing of the trade; the activity existing and
expected in the market for the particular security; confidentiality; the quality
of the execution, clearance and settlement services; financial stability of the
broker or dealer; the existence of actual or apparent operational problems of
any broker or dealer; and research products or services provided. The trustees
have also authorized 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 to be considered as factors in the selection of broker-dealers to execute
portfolio transactions for the Portfolio. In addition, payments made by brokers
to the Fund or the Portfolio or to other persons on behalf of the Fund or the
Portfolio for services provided to the Fund or the Portfolio for which it would
otherwise be obligated to pay may also be considered. In placing portfolio
business with any such broker or dealer, the Sub-Advisor of the Portfolio will
seek the best execution of each transaction.

7. PURCHASE OF SHARES

Minimum Initial Investment $1,000,000.00

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

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

Payment for shares purchased may be made by wire, electronic funds
transfer or mail. All purchase orders are effected at the relevant net asset
value per share of the Fund next determined after receipt of the purchase order,
completed application and payment. A purchase order, together with payment in
proper form, received by the Fund, its authorized agent or designee 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 which make available investment accounts, programs or pension or
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 apply to an investor who purchases the Fund shares directly from the
Fund.

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<PAGE>

shareholders of the Fund will be given notice of any termination or material
modification. Berger Associates may, at its own risk, waive certain of those
procedures and related requirements.

8. NET ASSET VALUE

The net asset value of the Fund is determined once daily, at the close
of the regular trading session of the Exchange (normally 4:00 p.m., New York
time, Monday through Friday) each day that the Exchange is open. The Exchange
is closed and the net asset value of the Fund is not determined on weekends and
on New Year's Day, Martin Luther King, Jr. 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.

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

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

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<PAGE>

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

This discussion summarizes certain U.S. federal income tax issues
relating to the Fund and the Portfolio. As a summary, it is not an exhaustive
discussion of all possible tax ramifications. Accordingly, shareholders are
urged to consult with their tax advisors with respect to their particular tax
consequences.

TAX STATUS OF THE FUND AND THE PORTFOLIO. If the Fund meets certain
investment and distribution requirements, it will be treated as a "regulated
investment company" (a "RIC") under the Internal Revenue Code and will not be
subject to federal income tax on earnings that it distributes in a timely manner
to shareholders. It also may be subject to an excise tax on undistributed
income if it does not meet certain timing requirements for distributions. The
Fund intends to qualify as a RIC annually and to make timely distributions in
order to avoid income and excise tax liabilities.

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.

TAX ON FUND DISTRIBUTIONS. With certain exceptions provided by law,
the Fund will report annually to the Internal Revenue Service and to each
shareholder information about the tax treatment of the shareholder's
distributions. Dividends paid by the Fund, whether received in cash or
reinvested in additional Fund shares, will be treated as ordinary income to the
shareholders. Distributions of net capital gain, whether received in cash or
reinvested in Fund shares, will be taxable to the shareholders, but the rate of
tax may vary depending upon the Fund's holding periods in the assets whose sale
resulted in the capital gain. Dividends and distributions that are declared in
October, November or December but not distributed until the following January
will be considered to be received by the shareholders on December 31.

In general, net capital gains from assets held by the Fund for more
than 18 months will be subject to a maximum tax rate of 20%; net capital gains
from assets held for more than one year but no more than 18 months will be
subject to a maximum tax rate of 28%; and net capital gains from assets held for
one year or less will be taxed as ordinary income. In general, shareholders
will be subject to these capital gains rules regardless of how long they have
held Fund shares, but recent changes in the law governing taxation of capital
gains may alter the applicable tax treatment. It is expected that the Treasury
Department will issue guidance about how the changes in the capital gains tax
rules will apply to shareholders of RICs.

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

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<PAGE>

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.

If a shareholder has elected to receive dividends and/or capital gain
distributions in cash and the postal or other delivery service is unable to
deliver checks to the shareholder's address of record, or if a shareholder's
checks remain uncashed for six months, the Fund reserves the right to reinvest
the amount distributed in additional Fund shares at the then-current NAV and to
convert the shareholder's distribution option from receiving cash to having all
dividend and other distributions reinvested in additional shares. In addition,
no interest will accrue on amounts represented by uncashed distribution or
redemption checks.

TAX ON REDEMPTIONS OF FUND SHARES. Shareholders may be subject to tax
on the disposition of their Fund shares. In general, such dispositions may give
rise to a capital gain or loss, the treatment of which will depend on the
shareholder's holding period in the Fund shares. Tax laws may prevent the
deduction of a loss on the sale of Fund shares if the shareholder reinvests in
the Fund shortly before or after the sale giving rise to the loss. Any loss on
the redemption or other sale or exchange of Fund 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.

INCOME FROM FOREIGN SOURCES. Dividends and interest received by the
Fund on foreign securities may give rise to withholding and other taxes imposed
by foreign countries, although these taxes may be reduced by applicable tax
treaties. Foreign taxes will generally be treated as expenses of the Fund,
unless the Fund has more than 50% of its assets invested in foreign corporate
securities at the end of the Fund's taxable year. In that case, shareholders of
the Fund may be able to deduct (as an itemized deduction) or claim a foreign tax
credit for their share of foreign taxes, subject to limitations prescribed in
the tax law.

If the Fund invests in a foreign corporation that is a passive foreign
investment company (a "PFIC"), special rules apply that may affect the tax
treatment of gains from the sale of the stock and may cause the Fund to incur
IRS interest charges. The Fund may make appropriate tax elections to mitigate
the tax effects of owning PFIC stock, including elections to "mark-to-market"
PFIC shares each year. The mark-to-market regime may increase or decrease the
Fund's distributable income.

INCOME FROM CERTAIN TRANSACTIONS. Some or all of the Fund's
investments may include transactions that are subject to special tax rules.
Transactions involving foreign currencies may give rise to gain or loss that
could affect the Fund's ability to make ordinary dividend distributions.
Investment in certain financial instruments, such as options, futures contracts
and forward contracts, may require annual recognition of unrealized gains and
losses. Transactions that are treated as "straddles" may affect the character
and/or timing of other gains and losses of the Fund. If the Fund enters into a
transaction (such as a "short sale") that reduces the risk of loss on an
appreciated financial position that it already holds, the entry into the
transaction may constitute a constructive sale and require immediate recognition
of gain.

BACKUP WITHHOLDING. In general, if a shareholder is subject to backup
withholding, the Fund will be required to withhold federal income tax at a rate
of 31% from distributions to that shareholder. These payments are creditable
against the shareholder's federal income tax liability.

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<PAGE>

FOREIGN SHAREHOLDERS. Foreign shareholders of the Fund generally will
be subject to a 30% U.S. withholding tax on dividends paid by the Fund from
ordinary income and short-term capital gain, although the rate may be reduced by
a tax treaty. If a foreign shareholder dies while owning Fund shares, those
shares may be subject to U.S. estate 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.

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.

11. PLANS AND PROGRAMS

The Fund offers several tax-qualified retirement plans for
individuals, businesses and non-profit organizations, including a Profit-Sharing
Plan, a Money Purchase Pension Plan, an Individual Retirement Account (IRA), a
Roth IRA and a 403(b) Custodial Account for adoption by employers and
individuals who wish to participate in such Plans. For information on
retirement plans offered by the Fund, please call 1-800-706-0539 or write to the
Fund, c/o Berger Associates, P.O. Box 5005, Denver, CO 80217. 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
1-800-960-8427.

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 1-800-551-5849.

12. EXCHANGE PRIVILEGE

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<PAGE>

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)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.

The Portfolio commenced operations in October 1996, 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 investment objective, policies, limitations, guidelines and
strategies of the Pool were materially equivalent to those 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.

For the 1-year, 3-year and 5-year periods ending September 30, 1997,
and for the period from [July 31, 1989](inception of the Pool) through September
30, 1997, the average annual total returns for the Fund were [______]%,
[______]%, [______]% and [______]%, respectively.

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 and was

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originally named the Berger/BIAM International Institutional Fund. Effective
June 1997, the Fund's name was changed to the International Equity Fund. 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.

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 International Equity 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 Section 13-Performance
Information above 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

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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 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
[______________], 199[__], 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 [_____]% of the outstanding shares of the Fund as nominee for
its customers.

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 current fiscal year.

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<PAGE>

The Berger/BIAM Worldwide Funds Trust has filed with the Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities of the International Equity Fund, of
which this SAI 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 Annual Report on the Fund dated September 30, 1997:

For the International Equity Fund (formerly known as the Berger/BIAM
International Institutional Fund):

Statement of Assets and Liabilities as of September 30, 1997

Statement of Operations for the Period October 11, 1996 (Commencement
of Operations) to September 30, 1997

Statement of Changes in Net Assets for the Period October 11, 1996
(Commencement of Operations) to September 30, 1997

Notes to Financial Statements, September 30, 1997

Financial Highlights for the Period October 11, 1996 (Commencement of
Operations) to September 30, 1997

For Berger/BIAM International Portfolio:

Schedule of Investments as of September 30, 1997

Statement of Assets and Liabilities as of September 30, 1997

Statement of Operations for the Period October 11, 1996 (Commencement
of Operations) to September 30, 1997

Statement of Changes in Net Assets for the Period October 11, 1996
(Commencement of Operations) to September 30, 1997

Ratios/Supplemental Data for the Period October 11, 1996 (Commencement
of Operations) to September 30, 1997

Notes to Financial Statements, September 30, 1997

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

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<PAGE>

APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

The Portfolio may invest in convertible securities of any quality,
including unrated securities or securities rated below investment grade (Ba or
lower by Moody's, BB or lower by S&P). However, the Portfolio will not purchase
any security in default at the time of purchase. The Portfolio will not invest
more than 20% of the market value of its assets at the time of purchase in
convertible securities rated below investment grade.

Securities rated below investment grade are subject to greater risk
that adverse changes in the financial condition of their issuers or in general
economic conditions, or an unanticipated rise in interest rates, may impair the
ability of their issuers to make payments of interest and principal or
dividends. The market prices of lower grade 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. In the event of an
unanticipated default, the Portfolio will experience a reduction in its income
and could expect a decline in the market value of the securities affected. The
prices of these securities may be more volatile and the markets for them may be
less liquid than those for higher-rated securities.

Unrated securities, while not necessarily of lower quality than rated
securities, may not have as broad a market. Unrated securities will be included
in the Portfolio's percentage limits for investments rated below investment
grade, unless the Portfolio's Sub-Advisor deems such securities to be the
equivalent of investment grade. If securities purchased by the Portfolio are
downgraded following purchase, or if other circumstances cause the Portfolio to
exceed its percentage limits on assets invested in securities rated below
investment grade, the trustees of the Portfolio, in consultation with the
Portfolio's Sub-Advisor, will determine what action, if any, is appropriate in
light of all relevant circumstances.

Relying in part on ratings assigned by credit agencies in making
investments will not protect the Portfolio from the risk that the securities
will decline in value, since credit ratings represent evaluations of the safety
of principal, dividend and/or interest payments, and not the market values of
such securities. Moreover, such ratings may not be changed on a timely basis to
reflect subsequent events.

Although the market for high-yield debt securities has been in
existence for many years and from time to time has experienced economic
downturns, this market has involved a significant increase in the use of
high-yield debt securities to fund highly leverage corporate acquisitions and
restructurings. Past experience may not, therefore, provide an accurate
indication of future performance of the high-yield debt securities market,
particularly during periods of economic recession.

Expenses incurred in recovering an investment in a defaulted security
may adversely affect the Portfolio's net asset value. Moreover, the reduced
liquidity of the secondary market for such securities may adversely affect the
market price of, and the ability of the Portfolio to value, particular

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securities at certain times, thereby making it difficult to make specific
valuation determinations.

CORPORATE BOND RATINGS

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

KEY TO MOODY'S CORPORATE RATINGS

Aaa-Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is 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 CORE FUND

STATEMENT OF ADDITIONAL INFORMATION

SHAREHOLDER SERVICES: 1-800-551-5849

This Statement of Additional Information ("SAI") 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 January _____, 1998,
which may be obtained by writing the Fund at P.O. Box 5005, Denver, Colorado
80217, or calling 1-800-706-0539.

The Fund is a no-load mutual fund. The investment objective of the Fund is
long-term capital appreciation. The Fund pursues its goal by investing in a
portfolio consisting primarily of common stocks of well-established foreign
companies. The portfolio's investment manager first identifies economic and
business themes that it believes provide a favorable framework for selecting
stocks. Using fundamental analysis, the investment manager then selects
individual companies best positioned to take advantage of opportunities
presented by these themes. The Fund does not invest to provide current income,
although some income may be produced while managing the portfolio.

JANUARY _____, 1998

<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

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<PAGE>

INTRODUCTION

The Berger/BIAM International CORE Fund is a mutual fund, or an
open-end, management investment company. The Fund is a diversified fund. 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. The Fund does not invest to provide current income,
although some income may be produced while managing the portfolio.

1. INVESTMENT POLICIES

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<PAGE>

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

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<PAGE>

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<PAGE>

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<PAGE>

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<PAGE>

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.

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<PAGE>

2. INVESTMENT RESTRICTIONS

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

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

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

5. The Portfolio may not purchase any security, including any
repurchase agreement maturing in more than seven days, which is not readily

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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.

3. MANAGEMENT OF THE FUND

* GERARD M. LAVIN, 210 University Boulevard, Suite 900, Denver, CO
80206, age 55. President and a director of Berger 100 Fund and Berger
Growth and Income Fund, and President and a trustee of Berger
Investment Portfolio Trust and Berger Omni Investment Trust, since
February 1997. President and a trustee of Berger/BIAM Worldwide
Portfolios Trust and Berger/BIAM Worldwide Funds Trust since their
inception in May 1996. President and a trustee of Berger
Institutional Products Trust since its inception in October 1995.
President and a director since April 1995 of Berger Associates, Inc.
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. 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
69. 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.

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<PAGE>

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<PAGE>

KEVIN R. FAY, 210 University Boulevard, Suite 900, Denver, CO 80206, age
42. 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 (since September 1991) of Berger Associates, and a director
of Berger Distributors, Inc., since its inception in May 1996.
Formerly, Financial Consultant (registered representative) with
Neidiger Tucker Bruner, Inc. (broker-dealer) (October 1989 to
September 1991) and Financial Consultant with Merrill Lynch, Pierce,
Fenner & Smith, Inc. (October 1985 to October 1989).

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

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

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

TRUSTEE COMPENSATION

Set forth below is information regarding compensation paid or accrued
during the fiscal year ended September 30, 1997, for each trustee of the Trust
and of the other Berger Funds.

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(1) Comprised of the portion of the trustee compensation paid by Worldwide
Portfolios to its trustees and borne indirectly by the Fund.

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

(6) Trustee of Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust.

(7) Resigned as a director and trustee effective November 1997.

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As of [______________, 199___], the officers and trustees of the Trust
as a group owned [_____]% of the outstanding shares of the Berger/BIAM
International CORE Fund.

4. INVESTMENT ADVISOR AND SUB-ADVISOR

INVESTMENT ADVISOR

SUB-ADVISOR

INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT

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TRADE ALLOCATIONS

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RESTRICTIONS ON PERSONAL TRADING

5. EXPENSES OF THE FUND

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<PAGE>

SERVICE ARRANGEMENTS FOR THE FUND

Under the Administrative Services Agreement with the Fund, the Advisor
serves as the administrator of the Fund. In this capacity, it is responsible
for administering and managing all aspects of the Fund's day-to-day operations,
subject to the oversight of the trustees of the Trust. The Advisor is
responsible, at its expense, for furnishing (or procuring other parties to
furnish) all administrative services reasonably necessary for the operation of
the Fund, including recordkeeping and pricing services, custodian services,
transfer agency and dividend disbursing services, tax and audit services,
insurance, legal services, printing and mailing to shareholders of prospectuses
and other required communications, and certain other administrative and
recordkeeping services, such as coordinating matters relating to the operations
of the Fund, monitoring the Fund's status as a "regulated investment company"
under the Internal Revenue Code of 1986, registering sufficient Fund shares
under federal and state securities laws, arranging for and supervising the
preparation of registration statements, tax returns, proxy materials, financial
statements and reports for filing with regulatory authorities and distribution
to shareholders of the Fund. Under the Administrative Services Agreement, the
Fund pays the Advisor a fee at an annual rate equal to the lesser of (i) 0.10%
of its average daily net assets, or (ii) the Advisor's annual cost to provide or
procure these services (including the fees of any services providers whose
services are procured by the Advisor), plus an additional 0.01% of the Fund's
average daily net assets. The trustees of the Trust regularly review amounts
paid to and expenditures incurred by the Advisor pursuant to the Administrative
Services Agreement. In addition, in the event that the Advisor's duties under
the Administrative Services Agreement are delegated to another party, the
Advisor may take into account, in calculating the cost of such services, only
the costs incurred by such other party in discharging the delegated duties.

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

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perform certain of the administrative and recordkeeping services required under
the Administrative Services Agreement and to procure, at the Advisor's expense,
third parties to provide the services not provided by Berger Associates. Under
the Sub-Administration Agreement, Berger Associates is paid a fee by the Advisor
of 0.25% of the Fund's average daily net assets for its services. During
certain periods, Berger Associates may voluntarily waive all or a portion of its
fee from the Advisor, which will not affect the fee paid by the Fund to the
Advisor under the Administrative Services Agreement. Investors Fiduciary Trust
Company ("IFTC"), 127 W. 10th Street, Kansas City, MO 64105, has been appointed
to provide recordkeeping and pricing services to the Fund, including calculating
the daily net asset value of the Fund, and to perform certain accounting and
recordkeeping functions that it requires. In addition, IFTC has been appointed
to serve as the Fund's custodian, transfer agent and dividend disbursing agent.
IFTC has engaged DST Systems, Inc. ("DST"), P.O. Box 419958, Kansas City, MO
64141, as sub-transfer agent to provide transfer agency and dividend disbursing
services for the Fund. The fees of Berger Associates, IFTC and DST are all paid
by the Advisor. Approximately 40% of the outstanding shares of DST are owned by
KCSI, which also owns approximately 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 following table shows the administrative service fees paid by the
Fund and the investment advisory fee paid by the Portfolio and indirectly borne
by the Fund for the period indicated.

BERGER/BIAM INTERNATIONAL CORE FUND

- -------------------------------------------------------------------------
Fiscal Year Ended Administrative Investment Advisory Fee TOTAL
September 30, Service Fee Advisory Fee Waiver
- -------------------------------------------------------------------------
1997* $ $ $ $
- -------------------------------------------------------------------------

* Covers the period October 11, 1996 (commencement of operations) to September
30, 1997.

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- ----------------------------------------------------------------------------
GROSS FEES EARNINGS NET FEES PAID
PAYABLE TO IFTC CREDITS TO IFTC
RECEIVED FROM
IFTC
- ----------------------------------------------------------------------------
Berger/BIAM
International
CORE Fund *
- ----------------------------------------------------------------------------

* Covers the period October 11, 1996 (commencement of operations) to September
30, 1997.

OTHER EXPENSE INFORMATION

DISTRIBUTOR

6. BROKERAGE POLICY

BROKERAGE COMMISSIONS

- ---------------------------------------------------------------------
Fiscal Year Ended
September 30, 1997(1)
- ---------------------------------------------------------------------
Berger/BIAM International Portfolio
- ---------------------------------------------------------------------

(1) Covers the period from October 11, 1996 (commencement of operations) to
September 30, 1997.

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and research services provided by such broker viewed in terms of either that
particular transaction or the overall responsibilities of the Sub-Advisor.

In selecting broker and dealers and in negotiating commissions, the
Portfolio's Sub-Advisor considers a number of factors, including among others:
the Sub-Advisor's knowledge of currently available negotiated commission rates
or prices of securities currently available and other current transaction costs;
the nature of the security being traded; the size and type of the transaction;
the nature and character of the markets for the security to be purchased or
sold; the desired timing of the trade; the activity existing and expected in the
market for the particular security; confidentiality; the quality of the
execution, clearance and settlement services; financial stability of the broker
or dealer; the existence of actual or apparent operational problems of any
broker or dealer; and research products or services provided. The trustees have
also authorized 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 to be considered as factors in the selection of broker-dealers to execute
portfolio transactions for the Portfolio. In addition, payments made by brokers
to the Fund or the Portfolio or to other persons on behalf of the Fund or the
Portfolio for services provided to the Fund or the Portfolio for which it would
otherwise be obligated to pay may also be considered. In placing portfolio
business with any such broker or dealer, the Sub-Advisor of the Portfolio will
seek the best execution of each transaction.

7. PURCHASE OF SHARES

-21-

<PAGE>

Minimum Initial Investment $1,000,000.00

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

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

Procedures for purchasing, selling (redeeming) and exchanging Fund
shares by telephone are described in the Prospectus. The Fund may terminate or
modify those procedures and related requirements at any time, although
shareholders of the Fund will be given notice of any termination or material
modification. Berger Associates may, at its own risk, waive certain of those
procedures and related requirements.

8. NET ASSET VALUE

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<PAGE>

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.

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

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

-23-
<PAGE>

intends to conduct its operations so as to enable its investors, including the
Fund, to satisfy those requirements.

-24-

<PAGE>

10. SUSPENSION OF REDEMPTION RIGHTS

-25-

<PAGE>

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.

11. PLANS AND PROGRAMS

The Fund offers several tax-qualified retirement plans for
individuals, businesses and non-profit organizations, including a Profit-Sharing
Plan, a Money Purchase Pension Plan, an Individual Retirement Account (IRA), a
Roth IRA and a 403(b) Custodial Account for adoption by employers and
individuals who wish to participate in such Plans. For information on
retirement plans offered by the Fund, please call 1-800-706-0539 or write to the
Fund, c/o Berger Associates, P.O. Box 5005, Denver, CO 80217. 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
1-800-960-8427.

12. EXCHANGE PRIVILEGE

Any shareholder may exchange any or all of the shareholder's shares in
the Fund, subject to stated minimums, for shares of any of the other publicly
available Berger Funds, without charge, after receiving a current prospectus of
the other Berger Fund. Exchanges into or out of the Fund are made at the net
asset value per share next determined after the exchange request is received.
Each exchange represents the sale of shares from one fund and the purchase of
shares in another, which may produce a gain or loss for U.S. federal income tax
purposes. An exchange of shares may be made by written request directed to the
Fund, in care of DST Systems, Inc., or simply by telephoning the Fund at
1-800-551-5849. This privilege is revocable by the Fund, and is not available
in any state in which the shares of the Berger 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.

-26-

<PAGE>

The Portfolio commenced operations in October 1996, 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 investment objective, policies,
limitations, guidelines and strategies of the Pool were materially equivalent
to those 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.

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.

-27-

<PAGE>

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

BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST AND THE PORTFOLIO

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.

DISTRIBUTION

-28-

<PAGE>

PRINCIPAL SHAREHOLDER

Insofar as the management of the Fund is aware, as of
[______________], 199[__], no person owned, beneficially or of record, more than
5% of the outstanding shares of the Fund, except for [__________], which owned
of record [_______]% of the outstanding shares of the Fund as nominee for its
customers.

OTHER INFORMATION

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

The Berger/BIAM Worldwide Funds Trust has filed with the Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities of the Berger/BIAM International CORE
Fund, of which this SAI 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 Annual Report on the Fund dated September 30, 1997:

For the Berger/BIAM International CORE Fund:

Statement of Assets and Liabilities as of September 30, 1997

Statement of Operations for the Period October 11, 1996 (Commencement
of Operations) to September 30, 1997

Statement of Changes in Net Assets for the Period October 11, 1996
(Commencement of Operations) to September 30, 1997

Notes to Financial Statements, September 30, 1997

Financial Highlights for the Period October 11, 1996 (Commencement of
Operations) to September 30, 1997

For Berger/BIAM International Portfolio:

-29-

<PAGE>

Schedule of Investments as of September 30, 1997

Statement of Assets and Liabilities as of September 30, 1997

Statement of Operations for the Period October 11, 1996 (Commencement
of Operations) to September 30, 1997

Statement of Changes in Net Assets for the Period October 11, 1996
(Commencement of Operations) to September 30, 1997

Ratios/Supplemental Data for the Period October 11, 1996 (Commencement
of Operations) to September 30, 1997

Notes to Financial Statements, September 30, 1997

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

-30-

<PAGE>

APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

Securities rated below investment grade are subject to greater risk that
adverse changes in the financial condition of their issuers or in general
economic conditions, or an unanticipated rise in interest rates, may impair the
ability of their issuers to make payments of interest and principal or
dividends. The market prices of lower grade 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. In the event of an
unanticipated default, the Portfolio will experience a reduction in its income
and could expect a decline in the market value of the securities affected. The
prices of these securities may be more volatile and the markets for them may be
less liquid than those for higher-rated securities.

Although the market for high-yield debt securities has been in existence
for many years and from time to time has experienced economic downturns, this
market has involved a significant increase in the use of high-yield debt
securities to fund highly leverage corporate acquisitions and restructurings.
Past experience may not, therefore, provide an accurate indication of future
performance of the high-yield debt securities market, particularly during
periods of economic recession.

Expenses incurred in recovering an investment in a defaulted security may
adversely affect the Portfolio's net asset value. Moreover, the reduced
liquidity of the secondary market for such securities may adversely affect the
market price of, and the ability of the Portfolio to value, particular

-31-

<PAGE>

securities at certain times, thereby making it difficult to make specific
valuation determinations.

CORPORATE BOND RATINGS

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

KEY TO MOODY'S CORPORATE RATINGS

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

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

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

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

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

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

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

-32-

<PAGE>

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

KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

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

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

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

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

-33-
<PAGE>

BERGER/BIAM WORLDWIDE FUNDS TRUST

PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS:

(a) FINANCIAL STATEMENTS.

In Part A of the Registration Statement (Prospectus) for the
International Equity Fund:

1. Financial Highlights for the Period October 11, 1996
(Commencement of Operations) to September 30, 1997

In Part A of the Registration Statement (Prospectus) for Berger/BIAM
International CORE Fund:

1. Financial Highlights for the Period October 11, 1996
(Commencement of Operations) to September 30, 1997

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

BERGER/BIAM WORLDWIDE FUNDS TRUST

Incorporated by reference from the Trust's Annual Report dated
September 30, 1997, into the Statement of Additional Information for
the International Equity Fund:

1. Report of the Independent Accountants, dated November 11, 1997

2. Schedule of Investments as of September 30, 1997

3. Statement of Assets and Liabilities as of September 30, 1997

4. Statement of Operations for the Period October 11, 1996
(Commencement of Operations) to September 30, 1997

5. Statement of Changes in Net Assets for the Year Ended September
30, 1997

6. Notes to Financial Statements, September 30, 1997

7. Financial Highlights for the period indicated.

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<PAGE>

Incorporated by reference from the Trust's Annual Report dated
September 30, 1997, into the Statement of Additional Information for
the Berger/BIAM International CORE Fund:

1. Report of the Independent Accountants, dated November 11, 1997

2. Schedule of Investments as of September 30, 1997

3. Statement of Assets and Liabilities as of September 30, 1997

4. Statement of Operations for the Period October 11, 1996
(Commencement of Operations) to September 30, 1997

5. Statement of Changes in Net Assets for the Year Ended September
30, 1997

6. Notes to Financial Statements, September 30, 1997

7. Financial Highlights for the period indicated.

BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST

Incorporated by reference from the Trust's Annual Report dated
September 30, 1997, into the Statement of Additional Information for
each of the International Equity Fund and the Berger/BIAM
International CORE Fund:

1. Report of the Independent Accountants, dated November 11, 1997

2. Schedule of Investments as of September 30, 1997

3. Statement of Assets and Liabilities as of September 30, 1997

4. Statement of Operations for the Period October 11, 1996
(Commencement of Operations) to September 30, 1997

5. Statement of Changes in Net Assets for the Year Ended September
30, 1997

6. Notes to Financial Statements, September 30, 1997

C-2

<PAGE>

7. Ratios/Supplemental Data for the Period October 11, 1996
(Commencement of Operations) to September 30, 1997

In Part C of the Registration Statement:

None.

(b) EXHIBITS.

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

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

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

Item 26. NUMBER OF HOLDERS OF SECURITIES

The number of record holders of shares of beneficial interest in the
Registrant as of November 21, 1997, was as follows:

SERIES OR FUND NUMBER OF HOLDERS
OF SHARES
Berger/BIAM International Fund 2,274

International Equity Fund 15

Berger/BIAM International CORE Fund 23

Item 27. INDEMNIFICATION

Article IX, Section 2 of the Trust Instrument for Berger/BIAM
Worldwide Funds Trust (the "Trust") provides for indemnification of certain
persons acting on behalf of the Trust to the fullest extent permitted by the
law. In general, trustees, officers, employees and agents will be indemnified
against liability and against all expenses incurred by them in connection

C-3

<PAGE>

with any claim, action, suit or proceeding (or settlement thereof) in which they
become involved by virtue of their Trust office, unless their conduct is
determined to constitute willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties, or unless it has been determined that they
have not acted in good faith in the reasonable belief that their actions were in
or not opposed to the best interests of the Trust. The Trust also may advance
money for these expenses, provided that the trustees, officers, employees or
agents undertake to repay the Trust if their conduct is later determined to
preclude indemnification. The Trust has the power to purchase insurance on
behalf of its trustees, officers, employees and agents, whether or not it would
be permitted or required to indemnify them for any such liability under the
Trust Instrument or applicable law, and the Trust has purchased and maintains an
insurance policy covering such persons against certain liabilities incurred in
their official capacities.

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

The business of BBOI Worldwide, the investment advisor of the
Portfolio, is described in the Prospectuses in Section 7 and in the Statements
of Additional Information in Section 4 which are included in this Registration
Statement. Information relating to the business and other connections of the
officers and managers of BBOI Worldwide (current and for the past two years) is
listed in Schedules A and D of BBOI Worldwide's Form ADV as filed with the
Securities and Exchange Commission (File No. 801-52264, dated September 3,
1997), which information from such schedules is incorporated herein by
reference.

The business of BIAM, the sub-advisor to the Berger/BIAM International
Portfolio, is also described in Section 7 of the Prospectuses and in Section 4
of the Statements of Additional Information. Information relating to the
business and other connections of the officers and directors of BIAM (current
and for the past two years) is listed in Schedules A and D of BIAM's Form ADV as
filed with the Securities and Exchange Commission (File No. 801-29606, dated
July 7, 1997), which information from such schedules is incorporated herein by
reference.

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<PAGE>

Item 29. PRINCIPAL UNDERWRITER

(a) Investment companies (other than the series of the Registrant
covered by this Amendment to the Registration Statement) for which the
Registrant's principal underwriter also acts as principal underwriter:

The One Hundred Fund, Inc.
Berger One Hundred and One Fund, Inc.
Berger Investment Portfolio Trust
- --Berger Small Company Growth Fund
- --Berger New Generation Fund
- --Berger Balanced Fund
- --Berger Select Fund
- --Berger Mid Cap Growth Fund
Berger Institutional Products Trust
- --Berger IPT - 100 Fund
- --Berger IPT - Growth and Income Fund
- --Berger IPT - Small Company Growth Fund
- --Berger/BIAM IPT - International Fund
Berger Omni Investment Trust
- --Berger Small Cap Value Fund

(b) For Berger Distributors, Inc.:

Name Positions and Positions and
Offices with Offices with
Underwriter Registrant
- --------------------------------------------------------------------------------
Craig D. Cloyed President and Director Vice President

David G. Mertens Vice President and Director None

David J. Schultz Chief Financial Officer, Assistant Treasurer
Secretary and Treasurer
Brian S. Ferrie Chief Compliance Officer None

Kevin R. Fay Director Vice President, Secretary
and Treasurer

The principal business address of Mr. Mertens is 1850 Parkway Place,
Suite 420, Marietta, GA 30067. The principal business address of each of the
other persons in the table above is 210 University Blvd., Suite 900, Denver, CO
80206.

C-5

<PAGE>

Item 30. LOCATION OF ACCOUNTS AND RECORDS

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

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

(b) Accounting records relating to cash and other money balances;
asset, liability, reserve, capital, income and expense accounts;
portfolio securities; purchases and sales; and brokerage
commissions are maintained by the Registrant's Recordkeeping and
Pricing Agent, Investors Fiduciary Trust Company ("IFTC"),
127 West 10th Street, Kansas City, Missouri 64105. Other records
of the Registrant relating to purchases and sales; the Trust
Instrument, minute books and other trust records; brokerage
orders; performance information and other records are maintained
at the offices of the Registrant at 210 University Boulevard,
Suite 900, Denver, Colorado 80206.

(c) Certain records relating to day-to-day portfolio management of
the Berger/BIAM International Portfolio are kept at Bank of
Ireland Asset Management (U.S.) Limited, 26 Fitzwilliam Street,
Dublin 2, Ireland; or at Bank of Ireland Asset Management (U.S.)
Limited, 20 Horseneck Lane, Greenwich, Connecticut 06830.

Item 31. MANAGEMENT SERVICES

The Registrant has no management-related service contract which is not
discussed in Parts A and B of this form. See Section 8 of the Prospectuses and
Section 5 of the Statements of Additional Information for a discussion of the
Recordkeeping and Pricing Agent Agreement entered into between the Registrant
and IFTC and the Administrative Services Agreements entered into between the
Registrant and BBOI Worldwide, investment advisor to the Registrant.

C-6
<PAGE>

Item 32. UNDERTAKINGS

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

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

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

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

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

C-7

<PAGE>

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

C-8

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Berger/BIAM Worldwide Funds
Trust, has duly caused this Amendment to the Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City and
County of Denver, and State of Colorado, on the 2nd day of December, 1997.

BERGER/BIAM WORLDWIDE FUNDS TRUST
(Registrant)

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

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities indicated for Berger/BIAM Worldwide Funds Trust and on
the dates indicated.

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

/s/ Gerard M. Lavin President (Principal December 2, 1997
- ------------------------------ Executive Officer)
Gerard M. Lavin and Trustee

/s/ Kevin R. Fay Vice President, December 2, 1997
- ------------------------------ Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)

/s/ Dennis E. Baldwin* Trustee December 2, 1997
- ------------------------------
Dennis E. Baldwin

/s/ William M.B. Berger* Trustee December 2, 1997
- ------------------------------
William M.B. Berger

C-9

<PAGE>

/s/ Louis R. Bindner* Trustee December 2, 1997
- ------------------------------
Louis R. Bindner

/s/ Katherine A. Cattanach* Trustee December 2, 1997
- ------------------------------
Katherine A. Cattanach

/s/ Paul R. Knapp* Trustee December 2, 1997
- ------------------------------
Paul R. Knapp

/s/ Harry T. Lewis, Jr.* Trustee December 2, 1997
- ------------------------------
Harry T. Lewis, Jr.

/s/ Michael Owen* Trustee December 2, 1997
- ------------------------------
Michael Owen

/s/ William Sinclaire* Trustee December 2, 1997
- ------------------------------
William Sinclaire

/s/ Denis Curran* Trustee December 2, 1997
- ------------------------------
Denis Curran

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

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<PAGE>

SIGNATURES

Berger/BIAM Worldwide Portfolios Trust has duly caused this Amendment
to the Registration Statement on Form N-1A of Berger/BIAM Worldwide Funds Trust
to be signed under the Securities Act of 1933 on its behalf by the undersigned,
thereunto duly authorized, in the City and County of Denver, and State of
Colorado, on the 2nd day of December, 1997.

BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST
(Registrant)

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

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

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

/s/ Gerard M. Lavin President (Principal December 2, 1997
- ------------------------------ Executive Officer)
Gerard M. Lavin and Trustee

/s/ Kevin R. Fay Vice President, December 2, 1997
- ------------------------------ Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)

/s/ Dennis E. Baldwin* Trustee December 2, 1997
- ------------------------------
Dennis E. Baldwin

/s/ William M.B. Berger* Trustee December 2, 1997
- ------------------------------
William M.B. Berger

/s/ Louis R. Bindner* Trustee December 2, 1997
- ------------------------------
Louis R. Bindner

C-11

<PAGE>

/s/ Katherine A. Cattanach* Trustee December 2, 1997
- ------------------------------
Katherine A. Cattanach

/s/ Paul R. Knapp* Trustee December 2, 1997
- ------------------------------
Paul R. Knapp

/s/ Harry T. Lewis, Jr.* Trustee December 2, 1997
- ------------------------------
Harry T. Lewis, Jr.

/s/ Michael Owen* Trustee December 2, 1997
- ------------------------------
Michael Owen

/s/ William Sinclaire* Trustee December 2, 1997
- ------------------------------
William Sinclaire

/s/ Denis Curran* Trustee December 2, 1997
- ------------------------------
Denis Curran

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

C-12
<PAGE>

BERGER/BIAM WORLDWIDE FUNDS TRUST
EXHIBIT INDEX

N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
- ---------------- ---------- -----------------------------------
(1) Exhibit 1 Trust Instrument
(1) Exhibit 2 Bylaws
Exhibit 3 Not applicable
Exhibit 4 Not applicable
Exhibit 5 Not applicable
(4) Exhibit 6 Distribution Agreement between
Berger/BIAM Worldwide Funds Trust
and Berger Distributors, Inc.
Exhibit 7 Not applicable
(1) Exhibit 8 Custody Agreement between IFTC and
Berger/BIAM Worldwide Funds Trust
(2) Exhibit 9.1.1 New Account Application
(3) Exhibit 9.1.2 New Institutional Account
Application
(1) Exhibit 9.2.1 Form of Administrative Services
Agreement for Berger/BIAM
International Fund
(1) Exhibit 9.2.2 Form of Administrative Services
Agreement for Berger/BIAM
International Institutional Fund
(1) Exhibit 9.2.3 Form of Administrative Services
Agreement for Berger/BIAM
International CORE Fund
(1) Exhibit 9.2.4 Form of Sub-Administration
Agreement between BBOI Worldwide
LLC and Berger Associates, Inc.
(1) Exhibit 9.3 Form of Recordkeeping and Pricing
Agent Agreement
(1) Exhibit 9.4 Form of Agency Agreement
(2) Exhibit 10 Opinion and consent of Davis,
Graham & Stubbs LLP
* Exhibit 11 EX-99.B11 Consent of Price Waterhouse LLP
Exhibit 12 Not applicable
(2) Exhibit 13 Investment Letter from Initial
Stockholder
(2) Exhibit 14.1 Individual Retirement Account
Application and Related Documents
(2) Exhibit 14.2 Investment Company Institute
Prototype Money Purchase Pension
and Profit Sharing Plan Basic
Document #01 and Related Documents
(2) Exhibit 14.3 403(b)(7) Plan Custodial Account
Agreement and Related Documents
(1) Exhibit 15 Rule 12b-1 Plan for Berger/BIAM
International Fund

<PAGE>

(4) Exhibit 16 Schedule for Computation of
Performance Data
* Exhibit 17.1 Financial Data Schedule for
Berger/BIAM International Fund
* Exhibit 17.2 EX-27.2 Financial Data Schedule for
International Equity Fund
* Exhibit 17.3 EX-27.3 Financial Data Schedule for
Berger/BIAM International CORE Fund
Exhibit 18 Not Applicable

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

* To be filed by amendment.
(1) Previously filed with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed August 19, 1996, and
incorporated herein by reference.
(2) Previously filed with Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A, filed October 8, 1996, and
incorporated herein by reference.
(3) Previously filed with Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed October 15, 1996, and
incorporated herein by reference.
(4) Previously filed with Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A, filed March 7, 1997, and incorporated
herein by reference.