<PAGE>
BERGER ONE HUNDRED FUND, INC.
BERGER ONE HUNDRED AND ONE FUND, INC.
BERGER SMALL COMPANY GROWTH FUND
SUPPLEMENT TO PROSPECTUS DATED MAY 22, 1995
The directors or trustees of each of the Funds have
authorized Berger Associates to place portfolio transactions on
an agency basis with a broker-dealer affiliated with Berger
Associates. When transactions for a Fund are effected through
that broker-dealer, the commissions payable by the Fund are
credited against, and thereby reduce, certain operating expenses
that the Fund would otherwise be obligated to pay. No portion of
the commissions is retained by the affiliated broker-dealer.
THE DATE OF THIS SUPPLEMENT IS JULY 7, 1995.
<PAGE>
PROSPECTUS
The One Hundred Fund, Inc., doing business as Berger
One Hundred Fund, Inc. ("Berger 100 Fund"), Berger One Hundred
and One Fund, Inc. ("Berger 101 Fund") and Berger Small Company
Growth Fund (together, the "Funds") are "no-load" mutual funds.
This Prospectus describes each of these Funds which have many
features in common but have different investment objectives and
different investment emphases.
BERGER 100[R] FUND
The investment objective of the Berger 100 Fund is
long-term capital appreciation. The Berger 100 Fund seeks to
achieve this objective primarily by investing in common stocks of
established companies which the Fund's adviser believes offer
favorable growth prospects. Current income is not an investment
objective of the Berger 100 Fund, and any income produced will be
a by-product of the effort to achieve the Fund's objective.
BERGER 101[R] FUND
The primary investment objective of the Berger 101 Fund
is capital appreciation. A secondary objective is to provide a
moderate level of current income. The Berger 101 Fund seeks to
achieve these objectives by investing primarily in common stocks
and other securities, such as convertible securities or preferred
stocks, which the Fund's adviser believes offer favorable growth
prospects and may also provide current income.
BERGER SMALL COMPANY GROWTH FUND
The investment objective of the Berger Small Company
Growth Fund is capital appreciation. The Berger Small Company
Growth Fund seeks to achieve this objective by primarily
investing in equity securities (including common and preferred
stocks, convertible debt securities and other securities having
equity features) of small growth companies with market
capitalization of less than $1 billion at the time of initial
purchase.
This Prospectus sets forth concise information about
each of the Funds that a prospective investor should consider
before investing. Investors are advised to retain this
Prospectus for future reference. Additional information about
the Funds has been filed with the Securities and Exchange
Commission. A copy of the Statement of Additional Information,
which is incorporated in its entirety by reference, is available
upon request without charge by writing to the Funds at P. O. Box
5005, Denver, CO 80217, or by calling 1-800-333-1001.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER IN SUCH STATE.
The date of this Prospectus and the Statement of
Additional Information referred to above is MAY 22, 1995.
1
<PAGE>
Table of Contents
Section Page
- ------- ----
1. Fee Tables. . . . . . . . . . . . . . . . . . . . . . . 3
2. Condensed Financial Information . . . . . . . . . . . . 4
3. Introduction. . . . . . . . . . . . . . . . . . . . . . 9
4. Investment Objectives and Policies and Risk Factors . . 9
5. Portfolio Turnover. . . . . . . . . . . . . . . . . . . 16
6. Management and Investment Advice. . . . . . . . . . . . 17
7. Expenses of the Funds . . . . . . . . . . . . . . . . . 19
8. Policies of the Funds to Promote Sales of Fund Shares . 19
9. How to Purchase Shares in the Funds . . . . . . . . . . 21
10. How the Net Asset Value Is Determined . . . . . . . . . 22
11. Open Account System and Stock Certificates. . . . . . . 23
12. How to Redeem or Sell Fund Shares . . . . . . . . . . . 23
13. Exchange Privilege and Systematic Withdrawal Plan . . . 26
14. Tax-Sheltered Retirement Plans. . . . . . . . . . . . . 27
15. Income Dividends, Capital Gains Distributions and Tax
Treatment . . . . . . . . . . . . . . . . . . . . . . . 28
16. Additional Information. . . . . . . . . . . . . . . . . . 29
17. Performance . . . . . . . . . . . . . . . . . . . . . . 30
2<PAGE>
1. FEE TABLES
SHAREHOLDER TRANSACTION EXPENSES (APPLICABLE TO ALL THREE BERGER
FUNDS)
Maximum Sales Load Imposed on Purchases 0%
Maximum Sales Load Imposed on Reinvested Dividends 0%
Deferred Sales Load 0%
Redemption Fees 0%
Exchange Fee 0%
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET
ASSETS)
Total
Other Operating
Management Fee 12b-1 Fee Expenses Expenses
Berger 100 Fund* .75% .25% .44% 1.44%
Berger 101 Fund* .75% .25% .56% 1.56%
Berger Small
Company Growth Fund .90% .25% .75%** 1.90%**
* The Management Fee and 12b-1 Fee stated in the table for the
Berger 100 Fund and the Berger 101 Fund came into effect
with shareholder approval on October 14, 1994. Other
Expenses stated in the tables are actual expenses incurred
during the fiscal year ended September 30, 1994, based on
average net assets for that year, and include transfer
agency fees, shareholder report expenses, registration fees,
custodian fees and other expenses. Under the fee structure
in effect prior to October 14, 1994, Total Fund Operating
Expenses were 1.70% for the Berger 100 Fund and 1.81% for
the Berger 101 Fund for the fiscal year ended 1994. See the
Financial Highlights tables below for additional
information.
** Based on estimated expenses for the current fiscal year of
the Berger Small Company Growth Fund.
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
Berger 100 Fund $15 $46 $79 $172
Berger 101 Fund $16 $49 $85 $186
Berger Small
Company Growth Fund $19* $60* N/A N/A
* Based on estimated expenses for the current fiscal year of
the Berger Small Company Growth Fund.
3<PAGE>
THE EXPENSES SET FORTH IN THE PRECEDING TABLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, AND
ACTUAL EXPENSES MAY BE GREATER OR LESSER 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 LESSER THAN THE ASSUMED AMOUNT.
As a result of the 12b-1 fees paid by the Funds, over time long-
term shareholders in the Funds may pay more than the economic
equivalent of the maximum front end sales charge permitted for
mutual funds by the National Association of Securities Dealers,
Inc. The management fees are higher than those paid by most
other mutual funds.
The purpose of the preceding tables is to assist the investor in
understanding the various costs and expenses that an investor in
any of the Funds will bear directly or indirectly. For the
Berger 100 Fund and the Berger 101 Fund, new management fees,
12b-1 fees and expense reimbursement arrangements came into
effect with shareholder approval on October 14, 1994, and the
expense information in the preceding tables for those Funds has
been restated to reflect what the Funds' expenses would have been
had those new fees and arrangements been in effect during the
fiscal year ended September 30, 1994.
The Funds' investment adviser, Berger Associates, Inc. ("Berger
Associates"), has agreed to reimburse each Fund by the amount, if
any, that the Fund's normal operating expenses in any fiscal
year, including the management fee but excluding the 12b-1 fee,
brokerage commissions, interest, taxes and extraordinary
expenses, exceed the most restrictive expense limitation imposed
by any applicable state. The Funds believe that the most
restrictive limitation currently applicable to the Funds is 2-
1/2% of the first $30,000,000 of average daily net assets, plus
2% of the next $70,000,000, plus 1-1/2% of the balance of the
average daily net assets of the Fund for that fiscal year. The
Funds' expenses are described in greater detail under "Management
and Investment Advice", "Expenses of the Funds", and "Policies of
the Funds to Promote Sales of Fund Shares". See the Financial
Highlights tables below for actual historical financial
information.
2. CONDENSED FINANCIAL INFORMATION
On the following pages are tables setting forth certain financial
highlights of each Fund which have been audited by Smith, Brock &
Gwinn, independent certified public accountants, whose report
thereon is incorporated by reference from the Funds' Annual
Reports into the Statement of Additional Information and may be
obtained by shareholders without charge upon request to the
Funds. Additional performance information is contained in the
most recent Annual Reports for the
4<PAGE>
Funds, which may be obtained upon request and without charge by
calling the Funds at 1-800-333-1001. Subsequent to the fiscal
year ended September 30, 1994, shareholders of the Berger 100
Fund and the Berger 101 Fund approved a new investment advisory
fee, 12b-1 fee and expense limitation, which became effective on
October 14, 1994. The expenses currently applicable to the Funds
are described below under "Management and Investment Advice",
"Expenses of the Funds", and "Policies of the Funds to Promote
Sales of Fund Shares".
5<PAGE>
<TABLE>
<CAPTION>
BERGER ONE HUNDRED FUND, INC.
FINANCIAL HIGHLIGHTS
Years Ended September 30,
------------------------------------------------------------------------------------------
1994<F2> 1993<F2> 1992<F2> 1991<F2> 1990 1989 1988 1987 1986 1985
-------- -------- -------- -------- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period<F1> $16.54 $11.73 $11.13 $ 6.67 $ 8.93 $ 6.14 $8.21 $ 6.72 $ 5.01 $4.82
------ ------ ------ ------ ------ ------ ----- ------ ------ -----
Income From Investment Operations:
Net Investment Income or (Loss)<F1> . (.12) (.14) (.09) (.10) (.02) (.05) (.01) (.03) (.04) (.03)
Net Realized and Unrealized Gains
or (Losses) on Securities<F1> . . . (.46) 4.95 .86 5.15 (1.34) 2.92 (.48) 1.91 1.75 .33
------ ------ ------ ------ ------ ------ ----- ------ ------ -----
Total From Investment Operations<F1>. . (.58) 4.81 .77 5.05 (1.36) 2.87 (.49) 1.88 1.71 .30
------ ------ ------ ------ ------ ------ ----- ------ ------ -----
Less Distributions:
Dividends (from net investment
income)<F1> . . . . . . . . . . . . .00 .00 .00 .00 .00 .00 .00 .00 .00 (.11)
Distributions (from capital gains)<F1> .00 .00 (.17) (.59) (.90) (.08) (1.58) (.39) .00 .00
------ ------ ------ ------ ------ ------ ----- ------ ------ -----
Total Distributions<F1> . . . . . . . . .00 .00 (.17) (.59) (.90) (.08) (1.58) (.39) .00 (.11)
------ ------ ------ ------ ------ ------ ----- ------ ------ -----
Net Asset Value, End of Period<F1>. . . $15.96 $16.54 $11.73 $11.13 $ 6.67 $ 8.93 $6.14 $ 8.21 $ 6.72 $5.01
====== ====== ====== ====== ====== ====== ===== ====== ====== =====
Total Return. . . . . . . . . . . . . . (3.51)%<F3> 41.01%<F3> 6.97% 83.02% (16.84)% 47.31% (4.78)% 29.36% 34.15% 6.37%
====== ====== ====== ====== ====== ====== ===== ====== ====== =====
Ratios/Supplemental Data:
Net Assets, End of Period (in
thousands). . . . . . . . . . . . . 2,228,743 1,407,849 384,089 76,847 12,941 14,008 10,601 11,694 10,552 8,936
Ratio of Expenses to Average
Net Assets. . . . . . . . . . . . . . 1.70%<F3> 1.69%<F3> 1.89% 2.24% 2.13% 1.62% 1.72% 1.61% 1.71% 2.00%
Ratio of Net Income or (Loss) to
Average Net Assets. . . . . . . . . . (.74)%<F3> (1.00)%<F3> (.75)% (1.06)% (.71)% (.54)% (.57)% (.27)% (.47)% (.59)%
Portfolio Turnover Rate . . . . . . . . 64% 74% 51% 78% 145% 83% 166% 106% 122% 130%
<FN>
<F1> Per share amounts for periods 1985 through 1989 have been adjusted to reflect the 3 for 1 split which was effective
December 15, 1989.
<F2> Per share calculations for the period were based on average shares outstanding.
<F3> Ratios are net of a voluntary waiver made under the Fund's former 12b-1 Plan, which reduced 12b-1 payments from 1.0% to
.75% in 1994 and part of 1993. Had the voluntary waiver not been made, the Ratio of Expenses to Average Net Assets
would have been 1.95% in 1994 and 1.88% in 1993, the Ratio of Net Income or (Loss) to Average Net Assets would have been
(.99)% in 1994 and (1.19)% in 1993, and Total Return would have been (3.63)% in 1994 and 40.84% in 1993. Effective
October 14, 1994, a new 12b-1 Plan was adopted with shareholder approval that reduces payments under the Plan to .25%
per year.
</TABLE>
6<PAGE>
<TABLE>
<CAPTION>
BERGER ONE HUNDRED AND ONE FUND, INC.
FINANCIAL HIGHLIGHTS
Years Ended September 30,
-----------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of Period<F1> $11.27 $ 8.96 $ 9.20 $5.88 $ 7.08 $6.46 $ 8.61 $8.93 $7.15 $6.64
------ ------ ------ ----- ------ ----- ------ ----- ----- -----
Income From Investment Operations:
Net Investment Income or (Loss)<F1> . .12 .08 .13 .18 .17 .32 .23 .33 .29 .17
Net Realized and Unrealized Gains
or (Losses) on Securities<F1> . . . .21 2.29 .54 3.25 (1.23) .74 (1.40) 1.15 1.93 .56
------ ------ ------ ----- ------ ----- ------ ----- ----- -----
Total From Investment Operations<F1>. . .33 2.37 .67 3.43 (1.06) 1.06 (1.17) 1.48 2.22 .73
------ ------ ------ ----- ------ ----- ------ ----- ----- -----
Less Distributions:
Dividends (from net investment
income)<F1> . . . . . . . . . . . . (.12) (.06) (.17) (.11) (.14) (.44) (.30) (.30) (.29) (.22)
Distributions (from capital gains)<F1> .00 .00 (.74) .00 .00 .00 (.68) (1.50) (.15) .00
------ ------ ------ ----- ------ ----- ------ ----- ----- -----
Total Distributions<F1> . . . . . . . . (.12) (.06) (.91) (.11) (.14) (.44) (.98) (1.80) (.44) (.22)
------ ------ ------ ----- ------ ----- ------ ----- ----- -----
Net Asset Value, End of Period<F1>. . . $11.48 $11.27 $8.96 $9.20 $ 5.88 $7.08 $ 6.46 $8.61 $8.93 $7.15
====== ====== ===== ===== ====== ===== ====== ===== ===== =====
Total Return. . . . . . . . . . . . . . 2.91%<F2> 26.48%<F2> 7.96% 58.76% (15.18)% 17.33% (12.72)% 19.89% 31.91% 11.01%
====== ====== ====== ====== ====== ===== ====== ===== ===== =====
Ratios/Supplemental Data:
Net Assets, End of Period (in
thousands). . . . . . . . . . . . . 391,570 112,932 32,942 4,081 4,166 1,845 2,161 2,798 2,709 1,595
Ratio of Expenses to Average
Net Assets. . . . . . . . . . . . . . 1.81%<F2> 2.10%<F2> 2.56% 2.66% 2.48% 2.00% 2.00% 1.79% 1.96% 2.00%
Ratio of Net Income or (Loss) to
Average Net Assets. . . . . . . . . . 1.19%<F2> 1.05%<F2> 1.05% 1.99% 1.74% 5.09% 3.48% 4.04% 3.65% 2.42%
Portfolio Turnover Rate . . . . . . . . 23% 62% 42% 143% 139% 132% 159% 241% 187% 166%
<FN>
<F1> Per share amounts for periods 1985 through 1989 have been adjusted to reflect the 2 for 1 split which was effective
December 15, 1989.
<F2> Ratios are net of a voluntary waiver made under the Fund's former 12b-1 Plan, which reduced 12b-1 payments from 1.0% to
.75% in 1994 and part of 1993. Had the voluntary waiver not been made, the Ratio of Expenses to Average Net Assets
would have been 2.06% in 1994 and 2.29% in 1993, the Ratio of Net Income or (Loss) to Average Net Assets would have been
.94% in 1994 and .86% in 1993, and Total Return would have been 2.73% in 1994 and 26.34% in 1993. Effective October 14,
1994, a new 12b-1 Plan was adopted with shareholder approval that reduces payments under the Plan to .25% per year.
</TABLE>
7<PAGE>
<TABLE>
<CAPTION>
BERGER SMALL COMPANY GROWTH FUND
FINANCIAL HIGHLIGHTS
Period Ended
September 30, 1994
------------------
<S> <C>
Net Asset Value, Beginning of Period . . . . . . . . . . . . $2.50
----
Income From Investment Operations:
Net Investment Income or (Loss). . . . . . . . . . . . . . . .00
Net Realized and Unrealized Gains
or (Losses) on Securities. . . . . . . . . . . . . . . . . . .24
----
Total From Investment Operations . . . . . . . . . . . . . . .24
----
Less Distributions:
Dividends (from net investment income) . . . . . . . . . . . .00
Distributions (from capital gains) . . . . . . . . . . . . . .00
----
Total Distributions. . . . . . . . . . . . . . . . . . . . . .00
----
Net Asset Value, End of Period . . . . . . . . . . . . . . . $2.74
====
Total Return . . . . . . . . . . . . . . . . . . . . . . . . 9.60%
====
Ratios/Supplemental Data:
Net Assets, End of Period (in thousands) . . . . . . . . . . 211,852
Ratio of Expenses to Average Net Assets<F1>. . . . . . . . . 2.05%
Ratio of Net Income or (Loss) to Average Net Assets<F1>. . . .32%
Portfolio Turnover Rate. . . . . . . . . . . . . . . . . . . 108%
<FN>
<F1> Annualized.
</TABLE>
8<PAGE>
3. INTRODUCTION
The Berger 100 Fund, the Berger 101 Fund and the Berger Small
Company Growth Fund are all mutual funds or, to use the technical
name, open-end, diversified, management investment companies.
The Funds are "no-load" funds, meaning that a buyer pays no
commissions or sales load when buying shares of the Funds,
although each Fund pays certain costs of distributing its shares.
See "Policies of the Funds to Promote Sales of Fund Shares".
This Prospectus describes the securities offered by each of the
Funds. The Berger 100 Fund and the Berger 101 Fund are separate
corporations, and the Berger Small Company Growth Fund is a
series of the Berger Investment Portfolio Trust, a separately
organized Delaware business trust. Each of the Funds is
offering only its own shares. Because the Funds have the same
investment adviser, officers and directors or trustees and have
similar investment restrictions and investment privileges, the
Funds believe you will find this combined Prospectus useful and
informative in understanding the important features of the Funds
and their similarities and differences. Although each Fund is
offering only its own shares and is not participating in the sale
of the shares of the other Funds, it is possible that a Fund
might become liable for any misstatement, inaccuracy or
incomplete disclosure in the Prospectus concerning the other
Funds.
4. INVESTMENT OBJECTIVES AND POLICIES AND RISK FACTORS
The Berger 100 Fund, the Berger 101 Fund and the Berger Small
Company Growth Fund are separate Funds, each with its own
portfolio of securities selected to achieve its particular
investment objective. Since the shares of the Funds primarily
represent an investment in common stocks, investors should
understand that the net asset value of each Fund will reflect
changes in the market value of the securities held in that Fund's
portfolio, and the value of a Fund share will therefore go up and
down.
BERGER 100 FUND. The investment objective of the Berger 100 Fund
is long-term capital appreciation. Current income is not an
investment objective of the Berger 100 Fund, and any income
produced will be a by-product of the effort to achieve the Fund's
objective.
In selecting its portfolio securities, the Berger 100 Fund places
primary emphasis on established companies which it believes to
have favorable growth prospects. Common stocks usually
constitute all or most of the Fund's investment portfolio, but
the Fund remains free to invest in securities other than common
stocks, and may do so when deemed appropriate by the investment
adviser to achieve the objective of the Fund. The Fund may, from
time to time, take substantial positions in securities
convertible into common stocks, and it may also purchase
government securities, preferred stocks and other senior
securities if its adviser believes these are
9<PAGE>
likely to be the best suited at that time to achieve the Fund's
objective. The Fund's policy of investing in securities believed
to have a potential for capital growth means that a Fund share
may be subject to greater fluctuations in value than if the Fund
invested in other securities.
BERGER 101 FUND. The primary investment objective of the
Berger 101 Fund is capital appreciation. A secondary objective
is to provide a moderate level of current income. However,
neither capital appreciation nor a fixed or moderate rate of
current income can be assured, and in periods of low interest
rates and yields on securities, the income available for
distribution to the Fund shareholders will likely be
substantially reduced or eliminated.
In selecting its portfolio securities, the Berger 101 Fund places
primary emphasis on securities which it believes offer favorable
growth prospects and may also provide current income. Common
stocks usually constitute the majority of the Fund's investment
portfolio, but the Fund also invests in senior securities such as
convertible securities, preferred stocks, government securities
and corporate bonds, as seems appropriate from time to time.
Attention is given to the anticipated reliability of income as
well as to its indicated current level.
BERGER SMALL COMPANY GROWTH FUND. The investment objective of
the Berger Small Company Growth Fund is capital appreciation.
The Fund seeks to achieve its investment objective by investing
its assets principally in a diversified group of equity
securities of small growth companies with market capitalization
of less than $1 billion at the time of initial purchase. Market
capitalization is defined as total current market value of a
company's outstanding common stock. Under normal circumstances,
the Berger Small Company Growth Fund will invest at least 65% of
its assets in equity securities of such companies, consisting of
common and preferred stock and other securities having equity
features such as convertible bonds, warrants and rights (subject
to certain restrictions). The balance of the Fund may be
invested in equity securities of companies with market
capitalization in excess of $1 billion, government securities,
short-term investments or other securities as described on the
following pages. Because a high level of income is not an
objective of the Berger Small Company Growth Fund, any income
produced will be a by-product of the effort to achieve the Fund's
objective of capital appreciation.
In selecting its portfolio securities, the Berger Small Company
Growth Fund places primary emphasis on companies which it
believes have favorable growth prospects. The Fund seeks to
identify small growth companies that either occupy a dominant
position in an emerging industry or a growing market share in
larger fragmented industries. While these companies may present
above average risk, management believes they may have the
potential to achieve long-term earnings growth rates
substantially in excess of the growth of earnings of other
companies.
10<PAGE>
Investments in small growth companies may involve greater risks
and volatility than more traditional equity investments due to
some of these companies potentially having limited product lines,
reduced market liquidity for the trading of their shares and less
depth in management than more established companies. For this
reason, the Berger Small Company Growth Fund is not intended as a
complete investment vehicle but rather as an investment for
persons who are in a financial position to assume above average
risk and share price volatility over time. Realizing the full
potential of small growth companies frequently takes time. As a
result, the Berger Small Company Growth Fund should be considered
as a long-term investment vehicle.
In general, investment decisions for the Funds are based on an
approach which seeks out successful companies because they are
believed to be more apt to become profitable investments. To
evaluate a prospective investment, the investment adviser
analyzes information from various sources, including industry
economic trends, earnings expectations and fundamental securities
valuation factors to identify companies which in management's
opinion are more likely to have predictable, above average
earnings growth, regardless of the company's size and geographic
location. The adviser also takes into account a company's
management and its innovations in products and services in
evaluating its prospects for continued or future earnings growth.
The investment objective of the Berger 100 Fund, the primary
investment objective of the Berger 101 Fund and the investment
objective of the Berger Small Company Growth Fund are considered
fundamental, meaning that they cannot be changed without a
shareholders' vote. The secondary investment objective of the
Berger 101 Fund is not considered fundamental, and therefore may
be changed in the future by action of the directors without
shareholder vote. However, the Berger 101 Fund will not change
its secondary investment objective without giving its
shareholders such notice as may be required by law. If the
Berger 101 Fund changes its secondary investment objective,
shareholders should consider whether the Fund remains an
appropriate investment in light of their then current financial
position and needs. There can be no assurance that any of the
Funds' investment objectives will be realized.
Any of the Funds may increase their investment in government
securities and other short-term interest-bearing securities
without limit when the adviser believes market conditions warrant
a temporary defensive position, during which period it may be
more difficult for a Fund to achieve its investment objective.
Following is additional information about some of the other
specific types of securities in which the Funds may invest.
FOREIGN SECURITIES. Each Fund may invest in both domestic and
foreign securities. Investments in foreign securities involve
some risks that are different from the risks
11<PAGE>
of investing in securities of U.S. issuers, such as the risk of
fluctuations in the value of the currencies in which they are
denominated, the risk of adverse political and economic develop-
ments and, with respect to certain countries, the possibility of
expropriation, confiscatory taxation or limitations on the
removal of funds or other assets of the Funds. Securities of
some foreign companies, particularly those of developing
countries, are less liquid and more volatile than securities of
comparable domestic companies. A developing country generally is
considered to be in the initial stages of its industrialization
cycle. 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. There also may be less
publicly available information about foreign issuers than
domestic issuers, and foreign issuers generally are not subject
to the uniform accounting, auditing and financial reporting
standards and practices applicable to domestic issuers. Delays
may be encountered in settling certain foreign securities
transactions and the Funds will incur costs in converting foreign
currencies into U.S. dollars. The Funds will consider the
political and economic conditions in a country, the prospect for
changes in the value of its currency and the liquidity of an
investment in that country's securities markets in selecting
investments in foreign securities.
CONVERTIBLE SECURITIES. Each Fund may purchase securities which
are convertible into common stock when management of the Funds
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 Funds 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 Funds or a decline in the market value of the
securities. Convertible securities often display a degree of
market price volatility that is comparable to common stocks. The
credit risk associated with convertible securities generally is
reflected by their being rated below investment grade by
organizations such as Moody's Investors Service, Inc. and
Standard & Poor's Corporation. The Funds have 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, under normal
circumstances, none of the Funds will invest in any security in
default at the time of purchase or in any nonconvertible debt
securities rated below investment grade, and each Fund will
invest less than 20% of the market value of its assets at the
time of purchase in convertible securities rated below investment
grade. For a further discussion of debt security ratings, see
Appendix A to the Statement of Additional Information.
ZEROS/STRIPS. The Berger 100 Fund and the Berger 101 Fund may
each invest in zero
12<PAGE>
coupon bonds or "strips". Zero coupon bonds do not make regular
interest payments; rather, they are sold at a discount from face
value. Principal and accreted discount (representing interest
accrued but not paid) are paid at maturity. "Strips" are debt
securities that are stripped of their interest after the
securities are issued, but otherwise are comparable to zero
coupon bonds. The market values of "strips" and zero coupon
bonds generally fluctuate in response to changes in interest
rates to a greater degree than do interest-paying securities of
comparable term and quality. None of the Funds will invest in
mortgage-backed or other asset-backed securities.
REPURCHASE AGREEMENTS. Each Fund is authorized to invest in
repurchase agreements. A repurchase agreement is a means of
investing cash for a short period. In a repurchase agreement, a
seller (typically a U.S. commercial bank or recognized U.S.
securities dealer) sells securities to the Fund and agrees to
repurchase the securities at the Fund's cost plus interest within
a specified period (normally one day). In these transactions,
the securities purchased by the Fund will have a total value
equal to, or in excess of, the value of the repurchase agreement,
and will be held by the Fund's custodian bank until repurchased.
These transactions must be fully collateralized at all times by
money market instruments (generally a security issued by the U.S.
Government or an agency thereof, a banker's acceptance or a
certificate of deposit), but involve some credit risk to the Fund
if the other party defaults on its obligation and the Fund is
delayed or prevented from liquidating the collateral. Repurchase
agreements maturing in more than seven days will be considered
illiquid for purposes of the restriction on each Fund's
investment in illiquid and restricted securities.
LENDING PORTFOLIO SECURITIES. The Berger Small Company Growth
Fund may lend its portfolio securities to qualified institutional
investors such as brokers, dealers or other financial
organizations. This practice permits the Fund to earn income,
which, in turn, can be invested in additional securities to
pursue the Fund's investment objective. Loans of securities by
the Fund 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 Fund bears a risk of loss in the event that the
other party to a securities lending transaction defaults on its
obligations and the Fund 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 Fund 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 Fund 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 Fund's total assets.
FINANCIAL FUTURES, FORWARDS AND OPTIONS. Each Fund is authorized
to make
13<PAGE>
limited investments in certain types of futures, forwards and
options, but only for the purpose of hedging, that is, protecting
against the risk of market movements that may adversely affect
the value of a Fund's securities or the price of securities that
a Fund is considering purchasing. Although a hedging transaction
may, for example, partially protect a Fund from a decline in the
value of a particular security or its portfolio generally, the
cost of the transaction will reduce the potential return on the
security or the portfolio. Following is a summary of the
futures, forwards and options in which the Funds may invest,
provided that no more than 5% of a Fund's total net assets at the
time of purchase may be invested in initial margins for financial
futures transactions and premiums for options.
Financial futures and forwards are contracts on financial
instruments (such as securities, securities indices and foreign
currencies) that obligate the holder to take or make future
delivery of a specified quantity of the underlying financial
instrument. Futures are generally exchange traded and settled
with cash, while forwards are privately negotiated and
contemplate actual delivery of the underlying financial
instrument (usually a foreign currency). An option gives the
holder the right, but not the obligation, to purchase or sell
something (such as a security) at a specified price at any time
until the expiration date. An option on a securities index is
similar, except that upon exercise, settlement is made in cash
rather than in specific securities. Each Fund may only write
call options (that is, issue options that obligate the Fund to
deliver if the option is exercised by the holder) that are
"covered" and only up to 25% of a Fund's total assets. A call
option is considered "covered" if a Fund already owns the
security on which the option is written or, in the case of an
option written on a securities index, if a Fund owns a portfolio
of securities believed likely to substantially replicate movement
of the index.
Investments in futures and forwards by a Fund involve the
potential for a loss that may exceed the amount of initial margin
the Fund would be permitted to invest in the contracts under its
investment limitations, or in the case of a call option written
by a Fund, may exceed the premium received for the option.
However, each Fund will be permitted to make such investments for
hedging purposes only, and only if the aggregate amount of its
obligations under these investments does not exceed the total
market value of the assets the Fund is attempting to hedge, such
as a portion or all of its exposure to equity securities or its
holding in a specific foreign currency. To ensure that each Fund
will be able to meet its obligations under its futures and
forward contracts and its obligations under options written by
that Fund, each Fund will be required to place high-grade liquid
assets in a segregated account with its custodian bank or to set
aside portfolio securities to "cover" its position in these
investments. Assets segregated or set aside generally may not be
disposed of so long as the Fund maintains the positions requiring
segregation or cover, which could
14<PAGE>
diminish the Fund's return due to the opportunity losses of
foregoing other potential investments with such assets.
The principal risks of the Funds investing in futures
transactions, forward contracts and options are: (a) losses
resulting from market movements not anticipated by the Funds;
(b) possible imperfect correlation between movements in the
prices of futures, forwards and options and movements in the
prices of the securities or currencies hedged or used to cover
such positions; (c) lack of assurance that a liquid secondary
market will exist for any particular futures, forwards or options
at any particular time, and possible exchange-imposed price
fluctuation limits, either of which may make it difficult or
impossible to close a position when so desired; (d) the need for
additional information and skills beyond those required for the
management of a portfolio of traditional securities; and
(e) possible need to defer closing out certain futures or options
contracts in order to continue to qualify for beneficial tax
treatment afforded "regulated investment companies" under the
Internal Revenue Code of 1986, as amended. In addition, when a
Fund enters into an over-the-counter contract with a
counterparty, the Fund will assume counterparty credit risk, that
is, the risk that the counterparty will fail to perform its
obligations, in which case the Fund could be worse off than if
the contract had not been entered into. Additional detail
concerning the Funds' investment in futures, forwards and options
and the risks of such investments can be found in the Statement
of Additional Information.
ILLIQUID SECURITIES. Each Fund is authorized to invest in
securities which are illiquid because they are subject to
restrictions on their resale ("restricted securities") or
because, based upon their nature or the market for such
securities, they are not readily marketable. However, none of
the Funds may purchase any security, the purchase of which would
cause the Fund to invest more than 15% of its net assets,
measured at the time of purchase, in illiquid securities.
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 a
Fund 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, a Fund might have to incur the potentially
substantial expense and delay associated with effecting
registration.
INVESTMENT RESTRICTIONS
In addition to its investment objective, each Fund has adopted a
number of restrictions on its investments and other activities
that may not be changed without shareholder approval. For
example, neither the Berger 100 Fund nor the Berger 101
15<PAGE>
Fund may purchase securities of any issuer (except U.S.
Government securities) if, immediately after and as a result of
such purchase, the value of such Fund'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. The
Berger Small Company Growth Fund is similarly restricted with
respect to 75% of its total assets.
Further, neither the Berger 100 Fund nor the Berger 101 Fund may
borrow in excess of 5% of its assets or pledge assets taken at
market value to an extent greater than 10% of its total assets
taken at cost (and no borrowing may be undertaken except from
banks as a temporary measure for extraordinary or emergency
purposes), subject to certain exclusions, and neither may make
loans (except that each Fund may enter into repurchase agreements
in accordance with the Fund's investment policies). The Berger
Small Company Growth Fund 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 assets
(including the amount borrowed) and may not make loans (except
that the Fund may enter into repurchase agreements and may lend
portfolio securities in accordance with the Fund's investment
policies). None of the Funds may invest in any one industry more
than 25% of the value of its assets at the time of investment,
nor invest in commodities, except, only for the purpose of
hedging, in certain futures, forwards and options as specified in
greater detail above and in the Statement of Additional
Information.
Also, none of the Funds currently intends to make short sales of
securities, except short sales of securities which the Fund owns
or has the right to acquire at no additional cost (i.e., short
sales "against the box"), and does not intend to purchase or sell
securities on a when-issued or delayed delivery basis if as a
result, more than 5% of its assets are invested in such
securities, although these restrictions may be changed without
shareholder approval. For more detail about the Funds'
investment restrictions, see the Statement of Additional
Information.
5. PORTFOLIO TURNOVER
In pursuit of each Fund's investment objective, management
continuously reviews its investments and makes portfolio changes
whenever changes in the market, industry trends or the outlook
for the growth of any portfolio security indicate to management
that the objective could be better achieved by investment in
another security. Although some short-term transactions may
result from this continuous review, portfolio changes will be
made regardless of portfolio turnover. The annual portfolio
turnover rates of the Funds may at times exceed 100%. An annual
turnover rate of 100% or more would be higher than that of most
other funds. Increased portfolio turnover would necessarily
result in correspondingly higher
16<PAGE>
brokerage costs for the Funds and may result in the acceleration
of net taxable gains. The portfolio turnover rates are shown in
the tables in Section 2 above.
6. MANAGEMENT AND INVESTMENT ADVICE
The directors or trustees of each Fund are responsible for major
decisions relating to that Fund's policies and objectives. They
also oversee the operation of each Fund by its officers and
review the investment performance of the Funds on a regular
basis.
The investment adviser to each of the Funds is Berger Associates,
210 University Boulevard, Suite 900, Denver, CO 80206. Berger
Associates furnishes continuous advice and recommendations to
each Fund regarding securities to be purchased and sold by the
Fund. Berger Associates, therefore, formulates a continuing
program for management of the assets of each Fund consistent with
the investment objectives and policies established by the
directors or trustees of each Fund. Berger Associates also
provides office space for each Fund and pays the salaries, fees
and expenses of all Fund officers and directors or trustees of
the Funds who are interested persons of Berger Associates.
Berger Associates serves as investment adviser to mutual funds,
pension and profit-sharing plans, and institutional and private
investors.
Rodney L. Linafelter, Vice President and Chief Investment Officer
of Berger Associates, is the portfolio manager for the Berger 100
Fund and the Berger 101 Fund and is therefore responsible for the
investments of both those Funds, including the day-to-day
investment recommendations and decisions for the Funds. Mr.
Linafelter is also the President and a director of the Berger 100
Fund and the Berger 101 Fund and President and a trustee of
Berger Investment Portfolio Trust, of which the Berger Small
Company Growth Fund is a series.
Mr. Linafelter joined Berger Associates in January 1990, where he
has served as a portfolio manager for the Berger 100 Fund and the
Berger 101 Fund, as well as for retirement plans and
institutional and private investors. From April 1986 to December
1989, Mr. Linafelter was employed as a Financial Consultant
(registered representative) with Merrill Lynch, Pierce, Fenner &
Smith, Inc., providing investment advice to institutions and
individuals.
Mr. Linafelter, as President of the Berger Investment Portfolio
Trust, and William R. Keithler, President and portfolio manager
of the Berger Small Company Growth Fund, are primarily
responsible for the investments of the Berger Small Company
Growth Fund. Mr. Keithler is responsible for the day-to-day
investment recommendations and decisions for that Fund. As
President of the Trust, Mr. Linafelter has management
responsibilities with respect to all investment activities of the
Trust.
Mr. Keithler joined Berger Associates as a Vice President in
December 1993. Previously, he was employed by INVESCO Trust
Company, Denver, Colorado, as Senior Vice President (January 1993
to December 1993), Vice President (January
17<PAGE>
1991 to January 1993) and Portfolio Manager (January 1988 to
January 1991). During his seven years with INVESCO, Mr. Keithler
was portfolio manager of several mutual funds, most recently
INVESCO Dynamics Fund and INVESCO Emerging Growth Fund. From
1982 to 1986, Mr. Keithler was Vice President and portfolio
manager with First Trust St. Paul, in St. Paul, Minnesota.
William M.B. Berger is a director (Chairman of the Board) of
Berger Associates, and a director of the Berger 100 Fund and the
Berger 101 Fund and a trustee of the Berger Investment Portfolio
Trust. Although he is no longer involved in making investment
decisions for the Funds, he was founder of Berger Associates and
its President from 1973 until 1994, and he was a principal
shareholder and executive officer of predecessor investment
advisory firms which served as investment advisors to mutual
funds and other investors from 1960. From 1950 to 1960, he was
an investment officer in the trust department of The Colorado
National Bank of Denver in charge of common stock investments.
Under their Investment Advisory Agreements, the Berger 100 Fund
and the Berger 101 Fund each have agreed to compensate Berger
Associates for its investment advisory services to the Fund by
the payment of a fee at the annual rate of .75 of 1% (0.75%) of
the average daily net assets of the Fund. The investment
advisory fee paid by each of those Funds to Berger Associates was
changed with shareholder approval on October 14, 1994. During
the fiscal year ended September 30, 1994, under the prior fee
structure, the investment advisory fees paid by the Berger 100
Fund and the Berger 101 Fund were .51% and .50% (after
reimbursement), respectively, of their average daily net assets.
Under the Investment Advisory Agreement for the Berger Small
Company Growth Fund, Berger Associates is compensated for its
investment advisory services to that Fund by the payment of a fee
at the annual rate of .9 of 1% of the average daily net assets of
the Berger Small Company Growth Fund.
Kansas City Southern Industries, Inc. ("KCSI") owns approximately
80% of the outstanding shares of Berger Associates. KCSI is a
publicly traded holding company whose primary subsidiaries are
engaged in transportation services, financial asset management
and information and transaction processing. KCSI has announced
plans to transfer its interest in Berger Associates to its
wholly-owned subsidiary, DST Systems, Inc. ("DST"), in connection
with a planned public offering of 51% of the common stock of DST
which is anticipated for the fourth quarter of 1995. KCSI has
indicated that it presently plans to retain the remaining 49%
interest in DST. KCSI has also informed the Funds that the
transfer of its Berger Associates stock to DST in connection with
the offering would be subject to approval of the shareholders of
the Funds to a continuation of the Funds' Investment Advisory
Agreements with Berger Associates. Proxy materials would be sent
to Fund shareholders in advance of any meeting called to consider
this matter.
18<PAGE>
7. EXPENSES OF THE FUNDS
Each of the Funds has appointed Investors Fiduciary Trust Company
("IFTC") as its recordkeeping and pricing agent to calculate the
daily net asset value of such Fund and to perform certain
accounting and recordkeeping functions required by the Fund. In
addition, IFTC also serves as the Funds' custodian, transfer
agent and dividend disbursing agent. IFTC has engaged DST as
sub-agent to provide transfer agency and dividend disbursing
services for the Funds. As described above, DST is a subsidiary
of KCSI.
For custodian, recordkeeping and pricing services, each Fund pays
fees to IFTC based on a percentage of its assets, subject to
certain minimums. Each Fund also pays a monthly fee based
primarily on the number of accounts maintained on behalf of the
Fund for transfer agency and dividend disbursing services, which
fees are paid by the Funds to IFTC and in turn passed through to
DST as sub-agent. In addition, the Funds reimburse IFTC and DST
for certain out-of-pocket expenses.
In addition, under a separate Administrative Services Agreement
with each Fund, Berger Associates performs certain administrative
and recordkeeping services not otherwise performed by IFTC,
including the preparation of financial statements and reports to
be filed with regulatory authorities. Each Fund pays Berger
Associates a fee at the annual rate of one one-hundredth of one
percent (0.01%) of its average daily net assets for such
services.
The Funds also incur other expenses, including accounting,
administrative and legal expenses. Berger Associates has agreed
to reimburse each Fund the amount, if any, that the Fund's normal
operating expenses in any fiscal year, including the management
fee, but excluding the 12b-1 fee, brokerage commissions,
interest, taxes and extraordinary expenses, exceed the most
restrictive expense limitation imposed by any applicable state.
The Funds believe that the most restrictive limitation applicable
to each Fund is 2-1/2% of the first $30,000,000 of average daily
net assets, plus 2% of the next $70,000,000, plus 1-1/2% of the
balance of the average daily net assets of that Fund for that
fiscal year.
8. POLICIES OF THE FUNDS TO PROMOTE SALES OF FUND SHARES
Each Fund has adopted a 12b-1 plan (the "Plan") pursuant to
Rule 12b-1 under the Investment Company Act of 1940, which
permits that Fund to pay certain costs for the distribution of
its own shares. Each Plan provides for the payment to Berger
Associates of a 12b-1 fee of .25 of 1% (0.25%) per annum of that
Fund's average daily net assets to finance activities primarily
intended to result in the sale of Fund shares. The expenses paid
by Berger Associates may include, but are not limited to,
payments made to and expenses of persons (including employees of
Berger Associates) who are engaged in, or provide support
services in connection with, the distribution of Fund shares,
such as answering routine telephone inquiries and
19<PAGE>
processing shareholder requests for information; compensation
(including incentive compensation and/or continuing compensation
based on the amount of customer assets maintained in a Fund) paid
to securities dealers, financial institutions and other
organizations which render distribution and administrative
services in connection with the distribution of the Funds'
shares; costs related to the formulation and implementation of
marketing and promotional activities, including direct mail
promotions and television, radio, newspaper, magazine and other
mass media advertising; costs of printing and distributing
prospectuses and reports to prospective shareholders of the
Funds; costs involved in preparing, printing and distributing
sales literature for the Funds; costs involved in obtaining
whatever information, analyses and reports with respect to market
and promotional activities on behalf of the Funds that Berger
Associates deems advisable; and such other costs as may from time
to time be agreed upon by the Funds. Such payments are to be
made by each Fund to Berger Associates with respect to each
fiscal year of the Fund without regard to the actual distribution
expenses incurred by Berger Associates in such year; that is, if
the distribution expenditures incurred by Berger Associates are
less than the total of such payments in such year, the difference
is not to be reimbursed to a Fund by Berger Associates, and if
the distribution expenditures incurred by Berger Associates are
more than the total of such payments, the excess is not to be
reimbursed to Berger Associates by the Fund. From time to time
the Funds may engage in activities which jointly promote the sale
of the shares of all Funds and other funds that may in the future
be advised by Berger Associates, which costs are not readily
identifiable as related to any one fund. In such cases, Berger
Associates allocates the cost of the activity among the funds
involved on the basis of their respective net assets.
The current 12b-1 Plans will continue in effect until the end of
April 1996, and from year to year thereafter if approved at least
annually by each Fund's directors or trustees and those directors
or trustees who are not interested persons of the Fund and have
no direct or indirect financial interest in the operation of the
Plan or any related agreements by votes cast in person at a
meeting called for such purpose. None of the Plans may be
amended to increase materially the amount to be spent on
distribution of shares of the Fund without shareholder approval.
The directors or trustees of each Fund have authorized Berger
Associates to consider sales of shares of the Fund by a broker-
dealer or the recommendations of a broker-dealer to its customers
that they purchase Fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions for the Fund.
In placing portfolio business with such broker-dealers, Berger
Associates will seek the best execution of each transaction, and
all such brokerage placement must be consistent with the Rules of
Fair Practice of the NASD.
20<PAGE>
9. HOW TO PURCHASE SHARES IN THE FUNDS
(i) Initial Investment -- Minimum Investment $250.00.
To purchase shares in any of the Funds, simply complete the
application form enclosed with this Prospectus. Then mail it
with a check payable to "Berger Funds" to the Funds in care of
DST Systems, Inc., the Funds' sub-transfer agent, as follows:
Berger Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141
The price at which the purchase will be effected is based on the
next calculation of net asset value after the order is received
by DST Systems, Inc. A confirmation indicating the details of
the transaction will be sent to you promptly. Unless you specify
full shares only, the purchase will be made in full and
fractional shares calculated to three decimal places.
Alternatively, you may place your order through any securities
firm which is a member of the NASD. Broker-dealers who place
orders for the purchase of Fund shares on behalf of their
customers may set minimum purchase requirements or charge for
that service, which charge would have the effect of reducing a
shareholder's total return on an investment in Fund shares. No
such charge will be paid by an investor who purchases the Fund
shares directly from the Fund as described above.
The Funds will, at their discretion, accept orders transmitted by
broker-dealers although not accompanied by payment for the shares
being purchased. Payment must be received from the broker-dealer
within five business days (within three business days after June
7, 1995) after acceptance of the order.
(ii) Subsequent Investments -- Minimum Investment $50.00.
Shareholders may, at any time, purchase additional shares subject
to a minimum investment of $50.00. A check made payable to
"Berger Funds" in the amount to be invested, should be sent to
Berger Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas
City, MO 64141. Please be sure to give your name and account
number. You will receive a confirmation of every transaction.
(iii) Automatic Investment Plan.
By completing the Automatic Investment Plan section of the
application, you may authorize each Fund in which you are
investing to debit your bank account for the periodic purchase of
Fund shares on or about the 5th or 20th day of each month.
Automatic investments are subject to the minimum investment of
$50.00 per month and are unrestricted as to the permitted
maximum. You will receive confirmation of automatic investments
after the end of each calendar quarter.
(iv) Investment by Telephone.
The Funds will, at their discretion, accept purchase orders from
existing sharehold-
21<PAGE>
ers by telephone, although not accompanied by payment for the
shares being purchased. To receive the net asset value for a
specific day, a telephone purchase request must be received
before the close of the New York Stock Exchange on that day.
Payment for shares ordered in this way must be received by the
Funds' transfer agent within five business days (within three
business days after June 7, 1995) after acceptance of the order.
In order to make sure that payment is received on time,
shareholders are encouraged to remit payment by wire transfer,
Automated Clearing House or overnight delivery. If payment is
not received on time, a Fund may cancel the order and redeem
shares held in the shareholder's account to compensate the Fund
for any decline in the value of the purchased shares. Telephone
orders may not exceed four times the value of an account on the
date the telephone order is placed (shares previously purchased
by telephone are included in computing such value only if payment
has been received). See "How to Redeem or Sell Fund Shares -
Redemptions by Telephone" for procedures for telephone
transactions.
(v) Payment and Terms of Offering. Payment for shares purchased
should be made by check or money order drawn on a United States
bank. Payment for shares purchased also may be wired by the
investor's bank to DST Systems, Inc. after ordering shares by
telephone. Please call 1-800-551-5849 for current wire or
Automated Clearing House instructions. The Funds will not accept
checks drawn on foreign banks unless provision is made for
payment through a U.S. bank in U.S. dollars.
The Funds reserve the right in their 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 a Fund. The
Funds also reserve the right at any time to waive the minimum
investment requirements applicable to initial or subsequent
investments or to increase the minimums following notice. No
application to purchase shares is binding on a Fund until
accepted in writing.
10. HOW THE NET ASSET VALUE IS DETERMINED
The price of each Fund's shares is based on the net asset value
of that Fund, which is determined at the close of the regular
trading session of the New York Stock Exchange (normally 4:00
p.m., New York time) each day that the Exchange is open.
The per share net asset value of each Fund is determined by
dividing the total value of its securities and other assets, less
liabilities, by the total number of shares outstanding. In
determining net asset value, securities are valued at market
value or, if market quotations are not readily available, at
their fair value determined in good faith pursuant to
consistently applied procedures established by the directors or
trustees. Money market instruments maturing within 60 days are
valued at amortized cost, which approximates market value.
22<PAGE>
Since none of the Funds imposes 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 that Fund.
11. OPEN ACCOUNT SYSTEM AND STOCK CERTIFICATES
Unless otherwise directed, all investor accounts are maintained
on a book-entry basis. Stock certificates will not be issued
unless requested by the shareholder. Shares purchased by
dividend reinvestment or under an Automatic Investment Plan, and
shares redeemed under a Systematic Withdrawal Plan, will be
confirmed after the end of each calendar quarter. Following any
other investment or redemption, the investor will receive a
printed confirmation indicating the dollar amount of the
transaction, the per share price of the transaction and the
number of shares purchased or redeemed.
12. HOW TO REDEEM OR SELL FUND SHARES
(i) Share Redemptions by Mail.
Each Fund will buy back (redeem), at current net asset value, all
shares of the Fund offered for redemption. The redemption price
of shares tendered for redemption will be the net asset value
next determined after receipt by the Fund's transfer agent of all
required documents. Shareholders may redeem all or part of their
shares in the Funds by sending a written request to the Berger
Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO
64141. The written request for redemption must be signed by each
registered owner exactly as the shares are registered and must
clearly identify the account and the number of shares or the
dollar amount to be redeemed. If a stock certificate has been
issued, the certificate, properly endorsed by the registered
owner, must be submitted with the written redemption request.
The signatures of the redeeming shareholders must be guaranteed
by a national or state bank, a member firm of a domestic stock
exchange or the NASD, a credit union, a federal savings and loan
association or another eligible guarantor institution if the
redemption: exceeds $25,000; is being made payable other than
exactly as registered; is being mailed to an address which has
been changed within 30 days of the redemption request; or is
being mailed to an address other than the one on record. The
Funds also reserve 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 stock
certificates tendered for redemption. The use of signature
guarantees is intended to protect the shareholder and the Funds
from a possibly fraudulent application for redemption.
23<PAGE>
Additional documents are required for redemptions by
corporations, executors, administrators, trustees and guardians.
If there is doubt as to what additional documents are required,
please write the Berger Funds, c/o DST Systems, Inc., P.O. Box
419958, Kansas City, MO 64141, or call DST at 1-800-551-5849.
(ii) Redemptions by Telephone.
Shares may be redeemed by telephone (except shares held in
retirement accounts sponsored by the Funds) if a shareholder has
elected to use this service on the shareholder's account
application, or has provided the Funds with a signature
guaranteed letter requesting this service for one or all of the
shareholder's accounts, containing the following information:
the exact name or names on the account, the shareholder's address
of record, the social security number of each shareholder listed
on the account, and the account number for each account for which
telephone transaction service is being requested. Shares
represented by stock certificates issued to the shareholder may
not be redeemed by telephone. There is a $25,000 maximum
limitation on telephone redemptions of shares of the Funds and
shares held in a Cash Account Trust portfolio. To receive the
net asset value for a specific day, a telephone redemption
request must be received before the close of the New York Stock
Exchange on that day.
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 Funds and their transfer
agent may require the shareholder placing the order 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 Funds nor their
transfer agent or investment adviser 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 Funds, and/or their 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 Funds may terminate or
modify the procedures concerning the telephone redemption and
wire transfer services at any time, although shareholders of the
Funds will be given at least 60 days' prior notice of any
termination or material modification. Berger Associates may, at
its own risk, waive certain of the redemption requirements
described in the preceding paragraphs.
(iii) Payment for Shares.
Payment for shares redeemed upon written request will be made by
check and gen-
24<PAGE>
erally will be mailed within five business days (within three
business days after June 7, 1995) 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 check payable to
the account name(s) and address exactly as registered, and
generally will be mailed within five business days (within three
business days after June 7, 1995) following the date of the
request for redemption.
A shareholder may request that payment for redeemed shares of the
Funds or a Cash Account Trust portfolio be made by wire transfer.
Shareholders may elect to use this service on the account
application or by providing the Funds with a signature guaranteed
letter requesting this service and designating the bank to
receive all wire transfers. A shareholder may change the
designated bank of record by providing the Funds with written,
signature guaranteed instructions. Wire transfers are subject to
a $1,000 minimum and a $25,000 maximum limitation. There is a
$10 wire fee for each wire payment for shares redeemed by the
Funds. Shareholders should review the Cash Account Trust
portfolio prospectus for information and charges concerning wire
redemptions.
Shareholders may encounter delays in redeeming shares purchased
by check (other than cashier's or certified checks) if the
redemption request is made within 15 days after the date of
purchase. In those situations, the redemption check will be
mailed within 15 days after the transfer agent's receipt of the
shareholder's check, provided that the check has not been
dishonored during that time. The foregoing policy is to ensure
that checks received in payment 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) Redemptions by the Fund.
As a means of reducing its expenses, the Berger 101 Fund and the
Berger Small Company Growth Fund are authorized to redeem
involuntarily all shares held in accounts with a value of less
than $250. 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 a minimum investment of $250 might be subject to
redemption after only a small redemption has been made by the
shareholder. At least 60 days' written notice will be given to a
shareholder before such an account is redeemed. During that
time, the shareholder may add sufficient funds to the account.
If such amount is not added to the account, the shares will be
redeemed, at the per share net asset value next determined after
the 60th day following the notice, or the net asset value as of
the date
25<PAGE>
of the notice, whichever is greater. A check for the proceeds
will be sent to the shareholder unless a stock certificate has
been issued, in which case payment will be made upon surrender of
the certificate.
13. EXCHANGE PRIVILEGE AND SYSTEMATIC WITHDRAWAL PLAN
(i) Exchanges.
By telephoning DST Systems, Inc., at 1-800-551-5849, or writing
DST at P. O. Box 419958, Kansas City, MO 64141, any shareholder
may exchange, without charge, any or all of his shares in any of
the Funds for shares of any other Fund or any other fund directly
advised by Berger Associates (referred to as "Berger Funds"), or
for shares of the Money Market Portfolio, the Government
Securities Portfolio or the Tax-Exempt Portfolio of the Cash
Account Trust (the "CAT Portfolios"), separately managed,
unaffiliated money market funds. Exchanges may be made only if
the Berger Fund or CAT Portfolio with which you wish to exchange
your shares is registered in your state of residence. The
exchange privilege with the CAT Portfolios does not constitute an
offering or recommendation of the shares of any such CAT
Portfolio by any of the Berger Funds or Berger Associates.
Berger Associates is compensated for administrative services it
performs with respect to the CAT Portfolios.
It is your responsibility to obtain and read a prospectus of the
Berger Fund or CAT Portfolio into which you are exchanging. By
giving exchange instructions, a shareholder will be deemed to
have acknowledged receipt of the prospectus for the Berger Fund
or CAT Portfolio being purchased. You may make up to four
exchanges out of each Berger Fund during the calendar year. This
limit helps keep each Berger Fund's net asset base stable and
reduces the Fund's administrative expenses. There currently is
no limit on exchanges out of the three CAT Portfolios. In times
of extreme economic or market conditions, exchanging Berger Fund
or CAT Portfolio shares by telephone may be difficult. See "How
to Redeem or Sell Fund Shares - Redemptions by Telephone" for
procedures for telephone transactions.
Redemption of shares in connection with exchanges into or out of
the Berger Funds are made at the net asset value per share next
determined after the exchange request is received. To receive a
specific day's price, your letter or call must be received before
that day's close of the New York Stock Exchange. A day or more
delay may be experienced prior to the investment of the
redemption proceeds into a CAT Portfolio. Each exchange
represents the sale of shares from one fund and the purchase of
shares in another, which may produce a gain or loss for Federal
income tax purposes.
All exchanges are subject to the minimum and subsequent
investment requirements of the Berger Fund or CAT Portfolio into
which shares are being exchanged. Exchanges will be accepted
only if the registration of the two accounts is identical.
26<PAGE>
Neither the Berger Funds nor the CAT Portfolios, or their
transfer agents or advisers assume responsibility for the
authenticity of exchange instructions communicated by telephone
or in writing which are believed to be genuine. See "How to
Redeem or Sell Fund Shares - Redemptions by Telephone" for
procedures for telephone transactions.
(ii) Systematic Withdrawal Plan.
A shareholder who owns shares of any Berger Fund worth at least
$5,000 at the current net asset value may establish a Systematic
Withdrawal account from which a fixed sum, minimum of $50, will
be paid to the shareholder monthly, quarterly, semiannually or
annually. You will receive confirmation of systematic
withdrawals after the end of each calendar quarter.
For more information regarding the Systematic Withdrawal Plan and
forms to open such accounts, please write to the Berger Funds,
c/o DST Systems, Inc., P. O. Box 419958, Kansas City, MO 64141,
or call 1-800-551-5849.
14. TAX-SHELTERED RETIREMENT PLANS
The Funds offer several tax-qualified retirement plans for
adoption by individuals and employers. Participants in these
plans can accumulate shares of the Funds on a tax-deferred basis.
The Funds offer both a profit-sharing plan and a money purchase
pension plan for employers and self-employed persons.
Contributions to these plans are tax-deductible and earnings are
tax-exempt until distributed. Under the profit-sharing plan, the
employer or self-employed person can adjust their contributions
from year to year. Under the money purchase pension plan, the
employer or self-employed person must commit to a contribution
each year. When these plans are adopted by self-employed
persons, they are commonly referred to as Keogh or HR 10 plans.
The Funds also offer an Individual Retirement Account ("IRA").
Individuals who have compensation, but who are either not covered
by existing qualified retirement plans and do not have spouses
covered by such plans, or do not have incomes which exceed
certain amounts, may contribute tax-deductible dollars to an IRA.
Individuals who are covered by existing retirement plans or have
spouses covered by such plans, and whose incomes exceed the
applicable amounts, are not permitted to deduct their IRA
contributions for Federal income tax purposes. However, whether
an individual's contributions are deductible or not, the earnings
on his or her IRA are not taxed until the account is distributed.
The Funds also offer a 403(b) Custodial Account. Employees of
certain tax-exempt organizations and public schools may
contribute tax-deductible dollars to these accounts, on which
earnings are tax-exempt until distributed.
In order to receive the necessary materials to create a
profit-sharing or money
27<PAGE>
purchase pension plan account, an IRA account or a 403(b)
Custodial Account, please write to the Funds, c/o Berger
Associates, Inc., P.O. Box 5005, Denver, CO 80217, or call
1-800-333-1001.
15. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX
TREATMENT
The policies of the Funds on payments of dividends and capital
gains distributions are described below.
BERGER 100 FUND AND BERGER SMALL COMPANY GROWTH FUND. The
Berger 100 Fund and the Berger Small Company Growth Fund each
intends to declare dividends representing the Fund's net
investment income annually, normally in December. It is the
present policy of each of those Funds also to distribute annually
all of its net capital gains.
BERGER 101 FUND. The Berger 101 Fund intends to declare
dividends representing net investment income four times annually,
generally in the months of March, June, September and December.
It is the present policy of the Fund also to distribute annually
all of its net capital gains.
Each of the Funds is treated as a separate entity for tax
purposes and has elected and intends to maintain its
qualification to be treated as a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986, as
amended. If they so qualify and meet certain minimum
distribution requirements, the Funds will not be liable for
Federal income tax on the amount of their earnings that are
distributed. If a Fund distributes less than 98% of its income
and gain, it will be subject to a nondeductible 4% excise tax.
All dividends or capital gains distributions paid by a Fund will
be automatically reinvested in shares of that Fund at the net
asset value on the ex-dividend date (also the date the dividend
is payable) 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 1-800-551-5849 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.
Each Fund will inform its shareholders of the amount and nature
of such income or gains resulting from their investment in the
Fund. Dividends paid by a Fund from net investment income and
distributions from net short-term capital gains in excess of any
net long-term capital losses, whether received in cash or
reinvested, generally will be taxable as ordinary income.
Distributions received from a Fund designated as long-term
capital gains (net of capital losses), whether received in
28<PAGE>
cash or reinvested, will be taxable as long-term capital gains
without regard to the length of time a shareholder has owned
shares in the Fund. Any loss on the sale or exchange of a Fund's
shares held for six months or less will be treated as a long-term
capital loss to the extent of any long-term capital gain
distribution received on the shares. A portion of the dividends
(but not capital gains distributions) paid by a Fund may be
eligible for the dividends received deduction for corporate
shareholders to the extent that the Fund's income consists of
dividends paid by United States corporations. If a shareholder
is not subject to Federal income tax, the shareholder will not
generally be taxed on amounts distributed by a Fund.
At certain levels of taxable income, the Internal Revenue Code
provides a preferential tax rate for long-term capital gains.
Long-term capital gains of taxpayers other than corporations are
taxed at a 28% maximum rate, whereas ordinary income is taxed at
a 39.6% maximum rate. Capital losses continue to be deductible
only against capital gains plus (in the case of taxpayers other
than corporations) $3,000 of ordinary income annually ($1,500 for
married individuals filing separately).
The foregoing is only a brief summary of the Federal income tax
considerations affecting the Funds and their shareholders.
Accordingly, potential investors should consult their tax
advisors with specific reference to their own tax situation.
16. ADDITIONAL INFORMATION
The Berger 100 Fund and Berger 101 Fund are separate corporations
which were incorporated under the laws of the State of Maryland
on March 10, 1966, as "The One Hundred Fund, Inc." and "The One
Hundred and One Fund, Inc.", respectively. On June 19, 1990, the
shareholders of the Berger 101 Fund approved changing its name to
"Berger One Hundred and One Fund, Inc.". The names "Berger One
Hundred[R] Fund", "Berger 100[R] Fund", "Berger One Hundred and
One[R] Fund" and "Berger 101[R] Fund" were adopted by the
respective Funds as service marks and trade names in November
1989. Each of these Funds has only one class of securities, its
Capital Stock, with a par value of one cent per share, of which
200,000,000 shares are authorized for issue by the Berger 100
Fund and 100,000,000 shares are authorized for issue by the
Berger 101 Fund. Shares of the Funds are fully paid and
nonassessable when issued. All shares issued by a 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.
The Berger Small Company Growth Fund is a separate series or
portfolio established under the Berger Investment Portfolio
Trust, a Delaware business trust organized on August 23, 1993.
The Trust is authorized to issue an unlimited number of shares of
beneficial interest in series or portfolios. Currently, the
series comprising Berger Small Company Growth Fund is the only
portfolio established under the Trust, although others may be
added in the future. Shares of the Fund are
29<PAGE>
fully paid and nonassessable 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 100 Fund and the Berger 101 Fund vote
separately on matters relating to those respective Funds.
Shareholders of the Berger Small Company Growth Fund generally
vote separately on matters relating to that Fund, although they
will vote together 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 each Fund has one vote. Shares of each Fund have
noncumulative voting rights, which means that the holders of more
than 50% of the shares voting for the election of directors or
trustees can elect 100% of the directors or 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 directors
or trustees will not be able to elect any person or persons as
directors or trustees. None of the Funds is required to hold
annual shareholder meetings unless required by the Investment
Company Act of 1940 or other applicable law or unless called by
the directors or trustees.
If shareholders owning at least 10% of the outstanding shares of
the Berger 100 Fund, the Berger 101 Fund or the Berger Investment
Portfolio Trust so request, a special shareholders' meeting will
be held for the purpose of considering the removal of a director
of a Fund or a trustee of the Trust, as the case may be. Special
meetings will be held for other purposes if the holders of at
least 25% of the outstanding shares of a Fund or the Trust so
request. Subject to certain limitations, the Funds will
facilitate appropriate communications by shareholders desiring to
call a special meeting for the purpose of considering the removal
of a director or a trustee.
The Funds' transfer agent and dividend disbursing agent is
Investors Fiduciary Trust Company ("IFTC"), 127 West 10th Street,
Kansas City, MO 64105. IFTC has engaged DST Systems, Inc., as
sub-agent to provide transfer agency and dividend disbursing
services for the Funds. Accordingly, the address and telephone
number for DST Systems, Inc., set forth in this Prospectus should
be used for correspondence with the Funds' transfer agent.
17. PERFORMANCE
From time to time in advertisements, the Funds may discuss their
performance ratings as published by recognized mutual fund
statistical services, such as Lipper Analytical Services, Inc.,
CDA Investment Technologies, Inc., or Morningstar, Inc., or by
publications of general interest such as The Wall Street Journal,
Investor's Daily, Barron's, Financial World or Kiplinger's
Personal Finance Magazine. In addition, the Funds may compare
their performance to that of recognized broad-based securities
market indices, including the Standard & Poor's 500 Stock Index,
30<PAGE>
the Dow Jones Industrial Average, the Russell 2000 Stock Index or
the Nasdaq Composite Index, or more narrowly-based indices which
reflect the market sectors in which that Fund invests.
The total return of each 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.
Each 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
each Fund. Because average annual total returns for more than
one year tend to smooth out variations in a Fund's return,
investors should recognize that such figures are not the same as
actual year-by-year results.
Any performance figures for the Funds are based upon historical
results and do not assure future performance. The investment
return and principal value of an investment will fluctuate so
that an investor's shares, when redeemed, may be worth more or
less than their original cost.
Shareholders with questions should write to the Berger Funds,
c/o Berger Associates, Inc., P.O. Box 5005, Denver, CO 80217, or
call 1-303-329-0200 or 1-800-333-1001.
31<PAGE>
DIRECTORS OF BERGER 100 FUND AND BERGER 101 FUND
AND TRUSTEES OF BERGER INVESTMENT PORTFOLIO TRUST
MICHAEL OWEN, Chairman - DENNIS E. BALDWIN
WILLIAM M. B. BERGER - LOUIS R. BINDNER, P.E. - KATHERINE A. CATTANACH
LUCY BLACK CREIGHTON - PAUL R. KNAPP
HARRY T. LEWIS, JR. - RODNEY L. LINAFELTER - WILLIAM SINCLAIRE
OFFICERS:
RODNEY L. LINAFELTER
President of Berger 100 Fund and Berger 101 Fund
President of Berger Investment Portfolio Trust
WILLIAM R. KEITHLER
President of Berger Small
Company Growth Fund
KEVIN R. FAY
Vice President, Secretary and Treasurer of
the Berger Funds
PATRICIA M. BLAHA
Assistant Secretary of the Berger Funds
SUSAN G. KOHLMAN
Assistant Treasurer of the Berger Funds
INVESTMENT ADVISER
Berger Associates, Inc.
P.O. Box 5005
Denver, Colorado 80217
1-303-329-0200 or 1-800-333-1001
