BERGER BIAM WORLDWIDE FUNDS TRUST, 485APOS, 1998-11-25

BERGER BIAM WORLDWIDE FUNDS TRUST
485APOS, 1998-11-25

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1998

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. 6 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 8 /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 this
post-effective amendment becomes effective.

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)
/ / 60 days after filing pursuant to paragraph (a)(1)

/X/ on January 28, 1999, 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
- --------------------------------------------------------------------------------

<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.
<PAGE>

PROSPECTUS

INTERNATIONAL EQUITY FUND

JANUARY 28, 1999

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED ANY
SHARES OFFERED IN THIS PROSPECTUS AS AN INVESTMENT, OR DETERMINED WHETHER THIS
PROSPECTUS IS ACCURATE OR COMPLETE. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING
A CRIME.

<PAGE>

CONTENTS

THE FUND IS DESIGNED PRIMARILY FOR INVESTMENT BY TRUST COMPANIES OR TRUST
DEPARTMENTS OF OTHER FINANCIAL INSTITUTIONS, WHETHER PURCHASING FOR THEIR OWN
ACCOUNTS OR FOR ACCOUNTS OVER WHICH THEY HAVE INVESTMENT POWER.

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
INTERNATIONAL EQUITY FUND................................................. 1
The Fund's Goal........................................................... 1
Principal Investment Strategies........................................... 1
Principal Risks........................................................... 1
The Fund's Past Performance............................................... 1
Fund Expenses............................................................. 2

INVESTMENT TECHNIQUES, SECURITIES AND THE ASSOCIATED RISKS................ 4
BUYING SHARES............................................................. 6
SELLING (REDEEMING) SHARES................................................ 7
Exchanging Shares......................................................... 8
Signature Guarantees/Special Documentation................................ 8
Your Share Price.......................................................... 8
Other Information About Your Account...................................... 9
Distributions and Taxes................................................... 10
Tax-Sheltered Retirement Plans............................................ 11

MANAGEMENT AND INVESTMENT ADVICE.......................................... 11
Investment Manager........................................................ 11
Special Fund Structure.................................................... 11
Financial Highlights...................................................... 13
</TABLE>

<PAGE>

THE INTERNATIONAL EQUITY FUND

THE FUND'S GOAL

The Fund aims for long-term capital appreciation. In pursuing that goal, the
Fund primarily invests in a portfolio consisting of common stocks of
well-established foreign companies.

PRINCIPAL INVESTMENT STRATEGIES

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 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.

The Fund invests all of its assets in the Berger/BIAM International
Portfolio (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.

See "Management and Investment Advice--Special Fund
Structure--Master/Feeder" later in this prospectus for more information on the
Fund's investment in the Portfolio.

PRINCIPAL RISKS

You may be interested in the Fund if you are comfortable with the risks of
international investing and intend to make a long-term investment commitment.
Like all managed funds, there is a risk that the investment manager's strategy
for managing the Fund may not achieve the desired results. In addition, the
price of common stock moves up and down in response to corporate earnings and
developments, economic and market conditions and anticipated events. As a
result, the price of the Fund's investments may go down and you could lose money
on your investment. 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. In addition,
foreign stocks may not move in concert with the U.S. markets. 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.

See "Investment Techniques, Securities and the Associated Risks" later in
this prospectus for more information on risks.

THE FUND'S PAST PERFORMANCE

The information below shows the Fund's performance since it began
operations(1) through December 31, 1998. These returns include reinvestment of
all dividends and capital gains and reflect Fund expenses. As with all mutual
funds, past performance does not guarantee future results.

Year-by-year returns show you how the Fund's performance has varied by
illustrating the differences for each full calendar year since the Fund
began.(1)
<PAGE>
YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31(1)

<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998
------- ------- ------- ------- ------- ------ ------ ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
40%...........................
30%........................... 36.38%
20%...........................
10%........................... 13.18% 10.21% 18.78% 18.85% 3.64%
0%...........................
(10)%......................... (4.11)% (7.80)%
(20)%.........................
Best quarter:........ XX/XX/XX XX%
Worst quarter:....... XX/XX/XX XX%
</TABLE>

Average annual total return is a measure of the Fund's performance over
time. The Fund's average annual return is compared with the Morgan Stanley
Capital International Europe, Australasia and the Far East Index (EAFE Index).
While the Fund does not seek to match the returns of the EAFE Index, this index
is a good indicator of foreign stock markets. You may not invest in the EAFE
Index and unlike the Fund, it does not incur fees or charges.

AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998(1)

<TABLE>
<CAPTION>
LIFE OF THE FUND
1 YEAR 5 YEARS (JULY 31, 1989)
--------- ----------- -----------------
<S> <C> <C> <C>
The Fund............................................................. XX% XX% XX%
EAFE Index........................................................... XX% XX% XX%
</TABLE>

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

(1) Performance figures covering periods prior to October 11, 1996, include the
performance of a pool of assets advised by the Portfolio's investment
manager for periods before the Portfolio began operations. This performance
has been adjusted to reflect any increased expenses expected in operating
the Fund, net of fee waivers. The asset pool was not registered with the SEC
and was not subject to the investment restrictions imposed on mutual funds.
If the pool had been registered, its performance might have been adversely
affected.

FUND EXPENSES

As a shareholder in the Fund, you do not pay any sales charges, redemption
or exchange fees.

ANNUAL FUND OPERATING EXPENSES(1)
(deducted directly from the Fund)

<TABLE>
<S> <C>
Management fee...................................................... .90%
Other expenses...................................................... .22%
---------
TOTAL ANNUAL FUND OPERATING EXPENSES................................ 1.12%
FEE WAIVER(2)....................................................... (.04)%
---------
NET EXPENSES........................................................ 1.08%
</TABLE>

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

(1) Annual fund operating expenses consist of the Fund's expenses plus the
Fund's share of the expenses of the Portfolio.

(2) Under a written agreement, the Portfolio's investment advisor waives its fee
to the extent that the Portfolio's annual operating expenses exceed 1.00%.
The agreement may not be terminated except by a vote of the Portfolio's
Board of Trustees.

2
<PAGE>
UNDERSTANDING EXPENSES

Annual Fund operating expenses are borne by the Fund. As a result, you bear
them indirectly because they reduce the Fund's return. Fund expenses include the
Fund's share of the Portfolio's expenses, an administrative fee and registration
fees.

The following example helps you compare the cost of investing in the Fund to
the cost of investing in other mutual funds by showing what your costs may be
over time. It uses the same assumptions that other funds use in their
prospectuses:

- $10,000 initial investment

- 5% total return for each year

- Fund operating expenses remain the same for each period

- Redemption after the end of each period

Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:

<TABLE>
<CAPTION>
EXAMPLE COSTS
YEARS $
- --------------------------------------------------------------------------- ---------
<S> <C>
One........................................................................ 110
Three...................................................................... 343
Five....................................................................... 595
Ten........................................................................ 1,317
</TABLE>

An investment in the Fund is not a bank deposit and is not insured or
guaranteed by the FDIC or any other government agency. The Fund is not a
complete investment program, but may to serve to diversify other types of
investments in your portfolio. There is no guarantee that the Fund will meet its
investment goal, and although you have the potential to make money, you could
also lose money by investing in the Fund.

3
<PAGE>

INVESTMENT TECHNIQUES, SECURITIES AND THE ASSOCIATED RISKS

BEFORE YOU INVEST....

in the Fund, make sure you understand the risks involved. All investments
involve risk. Generally, the greater the risk, the greater the potential for
return. The reverse is also generally true, the lower the risk, the lower the
potential for return.

The following glossary will help you further understand the risks the Fund
takes by investing in certain securities and investment techniques used by the
Fund. You may get more detailed information about the risks of investing in the
Fund in the Statement of Additional Information (SAI), including a discussion of
debt security ratings in Appendix A to the SAI.

BELOW INVESTMENT GRADE BONDS have ratings of BB (STANDARD & POOR'S) or Ba
(MOODY'S) or below. Bonds rated below investment grade are subject to greater
credit risk than investment grade bonds. Also called "high-yield bonds" or "junk
bonds." CREDIT, INTEREST RATE AND MARKET RISK

BORROWING refers to a loan of money from a bank or other financial
institution undertaken by the Fund for temporary or emergency reasons only. The
Fund will not borrow more than 25% of its total assets. LEVERAGE RISK

COMMON STOCK is a share of ownership (equity) interest in a company.

COMPANIES WITH LIMITED OPERATING HISTORIES are securities issued by
companies that have been in continuous operation for less than three years.
Sometimes called "unseasoned" issuers. MARKET, LIQUIDITY AND INFORMATION RISKS

CONVERTIBLE SECURITIES(1) are debt or equity securities which may be
converted on specified terms into stock of the issuer. MARKET, INTEREST RATE AND
CREDIT RISKS

CORRELATION RISK occurs when the Fund "hedges"--uses one investment to
offset the Fund's position in another. If the two investments do not behave in
relation to one another the way Fund managers expect them to, then unexpected
results may occur.

CREDIT RISK means that the issuer of a security or the counterparty to an
investment contact may default or become unable to pay its obligations when due.

CURRENCY RISK happens when the Fund buys or sells a security denominated in
foreign currency. Foreign currencies "float" in value against the U.S. dollar.
Adverse changes in foreign currency value can cause investment losses when its
investments are converted to U.S. dollars.

DIVERSIFICATION means a diversified fund may not, with respect to at least
75% of its assets, invest more than 5% in the securities of one company. A
nondiversified fund may be more volatile than a diversified fund because it
invests more of its assets in a smaller number of companies and the gains or
losses on a single stock will therefore have a greater impact on the fund's
share price. The Fund is a diversified fund.

FOREIGN SECURITIES are issued by companies located outside of the United
States. The Fund considers a company to be located outside the United States if
the principal securities trading market for its equity securities is located
outside the U.S. or it is organized under the laws of, and has a principal
office in, a country other than the U.S.+ MARKET, CURRENCY, TRANSACTION,
LIQUIDITY, INFORMATION AND POLITICAL RISKS

FORWARD FOREIGN CURRENCY CONTRACTS(2) are privately negotiated contracts
committing the holder to purchase or sell a specified quantity of a foreign
currency on a predetermined future date.+ HEDGING, CREDIT, CORRELATION,
OPPORTUNITY AND LEVERAGE RISKS

HEDGING risk comes into play when the Fund uses a security whose value is
based on an underlying security or index to "offset" its position in another
security or currency. The objective of hedging is to offset potential losses in
one security with gains in the hedge. But a hedge can eliminate or reduce gains
as well as offset losses. (Also see "Correlation risk.")

ILLIQUID AND RESTRICTED SECURITIES are securities which, by rules of their
issue or by their nature, cannot be sold readily. These include illiquid Rule
144A securities. The Fund will not invest more than 15% of its net assets in
these securities. MARKET, LIQUIDITY AND TRANSACTION RISKS

4
<PAGE>
INFORMATION RISK means that information about a security or issuer might not
be available, complete, accurate or comparable.

INTEREST RATE RISK is the change in interest rates that adversely affect the
value of an investor's securities. When interest rates rise, the value of
fixed-income securities will generally fall. Conversely, a drop in interest
rates will generally cause an increase in the value of fixed-income securities.
Longer-term securities are subject to greater interest rate risk.

INVESTMENT GRADE BONDS are rated BBB (STANDARD & POOR'S) or Baa (MOODY'S) or
above. INTEREST RATE, MARKET AND CREDIT RISKS

LEVERAGE RISK occurs in some securities or techniques that tend to magnify
the effect of small changes in an index or a market. This can result in a loss
that exceeds the amount that was invested in the contract.

LIQUIDITY RISK occurs when investments cannot be sold readily. The Fund may
have to accept a less-than-desirable price to complete the sale of an illiquid
security or may not be able to sell it at all.

MARKET CAPITALIZATION is the total current market value of a company's
outstanding common stock.

MARKET RISK exists in all mutual funds and means the risk that the prices of
securities in a market, a sector or an industry will fluctuate, and that such
movements might reduce an investment's value.

OPPORTUNITY RISK means missing out on an investment opportunity because the
assets necessary to take advantage of it are committed to less advantageous
investments or strategies.

POLITICAL RISK comes into play with investments, particularly foreign
investments, which may be adversely affected by nationalization, taxation, war,
government instability or other economic or political actions or factors.

SECTOR FOCUS occurs when a significant portion of the Fund's assets are
invested in a relatively small number of related industries. The Fund will not
concentrate more than 25% of its total assets in any one industry. Sector focus
may increase both market and liquidity risk.+ MARKET AND LIQUIDITY RISKS

SMALL AND MID-SIZED COMPANY SECURITIES are securities issued by small or
mid-sized companies, as measured by their market capitalization. The market
capitalization range targeted by the Fund appears under the heading "Principal
Investment Strategies." In general, the smaller the company, the greater its
risks. MARKET, LIQUIDITY AND INFORMATION RISKS

SPECIAL SITUATIONS are companies about to undergo a structural, financial or
management change which may significantly affect the value of their securities.
MARKET AND INFORMATION RISKS

TRANSACTION RISK means that the Fund may be delayed or unable to settle a
transaction or that commissions and settlement expenses may be higher than
usual.
- ------------------------
(1) The Fund has no minimum quality standards for convertible securities,
although it will not invest in defaulted securities. It also will not invest
20% or more of its assets in convertible securities rated below investment
grade or in unrated convertible securities that the advisor considers to be
below investment grade.

(2) The Fund may use forwards only for hedging. The Fund's aggregate obligations
under these contracts may not exceed the total market value of the assets
being hedged, such as some or all of the value of the Fund's securities
denominated in a particular foreign currency.

+ The security or technique is emphasized by the Fund.

5
<PAGE>

BUYING SHARES

SEND NEW ACCOUNT APPLICATIONS TO
The Berger Funds
P.O. Box 419958
Kansas City, MO 64141-6958

OR FOR OVERNIGHT, CERTIFIED OR REGISTERED MAIL ONLY
The Berger Funds
330 West 9th Street, 1st Floor
Kansas City, MO 64105

<TABLE>
<S> <C>
Minimums:
Initial investment $1,000,000
Subsequent investments No Minimum
</TABLE>

BY MAIL

Read this prospectus.

Fill out the application if you are opening a new account.

Make out a check to BERGER FUNDS for the amount you want to invest.

Send the application and a check to The Berger Funds in the envelope
provided.

To add to an existing account, be sure to include your account number on
your check and mail it to the appropriate address above.

BY WIRE OR ELECTRONIC FUNDS TRANSFER

Payment may be made from your bank to DST Systems, Inc.

Call (800) 960-8427 for current wire or electronic funds transfer
instructions.

BY TELEPHONE

If you already have a Berger Funds account, you may purchase additional
shares by telephone order.

You must pay for them within three business days by wire, electronic
funds transfer or overnight delivery of a check.

Call (800) 960-8427 for current wire or electronic funds transfer
instructions.

ALL SHAREHOLDERS ARE AUTOMATICALLY GRANTED TELEPHONE TRANSACTION PRIVILEGES
UNLESS THEY DECLINE THEM EXPLICITLY IN WRITING, EITHER ON THE ACCOUNT
APPLICATION OR BY WRITING TO THE BERGER FUNDS AT THE ADDRESS ABOVE.

YOU MAY GIVE UP SOME LEVEL OF SECURITY BY CHOOSING TO BUY AND SELL SHARES BY
TELEPHONE RATHER THAN BY MAIL. IN TIMES OF EXTREME ECONOMIC OR MARKET
CONDITIONS, TRANSACTIONS BY TELEPHONE MAY BE DIFFICULT.

IMPORTANT NOTES ABOUT PAYING FOR YOUR SHARES

Your check must be made payable to BERGER FUNDS, or it will not be
accepted.

You may NOT purchase shares by cash, credit card, third-party checks or
checks drawn on foreign banks.

6
<PAGE>
Subject to approval by the Fund, you may purchase Fund shares with liquid
securities that the Fund is eligible to purchase. These securities must
have a value that can be readily determined in accordance with the Fund's
valuation policies. You may pay for Fund shares with securities only if
it is the investment manager's intention to retain them in the Fund's
portfolio. The Fund may amend or terminate this practice at any time.

Orders not paid for on time will be canceled and shares will be redeemed
from your account to compensate for any decline in price of the shares
canceled.

The Fund reserves the right to reject any order and to waive minimums or
increase minimums following notice.

SELLING (REDEEMING) SHARES

BY MAIL

Send a written request indicating your account number and the dollar
amount or number of shares you are redeeming to the appropriate address
shown under Buying Shares.

Your request must be signed by each registered shareholder, with the
signature(s) appearing exactly as they do on your account registration.

Include any necessary Signature Guarantees. See "Signature
Guarantees/Special Documentation" below.

BY TELEPHONE

Call (800) 960-8427.

FOR LIMITATIONS ON TELEPHONE REDEMPTIONS SEE "SIGNATURE GUARANTEES/SPECIAL
DOCUMENTATION" BELOW.

TELEPHONE REDEMPTIONS ARE NOT AVAILABLE FOR SHARES HELD IN RETIREMENT
ACCOUNTS SPONSORED BY THE FUND.

BY SYSTEMATIC WITHDRAWAL PLAN

A systematic withdrawal plan may be established.

Call (800) 960-8427 for more information and forms.

IMPORTANT NOTES ABOUT PAYMENT FOR YOUR REDEEMED SHARES

Generally, payment for your redeemed shares will be sent within three
business days after receipt of your redemption request in good order.

You may receive payment for redeemed shares via wire or electronic funds
transfer. You may elect these services on the account application or send
to the Fund a written request providing your bank information with your
signature guaranteed. (See "Signature Guarantees/Special Documentation"
below.)

A wire transfer will be sent the next business day after receipt of your
order, and an electronic funds transfer will be sent the second business
day after receipt of your order.

Proceeds from the redemption of shares purchased by check 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.

7
<PAGE>
EXCHANGING SHARES

Shares of the Fund may be exchanged for shares of any other publicly
available Berger Funds by calling (800) 960-8427. When exchanging shares:

Each account must be registered identically--have the same signatures and
addresses.

Each fund must be legally eligible for sale in your state of residence.

You may exchange out of the Berger Funds up to four times per calendar
year.

You are responsible for obtaining and reading the prospectus for the fund
into which you are exchanging.

Exchanges result in the sale of one fund's shares and the purchase of
another, normally resulting in a taxable event for you.

Exchanges into any new fund are subject to that fund's initial and
subsequent investment minimums.

SIGNATURE GUARANTEES/SPECIAL DOCUMENTATION

The Fund uses Signature Guarantees to protect you and the Fund from possible
fraudulent requests for redeemed shares. Your redemption request must be in
writing and accompanied by a Signature Guarantee if:

You request that payment be made to a name other than the one on your
account registration.

You request that payment be mailed to an address which has been changed
within 30 days of your redemption request or to an address other than the
one of record.

You change or add information relating to your designated bank.

The Fund reserves the right to require Signature Guarantees under other
certain circumstances.

You can get a Signature Guarantee from most broker-dealers, national or
state banks, credit unions, federal savings and loan associations or other
eligible institutions. YOU CANNOT OBTAIN A SIGNATURE GUARANTEE FROM A NOTARY
PUBLIC.

Make sure the Signature Guarantee appears:

Together with the signature(s) of all registered owner(s) of the redeemed
shares on the written redemption request.

On any share certificates you hold for the redeemed shares or on a
separate statement of assignment (stock power) which may be obtained from
a bank or broker.

Additional documents are required for redemptions by corporations,
executors, administrators, trustees and guardians. For instructions, call (800)
960-8427 or write to The Berger Funds, P.O. Box 419958, Kansas City, MO
64141-6958.

YOUR SHARE PRICE

The price at which you buy, sell or exchange Fund shares is the share price
or net asset value (NAV). The Fund's share price is determined by adding the
value of the Fund's investments, cash and other assets, deducting liabilities,
and then dividing that value by the total number of the Fund's shares
outstanding.

The Fund's share price is calculated at the close of the regular trading
session of the New York Stock Exchange (normally 4:00 p.m. New York time) each
day that the Exchange is open. Share price is not calculated on the days that
the Exchange is closed.

FOR A PURCHASE, REDEMPTION OR EXCHANGE OF FUND SHARES, YOUR PRICE IS THE
SHARE PRICE NEXT CALCULATED AFTER YOUR REQUEST IS RECEIVED IN GOOD ORDER AND
ACCEPTED BY THE FUND, ITS AUTHORIZED AGENT OR DESIGNEE. TO RECEIVE A SPECIFIC
DAY'S PRICE, YOUR REQUEST MUST BE RECEIVED BEFORE THE CLOSE OF THE NEW YORK
STOCK EXCHANGE ON THAT DAY.

8
<PAGE>
When the Fund calculates its share price, it values the securities it holds
at market value. Sometimes market quotes for some securities are not available
or are not representative of market value. Examples would be when events occur
that materially affect the value of a security at a time when the security is
not trading or when the securities are illiquid. In that case, securities may be
valued in good faith at fair value, using consistently applied procedures
decided on by the trustees. Money market instruments maturing within 60 days are
valued at amortized cost, which approximates market value. Assets and
liabilities expressed in foreign currencies are converted into U.S. dollars at
the prevailing market rates quoted by one or more banks or dealers shortly
before the close of the Exchange.

Generally, trading in foreign securities markets is substantially completed
each day before the close of the Exchange. The values of foreign securities used
in computing the Fund's share price are determined as of the earlier of such
market close or the closing time of the Exchange. If during such periods, events
occur which materially affect the value of these securities, they may be valued
at their fair value.

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 share price is not
calculated. As a result, the share price may be significantly affected by such
trading on days when shareholders cannot purchase or redeem shares of the Fund.

OTHER INFORMATION ABOUT YOUR ACCOUNT

SECURITY CONSIDERATIONS

You may give up some level of security by choosing to buy or sell shares by
telephone rather than by mail. The Fund uses procedures designed to give
reasonable assurance that telephone instructions are genuine, including
recording the transactions, testing the identity of the shareholder placing the
order and sending prompt written confirmation of transactions to the shareholder
of record. The Fund, and its service providers, are not liable for acting upon
instructions communicated by telephone that they believe to be genuine if these
procedures are followed.

CONFIRMATION OF YOUR PURCHASES AND REDEMPTIONS

After any transaction, you will receive written confirmation including the
share price and the dollar amount and number of shares bought or redeemed.
Shares redeemed under Systematic Withdrawal Plans will be confirmed quarterly.
Partial shares will be calculated to three decimal places.

SHARE CERTIFICATES

You may request and receive share certificates. However, unless specifically
requested, your account will be maintained on a book-entry basis without issuing
share certificates to represent your shares. If you decide to hold share
certificates, you must endorse your certificates and send them back to the Fund
when you sell your shares.

PURCHASES THROUGH OTHER ORGANIZATIONS

You may buy Fund shares through certain organizations which make available
investment accounts, programs or pension or retirement plans. However, they may
charge you a fee or may have different minimums for initial and subsequent
investments than the Fund. They may also impose other charges or restrictions
which are not applicable if you buy shares directly from the Fund.

THIRD PARTY ADMINISTRATORS

Certain organizations may provide administrative services (such as
sub-transfer agency, recordkeeping or shareholder communications services) to
investors purchasing shares of the Fund through those companies. The Fund's
advisor or the Fund (if approved by its trustees) may pay fees to these
companies for their services. These

9
<PAGE>
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.

YEAR 2000 AND EURO READINESS

Mutual funds and businesses around the world could be adversely affected if
computers do not properly process date-related information with respect to the
Year 2000. Similar adverse affects could result if computers do not properly
process information based on the conversion to the Euro, the new currency of the
European Union taking effect on January 1, 1999. The Fund's advisor is
addressing these issues for its computers and is getting reasonable assurances
from the Fund's other major service providers that they too are addressing these
issues to preserve smooth functioning of the Fund's trading, pricing,
shareholder account, custodial and other operations. There can be no assurances,
however, that all problems will be avoided.

These computer problems could also adversely affect the Fund's investments.
Improperly functioning computers may disrupt securities markets generally or
result in overall economic uncertainty. Individual companies may also be
adversely affected by the cost of fixing their computers, which could be
substantial. The Fund's investment manager considers these issues when
evaluating investments for the Portfolio.

REDEMPTIONS IN-KIND

The Fund intends to redeem its shares only for cash, although in order to
protect the interest of remaining shareholders, it retains the right to redeem
its shares in-kind under unusual circumstances. In-kind payment means payment
will be made to you in portfolio securities rather than cash. If this occurs,
you will incur transaction costs if you sell the securities for cash.

REDEMPTIONS BY THE FUND OF CERTAIN ACCOUNTS

To reduce its expenses, the Fund may involuntarily redeem the shares in your
account if your balance drops below $1,000,000--but only if it drops below this
amount because you have redeemed shares, not because the share value has
declined. You will be given 60 days' notice before the Fund undertakes any
involuntary redemption. During that time, you may buy more shares to bring your
account above the minimum.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS OF INCOME AND GAINS

Unless you tell us that you want to receive your distributions in cash, they
will be reinvested automatically in Fund shares. The Fund makes two different
kinds of distributions, net investment income from interest or dividends
received on securities held by the Portfolio and capital gains from the sale of
portfolio securities. The Fund will distribute any investment income or net
realized capital gains annually, normally in December.

YOUR TAXES

You generally will owe tax on amounts distributed to you by the Fund whether
you reinvest them in additional shares or receive them in cash. Distributions of
gains from the sale of assets held by the Fund for more than one year generally
are taxable to you at the applicable long-term capital gains rate, regardless of
how long you have owned your Fund shares. Distributions from other sources
generally are taxed as ordinary income. Shareholders who are not subject to tax
on their income generally will not be required to pay any income tax on amounts
distributed to them.

Distributions made by the Fund to you will normally be capital gains. A
portion of those gains may be net short-term capital gains, which are taxed as
ordinary income. The Fund generally will not distribute net investment income,
although any net investment income generated as a by-product of managing the
Fund's portfolio will be distributed to you.

10
<PAGE>
If you redeem Fund shares that have appreciated in value, you will have a
taxable gain upon redemption. Exchanges are treated as a redemption and purchase
for tax purposes. Therefore, you will also have a taxable gain if you exchange
shares that have appreciated in value.

ADDITIONAL TAX INFORMATION

You should consult your own tax advisor about your particular situation. For
more information about other tax matters, including backup withholding for
certain taxpayers and other tax aspects of redemptions, see the SAI.

TAX-SHELTERED RETIREMENT PLANS

The Fund offers several tax-qualified retirement plans for individuals,
businesses and nonprofit organizations. For information about establishing a
Berger Funds IRA, Roth IRA, profit-sharing or money purchase pension plan,
403(b) Custodial Account, SEP-IRA, SIMPLE IRA account or other retirement plans,
please call (800) 259-2820 or write to The Berger Funds, P.O. Box 419958, Kansas
City, MO 64141-6958. Trustees for existing 401(k) or other plans interested in
using Fund shares as an investment or investment alternative in their plans are
invited to call the Fund at (800) 960-8427.

MANAGEMENT AND INVESTMENT ADVICE

INVESTMENT MANAGERS

The following companies provide day-to-day investment management services to
the Fund.

BBOI WORLDWIDE LLC (BBOI) (210 University Blvd., Suite 700, Denver, CO
80206) serves as the Fund's investment advisor. BBOI was formed in 1996 as a
joint venture between Berger Associates and Bank of Ireland Asset Management
(U.S.) Limited (BIAM). As investment advisor, BBOI oversees, evaluates and
monitors the investment advisory services provided by BIAM as sub-advisor. BBOI
receives a fee at the annual rate of 0.90% of the Fund's average daily net
assets. BBOI also provides administrative services to the Fund.

BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED (BIAM) (20 Horseneck Lane,
Greenwich, CT 06830 (representative office); 26 Fitzwilliam Place, Dublin 2,
Ireland (main office)) serves as investment advisor or sub-advisor to pension
and profit-sharing plans and other institutional investors and mutual funds.
Bank of Ireland's investment management group was founded in 1966. As
sub-advisor, BIAM manages the investments in the Berger/BIAM International
Portfolio.

BIAM, using a team approach, has been the investment manager for the
Portfolio since its inception in 1996. BIAM is the sub-advisor to the Portfolio
and is part of Bank of Ireland's asset management group, established in 1966.
Most of the team of investment professionals have been with the group for at
least ten years.

PORTFOLIO TURNOVER. Portfolio changes are made whenever the Fund's
investment manager believes that the Fund's goal could be better achieved by
investment in another security, regardless of portfolio turnover. The portfolio
turnover for the Fund may exceed 100% per year, although it is normally expected
to range from 25% to 75%. A turnover rate of 100% means the securities owned by
the Fund were replaced once during the year. Higher turnover rates may result in
higher brokerage costs to the Fund and in higher net taxable gains for you as an
investor. The Fund's portfolio turnover rate can be found under the heading
"Financial Highlights."

SPECIAL FUND STRUCTURE

MASTER/FEEDER. The Fund is organized as a "feeder" fund in a
"master/feeder" structure. This means that the Fund's assets are all invested in
a larger "master" portfolio of securities, the Berger/BIAM International
Portfolio, which has investment goals and policies identical to those of the
Fund. The other feeders investing in the Portfolio are the Berger/BIAM
International CORE Fund and the Berger/BIAM International Fund. These funds have
their own investment minimums and their own expenses so that share price,
performance and distributions will differ among feeders. For more information on
these feeders, please call (800) 259-2820.

11
<PAGE>
The Fund may withdraw its investment in the Portfolio at any time, if the
trustees determine that it is in the best interests of the Fund to do so. In
that event, the Fund might transfer to another master fund or hire its own
investment advisor. A withdrawal could result in the Fund receiving an in-kind
distribution of portfolio securities from the Portfolio. In that case, the Fund
could incur brokerage, tax or other chargers if it converted the securities to
cash. In addition, an in-kind distribution could adversely affect the liquidity
of the Fund.

For more information on the master/feeder fund structure, see the SAI.

12
<PAGE>

FINANCIAL HIGHLIGHTS

The financial highlights will help you understand the Fund's financial
performance for the periods shown. Certain information reflects financial
results for a single Fund share. Total return shows you how much your investment
in the Fund increased or decreased during each period, assuming you reinvested
all dividends and distributions. PricewaterhouseCoopers LLP, independent
accountants, audited this information. Their report is included in the Fund's
annual report, which is available without charge upon request.

INTERNATIONAL EQUITY FUND
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS PRESENTED

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED OCTOBER 11, 1996(1)
SEPTEMBER 30, 1998 TO SEPTEMBER 30, 1997
<S> <C> <C>
- --------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 11.64 $ 10.00
- --------------------------------------------------------------------------------------------
From investment operations
Net investment income (loss) 0.63 0.10
Net realized and unrealized gains
(losses) from investments and foreign
currency transactions (1.52) 1.54
- --------------------------------------------------------------------------------------------
Total from investment operations (0.89) 1.64
- --------------------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) (0.14) --
Distributions (in excess of capital
gains) (0.59) --
- --------------------------------------------------------------------------------------------
Total dividends and distributions (0.73) --
- --------------------------------------------------------------------------------------------
Net asset value, end of period $ 10.02 $ 11.64
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Total Return(2) (7.77)% 16.40%
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $ 7,149 $ 6,343
Net expense ratio to average net
assets(3,4) 1.08% 1.25%(5)
Ratio of net income (loss) to average
net assets 3.30% 1.03%(5)
Gross expense ratio to average net
assets(4) 1.12% 1.34%(5)
Portfolio turnover rate 17% 17%
</TABLE>

1. COMMENCEMENT OF INVESTMENT OPERATIONS.

2. TOTAL RETURN NOT ANNUALIZED FOR PERIODS OF LESS THAN ONE FULL YEAR.

3. NET EXPENSES REPRESENT GROSS EXPENSES REDUCED BY FEES WAIVED BY THE
PORTFOLIO'S ADVISOR.

4. REFLECTS THE FUND'S EXPENSES PLUS THE FUND'S PRO RATA SHARE OF THE
PORTFOLIO'S EXPENSES.

5. ANNUALIZED.

13
<PAGE>
The following table is based on the historical financial statements of the
pool of assets that was, in a practical sense, the predecessor to the Portfolio
in which the Fund is invested. The total return, expense ratios and per share
data on the table have been adjusted to reflect any increase in Fund operating
expenses that was expected to occur when the pool's assets were transferred to
the Portfolio over the pool's actual operating expenses for each period shown.

The table covers the period from the beginning of the pool through October
11, 1996, when the pool's assets were transferred to the Portfolio. The pool was
not registered with the SEC and was not subject to the investment restrictions
imposed on mutual funds. If the pool had been registered, the pool's financial
results might have been adversely affected.

INTERNATIONAL EQUITY POOL
ADJUSTED SELECTED DATA (UNAUDITED)
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS PRESENTED

<TABLE>
<CAPTION>
PERIOD PERIOD
FROM FROM
JANUARY 1, JULY 31,
1996 TO YEAR ENDED DECEMBER 31, 1989(1) TO
OCTOBER 11, ----------------------------------------------------------- DECEMBER 31,
1996(2) 1995 1994 1993 1992 1991 1990 1989
<S> <C> <C> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
Per Share Data:(3)
Net asset value,
beginning of period $ 9.01 $ 7.55 $ 6.16 $ 5.96 $ 5.39 $ 4.74 $ 4.92 $ 4.04
From investment
operations
Net investment income
(loss) 0.11 0.12 0.06 0.11 0.09 0.08 0.05 0.02
Net realized and
unrealized gain (loss)
on investments 0.88 1.34 (0.67) 2.10 0.49 0.56 (0.23) 0.87
Total from investment
operations 0.99 1.46 (0.61) 2.20 0.57 0.65 (0.18) 0.89
Net asset value, end of
period $ 10.00 $ 9.01 $ 7.55 $ 8.15 $ 5.96 $ 6.38 $ 4.74 $ 4.92
Total Return(3) 10.97% 19.28% (7.46)% 36.97% 10.64% 13.62% (3.69)% 22.00%
Ratios/Supplemental Data:
Net assets, end of period
(in thousands) $ 4,482 $ 5,662 $ 6,215 $ 5,495 $ 3,016 $ 2,364 $ 1,201 $ 916
Net expense ratio to
average net assets(3,4) 1.49%(5) 1.35% 1.45% 1.35% 1.35% 1.35% 1.43% 1.35%(5)
Ratio of net income
(loss) to average net
assets(3) 1.54%(5) 1.46% 0.75% 1.35% 1.21% 1.69% 1.14% (0.04)%(5)
Gross expense ratio to
average net assets(3) 1.49%(5) 1.40% 1.45% 1.40% 1.40% 1.40% 1.43% 1.40%(5)
Portfolio turnover rate 30% 34% 62% 41% 36% 27% 31% 41.3%
</TABLE>

1. COMMENCEMENT OF OPERATIONS OF THE POOL.
2. COMMENCEMENT OF OPERATIONS OF THE PORTFOLIO IN WHICH THE FUND IS INVESTED.
3. ADJUSTED TO REFLECT ANY INCREASE IN EXPENSES EXPECTED IN OPERATING THE
FUND, INCLUDING THE FUND'S PRO RATA SHARE OF THE PORTFOLIO'S EXPENSES.
ADDITIONALLY, TOTAL RETURN IS NOT ANNUALIZED FOR PERIODS OF LESS THAN ONE
FULL YEAR.
4. NET EXPENSES REPRESENT GROSS EXPENSES LESS FEES THAT WOULD HAVE BEEN WAIVED
BY THE ADVISOR OF THE PORTFOLIO IF THE FEE WAIVER IN EFFECT FOR THE
PORTFOLIO HAD BEEN IN EFFECT FOR THE POOL.
5. ANNUALIZED.

14
<PAGE>

[BERGER MOUNTAIN LOGO]

BERGER

TOGETHER WE CAN
MOVE MOUNTAINS-REGISTERED TRADEMARK-

FOR MORE INFORMATION

Additional information about the Fund's investments is available in its
semi-annual and annual reports to shareholders. The Fund's annual report
contains a discussion of the market conditions and investment strategies that
affected its performance over the past year.

You may wish to read the Statement of Additional Information (SAI) for more
information on the Fund and the securities it invests in. The SAI is
incorporated into this prospectus by reference, which means that it is
considered to be part of the prospectus.

You can get free copies of the annual and semi-annual reports and the SAI,
request other information or get answers to your questions about the Fund by
writing or calling the Fund at:

The Berger Funds
P.O. Box 419958
Kansas City, MO 64141-6958
(800) 333-1001
www.bergerfunds.com

Text-only versions of all Fund documents can be viewed online or downloaded
from the SEC's web site at www.sec.gov.

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington DC. For information on the operation of the Public Reference Room,
call (800) SEC-0330. Copies of documents may also be obtained by sending your
request and the appropriate fee to the SEC's Public Reference Section,
Washington, DC 20549-6009.

INVESTMENT COMPANY ACT FILE NUMBERS:

Berger/BIAM Worldwide Funds Trust 811-07669

The International Equity Fund

<PAGE>

January 28, 1999

THE BERGER FUNDS
Prospectus
[WEST FORK PHOTO]
BERGER/BIAM
INTERNATIONAL
CORE FUND

The Securities and Exchange or determined whether this
Commission has not approved or prospectus is accurate or complete.
disapproved any shares offered in Anyone who tells you otherwise is
this prospectus as an investment, committing a crime.

<PAGE>

i
BERGER/BIAM
INTERNATIONAL CORE FUND

CONTENTS

<TABLE>
<S> <C>
BERGER/BIAM INTERNATIONAL CORE FUND............................. 1
The Fund's Goal................................................. 1
Principal Investment Strategies................................. 1
Principal Risks................................................. 1
The Fund's Past Performance..................................... 2
Fund Expenses................................................... 3

INVESTMENT TECHNIQUES, SECURITIES AND THE ASSOCIATED RISKS...... 5

BUYING SHARES................................................... 8
SELLING (REDEEMING) SHARES...................................... 9
Exchanging Shares............................................... 10
Signature Guarantees/Special Documentation...................... 10
Your Share Price................................................ 11
Other Information About Your Account............................ 12
Distributions and Taxes......................................... 14
Tax-Sheltered Retirement Plans.................................. 14

MANAGEMENT AND INVESTMENT ADVICE................................ 15
Investment Manager.............................................. 15
Special Fund Structure.......................................... 16

FINANCIAL HIGHLIGHTS............................................ 17
</TABLE>

<PAGE>
1
Berger/BIAM
International CORE Fund

TICKER SYMBOL: BBICX

THE FUND'S GOAL

The Fund aims for long-term capital appreciation. In pursuing that goal, the
Fund primarily invests in a portfolio consisting of common stocks of
well-established foreign companies.

PRINCIPAL INVESTMENT STRATEGIES

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.

The Fund invests all of its assets in the Berger/BIAM International Portfolio
(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.

See "Management and Investment Advice -- Special Fund Structure -- Master/
Feeder" later in this prospectus for more information on the Fund's investment
in the Portfolio.

PRINCIPAL RISKS

moves up and down in response to corporate earnings and developments, economic
and market conditions and anticipated events. As a result, the price of the
Fund's investments may go down and you could lose money on your investment.
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. In addition, foreign stocks may not
move in concert with the U.S. markets. 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.

See "Investment Techniques, Securities and the Associated Risks" later in
this prospectus for more information on risks.

THE FUND'S PAST PERFORMANCE

Year-by-year returns show you how the Fund's performance has varied by
illustrating the differences for each full calendar year since the Fund
began.(1)

YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31(1)

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

Best quarter: XX/XX/XX XX%

Worst quarter: XX/XX/XX XX%

Average annual total return is a measure of the Fund's performance over time.
The Fund's average annual return is compared with the Morgan Stanley Capital
International Europe, Australasia and the Far East Index (EAFE Index). While the
Fund does not seek to match the returns of the EAFE Index, this index is a good
indicator of foreign stock markets. You may not invest in the EAFE Index and
unlike the Fund, it does not incur fees or charges.
<PAGE>
3
BERGER/BIAM
INTERNATIONAL CORE FUND

AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998(1)

<TABLE>
<CAPTION>
LIFE OF THE FUND
1 YEAR 5 YEARS (JULY 31, 1989)
<S> <C> <C> <C>
The Fund XX% XX% XX%
EAFE Index XX% XX% XX%
- ------------------------------------------------------------------------------------------------
</TABLE>

1. Performance figures covering periods prior to October 11, 1996, include the
performance of a pool of assets advised by the Portfolio's investment
manager for periods before the Portfolio began operations. This performance
has been adjusted to reflect any increased expenses expected in operating
the Fund, net of fee waivers. The asset pool was not registered with the SEC
and was not subject to the investment restrictions imposed on mutual funds.
If the pool had been registered, its performance might have been adversely
affected.

FUND EXPENSES

As a shareholder in the Fund, you do not pay any sales charges, redemption or
exchange fees.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES(1) (DEDUCTED DIRECTLY FROM THE FUND)

<S> <C>
Management fee .90%
Other expenses .21%
TOTAL ANNUAL FUND OPERATING EXPENSES 1.11%
FEE WAIVER(2) (.03)%
NET EXPENSES 1.08%
- ------------------------------------------------------------------------
</TABLE>

1. Annual fund operating expenses consist of the Fund's expenses plus the
Fund's share of the expenses of the Portfolio.

2. Under a written agreement, the Portfolio's investment advisor waives its fee
to the extent that the Portfolio's annual operating expenses exceed 1.00%.
The agreement may not be terminated except by a vote of the Portfolio's
Board of Trustees.

UNDERSTANDING EXPENSES

- $10,000 initial investment

- 5% total return for each year

- Fund operating expenses remain the same for each period

- Redemption after the end of each period
<PAGE>
4
BERGER/BIAM
INTERNATIONAL CORE FUND
BERGER/BIAM
INTERNATIONAL CORE FUND

Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:

EXAMPLE COSTS

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C> <C>
Berger/BIAM International
CORE Fund 110 343 595 1,317
- ----------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
5
Berger/BIAM
International CORE Fund

INVESTMENT TECHNIQUES, SECURITIES AND THE ASSOCIATED RISKS

BEFORE YOU INVEST...

BELOW INVESTMENT GRADE BONDS have ratings of BB (Standard & Poor's) or Ba
(Moody's) or below. Bonds rated below investment grade are subject to greater
credit risk than investment grade bonds. Also called "high-yield bonds" or "junk
bonds." CREDIT, INTEREST RATE AND MARKET RISK

COMMON STOCK is a share of ownership (equity) interest in a company.

COMPANIES WITH LIMITED OPERATING HISTORIES are securities issued by companies
that have been in continuous operation for less than three years. Sometimes
called "unseasoned" issuers. MARKET, LIQUIDITY AND INFORMATION RISKS

CONVERTIBLE SECURITIES(1) are debt or equity securities which may be
converted on specified terms into stock of the issuer. MARKET, INTEREST RATE AND
CREDIT RISKS

CORRELATION RISK occurs when the Fund "hedges" -- uses one investment to
offset the Fund's position in another. If the two investments do not behave in
relation to one another the way Fund managers expect them to, then unexpected
results may occur.

CREDIT RISK means that the issuer of a security or the counterparty to an
investment contact may default or become unable to pay its obligations when due.

DIVERSIFICATION means a diversified fund may not, with respect to at least
75% of its assets, invest more than 5% in the securities of one company. A
nondiversified fund
<PAGE>
6
BERGER/BIAM
INTERNATIONAL CORE FUND
BERGER/BIAM
INTERNATIONAL CORE FUND

may be more volatile than a diversified fund because it invests more of its
assets in a smaller number of companies and the gains or losses on a single
stock will therefore have a greater impact on the fund's share price. The Fund
is a diversified fund.

FOREIGN SECURITIES are issued by companies located outside of the United
States. The Fund considers a company to be located outside the United States if
the principal securities trading market for its equity securities is located
outside the U.S. or it is organized under the laws of, and has a principal
office in, a country other than the U.S.(+) MARKET, CURRENCY, TRANSACTION,
LIQUIDITY, INFORMATION AND POLITICAL RISKS

FORWARD FOREIGN CURRENCY CONTRACTS(2) are privately negotiated contracts
committing the holder to purchase or sell a specified quantity of a foreign
currency on a predetermined future date.(+) HEDGING, CREDIT, CORRELATION,
OPPORTUNITY AND LEVERAGE RISKS

HEDGING RISK comes into play when the Fund uses a security whose value is
based on an underlying security or index to "offset" its position in another
security or currency. The objective of hedging is to offset potential losses in
one security with gains in the hedge. But a hedge can eliminate or reduce gains
as well as offset losses. (Also see "Correlation risk.")

INFORMATION RISK means that information about a security or issuer might not
be available, complete, accurate or comparable.

INVESTMENT GRADE BONDS are rated BBB (STANDARD & POOR'S) or Baa (MOODY'S)or
above. INTEREST RATE, MARKET AND CREDIT RISKS

MARKET CAPITALIZATION is the total current market value of a company's
outstanding common stock.

OPPORTUNITY RISK means missing out on an investment opportunity because the
assets necessary to take advantage of it are committed to less advantageous
investments or strategies.

SMALL AND MID-SIZED COMPANY SECURITIES are securities issued by small or mid-
sized companies, as measured by their market capitalization. The market
capitalization range targeted by the Fund appears under the heading "Principal
Investment Strategies." In general, the smaller the company, the greater its
risks. MARKET, LIQUIDITY AND INFORMATION RISKS

SPECIAL SITUATIONS are companies about to undergo a structural, financial or
management change which may significantly affect the value of their securities.
MARKET AND INFORMATION RISKS

TRANSACTION RISK means that the Fund may be delayed or unable to settle a
transaction or that commissions and settlement expenses may be higher than
usual.

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

1. The Fund has no minimum quality standards for convertible securities,
although it will not invest in defaulted securities. It also will not invest
20% or more of its assets in convertible securities rated below investment
grade or in unrated convertible securities that the advisor considers to be
below investment grade.
2. The Fund may use forwards only for hedging. The Fund's aggregate obligations
under these contracts may not exceed the total market value of the assets
being hedged, such as some or all of the value of the Fund's securities
denominated in a particular foreign currency.
+ The security or technique is emphasized by the Fund.

<PAGE>
8
BERGER/BIAM
INTERNATIONAL CORE FUND
Berger/BIAM
International CORE Fund

BUYING SHARES

SEND NEW ACCOUNT APPLICATIONS TO
The Berger Funds
P.O. Box 419958
Kansas City, MO 64141-6958

OR FOR OVERNIGHT, CERTIFIED OR REGISTERED MAIL ONLY
The Berger Funds
330 West 9th Street, 1st Floor
Kansas City, MO 64105

<TABLE>
<S> <C>
Minimums:
Initial investment $1,000,000
Subsequent
investments No Minimum
- ---------------------------------
</TABLE>

BY MAIL

Read this prospectus.

Fill out the application if you are opening a new account.

Make out a check to BERGER FUNDS for the amount you want to invest.

Send the application and a check to The Berger Funds in the envelope
provided.

To add to an existing account, be sure to include your account number on your
check and mail it to the appropriate address above.

BY WIRE OR ELECTRONIC FUNDS TRANSFER

Payment may be made from your bank to DST Systems, Inc.

Call (800) 960-8427 for current wire or electronic funds transfer
instructions.

BY TELEPHONE

If you already have a Berger Funds account, you may purchase additional
shares by telephone order.

You must pay for them within three business days by wire, electronic funds
transfer or overnight delivery of a check.

Call (800) 960-8427 for current wire or electronic funds transfer
instructions.

IMPORTANT NOTES ABOUT PAYING FOR YOUR SHARES

Your check must be made payable to BERGER FUNDS, or it will not be accepted.

You may NOT purchase shares by cash, credit card, third-party checks or
checks drawn on foreign banks.

Subject to approval by the Fund, you may purchase Fund shares with liquid
securities that the Fund is eligible to purchase. These securities must have a
value that can be readily determined in accordance with the Fund's valuation
policies. You may pay for Fund shares with securities only if it is the
investment manager's intention to retain them in the Fund's portfolio. The Fund
may amend or terminate this practice at any time.

Orders not paid for on time will be canceled and shares will be redeemed from
your account to compensate for any decline in price of the shares canceled.

The Fund reserves the right to reject any order and to waive minimums or
increase minimums following notice.

SELLING (REDEEMING) SHARES

BY MAIL

Send a written request indicating your account number and the dollar amount
or number of shares you are redeeming to the appropriate address shown under
"Buying Shares."

Your request must be signed by each registered shareholder, with the
signature(s) appearing exactly as they do on your account registration.

Include any necessary Signature Guarantees. See "Signature Guarantees /
Special Documentation" below.

BY TELEPHONE

Call (800) 960-8427.

FOR LIMITATIONS ON TELEPHONE REDEMPTIONS SEE "SIGNATURE GUARANTEES / SPECIAL
DOCUMENTATION" BELOW.

TELEPHONE REDEMPTIONS ARE NOT AVAILABLE FOR SHARES HELD IN RETIREMENT
ACCOUNTS SPONSORED BY THE FUND.

BY SYSTEMATIC WITHDRAWAL PLAN

A systematic withdrawal plan may be established.
<PAGE>
10
BERGER/BIAM
INTERNATIONAL CORE FUND
BERGER/BIAM
INTERNATIONAL CORE FUND

Call (800) 960-8427 for more information and forms.

IMPORTANT NOTES ABOUT PAYMENT FOR YOUR REDEEMED SHARES

Generally, payment for your redeemed shares will be sent within three
business days after receipt of your redemption request in good order.

You may receive payment for redeemed shares via wire or electronic funds
transfer. You may elect these services on the account application or send to the
Fund a written request providing your bank information with your signature
guaranteed. (See "Signature Guarantees / Special Documentation" below.)

A wire transfer will be sent the next business day after receipt of your
order, and an electronic funds transfer will be sent the second business day
after receipt of your order.

Proceeds from the redemption of shares purchased by check 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.

EXCHANGING SHARES

Shares of the Fund may be exchanged for shares of any other publicly
available Berger Funds by calling (800) 960-8427. When exchanging shares:

Each account must be registered identically -- have the same signatures and
addresses.

Each fund must be legally eligible for sale in your state of residence.

You may exchange out of the Berger Funds up to four times per calendar year.

You are responsible for obtaining and reading the prospectus for the fund
into which you are exchanging.

Exchanges result in the sale of one fund's shares and the purchase of
another, normally resulting in a taxable event for you.

Exchanges into any new fund are subject to that fund's initial and subsequent
investment minimums.

SIGNATURE GUARANTEES / SPECIAL DOCUMENTATION

You request that payment be made to a name other than the one on your account
registration.
<PAGE>
11
BERGER/BIAM
INTERNATIONAL CORE FUND

You request that payment be mailed to an address which has been changed
within 30 days of your redemption request or to an address other than the one
of record.

You change or add information relating to your designated bank.

The Fund reserves the right to require Signature Guarantees under other
certain circumstances.

You can get a Signature Guarantee from most broker-dealers, national or state
banks, credit unions, federal savings and loan associations or other eligible
institutions. You cannot obtain a Signature Guarantee from a notary public.

Make sure the Signature Guarantee appears:

Together with the signature(s) of all registered owner(s) of the redeemed
shares on the written redemption request.

On any share certificates you hold for the redeemed shares or on a separate
statement of assignment (stock power) which may be obtained from a bank or
broker.

Additional documents are required for redemptions by corporations, executors,
administrators, trustees and guardians. For instructions, call (800) 960-8427 or
write to The Berger Funds, P.O. Box 419958, Kansas City, MO 64141-6958.

YOUR SHARE PRICE

When the Fund calculates its share price, it values the securities it holds
at market value. Sometimes market quotes for some securities are not available
or are not representative of market value. Examples would be when events occur
that materially affect the value of a security at a time when the security is
not trading or when the securities are illiquid. In that case, securities may be
valued in good faith at fair value,
<PAGE>
12
BERGER/BIAM
INTERNATIONAL CORE FUND
BERGER/BIAM
INTERNATIONAL CORE FUND

using consistently applied procedures decided on by the trustees. Money market
instruments maturing within 60 days are valued at amortized cost, which
approximates market value. Assets and liabilities expressed in foreign
currencies are converted into U.S. dollars at the prevailing market rates quoted
by one or more banks or dealers shortly before the close of the Exchange.

OTHER INFORMATION ABOUT YOUR ACCOUNT

SECURITY CONSIDERATIONS

CONFIRMATION OF YOUR PURCHASES AND REDEMPTIONS

SHARE CERTIFICATES

PURCHASES THROUGH OTHER ORGANIZATIONS

You may buy Fund shares through certain organizations which make available
investment accounts, programs or pension or retirement plans. However, they may
<PAGE>
13
BERGER/BIAM
INTERNATIONAL CORE FUND

charge you a fee or may have different minimums for initial and subsequent
investments than the Fund. They may also impose other charges or restrictions
which are not applicable if you buy shares directly from the Fund.

THIRD PARTY ADMINISTRATORS

Certain brokerage firms and other companies may provide administrative
services (such as sub-transfer agency, recordkeeping or shareholder
communications services) to investors purchasing shares of the Fund through
those companies. The Fund's advisor or the Fund (if approved by its trustees)
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.

YEAR 2000 AND EURO READINESS

REDEMPTIONS IN-KIND

REDEMPTIONS BY THE FUND OF CERTAIN ACCOUNTS

To reduce its expenses, the Fund may involuntarily redeem the shares in your
account if your balance drops below $1,000,000 -- but only if it drops below
this amount because you have redeemed shares, not because the share value has
declined.
<PAGE>
14
BERGER/BIAM
INTERNATIONAL CORE FUND
BERGER/BIAM
INTERNATIONAL CORE FUND

You will be given 60 days' notice before the Fund undertakes any involuntary
redemption. During that time, you may buy more shares to bring your account
above the minimum.

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS OF INCOME AND GAINS

YOUR TAXES

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

ADDITIONAL TAX INFORMATION

TAX-SHELTERED RETIREMENT PLANS

write to The Berger Funds, P.O. Box 419958, Kansas City, MO 64141-6958. Trustees
for existing 401(k) or other plans interested in using Fund shares as an
investment or investment alternative in their plans are invited to call the Fund
at (800) 960-8427.

MANAGEMENT AND INVESTMENT ADVICE

INVESTMENT MANAGERS

The following companies provide day-to-day investment management services to
the Fund.

BBOI WORLDWIDE LLC (BBOI) (210 University Blvd., Suite 700, Denver, CO 80206)
serves as the Fund's investment advisor. BBOI was formed in 1996 as a joint
venture between Berger Associates and Bank of Ireland Asset Management (U.S.)
Limited (BIAM). As investment advisor, BBOI oversees, evaluates and monitors the
investment advisory services provided by BIAM as sub-advisor. BBOI receives a
fee at the annual rate of 0.90% of the Fund's average daily net assets. BBOI
also provides administrative services to the Fund.

PORTFOLIO TURNOVER. Portfolio changes are made whenever the Fund's
investment manager believes that the Fund's goal could be better achieved by
investment in another security, regardless of portfolio turnover. The portfolio
turnover for the Fund may exceed 100% per year, although it is normally expected
to range from 25% to 75%. A turnover rate of 100% means the securities owned by
the Fund were replaced
once during the year. Higher turnover rates may result in higher brokerage costs
to the Fund and in higher net taxable gains for you as an investor. The Fund's
portfolio turnover rate can be found under the heading "Financial Highlights."

SPECIAL FUND STRUCTURE

MASTER/FEEDER. The Fund is organized as a "feeder" fund in a "master/feeder"
structure. This means that the Fund's assets are all invested in a larger
"master" portfolio of securities, the Berger/BIAM International Portfolio, which
has investment goals and policies identical to those of the Fund. The other
feeders investing in the Portfolio are the International Equity Fund and the
Berger/BIAM International Fund. These funds have their own investment minimums
and their own expenses so that share price, performance and distributions will
differ among feeders. For more information on these feeders, please call (800)
259-2820.

The Fund may withdraw its investment in the Portfolio at any time, if the
trustees determine that it is in the best interests of the Fund to do so. In
that event, the Fund might transfer to another master fund or hire its own
investment advisor. A withdrawal could result in the Fund receiving an in-kind
distribution of portfolio securities from the Portfolio. In that case, the Fund
could incur brokerage, tax or other chargers if it converted the securities to
cash. In addition, an in-kind distribution could adversely affect the liquidity
of the Fund.

For more information on the master/feeder fund structure, see the SAI.

<PAGE>
17
Berger/BIAM
International CORE Fund

FINANCIAL HIGHLIGHTS

BERGER/BIAM INTERNATIONAL CORE FUND
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIODS PRESENTED

<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED OCTOBER 11, 1996(1)
SEPTEMBER 30, 1998 TO SEPTEMBER 30, 1997
<S> <C> <C>
- --------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 11.67 $ 10.00
- --------------------------------------------------------------------------------------------
From investment operations
Net investment income (loss) 0.68 0.08
Net realized and unrealized gains
(losses) from investments and foreign
currency transactions (1.59) 1.59
- --------------------------------------------------------------------------------------------
Total from investment operations (0.91) 1.67
- --------------------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) (0.08) --
Distributions (in excess of capital
gains) (0.08) --
- --------------------------------------------------------------------------------------------
Total dividends and distributions (0.16) --
- --------------------------------------------------------------------------------------------
Net asset value, end of period $ 10.60 $ 11.67
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Total Return(2) (7.79)% 16.70%
- --------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $ 153,918 $ 97,177
Net expense ratio to average net
assets(3),(4) 1.08% 1.10%(5)
Ratio of net income (loss) to average
net assets 3.44% 1.62%(5)
Gross expense ratio to average net
assets(4) 1.12% 1.20%(5)
Portfolio turnover rate 17% 17%
</TABLE>

1. COMMENCEMENT OF INVESTMENT OPERATIONS.
2. TOTAL RETURN NOT ANNUALIZED FOR PERIODS OF LESS THAN ONE FULL YEAR.
3. NET EXPENSES REPRESENT GROSS EXPENSES REDUCED BY FEES WAIVED BY THE
PORTFOLIO'S ADVISOR.
4. REFLECTS THE FUND'S EXPENSES PLUS THE FUND'S PRO RATA SHARE OF THE
PORTFOLIO'S EXPENSES.
5. ANNUALIZED.

<PAGE>
18
BERGER/BIAM
INTERNATIONAL CORE FUND
BERGER/BIAM
INTERNATIONAL CORE FUND

The following table is based on the historical financial statements of the
pool of assets that was, in a practical sense, the predecessor to the Portfolio
in which the Fund is invested. The total return, expense ratios and per share
data on the table have been adjusted to reflect any increase in Fund operating
expenses that was expected to occur when the pool's assets were transferred to
the Portfolio over the pool's actual operating expenses for each period shown.

INTERNATIONAL EQUITY POOL
ADJUSTED SELECTED DATA (UNAUDITED)
For a share outstanding throughout the periods presented

<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
JANUARY 1, JULY 31,
1996 TO Year Ended December 31, 1989(1) TO
OCTOBER 11, ---------------------------------------------------------- DECEMBER 31,
1996(2) 1995 1994 1993 1992 1991 1990 1989
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Per Share Data:(3)
Net asset value,
beginning of period $9.01 $7.55 $8.16 $5.95 $5.36 $4.72 $4.90 $4.01
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
From investment
operations
Net investment income
(loss) 0.11 0.12 0.06 0.11 0.09 0.08 0.05 0.02
- ------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain
(loss) on
investments 0.89 1.33 (0.67) 2.11 0.50 0.56 (0.24) 0.87
- ------------------------------------------------------------------------------------------------------------------------------
Total from investment
operations 0.99 1.45 (0.61) 2.22 0.59 0.54 (0.18) 0.89
- ------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of
period $10.00 $9.01 $7.55 $8.16 $5.95 $5.36 $4.72 $4.90
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Total Return(3) 11.03% 19.23% (7.47)% 37.25% 10.93% 13.61% (3.76)% 22.20%
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
- ------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period
(in thousands) $4,482 $5,662 $6,215 $5,495 $3,016 $2,364 $1,201 $916
- ------------------------------------------------------------------------------------------------------------------------------
Net expense ratio to
average net
assets(3,4) 1.49%(5) 1.35% 1.45% 1.17% 1.10% 1.35% 1.43% 1.10%(5)
- ------------------------------------------------------------------------------------------------------------------------------
Ratio of net income
(loss) to average net
assets(3) 1.54%(5) 1.46% 0.75% 1.53% 1.46% 1.69% 1.14% 0.21%(5)
- ------------------------------------------------------------------------------------------------------------------------------
Gross expense ratio to
average net assets(3) 1.49%(5) 1.35% 1.45% 1.17% 1.15% 1.35% 1.43% 1.15%(5)
- ------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 30% 34% 62% 41% 36% 27% 31% 41.3%
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

1. Commencement of operations of the pool.
2. Commencement of operations of the Portfolio in which the Fund is invested.
3. Adjusted to reflect the increase in expenses expected in operating the Fund,
including the Fund's pro rata share of the Portfolio's expenses. Additionally,
total return is not annualized for periods of less than one full year.
4. Net expenses represent gross expenses less fees that would have been waived
by the advisor of the Portfolio if the fee waiver in effect for the Portfolio
had been in effect for the pool.
5. Annualized.

<PAGE>

<TABLE>
<C> <S> <C> <C> <C>
FOR MORE INFORMATION
Additional infor- in. The SAI is
mation about the incorporated into
Fund's investments this prospectus by
is available in its reference, which
semi-annual and means that it is
annual reports to considered to be Text-only versions of
shareholders. The part of the all Fund documents
Fund's annual report prospectus. can be viewed online
contains a You can get free or downloaded from
discussion of the copies of the annual the SEC's web site at
market conditions and semi-annual www.sec.gov. sending your request
and investment reports and the SAI, You can also obtain and the appropriate
strategies that request other infor- copies by visiting fee to the SEC's
affected its mation or get the SEC's Public Public Reference
performance over the answers to your Reference Room in Section, Wash-
past year. questions about the Washington DC. For ington, DC
You may wish to read Fund by writing or information on the 20549-6009.
the Statement of calling the Fund at: operation of the Investment Company
Additional Infor- The Berger Funds Public Reference Act File Numbers:
mation (SAI) for P.O. Box 419958 Room, call Berger/BIAM
[BERGER MOUNTAIN LOGO] more information on Kansas City, MO (800) SEC-0330. Worldwide Funds
the Fund and the 64141-6958 Copies of documents Trust 811-07669
Together we can securities it (800) 259-2820 may also be obtained Berger/BIAM Inter-
move mountains-Registered Trademark- invests www.bergerfunds.com by national CORE Fund
</TABLE>

<PAGE>

INTERNATIONAL EQUITY FUND

(A SERIES OF BERGER/BIAM WORLDWIDE FUNDS TRUST)

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 relates to the Prospectus
describing the Fund, dated January 28, 1999, as it may be amended or
supplemented from time to time, 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 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
BERGER/BIAM INTERNATIONAL PORTFOLIO (THE "PORTFOLIO"). Accordingly, the
investment performance of the Fund will derive from the investment performance
of the Portfolio. The Portfolio is an open-end management investment company
and a diversified series of a separate trust known as the Berger/BIAM Worldwide
Portfolios Trust ("Worldwide Portfolios"). The Portfolio's investment objective
and policies are identical to those of the Fund. The Portfolio is advised by
BBOI Worldwide LLC ("BBOI" or the "Advisor"), which has delegated daily
portfolio management of the Portfolio to Bank of Ireland Asset Management (U.S.)
Limited ("BIAM" or the "Sub-Advisor").

The 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.

The financial statements of the Fund for the fiscal year ended
September 30, 1998, and the related Report of Independent Accountants on those
statements, are incorporated into this SAI by reference from the Fund's 1998
Annual Report to Shareholders dated September 30, 1998. A copy of that Annual
Report is available, without charge, upon request, by calling 1-800-333-1001.

JANUARY 28, 1999

<PAGE>

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

<TABLE>
- --------------------------------------------------------------------------------
Section Page Cross-references to
No. Related Disclosures
In Prospectus
- --------------------------------------------------------------------------------
Introduction 1 Table of Contents
- --------------------------------------------------------------------------------
<S> <C> <C>
1. Investment Strategies and Risks of 1 Berger Funds;
the Fund Investment Techniques,
Securities and the Associated
Risks
- --------------------------------------------------------------------------------
2. Investment Restrictions 8 Berger Funds;
Investment Techniques,
Securities and the Associated
Risks
- --------------------------------------------------------------------------------
3. Management of the Fund 10 Organization of the Berger
Funds Family
- --------------------------------------------------------------------------------
4. Investment Advisor 14 Organization of the Berger
Funds Family
- --------------------------------------------------------------------------------
5. Expenses of the Fund 17 Berger Funds;
Organization of the Berger
Funds Family; Financial
Highlights for the Berger Funds
Family
- --------------------------------------------------------------------------------
6. Brokerage Policy 20 Organization of the Berger
Funds Family
- --------------------------------------------------------------------------------
7. Purchase of Shares 21 Buying Shares; Exchanging
Shares
- --------------------------------------------------------------------------------
8. Net Asset Value 22 Your Share Price
- --------------------------------------------------------------------------------
9. Income Dividends, Capital Gains 23 Distributions and Taxes
Distributions and Tax Treatment
- --------------------------------------------------------------------------------
10. Suspension of Redemption Rights 25 Other Information About Your
Account
- --------------------------------------------------------------------------------
11. Plans and Programs 25 N/A
- --------------------------------------------------------------------------------
12. Exchange Privilege 26 Exchanging Shares
- --------------------------------------------------------------------------------
13. Performance Information 26 Financial Highlights for the
Berger Funds Family
- --------------------------------------------------------------------------------
14. Additional Information 27 Organization of the Berger
Funds Family; Special Fund
Structures
- --------------------------------------------------------------------------------
Financial Statements 32 Financial Highlights
- --------------------------------------------------------------------------------
</TABLE>

-i-

<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 STRATEGIES AND RISKS OF THE FUND

The Prospectus discusses the investment objective of the Fund and the
Portfolio and the principal investment strategies employed to achieve that
objective. It also describes the principal risks of investing in the Fund.

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
Portfolio 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 fluctuates 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
securities held by the Portfolio will generally decline. Longer-term securities
are generally more sensitive to interest rate

-1-

<PAGE>

changes and are more volatile than shorter-term securities, but they generally
offer higher yields to compensate investors for the associated risks.

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 below.

There also may be less publicly available information about foreign
issuers and securities than domestic issuers and securities, and foreign issuers
generally are not subject to accounting, auditing and financial reporting
standards, requirements and practices comparable to those applicable to domestic
issuers. Also, there is generally less government supervision and regulation of
exchanges, brokers, financial institutions and issuers in foreign countries than
there is in the U.S. Foreign financial markets typically have substantially
less volume than U.S. markets. Foreign markets also have different clearance
and settlement procedures and, in certain markets, delays or other factors could
make it difficult to effect transactions, potentially causing the Portfolio to
experience losses or miss investment opportunities.

Costs associated with transactions in foreign securities are generally
higher than with transactions in U.S. securities. The Portfolio will incur
greater costs in maintaining assets in foreign jurisdictions and in buying and
selling foreign securities generally, resulting in part from converting foreign
currencies into U.S. dollars. In addition, the Portfolio might have greater
difficulty taking appropriate legal action with respect to foreign investments
in non-U.S. courts than with respect to domestic issuers in U.S. courts, which
may heighten the risk of possible losses through the holding of securities by
custodians and securities depositories in foreign countries.

Since the Portfolio will invest in securities denominated or quoted in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect the value of the investments in its portfolio and the
unrealized appreciation or depreciation of investments insofar as U.S. investors
are concerned. If the foreign currency in which a security is denominated
appreciates against the U.S. dollar, the dollar value of the security will
increase. Conversely, a decline in the exchange rate of the foreign currency
against the U.S. dollar would adversely affect the dollar value of the foreign
securities. Foreign currency exchange rates are determined by forces of supply
and demand on the foreign exchange markets, which are in turn affected by the
international balance of payments and other economic and financial conditions,
government intervention, speculation and other factors.

PASSIVE FOREIGN INVESTMENT COMPANIES (PFICs). The Portfolio may
purchase the securities of certain companies considered Passive Foreign
Investment Companies (PFICs) under U.S. tax laws. For certain types of PFICs,
in addition to bearing their proportionate share of the Portfolio's expenses
(management fees and operating expenses), shareholders will also indirectly

-2-

<PAGE>

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.

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. As described in the Prospectus, the Portfolio
is authorized to make limited commitments in certain foreign currency 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 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.

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<PAGE>

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 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.

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<PAGE>

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.

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 this SAI.

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.

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<PAGE>

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

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

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<PAGE>

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
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.

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<PAGE>

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 opportunity 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 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. The portfolio turnover rate of the Portfolio is
shown in the Financial Highlights table in the Prospectus. 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.

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<PAGE>

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 (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.

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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
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 Fund is supervised by trustees who are responsible for major
decisions about the Fund's policies and overall Fund oversight. The Fund's
board hires the companies that run day-to-day Fund operations, such as the
investment advisor, administrator, transfer agent and custodian.

The trustees and executive officers of the Fund are listed below,
together with information which includes their principal occupations during the
past five years and other principal business affiliations.

MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman, MT 59717,
DOB: 1937. 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,
DOB: 1942. 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 Co-Chief Executive
Officer on the Management Committee of BBOI Worldwide LLC since
November 1996. President and a director of West Side Investments,
Inc. (investments), a wholly-owned subsidiary of DST Systems,

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<PAGE>

Inc., since February 1998. Formerly, a Vice President of DST Systems,
Inc. (data processing) from July 1995 to February 1998; 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, DOB: 1928.
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, DOB: 1925. Director and, formerly, President (1974-1994) of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust since its inception in August 1993
(Chairman of the Trustees through November 1994). Trustee of Berger
Institutional Products Trust since its inception in October 1995.
Trustee of Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust since their inception in May 1996. Trustee of Berger
Omni Investment Trust since February 1997. Chairman (since 1994) and
a Director (since 1973) and, formerly, President (1973-1994) of Berger
Associates.

LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, DOB: 1925. 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, 672 South Gaylord, Denver, CO 80209, DOB: 1945.
Managing Principal, Sovereign Financial Services, Inc. (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 , 20 Horseneck Lane, Greenwich, CT 06830, DOB: 1947.
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.

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<PAGE>

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, DOB:
1933. 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.

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135, DOB: 1928.
President, Santa Clara LLC (cattle company), 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.

*JANICE M. TEAGUE, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1954. Vice President and Secretary (since November 1998) and
Assistant Secretary (September 1996 to November 1998) of the Berger
Funds. Vice President (since December 1997) and Assistant Secretary
(September 1996 through December 1997) with Berger Associates. Vice
President and Secretary with Berger Distributors, Inc., since August
1998. Formerly, self-employed as a business consultant from June 1995
through September 1996, Secretary of the Janus Funds from January 1990
to May 1995 and Assistant Secretary of Janus Capital Corporation from
October 1989 to May 1995.

*DAVID J. SCHULTZ, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1950. Vice President and Treasurer (since November 1998) and
Assistant Treasurer (September 1996 to November 1998) of the Berger
Funds. Vice President (since February 1997) and Controller (since
August 1994) with Berger Associates. Chief Financial Officer and
Treasurer (since May 1996), Assistant Secretary (since August 1998)
and Secretary (May 1996 to August 1998) with Berger Distributors, Inc.
Formerly, Partner with Smith, Brock & Gwinn (accounting firm) from
January 1984 to August 1994.

*BRIAN S. FERRIE, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1958. Vice President of the Berger Funds since November 1998.
Vice President (since February 1997) and Chief Compliance Officer
(since August 1994) with Berger Associates. Chief Compliance Officer
with Berger Distributors, Inc., since May 1996. Formerly, Compliance
Officer with United Services Advisor, Inc., from January 1988 to July
1994, and Director of Internal Audit of United Services Funds from
January 1987 to July 1994.

*JOHN PAGANELLI, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1967. Assistant Treasurer of the Berger Funds since November
1998. Vice President (since November 1998) and Manager of Accounting
(January 1997 through November 1998) with Berger Associates.
Formerly, manager of Accounting (December 1994 through October 1996)
and Senior Accountant (November 1991 through December 1994) with
Palmeri Fund Administrators, Inc.

________________

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

-12-

<PAGE>

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, 1998, for each trustee of the Trust
and of the other Berger Funds.

<TABLE>
<CAPTION>
NAME AND POSITION WITH AGGREGATE AGGREGATE
BERGER FUNDS COMPENSATION COMPENSATION
FROM FROM
THE FUND(1) ALL BERGER
FUNDS(2)
- ----------------------------------------------------------------------------
<S> <C> <C>
Dennis E. Baldwin(3) $ 2,378 $ 47,000
- ----------------------------------------------------------------------------
William M.B. Berger(3),(4) $ 0 $ 0
- ----------------------------------------------------------------------------
Louis R. Bindner(3) $ 2,357 $ 46,400
- ----------------------------------------------------------------------------
Katherine A. Cattanach(3) $ 2,378 $ 47,000
- ----------------------------------------------------------------------------
Lucy Black Creighton(3),(7) $ 277 $ 8,200
- ----------------------------------------------------------------------------
Denis Curran(4),(6) $ 0 $ 0
- ----------------------------------------------------------------------------
Paul R. Knapp(3) $ 2,378 $ 47,000
- ----------------------------------------------------------------------------
Gerard M. Lavin(3),(4),(5) $ 0 $ 0
- ----------------------------------------------------------------------------
Harry T. Lewis(3) $ 2,378 $ 47,000
- ----------------------------------------------------------------------------
Michael Owen(3) $ 2,884 $ 57,000
- ----------------------------------------------------------------------------
William Sinclaire(3) $ 2,357 $ 46,400
- ----------------------------------------------------------------------------
</TABLE>

(1) Trustee compensation is paid by Worldwide Portfolios to its trustees and
borne indirectly pro rata by the Fund and the other mutual funds invested in the
Portfolio.

(2) Includes the Berger 100 Fund, the Berger Growth and Income Fund, the Berger
Investment Portfolio Trust (five series), the Berger Institutional Products
Trust (four series), the Berger/BIAM Worldwide Portfolios Trust (one series),
the Berger/BIAM Worldwide Funds Trust (three series) and the Berger Omni
Investment Trust (one series). Aggregate compensation figures do not include
first-year estimates for the Berger Mid Cap Value Fund, a series of the Berger
Investment Portfolio Trust which commenced operations in August 1998. Of the
aggregate amounts shown for each director/trustee, the following amounts were
deferred under applicable deferred compensation plans: Dennis E. Baldwin
$36,100; Louis R. Bindner $3,638; Katherine A. Cattanach $45,202; Lucy Black
Creighton $6,280; Michael Owen $10,276; William Sinclaire $14,898.

(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.

-13-

<PAGE>

(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.

As of November 18, 1998, the officers and trustees of the Trust as a
group owned 1.68% of the outstanding shares of the International Equity Fund and
less than 1% of the outstanding shares of the Trust.

4. INVESTMENT ADVISOR AND SUB-ADVISOR

INVESTMENT ADVISOR

The investment advisor to the Portfolio is BBOI Worldwide LLC (the
"Advisor" or "BBOI Worldwide"), 210 University Boulevard, 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.

The Advisor is a Delaware limited liability company formed in 1996.
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 is a wholly-owned subsidiary of Kansas City Southern
Industries, Inc. ("KCSI"). 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

-14-

<PAGE>

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.
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 $33 billion as of September 30, 1998.

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 BIAM, 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, BIAM will not take into
consideration whether an issuer of securities proposed for purchase or sale by
the Portfolio is a customer of Bank of Ireland or its affiliates.

The 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 Fund contemplated by the
Sub-Advisory Agreement between BBOI Worldwide and BIAM consistent with the
Glass-Steagall Act and other applicable banking laws and regulations. However,
future changes in either Federal or state statutes and regulations concerning
the permissible activities of banks and their affiliates, as well as future
judicial or administrative decisions or interpretations of present and future
statutes and regulations, might prevent BIAM from continuing to perform those
services for the Fund. If the circumstances described above should change, the
trustees of the Fund and the Portfolio would review the relationships with BIAM
and consider taking all actions appropriate under the circumstances.

INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT

Under the Investment Advisory Agreement between the Advisor and
Berger/BIAM Worldwide Portfolios Trust with respect to the Portfolio, the
Advisor oversees, evaluates and monitors the investment advisory services
provided to the Portfolio by the Sub-Advisor and is responsible for furnishing
general business management and administrative services to the Portfolio. Under
the Investment Advisory Agreement for the Portfolio, the Advisor is compensated
for its services to the Portfolio by the payment of a fee at the annual rate of
0.90% of the average daily net assets of the Portfolio. The Fund bears a pro
rata portion of the fee paid by the Portfolio to the Advisor. The Investment
Advisory Agreement provides that the Advisor shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any investment or
for any act or omission taken with respect to the Portfolio, except for willful
misfeasance, bad faith or gross negligence in the performance of its duties, or
by reason of reckless disregard of its obligations and duties thereunder and
except to the extent otherwise provided by law.

Under a written agreement, the Portfolio's Advisor waives its
investment advisory fee to the extent that the Portfolio's annual 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. The agreement may not be terminated without the prior written
consent of the Portfolio by a vote of its Board of Trustees. Any such 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.

-15-

<PAGE>

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 provides
that the Sub-Advisor shall not be liable for any error of judgment or mistake of
law or for any loss arising out of any investment or for any act or omission
taken with respect to the Portfolio, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties thereunder and except to the extent
otherwise provided by law.

The Sub-Advisory Agreement will continue in effect until April 1999,
and thereafter from year to year if such continuation is specifically approved
at least annually by the trustees or by vote of a majority of the outstanding
shares of the Portfolio and in either case by vote of a majority of the trustees
of Worldwide Portfolios who are not "interested persons" (as that term is
defined in the Investment Company Act of 1940) of the Portfolio or the Advisor
or the Sub-Advisor. The Sub-Advisory Agreement is subject to termination by the
Portfolio, the Advisor or the Sub-Advisor on 60 days' written notice, and
terminates automatically in the event of its assignment and in the event of
termination of the Investment Advisory Agreement.

TRADE ALLOCATIONS

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

RESTRICTIONS ON PERSONAL TRADING

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

-16-

<PAGE>

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

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.

-17-

<PAGE>

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, 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 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"), 801 Pennsylvania, 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

-18-

<PAGE>
fees of Berger Associates, IFTC and DST are all paid by the Advisor.
Approximately 41% of the outstanding shares of DST are owned by KCSI, which also
owns all 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 total dollar amounts of advisory fees
paid by the Portfolio to BBOI Worldwide for the periods indicated and the amount
of such fees waived on account of excess expenses under applicable expense
limitations:

BERGER/BIAM INTERNATIONAL PORTFOLIO

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Advisory Fee TOTAL
September 30, Advisory Fee Waiver
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
1998 $1,531,000 $(61,000) $1,470,000
- --------------------------------------------------------------------------------
1997* $ 560,000 $(61,000) $ 499,000
- --------------------------------------------------------------------------------
</TABLE>
* Covers period from October 11, 1996 (commencement of operations of the
Portfolio) through the end of the Portfolio's first fiscal year on September
30, 1997. The investment advisory fee is paid by the Portfolio and is borne
indirectly pro rata by the Fund and the other mutual funds invested in the
Portfolio.

In addition, the Fund paid BBOI Worldwide the following amounts for
its services under the Administrative Services Agreement.

INTERNATIONAL EQUITY FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended September 30, Administrative Service Fee
- --------------------------------------------------------------------------------
<S> <C>
1998 $ 7,000
- --------------------------------------------------------------------------------
1997* $13,000
- --------------------------------------------------------------------------------
</TABLE>

* Covers period from October 11, 1996 (commencement of operations of the Fund)
through the end of the Fund's first fiscal year on September 30, 1997.

All of IFTC's fees are subject to reduction pursuant to an agreed
formula for certain earnings credits on the cash balances maintained with it as
custodian. Earnings credits received by

-19-

<PAGE>

the Portfolio are disclosed on the Portfolio's Statement of Operations in the
Annual Report incorporated by reference into this Statement of Additional
Information.

OTHER EXPENSE INFORMATION

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. DSTS
may be considered an affiliate of Berger Associates due to the ownership
interest of KCSI in both DSTS and Berger Associates.

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.

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 during the past two fiscal years were as
follows:

BROKERAGE COMMISSIONS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Fiscal Year Fiscal Year
Ended Ended
September 30, September 30,
1998 1997(2)
- --------------------------------------------------------------------------------
<S> <C> <C>
Berger/BIAM International Portfolio(1) $225,000 $234,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>

(1) These are brokerage commissions paid by the Portfolio in which all the
Fund's investable assets are invested. Commissions paid the Portfolio are borne
indirectly pro rata by the Fund and the other mutual funds invested in the
Portfolio.

(2) 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.

-20-

<PAGE>

Such services could include computerized on-line stock quotation systems and
related data feeds from stock exchanges, computerized trade order entry,
execution and confirmation systems, fundamental and technical analysis data and
software, broker and other third-party equity research, computerized stock
market and business news services, economic research, account performance data
and computer hardware used for the receipt of electronic research services.

Any research services the Sub-Advisor may receive from brokers could
be helpful to the Sub-Advisor in performing its investment advisory
responsibilities to the Portfolio, but they are not essential, and the
availability of such services from brokers does not reduce the responsibility of
the Sub-Advisor's advisory personnel to analyze and evaluate the securities in
which the Portfolio invests. Any 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.

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, the Sub-Advisor may also
consider payments made by brokers to the Portfolio or the Fund or to other
persons on behalf of the Portfolio or the Fund for services provided to the
Portfolio or Fund for which it would otherwise be obligated to pay, such as
transfer agency fees. 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:

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<PAGE>

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.

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

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.

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<PAGE>

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
or are not representative of market value may be valued at fair values
determined in good faith pursuant to consistently applied procedures established
by the trustees. Examples would be when events occur that materially affect the
value of a security at a time when the security is not trading or when the
securities are illiquid.

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 may be valued at
their fair value as determined in good faith pursuant to consistently applied
procedures established by the trustees.

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

9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

This discussion summarizes certain 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
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 an allocable 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 will 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.

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In general, net capital gains from assets held by the Fund for more
than 12 months will be subject to a maximum tax rate of 20% and net capital
gains from assets held for 12 months or less will be taxed as ordinary income.
Distributions will be subject to these capital gains rates, regardless of how
long a shareholder has held Fund shares.

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.

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.

If a shareholder has elected to receive dividends and/or capital gain
distributions in cash and the U.S. Postal 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 redemption of their Fund shares. In general, redemptions 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 Portfolio 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 Portfolio to
incur tax and IRS interest charges. However, the Portfolio may be eligible to
elect one of two alternative tax treatments with respect to PFIC shares which
would avoid these taxes and charges, but also may affect, among other things,
the amount and character of gain or loss and the timing of the recognition of
income with respect to PFIC shares. Accordingly, the amounts, character and
timing of income distributed to shareholders of the Portfolio holding PFIC
shares may differ substantially as compared to a fund that did not invest in
PFIC shares.

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<PAGE>

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 Portfolio. If the Portfolio enters into a transaction (such
as a "short sale against the box") 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.

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 nonprofit organizations. For information about
establishing a Berger Funds IRA, Roth IRA, profit-sharing or money purchase
pension plan, 403(b) Custodial Account, SEP-IRA, SIMPLE IRA account or other
retirement plans, please call 1-800-706-0539 or write to The Berger Funds c/o
Berger Associates, P.O. Box 5005, Denver, CO 80217. Trustees for existing
401(k) or other plans interested in using Fund shares as an investment or
investment alternative in their plans are invited to call 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.

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<PAGE>

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 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

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., or
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 Standard & Poor's 500 Stock Index, the
Dow Jones Industrial Average, the Morgan Stanley Capital International EAFE
(Europe, Australasia, Far East) Index, the Dow Jones World 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.

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

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).

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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 on October 11, 1996, 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. 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).

For the 1-year, 3-year and 5-year periods ended September 30, 1998,
and for the period from July 31, 1989 (inception of the Pool) through September
30, 1998, the average annual total returns for the Fund were (7.77)%, 6.36%,
8.64% and 11.26%, 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
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.
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.

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

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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.

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
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.

CORPORATE GOVERNANCE INFORMATION

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 Trust so request, a special shareholders' meeting of the Trust
will be held for the purpose of considering the removal of a trustee. 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.

Shareholders of the Fund and, where applicable, the other series of
the Trust, generally vote separately on matters relating to those respective
series, although they vote together and with the holders of any other series of
the Trust 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.

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Shares of the Fund have no preemptive rights. There are no sinking
funds or arrearage provisions which may affect the rights of the Fund shares.
Fund shares have no subscription rights or conversion rights. Shares of the
Fund may be transferred by endorsement, or other customary methods, but the Fund
is not bound to recognize any transfer until it is recorded on its books.

MORE INFORMATION ON SPECIAL FUND STRUCTURE

MASTER/FEEDER. 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 Berger/BIAM International Portfolio (referred to as a
master fund). This two-tier structure is commonly 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.
The master/feeder fund structure is still relatively new and lacks a substantial
history.

In addition to selling a beneficial interest to the Fund, the
Portfolio may sell beneficial interests to other mutual funds or institutional
investors (that is, other feeder funds). Such investors will invest in the
Portfolio on the same terms and conditions and will pay their proportionate
share of the Portfolio's expenses. However, the other investors investing in
the Portfolio are not required to issue their shares at the same public offering
price as the Fund due to potential differences in expense structures.
Accordingly, investors in the Fund should be aware that these differences may
result in differences in returns experienced by investors in the different funds
that invest in the Portfolio. Such differences in returns are common in this
type of mutual fund structure and are also present in other mutual fund
structures. Information concerning other investors in the Portfolio (for
example, other feeder funds) is available from the Fund at 1-800-706-0539.
Shareholders willing to maintain an account balance of not less than$1,000,000
may want to consider the Berger/BIAM International CORE Fund or the Berger/BIAM
International Fund with a minimum balance requirement of $2,000, which are both
other feeder funds that, like the Fund, invest all of their investable assets in
the Portfolio.

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

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.

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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.

The trustees of the Berger/BIAM Worldwide Funds Trust and the
Berger/BIAM Worldwide Portfolios Trust are the same individuals. A majority of
the trustees of each of those Trusts who are not "interested persons" (as
defined in the Investment Company Act of 1940) of either Trust 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
Trusts, up to and including creating a new board of trustees for one or the
other of the Trusts.

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. David J. Schultz, Chief Financial
Officer, Assistant Secretary and Treasurer of the Distributor, is also Vice
President and Treasurer of the Trust. Janice M. Teague, Vice President and
Secretary of the Distributor, is also Vice President and Secretary of the Trust.
Brian Ferrie, Vice President and Chief Compliance Officer of the Distributor, is
also Vice President of the Trust.

The Trust, on behalf of the Fund, and the Distributor are parties to a
Distribution Agreement that continues until April 30, 1999, 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 SHAREHOLDERS

Insofar as the management of the Fund is aware, as of November 16,
1998, no person owned, beneficially or of record, more than 5% of the
outstanding shares of the Fund, except for the following:

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SEI Trust Co. 37.63%(2)
FBO The Trust Co.
One Freedom Valley Dr.
Oaks, PA 19456
- --------------------------------------------------------------------------------

</TABLE>

(1) In addition, Citizens Bank New Hampshire holds of record 5.50% of the
Berger/BIAM International CORE Fund, another series of the Trust, which together
with its shares of the Fund, constitute 6.56% of the Trust's total outstanding
shares.

(2) Constitutes 1.57% of the Trust's total outstanding shares.

In addition, the following shareholders own shares of other funds
(series) of the Trust constituting more than 5% of the total outstanding shares
of the Trust:

- --------------------------------------------------------------------------------
OWNER PERCENTAGE OF THE FUND
- --------------------------------------------------------------------------------
<S> <C>
Charles Schwab & Co., Inc. 23.58%
101 Montgomery Street
San Francisco, CA 94104
- --------------------------------------------------------------------------------
Atlantic Trust Co. NA 11.60%
Nominee Account
100 Federal St., Fl. 37
Boston, MA 02110
- --------------------------------------------------------------------------------
Marshall & Ilsley Trust Co. 6.20%
1000 N. Water St., Fl. 14
Milwaukee WI 53202
- --------------------------------------------------------------------------------
Boston Harbor Trust co. NA 10.49%
Nominee Account
100 Federal St., 37th Fl.
Boston, MA 02110
- --------------------------------------------------------------------------------
Wachovia Bank NA, Trustee 6.81%
P.O. Box 100
West Point, VA 23181
- --------------------------------------------------------------------------------

</TABLE>

OTHER INFORMATION

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.

Davis, Graham & Stubbs LLP, 370 Seventeenth Street, Denver, Colorado,
has acted as counsel for the Trust and the Fund.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 950 Seventeenth Street, Denver, Colorado,
acted as independent accountants for the Fund for the period ended September 30,
1998. In that capacity, PricewaterhouseCoopers LLP audited the financial
statements of the Fund referenced below under "Financial Information" and
assisted the Fund in connection with the preparation of its 1998 income tax
returns.

-31-

<PAGE>

FINANCIAL INFORMATION

The following financial statements are incorporated herein by
reference from the Annual Report on the Fund dated September 30, 1998, in each
case along with the Report of Independent Accountants thereon dated October 30,
1998:

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

Statement of Assets and Liabilities as of September 30, 1998

Statement of Operations for the Fiscal Year Ended September 30, 1998

Statement of Changes in Net Assets for the Fiscal Year Ended September 30,
1998, and for the Period October 11, 1996 (Commencement of Investment
Operations) to September 30, 1997

Notes to Financial Statements, September 30, 1998

Financial Highlights for the Fiscal Year Ended September 30, 1998, and for
the Period October 11, 1996 (Commencement of Investment Operations) to
September 30, 1997.

For Berger/BIAM International Portfolio:

Schedule of Investments as of September 30, 1998

Statement of Assets and Liabilities as of September 30, 1998

Statement of Operations for the Fiscal Year Ended September 30, 1998

Statement of Changes in Net Assets for the Fiscal Year Ended September 30,
1998, and for the Period October 11, 1996 (Commencement of Investment
Operations) to September 30, 1997

Ratios/Supplemental Data for the Fiscal Year Ended September 30, 1998, and
for the Period October 11, 1996 (Commencement of Investment Operations) to
September 30, 1997

Notes to Financial Statements, September 30, 1998.

The above-referenced Annual Report is enclosed with a copy of this SAI.
Additional copies of that Annual Report may be obtained upon request without
charge by calling the Fund at 1-800-333-1001.

-32-

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

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<PAGE>

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.

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.

-34-

<PAGE>

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.

-35-

<PAGE>

BERGER/BIAM INTERNATIONAL CORE FUND
(a series of Berger/BIAM Worldwide Funds Trust)

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 relates to the Prospectus
describing the Fund, dated January 28, 1999, as it may be amended or
supplemented from time to time, 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 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. The minimum initial investment for shares of
the Fund is $1,000,000.

The financial statements of the Fund for the fiscal year ended September
30, 1998, and the related Report of Independent Accountants on those statements,
are incorporated into this SAI by reference from the Fund's 1998 Annual Report
to Shareholders dated September 30, 1998. A copy of that Annual Report is
available, without charge, upon request, by calling 1-800-333-1001.

JANUARY 28, 1999

<PAGE>

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

<TABLE>
<CAPTION>
SECTION PAGE NO. CROSS-REFERENCES TO
RELATED DISCLOSURES
IN PROSPECTUS
- --------------------------------------------- ------- ------------------------------------------
<S> <C> <C>
Introduction 1 Table of Contents
1. Investment Strategies and Risks of the Fund 1 Berger Funds;
Investment Techniques, Securities and
the Associated Risks

2. Investment Restrictions 8 Berger Funds;
Investment Techniques, Securities and
the Associated Risks

3. Management of the Fund 10 Organization of the Berger Funds Family

4. Investment Advisor 14 Organization of the Berger Funds Family

5. Expenses of the Fund 17 Berger Funds;
Organization of the Berger Funds
Family; Financial Highlights for the
Berger Funds Family

6. Brokerage Policy 20 Organization of the Berger Funds Family

7. Purchase of Shares 22 Buying Shares; Exchanging Shares

8. Net Asset Value 22 Your Share Price

9. Income Dividends, Capital Gains Distributions 23 Distributions and Taxes
and Tax Treatment

10. Suspension of Redemption Rights 25 Other Information About Your Account

11. Plans and Programs 26 N/A

12. Exchange Privilege 26 Exchanging Shares

13. Performance Information 26 Financial Highlights for the Berger Funds Family

14. Additional Information 27 Organization of the Berger Funds
Family; Special Fund Structures

Financial Statements 32 Financial Highlights
</TABLE>

-i-
<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 STRATEGIES AND RISKS OF THE FUND

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 Portfolio 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 fluctuates 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 securities held by the

-1-
<PAGE>

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.

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 below.

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.

PASSIVE FOREIGN INVESTMENT COMPANIES (PFICs). The Portfolio may purchase
the securities of certain companies considered Passive Foreign Investment
Companies (PFICs) under U.S.

-2-
<PAGE>

tax laws. For certain types of PFICs, 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 foreign currency 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 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.

-3-
<PAGE>

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.

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

-4-
<PAGE>

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.

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 this SAI.

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.

-5-
<PAGE>

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

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

-6-
<PAGE>

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 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.

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

-7-
<PAGE>

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 opportunity 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 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. The portfolio turnover rate of the Portfolio is shown
in the Financial Highlights table in the Prospectus. 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

-8-
<PAGE>

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:

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

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

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

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

-9-
<PAGE>

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 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 Fund are listed below, together
with information which includes their principal occupations during the past five
years and other principal business affiliations.

-10-

<PAGE>

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,
DOB: 1942. 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 Co-Chief Executive
Officer on the Management Committee of BBOI Worldwide LLC since
November 1996. President and a director of West Side Investments,
Inc. (investments), a wholly-owned subsidiary of DST Systems, Inc.,
since February 1998. Formerly, a Vice President of DST Systems, Inc.
(data processing) from July 1995 to February 1998; 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.

* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900, Denver, CO
80206, DOB: 1925. Director and, formerly, President (1974-1994) of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust since its inception in August 1993
(Chairman of the Trustees through November 1994). Trustee of Berger
Institutional Products Trust since its inception in October 1995.
Trustee of Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust since their inception in May 1996. Trustee of Berger
Omni Investment Trust since February 1997. Chairman (since 1994) and
a Director (since 1973) and, formerly, President (1973-1994) of Berger
Associates.

-11-

<PAGE>

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, DOB:
1945. 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). Since February
1998, Vice President and a director of West Side Investments, Inc.
(investments), a wholly-owned subsidiary of DST Systems, Inc.
Previously (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.

* JANICE M. TEAGUE, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1954. Vice President and Secretary (since November 1998) and
Assistant Secretary (September 1996 to November 1998) of the Berger
Funds. Vice President (since December 1997) and Assistant Secretary
(September 1996 through December 1997) with Berger Associates. Vice
President and Secretary with Berger Distributors, Inc., since August
1998. Formerly, self-employed as a business consultant from June 1995
through September 1996, Secretary of the Janus Funds from January 1990
to May 1995 and Assistant Secretary of Janus Capital Corporation from
October 1989 to May 1995.

* DAVID J. SCHULTZ, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1950. Vice President and Treasurer (since November 1998) and
Assistant Treasurer (September 1996 to November 1998) of the Berger
Funds. Vice President (since February 1997) and Controller (since
August 1994) with Berger Associates. Chief Financial Officer and
Treasurer (since May 1996), Assistant Secretary (since August 1998)
and Secretary (May 1996 to August 1998) with Berger Distributors, Inc.
Formerly, Partner with Smith, Brock & Gwinn (accounting firm) from
January 1984 to August 1994.

-12-
<PAGE>

Compliance Officer with Berger Distributors, Inc., since May 1996.
Formerly, Compliance Officer with United Services Advisor, Inc., from
January 1988 to July 1994, and Director of Internal Audit of United
Services Funds from January 1987 to July 1994.

* JOHN PAGANELLI, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1967. Assistant Treasurer of the Berger Funds since November
1998. Vice President (since November 1998) and Manager of Accounting
(January 1997 through November 1998) with Berger Associates.
Formerly, manager of Accounting (December 1994 through October 1996)
and Senior Accountant (November 1991 through December 1994) with
Palmeri Fund Administrators, Inc.

________________
* 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, 1998, for each trustee of the Trust
and of the other Berger Funds.

<TABLE>
<CAPTION>
NAME AND POSITION WITH AGGREGATE AGGREGATE
BERGER FUNDS COMPENSATION COMPENSATION
FROM FROM
THE FUND(1) ALL BERGER
FUNDS(2)
- ------------------------------- ------------- -------------
<S> <C> <C>
Dennis E. Baldwin(3) $2,378 $45,100
William M.B. Berger(3),(4) $ 0 $ 0
Louis R. Bindner(3) $2,357 $41,200
Katherine A. Cattanach(3) $2,378 $45,100
Lucy Black Creighton(3),(7) $ 277 $41,244
Denis Curran(4),(6) $ 0 $ 0
Paul R. Knapp(3) $2,378 $43,300
Gerard M. Lavin(3),(4),(5) $ 0 $ 0
Harry T. Lewis(3) $2,378 $43,300
Michael Owen(3) $2,884 $54,767
William Sinclaire(3) $2,357 $39,700
</TABLE>

-13-
<PAGE>

(1) Trustee compensation is paid by Worldwide Portfolios to its trustees and
borne indirectly pro rata by the Fund and the other mutual funds invested in the
Portfolio.

(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.

As of November 18, 1998, the current officers and trustees of the Fund as a
group owned of record or beneficially less than 1% of the outstanding shares of
the Fund and the Trust.

4. INVESTMENT ADVISOR AND SUB-ADVISOR

INVESTMENT ADVISOR

The Advisor is a Delaware limited liability company formed in 1996. The
Advisor is a joint venture between Berger Associates, Inc. ("Berger Associates")
and Bank of Ireland Asset Management (U.S.) Limited ("BIAM"), the Sub-Advisor to
the Portfolio, which have both been in the investment advisory business for many
years.

-14-
<PAGE>

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. 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 $33 billion as of September 30, 1998.

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 Fund contemplated by the
Sub-Advisory Agreement between BBOI Worldwide and BIAM consistent with the
Glass-Steagall Act and other applicable banking laws and regulations.
However, future changes in either Federal or state statutes and regulations
concerning the permissible activities of banks and their affiliates, as well
as future judicial or administrative decisions or interpretations of present
and future statutes and regulations, might prevent BIAM from continuing to
perform those services for the Fund. If the circumstances described above
should change, the trustees of the Fund and the Portfolio would review the
relationships with BIAM and consider taking all actions appropriate under the
circumstances.

INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT

Under the Investment Advisory Agreement between the Advisor and Berger/BIAM
Worldwide Portfolios Trust with respect to the Portfolio, the Advisor oversees,
evaluates and monitors the investment advisory services provided to the
Portfolio by the Sub-Advisor and is responsible for furnishing general business
management and administrative services to the Portfolio. Under the Investment
Advisory Agreement for the Portfolio, the Advisor is compensated for its
services to the Portfolio by the payment of a fee at the annual rate of 0.90% of
the average daily net assets of the Portfolio. The Fund bears a pro rata
portion of the fee paid by the Portfolio to the Advisor. The Investment
Advisory Agreement provides that the Advisor shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any investment or
for any act or omission taken with respect to the Portfolio, except for willful
misfeasance, bad faith or gross

-15-
<PAGE>

negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties thereunder and except to the extent
otherwise provided by law.

Under a written agreement, the Portfolio's Advisor waives its investment
advisory fee to the extent that the Portfolio's annual 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.
The agreement may not be terminated without the prior written consent of the
Portfolio by a vote of its Board of Trustees. Any such reduction in the advisory
fee paid by the Portfolio will also reduce the pro rata share of the advisory
fee borne indirectly by the Fund.

The Investment Advisory Agreement will continue in effect until April 1999,
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 provides
that the Sub-Advisor shall not be liable for any error of judgment or mistake of
law or for any loss arising out of any investment or for any act or omission
taken with respect to the Portfolio, except for willful misfeasance, bad faith
or gross negligence in the performance of its duties, or by reason of reckless
disregard of its obligations and duties thereunder and except to the extent
otherwise provided by law.

The Sub-Advisory Agreement will continue in effect until April 1999, 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

-16-
<PAGE>

of the position obtained or liquidated, the Sub-Advisor will aggregate orders
if it believes that coordination of orders and the ability to participate in
volume transactions will result in the best overall combination of net price
and execution.

RESTRICTIONS ON PERSONAL TRADING

The Advisor's Code, which is substantially similar to the Code of Ethics
adopted by Berger Associates, permits its covered persons to purchase and sell
securities for their own accounts in accordance with provisions governing
personal investing. The Code requires all covered persons to conduct their
personal securities transactions in a manner which does not operate adversely to
the interests of the Fund or the Portfolio 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.

5. EXPENSES OF THE FUND

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<PAGE>

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.

Under a written agreement, the Portfolio's Advisor waives its investment
advisory fee to the extent that the Portfolio's annual 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.
The agreement may not be terminated without the prior written consent of the
Portfolio by a vote of its Board of Trustees. Any such 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

-18-
<PAGE>

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"), 801 Pennsylvania, 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 41% of
the outstanding shares of DST are owned by KCSI, which also owns all 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 total dollar amounts of advisory fees paid by
the Portfolio to BBOI Worldwide for the periods indicated and the amount of such
fees waived on account of excess expenses under applicable expense limitations:

BERGER/BIAM INTERNATIONAL PORTFOLIO

<TABLE>
<CAPTION>
Fiscal Year Ended Investment Advisory Fee TOTAL
September 30, Advisory Fee Waiver
- ----------------- ------------ ------------ --------
<S> <C> <C> <C>
1998 $1,531,000 $(61,000) $1,470,000
1997* $ 560,000 $(61,000) $ 499,000
</TABLE>

* Covers period from October 11, 1996 (commencement of operations of the
Portfolio) through the end of the Portfolio's first fiscal year on September
30, 1997. The investment advisory fee is paid by the Portfolio and is borne
indirectly pro rata by the Fund and the other mutual funds invested in the
Portfolio.

In addition, the Fund paid BBOI Worldwide the following amounts for its
services under the Administrative Services Agreement.

-19-
<PAGE>

BERGER/BIAM INTERNATIONAL CORE FUND
<TABLE>
<CAPTION>
Fiscal Year Ended September 30, Administrative Service Fee
- ------------------------------- ---------------------------
<S> <C>
1998 $114,000
1997* $ 43,000
</TABLE>

* Covers period from October 11, 1996 (commencement of operations of the Fund)
through the end of the Fund's first fiscal year on September 30, 1997.

All of IFTC's fees are subject to reduction pursuant to an agreed formula
for certain earnings credits on the cash balances maintained with it as
custodian. Earnings credits received by the Portfolio are disclosed on the
Portfolio's Statement of Operations in the Annual Report incorporated by
reference into this Statement of Additional Information.

OTHER EXPENSE INFORMATION

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. DSTS may be considered an affiliate of Berger Associates
due to the ownership interest of KCSI in both DSTS and Berger Associates.

DISTRIBUTOR

6. BROKERAGE POLICY

BROKERAGE COMMISSIONS

<TABLE>
<CAPTION>
Fiscal Year Fiscal Year
Ended Ended
September 30, September 30,
1998 1997(2)
------------- ---------------
<S> <C> <C>
Berger/BIAM International Portfolio(1) $225,000 $234,000
</TABLE>

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

-20-
<PAGE>

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

In accordance with these provisions, the Sub-Advisor may place portfolio
brokerage business of the Portfolio with brokers who provide useful research
services to the Sub-Advisor. Such services could include computerized on-line
stock quotation systems and related data feeds from stock exchanges,
computerized trade order entry, execution and confirmation systems, fundamental
and technical analysis data and software, broker and other third-party equity
research, computerized stock market and business news services, economic
research, account performance data and computer hardware used for the receipt of
electronic research services.

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

The trustees of Worldwide Portfolios have authorized portfolio
transactions to be placed on an agency basis through DST Securities, Inc.
("DSTS"), a wholly-owned broker-dealer subsidiary of DST. When transactions
are effected through DSTS, the commission received by DSTS is credited
against, and thereby reduces, certain operating expenses that the Portfolio
would otherwise be obligated to pay. No portion of the commission is
retained by DSTS. DSTS may be considered an affiliate of Berger Associates
due to the ownership interest of KCSI in both DSTS and Berger Associates.

-21-
<PAGE>

consider payments made by brokers to the Portfolio or the Fund or to other
persons on behalf of the Portfolio or the Fund for services provided to the
Portfolio or Fund for which it would otherwise be obligated to pay, such as
transfer agency fees. 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

<TABLE>
<S> <C>
Minimum Initial Investment $1,000,000.00
</TABLE>

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.

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>

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 or are not representative
of market value may be valued at fair values determined in good faith pursuant
to consistently applied procedures established by the trustees. Examples would
be when events occur that materially affect the value of a security at a time
when the security is not trading or when the securities are illiquid.

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 may be valued at
their fair value as determined in good faith pursuant to consistently applied
procedures established by the trustees.

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

9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

This discussion summarizes certain 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.

-23-
<PAGE>

The Trust anticipates that (1) the Portfolio will be treated for 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 an allocable 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 will 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 12
months will be subject to a maximum tax rate of 20% and net capital gains from
assets held for 12 months or less will be taxed as ordinary income.
Distributions will be subject to these capital gains rates, regardless of how
long a shareholder has held Fund shares.

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.

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.

TAX ON REDEMPTIONS OF FUND SHARES. Shareholders may be subject to tax on
the redemption of their Fund shares. In general, redemptions 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,

-24-
<PAGE>

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

INCOME FROM CERTAIN TRANSACTIONS. Some or all of the Portfolio's
investments may include transactions that are subject to special tax rules.
Gains or losses attributable to transactions in foreign currency may be treated
as ordinary income or loss. 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
Portfolio. If the Portfolio enters into a transaction (such as a "short sale
against the box") 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.

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-

-25-
<PAGE>

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 nonprofit organizations. For information about establishing a
Berger Funds IRA, Roth IRA, profit-sharing or money purchase pension plan,
403(b) Custodial Account, SEP-IRA, SIMPLE IRA account or other retirement plans,
please call 1-800-706-0539 or write to The Berger Funds c/o Berger Associates,
P.O. Box 5005, Denver, CO 80217. Trustees for existing 401(k) or other plans
interested in using Fund shares as an investment or investment alternative in
their plans are invited to call 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

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 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

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., or
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 Standard & Poor's 500
Stock Index, the Dow Jones Industrial Average, the Morgan Stanley Capital
International EAFE (Europe, Australasia, Far East) Index, the Dow Jones World
Index, the Nasdaq Composite Index, or more narrowly-based or blended indices
which reflect the market sectors in which the Fund invests.

-26-
<PAGE>

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

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)TO THE
POWER OF 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 on October 11, 1996, to a
separate "feeder" fund investing in the Portfolio which, in turn, transferred
those assets to the Portfolio in exchange for an interest in the Portfolio. As
a result of this transaction, the investment holdings in the Portfolio (in which
the Fund invests all of its investable assets) were the same as the investment
holdings in the portfolio of the Pool immediately prior to the transfer, except
for the seed capital provided by Berger Associates.

The Pool was not a registered investment company since it was exempt from
registration under the Investment Company Act of 1940. 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).

For the 1-year, 3-year and 5-year periods ended September 30, 1998, and for
the period from July 31, 1989 (inception of the Pool) through September 30,
1998, the average annual total returns for the Fund were (7.79)%, 6.44%, 9.70%
and 11.35%, 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. The name
"Berger/BIAM International CORE Fund-Registered Trademark-" was registered as a
service mark in September 1998.

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<PAGE>

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

As a result, the risk of a Berger/BIAM International 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 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 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.

-28-
<PAGE>

CORPORATE GOVERNANCE INFORMATION

Shareholders of the Fund and, where applicable, the other series of the
Trust, generally vote separately on matters relating to those respective series,
although they vote together and with the holders of any other series of the
Trust 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.

Shares of the Fund have no preemptive rights. There are no sinking funds or
arrearage provisions which may affect the rights of the Fund shares. Fund
shares have no subscription rights or conversion rights. Shares of the Fund may
be transferred by endorsement, or other customary methods, but the Fund is not
bound to recognize any transfer until it is recorded on its books.

MORE INFORMATION ON SPECIAL FUND STRUCTURE

MASTER/FEEDER. 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 Berger/BIAM International Portfolio (referred to as a master
fund). This two-tier structure is commonly 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. The
master/feeder fund structure is still relatively new and lacks a substantial
history.

In addition to selling a beneficial interest to the Fund, the Portfolio may
sell beneficial interests to other mutual funds or institutional investors (that
is, other feeder funds). Such investors will invest in the Portfolio on the
same terms and conditions and will pay their proportionate share of the
Portfolio's expenses. However, the other investors investing in the Portfolio
are not required to issue their shares at the same public offering price as the
Fund due to potential differences in expense structures. Accordingly, investors
in the Fund should be aware that these differences may result in differences in
returns experienced by investors in the different funds that invest in the
Portfolio. Such differences in returns are common in this type of mutual fund
structure and are also present in other mutual fund structures. Information
concerning other investors in the Portfolio (for example, other feeder funds) is
available from the Fund at 1-800-706-0539. Shareholders willing to maintain an
account balance of not less than$1,000,000 may want to consider the
International Equity Fund or the Berger/BIAM International Fund with a minimum
balance requirement of $2,500, which are both other feeder funds that, like the
Fund, invest all of their investable assets in the Portfolio.

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<PAGE>

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

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

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

The trustees of the Berger/BIAM Worldwide Funds Trust and the Berger/BIAM
Worldwide Portfolios Trust are the same individuals. A majority of the trustees
of each of those Trusts who are not "interested persons" (as defined in the
Investment Company Act of 1940) of either Trust 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 Trusts, up to and
including creating a new board of trustees for one or the other of the Trusts.

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. David J. Schultz, Chief Financial
Officer, Assistant Secretary and Treasurer of the Distributor, is also Vice
President and Treasurer of the Trust. Janice M. Teague, Vice President and
Secretary of the Distributor, is also Vice President and Secretary of the Trust.
Brian Ferrie, Vice President and Chief Compliance Officer of the Distributor, is
also Vice President of the Trust.

-30-
<PAGE>

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 SHAREHOLDERS

Insofar as the management of the Fund is aware, as of November 16, 1998,
no person owned, beneficially or of record, more than 5% of the outstanding
shares of the Fund, except for the following:

<TABLE>
<CAPTION>
OWNER PERCENTAGE OF THE FUND
- ---------------------------- -----------------------
<S> <C>
Charles Schwab & Co., Inc. 24.19%(1)
101 Montgomery Street
San Francisco, CA 94104

Atlantic Trust Co. NA 13.51%(2)
Nominee Account
100 Federal St., Fl. 37
Boston, MA 02110

Marshall & Ilsley Trust Co. 7.22%(3)
1000 N. Water St., Fl. 14
Milwaukee WI 53202

Boston Harbor Trust Co. NA 12.22%(4)
Nominee Account
100 Federal St., 37th Fl.
Boston, MA 02110

Wachovia Bank NA, Trustee 7.93%(5)
P.O. Box 100
West Point, VA 23181

Citizens Bank New Hampshire
870 Westminster St.
Providence, RI 02903 5.50%(6)
</TABLE>

(1) In addition, Charles Schwab & Co. Inc. holds of record 28.19% of the
Berger/BIAM International Fund, another series of the Trust, which together with
its shares of the Fund, constitute 23.58% of the Trust's total outstanding
shares.

(2) Constitutes 11.60% of the Trust's total outstanding shares.

(3) Constitutes 6.20% of the Trust's total outstanding shares.

(4) Constitutes 10.49% of the Trust's total outstanding shares.

(5) Constitutes 6.81% of the Trust's total outstanding shares.

-31-
<PAGE>

(6) In addition, Citizens Bank New Hampshire holds of record 44.16% of the
International Equity Fund, another series of the Trust, which together with its
shares of the Fund, constitute 6.56% of the Trust's total outstanding shares.

OTHER INFORMATION

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.

Davis, Graham & Stubbs LLP, 370 Seventeenth Street, Denver, Colorado, has
acted as counsel for the Trust and the Fund.

INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 950 Seventeenth Street, Denver, Colorado, acted
as independent accountants for the Fund for the period ended September 30, 1998.
In that capacity, PricewaterhouseCoopers LLP audited the financial statements of
the Fund referenced below under "Financial Information" and assisted the Fund in
connection with the preparation of its 1998 income tax returns.

FINANCIAL INFORMATION

The following financial statements are incorporated herein by reference
from the Annual Report on the Fund dated September 30, 1998, in each case along
with the Report of Independent Accountants thereon dated October 30, 1998:

For the Berger/BIAM International CORE Fund:

Statement of Assets and Liabilities as of September 30, 1998

Statement of Operations for the Fiscal Year Ended September 30, 1998

Statement of Changes in Net Assets for the Fiscal Year Ended September 30,
1998, and for the Period October 11, 1996 (Commencement of Investment
Operations) to September 30, 1997

Notes to Financial Statements, September 30, 1998

Financial Highlights for the Fiscal Year Ended September 30, 1998, and for
the Period October 11, 1996 (Commencement of Investment Operations) to
September 30, 1997.

For Berger/BIAM International Portfolio:

Schedule of Investments as of September 30, 1998

Statement of Assets and Liabilities as of September 30, 1998

Statement of Operations for the Fiscal Year Ended September 30, 1998

Statement of Changes in Net Assets for the Fiscal Year Ended September 30,
1998, and for the Period October 11, 1996 (Commencement of Investment
Operations) to September 30, 1997

-32-
<PAGE>

Ratios/Supplemental Data for the Fiscal Year Ended September 30, 1998, and
for the Period October 11, 1996 (Commencement of Investment Operations) to
September 30, 1997

Notes to Financial Statements, September 30, 1998.

The above-referenced Annual Report is enclosed with a copy of this SAI.
Additional copies of that Annual Report may be obtained upon request without
charge by calling the Fund at 1-800-333-1001.

-33-
<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
securities at certain times, thereby making it difficult to make specific
valuation determinations.

-33-
<PAGE>

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.

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

-35-
<PAGE>

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.

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

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

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

-36-
<PAGE>

BERGER/BIAM WORLDWIDE FUNDS TRUST

PART C. OTHER INFORMATION

ITEM 23. EXHIBITS

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

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

All of the investable assets 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 25. INDEMNIFICATION

Article IX, Section 2 of the Trust Instrument for Berger/BIAM
Worldwide Funds Trust (the "Trust") provides for indemnification of certain
persons acting on behalf of the Trust to the fullest extent permitted by the
law. In general, trustees, officers, employees and agents will be indemnified
against liability and against all expenses incurred by them in connection with
any claim, action, suit or proceeding (or settlement thereof) in which they
become involved by virtue of their Trust office, unless their conduct is
determined to constitute willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties, or unless it has been determined that they
have not acted in good faith in the reasonable belief that their actions were in
or not opposed to the best interests of the Trust. The Trust also may advance
money for these expenses, provided that the trustees, officers, employees or
agents undertake to repay the Trust if their conduct is later determined to
preclude indemnification. The Trust has the power to purchase insurance on
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 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

The business of BBOI Worldwide, the investment advisor of the
Portfolio, is described in the Prospectuses and in Section 4 of the Statements
of Additional Information 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 November 16, 1998), 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 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.

C-1
<PAGE>

ITEM 27. PRINCIPAL UNDERWRITERS

(a) Investment companies for which the Funds' principal underwriter
also acts as principal underwriter, depositor or investment adviser:

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 Mid Cap Value Fund
Berger Omni Investment Trust
- --Berger Small Cap Value 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/BIAM Worldwide Funds Trust
- --Berger/BIAM International Fund
- --International Equity Fund
- --Berger/BIAM International CORE Fund

(b) For Berger Distributors, Inc.:

- --------------------------------------------------------------------------------
Name Positions and Positions and
Offices with Offices with
Underwriter Registrant
- --------------------------------------------------------------------------------

David G. Mertens President, CEO and Director None

David J. Schultz Chief Financial Officer, Vice President and
Assistant Secretary and Treasurer
Treasurer

Brian Ferrie Vice President and Chief Vice President
Compliance Officer

Mark S. Sunderhuse Director None

Janice M. Teague Vice President and Vice President and
Secretary Secretary
- --------------------------------------------------------------------------------

The principal business address of each of the persons in the table
above is 210 University Blvd., Suite 900, Denver, CO 80206.

C-2
<PAGE>

ITEM 28. 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"), 801
Pennsylvania, 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 29. MANAGEMENT SERVICES

The Registrant has no management-related service contract which is not
discussed in Parts A and B of this form.

ITEM 30. UNDERTAKINGS

Not applicable.

C-3
<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 25th day of November, 1998.

BERGER/BIAM WORLDWIDE FUNDS TRUST
---------------------------------
(Registrant)

By 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
--------- ----- ----

Gerard M. Lavin President (Principal November 25, 1998
- --------------------------- Executive Officer)
Gerard M. Lavin and Trustee

David J. Schultz Vice President and November 25, 1998
- --------------------------- Treasurer (Principal
David J. Schultz Financial Officer)

John Paganelli Assistant Treasurer November 25, 1998
- --------------------------- (Principal Accounting
John Paganelli Officer)

/s/ Dennis E. Baldwin* Trustee November 25, 1998
- ---------------------------
Dennis E. Baldwin

/s/ William M.B. Berger* Trustee November 25, 1998
- ---------------------------
William M.B. Berger

C-4
<PAGE>

/s/ Louis R. Bindner* Trustee November 25, 1998
- ---------------------------
Louis R. Bindner

/s/ Katherine A. Cattanach* Trustee November 25, 1998
- ---------------------------
Katherine A. Cattanach

/s/ Paul R. Knapp* Trustee November 25, 1998
- ---------------------------
Paul R. Knapp

/s/ Harry T. Lewis, Jr.* Trustee November 25, 1998
- ---------------------------
Harry T. Lewis, Jr.

/s/ Michael Owen* Trustee November 25, 1998
- ---------------------------
Michael Owen

/s/ William Sinclaire* Trustee November 25, 1998
- ---------------------------
William Sinclaire

/s/ Denis Curran* Trustee November 25, 1998
- ---------------------------
Denis Curran

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

C-5
<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 25th day of November, 1998.

BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST
--------------------------------------
(Registrant)

By 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
--------- ----- ----

Gerard M. Lavin President (Principal November 25, 1998
- --------------------------- Executive Officer)
Gerard M. Lavin and Trustee

David J. Schultz Vice President and November 25, 1998
- --------------------------- Treasurer (Principal
David J. Schultz Financial Officer)

John Paganelli Assistant Treasurer November 25, 1998
- --------------------------- (Principal Accounting
John Paganelli Officer)

/s/ Dennis E. Baldwin* Trustee November 25, 1998
- ---------------------------
Dennis E. Baldwin

/s/ William M.b. Berger* Trustee November 25, 1998
- ---------------------------
William M.B. Berger

/s/ Louis R. Bindner* Trustee November 25, 1998
- ---------------------------
Louis R. Bindner

C-6
<PAGE>

/s/ Katherine A. Cattanach* Trustee November 25, 1998
- ---------------------------
Katherine A. Cattanach

/s/ Paul R. Knapp* Trustee November 25, 1998
- ---------------------------
Paul R. Knapp

/s/ Harry T. Lewis, Jr.* Trustee November 25, 1998
- ---------------------------
Harry T. Lewis, Jr.

/s/ Michael Owen* Trustee November 25, 1998
- ---------------------------
Michael Owen

/s/ William Sinclaire* Trustee November 25, 1998
- ---------------------------
William Sinclaire

/s/ Denis Curran* Trustee November 25, 1998
- ---------------------------
Denis Curran

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

C-7
<PAGE>

BERGER/BIAM WORLDWIDE FUNDS TRUST
EXHIBIT INDEX

N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
- ------------ -------------- ------------------------------

(1) Exhibit 23(a) Trust Instrument
(2) Exhibit 23(b) Bylaws
Exhibit 23(c) Not applicable
Exhibit 23(d) Not applicable
(3) Exhibit 23(e) Distribution Agreement between
Berger/BIAM Worldwide Funds
Trust and Berger Distributors,
Inc.
Exhibit 23(f) Not applicable
(4) Exhibit 23(g) Custody Agreement between IFTC
and Berger/BIAM Worldwide
Funds Trust
(5) Exhibit 23(h)-1 Form of Administrative
Services Agreement for
Berger/BIAM International Fund
(6) Exhibit 23(h)-2 Form of Administrative
Services Agreement for
Berger/BIAM International
Institutional Fund
(7) Exhibit 23(h)-3 Form of Administrative
Services Agreement for
Berger/BIAM International CORE
Fund
(8) Exhibit 23(h)-4 Form of Sub-Administration
Agreement between BBOI
Worldwide LLC and Berger
Associates, Inc.
(9) Exhibit 23(h)-5 Form of Recordkeeping and
Pricing Agent Agreement
(10) Exhibit 23(h)-6 Form of Agency Agreement
(11) Exhibit 23(i) Opinion and consent of Davis,
Graham & Stubbs LLP
Exhibit 23(j) EX-99.B23(j) Consent of Price Waterhouse
LLP
Exhibit 23(k) Not applicable
(12) Exhibit 23(l) Investment Letter from Initial
Stockholder
(13) Exhibit 23(m) Rule 12b-1 Plan for
Berger/BIAM International Fund
* Exhibit 23(n)-1 EX-27.1 Financial Data Schedule for
Berger/BIAM International Fund
* Exhibit 23(n)-2 EX-27.2 Financial Data Schedule for
International Equity Fund
* Exhibit 23(n)-3 EX-27.3 Financial Data Schedule for
Berger/BIAM International CORE
Fund
Exhibit 23(o) Not Applicable

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

* Filed herewith.

Filed previously as indicated below and incorporated herein by reference:

(1) Exhibit 1 from Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A, filed August 19, 1996.
(2) Exhibit 2 from Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A, filed August 19, 1996.
(3) Exhibit 6 from Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A, filed March 7, 1997.

<PAGE>

(4) Exhibit 8 from Pre-Effective Amendment No. 1 to Registrant's Registration
Statement on Form N-1A, filed August 19, 1996.
(5) Exhibit 9.2.1 from Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed August 19, 1996.
(6) Exhibit 9.2.2 from Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed August 19, 1996.
(7) Exhibit 9.2.3 from Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed August 19, 1996.
(8) Exhibit 9.2.4 from Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed August 19, 1996.
(9) Exhibit 9.3 from Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed August 19, 1996.
(10) Exhibit 9.4 from Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed August 19, 1996.
(11) Exhibit 10 from Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A, filed October 8, 1996.
(12) Exhibit 13 from Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A, filed October 8, 1996.
(13) Exhibit 15 from Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed August 19, 1996.

<PAGE>
<ARTICLE> 6
<CIK> 0001015853
<NAME> BERGER/BIAM WORLDWIDE FUNDS TRUST
<SERIES>
<NUMBER> 021
<NAME> INTERNATIONAL EQUITY FUND

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> SEP-30-1998
<INVESTMENTS-AT-COST> 0
<INVESTMENTS-AT-VALUE> 7148721
<RECEIVABLES> 813
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 7149534
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 614
<TOTAL-LIABILITIES> 614
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 7395747
<SHARES-COMMON-STOCK> 713483
<SHARES-COMMON-PRIOR> 544802
<ACCUMULATED-NII-CURRENT> 250609
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 219495
<ACCUM-APPREC-OR-DEPREC> (277941)
<NET-ASSETS> 7148920
<DIVIDEND-INCOME> 307704
<INTEREST-INCOME> 0
<OTHER-INCOME> (17713)
<EXPENSES-NET> 67228
<NET-INVESTMENT-INCOME> 222763
<REALIZED-GAINS-CURRENT> (184550)
<APPREC-INCREASE-CURRENT> (910289)
<NET-CHANGE-FROM-OPS> (872076)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 73365
<DISTRIBUTIONS-OF-GAINS> 312233
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 277815
<NUMBER-OF-SHARES-REDEEMED> 145764
<SHARES-REINVESTED> 36630
<NET-CHANGE-IN-ASSETS> 805954
<ACCUMULATED-NII-PRIOR> 53613
<ACCUMULATED-GAINS-PRIOR> 121191
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 75415
<AVERAGE-NET-ASSETS> 6753529
<PER-SHARE-NAV-BEGIN> 11.64
<PER-SHARE-NII> 0.63
<PER-SHARE-GAIN-APPREC> (1.52)
<PER-SHARE-DIVIDEND> 0.14
<PER-SHARE-DISTRIBUTIONS> 0.59
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.02
<EXPENSE-RATIO> 1.08
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>
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<NAME> BERGER/BIAM WORLDWIDE FUNDS TRUST
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<NAME> BERGER/BIAM INTERNATIONAL CORE FUND

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