BERGER BIAM WORLDWIDE FUNDS TRUST, 485BPOS, 1998-01-30

BERGER BIAM WORLDWIDE FUNDS TRUST
485BPOS, 1998-01-30

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 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. 5 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /

Amendment No. 7 /X/

(Check appropriate box or boxes)

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

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

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

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

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

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

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

/ / immediately upon filing pursuant to paragraph (b)
/X/ on January 31, 1998, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

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

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

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

Cross-Reference Sheet Pursuant to Rule 481

I. International Equity Fund

Item No. and Caption in Form N-1A Number of Section
- -------------------------------------------------------------------------

A. PROSPECTUS

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

B. STATEMENT OF ADDITIONAL INFORMATION

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

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

Cross-Reference Sheet Pursuant to Rule 481

II. Berger/BIAM International CORE Fund

Item No. and Caption in Form N-1A Number of Section
- -------------------------------------------------------------------------

A. PROSPECTUS

B. STATEMENT OF ADDITIONAL INFORMATION

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EXPLANATORY NOTE

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

Two Prospectuses

One for the International Equity Fund

One for the Berger/BIAM International CORE Fund

Two Statements of Additional Information

One for the International Equity Fund

One for the Berger/BIAM International CORE Fund

One Part C

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

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PROSPECTUS
INTERNATIONAL EQUITY FUND

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

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

UNLIKE MANY OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR
OWN PORTFOLIOS OF SECURITIES, THE FUND SEEKS ITS INVESTMENT OBJECTIVE BY
INVESTING ALL OF ITS INVESTABLE ASSETS IN THE PORTFOLIO, AS DESCRIBED ABOVE.
Accordingly, the investment performance of the Fund will derive from the
investment performance of the Portfolio. The Portfolio is a diversified,
open-end management investment company and a series of a separate trust known
as the Berger/BIAM Worldwide Portfolios Trust ("Worldwide Portfolios"). The
Portfolio's investment objective and policies are identical to those of the
Fund. The Portfolio is advised by BBOI Worldwide LLC ("BBOI Worldwide" or the
"Advisor"), which has delegated daily portfolio management of the Portfolio to
Bank of Ireland Asset Management (U.S.) Limited ("BIAM" or the "Sub-Advisor").
For further information about the Fund's investment objective and structure, see
"Introduction," "Investment Objective and Policies and Risk Factors" and
"Additional Information About Master/Feeder Structure."

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

This Prospectus concisely sets forth the information about the Fund
that a prospective investor should consider before investing. Investors are
advised to retain this Prospectus for future reference. Additional information
about the Fund has been filed with the Securities and Exchange Commission. A
copy of the Statement of Additional Information, dated January 31, 1998, as it
may be amended or supplemented from time to time, is incorporated by reference
in its entirety into this Prospectus and is available upon request without
charge by writing to the Fund at P.O. Box 5005, Denver, CO 80217, or by calling
1-800-706-0539.

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

LIKE ALL MUTUAL FUNDS, THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION (SEC). ALSO, THE SEC HAS
NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

DATED JANUARY 31, 1998

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Table of Contents

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

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

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

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

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

5. Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

6. Additional Information About Master/Feeder Structure . . . . . . . . . . 9

7. Management and Investment Advice . . . . . . . . . . . . . . . . . . . . 10

8. Expenses of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 11

9. Purchase of Shares in the Fund . . . . . . . . . . . . . . . . . . . . . 13

10. Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

11. Open Account System and Confirmations . . . . . . . . . . . . . . . . . 15

12. Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . . . . . 16

13. Exchange Privilege. . . . . . . . . . . . . . . . . . . . . . . . . . . 17

14. Plans and Programs. . . . . . . . . . . . . . . . . . . . . . . . . . . 18

15. Income Dividends, Capital Gains Distributions and Tax Treatment . . . . 18

16. Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . 19

17. Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

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1. FEE TABLES

SHAREHOLDER TRANSACTION EXPENSES

- --------------------------------------------------------------------------------
Maximum Sales Load Imposed on Purchases 0%
- --------------------------------------------------------------------------------
Maximum Sales Load Imposed on Reinvested Dividends 0%
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Deferred Sales Load 0%
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Redemption Fees 0%
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Exchange Fee 0%
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ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

- --------------------------------------------------------------------------------
Investment Total
Advisory Fund
Fee Other Operating
(After Waiver) Expenses** Expenses*
(After Waiver)
- --------------------------------------------------------------------------------
International Equity Fund 0.81%*** 0.29% 1.10%***
- --------------------------------------------------------------------------------

* Total Fund Operating Expenses are comprised of the Fund's annual operating
expenses plus the Fund's pro rata portion of the annual operating expenses
of the Portfolio in which the Fund's assets are invested. See "Expenses of
the Fund."

** Other Expenses primarily include administrative services fees paid by the
Fund and custodian fees paid by the Portfolio and are based on expenses for
the fiscal year ended September 30, 1997, restated as if the decrease in
administrative services fees paid by the Fund that took effect on June 20,
1997, had been in effect for the entire year.

*** Although the Fund does not pay an investment advisory fee directly to an
investment advisor, it bears indirectly its pro rata portion of the
advisory fee paid to the Advisor by the Portfolio in which the assets of
the Fund are invested. Until at least April 30, 1998, the Advisor has
agreed voluntarily to waive its investment advisory fee to the extent that
the Portfolio's normal operating expenses in any fiscal year, including the
investment advisory fee and custodian fees, but excluding brokerage
commissions, interest, taxes and extraordinary expenses, exceed 1.00% of
the Portfolio's average daily net assets for that fiscal year. Absent the
waiver, the Investment Advisory Fee would be 0.90% and Total Fund Operating
Expenses would be estimated to be 1.19%.

EXAMPLES

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

- --------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
International Equity Fund $11* $35* $61* $134*
- --------------------------------------------------------------------------------

* After waiver.

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

Total Fund Operating Expenses include the Fund's pro rata share of the
aggregate annual operating expenses of the Portfolio, in which all of the
investable assets of the Fund are invested. The trustees of the Trust believe
that the investment in the Portfolio by investors in addition to the Fund may
enable the Portfolio

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to achieve economies of scale which could reduce expenses and, accordingly, that
the aggregate per share expenses of the Fund and the Fund's pro rata share of
the expenses of the Portfolio will be less than or approximately equal to the
expenses the Fund would incur if it retained the services of an investment
advisor and the assets of the Fund were invested directly in the type of
securities held by the Portfolio.

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

2. CONDENSED FINANCIAL INFORMATION

On the following page is a table setting forth certain financial
highlights of the Fund for the period October 11, 1996 (commencement of
operations) to September 30, 1997. The information contained in the table was
audited by Price Waterhouse LLP, whose report thereon is incorporated by
reference from the Fund's 1997 Annual Report into the Statement of Additional
Information. The most recent Annual Report for the Fund, including additional
performance information, may be obtained upon request and without charge by
calling the Fund at 1-800-706-0539. On June 20, 1997, a decrease took effect in
the administrative services fees paid by the Fund from 0.35% to 0.10% of the
Fund's daily average net assets per year. For further information about the
administrative services fee applicable to the Fund, see "Expenses of the Fund -
Service Arrangements for the Fund."

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INTERNATIONAL EQUITY FUND
FINANCIAL HIGHLIGHTS

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

Net asset value, beginning of period . . . . . . . . . . . . . . $ 10.00
-------

Income from investment operations:
Net investment income . . . . . . . . . . . . . . . . . . . . . 0.10
Net realized and unrealized gains
(losses) on investments and foreign currency transactions . . 1.54
-------

Total from investment operations . . . . . . . . . . . . . . . . 1.64
-------

Less Distributions:
Dividends from net investment income . . . . . . . . . . . . . . 0.00
Distributions from net realized gains. . . . . . . . . . . . . . 0.00
-------

Total distributions. . . . . . . . . . . . . . . . . . . . . . . 0.00
-------

Net asset value, end of period . . . . . . . . . . . . . . . . . $ 11.64
-------
-------

Total return1. . . . . . . . . . . . . . . . . . . . . . . . . . 16.40%
-------
-------
Ratios/Supplemental Data:

Net assets, end of period (in thousands) . . . . . . . . . . . . $ 6,343

Gross expenses ratio to average net assets2,3. . . . . . . . . . 1.34%

Net expense ratio to average net assets2,3 . . . . . . . . . . . 1.17%

Ratio of net income to average net assets2 . . . . . . . . . . . 1.03%

Portfolio Turnover Rate1,4 . . . . . . . . . . . . . . . . . . . 17%

Average Commission Rate4 . . . . . . . . . . . . . . . . . . . . $0.0248

1. Based on operations for the period shown and, accordingly, are not
representative of a full year.

2. Annualized.

3. Reflects the Fund's expenses plus the Fund's pro rata share of the
Portfolio's gross (total) and net expenses. The Portfolio's net expenses
reflect its gross expenses, reduced by fees offset by earnings credits and fee
waivers.

4. Represents the Portfolio Turnover Rate and Average Commission Rate, as
applicable, of the Portfolio. All of the investable assets of the Fund are
invested in the Portfolio.

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3. INTRODUCTION

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

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

Shareholders

BUY SHARES IN [down arrow]

Fund

INVESTS IN [down arrow]

Portfolio

INVESTS IN [down arrow]

Stocks and
Other Securities

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

4. INVESTMENT OBJECTIVE AND POLICIES AND RISK FACTORS

The Fund's investment objective is long-term capital appreciation. The
Fund pursues its goal by investing in a portfolio consisting primarily of common
stocks of well-established foreign companies. The Portfolio considers a company
to be foreign if the principal securities trading market for its equity
securities is located outside the U.S. or it is organized under the laws of, and
has a principal office in, a country other than the U.S. The Portfolio's
investment manager first identifies economic and business themes that it
believes provide a favorable framework for selecting stocks. Using fundamental
analysis, the investment manager then selects individual companies best
positioned to take advantage of opportunities presented by these themes. The
Fund does not invest to provide current income, although some income may be
produced while managing the Portfolio.

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

- - Securities that are fundamentally undervalued relative to their
long-term prospective earnings growth rates, their historic valuation
levels and their competitors

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- - 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 investable assets in the Portfolio, which
has the same goals and policies as the Fund. The Portfolio invests primarily in
common stocks with 65% of its total assets in securities of companies located in
at least five different countries outside the United States. Recently, the
Portfolio has been weighted toward countries in Western Europe, Australia and
the Far East. However, it may also invest in other foreign countries, including
developing countries. A majority of the Portfolio's assets are invested in
mid-sized to large capitalization companies. The Portfolio currently considers
mid-sized to large market capitalizations to be those in excess of $1 billion.
The Portfolio may also take positions in convertible securities, preferred
stocks, corporate bonds and short- and long-term foreign or U.S. government
securities.

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

The investment objective of the Fund and the Portfolio is considered
fundamental, meaning that it cannot be changed without a vote of the
shareholders of the Fund and, as to the Portfolio's objective, of the investors
in the Portfolio. There can be no assurance that the Fund's or the Portfolio's
investment objective will be realized. Following is additional information
about some of the specific types of securities and other instruments in which
the Portfolio may invest:

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

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

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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.

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

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

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

-6-
<PAGE>

currency market movements not anticipated by the Portfolio; (b) possible
imperfect correlation between movements in the prices of forward contracts and
movements in the spot (i.e., cash) prices of the currencies hedged or used to
cover such positions; (c) lack of assurance that the Portfolio will be able to
enter into an offset or termination of the contract at any particular time; and
(d) the need for additional information and skills beyond those required for the
management of a portfolio of traditional securities. In addition, when the
Portfolio enters into an over-the-counter contract with a counterparty, the
Portfolio will assume counterparty credit risk, that is, the risk that the
counterparty will fail to perform its obligations, in which case the Portfolio
could be worse off than if the contract had not been entered into.

Although they currently have no intention of doing so, the trustees of
Worldwide Portfolios may, without shareholder approval, authorize the Portfolio
to invest in certain types of other instruments for hedging purposes, such as
financial futures and options. Appropriate notice to shareholders will be
provided of any intention to commence investing in such instruments. Additional
detail concerning the Portfolio's transactions in forwards, futures and options
and the risks of such investments can be found in the Statement of Additional
Information.

CONVERTIBLE SECURITIES. The Portfolio may also purchase debt or
equity securities which are convertible into common stock when the Sub-Advisor
believes they offer the potential for a higher total return than nonconvertible
securities. While fixed income securities generally have a priority claim on a
corporation's assets over that of common stock, some of the convertible
securities which the Portfolio may hold are high-yield/high-risk securities that
are subject to special risks, including the risk of default in interest or
principal payments which could result in a loss of income to the Portfolio or a
decline in the market value of the securities. Convertible securities often
display a degree of market price volatility that is comparable to common stocks.
The credit risk associated with convertible securities generally is reflected by
their ratings assigned by organizations such as Moody's Investors Service, Inc.,
and Standard & Poor's Corporation, or a similar determination of
creditworthiness by the Sub-Advisor. The Portfolio has no pre-established
minimum quality standards for convertible securities and may invest in
convertible securities of any quality, including lower rated or unrated
securities. However, the Portfolio will not invest in any security in default
at the time of purchase or in any nonconvertible debt securities rated below
investment grade, and the Portfolio will invest less than 20% of the market
value of its assets at the time of purchase in convertible securities rated
below investment grade. If convertible securities purchased by the Portfolio
are downgraded following purchase, or if other circumstances cause 20% or more
of the Portfolio's assets to be invested in convertible securities rated below
investment grade, the trustees of Worldwide Portfolios, in consultation with the
Sub-Advisor, will determine what action, if any, is appropriate in light of all
relevant circumstances. For a further discussion of debt security ratings, see
Appendix A to the Statement of Additional Information.

SECURITIES OF SMALLER COMPANIES. The Portfolio may invest in
securities of companies with small or mid-sized market capitalizations. Market
capitalization is defined as total current market value of a company's
outstanding common stock. Investments in companies with smaller market
capitalizations may involve greater risks and price volatility (that is, more
abrupt or erratic price movements) than investments in larger, more mature
companies since smaller companies may be at an earlier stage of development and
may have limited product lines, reduced market liquidity for their shares,
limited financial resources or less depth in management than larger or more
established companies. Smaller companies also may be less significant factors
within their industries and may have difficulty withstanding competition from
larger companies. While smaller companies may be subject to these additional
risks, they may also realize more substantial growth than larger or more
established companies.

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<PAGE>

exercising its rights to dispose of the collateral, including the risk of a
possible decline in the value of the collateral securities during the period in
which the Portfolio seeks to assert these rights, the risk of incurring expenses
associated with asserting these rights and the risk of losing all or a part of
the income from the transaction. The Portfolio will not lend any security if,
as a result of such loan, the aggregate value of securities then on loan would
exceed 33-1/3% of the market value of the Portfolio's total assets.

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

INVESTMENT RESTRICTIONS

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

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

5. PORTFOLIO TURNOVER

In pursuit of the Portfolio's investment objective, the Sub-Advisor
continuously monitors the Portfolio's investments and makes portfolio changes
whenever changes in investment themes, the fundamentals of any portfolio company
or the price of any portfolio security indicate to the Sub-Advisor that more
attractive alternatives exist or that the Portfolio's investment objective could
be better achieved by investment in another security, regardless of portfolio
turnover. In addition, portfolio turnover may increase as a result of large
amounts of purchases and redemptions of shares of the Fund or interests in the
Portfolio due to economic, market or other factors that are not within the
control of management. The portfolio turnover rate of the Portfolio is shown
in the Financial Highlights table above in this Prospectus.

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<PAGE>

6. ADDITIONAL INFORMATION ABOUT MASTER/FEEDER STRUCTURE

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

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

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

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

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

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

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<PAGE>

Portfolios, and the management of the Fund and the Portfolio; (iii) portfolio
transactions and brokerage commissions; (iv) the Fund's shares, including the
rights and liabilities of its shareholders; (v) additional performance
information, including the method used to calculate total return; and (vi) the
determination of the value of the shares of the Fund. The master/feeder fund
structure is still relatively new and lacks a substantial history.

7. MANAGEMENT AND INVESTMENT ADVICE

The Fund and the Portfolio are each supervised by their own trustees
who are responsible for major decisions about the policies and oversight of the
Fund and the Portfolio. The trustees hire the companies that run day-to-day
Fund and Portfolio operations, such as the investment advisor, administrator,
transfer agent and custodian. A majority of the trustees of the Trust and
Worldwide Portfolios who are not "interested persons" (as defined in the
Investment Company Act of 1940) of the Trust or Worldwide Portfolios
("Independent Trustees") have adopted written procedures reasonably appropriate
to deal with potential conflicts of interest arising from the fact that the same
individuals are trustees of both the Trust and Worldwide Portfolios, up to and
including creating a new board of trustees for the Trust or Worldwide
Portfolios. For more information about the trustees and officers of the Fund
and the Portfolio, see the Statement of Additional Information.

THE ADVISOR

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

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

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

Berger Associates serves as investment advisor or sub-advisor to
mutual funds and other institutional investors, and had assets under management
of more than $3.9 billion as of September 30, 1997. 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.

THE SUB-ADVISOR

Since its founding in 1966, Bank of Ireland's investment management
group has become recognized among international and global investment managers,
serving clients in Europe, the United States, Canada, Australia and South
Africa. BIAM, the Sub-Advisor to the Portfolio, is an indirect wholly-owned
subsidiary of Bank of Ireland. Bank of Ireland, founded in 1783, is a publicly
traded, diversified financial services group with business operations worldwide.
Bank of Ireland provides investment management services through a network of
related companies, including BIAM which serves primarily institutional clients
in the United States and

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<PAGE>

Canada. Bank of Ireland and its affiliates managed assets for clients worldwide
in excess of $25 billion as of September 30, 1997.

As permitted in its Investment Advisory Agreement with the Portfolio,
the Advisor has delegated day-to-day portfolio management responsibility to
BIAM, as the Sub-Advisor. As Sub-Advisor, BIAM manages the investments in the
Portfolio and determines what securities and other investments will be
purchased, retained, sold or loaned, consistent with the investment objective
and policies established by the trustees of Worldwide Portfolios.

BIAM serves as investment advisor or sub-advisor to pension and
profit-sharing plans and other institutional investors and mutual funds. BIAM's
main offices are at 26 Fitzwilliam Place, Dublin 2, Ireland. BIAM maintains a
representative office at 20 Horseneck Lane, Greenwich, CT 06830.

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

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

ADVISORY FEES

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

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

8. EXPENSES OF THE FUND

The Fund is allocated and bears indirectly its pro rata share of the
aggregate annual operating expenses of the Portfolio, since all of the
investable assets of the Fund are invested in the Portfolio. Expenses of the
Portfolio include, among others, its pro rata share of the expenses of Worldwide
Portfolios of which the Portfolio is a series, such as: expenses of registering
Worldwide Portfolios with securities authorities; the compensation of its
Independent Trustees; expenses of preparing reports to investors and to
governmental offices and commissions; expenses of meetings of investors and
trustees of Worldwide Portfolios; legal fees; and insurance premiums of
Worldwide Portfolios. Expenses of the Portfolio also include, among others, the
fees payable to the Advisor under the Investment Advisory Agreement; expenses
connected with the execution of portfolio transactions, including brokerage
commissions on purchases and sales of portfolio securities (which are considered
a cost of securities of the Portfolio); custodian fees; auditors' fees; interest
and taxes imposed on the

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<PAGE>

Portfolio; transfer agent, recordkeeping and pricing agent fees; and such other
non-recurring and extraordinary items as may arise from time to time.

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

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

SERVICE ARRANGEMENTS FOR THE FUND

Under the Administrative Services Agreement with the Fund, the Advisor
serves as the administrator of the Fund. In this capacity, it is responsible
for administering and managing all aspects of the Fund's day-to-day operations,
subject to the oversight of the trustees of the Trust. The Advisor is
responsible, at its expense, for furnishing (or procuring other parties to
furnish) all administrative services reasonably necessary for the operation of
the Fund, including recordkeeping and pricing services, custodian services,
transfer agency and dividend disbursing services, tax and audit services,
insurance, legal services, printing and mailing to shareholders of prospectuses
and other required communications, and certain other administrative and
recordkeeping services, such as coordinating matters relating to the operations
of the Fund, monitoring the Fund's status as a "regulated investment company"
under the Internal Revenue Code of 1986, registering sufficient Fund shares
under federal and state securities laws, and arranging for and supervising the
preparation of registration statements, tax returns, proxy materials, financial
statements and reports for filing with regulatory authorities and distribution
to shareholders of the Fund. Under the Administrative Services Agreement, the
Fund pays the Advisor a fee at an annual rate equal to the lesser of (i) 0.10%
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.

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<PAGE>

including calculating the daily net asset value of the Fund, and to perform
certain accounting and recordkeeping functions that it requires. In addition,
IFTC has been appointed to serve as the Fund's custodian, transfer agent and
dividend disbursing agent. IFTC has engaged DST Systems, Inc. ("DST"), as
sub-transfer agent to provide transfer agency and dividend disbursing services
for the Fund. The fees of Berger Associates, IFTC and DST are all paid by the
Advisor. Approximately 41% of the outstanding shares of DST are owned by KCSI,
which also owns all 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 as sub-custodian for the Portfolio.
For custodian, recordkeeping and pricing services, the Portfolio pays fees
directly to IFTC based on a percentage of its net assets, subject to certain
minimums, and reimburses IFTC for certain out-of-pocket expenses.

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

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

DISTRIBUTOR

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

9. PURCHASE OF SHARES IN THE FUND

Shares in the Fund may be purchased at the relevant net asset value
without a sales charge. The minimum initial investment for shares of the Fund
is $1,000,000. To purchase shares in the Fund, simply complete the application
form enclosed with this Prospectus and mail it to the Fund c/o 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

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

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

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

Payment for shares purchased may be made as follows:

BY WIRE OR ELECTRONIC FUNDS TRANSFER. Payment for shares purchased
may be made by wire or electronic funds transfer. Please call DST Systems, Inc.
at 1-800-960-8427 for current wire or electronic funds transfer instructions.
The following information may be requested: name of authorized person;
shareholder name; shareholder account number; name of Fund; amount being wired
or transferred; and name of wiring or transferring bank.

BY MAIL. Alternatively, payment for shares purchased may be made by
mail, so long as payment is accompanied or preceded by a completed account
application. Payment should be made by check or money order drawn on a United
States bank and made payable to the "Berger Funds." The Fund will not accept
purchases by cash, credit card, third-party checks or checks drawn on foreign
banks.

Fund shares may also be purchased through certain organizations which
make available investment accounts, programs or pension or retirement plans.
These organizations may charge investors a transaction or other fee for their
services, may require different minimum initial and subsequent investments than
the Fund and may impose other charges or restrictions different from those
applicable to shareholders who invest in the Fund directly. Fees charged by
these organizations will have the effect of reducing a shareholder's total
return on an investment in Fund shares. No such charge will be applicable to an
investor who purchases the Fund shares directly from the Fund.

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

The Fund reserves the right in its sole discretion to withdraw all or
any part of the offering made by this Prospectus or to reject purchase orders,
when in the judgment of management, such withdrawal or rejection is in the best
interest of the Fund. The Fund also reserves the right at any time to waive the
minimum investment requirements applicable to initial investments or to increase
the minimum investment or account balance requirements following notice.

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<PAGE>

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

10. NET ASSET VALUE

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

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

Generally, trading in foreign securities markets is substantially
completed each day at various times prior to the close of the Exchange. The
values of foreign securities used in computing the net asset value of the shares
of the Fund are determined as of the earlier of such market close or the closing
time of the Exchange. Occasionally, events affecting the value of such
securities may occur between the times at which they are determined and the
close of the Exchange, or when the foreign market on which such securities trade
is closed but the Exchange is open, which will not be reflected in the
computation of net asset value. If during such periods, events occur which
materially affect the value of such securities, the securities 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 customary U.S. holidays) and the Fund's net asset
value is not calculated. As a result, the net asset value of the Fund may be
significantly affected by such trading on days when shareholders cannot purchase
or redeem shares of the Fund.

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

11. OPEN ACCOUNT SYSTEM AND CONFIRMATIONS

All investor accounts are maintained on a book-entry basis. Shares
purchased by dividend reinvestment, and shares redeemed under a Systematic
Withdrawal Plan, will be confirmed after the end of each calendar quarter.
Following any other investment or redemption, the investor will receive a
printed confirmation indicating the dollar amount of the transaction, the per
share price of the transaction and the number of shares purchased or redeemed.

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<PAGE>

12. REDEMPTION OF FUND SHARES

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

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

(ii) REDEMPTIONS BY TELEPHONE. All shareholders have Telephone
Transaction Privileges to authorize purchases, exchanges or redemptions unless
they specifically decline this service on the account application or by writing
to the Fund, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141. The
telephone redemption option is not available for shares held in retirement
accounts sponsored by the Fund. Redemption requests may be made by telephoning
DST Systems, Inc., at 1-800-960-8427. To receive the net asset value for a
specific day, a redemption request must be received before the close of the
Exchange on that day. As discussed above, certain requests must be in writing
and the signature of a redeeming shareholder must be signature guaranteed, and
therefore shares may not be redeemed by telephone, if the redemption: is being
made payable other than exactly as registered; is being mailed to an address
which has been changed within 30 days of the redemption request; is being mailed
to an address other than the one on record; or the shares are represented by
share certificates issued to the shareholder.

All telephone transactions are recorded and written confirmations
indicating the details of all telephone transactions will promptly be sent to
the shareholder of record. Prior to accepting a telephone transaction, the
shareholder placing the order may be required to provide certain identifying
information. A shareholder electing to communicate instructions by telephone
may be giving up some level of security that would otherwise be present were the
shareholder to request a transaction in writing. Neither the Fund nor its
transfer agent or Advisor assume responsibility for the authenticity of
instructions communicated by telephone which are reasonably believed to be
genuine and which comply with the foregoing procedures. The Fund, and/or its
transfer agent, may be liable for losses resulting from unauthorized or
fraudulent telephone instructions in the event these procedures are not
followed.

In times of extreme economic or market conditions, redeeming shares by
telephone may be difficult. The Fund may terminate or modify the procedures
concerning the telephone redemption and wire transfer services at any time,
although shareholders of the Fund will be given at least 60 days' prior notice
of any termination or material modification. The Advisor may, at its own risk,
waive certain of these redemption requirements.

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<PAGE>

properly executed redemption request and any outstanding certificates for the
shares to be redeemed. Payment for shares redeemed by telephone will be made by
draft payable to the account name(s) and address exactly as registered, and
generally will be sent within three business days following the date of the
request for redemption.

A shareholder may request that payment for redeemed shares of the Fund
be made by wire or electronic funds transfer. Shareholders may elect to use
these services on the account application or by providing the Fund with a
signature guaranteed letter requesting these services and designating the bank
to receive all wire or electronic funds transfers. A shareholder may change the
predesignated bank of record by providing the Fund with written, signature
guaranteed instructions. Redemption proceeds paid by wire transfer generally
will be transmitted to the shareholder's predesignated bank account on the next
business day after receipt of the shareholder's redemption request. Redemption
proceeds paid by electronic funds transfer will be electronically transmitted to
the shareholder's predesignated bank account on the second business day after
receipt of the shareholder's redemption request. There is no fee for wire or
electronic funds transfer of proceeds from the redemption of Fund shares.

Shareholders may encounter delays in redeeming shares purchased by
check (other than cashier's or certified checks) or electronic funds transfer if
the redemption request is made shortly after the date of purchase. Proceeds
from the redemption of shares purchased by such methods may be delayed until
full payment for the shares has been received and cleared, which may take up to
15 days from the purchase date. The foregoing policy is to ensure that all
payments for the shares being redeemed have been honored. In addition to the
foregoing restrictions, no redemption payment can be made for shares which have
been purchased by telephone order until full payment for the shares has been
received. In any event, valid redemption requests concerning shares for which
full payment has been made will be priced at the net asset value next determined
after receipt of the request.

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

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

13. EXCHANGE PRIVILEGE

By telephoning the Fund at 1-800-960-8427, or writing to the Fund, c/o
DST at P.O. Box 419958, Kansas City, MO 64141, any shareholder may exchange,
without charge, any or all of the shareholder's shares in the Fund (subject to
applicable minimum account balance requirements) for shares of any of the other
publicly available Berger Funds. Exchanges may be made only if the Berger Fund
into which a shareholder wishes to exchange shares is eligible for sale in the
shareholder's state of residence.

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<PAGE>

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

Redemptions of shares in connection with exchanges into or out of the
Fund are made at the net asset value per share next determined after the
exchange request is received. To receive a specific day's price, a letter or
call must be received before that day's close of the New York Stock Exchange.
Each exchange represents the sale of shares from one fund and the purchase of
shares in another, which may produce a gain or loss for U.S. Federal income tax
purposes.

All exchanges are subject to the minimum and subsequent investment
requirements of the fund into which shares are being exchanged. Exchanges will
be accepted only if the registration of the two accounts is identical. Neither
the Fund, the Berger Funds, nor their transfer agents or advisors assume
responsibility for the authenticity of exchange instructions communicated by
telephone or in writing which are believed to be genuine. See "Redemption of
Fund Shares - Redemptions by Telephone" for procedures for telephone
transactions. All shareholders have Telephone Transaction Privileges to
authorize exchanges unless they specifically decline this service on the account
application or by writing to the Berger Funds, c/o DST Systems, Inc., P.O. Box
419958, Kansas City, MO 64141.

14. PLANS AND PROGRAMS

The Fund offers several tax-qualified retirement plans for
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 establish
such a plan may be obtained by writing to the Fund, c/o DST Systems, Inc., P.O.
Box 419958, Kansas City, MO 64141, or call 1-800-960-8427.

15. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT

DISTRIBUTIONS OF INCOME AND GAINS

The Fund intends to declare dividends representing the Fund's net
investment income annually, normally in December. It is also the present policy
of the Fund to distribute annually all of its net realized capital gains.

All dividends and capital gains distributions paid by the Fund will be
automatically reinvested in shares of the Fund at the net asset value on the
ex-dividend date unless an investor specifically requests that either dividends
or distributions, or both, be paid in cash. The election to receive dividends
or distributions in cash or to reinvest them in Fund shares may be changed by
calling the Berger Funds at 1-800-960-8427 or by written request to the Berger
Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141, and must
be received at least ten days prior to the record date of any dividend or
capital gains distribution.

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<PAGE>

shareholders of the Fund may receive distributions of a greater amount of gains
than if the Portfolio had purchased those assets in the open market upon
commencement of Fund operations or in a transaction that did not involve
contributions of assets in-kind.

SHAREHOLDER TAXES

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

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

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

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

TAX TREATMENT OF THE FUND

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

ADDITIONAL TAX INFORMATION

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

16. ADDITIONAL INFORMATION

The Trust is a Delaware business trust organized on May 31, 1996. The
Fund was established on May 31, 1996, as a series or fund under the Trust and
was originally named the Berger/BIAM International Institutional Fund. Since
the Trust and the Fund were only recently organized, they have only limited
prior operating history, although the Fund calculates its performance taking
into account the prior performance of a pool of assets that was transferred into
the Portfolio as described under "Performance" below. Effective June 1997, the
Fund's name was changed to the International Equity Fund.

The Trust is authorized to issue an unlimited number of shares of
beneficial interest in series. The Trust is also authorized to establish
multiple classes of shares representing differing interests in an existing or
new series. As of the date of this Prospectus, the series comprising the
International Equity Fund is one of three series established under the Trust,
although others may be added in the future. Shares of the Fund are fully paid
and non-assessable when issued. Each share has a par value of $.01. All shares
issued by the Fund participate equally in dividends and other distributions by
the Fund, and in the residual assets of the Fund in the event of its
liquidation.

Shareholders of the International Equity Fund and the other funds or
series of the Berger/BIAM Worldwide Funds Trust generally vote separately on
matters relating to those respective funds, although they vote

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<PAGE>

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

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

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

The Glass-Steagall Act prohibits a depository institution and certain
affiliates from underwriting or distributing most securities and from
affiliating with businesses engaged in certain similar activities. BIAM
believes that it may perform the services for the Portfolio contemplated by this
Prospectus consistent with the Glass-Steagall Act and other applicable banking
laws and regulations. However, future changes in either Federal or state
statutes and regulations concerning the permissible activities of banks and
their affiliates, as well as future judicial or administrative decisions or
interpretations of present and future statutes and regulations, might prevent
BIAM from continuing to perform those services for the Portfolio. If the
circumstances described above should change, the trustees of the Trust and
Worldwide Portfolios would review the relationships with BIAM and consider
taking all actions appropriate under the circumstances.

17. PERFORMANCE

From time to time in advertisements, the Fund may discuss its
performance ratings as published by recognized mutual fund statistical services,
such as Lipper Analytical Services, Inc., CDA Investment Technologies, Inc.,
Morningstar, Inc., or Value Line Investment Survey or by publications of general
interest such as THE WALL STREET JOURNAL, INVESTOR'S BUSINESS DAILY, MONEY,
BARRON'S, FINANCIAL WORLD or KIPLINGER'S PERSONAL FINANCE MAGAZINE. In
addition, the Fund may compare its performance to that of recognized broad-based
securities market indices, including the Morgan Stanley Capital International
EAFE (Europe, Australasia, Far East) Index, the Dow Jones World Index, the
Standard & Poor's 500 Stock Index, the Standard & Poor's 400 Mid-Cap Index, the
Nasdaq Composite Index, or more narrowly-based or blended indices which reflect
the market sectors in which the Fund invests.

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

The Fund's total return reflects the Fund's performance over a stated
period of time. An average annual total return reflects the hypothetical
annually compounded return that would have produced the same total return if the
Fund's performance had been constant over the entire period. Total return
figures are based on the overall change in value of a hypothetical investment in
the Fund. Because average annual total

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<PAGE>

returns for more than one year tend to smooth out variations in the Fund's
return, investors should recognize that such figures are not the same as actual
year-by-year results.

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

The Portfolio commenced operations in October 1996, upon the transfer
to the Portfolio of assets held in a pooled trust (the "Pool") maintained by
Citizens Bank New Hampshire, for which BIAM has provided day-to-day portfolio
management as sub-advisor since the inception of the Pool. BIAM's bank holding
company parent indirectly owns a 23.5% interest in the parent of Citizens Bank
New Hampshire. The investment objective, policies, limitations, guidelines and
strategies of the Pool were materially equivalent to those of the Fund and the
Portfolio. Assets from the Pool were transferred to the Fund which, in turn,
transferred those assets to the Portfolio in exchange for an interest in the
Portfolio. As a result of this transaction, the investment holdings in the
Portfolio (in which the Fund invests all of its investable assets) were the same
as the investment holdings in the portfolio of the Pool immediately prior to the
transfer, except for the seed capital provided by Berger Associates.

The Pool was not a registered investment company since it was exempt
from registration under the Investment Company Act of 1940 (the "1940 Act").
Since, in a practical sense, the Pool constitutes the "predecessor" of the
Portfolio, the Fund calculates its performance for periods commencing prior to
the transfer of the Pool's assets to the Portfolio by including the Pool's total
return, adjusted at the time of the transfer to reflect any anticipated increase
in fees and expenses for the Fund (that is, adjusted to reflect any anticipated
increase in expenses, including the Fund's pro rata share of the aggregate
annual operating expenses, net of fee waivers, of the Portfolio in which all of
the investable assets of the Fund are invested).

Shareholders with questions should write to the Fund, c/o BBOI
Worldwide, P.O. Box 5005, Denver, CO 80217, or call 1-303-329-0200 or
1-800-706-0539.

Prospectuses are also available upon request for the following funds
advised by Berger Associates, Inc.: the Berger New Generation Fund, the Berger
Select Fund, the Berger Small Company Growth Fund, the Berger Small Cap Value
Fund, the Berger Mid Cap Growth Fund, the Berger 100 Fund, the Berger Growth and
Income Fund and the Berger Balanced Fund. Please call 1-800-706-0539 for
information.

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<PAGE>

INTERNATIONAL EQUITY FUND

STATEMENT OF ADDITIONAL INFORMATION

SHAREHOLDER SERVICES: 1-800-551-5849

This Statement of Additional Information ("SAI") about the International
Equity Fund (the "Fund"), a series of the Berger/BIAM Worldwide Funds Trust (the
"Trust"), is not a prospectus. It should be read in conjunction with the
Prospectus describing the Fund, dated January 31, 1998, 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 a no-load mutual fund. The investment objective of the Fund is
long-term capital appreciation. The Fund pursues its goal by investing in a
portfolio consisting primarily of common stocks of well-established foreign
companies. The portfolio's investment manager first identifies economic and
business themes that it believes provide a favorable framework for selecting
stocks. Using fundamental analysis, the investment manager then selects
individual companies best positioned to take advantage of opportunities
presented by these themes. The Fund does not invest to provide current income,
although some income may be produced while managing the portfolio.

The Fund is an open-end management investment company organized as a
diversified series of the Trust. UNLIKE MANY OTHER MUTUAL FUNDS WHICH DIRECTLY
ACQUIRE AND MANAGE THEIR OWN PORTFOLIOS OF SECURITIES, THE FUND SEEKS ITS
INVESTMENT OBJECTIVE BY INVESTING ALL OF ITS INVESTABLE ASSETS IN THE PORTFOLIO,
AS DESCRIBED ABOVE. Accordingly, the investment performance of the Fund will
derive from the investment performance of the Portfolio. The Portfolio is an
open-end management investment company and a diversified series of a separate
trust known as the Berger/BIAM Worldwide Portfolios Trust ("Worldwide
Portfolios"). The Portfolio's investment objective and policies are identical
to those of the Fund. The Portfolio is advised by BBOI Worldwide LLC ("BBOI" or
the "Advisor"), which has delegated daily portfolio management of the Portfolio
to Bank of Ireland Asset Management (U.S.) Limited ("BIAM" or the
"Sub-Advisor").

JANUARY 31, 1998

<PAGE>

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

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

Introduction Section 3

1. Investment Policies Section 3, 4, 5

2. Investment Restrictions Section 4

3. Management of the Fund Section 7

4. Investment Advisor and Sub-Advisor Section 7

5. Expenses of the Fund Section 7, 8

6. Brokerage Policy Section 7, 8

7. Purchase of Shares Section 9

8. Net Asset Value Section 10

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

10. Suspension of Redemption Rights Section 12

11. Plans and Programs Section 14

12. Exchange Privilege Section 13, 14

13. Performance Information Section 17

14. Additional Information Section 16

Financial Statements

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<PAGE>

INTRODUCTION

The International Equity Fund is a mutual fund, or an open-end, management
investment company. The Fund is a diversified fund. The investment objective
of the Fund is long-term capital appreciation. This is also the investment
objective of the Portfolio in which the Fund invests all of its investable
assets. The Fund does not invest to provide current income, although some
income may be produced while managing the portfolio.

1. INVESTMENT POLICIES

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

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

DEBT SECURITIES. Debt securities (such as bonds or debentures) are
fixed-income securities which bear interest and are issued by corporations or
governments. The issuer has a contractual obligation to pay interest at a
stated rate on specific dates and to repay principal on a specific maturity
date. In addition to market risk, debt securities are generally subject to two
other kinds of risk: credit risk and interest rate risk. Credit risk refers to
the ability of the issuer to meet interest or principal payments as they come
due. The lower the rating given a security by a rating service (such as Moody's
Investor Service ("Moody's") and Standard & Poor's ("S&P")), the greater the
credit risk the rating service perceives with respect to that security. The
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

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<PAGE>

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

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.

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<PAGE>

determined by forces of supply and demand on the foreign exchange markets, which
are in turn affected by the international balance of payments and other economic
and financial conditions, government intervention, speculation and other
factors.

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

HEDGING TRANSACTIONS. As described in the Prospectus, the Portfolio is
authorized to make limited commitments in certain 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

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

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

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

These types of hedging minimize the effect of currency appreciation as well
as depreciation, but do not eliminate fluctuations in the underlying U.S. dollar
equivalent value of the proceeds of or rates of return on the Portfolio's
foreign currency denominated portfolio securities. The matching of the increase
in value of a forward foreign currency exchange contract and the decline in the
U.S. dollar equivalent value of the foreign

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<PAGE>

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

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

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

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

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<PAGE>

by the Portfolio are downgraded following purchase, or if other circumstances
cause 20% or more of the Portfolio's assets to be invested in convertible
securities rated below investment grade, the trustees of Worldwide Portfolios,
in consultation with the Sub-Advisor, will determine what action, if any, is
appropriate in light of all relevant circumstances. For a further discussion of
debt security ratings, see Appendix A to this SAI.

SECURITIES OF SMALLER COMPANIES. The Portfolio may invest in securities of
companies with small or mid-sized market capitalizations. Market capitalization
is defined as total current market value of a company's outstanding common
stock. Investments in companies with smaller market capitalizations may involve
greater risks and price volatility (that is, more abrupt or erratic price
movements) than investments in larger, more mature companies since smaller
companies may be at an earlier stage of development and may have limited product
lines, reduced market liquidity for their shares, limited financial resources or
less depth in management than larger or more established companies. Smaller
companies also may be less significant factors within their industries and may
have difficulty withstanding competition from larger companies. While smaller
companies may be subject to these additional risks, they may also realize more
substantial growth than larger or more established companies.

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

The Portfolio bears a risk of loss in the event that the other party to a
securities lending transaction defaults on its obligations and the Portfolio is
delayed in or prevented from exercising its rights to dispose of the collateral,
including the risk of a possible decline in the value of the collateral
securities during the period in which the Portfolio seeks to assert these
rights, the risk of incurring expenses associated with asserting these rights
and the risk of losing all or a part of the income from the transaction. The
Portfolio will not lend its portfolio securities if, as a result, the aggregate
value of such loans would exceed 33-1/3% of the value of the Portfolio's total
assets. Loan arrangements made by the Portfolio will comply with all other
applicable regulatory requirements, including the rules

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<PAGE>

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

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

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

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

In these transactions, the securities acquired by the Portfolio (including
accrued interest earned thereon) must have a total value equal to or in excess
of the value of the repurchase agreement and are held by the Portfolio's
custodian bank until repurchased. In addition, the trustees will establish
guidelines and standards for review by the Sub-Advisor of the creditworthiness
of any bank, broker or dealer party to a repurchase agreement

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<PAGE>

with the Portfolio. The Portfolio will not enter into a repurchase agreement
maturing in more than seven days if as a result more than 15% of the Portfolio's
net assets would be invested in such repurchase agreements and other illiquid
securities.

These transactions must be fully collateralized at all times by debt
securities (generally a security issued or guaranteed by the U.S. Government or
an agency thereof, a banker's acceptance or a certificate of deposit), but
involve certain risks, such as credit risk to the Portfolio if the other party
defaults on its obligation and the Portfolio is delayed or prevented from
liquidating the collateral. For example, if the other party to the agreement
defaults on its obligation to repurchase the underlying security at a time when
the value of the security has declined, the Portfolio may incur a loss upon
disposition of the security. If the other party to the agreement becomes
insolvent and subject to liquidation or reorganization under the bankruptcy or
other laws, a court may determine that the underlying security is collateral for
a loan by the Portfolio not within the control of the Portfolio and therefore
the realization by the Portfolio on such collateral may automatically be stayed
and delayed. Further, it is possible that the Portfolio may not be able to
substantiate its interest in the underlying security and may be deemed an
unsecured creditor of the other party to the agreement. The Portfolio expects
that these risks can be controlled through careful monitoring procedures.

SECURITIES OF COMPANIES WITH LIMITED OPERATING HISTORIES. The Portfolio
may invest in securities of companies with limited operating histories. The
Portfolio considers these to be securities of companies with a record of less
than three years' continuous operation, even including the operations of any
predecessors and parents. (These are sometimes referred to as "unseasoned
issuers.") These companies by their nature have only a limited operating
history which can be used for evaluating the company's growth prospects. As a
result, investment decisions for these securities may place a greater emphasis
on current or planned product lines and the reputation and experience of the
company's management and less emphasis on fundamental valuation factors than
would be the case for more mature companies. In addition, many of these
companies may also be small companies and involve the risks and price volatility
associated with smaller companies.

SPECIAL SITUATIONS. The Portfolio may also invest in special situations,
that is, in common stocks of companies that have recently experienced or are
anticipated to experience a significant change in structure, management,
products or services. Examples of special situations are companies being
reorganized or merged, companies having unusual new products, or which enjoy
particular tax advantages, or companies that are run by new management or may be
probable takeover candidates. The 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

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<PAGE>

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.

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:

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<PAGE>

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.

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

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<PAGE>

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

MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman, MT 59717,
age 60. Since 1994, Dean, and from 1989 to 1994, a member of the
Finance faculty, of the College of Business, Montana State University.
Self-employed as a financial and management consultant, and in real
estate development. Formerly (1976-1989), Chairman and Chief
Executive Officer of Royal Gold, Inc. (mining). Chairman of the Board
of Berger 100 Fund and Berger Growth and Income Fund. Chairman of the
Trustees of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

* GERARD M. LAVIN, 210 University Boulevard, Suite 900, Denver, CO 80206,
age 55. President and a director of Berger 100 Fund and Berger Growth
and Income Fund, and President and a trustee of Berger Investment
Portfolio Trust and Berger Omni Investment Trust, since February 1997.
President and a trustee of Berger/BIAM Worldwide Portfolios Trust and
Berger/BIAM Worldwide Funds Trust since their inception in May 1996.
President and a trustee of Berger Institutional Products Trust since
its inception in October 1995. President and a director since April
1995 of Berger Associates, Inc. Member and Chairman of the Board of
Managers and Chief Executive Officer on the Management Committee of
BBOI Worldwide LLC since November 1996. A Vice President of DST
Systems, Inc. (data processing) since July 1995. Formerly President
and Chief Executive Officer of Investors Fiduciary Trust Company
(banking) from February 1992 to March 1995 and Chief Operating Officer
of SunAmerica Asset Management Co. (money management) from January
1990 to February 1992.

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<PAGE>

DENNIS E. BALDWIN, 3481 South Race Street, Englewood, CO 80110, age 69.
President, Baldwin Financial Counseling. Formerly (1978-1990), Vice
President and Denver Office Manager of Merrill Lynch Capital Markets.
Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900, Denver, CO
80206, age 72. Director and, formerly, President (1974-1994) of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust since its inception in August 1993
(Chairman of the Trustees through November 1994). Trustee of Berger
Institutional Products Trust since its inception in October 1995.
Trustee of Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust since their inception in May 1996. Trustee of Berger
Omni Investment Trust since February 1997. Chairman (since 1994) and
a Director (since 1973) and, formerly, President (1973-1994) of Berger
Associates, Inc.

LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, age 72. President,
Climate Engineering, Inc. (building environmental systems). Director
of Berger 100 Fund and Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust, Berger Institutional Products
Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide
Portfolios Trust and Berger Omni Investment Trust.

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age 52.
Managing Principal, Sovereign Financial Services, 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, age 51. President and
a director since December 1994, and Senior Vice President and a
director from September 1991 to December 1994, of Bank of Ireland
Asset Management (U.S.) Limited (investment advisory firm). Member of
the Board of Managers and Chief Executive Officer on the Management
Committee of BBOI Worldwide LLC since November 1996. Trustee of
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust since November 1996.

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1900, Chicago, IL 60602, age
52. Since 1991, Chairman, President, Chief Executive Officer and a
director of Catalyst Institute (international public policy research
organization focused primarily on financial markets and institutions).
Since September 1997, President, Chief Executive Officer and a
director of DST Catalyst, Inc. (international financial markets
consulting, software and computer services company). Prior thereto
(1991 - September 1997), Chairman, President, Chief Executive Officer
and a director of Catalyst Consulting (international financial
institutions business consulting firm). Prior thereto (1988-1991),
President, Chief Executive Officer and a director of Kessler Asher
Group (brokerage, clearing and trading firm). Director of Berger 100
Fund and Berger Growth and Income Fund. Trustee of Berger Investment
Portfolio Trust, Berger Institutional Products Trust, Berger/BIAM

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<PAGE>

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

HARRY T. LEWIS, JR., 370 17th Street, Suite 3560, Denver, CO 80202, age
64. Self-employed as a private investor. Formerly (1981-1988),
Senior Vice President, Rocky Mountain Region, of Dain Bosworth
Incorporated and member of that firm's Management Committee. Director
of J.D. Edwards & Co. (computer software company) since 1995.
Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135, age 69.
President, Sinclaire Cattle Co., and private investor. Director of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios
Trust and Berger Omni Investment Trust.

* CRAIG D. CLOYED, 210 University Boulevard, Suite 900, Denver, CO 80206, age
51. Vice President of Berger/BIAM Worldwide Funds Trust and
Berger/BIAM Worldwide Portfolios Trust since their inception in May
1996. Vice President of Berger Omni Investment Trust since February
1997. Also, Senior Vice President (since January 1997), Vice President
(August 1995 to January 1997) and Chief Marketing Officer (since
August 1995) of Berger Associates, Inc., and President, CEO and a
director of Berger Distributors, Inc., since its inception in May
1996. Formerly (September 1989 to August 1995), Senior Vice President
of INVESCO Funds Group (mutual funds).

* KEVIN R. FAY, 210 University Boulevard, Suite 900, Denver, CO 80206, age
42. Vice President, Secretary and Treasurer of Berger 100 Fund and
Berger Growth and Income Fund since October 1991, of Berger Investment
Portfolio Trust since its inception in August 1993, of Berger
Institutional Products Trust since its inception in October 1995, of
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust since their inception in May 1996, and of Berger Omni Investment
Trust since February 1997. Also, Senior Vice President-Finance and
Administration (since January 1997), Vice President-Finance and
Administration (September 1991 to January 1997), Secretary and
Treasurer (since September 1991) of Berger Associates, and a director
of Berger Distributors, Inc., since its inception in May 1996.
Formerly, Financial Consultant (registered representative) with
Neidiger Tucker Bruner, Inc. (broker-dealer) (October 1989 to
September 1991) and Financial Consultant with Merrill Lynch, Pierce,
Fenner & Smith, Inc. (October 1985 to October 1989).
- --------------------

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

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

TRUSTEE COMPENSATION

Officers of the Trust receive no compensation from the Trust. However,
trustees of the Trust who are not interested persons of the Portfolio's Advisor
or Sub-Advisor, who are also trustees of Worldwide Portfolios, are compensated
for their services according to a fee schedule, allocated among the Berger
Funds. Neither the officers of the Trust nor the

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<PAGE>

trustees receive any form of pension or retirement benefit compensation from the
Trust.

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

- --------------------------------------------------------------------------------
NAME AND POSITION WITH AGGREGATE AGGREGATE
BERGER FUNDS COMPENSATION COMPENSATION
FROM FROM
THE FUND(1) ALL BERGER
FUNDS(2)
- --------------------------------------------------------------------------------
Dennis E. Baldwin(3) $877 $45,100
William M.B. Berger(3),(4) $0 $0
Louis R. Bindner(3) $817 $41,200
Katherine A. Cattanach(3) $877 $45,100
Lucy Black Creighton(3),(7) $861 $41,244
Denis Curran(4),(6) $0 $0
Paul R. Knapp(3) $841 $43,300
Gerard M. Lavin(3),(4),(5) $0 $0
Harry T. Lewis(3) $830 $43,300
Michael Owen(3) $1,065 $54,767
William Sinclaire(3) $811 $39,700
- --------------------------------------------------------------------------------

(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) Consisting of Berger 100 Fund, Berger Growth and Income Fund, Berger
Investment Portfolio Trust (two series), Berger Institutional Products Trust
(four series), Berger/BIAM Worldwide Funds Trust (three series, including the
Fund), Berger/BIAM Worldwide Portfolios Trust (one series) and Berger Omni
Investment Trust (one series). Of the aggregate amounts shown for each
director/trustee, the following amounts were deferred under applicable deferred
compensation plans: Dennis E. Baldwin $30,565; Louis R. Bindner $19,445;
Katherine A. Cattanach $44,468; Lucy Black Creighton $32,168; Michael Owen
$8,553; William Sinclaire $19,555.

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

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

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

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

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

Trustees may elect to defer receipt of all or a portion of their fees
pursuant to a fee deferral plan adopted by the Berger/BIAM Worldwide Portfolios
Trust. Under the plan, deferred fees are credited to an account

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<PAGE>

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 January 9, 1998, the officers and trustees of the Trust as a group
owned 2.16% 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 Advisor is a Delaware limited liability company formed in 1996. Since
the Advisor was only recently formed, it has only limited prior experience as an
investment advisor. However, the Advisor is a joint venture between Berger
Associates, Inc. ("Berger Associates") and Bank of Ireland Asset Management
(U.S.) Limited ("BIAM"), the Sub-Advisor to the Portfolio, which have both been
in the investment advisory business for many years.

Berger Associates 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

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.

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<PAGE>

INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT

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

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

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

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

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

TRADE ALLOCATIONS

Investment decisions for the Portfolio and other accounts advised by the
Sub-Advisor are made independently with a view to achieving each of their
respective investment objectives and after consideration of such factors as
their current holdings, availability of cash for investment and the size of

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<PAGE>

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

RESTRICTIONS ON PERSONAL TRADING

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

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

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<PAGE>

under the Code of Ethics and must instruct their broker to provide the
Sub-Advisor with duplicate confirmations of all such personal trades.

5. EXPENSES OF THE FUND

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

SERVICE ARRANGEMENTS FOR THE FUND

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

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<PAGE>

(including the fees of any services providers whose services are procured by the
Advisor), plus an additional 0.01% of the Fund's average daily net assets. The
trustees of the Trust regularly review amounts paid to and expenditures incurred
by the Advisor pursuant to the Administrative Services Agreement. In addition,
in the event that the Advisor's duties under the Administrative Services
Agreement are delegated to another party, the Advisor may take into account, in
calculating the cost of such services, only the costs incurred by such other
party in discharging the delegated duties.

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

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<PAGE>

its net assets, subject to certain minimums, and reimburses IFTC for certain
out-of-pocket expenses.

For the period October 11, 1996 (commencement of operations) through the
end of the Portfolio's first fiscal year on September 30, 1997, the Portfolio
paid BBOI Worldwide $560,000 for its services under the Investment Advisory
Agreement, which was reduced by a $61,000 advisory fee waiver. The investment
advisory fee paid by the Portfolio is borne indirectly pro rata by the Fund and
the other mutual funds invested in the Portfolio. In addition, during the same
period, the Fund paid BBOI Worldwide $13,000 for its services under the
Administrative Services Agreement.

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

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 fiscal year were as follows:

BROKERAGE COMMISSIONS

- --------------------------------------------------------------------------------
Fiscal Year Ended
September 30, 1997(1)
- --------------------------------------------------------------------------------
Berger/Biam International Portfolio $234,000
- --------------------------------------------------------------------------------

(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. 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

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<PAGE>

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

In accordance with these provisions, the Sub-Advisor may place portfolio
brokerage business of the Portfolio with brokers who provide useful research
services to the Sub-Advisor. Such research services may include computerized
stock quotation and trading services, fundamental and technical analysis data
and software, broker and other third-party equity research, computerized
stock market and business news services, economic research and account
performance data.

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

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.

In selecting broker and dealers and in negotiating commissions, the
Portfolio's Sub-Advisor considers a number of factors, including among others:
the Sub-Advisor's knowledge of currently available negotiated commission rates
or prices of securities currently available and other current transaction costs;
the nature of the security being traded; the size and type of the transaction;
the nature and character of the markets for the security to be purchased or
sold; the desired timing of the trade; the activity existing and expected in the
market for the particular security; confidentiality; the quality of the
execution, clearance and settlement services; financial stability of the broker
or dealer; the existence of actual or apparent operational problems of any
broker or dealer; and research products or services provided. The trustees have
also authorized sales of shares of the Fund by a broker-dealer and the
recommendations of a broker-dealer to its customers that they purchase Fund
shares to be considered as factors in the selection of broker-dealers to execute
portfolio transactions for the Portfolio. In addition, payments made by brokers
to the Fund or the

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<PAGE>

Portfolio or to other persons on behalf of the Fund or the Portfolio for
services provided to the Fund or the Portfolio for which it would otherwise be
obligated to pay may also be considered. In placing portfolio business with any
such broker or dealer, the Sub-Advisor of the Portfolio will seek the best
execution of each transaction.

7. PURCHASE OF SHARES

Minimum Initial Investment $1,000,000.00

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

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

Payment for shares purchased may be made by wire, electronic funds transfer
or mail. All purchase orders are effected at the relevant net asset value per
share of the Fund next determined after receipt of the purchase order, completed
application and payment. A purchase order, together with payment in proper
form, received by the Fund, its authorized agent or designee prior to the close
of the New York Stock Exchange (the "Exchange") on a day the Fund is open for
business will be effected at that day's net asset value. An order received
after that time will be effected at the net asset value determined on the next
business day.

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

In addition, Fund shares may be purchased through certain organizations
which make available investment accounts, programs or pension or retirement
plans. These organizations may charge investors a transaction or other fee for
their services, may require different minimum initial and subsequent investments
than the Fund and may impose other charges or restrictions different from those
applicable to shareholders who invest in the Fund directly. Fees charged by
these organizations will have the effect of reducing a shareholder's total
return on an investment in Fund shares. No such charge will apply to an
investor who purchases the Fund shares directly from the Fund.

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>

determined by dividing the total value of its assets, less liabilities, by the
total number of shares outstanding. Since the Fund invests all of its
investable assets in the Portfolio, the value of the Fund's investable assets
will be equal to the value of its beneficial interest in the Portfolio.

The Portfolio's securities and other assets are valued as follows:
securities listed or traded primarily on national exchanges, The Nasdaq Stock
Market and foreign exchanges are valued at the last sale price on such markets,
or, if such a price is lacking for the trading period immediately preceding the
time of determination, such securities are valued at the mean of their current
bid and asked prices. Securities that are traded in the over-the-counter market
are valued at the mean between their current bid and asked prices. The market
value of individual securities held by the Portfolio will be determined by using
prices provided by pricing services which provide market prices to other mutual
funds or, as needed, by obtaining market quotations from independent
broker/dealers. Short-term money market securities maturing within 60 days are
valued on the amortized cost basis, which approximates market value. All assets
and liabilities initially expressed in terms of non-U.S. dollar currencies are
translated into U.S. dollars at the prevailing market rates as quoted by one or
more banks or dealers shortly before the close of the Exchange. Securities and
assets for which quotations are not readily available 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.

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.

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<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 a proportionate share of the Portfolio's assets and will be deemed
to be entitled to the Portfolio's income or loss attributable to that share.
The Portfolio has advised the Fund that it intends to conduct its operations so
as to enable its investors, including the Fund, to satisfy those requirements.

TAX ON FUND DISTRIBUTIONS. With certain exceptions provided by law, the
Fund will report annually to the Internal Revenue Service and to each
shareholder information about the tax treatment of the shareholder's
distributions. Dividends paid by the Fund, whether received in cash or
reinvested in additional Fund shares, will be treated as ordinary income to the
shareholders. Distributions of net capital gain, whether received in cash or
reinvested in Fund shares, will be taxable to the shareholders, but the rate of
tax 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 18
months will be subject to a maximum tax rate of 20%; net capital gains from
assets held for more than one year but no more than 18 months will be subject to
a maximum tax rate of 28%; and net capital gains from assets held for one year
or less will be taxed as ordinary income. 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.

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<PAGE>

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 IRS interest charges. Appropriate tax elections may be made to mitigate
the tax effects of owning PFIC stock, including elections to "mark-to-market"
PFIC shares each year. The mark-to-market regime may increase or decrease the
Fund's distributable income.

INCOME FROM CERTAIN TRANSACTIONS. Some or all of the 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.

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.

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<PAGE>

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.

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

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

Quotations of average annual total return for the Fund will be expressed in
terms of the average annual compounded rate of return of a hypothetical
investment in the Fund over periods of 1, 5 and 10 years, or for the life of the
Fund, if shorter. These are the rates of return that would equate the initial
amount invested to the ending redeemable value. These rates of return are
n
calculated pursuant to the following formula: P(1 + T) = 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

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<PAGE>

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, 1997, and for
the period from July 31, 1989(inception of the Pool) through September 30, 1997,
the average annual total returns for the Fund were 16.3%, 14.1%, 13.9% and
13.8%, 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.

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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<PAGE>

legislative provisions, it is possible that a court might hold that the
shareholders of the Trust are not entitled to the limitations of liability set
forth in Delaware law or the Trust Instrument and, accordingly, that they may be
personally liable for the obligations of the Trust.

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

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

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

BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST AND THE PORTFOLIO

Worldwide Portfolios is also a Delaware business trust organized on May 31,
1996. The Portfolio was established on May 31, 1996, as a series of Worldwide
Portfolios. The Portfolio commenced operations upon the transfer to the
Portfolio of assets held in a pooled trust. See Section 13-Performance
Information above for additional information on the asset transfer.

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

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

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<PAGE>

DISTRIBUTION

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

The Trust, on behalf of the Fund, and the Distributor are parties to a
Distribution Agreement that continues until April 30, 1998, and thereafter from
year to year if such continuation is specifically approved at least annually by
the trustees or by vote of a majority of the outstanding shares of the Fund and
in either case by vote of a majority of the trustees of the Trust who are not
"interested persons" (as that term is defined in the Investment Company Act of
1940) of the Trust or the Distributor. The Distribution Agreement is subject to
termination by the Fund or the Distributor on 60 days' prior written notice, and
terminates automatically in the event of its assignment. Under the Distribution
Agreement, the Distributor continuously offers the Fund's shares and solicits
orders to purchase Fund shares at net asset value.

PRINCIPAL SHAREHOLDERS

Insofar as the management of the Fund is aware, as of January 9, 1998, no
person owned, beneficially or of record, more than 5% of the outstanding shares
of the Fund, except for the following:

- --------------------------------------------------------------------------------
OWNER PERCENTAGE OF THE FUND
- --------------------------------------------------------------------------------
Citizens Bank New Hampshire 66.41%(1)
870 Westminster St.
Providence, RI 02903
- --------------------------------------------------------------------------------
SEI Trust Co. 6.83%(2)
FBO The Trust Co.
One Freedom Valley Dr.
Oaks, PA 19456
- --------------------------------------------------------------------------------

(1) Constitutes 2.55% of the Trust's total outstanding shares.

(2) Constitutes 0.26% 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 TRUST
- --------------------------------------------------------------------------------
Charles Schwab & Co., Inc. 25.41%
101 Montgomery Street
San Francisco, CA 94104
- --------------------------------------------------------------------------------
Atlantic Trust Co. NA 11.51%
Nominee Account
100 Federal St., Fl. 37
Boston, MA 02110
- --------------------------------------------------------------------------------
Marshall & Ilsley Trust Co. 7.35%
1000 N. Water St., Fl. 14
Milwaukee WI 53202
- --------------------------------------------------------------------------------

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<PAGE>

- --------------------------------------------------------------------------------
Boston Harbor Trust co. NA 9.60%
Nominee Account
100 Federal St., 37th Fl.
Boston, MA 02110
- --------------------------------------------------------------------------------
Wachovia Bank NA, Trustee 7.51%
P.O. Box 100
West Point, VA 23181
- --------------------------------------------------------------------------------

OTHER INFORMATION

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

Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, acted as
independent accountants for the Fund and the Portfolio for the period ended
September 30, 1997.

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

FINANCIAL STATEMENTS

The following financial statements are incorporated herein by reference
from the Annual Report on the Fund dated September 30, 1997 in each case
along with the Report of Independent Accountants thereon dated November 11,
1997:

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

Statement of Assets and Liabilities as of September 30, 1997

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

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

Notes to Financial Statements, September 30, 1997

Financial Highlights 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, 1997

Statement of Assets and Liabilities as of September 30, 1997

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

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

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<PAGE>

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

Notes to Financial Statements, September 30, 1997

A copy of the above-referenced Annual Report is enclosed with a copy of
this SAI.

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<PAGE>

APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

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

Securities rated below investment grade are subject to greater risk that
adverse changes in the financial condition of their issuers or in general
economic conditions, or an unanticipated rise in interest rates, may impair the
ability of their issuers to make payments of interest and principal or
dividends. The market prices of lower grade securities are generally less
sensitive to interest rate changes than higher-rated investments, but more
sensitive to economic changes or individual corporate developments. Periods of
economic uncertainty and change can be expected to result in volatility of
prices of these securities. Lower rated securities also may have less liquid
markets than higher rated securities, and their liquidity as well as their value
may be adversely affected by poor economic conditions. Adverse publicity and
investor perceptions as well as new or proposed laws may also have a negative
impact on the market for high-yield/high-risk bonds. In the event of an
unanticipated default, the Portfolio will experience a reduction in its income
and could expect a decline in the market value of the securities affected. The
prices of these securities may be more volatile and the markets for them may be
less liquid than those for higher-rated securities.

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

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

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

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

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<PAGE>

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

CORPORATE BOND RATINGS

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

KEY TO MOODY'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

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<PAGE>

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

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

KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

-34-
<PAGE>

[FRONT COVER]

THE BERGER FUNDS PROSPECTUS

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BERGER/BIAM INTERNATIONAL CORE FUND
(Long-term Capital Appreciation)

JANUARY 31, 1998

- --------------------------------------------------------------------------------
This prospectus gives you important information about this Fund. Please read it
carefully before you invest in the Fund. Keep it for future reference.
- --------------------------------------------------------------------------------
Please remember that mutual fund shares are not deposits or obligations of, or
guaranteed by, any bank or other depository institution. Shares are not insured
by the FDIC, the Federal Reserve Board or any other governmental agency.
Investment in the Fund is subject to investment risk, including possible loss of
principal.
- --------------------------------------------------------------------------------
Like all mutual funds, these securities have not been approved or disapproved by
the Securities and Exchange Commission (SEC). Also, the SEC has not passed upon
the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.
- --------------------------------------------------------------------------------

<PAGE>

BERGER/BIAM INTERNATIONAL CORE FUND

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

UNLIKE MANY OTHER MUTUAL FUNDS WHICH DIRECTLY ACQUIRE AND MANAGE THEIR OWN
PORTFOLIOS OF SECURITIES, THE FUND SEEKS ITS INVESTMENT OBJECTIVE BY INVESTING
ALL OF ITS INVESTABLE ASSETS IN THE PORTFOLIO, AS DESCRIBED ABOVE. Accordingly,
the investment performance of the Fund will derive from the investment
performance of the Portfolio. The Portfolio is a diversified, open-end
management investment company and a series of a separate trust known as the
Berger/BIAM Worldwide Portfolios Trust ("Worldwide Portfolios"). The
Portfolio's investment objective and policies are identical to those of the
Fund. For further information about the Fund's structure, see "Introduction" and
"Additional Information About Master/Feeder Structure."

The Portfolio is advised by BBOI Worldwide LLC ("BBOI Worldwide" or the
"Advisor"), which has delegated daily portfolio management of the Portfolio to
Bank of Ireland Asset Management (U.S.) Limited ("BIAM" or the "Sub-Advisor").
See "Management and Investment Advice" and "Expenses of the Fund."

The Fund is designed primarily for direct investment by institutional
investors such as pension and profit-sharing plans, employee benefit trusts,
endowments, foundations and corporations, as well as high net worth
individuals. Shares of the Fund are also offered through certain financial
intermediaries that may charge their customers transaction or other fees with
respect to the customers' investment in the Fund. For details, see "Purchase
of Shares in the Fund."

<PAGE>

Table of Contents

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

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

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

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

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

5. Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . 8

6. Additional Information About Master/Feeder Structure . . . . . . . . . 8

7. Management and Investment Advice . . . . . . . . . . . . . . . . . . . 9

8. Expenses of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . 11

9. Purchase of Shares in the Fund . . . . . . . . . . . . . . . . . . . . 13

10. Net Asset Value . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

11. Open Account System and Confirmations . . . . . . . . . . . . . . . . 15

12. Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . . . . 15

13. Exchange Privilege. . . . . . . . . . . . . . . . . . . . . . . . . . 17

14. Plans and Programs. . . . . . . . . . . . . . . . . . . . . . . . . . 17

15. Income Dividends, Capital Gains Distributions and Tax Treatment . . . 18

16. Additional Information. . . . . . . . . . . . . . . . . . . . . . . . 19

17. Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

<PAGE>

1. FEE TABLES

SHAREHOLDER TRANSACTION EXPENSES

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

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

- --------------------------------------------------------------------------------
INVESTMENT TOTAL
ADVISORY FUND
FEE OTHER OPERATING
(AFTER WAIVER) EXPENSES** EXPENSES*
(AFTER WAIVER)
- --------------------------------------------------------------------------------
Berger/BIAM International CORE
Fund 0.80%*** 0.30% 1.10%***
- --------------------------------------------------------------------------------
* Total Fund Operating Expenses are comprised of the Fund's annual operating
expenses plus the Fund's pro rata portion of the annual operating expenses
of the Portfolio in which the Fund's assets are invested. See "Expenses of
the Fund."

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

EXAMPLES

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

- --------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEAR 10 YEARS
Berger/BIAM International CORE Fund $11* $35* $61* $134*
- --------------------------------------------------------------------------------
* After waiver.

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

-1-

<PAGE>

the Trust believe that the investment in the Portfolio by investors in
addition to the Fund may enable the Portfolio to achieve economies of scale
which could reduce expenses and, accordingly, that the aggregate per share
expenses of the Fund and the Fund's pro rata share of the expenses of the
Portfolio will be less than or approximately equal to the expenses the Fund
would incur if it retained the services of an investment advisor and the
assets of the Fund were invested directly in the type of securities held by
the Portfolio.

2. CONDENSED FINANCIAL INFORMATION

-2-

<PAGE>

BERGER/BIAM INTERNATIONAL CORE FUND
FINANCIAL HIGHLIGHTS

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

Net asset value, beginning of period . . . . . . . . . . . . . . . . . $10.00
-------
Income from investment operations:
Net investment income . . . . . . . . . . . . . . . . . . . . . . . . 0.08
Net realized and unrealized gains
(losses) on investments and foreign currency transactions . . . . . 1.59
-------
Total from investment operations . . . . . . . . . . . . . . . . . . . 1.67
-------
Less Distributions:
Dividends from net investment income . . . . . . . . . . . . . . . . . 0.00
Distributions from net realized gains. . . . . . . . . . . . . . . . . 0.00
-------
Total distributions. . . . . . . . . . . . . . . . . . . . . . . . . . 0.00
-------
Net asset value, end of period . . . . . . . . . . . . . . . . . . . . $11.67
-------
-------
Total return1. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16.70%
-------
-------
Ratios/Supplemental Data:

Net assets, end of period (in thousands) . . . . . . . . . . . . . . . $97,177

Gross expenses ratio to average net assets2,3. . . . . . . . . . . . . 1.20%

Net expense ratio to average net assets2,3 . . . . . . . . . . . . . . 0.98%

Ratio of net income to average net assets2 . . . . . . . . . . . . . . 1.62%

Portfolio Turnover Rate1,4 . . . . . . . . . . . . . . . . . . . . . . 17%

Average Commission Rate4 . . . . . . . . . . . . . . . . . . . . . . . $0.0248

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

-3-

<PAGE>

3. INTRODUCTION

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

Shareholders

BUY SHARES IN [down arrow]

Fund

INVESTS IN [down arrow]

Portfolio

INVESTS IN [down arrow]

Stocks and
Other Securities

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.

4. INVESTMENT OBJECTIVE AND POLICIES AND RISK FACTORS

The Fund's investment objective is long-term capital appreciation. The Fund
pursues its goal by investing in a portfolio consisting primarily of common
stocks of well-established foreign companies. The Portfolio considers a company
to be foreign if the principal securities trading market for its equity
securities is located outside the U.S. or it is organized under the laws of, and
has a principal office in, a country other than the U.S. The Portfolio's
investment manager first identifies economic and business themes that it
believes provide a favorable framework for selecting stocks. Using fundamental
analysis, the investment manager then selects individual companies best
positioned to take advantage of opportunities presented by these themes. The
Fund does not invest to provide current income, although some income may be
produced while managing the Portfolio.

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

- - Securities that are fundamentally undervalued relative to their long-term
prospective earnings growth rates, their historic valuation levels and
their competitors

- - Business operations predominantly in well-regulated and more stable foreign
markets

-4-

<PAGE>

- - Substantial size and liquidity, strong balance sheets, proven management
and diversified earnings.

The Fund invests all of its investable assets in the Portfolio, which has
the same goals and policies as the Fund. The Portfolio invests primarily in
common stocks with 65% of its total assets in securities of companies located in
at least five different countries outside the United States. Recently, the
Portfolio has been weighted toward countries in Western Europe, Australia and
the Far East. However, it may also invest in other foreign countries, including
developing countries. A majority of the Portfolio's assets are invested in mid-
sized to large capitalization companies. The Portfolio currently considers mid-
sized to large market capitalizations to be those in excess of $1 billion. The
Portfolio may also take positions in convertible securities, preferred stocks,
corporate bonds and short- and long-term foreign or U.S. government securities.

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

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

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

-5-

<PAGE>

the risk of possible losses through the holding of securities by custodians
and securities depositories in foreign countries.

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

Forward foreign currency exchange contracts are privately negotiated (i.e.,
over-the-counter) and the parties may agree to offset or terminate the contract
before its maturity or may hold the contract to maturity and complete the
contemplated delivery of the underlying foreign currency. Transactions in
forward foreign currency exchange contracts by the Portfolio involve the
potential for a loss that may exceed the amount of commitment the Portfolio
would be permitted to make in those contracts under its investment limitations.
The principal risks of the Portfolio's use of forward foreign currency exchange
contracts are: (a) losses resulting from currency market movements not
anticipated by the Portfolio; (b) possible imperfect correlation between
movements in the prices of forward contracts and movements in the spot (i.e.,
cash) prices of the currencies hedged or used to cover such positions; (c) lack
of assurance that the Portfolio will be able to enter into an offset or
termination of the contract at any particular time; and (d) the need for
additional information and skills beyond those required for the management of a
portfolio of traditional securities. In addition, when the Portfolio enters

-6-

<PAGE>

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.

CONVERTIBLE SECURITIES. The Portfolio may also purchase debt or equity
securities which are convertible into common stock when the Sub-Advisor believes
they offer the potential for a higher total return than nonconvertible
securities. While fixed income securities generally have a priority claim on a
corporation's assets over that of common stock, some of the convertible
securities which the Portfolio may hold are high-yield/high-risk securities that
are subject to special risks, including the risk of default in interest or
principal payments which could result in a loss of income to the Portfolio or a
decline in the market value of the securities. Convertible securities often
display a degree of market price volatility that is comparable to common stocks.
The credit risk associated with convertible securities generally is reflected by
their ratings assigned by organizations such as Moody's Investors Service, Inc.,
and Standard & Poor's Corporation, or a similar determination of
creditworthiness by the Sub-Advisor. The Portfolio has no pre-established
minimum quality standards for convertible securities and may invest in
convertible securities of any quality, including lower rated or unrated
securities. However, the Portfolio will not invest in any security in default
at the time of purchase or in any nonconvertible debt securities rated below
investment grade, and the Portfolio will invest less than 20% of the market
value of its assets at the time of purchase in convertible securities rated
below investment grade. If convertible securities purchased by the Portfolio
are downgraded following purchase, or if other circumstances cause 20% or more
of the Portfolio's assets to be invested in convertible securities rated below
investment grade, the trustees of Worldwide Portfolios, in consultation with the
Sub-Advisor, will determine what action, if any, is appropriate in light of all
relevant circumstances. For a further discussion of debt security ratings, see
Appendix A to the Statement of Additional Information.

SECURITIES OF SMALLER COMPANIES. The Portfolio may invest in securities of
companies with small or mid-sized market capitalizations. Market capitalization
is defined as total current market value of a company's outstanding common
stock. Investments in companies with smaller market capitalizations may involve
greater risks and price volatility (that is, more abrupt or erratic price
movements) than investments in larger, more mature companies since smaller
companies may be at an earlier stage of development and may have limited product
lines, reduced market liquidity for their shares, limited financial resources or
less depth in management than larger or more established companies. Smaller
companies also may be less significant factors within their industries and may
have difficulty withstanding competition from larger companies. While smaller
companies may be subject to these additional risks, they may also realize more
substantial growth than larger or more established companies.

LENDING PORTFOLIO SECURITIES. The Portfolio may lend its securities to
qualified institutional investors such as brokers, dealers or other financial
organizations. This practice permits the Portfolio to earn income, which, in
turn, can be invested in additional securities to pursue its investment
objective. Loans of securities by the Portfolio will be collateralized by cash,
letters of credit, or securities issued or guaranteed by the U.S. Government or
its agencies. The collateral will equal at least 100% of the current market
value of the loaned securities, marked-to-market on a daily basis. The
Portfolio bears a risk of loss in the event that the other party to a securities
lending transaction defaults on its obligations and the Portfolio is delayed in
or prevented from exercising its rights to dispose of the collateral, including
the risk of a possible decline in the value of the collateral securities during
the period in which the Portfolio seeks to assert these rights, the risk of
incurring expenses associated with asserting these rights and the risk of losing
all or a part of the income from the transaction. The Portfolio will not lend
any security if, as a result of such loan, the aggregate value of securities
then on loan would exceed 33-1/3% of the market value of the Portfolio's total
assets.

-7-

<PAGE>

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

INVESTMENT RESTRICTIONS

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

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

5. PORTFOLIO TURNOVER

6. ADDITIONAL INFORMATION ABOUT MASTER/FEEDER STRUCTURE

-8-

<PAGE>

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.

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

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

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

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

7. MANAGEMENT AND INVESTMENT ADVICE

-9-
<PAGE>

Trustees") have adopted written procedures reasonably appropriate to deal with
potential conflicts of interest arising from the fact that the same individuals
are trustees of both the Trust and Worldwide Portfolios, up to and including
creating a new board of trustees for the Trust or Worldwide Portfolios. For
more information about the trustees and officers of the Fund and the Portfolio,
see the Statement of Additional Information.

THE ADVISOR

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

Berger Associates serves as investment advisor or sub-advisor to mutual
funds and other institutional investors, and had assets under management of more
than $3.9 billion as of September 30, 1997. 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.

THE SUB-ADVISOR

Since its founding in 1966, Bank of Ireland's investment management
group has become recognized among international and global investment
managers, serving clients in Europe, the United States, Canada, Australia and
South Africa. BIAM, the Sub-Advisor to the Portfolio, is an indirect
wholly-owned subsidiary of Bank of Ireland. Bank of Ireland, founded in
1783, is a publicly traded, diversified financial services group with
business operations worldwide. Bank of Ireland provides investment management
services through a network of related companies, including BIAM which serves
primarily institutional clients in the United States and Canada. Bank of
Ireland and its affiliates managed assets for clients worldwide in excess of
$25 billion as of September 30, 1997.

As permitted in its Investment Advisory Agreement with the Portfolio, the
Advisor has delegated day-to-day portfolio management responsibility to BIAM, as
the Sub-Advisor. As Sub-Advisor, BIAM manages the investments in the Portfolio
and determines what securities and other investments will be purchased,
retained, sold or loaned, consistent with the investment objective and policies
established by the trustees of Worldwide Portfolios.

BIAM serves as investment advisor or sub-advisor to pension and profit-
sharing plans and other institutional investors and mutual funds. BIAM's main
offices are at 26 Fitzwilliam Place, Dublin 2, Ireland. BIAM maintains a
representative office at 20 Horseneck Lane, Greenwich, CT 06830.

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<PAGE>

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

ADVISORY FEES

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

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

8. EXPENSES OF THE FUND

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

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<PAGE>

SERVICE ARRANGEMENTS FOR THE FUND

Under a Sub-Administration Agreement between the Advisor and Berger
Associates, Berger Associates has been delegated the responsibility to perform
certain administrative and recordkeeping services required under the
Administrative Services Agreement and to procure, at the Advisor's expense,
third parties to provide the services not provided by Berger Associates. Under
the Sub-Administration Agreement, Berger Associates is paid a fee by the Advisor
of 0.25% of the Fund's average daily net assets for its services. During
certain periods, Berger Associates may voluntarily waive all or a portion of its
fee from the Advisor, which will not affect the fee paid by the Fund to the
Advisor under the Administrative Services Agreement. Investors Fiduciary Trust
Company ("IFTC") has been appointed to provide recordkeeping and pricing
services to the Fund, including calculating the daily net asset value of the
Fund, and to perform certain accounting and recordkeeping functions that it
requires. In addition, IFTC has been appointed to serve as the Fund's
custodian, transfer agent and dividend disbursing agent. IFTC has engaged DST
Systems, Inc. ("DST"), as sub-transfer agent to provide transfer agency and
dividend disbursing services for the Fund. The fees of Berger Associates, IFTC
and DST are all paid by the Advisor. Approximately 41% of the outstanding shares
of DST are owned by KCSI, which also owns all the outstanding shares of Berger
Associates.

SERVICE ARRANGEMENTS FOR THE PORTFOLIO

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<PAGE>

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

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

DISTRIBUTOR

9. PURCHASE OF SHARES IN THE FUND

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

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

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

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

Payment for shares purchased may be made as follows:

BY WIRE OR ELECTRONIC FUNDS TRANSFER. Payment for shares purchased may be
made by wire or electronic funds transfer. Please call DST Systems, Inc. at
1-800-960-8427 for current wire or electronic funds transfer instructions. The
following information may be requested: name of authorized person; shareholder
name; shareholder account number; name of Fund; amount being wired or
transferred; and name of wiring or transferring bank.

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<PAGE>

BY MAIL. Alternatively, payment for shares purchased may be made by mail,
so long as payment is accompanied or preceded by a completed account
application. Payment should be made by check or money order drawn on a United
States bank and made payable to the "Berger Funds." The Fund will not accept
purchases by cash, credit card, third-party checks or checks drawn on foreign
banks.

Fund shares may also be purchased through certain organizations which make
available investment accounts, programs or pension or retirement plans. These
organizations may charge investors a transaction or other fee for their
services, may require different minimum initial and subsequent investments than
the Fund and may impose other charges or restrictions different from those
applicable to shareholders who invest in the Fund directly. Fees charged by
these organizations will have the effect of reducing a shareholder's total
return on an investment in Fund shares. No such charge will be applicable to an
investor who purchases the Fund shares directly from the Fund.

The Fund reserves the right in its sole discretion to withdraw all or any
part of the offering made by this Prospectus or to reject purchase orders, when
in the judgment of management, such withdrawal or rejection is in the best
interest of the Fund. The Fund also reserves the right at any time to waive the
minimum investment requirements applicable to initial investments or to increase
the minimum investment or account balance requirements following notice.

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

10. NET ASSET VALUE

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

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

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<PAGE>

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 customary U.S. holidays) and the Fund's net asset value is not
calculated. As a result, the net asset value of the Fund may be significantly
affected by such trading on days when shareholders cannot purchase or redeem
shares of the Fund.

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

11. OPEN ACCOUNT SYSTEM AND CONFIRMATIONS

12. REDEMPTION OF FUND SHARES

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

(ii) REDEMPTIONS BY TELEPHONE. All shareholders have Telephone Transaction
Privileges to authorize purchases, exchanges or redemptions unless they
specifically decline this service on the account application or by writing to
the Fund, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141. The
telephone redemption option is not available for shares held in retirement
accounts sponsored by the Fund. Redemption requests may be made by telephoning
DST Systems, Inc., at 1-800-960-8427. To receive the net asset value for a
specific day, a redemption request must be received before the close of the
Exchange on that day. As discussed above, certain requests must be in writing
and the signature of a redeeming shareholder must be signature guaranteed, and
therefore shares may not be redeemed by telephone, if the redemption: is being
made payable other than exactly as registered; is being mailed to an address
which has been changed within 30 days of the redemption request; is being mailed
to an address other than the one on record; or the shares are represented by
share certificates issued to the shareholder.

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<PAGE>

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

A shareholder may request that payment for redeemed shares of the Fund be
made by wire or electronic funds transfer. Shareholders may elect to use these
services on the account application or by providing the Fund with a signature
guaranteed letter requesting these services and designating the bank to receive
all wire or electronic funds transfers. A shareholder may change the
predesignated bank of record by providing the Fund with written, signature
guaranteed instructions. Redemption proceeds paid by wire transfer generally
will be transmitted to the shareholder's predesignated bank account on the next
business day after receipt of the shareholder's redemption request. Redemption
proceeds paid by electronic funds transfer will be electronically transmitted to
the shareholder's predesignated bank account on the second business day after
receipt of the shareholder's redemption request. There is no fee for wire or
electronic funds transfer of proceeds from the redemption of Fund shares.

Shareholders may encounter delays in redeeming shares purchased by check
(other than cashier's or certified checks) or electronic funds transfer if the
redemption request is made shortly after the date of purchase. Proceeds from
the redemption of shares purchased by such methods may be delayed until full
payment for the shares has been received and cleared, which may take up to 15
days from the purchase date. The foregoing policy is to ensure that all
payments for the shares being redeemed have been honored. In addition to the
foregoing restrictions, no redemption payment can be made for shares which have
been purchased by telephone order until full payment for the shares has been
received. In any event, valid redemption requests concerning shares for which
full payment has been made will be priced at the net asset value next determined
after receipt of the request.

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

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<PAGE>

to redemption after only a small redemption has been made by the shareholder.
At least 60 days' written notice will be given to a shareholder before such
an account is redeemed. During that time, the shareholder may add sufficient
funds to the account. If such amount is not added to the account, all shares
remaining in the account will be subject to redemption at the per share net
asset value next determined after the 60th day following the notice. A draft
for the proceeds will be sent to the shareholder unless a share certificate
has been issued, in which case payment will be made upon surrender of the
certificate.

13. EXCHANGE PRIVILEGE

By telephoning the Fund at 1-800-960-8427, or writing to the Fund, c/o DST
at P.O. Box 419958, Kansas City, MO 64141, any shareholder may exchange, without
charge, any or all of the shareholder's shares in the Fund (subject to
applicable minimum account balance requirements) for shares of any of the other
publicly available Berger Funds. Exchanges may be made only if the Berger Fund
into which a shareholder wishes to exchange shares is eligible for sale in the
shareholder's state of residence.

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

Redemptions of shares in connection with exchanges into or out of the Fund
are made at the net asset value per share next determined after the exchange
request is received. To receive a specific day's price, a letter or call must
be received before that day's close of the New York Stock Exchange. Each
exchange represents the sale of shares from one fund and the purchase of shares
in another, which may produce a gain or loss for U.S. Federal income tax
purposes.

14. PLANS AND PROGRAMS

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 establish such
a plan may be obtained by writing to the Fund, c/o DST Systems, Inc., P.O.
Box 419958, Kansas City, MO 64141, or call 1-800-960-8427.

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<PAGE>

15. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT

DISTRIBUTIONS OF INCOME AND GAINS

All dividends and capital gains distributions paid by the Fund will be
automatically reinvested in shares of the Fund at the net asset value on the ex-
dividend date unless an investor specifically requests that either dividends or
distributions, or both, be paid in cash. The election to receive dividends or
distributions in cash or to reinvest them in Fund shares may be changed by
calling the Berger Funds at 1-800-960-8427 or by written request to the Berger
Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141, and must
be received at least ten days prior to the record date of any dividend or
capital gains distribution.

SHAREHOLDER TAXES

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

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

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

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

TAX TREATMENT OF THE FUND

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

ADDITIONAL TAX INFORMATION

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

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<PAGE>

16. ADDITIONAL INFORMATION

The Trust is a Delaware business trust organized on May 31, 1996. The Fund
was established on May 31, 1996, as a series or fund under the Trust. Since the
Trust and the Fund were only recently organized, they have only limited prior
operating history, although the Fund calculates its performance taking into
account the prior performance of a pool of assets that was transferred into the
Portfolio as described under "Performance" below.

The Trust is authorized to issue an unlimited number of shares of
beneficial interest in series. The Trust is also authorized to establish
multiple classes of shares representing differing interests in an existing or
new series. As of the date of this Prospectus, the series comprising the
Berger/BIAM International CORE Fund is one of three series established under the
Trust, although others may be added in the future. Shares of the Fund are fully
paid and non-assessable when issued. Each share has a par value of $.01. All
shares issued by the Fund participate equally in dividends and other
distributions by the Fund, and in the residual assets of the Fund in the event
of its liquidation.

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

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

17. PERFORMANCE

From time to time in advertisements, the Fund may discuss its performance
ratings as published by recognized mutual fund statistical services, such as
Lipper Analytical Services, Inc., CDA Investment Technologies, Inc.,
Morningstar, Inc., or Value Line Investment Survey or by publications of general
interest such as THE WALL STREET JOURNAL, INVESTOR'S BUSINESS DAILY, MONEY,
BARRON'S, FINANCIAL WORLD or KIPLINGER'S PERSONAL FINANCE MAGAZINE. In
addition, the Fund may compare its performance to that of recognized broad-based
securities market indices, including the Morgan Stanley Capital International
EAFE (Europe, Australasia, Far

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<PAGE>

East) Index, the Dow Jones World Index, the Standard & Poor's 500 Stock
Index, the Standard & Poor's 400 Mid-Cap Index, the Nasdaq Composite Index,
or more narrowly-based or blended indices which reflect the market sectors in
which the Fund invests.

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

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

The Portfolio commenced operations in October 1996, upon the transfer to
the Portfolio of assets held in a pooled trust (the "Pool") maintained by
Citizens Bank New Hampshire, for which BIAM has provided day-to-day portfolio
management as sub-advisor since the inception of the Pool. BIAM's bank holding
company parent indirectly owns a 23.5% interest in the parent of Citizens Bank
New Hampshire. The investment objective, policies, limitations, guidelines and
strategies of the Pool were materially equivalent to those of the Fund and the
Portfolio. Assets from the Pool were transferred to a separate "feeder" fund
investing in the Portfolio which, in turn, transferred those assets to the
Portfolio in exchange for an interest in the Portfolio. As a result of this
transaction, the investment holdings in the Portfolio (in which the Fund invests
all of its investable assets) were the same as the investment holdings in the
portfolio of the Pool immediately prior to the transfer, except for the seed
capital provided by Berger Associates.

The Pool was not a registered investment company since it was exempt from
registration under the Investment Company Act of 1940 (the "1940 Act"). Since,
in a practical sense, the Pool constitutes the "predecessor" of the Portfolio,
the Fund calculates its performance for periods commencing prior to the transfer
of the Pool's assets to the Portfolio by including the Pool's total return,
adjusted at the time of the transfer to reflect any anticipated increase in fees
and expenses for the Fund (that is, adjusted to reflect any anticipated increase
in expenses, including the Fund's pro rata share of the aggregate annual
operating expenses, net of fee waivers, of the Portfolio in which all of the
investable assets of the Fund are invested).

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[BACK COVER]

[LOGO]
BERGER
Together we can
move mountains (R)

The Statement of Additional Information (SAI) has been filed with the SEC and is
incorporated by reference in its entirety into this prospectus (meaning it
legally becomes a part of this prospectus). The SAI also incorporates by
reference the financial statements and independent accountant's report from the
Fund's 1997 Annual Report. The SAI and current Annual and Semi-Annual Report,
which includes the Fund's financial statements, independent accountant's report,
further performance information, portfolio holdings and a statement from Fund
management, may be obtained without charge by calling the Fund at 1-800-706-
0539. You may also read or download the SAI, plus other information and
material incorporated by reference in this prospectus, from the SEC's Internet
Web site at www.sec.gov.

Shareholders with questions should write to the Fund, c/o BBOI Worldwide, P.O.
Box 5005, Denver, CO 80217, or call 1-303-329-0200 or 1-800-706-0539 or contact
us online at www.bergerfunds.com.

Prospectus printed on recycled paper.

<PAGE>

BERGER/BIAM INTERNATIONAL CORE FUND

STATEMENT OF ADDITIONAL INFORMATION

SHAREHOLDER SERVICES: 1-800-551-5849

This Statement of Additional Information ("SAI") about the Berger/BIAM
International CORE Fund (the "Fund"), a series of the Berger/BIAM Worldwide
Funds Trust (the "Trust"), is not a prospectus. It should be read in
conjunction with the Prospectus describing the Fund, dated January 31, 1998, 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.

JANUARY 31, 1998

<PAGE>

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

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

Introduction Section 3

1. Investment Policies Section 3, 4, 5

2. Investment Restrictions Section 4

3. Management of the Fund Section 7

4. Investment Advisor and Sub-Advisor Section 7

5. Expenses of the Fund Section 7, 8

6. Brokerage Policy Section 7, 8

7. Purchase of Shares Section 9

8. Net Asset Value Section 10

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

10. Suspension of Redemption Rights Section 12

11. Plans and Programs Section 14

12. Exchange Privilege Section 13, 14

13. Performance Information Section 17

14. Additional Information Section 16

Financial Statements

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<PAGE>

INTRODUCTION

The Berger/BIAM International CORE Fund is a mutual fund, or an open-end,
management investment company. The Fund is a diversified fund. The investment
objective of the Fund is long-term capital appreciation. This is also the
investment objective of the Portfolio in which the Fund invests all of its
investable assets. The Fund does not invest to provide current income, although
some income may be produced while managing the portfolio.

1. INVESTMENT POLICIES

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<PAGE>

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.

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<PAGE>

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

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

-3-
<PAGE>

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<PAGE>

CONVERTIBLE SECURITIES. The Portfolio may also purchase debt or equity
securities which are convertible into common stock when the Sub-Advisor believes
they offer the potential for a higher total return than nonconvertible
securities. While fixed income securities generally have a priority claim on a
corporation's assets over that of common stock, some of the convertible
securities which the Portfolio may hold are high-yield/high-risk securities that
are subject to special risks, including the risk of default in interest or
principal payments which could result in a loss of income to the Portfolio or a
decline in the market value of the securities. Convertible securities often
display a degree of market price volatility that is comparable to common stocks.
The credit risk associated with convertible securities generally is reflected by
their ratings assigned by organizations such as Moody's Investors Service, Inc.,
and Standard & Poor's Corporation, or a similar determination of
creditworthiness by the Sub-Advisor. The Portfolio has no pre-established
minimum quality standards for convertible securities and may invest in
convertible securities of any quality, including lower rated or unrated
securities. However, the Portfolio will not invest in any security in default
at the time of purchase or in any nonconvertible debt securities rated below
investment grade, and the Portfolio will invest less than 20% of the market
value of its assets at the time of purchase in convertible securities rated
below investment grade. If convertible securities purchased

-5-
<PAGE>

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.

-6-
<PAGE>

-7-
<PAGE>

-8-
<PAGE>

2. INVESTMENT RESTRICTIONS

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

-9-
<PAGE>

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

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

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<PAGE>

Portfolio from entering into futures, forwards and options contracts or from
making margin payments and other deposits in connection therewith.

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

3. MANAGEMENT OF THE FUND

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<PAGE>

-12-
<PAGE>

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

* 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

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<PAGE>

trustees receive any form of pension or retirement benefit compensation from the
Trust.

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

(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.

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<PAGE>

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 January 9, 1998, the officers and trustees of the Trust as a group
owned none of the outstanding shares of the Berger/BIAM International CORE Fund
and less than 1% of the outstanding shares of the Trust.

4. INVESTMENT ADVISOR AND SUB-ADVISOR

INVESTMENT ADVISOR

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

SUB-ADVISOR

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<PAGE>

INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT

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

TRADE ALLOCATIONS

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<PAGE>

RESTRICTIONS ON PERSONAL TRADING

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<PAGE>

under the Code of Ethics and must instruct their broker to provide the
Sub-Advisor with duplicate confirmations of all such personal trades.

5. EXPENSES OF THE FUND

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

SERVICE ARRANGEMENTS FOR THE FUND

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

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<PAGE>

SERVICE ARRANGEMENTS FOR THE PORTFOLIO

Under the Investment Advisory Agreement between the Advisor and the
Portfolio, in addition to providing advisory services, the Advisor is
responsible for providing or arranging for all managerial and administrative
services necessary for the operations of the Portfolio. The Advisor is
responsible for providing certain of these services at its own expense, such as
compliance monitoring and preparing investor communications, which have been
delegated to Berger Associates as part of the Sub-Administration Agreement
discussed above. Other services are procured from third party service providers
at the Portfolio's own expense, such as custody, recordkeeping and pricing
services. The Portfolio has appointed IFTC as recordkeeping and pricing agent
to calculate the daily net asset value of the Portfolio and to perform certain
accounting and recordkeeping functions required by the Portfolio. In addition,
the Portfolio has appointed IFTC as its custodian and transfer agent. IFTC has
engaged State Street Bank and Trust Company ("State Street"), 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.

For the period October 11, 1996 (commencement of operations) through the
end of the Portfolio's first fiscal year on September 30, 1997, the Portfolio
paid BBOI Worldwide $560,000 for its services under the Investment Advisory
Agreement, which was reduced by a $61,000 advisory fee waiver. The investment
advisory fee paid by the Portfolio is borne indirectly pro rata by the Fund and
the other mutual funds invested in the Portfolio. In addition, during the same
period, the Fund paid BBOI Worldwide $43,000 for its services under the
Administrative Services Agreement.

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<PAGE>

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

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.

-20-
<PAGE>

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.

7. PURCHASE OF SHARES

Minimum Initial Investment $1,000,000.00

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<PAGE>

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

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.

-22-
<PAGE>

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.

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.

9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

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<PAGE>

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

-24-
<PAGE>

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.

10. SUSPENSION OF REDEMPTION RIGHTS

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

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<PAGE>

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.

12. EXCHANGE PRIVILEGE

13. PERFORMANCE INFORMATION

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

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

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<PAGE>

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.

For the 1-year, 3-year and 5-year periods ended September 30, 1997, and for
the period from July 31, 1989 (inception of the Pool) through September 30,
1997, the average annual total returns for the Fund were 16.6%, 14.2%, 14.0% and
14.0%, 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 Trust is
authorized to issue an unlimited number of shares of beneficial interest in
series or portfolios. Currently, the series comprising the Fund is one of three
series established under the Trust, although others may be added in the future.
The Trust is also authorized to establish multiple classes of shares
representing differing interests in an existing or new series.

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<PAGE>

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

DISTRIBUTION

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<PAGE>

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 January 9, 1998, no
person owned, beneficially or of record, more than 5% of the outstanding shares
of the Fund, except for the following:

- --------------------------------------------------------------------------------
OWNER PERCENTAGE OF THE FUND
- --------------------------------------------------------------------------------

Charles Schwab & Co., Inc. 26.72%(1)
101 Montgomery Street
San Francisco, CA 94104
- --------------------------------------------------------------------------------
Atlantic Trust Co. NA 13.58%(2)
Nominee Account
100 Federal St., Fl. 37
Boston, MA 02110
- --------------------------------------------------------------------------------
Marshall & Ilsley Trust Co. 8.67%(3)
1000 N. Water St., Fl. 14
Milwaukee WI 53202
- --------------------------------------------------------------------------------
Boston Harbor Trust Co. NA 11.33%(4)
Nominee Account
100 Federal St., 37th Fl.
Boston, MA 02110
- --------------------------------------------------------------------------------
Wachovia Bank NA, Trustee 8.85%(5)
P.O. Box 100
West Point, VA 23181
- --------------------------------------------------------------------------------

(1) In addition, Charles Schwab & Co. Inc. holds of record 24.19% of the
Berger/BIAM International Fund, another series of the Trust, which together with
its shares of the Fund, constitute 25.41% of the Trust's total outstanding
shares.

(2) Constitutes 11.51% of the Trust's total outstanding shares.

(3) Constitutes 7.35% of the Trust's total outstanding shares.

(4) Constitutes 9.60% of the Trust's total outstanding shares.

(5) Constitutes 7.51% of the Trust's total outstanding shares.

OTHER INFORMATION

Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, acted as
independent accountants for the Fund and the Portfolio for the period ended
September 30, 1997.

The Berger/BIAM Worldwide Funds Trust has filed with the Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities of the

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<PAGE>

Berger/BIAM International CORE Fund, of which this SAI is a part. If further
information is desired with respect to the Fund or its securities, reference is
made to the Registration Statement and the exhibits filed as a part thereof.

FINANCIAL STATEMENTS

The following financial statements are incorporated herein by reference
from the Annual Report on the Fund dated September 30, 1997, in each case
along with the Report of Independent Accountants thereon dated November 11,
1997:

For the Berger/BIAM International CORE Fund:

Statement of Assets and Liabilities as of September 30, 1997

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

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

Notes to Financial Statements, September 30, 1997

Financial Highlights 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, 1997

Statement of Assets and Liabilities as of September 30, 1997

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

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

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

Notes to Financial Statements, September 30, 1997

A copy of the above-referenced Annual Report is enclosed with a copy of
this SAI.

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<PAGE>

APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

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<PAGE>

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

CORPORATE BOND RATINGS

KEY TO MOODY'S CORPORATE RATINGS

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

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

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<PAGE>

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

KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

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

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

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

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<PAGE>

BERGER/BIAM WORLDWIDE FUNDS TRUST

PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS:

(a) FINANCIAL STATEMENTS.

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

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

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

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

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

BERGER/BIAM WORLDWIDE FUNDS TRUST

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

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

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

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

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

5. Notes to Financial Statements, September 30, 1997

6. Financial Highlights for the period indicated.

C-1

<PAGE>

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

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

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

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

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

5. Notes to Financial Statements, September 30, 1997

6. Financial Highlights for the period indicated.

BERGER/BIAM WORLDWIDE PORTFOLIOS TRUST

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

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

2. Schedule of Investments as of September 30, 1997

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

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

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

6. Notes to Financial Statements, September 30, 1997

C-2

<PAGE>

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

In Part C of the Registration Statement:

None.

(b) EXHIBITS.

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

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

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

Item 26. NUMBER OF HOLDERS OF SECURITIES

The number of record holders of shares of beneficial interest in the
Registrant as of January 9, 1998, was as follows:

- ----------------------------------------------------------------------------
SERIES OR FUND NUMBER OF HOLDERS
OF SHARES
- ----------------------------------------------------------------------------
Berger/BIAM International Fund 2,167
- ----------------------------------------------------------------------------
International Equity Fund 15
- ----------------------------------------------------------------------------
Berger/BIAM International CORE Fund 24
- ----------------------------------------------------------------------------

Item 27. INDEMNIFICATION

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

C-3

<PAGE>

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

Item 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR

The business of BBOI Worldwide, the investment advisor of the Portfolio, is
described in the Prospectuses in Section 7 and in the Statements of Additional
Information in Section 4 which are included in this Registration Statement.
Information relating to the business and other connections of the officers and
managers of BBOI Worldwide (current and for the past two years) is listed in
Schedules A and D of BBOI Worldwide's Form ADV as filed with the Securities and
Exchange Commission (File No. 801-52264, dated December 30, 1997), which
information from such schedules is incorporated herein by reference.

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

C-4

<PAGE>

Item 29. PRINCIPAL UNDERWRITER

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

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

(b) For Berger Distributors, Inc.:

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

Craig D. Cloyed President and Vice President
Director
- ----------------------------------------------------------------------------
David G. Mertens Vice President and None
Director
- ----------------------------------------------------------------------------
David J. Schultz Chief Financial Assistant Treasurer
Officer, Secretary
and Treasurer
- ----------------------------------------------------------------------------
Brian S. Ferrie Chief Compliance None
Officer
- ----------------------------------------------------------------------------
Kevin R. Fay Director Vice President,
Secretary and
Treasurer
- ----------------------------------------------------------------------------

The principal business address of Mr. Mertens is 1850 Parkway Place, Suite
420, Marietta, GA 30067. The principal

C-5

<PAGE>

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

Item 30. LOCATION OF ACCOUNTS AND RECORDS

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

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

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

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

Item 31. MANAGEMENT SERVICES

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

C-6

<PAGE>

Item 32. UNDERTAKINGS

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

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

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

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

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

C-7

<PAGE>

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

C-8

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Berger/BIAM Worldwide Funds
Trust, certifies that it meets all of the requirements for effectiveness of this
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and 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 30th day of January, 1998.

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

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

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

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

/s/ Gerard M. Lavin President (Principal January 30, 1998
- --------------------------- Executive Officer)
Gerard M. Lavin and Trustee

/s/ Kevin R. Fay Vice President, January 30, 1998
- --------------------------- Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)

/s/ Dennis E. Baldwin* Trustee January 30, 1998
- ---------------------------
Dennis E. Baldwin

/s/ William M.B. Berger* Trustee January 30, 1998
- ---------------------------
William M.B. Berger

C-9
<PAGE>

/s/ Louis R. Bindner* Trustee January 30, 1998
- ---------------------------
Louis R. Bindner

/s/ Katherine A. Cattanach* Trustee January 30, 1998
- ---------------------------
Katherine A. Cattanach

/s/ Paul R. Knapp* Trustee January 30, 1998
- ---------------------------
Paul R. Knapp

/s/ Harry T. Lewis, Jr.* Trustee January 30, 1998
- ---------------------------
Harry T. Lewis, Jr.

/s/ Michael Owen* Trustee January 30, 1998
- ---------------------------
Michael Owen

/s/ William Sinclaire* Trustee January 30, 1998
- ---------------------------
William Sinclaire

/s/ Denis Curran* Trustee January 30, 1998
- ---------------------------
Denis Curran

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

C-10
<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 30th day of January, 1998.

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

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

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

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

/s/ Gerard M. Lavin President (Principal January 30, 1998
- ---------------------------- Executive Officer)
Gerard M. Lavin and Trustee

/s/ Kevin R. Fay Vice President, January 30, 1998
- ---------------------------- Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)

/s/ Dennis E. Baldwin* Trustee January 30, 1998
- ----------------------------
Dennis E. Baldwin

/s/ William M.B. Berger* Trustee January 30, 1998
- ----------------------------
William M.B. Berger

/s/ Louis R. Bindner* Trustee January 30, 1998
- ----------------------------
Louis R. Bindner

C-11
<PAGE>

/s/ Katherine A. Cattanach* Trustee January 30, 1998
- ----------------------------
Katherine A. Cattanach

/s/ Paul R. Knapp* Trustee January 30, 1998
- ----------------------------
Paul R. Knapp

/s/ Harry T. Lewis, Jr.* Trustee January 30, 1998
- ----------------------------
Harry T. Lewis, Jr.

/s/ Michael Owen* Trustee January 30, 1998
- ----------------------------
Michael Owen

/s/ William Sinclaire* Trustee January 30, 1998
- ---------------------------
William Sinclaire

/s/ Denis Curran* Trustee January 30, 1998
- ---------------------------
Denis Curran

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

C-12
<PAGE>

BERGER/BIAM WORLDWIDE FUNDS TRUST
EXHIBIT INDEX

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

(1) Exhibit 1 Trust Instrument
(1) Exhibit 2 Bylaws
Exhibit 3 Not applicable
Exhibit 4 Not applicable
Exhibit 5 Not applicable
(4) Exhibit 6 Distribution Agreement between
Berger/BIAM Worldwide Funds Trust and
Berger Distributors, Inc.
Exhibit 7 Not applicable
(1) Exhibit 8 Custody Agreement between IFTC and
Berger/BIAM Worldwide Funds Trust
(6) Exhibit 9.1.1 New Account Application
* Exhibit 9.1.2 EX-99.B9.1.2 International Equity Fund Account
Application
(1) Exhibit 9.2.1 Form of Administrative Services
Agreement for Berger/BIAM International
Fund
(1) Exhibit 9.2.2 Form of Administrative Services
Agreement for Berger/BIAM International
Institutional Fund
(1) Exhibit 9.2.3 Form of Administrative Services
Agreement for Berger/BIAM International
CORE Fund
(1) Exhibit 9.2.4 Form of Sub-Administration Agreement
between BBOI Worldwide LLC and Berger
Associates, Inc.
(1) Exhibit 9.3 Form of Recordkeeping and Pricing Agent
Agreement
(1) Exhibit 9.4 Form of Agency Agreement
(2) Exhibit 10 Opinion and consent of Davis, Graham &
Stubbs LLP
* Exhibit 11 EX-99.B11 Consent of Price Waterhouse LLP
Exhibit 12 Not applicable
(2) Exhibit 13 Investment Letter from Initial
Stockholder
(5) Exhibit 14.1 Individual Retirement Account
Application and Related Documents
(2) Exhibit 14.2 Investment Company Institute Prototype
Money Purchase Pension and Profit
Sharing Plan Basic Document #01 and
Related Documents
(2) Exhibit 14.3 403(b)(7) Plan Custodial Account
Agreement and Related Documents
(1) Exhibit 15 Rule 12b-1 Plan for Berger/BIAM
International Fund

<PAGE>

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

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

* Filed herewith.
(1) Previously filed with Pre-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed August 19, 1996, and
incorporated herein by reference.
(2) Previously filed with Pre-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A, filed October 8, 1996, and
incorporated herein by reference.
(3) Previously filed with Post-Effective Amendment No. 1 to Registrant's
Registration Statement on Form N-1A, filed October 15, 1996, and
incorporated herein by reference.
(4) Previously filed with Post-Effective Amendment No. 2 to Registrant's
Registration Statement on Form N-1A, filed March 7, 1997, and incorporated
herein by reference.
(5) Previously filed on December 31, 1997, as Exhibit 14.1 to Post-Effective
Amendment No. 58 to the Registration Statement on Form N-1A of The One
Hundred Fund, Inc., and incorporated herein by reference.
(6) Previously filed on December 31, 1997, as Exhibit 9.1 to Post-Effective
Amendment No. 58 to the Registration Statement on Form N-1A of The One
Hundred Fund, Inc., and incorporated herein by reference.
(7) Previously filed with Post-Effective Amendment No. 4 to Registrant's
Registration Statement on Form N-1A, filed December 31, 1997, and
incorporated herein by reference.

<PAGE>

Exhibit 9.1.2

INTERNATIONAL EQUITY FUND
ACCOUNT APPLICATION

For assistance call: (800) 960-8427
-----------------------------------------------------------------------------------------------------
STEP 1 ACCOUNT REGISTRATION AND MAILING ADDRESS
-----------------------------------------------------------------------------------------------------
PRINT EXACTLY AS ACCOUNT IS TO BE REGISTERED.

ACCOUNT REGISTRATION:
-------------------------------- -----------------------------------------------------
TAX IDENTIFICATION NUMBER

( )
- ----------------------------------------------------- -----------------------------------------------------
DAYTIME TELEPHONE

- ----------------------------------------------------- -----------------------------------------------------
ELECTRONIC MAIL ADDRESS

( )
- ----------------------------------------------------- -----------------------------------------------------
STREET ADDRESS SUITE # FAX NUMBER

- -----------------------------------------------------
CITY STATE ZIP

Citizenship: / / US CITIZEN / / NON-RESIDENT ALIEN

/ / RESIDENT ALIEN COUNTRY OF TAX RESIDENCY ___________ TO SEND AN ADDITIONAL STATEMENT
TO A DIFFERENT ADDRESS PLEASE
COMPLETE STEP 7.

-----------------------------------------------------------------------------------------------------
STEP 2 INITIAL INVESTMENT INFORMATION
-----------------------------------------------------------------------------------------------------

Your Initial Investment: $_______________ (MINIMUM INITIAL INVESTMENT - $1,000,000)

Investment Method: / / By check / / By wire

-----------------------------------------------------------------------------------------------------
STEP 3 TRANSACTION INSTRUCTIONS
-----------------------------------------------------------------------------------------------------

ALL SHAREHOLDERS HAVE TELEPHONE TRANSACTION PRIVILEGES TO AUTHORIZE PURCHASES, EXCHANGES AND REDEMPTIONS,
SUBJECT TO APPLICABLE MINIMUMS AND MAXIMUMS THAT ARE DISCLOSED IN THE PROSPECTUS. ALL TELEPHONE TRANSACTIONS
ARE RECORDED AND WRITTEN CONFIRMATIONS INDICATING THE DETAILS OF ALL TELEPHONE TRANSACTIONS WILL BE PROMPTLY
SENT TO THE SHAREHOLDER OF RECORD. PRIOR TO PLACING AN ORDER THE SHAREHOLDER MAY BE REQUIRED TO PROVIDE
CERTAIN IDENTIFYING INFORMATION. SEE THE PROSPECTUS FOR FURTHER INFORMATION.

PURCHASES: To purchase shares by check, simply complete this application and mail it along with a check
made payable to "Berger Funds". Additional purchases by check should be made payable to
"Berger Funds".

To purchase shares by wire, simply call 1-800-960-8427. Then complete this application and
mail it to Berger Funds c/o DST Systems, Inc., P.O. Box 419958 Kansas City, Mo 64141.
Additional purchases by wire can be made by calling 1-800-960-8427 for current wire
instructions.

REDEMPTIONS: To redeem shares by check, simply call 1-800-960-8427. Checks will be sent to the current
address of record.

To redeem shares by wire, simply call 1-800-960-8427. Wires will be made to the bank account
currently on file. Please fill in bank account information below.

THE BANK ACCOUNT NAME AT LEFT
- ------------------------------------------------------------------------- MUST EXACTLY MATCH THE
NAME OF BANK NAME(S) ON BANK ACCOUNT REGISTRATION IN STEP 1.

- ------------------------------------------------------------------------- / / Checking Acct.
STREET ADDRESS BANK ACCOUNT NUMBER

/ / Savings Acct.
- -------------------------------------------------------------------------
CITY STATE ZIP
Please attach a voided check or
( ) savings deposit slip.
- -------------------------------------------------------------------------
BANK TELEPHONE BANK ABA#

<PAGE>

-----------------------------------------------------------------------------------------------------
STEP 4 PERSONS AUTHORIZED TO CONDUCT TRANSACTIONS
-----------------------------------------------------------------------------------------------------

LIST NAMES AND TITLES OF ALL INDIVIDUALS AUTHORIZED BY GOVERNING DOCUMENTS TO DIRECT TRANSACTIONS WITH
RESPECT TO SHARES REGISTERED AS INSTRUCTED BY THIS APPLICATION.

- ----------------------------------------------------- -----------------------------------------------------
NAME (PLEASE PRINT) TITLE SIGNATURE DATE

THE FUND MAY RELY ON THE AUTHORITY OF THE NAMED INDIVIDUALS UNTIL IT RECEIVES WRITTEN NOTIFICATION TO THE
CONTRARY. THE SIGNATURE(S) OF THE AUTHORIZED SIGNER(S) ABOVE ARE REQUIRED TO EXECUTE AND DELIVER ANY
INSTRUMENT NECESSARY TO EFFECT SUCH AUTHORITY, TO CHANGE PREDESIGNATED WIRE INSTRUCTIONS OR THE LIST OF
PERSONS AUTHORIZED TO CONDUCT TRANSACTIONS OR TO EXECUTE ANY INSTRUMENT NECESSARY TO CONVERT, REDEEM OR
TRANSFER SHARES OF THE FUND. THE SIGNATURE OF AT LEAST ____ AUTHORIZED SIGNER(S) ABOVE IS REQUIRED TO
EXECUTE WRITTEN INSTRUCTIONS. THE SIGNATURE OF AT LEAST ____ AUTHORIZED SIGNER(S) ABOVE ARE REQUIRED TO
CHANGE THE NAMED INDIVIDUAL AUTHORIZED SIGNERS.

-----------------------------------------------------------------------------------------------------
STEP 5 DISTRIBUTION OPTIONS
-----------------------------------------------------------------------------------------------------

ALL INCOME AND CAPITAL GAINS DISTRIBUTIONS WILL BE REINVESTED UNLESS YOU CHECK THE BOX(ES) BELOW:

/ / PAY ALL INCOME IN CASH / / PAY ALL CAPITAL GAINS IN CASH

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

------------------------------------------------------------------------------------------------
STEP 6 SIGNATURES
------------------------------------------------------------------------------------------------

By signing below, I represent that I have received and read the Prospectus and agree to its terms and
that pursuant to all necessary corporate or other appropriate action (a) I have full power and authority
to open this account; (b) the above persons are authorized to conduct transactions in this account; (c)
such persons and I hereby ratify any instructions given on this account and any account into which an
exchange is transacted; and (d) I agree that neither the Fund, the Funds advisor or transfer agent nor
Berger Associates will be liable for any loss, cost or expense for acting upon such instructions
believed to be genuine and in accordance with the procedures described in the Prospectus.

Under penalties of perjury, I certify:

(1) The number shown on this form is my correct taxpayer identification number and (2) I am not subject
to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified
by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to
backup withholding.

THE INTERNAL REVENUE SERVICE DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER
THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

/ / Check this box ONLY if the IRS has notified you that you are subject to backup withholding.

--------------------------------------------------------------------------------------------------------
SIGNATURE TITLE DATE

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

-----------------------------------------------------------------------------------------------------
STEP 7 ADDITIONAL DUPLICATE STATEMENTS ONLY
-----------------------------------------------------------------------------------------------------

Please complete this section to receive a duplicate statement.

- ----------------------------------------------------- -----------------------------------------------------
COMPANY NAME ATTENTION

( )
- ----------------------------------------------------- -----------------------------------------------------
STREET ADDRESS SUITE # DAYTIME TELEPHONE

- -----------------------------------------------------
CITY STATE ZIP

-C-1997 Berger Associates, Inc.

</TABLE>

<PAGE>

EXHIBIT 11

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses and
Statements of Additional Information constituting parts of this Post-Effective
Amendment No. 5 to the registration statement on Form N-1A (the "Registration
Statement") of our reports dated November 11, 1997, relating to the financial
statements and financial highlights appearing in the September 30, 1997 Annual
Reports to Shareholders of Berger/BIAM International CORE Fund and International
Equity Fund (two of the funds constituting Berger/BIAM Worldwide Funds Trust),
which are also incorporated by reference into the Registration Statement. We
also consent to the references to us under the heading "Condensed Financial
Information" in the Prospectuses and under the heading "Other Information" in
the Statements of Additional Information.

Price Waterhouse LLP
Denver, Colorado
January 30, 1998