BERGER SMALL COMPANY GROWTH FUND
SUPPLEMENT DATED OCTOBER 20, 1997
to
PROSPECTUS DATED NOVEMBER 28, 1996
AS SUPPLEMENTED FEBRUARY 18, 1997 AND MARCH 31, 1997
The Berger Small Company Growth Fund (the "Fund") will close
to new investors on Monday, November 17, 1997. Due to the Fund's current size
relative to the range of suitable investments available to the Fund, the
Trustees have determined that it is in the best interests of the Fund and its
shareholders to restrict the Fund's growth at this time. After November 17,
1997, you may purchase shares in the Fund if:
- -- You are an existing shareholder in the Fund as of the
closing date and you:
-- Add to your account through the purchase of additional
Fund shares.
-- Add to your account through the reinvestment of
dividends and cash distributions from any shares
owned in the Fund.
- -- You purchase shares as a participant in a 401(k) or other
employee benefit plan that the Fund has approved to include
shares of the Fund as an investment alternative.
- -- You purchase shares as an employee of an eligible employer
that established an omnibus 403(b) account with the Fund on
or before November 17, 1997.
If you redeem or exchange all your remaining Fund shares after
November 17, 1997, you will not be permitted to buy back into the Fund so long
as the Fund remains closed to new investors. If your Fund account drops below
the applicable minimum balance, all your remaining shares will be subject to
involuntary redemption by the Fund as described in the Prospectus.
The Fund may resume sales to new investors at some future date
if the Trustees of the Fund determine that it is in the best interests of the
Fund and its shareholders. All of the other Berger Funds continue to be
available to new investors.
