BERGER OMNI INVESTMENT TRUST, 485APOS, 1997-10-31

BERGER OMNI INVESTMENT TRUST
485APOS, 1997-10-31

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1997

1933 Act File No. 2-25384
1940 Act File No. 811-1382

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. 57 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 36 /X/

(Check appropriate box or boxes)

THE ONE HUNDRED FUND, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

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

Registrant's Telephone Number, including Area Code: (303) 329-0200
--------------------------
Gerard M. Lavin, 210 University Boulevard, Suite 900, Denver, CO 80206
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after this
post-effective amendment becomes effective.

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

/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/X/ on December 31, 1997, 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: Capital Stock

<PAGE>

THE ONE HUNDRED FUND, INC.
CAPITAL STOCK
($.01 Par Value)

Cross-Reference Sheet Pursuant to Rule 481

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

A. Prospectus
----------

1. Cover Page Front and back cover pages
2. Synopsis Berger Funds
3. Condensed Financial Information Berger Funds
4. General Description of Registrant Berger Funds; Investment
Techniques, Securities and the
Associated Risks; Organization
of the Berger Fund Family
5. Management of the Fund Berger Funds; Organization of
the Berger Fund Family
5A. Management's Discussion of Fund
Performance Annual Report
6. Capital Stock and Other Securities Information on Your Account;
Organization of the Berger
Fund Family; Back cover page
7. Purchase of Securities Being
Offered Information on Your Account;
Organization of the Berger
Fund Family
8. Redemption or Repurchase Information on Your Account
9. Pending Legal Proceedings Not Applicable

B. Statement of Additional Information
-----------------------------------

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

[FRONT COVER]

THE BERGER FUNDS PROSPECTUS

[Wooded hillside photo]

BERGER NEW GENERATION FUND
(Capital Appreciation)

BERGER SELECT FUND
(Capital Appreciation)

BERGER SMALL COMPANY GROWTH FUND
(Capital Appreciation) (Closed to new investors)

BERGER SMALL CAP VALUE FUND -- INVESTOR SHARES
(Capital Appreciation)

BERGER MID CAP GROWTH FUND
(Capital Appreciation)

BERGER 100 FUND
(Long-term Capital Appreciation)

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

BERGER GROWTH AND INCOME FUND
(Capital Appreciation and Moderate Current Income)

BERGER BALANCED FUND
(Capital Appreciation and Income)

DECEMBER 31, 1997

This prospectus gives you important information about these Funds. Please read
it carefully before you invest in the Funds. 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 FD IC, the Federal Reserve Board or any other governmental agency.
Investment in the Funds 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 1

<PAGE>

page 2

<PAGE>

Contents

THE BERGER FUNDS OVERVIEW
The Berger Funds are a family of mutual funds. A mutual fund -- technically
known as an open-end, management investment company -- pools money from
shareholders and invests in a portfolio of securities. This section introduces
the following Funds, their goals, strategies, risks and management. You also
will find financial highlights and expense information in this section.

Berger New Generation Fund PAGE X
Berger Select Fund PAGE X
Berger Small Company Growth Fund PAGE X
Berger Small Cap Value Fund PAGE X
Berger Mid Cap Growth Fund PAGE X
Berger 100 Fund PAGE X
Berger/BIAM International Fund PAGE X
Berger Growth and Income Fund PAGE X
Berger Balanced Fund PAGE X

INVESTMENT TECHNIQUES, SECURITIES AND THE ASSOCIATED RISKS

Risk and investment table PAGE X
Risk and investment glossary PAGE X

INFORMATION ABOUT YOUR ACCOUNT

Buying shares PAGE X
Selling (redeeming) shares PAGE X
Exchanging shares PAGE X
Signature guarantees/special documentation PAGE X
Net asset value (NAV) -- your price PAGE X
Other information about your account PAGE X
Distributions and taxes PAGE X
Tax-sheltered retirement plans PAGE X

ORGANIZATION OF THE BERGER FUND FAMILY

Fund oversight PAGE X
Fund operations and expenses PAGE X
Additional expense information PAGE X
Other service providers PAGE X
Special fund structures PAGE X

page 3

<PAGE>

THE BERGER FUNDS OVERVIEW

The Berger Funds are "no-load" -- that is, you pay no sales load or commissions
when you buy or sell fund shares. Each of the Funds has its own investment
objective.

The Berger Funds ARE DESIGNED for those investors who:

- - Have long-term investment goals and are willing to accept higher short-term
risk for potential long-term returns
- - Want to diversify their portfolios with stock-oriented funds.

The Berger Funds ARE NOT DESIGNED for those investors who:

- - Have short-term investment goals or needs
- - Are uncomfortable with investments that fluctuate in value like stock
investments.

KEY TO ICONS
In this prospectus you will find concise fund-by-fund descriptions. Each
description provides you with information about:

[icon-profile of head with mountain peak in background]
THE FUND'S GOAL
Describes the Fund's particular investment goals and the strategies the
investment manager uses in pursuing those goals.

[icon-profile of head with stock ticker tape in background]
WHAT THE FUND INVESTS IN
Describes the types of securities in which the Fund primarily invests.

[icon-left facing profile of head with lightening bolt; right facing profile of
head with sunshine]
RISKS AND INVESTMENT CONSIDERATIONS
Describes your risks as an investor and risks associated with the Fund's
primary investments.

[icon-profile of head with dotted lines emanating forward from eyes]
INVESTMENT MANAGEMENT
Describes the individual or group designated to handle the Fund's day-to-day
investment management.

[icon-two coins]
YOUR EXPENSES
Shows you what overall costs you will bear as an investor in the Fund.

[icon-profile of head with dollar bill in background]
FINANCIAL HIGHLIGHTS
Highlights the Fund's financial history.

page 4

<PAGE>

BERGER NEW GENERATION FUND
SEC REGISTRANT NAME/NUMBER: Morningstar Category: Small Growth
Berger Investment Portfolio Lipper Category: Capital Appreciation
Trust 811-8046

THE FUND'S GOAL
The Fund aims for capital appreciation. In pursuit of that goal, the Fund
invests primarily in equity securities of companies with potential for
significant earnings growth. The Fund focuses on leading-edge companies with
new ideas, technologies or methods of doing business. Its investment manager
seeks companies it believes have the potential to change the direction or
dynamics of the industries in which they operate or significantly influence the
way businesses or consumers conduct their affairs. The Fund does not invest to
provide current income.

The Fund's investment manager generally looks for companies:

- - In business sectors characterized by rapid change, regardless of the
company's size

- - With favorable long-term growth potential due to their new or innovative
products or services

- - With management and financial strength to fulfill their vision and grow
their business.

WHAT THE FUND INVESTS IN
The Fund primarily invests in common stocks, both domestic and foreign, and
other securities with equity features, such as convertible securities and
preferred stocks. Due to the Fund's focus on companies with the characteristics
described above, the Fund generally is weighted toward small to mid-sized market
capitalization companies, although it is free to invest in companies with larger
market capitalizations as well. The Fund may also invest in government
securities or other short-term investments.

RISKS AND INVESTMENT CONSIDERATIONS
The Fund may be of interest to you if you are comfortable with above-average
risk and intend to make an investment commitment over the long term. The Fund is
not intended to be a complete investment program on its own, but may serve to
diversify other types of investments in your portfolio.

Given the Fund's weighting toward small to mid-sized companies in rapidly
changing industries, its NAV may fluctuate more than that of funds invested in
larger companies or more stable industries. Smaller companies may pose greater
risk due to narrow product lines, limited financial resources, less depth in
management or a limited trading market for their stocks. In addition, products
and services in rapidly changing industries may be subject to intense
competition and rapid obsolescence and may require regulatory approvals prior
to their use.

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 securities of companies with limited operating histories and foreign
securities.

See "Investment techniques, securities and the associated risks" later in this
prospectus for more information on risks.

page 5

<PAGE>

INVESTMENT MANAGEMENT
William R. Keithler, Senior Vice President of Berger Associates, is the
investment manager of the Berger New Generation Fund. Mr. Keithler joined
Berger Associates as an investment manager in December 1993 and assumed
management of this Fund at its inception in 1996. He has more than 15 years of
experience in the investment business.

YOUR EXPENSES
As a shareholder in the Fund, you will not pay any front-end, back-end or
deferred sales load, or any redemption or exchange fees. However, you will bear
various expenses indirectly. The following figures show historical expenses,
adjusted for any changes in fees, and are calculated as a percentage of average
net assets.

Annual Fund Operating Expenses %
- ----------------------------------------------
Investment advisory fee .90
12b-1 fee(1) .25
Other expenses(2) .--
Total .--

(1) As a result of the 12b-1 fee, long-term shareholders may pay more than the
equivalent of the maximum front-end sales charge permitted by the National
Association of Securities Dealers (NASD).
(2) "Other expenses" include transfer agency fees, shareholder report expenses,
registration fees and custodian fees.

EXAMPLE
This Example is intended to help you compare the cost of investing in the Fund
to the cost of investing in other mutual funds. It assumes that you invest
$1,000 in the Fund for the time periods indicated, a 5% return on your
investment each year and that the Fund's operating expenses remain the same.
Based on these assumptions your costs would be:

Years $
- ------------------------------
One
Three
Five
Ten

THIS EXAMPLE DOES NOT REPRESENT THE FUND'S PAST OR FUTURE EXPENSES OR RETURNS,
WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

page 6

<PAGE>

[icon-profile of head with dollar bill in background]
FINANCIAL HIGHLIGHTS

Price Waterhouse LLP audited this information. Their report is in the Fund's
Annual Report, available to you upon request.

For a Share Outstanding
Throughout the Year
Ended September 30,
-------------------
1997 1996*
---- -----
<S> <C> <C>
Net Asset Value, Beginning of Period. . . . . . . . . . . . . . $10.00
--------
Income From Investment Operations:
Net Investment Income (Loss). . . . . . . . . . . . . . . . . .56
Net Realized and Unrealized Gains (Losses) on Securities. . . 1.26
--------
Total From Investment Operations. . . . . . . . . . . . . . . . 1.82
--------
Less Distributions:
Dividends (from net investment income). . . . . . . . . . . . .00
Distributions (from capital gains). . . . . . . . . . . . . . .00
--------
Total Distributions . . . . . . . . . . . . . . . . . . . . . . .00
--------
Net Asset Value, End of Period. . . . . . . . . . . . . . . . . $11.82
--------
--------

Total Return. . . . . . . . . . . . . . . . . . . . . . . . . . 18.20%
--------
--------

Ratios/Supplemental Data:
Net Assets, End of Period (in thousands). . . . . . . . . . . $116,912
Ratio of Expenses to Average Net Assets . . . . . . . . . . . 2.09%+#
Ratio of Net Income (Loss) to Average Net Assets. . . . . . . 12.35%+
Portfolio Turnover Rate . . . . . . . . . . . . . . . . . . . 474%+
Average Commission Rate . . . . . . . . . . . . . . . . . . . . $.0291
</TABLE>

* Covers period from March 29, 1996 (commencement of operations) to September
30, 1996.
# Ratio reflects total expenses, including fees offset by earnings credits
and investment advisory fee waivers.
+ Annualized.
+ The Fund experienced higher than anticipated turnover during this period as
a result of portfolio transactions undertaken in response to volatile
markets and the short tax year for its initial period of operations.

page 7

<PAGE>

BERGER SELECT FUND
SEC REGISTRANT NAME/NUMBER: Morningstar Category: Domestic
Berger Investment Portfolio Lipper Category: Capital Appreciation
Trust 811-8046

[icon-profile of head with mountain peak in background]
THE FUND'S GOAL
The Fund aims for capital appreciation. In pursuit of that goal, this
non-diversified Fund normally invests in a core portfolio of 20-30 common
stocks. Stock selection focuses on companies with a proven track record and
superior potential for earnings growth which is not yet fully reflected in the
company's stock price. The Fund does not invest to provide current income.

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

- - Reasonably priced securities and which occupy a dominant position in a
market due to size, products or services.

- - Strong, capable management teams with clearly defined strategies for
growth.

- - Conservatively financed balance sheets and a catalyst for positive earnings
developments such as evolving product cycles, special situations or
changing economic conditions.

[icon-profile of head with stock ticker tape in background]
WHAT THE FUND INVESTS IN
The Fund primarily invests in common stocks. The Fund may sometimes take
substantial positions in convertible securities, preferred stocks, government
securities or other short-term investments. The Fund may also invest in foreign
securities.

[icon-left facing profile of head with lightening bolt; right facing profile of
head with sunshine]
RISKS AND INVESTMENT CONSIDERATIONS
The Fund may be of interest to you if you are comfortable with above-average
risk, and intend to make an investment commitment over the long term. The Fund
is not intended to be a complete investment program on its own, but may serve to
diversify other types of investments in your portfolio.

The Fund's NAV may be more volatile than the market in general and most equity
funds due to its ability as a non-diversified fund to take larger positions in a
smaller number of companies. As a result, the gains or losses on a single stock
will have a greater impact on the Fund's NAV. The Fund's investment manager
also expects to actively trade the portfolio in pursuit of the Fund's goal. Due
to this and the Fund's relatively small number of holdings, the annual portfolio
turnover rate may at times exceed 200%. This will result in higher brokerage
costs to the Fund and may result in the acceleration of net taxable gains to
shareholders.

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 special situations, small companies and foreign securities.

See "Investment techniques, securities and the associated risks" later in this
prospectus for more information on risks.

page 8

<PAGE>

[icon-profile of head with dotted lines emanating forward from eyes]
INVESTMENT MANAGEMENT
Patrick S. Adams, Senior Vice President of Berger Associates, is the investment
manager of the Berger Select Fund. Mr. Adams joined Berger Associates in
February 1997. He has managed equity funds since 1985.

[icon-two coins]
YOUR EXPENSES
As a shareholder in the Fund, you will not pay any front-end, back-end or
deferred sales load, or any redemption or exchange fees. However, you will bear
various expenses indirectly. The following figures show historical expenses,
adjusted for any changes in fees, and are calculated as a percentage of average
net assets.

Annual Fund Operating Expenses %
- -----------------------------------------------------------

Investment advisory fee (after waiver) .--
12b-1 fee(1) .25
Other expenses(2) .--
Total .--

(1) As a result of the 12b-1 fee, long-term shareholders may pay more than the
equivalent of the maximum front-end sales charge permitted by the National
Association of Securities Dealers (NASD).
(2) "Other expenses" are based on estimated expenses for the Fund's first full
year of operations and include transfer agency fees, shareholder report
expenses, registration fees and custodian fees.

Years $
- -------------------------------
One
Three

THIS EXAMPLE DOES NOT REPRESENT THE FUND'S PAST OR FUTURE EXPENSES OR RETURNS,
WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

page 9

<PAGE>

BERGER SMALL COMPANY GROWTH FUND Closed to new investors-see page 40.
SEC REGISTRANT NAME/NUMBER: Morningstar Category: Small Growth
Berger Investment Portfolio Lipper Category: Small Cap
Trust 811-8046

THE FUND'S GOAL
The Fund aims for capital appreciation. In pursuit of that goal, the Fund
invests primarily in small companies with the potential for rapid earnings
growth that either occupy a dominant position in an emerging industry or have a
growing market share in a larger, fragmented industry. The Fund does not invest
to provide current income.

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

- - Strong entrepreneurial managements with proven track records

- - A catalyst for rapid earnings growth, such as new products, ideas or
entering new markets

- - Relatively strong balance sheets.

WHAT THE FUND INVESTS IN
The Fund primarily invests in common stocks of small companies and other
securities with equity features, such as convertible securities, preferred
stocks, warrants and rights. Under normal circumstances, the Fund invests at
least 65% of its assets in equity securities of companies with market
capitalizations of less than $1 billion at the time of initial purchase. The
balance of the Fund may be invested in larger companies, government securities
or other short-term investments.

RISKS AND INVESTMENT CONSIDERATIONS
The Fund may be of interest to you if you are comfortable with above-average
risk and intend to make an investment commitment over the long term. The Fund
is not intended to be a complete investment program on its own, but may serve to
diversify other types of investments in your portfolio.

The Fund's NAV may be more volatile than that of funds primarily invested in
stocks of larger companies. Smaller companies may pose greater risk due to
narrow product lines, limited financial resources, less depth in management or a
limited trading market for their stocks. 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 securities of companies with
limited operating histories and foreign securities.

See "Investment techniques, securities and the associated risks" later in this
prospectus for more information on risks.

page 10

<PAGE>

INVESTMENT MANAGEMENT
William R. Keithler, Senior Vice President of Berger Associates, is the
investment manager of the Berger Small Company Growth Fund. Mr. Keithler joined
Berger Associates in December 1993 and assumed management of the Fund at its
inception. He has more than 15 years of experience in the investment business.

Annual Fund Operating Expenses %
- -------------------------------------------------
Investment advisory fee .90
12b-1 fee(1) .25
Other expenses(2) .--
Total ---

(1) Restated as if current voluntary fee waiver were in effect during prior
fiscal year. Effective November 17, 1997, and for as long as the Fund
remains closed to new investors, the Fund's advisor has voluntarily agreed
to waive its 12b-1 fee to the extent the fee is not utilized by the advisor
to provide, or to compensate other companies for providing, shareholder
services to Fund shareholders. Without that waiver, the Fund's 12b-1 fee
would be 0.25% and total Fund operating expenses would be [___]%. As a
result of the 12b-1 fee, long-term shareholders may pay more than the
equivalent of the maximum front-end sales charge permitted by the NASD.
(2) "Other expenses" include transfer agency fees, shareholder report expenses,
registration fees and custodian fees.

Years $
- -------------------------------
One
Three
Five
Ten

THIS EXAMPLE DOES NOT REPRESENT THE FUND'S PAST OR FUTURE EXPENSES OR RETURNS,
WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

page 11

<PAGE>

[icon-profile of head with dollar bill in background]
FINANCIAL HIGHLIGHTS

Price Waterhouse LLP audited this information for the years ended September 30,
1995, 1996 and 1997. Their report is in the Fund's Annual Report, available to
you upon request. Other independent accountants audited the information for the
fiscal years ended prior to 1995.

For a Share Outstanding Throughout the
Year Ended September 30,
------------------------
1997 1996 1995 1994*
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Asset Value, Beginning of Period . . . . . . . . . . . $3.61 $2.74 $2.50
------ ------ ------
Income From Investment Operations:
Net Investment Income (Loss) . . . . . . . . . . . . . . (.03) (.02) .00
Net Realized and Unrealized Gains (Losses) on
Securities. . . . . . . . . . . . . . . . . . . . . . 1.16 .89 .24
------ ------ ------
Total From Investment Operations . . . . . . . . . . . . . 1.13 .87 .24
------ ------ ------

Less Distributions:
Dividends (from net investment income) . . . . . . . . . .00 .00** .00
Distributions (from capital gains) . . . . . . . . . . . .00 .00 .00
------ ------ ------
Total Distributions. . . . . . . . . . . . . . . . . . . . .00 .00 .00
------ ------ ------
Net Asset Value, End of Period . . . . . . . . . . . . . . $4.74 $3.61 $ 2.74
------ ------ ------
------ ------ ------
Total Return . . . . . . . . . . . . . . . . . . . . . . . 31.30% 31.90% 9.60%
------ ------ ------
------ ------ ------

Ratios/Supplemental Data:
Net Assets, End of Period (in thousands) . . . . . . . . $871,467 $522,667 $211,852
Ratio of Expenses to Average Net Assets. . . . . . . . . 1.68%# 1.89%^ 2.05%+~
Ratio of Net Income (Loss) to Average Net Assets . . . . (.97)% (.74)% .32%+
Portfolio Turnover Rate. . . . . . . . . . . . . . . . . 91% 109% 108%
Average Commission Rate. . . . . . . . . . . . . . . . . . $.0584 -- --

</TABLE>

* Covers period from December 30, 1993 (commencement of operations) to
September 30, 1994.
** Dividend from net investment income less than $.01 per share.
# Ratio reflects total expenses, including fees paid indirectly with
brokerage commissions and fees offset by earnings credits, for 1996 only.
^ Ratio reflects total expenses, including fees offset by earnings credits,
for 1995 only.
+ Annualized.
~ Restated.

page 12

<PAGE>

BERGER SMALL CAP VALUE FUND -- INVESTOR SHARES
SEC REGISTRANT NAME/NUMBER: Morningstar Category: Small Value
Berger Omni Investment Lipper Category: Capital Appreciation
Trust 811-4273

THE FUND'S GOAL
The Fund aims for capital appreciation. In pursuit of that goal, the Fund
primarily invests in small companies that are out of favor with markets or that
have not yet been discovered by the broader investment community and are
therefore believed to be undervalued. The Fund does not invest to provide
current income, although some income may be produced while managing the Fund's
portfolio.

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

- - A low price relative to their assets, earnings, cash flow or business
franchise

- - Products and services that give them a competitive advantage

- - Quality balance sheets and strong management.

WHAT THE FUND INVESTS IN
The Fund primarily invests in common stocks of small companies, both domestic
and foreign, and other securities with equity features, such as convertible
securities, preferred stocks, warrants and rights. Under normal circumstances,
the Fund invests at least 65% of its assets in equity securities of companies
with market capitalizations of less than $1 billion at the time of initial
purchase. The balance of the Fund may be invested in larger companies,
government securities or other short-term investments.

RISKS AND INVESTMENT CONSIDERATIONS
The Fund may be of interest to you if you are comfortable with above-average
risk, and intend to make an investment commitment over the long term. The Fund
is not intended to be a complete investment program on its own, but may serve to
diversify other types of investments in your portfolio.

The Fund's NAV may be more volatile than that of funds primarily invested in
stocks of larger companies. Smaller companies may pose greater risk due to
narrow product lines, limited financial resources, less depth in management or a
limited trading market for their stocks. However, the investment manager's
philosophy is to weigh a security's downside risk before considering its upside
potential, which may help provide an element of capital preservation. 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
foreign securities and special situations.

See "Investment techniques, securities and the associated risks" later in this
prospectus for more information on risks.

page 13

<PAGE>

INVESTMENT MANAGEMENT
Robert H. Perkins has been the investment manager for the Berger Small Cap Value
Fund since the Fund's inception. Mr. Perkins has been an investment manager
since 1970 and serves as President and a director of Perkins, Wolf, McDonnell &
Company, the Fund's sub-advisor.

Annual Fund Operating Expenses(1) %
- ---------------------------------------------------

Investment advisory fee .90
12b-1 fee(2) .25
Other expenses(3) .--
Total .--

(1) Based on actual expenses for the Fund's only outstanding class of shares
during the period October 1, 1996, through February 14, 1997, restated to
reflect Investor Shares expenses, and actual Investor Shares expenses
during the period February 14, 1997 (inception of the class) through
September 30, 1997.
(2) As a result of the 12b-1 fee, long-term shareholders may pay more than the
equivalent of the maximum front-end sales charge permitted by the NASD.
(3) "Other expenses" include transfer agency fees, shareholder report expenses,
registration fees and custodian fees.

Years $
- ------------------------------
One
Three
Five
Ten

THIS EXAMPLE DOES NOT REPRESENT THE FUND'S PAST OR FUTURE EXPENSES OR RETURNS,
WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

page 14

<PAGE>

[icon-profile of head with dollar bill in background]
FINANCIAL HIGHLIGHTS

Price Waterhouse LLP audited the information for the fiscal year ended
September 30, 1997. Their report is in the Fund's Annual Report available to
you upon request.

For a share outstanding throughout
the period ended September 30,
-----------------------------------

1997*
-----
<S> <C>
Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . . . . . . . $10.00
--------

Income From Investment Operations:
Net Investment Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . (.__)
--------
Net Realized and Unrealized Gains
(Losses) on Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . .
--------

Total From Investment Operations . . . . . . . . . . . . . . . . . . . . . . . .
--------

Less Distributions:
Dividends (from net investment income) . . . . . . . . . . . . . . . . . . .__
Distributions (from capital gains) . . . . . . . . . . . . . . . . . . . . .
--------

Total Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
--------

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . . . . . . . $ .
--------
--------

Total Return . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . %
--------
--------

Ratios/Supplemental Data:

Net Assets, End of Period (in thousands) . . . . . . . . . . . . . . . . . . . $______

Ratio of Expenses to Average Net Assets. . . . . . . . . . . . . . . . . . . . __.___%

Ratio of Net Income (Loss) to Average Net Assets . . . . . . . . . . . . . . . (0.__)%

Portfolio Turnover Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . __.___%

Average Commission Rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . $0.____
</TABLE>

* Covers period from February 17, 1997 (inception of class) to
September 30, 1997.

page 15

<PAGE>

BERGER MID CAP GROWTH FUND
SEC REGISTRANT NAME/NUMBER: Morningstar Category: Mid-Cap Growth
Berger Investment Portfolio Lipper Category: Mid-Cap
Trust 811-8046

[icon-profile of head with mountain peak in background]
THE FUND'S GOAL
The Fund aims for capital appreciation. In pursuit of that goal, the Fund
invests primarily in mid-sized companies with the potential for strong earnings
growth. The investment manager seeks companies that focus their resources on
innovative products or services for unique, changing or rapidly growing markets.
The Fund does not invest to provide current income.

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

- - Strong market positions in industries or business sectors that have a good
economic outlook.

- - Established organizational structures and strong management teams, and
which have the ability to increase their market share in growing
industries.

- - Strong balance sheets and sufficient resources and access to capital to
efficiently finance their growth.

[icon-profile of head with stock ticker tape in background]
WHAT THE FUND INVESTS IN
The Fund primarily invests in common stocks of mid-sized companies and other
securities with equity features, such as convertible securities and preferred
stocks. Under normal circumstances, the Fund invests at least 65% of its assets
in equity securities of companies with market capitalizations of $1 billion to
$5 billion at the time of initial purchase. The balance of the Fund may be
invested in small or large companies, government securities or other short-term
investments. The Fund may also invest in foreign securities.

See "Investment techniques, securities and the associated risks" later in this
prospectus for more information on risks.

page 16

<PAGE>

[icon-profile of head with dotted lines emanating forward from eyes]
INVESTMENT MANAGEMENT
[to be decided]

Annual Fund Operating Expenses %
- -----------------------------------------------------

Investment advisory fee .--
12b-1 fee(1) .25
Other expenses(2) .--
Total .--

(1) As a result of the 12b-1 fee, long-term shareholders may pay more than the
equivalent of the maximum front-end sales charge permitted by the National
Association of Securities Dealers (NASD).
(2) "Other expenses" are based on estimated expenses for the Fund's first full
year of operations and include transfer agency fees, shareholder report
expenses, registration fees and custodian fees.

Years $
- -------------------------------
One
Three

THIS EXAMPLE DOES NOT REPRESENT THE FUND'S PAST OR FUTURE EXPENSES OR RETURNS,
WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

page 17

<PAGE>

BERGER 100 FUND
SEC REGISTRANT NAME/NUMBER: Morningstar Category: Mid-Cap Growth
The One Hundred Fund, Inc. 811-1382 Lipper Category: Growth

THE FUND'S GOAL
The Fund aims for long-term capital appreciation. In pursuit of that goal, the
Fund primarily invests in common stocks of established companies regardless of
the company's size. The Fund's investment manager seeks companies it believes
have good earnings growth potential. The Fund does not invest to provide
current income.

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

- - Potential to increase earnings consistently and which reinvest their
profits rather than paying dividends

- - Reasonably priced securities and which are well-positioned in growing,
under-penetrated or fragmented industries or sectors

- - Strong, capable management teams and conservatively financed balance
sheets.

WHAT THE FUND INVESTS IN
The Fund primarily invests in common stocks. The Fund may sometimes take
substantial positions in convertible securities, preferred stocks, corporate
bonds, government securities or other short-term investments. The Fund may also
invest in foreign securities.

RISKS AND INVESTMENT CONSIDERATIONS
Because the Fund primarily invests in common stocks, its NAV will fluctuate in
response to stock market movements.

In addition, the Fund may invest in certain securities with unique risks, such
as small company and foreign securities. Also, the Fund's investments may
become focused in a small number of business sectors.

See "Investment techniques, securities and the associated risks" later in this
prospectus for more information on risks.

page 18

<PAGE>

INVESTMENT MANAGEMENT
Patrick S. Adams, Senior Vice President of Berger Associates, has been the
investment manager of the Berger 100 Fund since joining Berger Associates in
February 1997. He has managed equity funds since 1985.

Annual Fund Operating Expenses %
- ------------------------------------------------
Investment advisory fee .75
12b-1 fee(1) .25
Other expenses(2) .--
Total .--

(1) As a result of the 12b-1 fee, long-term shareholders may pay more than the
equivalent of the maximum front-end sales charge permitted by the NASD.
(2) "Other expenses" include primarily transfer agency fees, shareholder report
expenses, registration fees and custodian fees.

Years $
- -------------------------------
One
Three
Five
Ten

THIS EXAMPLE DOES NOT REPRESENT THE FUND'S PAST OR FUTURE EXPENSES OR RETURNS,
WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

page 19

<PAGE>

[icon-profile of head with dollar bill in background]
FINANCIAL HIGHLIGHTS

Price Waterhouse LLP audited the information for the years ended September 30,
1995, 1996 and 1997. Their report is in the Fund's Annual Report available to
you upon request. Other independent accountants audited the information for the
fiscal years ended prior to 1995.

For a Share Outstanding Throughout the Year Ended September 30,
-------------------------------------------------------------------------------------------------
1997 1996** 1995** 1994** 1993** 1992** 1991** 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period*. . . . . . . . . . . . . . $18.89 $15.96 $16.54 $11.73 $11.13 $6.67 $8.93 $6.14 $8.21
------ ------ ------ ------ ------ ------ ----- ----- -----

Income From Investment
Operations:
Net Investment Income (Loss)*. . (.08) (.04) (.12) (.14) (.09) (.10) (.02) (.05) (.01)
Net Realized and Unrealized
Gains (Losses) on Securities* 1.76 2.97 (.46) 4.95 .86 5.15 (1.34) 2.92 (.48)
------ ------ ------ ------ ------ ------ ----- ----- -----

Total From Investment
Operations*. . . . . . . . . . . . 1.68 2.93 (.58) 4.81 .77 5.05 (1.36) 2.87 (.49)
------ ------ ------ ------ ------ ------ ----- ----- -----

Less Distributions:
Dividends (from net investment
income)* . . . . . . . . . . . .00 .00 .00 .00 .00 .00 .00 .00 .00
Distributions (from capital
gains)*. . . . . . . . . . . . . (.93) .00 .00 .00 (.17) (.59) (.90) (.08) (1.58)
------ ------ ------ ------ ------ ------ ----- ----- -----

Total Distributions* . . . . . . . (.93) .00 .00 .00 (.17) (.59) (.90) (.08) (1.58)
------ ------ ------ ------ ------ ------ ----- ----- -----

Net Asset Value, End of Period*. . $19.64 $18.89 $15.96 $16.54 $11.73 $11.13 $6.67 $8.93 $6.14
------ ------ ------ ------ ------ ------ ----- ----- -----
------ ------ ------ ------ ------ ------ ----- ----- -----

Total Return . . . . . . . . . . . 9.36% 18.36%+ (3.51)%+ 41.01%+ 6.97% 83.02% (16.84)% 47.31% (4.78)%
------ ------ ------ ------ ------ ------ ----- ----- -----
------ ------ ------ ------ ------ ------ ----- ----- -----

Ratios/Supplemental Data:
Net Assets, End of Period (in
thousands) . . . . . . . . . . . $2,012,706 $2,205,679 $2,228,743 $1,407,849 $384,089 $76,847 $12,941 $14,008 $10,601

Ratio of Expenses to Average Net
Assets . . . . . . . . . . . . . 1.42%# 1.48%+# 1.70%+ 1.69%+ 1.89% 2.24% 2.13% 1.62% 1.72%

Ratio of Net Income (Loss) to
Average Net Assets . . . . . . . (.43)% (.28)%+ (.74)%+ (1.00)%+ (.75)% (1.06)% (.71)% (.54)% (.57)%

Portfolio Turnover Rate. . . . . . 122% 114% 64% 74% 51% 78% 145% 83% 166%

Average Commission Rate. . . . . . $.0624 -- -- -- -- -- -- -- --
</TABLE>

* Per share amounts for periods 1987 through 1989 have been adjusted to
reflect the 3 for 1 split which was effective December 15, 1989.
** Per share calculations for the period were based on average shares
outstanding.
+ 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% during the period
February 1, 1993, to October 13, 1994. Effective October 14, 1994, a new
12b-1 Plan was adopted with shareholder approval that reduces payments
under the Plan to .25% per year. Had the waiver not been made, the Ratio
of Expenses to Average Net Assets would have been 1.49% in 1995, 1.95% in
1994 and 1.88% in 1993. Absent the waiver, the Ratio of Net Income (Loss)
to Average Net Assets would have been (.29)% in 1995, (.99)% in 1994 and
(1.19)% in 1993. The Total Return would have remained 18.36% in 1995, and
would have been (3.63)% in 1994 and 40.84% in 1993.
# Ratio reflects total expenses, including fees paid indirectly with
brokerage commissions and fees offset by earnings credits, for 1995 and
1996 only.

page 20
<PAGE>

BERGER/BIAM INTERNATIONAL FUND
SEC REGISTRANT NAME/NUMBER: Morningstar Category: Foreign Stock
Berger/BIAM Worldwide Funds Lipper Category: International
Trust 811-07669

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

The portfolio's investment manager generally looks for companies with:
- - Securities that are fundamentally undervalued relative to their long-term
prospective earnings growth rates, their historic valuation levels and
their competitors
- - Business operations predominantly in well-regulated and more stable foreign
markets
- - Substantial size and liquidity, strong balance sheets, proven management
and diversified earnings.

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

See "Organization of the Berger Fund family -- Special fund structures --
Master/feeder" later in this prospectus for more information on the Fund's
investment in the Portfolio.

RISKS AND INVESTMENT CONSIDERATIONS
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 is not intended to be a
complete investment program on its own, but may serve to diversify other types
of investments in your portfolio.

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.

page 21

<PAGE>

See "Investment techniques, securities and the associated risks" later in this
prospectus for more information on risks.

page 22

<PAGE>

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

Annual Fund Operating Expenses(1) %
- -----------------------------------------------------------

Investment advisory fee (after waiver)(2) .--
12b-1 fee(3) .25
Other expenses(4) .--
Total (after waiver)(2) .--

1 Annual fund operating expenses consist of the Fund's expenses plus the
Fund's share of the expenses of the Portfolio. The trustees believe the
Fund's expenses will be less than or approximately equal to the expenses it
would incur if it hired its own advisor and invested directly.
2 Although the Fund does not pay its own investment advisor, it bears
indirectly its share of the advisory fee paid to the Portfolio's advisor.
Until at least April 30, 1998, the advisor will waive its fee to the extent
that the Portfolio's annual operating expenses exceed 1.00%. Annual
operating expenses include the investment advisory fee and custodian fees,
but exclude brokerage commissions, interest, taxes and extraordinary
expenses. Without that waiver, the investment advisory fee would be 0.90%
and total Fund operating expenses would be ---%.
3 As a result of the 12b-1 fee, long-term shareholders may pay more than the
equivalent of the maximum front-end sales charge permitted by the NASD.
4 "Other expenses" primarily include administrative services fees and
registration fees paid by the Fund and custodian fees paid by the
Portfolio.

Years $
- ------------------------------------
One
Three
Five
Ten

THIS EXAMPLE DOES NOT REPRESENT THE FUND'S PAST OR FUTURE EXPENSES OR RETURNS,
WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

page 23

<PAGE>

[icon-profile of head with dollar bill in background]
FINANCIAL HIGHLIGHTS

Price Waterhouse LLP audited the information for the year ended September 30,
1997. Their report is in the Fund's Annual Report available to you upon
request.

For a share outstanding throughout
the period ended September 30,

1997*
----------------------------------

Net Asset Value, Beginning of Period . . . . . . . . . . . . . . . $ 10.00
-------
Income From Investment Operations:
Net Investment Income (Loss) . . . . . . . . . . . . . . . . . (. )
-------
Net Realized and Unrealized Gains
(Losses) on Securities. . . . . . . . . . . . . . . . . . . . . .
-------

Total From Investment Operations . . . . . . . . . . . . . . . . . .
-------

Less Distributions:
Dividends (from net investment income) . . . . . . . . . . . . .00
Distributions (from capital gains) . . . . . . . . . . . . . . .00
-------

Total Distributions. . . . . . . . . . . . . . . . . . . . . . . . .00
-------

Net Asset Value, End of Period . . . . . . . . . . . . . . . . . . $ .
-------
-------

Total Return^. . . . . . . . . . . . . . . . . . . . . . . . . . . . %
-------
-------

Ratios/Supplemental Data:

Net Assets, End of Period (in thousands) . . . . . . . . . . . . . $ .
-------

Ratio of Expenses to Average Net Assets~ . . . . . . . . . . . . . . %
-------

Ratio of Net Income (Loss) to Average Net Assets~. . . . . . . . . (0. )%
-------

Portfolio Turnover Rate^+. . . . . . . . . . . . . . . . . . . . . . %
-------

Average Commission Rate+ . . . . . . . . . . . . . . . . . . . . . $ 0.
-------

* Covers period from November 7, 1996 (commencement of operations) to September
30, 1997.
^ Based on operations for the period shown and, accordingly, are not
representative of a full year.
~ Annualized.
+ 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.

page 24

<PAGE>

BERGER GROWTH AND INCOME FUND
SEC REGISTRANT NAME/NUMBER: Morningstar Category: Large Blend
Berger One Hundred and One Lipper Category: Growth and Income
Fund, Inc. 811-1383

THE FUND'S GOAL
The Fund primarily aims for capital appreciation. A secondary goal of the Fund
is to provide a moderate level of current income. To pursue these goals, the
Fund invests primarily in securities of well-established, growing companies that
have demonstrated a pattern of earnings growth and stability and are also
expected to provide current income.

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

- - Competitive products and services and a successful orientation to global
markets

- - Higher than average rate of earnings growth with somewhat lower dividend
yields

- - Strong, capable management teams and conservatively financed balance
sheets.

WHAT THE FUND INVESTS IN
The Fund primarily invests in common stocks and other securities with equity
features, such as convertible securities and preferred stocks. Common stocks of
companies with mid-sized to large market capitalizations usually constitute a
majority of the Fund's investments, although it may also invest in smaller
companies when valuations are attractive. The Fund may also buy foreign
securities, corporate bonds, government securities or other short-term
investments.

RISKS AND INVESTMENT CONSIDERATIONS
Because the Fund invests for growth and current income, its NAV will fluctuate
in response to stock market and interest rate movements. When interest rates
are low, income distributions to Fund shareholders may be reduced or eliminated.
The Fund may invest up to 20% of its assets in convertible securities rated
below investment grade (BB or lower by S&P, Ba or lower by Moody's). In
addition, the Fund may invest in certain securities with unique risks, such as
foreign and small company securities.

See "Investment techniques, securities and the associated risks" later in this
prospectus for more information on risks.

page 25

<PAGE>

INVESTMENT MANAGEMENT
Patrick S. Adams, Senior Vice President of Berger Associates, and Sheila J.
Ohlsson, Vice President of Berger Associates, are co-investment managers of the
Berger Growth and Income Fund. Mr. Adams joined Berger Associates and assumed
co-management of the Fund in February 1997. He has managed equity funds since
1985. Ms. Ohlsson joined Berger Associates in 1991 and joined Mr. Adams as
co-manager of the Fund in October 1997.

Annual Fund Operating Expenses %
- -------------------------------------------------

Investment advisory fee .75
12b-1 fee(1) .25
Other expenses(2) .--
Total .--

*1 As a result of the 12b-1 fee, long-term shareholders may pay more than the
equivalent of the maximum front-end sales charge permitted by the NASD.
**2 "Other expenses" include transfer agency fees, shareholder report expenses,
registration fees and custodian fees.

Years $
- ------------------------------

One
Three
Five
Ten

THIS EXAMPLE DOES NOT REPRESENT THE FUND'S PAST OR FUTURE EXPENSES OR RETURNS,
WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

page 26

<PAGE>

[icon-profile of head with dollar bill in background]
FINANCIAL HIGHLIGHTS

For a Share Outstanding Throughout the Year Ended September 30,
-----------------------------------------------------------------------------------

1997 1996 1995 1994 1993 1992 1991
---- ---- ---- ---- ---- ---- ----

<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period*. . . . . . . . . . . . . . . . $12.89 $11.48 $11.27 $8.96 $9.20 $5.88
-------- -------- -------- -------- ------- ------
Income From Investment
Operations:
Net Investment Income (Loss)* . . . .20 .16 .12 .08 .13 .18
Net Realized and Unrealized
Gains (Losses) on Securities* . . . 1.17 1.43 .21 2.29 .54 3.25
-------- -------- -------- -------- ------- ------
Total From Investment Operations* 1.37 1.59 .33 2.37 .67 3.43
-------- -------- -------- -------- ------- ------
Less Distributions:
Dividends (from net investment
income)* . . . . . . . . . . . . (.20) (.18) (.12) (.06) (.17) (.11)
Distributions (from capital gains)* .00 .00 .00 .00 (.74) .00
-------- -------- -------- -------- ------- ------
Total Distributions* . . . . . . . . . (.20) (.18) (.12) (.06) (.91) (.11)
-------- -------- -------- -------- ------- ------
Net Asset Value, End of Period*. . . . $14.06 $12.89 $11.48 $11.27 $8.96 $9.20
-------- -------- -------- -------- ------- ------
-------- -------- -------- -------- ------- ------
Total Return . . . . . . . . . . . . . 10.66% 14.05%+ 2.91%+ 26.48%+ 7.96% 58.76%
-------- -------- -------- -------- ------- ------
-------- -------- -------- -------- ------- ------
Ratios/Supplemental Data:
Net Assets, End of Period (in $351,538 $354,396 $391,570 $112,932 $32,942 $4,081
thousands) . . . . . . . . . . . . . .
Ratio of Expenses to Average Net
Assets . . . . . . . . . . . . . . . 1.56%# 1.63%+^ 1.81%+ 2.10%+ 2.56% 2.66%
Ratio of Net Income (Loss) to
Average Net Assets . . . . . . . . . . 1.39% 1.33%+ 1.19%+ 1.05%+ 1.05% 1.99%
Portfolio Turnover Rate. . . . . . . . 112% 85% 23% 62% 42% 143%
Average Commission Rate. . . . . . . . $.0613 -- -- -- -- --

1990 1989 1988
---- ---- ----
<S> <C> <C> <C>
Net Asset Value, Beginning of
Period*. . . . . . . . . . . . . . . . $7.08 $6.46 $8.61
------ ------ ------
Income From Investment
Operations:
Net Investment Income (Loss)* . . . .17 .32 .23
Net Realized and Unrealized
Gains (Losses) on Securities* . . . (1.23) .74 (1.40)
------ ------ ------
Total From Investment Operations* (1.06) 1.06 (1.17)
------ ------ ------
Less Distributions:
Dividends (from net investment
income)*. . . . . . . . . . . . . (.14) (.44) (.30)
Distributions (from capital gains)* .00 .00 (.68)
------ ------ ------
Total Distributions* . . . . . . . . . (.14) (.44) (.98)
------ ------ ------
Net Asset Value, End of Period*. . . . $5.88 $7.08 $6.46
------ ------ ------
------ ------ ------
Total Return . . . . . . . . . . . . . (15.18)% 17.33% (12.72)%
------ ------ ------
------ ------ ------
Ratios/Supplemental Data:
Net Assets, End of Period
(in thousands). . . . . . . . . . . . $4,166 $1,845 $2,161
Ratio of Expenses to Average Net
Assets . . . . . . . . . . . . . . . 2.48% 2.00% 2.00%
Ratio of Net Income (Loss) to
Average Net Assets . . . . . . . . . 1.74% 5.09% 3.48%
Portfolio Turnover Rate. . . . . . . . 139% 132% 159%
Average Commission Rate. . . . . . . . -- -- --
</TABLE>

* Per share amounts for periods 1987 through 1989 have been adjusted to
reflect the 2 for 1 split which was effective December 15, 1989.
+ 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% during the period
February 1, 1993, to October 13, 1994. Effective October 14, 1994, a new
12b-1 Plan was adopted with shareholder approval that reduces payments
under the Plan to .25% per year. Had the waiver not been made, the Ratio
of Expenses to Average Net Assets would have been 1.64% in 1995, 2.06% in
1994 and 2.29% in 1993. Absent the waiver, the Ratio of Net Income (Loss)
to Average Net Assets would have been 1.32% in 1995, .94% in 1994 and .86%
in 1993. The Total Return would have remained 14.05% in 1995, and would
have been 2.73% in 1994 and 26.34% in 1993.
# Ratio reflects total expenses, including fees paid indirectly with
brokerage commissions and fees offset by earnings credits, for 1996 only.
^ Ratio reflects total expenses, including fees offset by earnings credits,
for 1995 only.

page 27

<PAGE>

BERGER BALANCED FUND
SEC REGISTRANT NAME/NUMBER: Morningstar Category: Domestic Hybrid
Berger Investment Portfolio Lipper Category: Balanced
Trust 811-8046

THE FUND'S GOAL
The Fund aims for capital appreciation and current income. To pursue these
goals, the Fund invests primarily in a diversified group of domestic equity and
fixed-income securities. The allocation between equity and fixed-income
securities is based upon the investment manager's assessment of available
investment opportunities and relevant market, economic and financial factors.

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

- - Reasonably priced equity securities with strong, consistent and predictable
earnings growth rates

- - Strong, capable management teams and competitive products or services

- - Conservatively financed balance sheets.

WHAT THE FUND INVESTS IN
The Fund's equity investments consist primarily of common stocks of companies
with mid-sized to large market capitalizations. The Fund's fixed-income
investments are a variety of income-producing securities, such as short- to
long-term corporate and government debt securities, convertible securities and
preferred stocks. Normally, equity securities are expected to range from 50% to
75% of the Fund's total assets. However, it is the Fund's policy to invest at
least 25% of its total assets in fixed-income senior securities and at least 25%
in equity securities. The Fund will not purchase any non-convertible securities
rated below investment grade (BB or lower by S&P, Ba or lower by Moody's).

RISKS AND INVESTMENT CONSIDERATIONS
Because the Fund invests for growth and current income, its NAV will fluctuate
in response to stock market and interest rate movements. The investment manager
believes its investment style emphasizing equity securities offers shareholders
the opportunity for capital appreciation along with a reasonable level of
capital preservation. However, the Fund may be more volatile than other
balanced funds that invest more heavily in fixed-income securities.

The Fund may invest up to 20% of its assets in convertible securities rated
below investment grade. In addition, the Fund may invest in certain securities
with unique risks, such as foreign securities and when-issued or delayed
delivery securities.

See "Investment techniques, securities and the associated risks" later in this
prospectus for more information on risks.

page 28

<PAGE>

INVESTMENT MANAGEMENT
Patrick S. Adams, Senior Vice President of Berger Associates, and John B. Jares,
Vice President of Berger Associates, are co-investment managers of the Berger
Balanced Fund. Mr. Adams joined Berger Associates in February 1997. Mr. Jares
joined Berger Associates in May 1997. They assumed management of the Fund at
its inception later that year. Mr. Adams has managed equity funds since 1985.
Mr. Jares has five years of experience in the investment management industry.

Annual Fund Operating Expenses %
- ----------------------------------------------------
Investment advisory fee (after waiver)(1) .56
12b-1 fee(2) .25
Other expenses(3) .69
Total (after waiver)(1) 1.50

1 The Fund's advisor voluntarily waives its fee to the extent that the Fund's
annual operating expenses exceed 1.50%. Annual operating expenses include
the investment advisory fee and the 12b-1 fee, but exclude brokerage
commissions, interest, taxes and extraordinary expenses. Absent the waiver,
the Fund's investment advisory fee would be 0.70% and total Fund operating
expenses would be estimated to be 1.64%.
2 As a result of the 12b-1 fee, long-term shareholders may pay more than the
equivalent of the maximum front-end sales charge permitted by the NASD.
3 "Other expenses" are based on estimated expenses for the Fund's first full
year of operations and include primarily transfer agency fees, shareholder
report expenses, registration fees and custodian fees.

Years $
- -----------------------------------------

One
Three

THIS EXAMPLE DOES NOT REPRESENT THE FUND'S PAST OR FUTURE EXPENSES OR RETURNS,
WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

page 29

<PAGE>

[PAGE RESERVED]

page 30

<PAGE>

- ----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT TECHNIQUES, SECURITIES AND THE ASSOCIATED RISKS
- ----------------------------------------------------------------------------------------------------------------------------------
RISK AND INVESTMENT TABLE
- ----------------------------------------------------------------------------------------------------------------------------------
BERGER SMALL
BERGER NEW BERGER SELECT COMPANY GROWTH BERGER SMALL CAP
GENERATION FUND FUND FUND VALUE FUND
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
DIVERSIFICATION -/ / --/ / -/ / -/ /

SMALLER COMPANY SECURITIES + - + +
MARKET, LIQUIDITY AND INFORMATION RISK

FOREIGN SECURITIES - - - -
MARKET, CURRENCY, TRANSACTION, LIQUIDITY,
INFORMATION AND POLITICAL RISK

SECTOR FOCUS + + + +
MARKET AND LIQUIDITY RISK

CONVERTIBLE SECURITIES (1) - - - -
MARKET, INTEREST RATE AND CREDIT RISK

INVESTMENT GRADE BONDS (NON-CONVERTIBLE) - - - -
INTEREST RATE, MARKET AND CREDIT RISK

BELOW INVESTMENT GRADE BONDS (NON-CONVERTIBLE) -- -- -- --
CREDIT, INTEREST RATE AND MARKET RISK

COMPANIES WITH LIMITED OPERATING HISTORIES - - - 5/ /
MARKET, LIQUIDITY AND INFORMATION RISK

ILLIQUID AND RESTRICTED SECURITIES 15N 15N 15N 10N
MARKET, LIQUIDITY AND TRANSACTION RISK

REPURCHASE AGREEMENTS - - - -
CREDIT RISK

SPECIAL SITUATIONS - - - +
MARKET AND INFORMATION RISK
- ----------------------------------------------------------------------------------------------------------------------------------

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

- ---------------------------------------------------------------------------------------------------------------------------
BERGER MID CAP BERGER/BIAM
GROWTH FUND BERGER 100 FUND INTERNATIONAL FUND
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DIVERSIFICATION -/ / -/ / -/ /

SMALLER COMPANY SECURITIES + - -
MARKET, LIQUIDITY AND INFORMATION RISK

FOREIGN SECURITIES - - +
MARKET, CURRENCY, TRANSACTION, LIQUIDITY,
INFORMATION AND POLITICAL RISK

SECTOR FOCUS + - +
MARKET AND LIQUIDITY RISK

CONVERTIBLE SECURITIES (1) - - -
MARKET, INTEREST RATE AND CREDIT RISK

INVESTMENT GRADE BONDS (NON-CONVERTIBLE) - - -
INTEREST RATE, MARKET AND CREDIT RISK

BELOW INVESTMENT GRADE BONDS (NON-CONVERTIBLE) -- -- --
CREDIT, INTEREST RATE AND MARKET RISK

COMPANIES WITH LIMITED OPERATING HISTORIES - 5/ / -
MARKET, LIQUIDITY AND INFORMATION RISK

ILLIQUID AND RESTRICTED SECURITIES 15N 15N 15N
MARKET, LIQUIDITY AND TRANSACTION RISK

REPURCHASE AGREEMENTS - - -
CREDIT RISK

SPECIAL SITUATIONS - - -
MARKET AND INFORMATION RISK
- ---------------------------------------------------------------------------------------------------------------------------

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

- --------------------------------------------------------------------------------------------------
BERGER GROWTH AND
INCOME FUND BERGER BALANCED FUND
- --------------------------------------------------------------------------------------------------
<S> <C> <C>
DIVERSIFICATION -/ / -/ /

SMALLER COMPANY SECURITIES - -
MARKET, LIQUIDITY AND INFORMATION RISK

FOREIGN SECURITIES - -
MARKET, CURRENCY, TRANSACTION, LIQUIDITY,
INFORMATION AND POLITICAL RISK

SECTOR FOCUS - -
MARKET AND LIQUIDITY RISK

CONVERTIBLE SECURITIES (1) + +
MARKET, INTEREST RATE AND CREDIT RISK

INVESTMENT GRADE BONDS (NON-CONVERTIBLE) - +
INTEREST RATE, MARKET AND CREDIT RISK

BELOW INVESTMENT GRADE BONDS (NON-CONVERTIBLE) -- --
CREDIT, INTEREST RATE AND MARKET RISK

COMPANIES WITH LIMITED OPERATING HISTORIES 5/ / -
MARKET, LIQUIDITY AND INFORMATION RISK

ILLIQUID AND RESTRICTED SECURITIES 15N 15N
MARKET, LIQUIDITY AND TRANSACTION RISK

REPURCHASE AGREEMENTS - -
CREDIT RISK

SPECIAL SITUATIONS - -
MARKET AND INFORMATION RISK
- --------------------------------------------------------------------------------------------------
</TABLE>

page 31

<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
INVESTMENT TECHNIQUES, SECURITIES AND THE ASSOCIATED RISKS (CONT'D)
- ----------------------------------------------------------------------------------------------------------------------------
BERGER NEW GENERATION BERGER SELECT BERGER SMALL
FUND FUND COMPANY GROWTH FUND
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ZERO/STRIPS -- - --
INTEREST RATE, MARKET AND CREDIT RISK

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES 5 5 5
CREDIT AND OPPORTUNITY RISK

FINANCIAL FUTURES (2) 5N 5N 5N
HEDGING, CORRELATION, OPPORTUNITY AND LEVERAGE RISK

FORWARD FOREIGN CURRENCY CONTRACTS(2) - - -
HEDGING, CREDIT, CORRELATION, OPPORTUNITY
AND LEVERAGE RISK

OPTIONS (2) 5N 5N 5N
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
HEDGING, CREDIT, CORRELATION AND LEVERAGE
RISK

WRITING (SELLING) COVERED CALL OPTIONS (2) 25 25 25
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
OPPORTUNITY, CREDIT AND LEVERAGE RISK

TEMPORARY DEFENSIVE MEASURES - - -
OPPORTUNITY RISK

LENDING PORTFOLIO SECURITIES 33 1/3 33 1/3 33 1/3
CREDIT RISK

BORROWING 25/ / 25/ / 25/ /
LEVERAGE RISK

PLEDGING ASSETS 25/ / 25/ / 25/ /
OPPORTUNITY RISK
- ----------------------------------------------------------------------------------------------------------------------------

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

-----------------------------------------------------------
BERGER SMALL CAP BERGER MID CAP
VALUE FUND GROWTH FUND BERGER 100 FUND
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ZERO/STRIPS -- - -
INTEREST RATE, MARKET AND CREDIT RISK

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES 5 5 5
CREDIT AND OPPORTUNITY RISK

FINANCIAL FUTURES (2) --/ / 5N 5N
HEDGING, CORRELATION, OPPORTUNITY AND LEVERAGE RISK

FORWARD FOREIGN CURRENCY CONTRACTS(2) --/ / - -
HEDGING, CREDIT, CORRELATION, OPPORTUNITY
AND LEVERAGE RISK

OPTIONS (2) 5N 5N 5N
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
HEDGING, CREDIT, CORRELATION AND LEVERAGE
RISK

WRITING (SELLING) COVERED CALL OPTIONS (2) 10N 25 25
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
OPPORTUNITY, CREDIT AND LEVERAGE RISK

TEMPORARY DEFENSIVE MEASURES - - -
OPPORTUNITY RISK

LENDING PORTFOLIO SECURITIES -- 33 1/3 --
CREDIT RISK

BORROWING 5A/ / 25/ / 5/ /
LEVERAGE RISK

PLEDGING ASSETS --/ / 25/ / 10/ /
OPPORTUNITY RISK
- ----------------------------------------------------------------------------------------------------------------------

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

------------------------------------------------------------------
BERGER/BIAM BERGER GROWTH AND
INTERNATIONAL FUND INCOME FUND BERGER BALANCED FUND
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ZERO/STRIPS -- - -
INTEREST RATE, MARKET AND CREDIT RISK

WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES 5 5 5
CREDIT AND OPPORTUNITY RISK

FINANCIAL FUTURES (2) -- 5N 5N
HEDGING, CORRELATION, OPPORTUNITY AND LEVERAGE RISK

FORWARD FOREIGN CURRENCY CONTRACTS(2) + - -
HEDGING, CREDIT, CORRELATION, OPPORTUNITY
AND LEVERAGE RISK

OPTIONS (2) -- 5N 5N
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
HEDGING, CREDIT, CORRELATION AND LEVERAGE
RISK

WRITING (SELLING) COVERED CALL OPTIONS (2) -- 25 25
(EXCHANGE-TRADED AND OVER-THE-COUNTER)
OPPORTUNITY, CREDIT AND LEVERAGE RISK

TEMPORARY DEFENSIVE MEASURES -- - -
OPPORTUNITY RISK

LENDING PORTFOLIO SECURITIES 33 1/3 -- 33 1/3
CREDIT RISK

BORROWING 25/ / 5/ / 25/ /
LEVERAGE RISK

PLEDGING ASSETS 25/ / 10/ / 25/ /
OPPORTUNITY RISK
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>

page 32

<PAGE>

BEFORE YOU INVEST . . .

. . . in any of the Berger Funds, make sure you understand the risks involved.
There are two basic risks prevalent in all mutual funds primarily invested in
common stocks: "MARKET RISK" and "MANAGEMENT RISK." As a result of these risks,
when you sell your shares, they may be worth less than when you purchased them
and there can be no assurance that any of the Funds will achieve their goals.

The table on the opposite page is aimed at helping you further understand the
risks of investing in any particular Fund by showing the primary risks
associated with certain securities and investment techniques used by the Berger
Funds. A glossary follows the table.

You may get more information about the risks of investing in the Berger Funds in
the Statement of Additional Information (SAI), including a discussion of debt
security ratings in Appendix A to the SAI.

KEY TO TABLE

Follow down the columns under the name of the Fund in which you are interested.
The boxes will tell you:

- - Yes, the security or technique is permitted by a Fund without limit.

- -- No, the security or technique is not permitted by a Fund.

/ / The restriction is fundamental to a Fund. (Fundamental restrictions
cannot be changed without a shareholder vote.)

+ The security or technique is emphasized by a Fund.

5 Use of a security or technique is permitted, but subject to a
restriction of up to 5% of total assets.

25 Use of a security or technique is permitted, but subject to a
restriction of up to 25% of total assets.

33 1/3 Use of a security or technique is permitted, but subject to a
restriction of up to 331/3% of total assets.

5N Use of a security or technique is permitted, but subject to a
restriction of up to 5% of net assets.

10N Use of a security or technique is permitted, but subject to a
restriction of up to 10% of net assets.

15N Use of a security or technique is permitted, but subject to a
restriction of up to 15% of net assets.

5A Use of a security or technique is permitted, but subject to a
restriction of up to 5% of assets.

1. The Funds have no minimum quality standards for convertible securities,
although they will not invest in defaulted securities. They also will not
invest 20% or more of their assets in convertible securities rated below
investment grade or in unrated convertible securities that the advisor
considers to be below investment grade.

2. The Funds may use futures, forwards and options only for hedging. Not more
than 5% of a Fund's net assets may be used for initial margins for futures
and premiums for options. A Fund's aggregate obligations under these
contracts may not exceed the total market value of the assets being hedged,
such as some or all of the value of the Fund's equity securities.

page 33

<PAGE>

RISK AND INVESTMENT GLOSSARY

BELOW INVESTMENT GRADE BONDS Bond with ratings of BB (STANDARD & POOR'S) or Ba
(MOODY'S) or below. Bonds rated below investment grade are subject to greater
credit risk that investment grade bonds. Also called "high-yield bonds" or
"junk bonds."

BORROWING Borrowing money from a bank or other financial institution undertaken
by the Funds only for temporary or emergency reasons.

COMMON STOCKS Shares of ownership (equity) interest in a company.

COMPANIES WITH LIMITED OPERATING SECURITIES Securities issued by companies
which have been in continuous operation for less than three years. Sometimes
called "unreasoned" issuers.

CONVERTIBLE SECURITIES Debt or equity securities which may be converted on
specified terms into stock of the issuer.

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

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

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

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

FINANCIAL FUTURES Exchange-traded contracts on securities, securities indexes
or foreign currencies that obligate the holder to take or make future delivery
of a specified quantity of those underlying securities or currencies on a
predetermined future date.

FOREIGN SECURITIES Securities issued by companies located outside of the United
States. The Funds consider a company to be located outside the United States if
the principal securities trading market for its equity securities is located
outside the U.S. or it is organized under the laws of, and has a principal
office in, a country other than the U.S.

FORWARD FOREIGN CURRENCY CONTRACTS Privately negotiated contracts committing
the holder to purchase or sell a specified quantity of a foreign currency on a
predetermined future date.

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

ILLIQUID AND RESTRICTED SECURITIES Securities which, by rules of their issue or
by their nature, cannot be sold readily. These include illiquid Rule 144A
securities.

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

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

INVESTMENT GRADE BONDS Bonds with rating of BBB (STANDARD & POOR'S) or Baa
(MOODY'S) or above.

LENDING PORTFOLIO SECURITIES Funds lend securities to qualified financial
institutions in order to earn income. The Funds lend securities only on a fully
collateralized basis.

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

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

page 34

<PAGE>

MANAGEMENT RISK This risk exists in all mutual funds and means that a Fund's
portfolio management practices might not work to achieve a desired result.

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

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

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

OPTION Contract giving the holder the right but not the obligation to purchase
or sell a security on or before a predetermined future date for a fixed price.
Options on securities indexes are similar, but settled in cash.

PLEDGING ASSETS Transferring securities to a lender or creditor as collateral
for an obligation.

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

REPURCHASE AGREEMENTS A Fund uses repurchase agreements (repos) to invest cash
on a short-term basis. A seller (bank or broker-dealer) sells securities,
usually government securities, to the Fund, agreeing to buy them back at a
designated time--usually the next day. The Funds enter into only fully
collateralized repos.

SECTOR FOCUS When a significant portion of a Fund's assets are invested in a
relatively small number of related industries. The Funds will not concentrate
25% or more of their total assets in any one industry. Sector focus may
increase both market and liquidity risk.

SMALLER COMPANY SECURITIES Securities issued by small or mid-sized companies.
The definition of a small or mid-sized company may vary. The Funds consider
small companies to be those that have a market capitalization of less than $1
billion and mid-sized companies to be those that have a market capitalization of
$1 billion to $5 billion.

SPECIAL SITUATIONS Companies about to undergo a structural, financial or
management change which may significantly affect the value of their securities.

TEMPORARY DEFENSIVE MEASURES When a Fund's investment manager believes market
conditions warrant a temporary defensive position, the Fund may increase its
investment in government securities and other short-term interest-bearing
securities without regard to the Fund's otherwise applicable investment
restrictions, policies or normal investment emphasis.

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

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES Securities bought in advance of
their actual issue or delivery.

WRITING (SELLING) COVERED CALL OPTIONS Selling a contract to another party
which gives them the right but not the obligation to buy a particular security
from you. The Funds write call options only if they already own the security
(if it is "covered").

ZERO/STRIPS A zero is a debt security which does not make regular interest
payments, but rather is sold at a discount from face value. A strip is a debt
security which is stripped of its interest coupon after issuance, but is
otherwise comparable to a zero.

page 35

<PAGE>

INFORMATION ABOUT YOUR ACCOUNT

BUYING SHARES
[SIDEBAR BOX]
SEND NEW ACCOUNT APPLICATIONS TO
Berger Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141

OR FOR OVERNIGHT, CERTIFIED OR REGISTERED MAIL ONLY
Berger Funds
c/o DST Systems, Inc.
330 West 9th Street, 1st Floor
Kansas City, MO 64105

[SIDEBAR TABLE]

Minimums:
Initial investment $2,000
Subsequent investments $50
Automatic Investment Plan $50
BY MAIL

Read this prospectus.

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

Make out a check to "Berger Funds" for the amount you want to invest.

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

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

BY TELEPHONE

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

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

Call 1-800-551-5849 for current wire or electronic funds transfer
instructions.

page 36

<PAGE>

BY ON-LINE ACCESS

If you already have established a Berger Funds account with electronic
funds transfer privileges, you may purchase additional shares via online
access.

You will find us online at www.bergerfunds.com.

BY AUTOMATIC INVESTMENT PLAN

To automatically purchase more shares each month, fill out the Automatic
Investment Plan section of the application.

Investments are transferred automatically from your bank account monthly.

See details on the application.

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

YOU MAY GIVE UP SOME LEVEL OF SECURITY BY CHOOSING TO BUY AND SELL SHARES
BY TELEPHONE OR ONLINE RATHER THAN BY MAIL.

IMPORTANT NOTES ABOUT PAYING FOR YOUR SHARES

Your check must be made payable to the Berger Funds, or it will not be
accepted.

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

Telephone and online purchase orders may not exceed four times the value of
an account on the date the order is placed. Shares previously bought by
telephone or online access are included in calculating account size only if
payment has been received for those shares.

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

The Funds reserve the right to reject any order and to waive minimums or
increase minimums following notice.

SELLING (REDEEMING) SHARES

BY MAIL

page 37

<PAGE>

Send a written request indicating your account number and the dollar amount
or number of shares you are redeeming to the address shown under "Buying
shares."
Your request must be signed by each registered shareholder, with the
signature(s) appearing exactly as they do on your account registration.

BY TELEPHONE

Call 1-800-551-5849 to place your order.

BY ON-LINE ACCESS

You will find us online at www.bergerfunds.com..

FOR TELEPHONE AND ONLINE REDEMPTIONS SEE "SIGNATURE GUARANTEES / SPECIAL
DOCUMENTATION" IN THE FOLLOWING SECTION FOR LIMITATIONS.

TELEPHONE AND ONLINE REDEMPTIONS ARE NOT AVAILABLE FOR SHARES HELD IN
RETIREMENT ACCOUNTS SPONSORED BY THE FUNDS.

BY SYSTEMATIC WITHDRAWAL PLAN

Shares may be redeemed automatically ($50 minimum) monthly, quarterly,
semi-annually or annually.

A systematic withdrawal plan may be established if you own shares in a Fund
worth at least $5,000.

Call 1-800-551-5849 for more information and forms.

IMPORTANT NOTES ABOUT PAYMENT FOR YOUR REDEEMED SHARES

IN TIMES OF EXTREME ECONOMIC OR MARKET CONDITIONS, TRANSACTIONS BY
TELEPHONE OR ONLINE MAY BE DIFFICULT.

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

You may receive payment for redeemed shares via wire or electronic funds
transfer. You may elect these services on the account application or send
to the Berger Funds a written request providing your bank information with
your signature guaranteed. (See "Signature guarantees/special
documentation" in the following section.)

page 38

<PAGE>

Wire and electronic funds transfers are subject to a $1,000 minimum and
$100,000 maximum.

You will be charged $10 for a wire transfer. There is no charge for an
electronic funds transfer.

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

Proceeds from shares redeemed within 15 days of purchase may be delayed
until full payment for the shares has been received and cleared.

EXCHANGING SHARES

Shares of the Funds described in this prospectus may be exchanged for shares of
any other Berger Fund or for shares in the Berger Cash Account Trust Portfolios
(the Berger CAT Portfolios). The Berger CAT Portfolios are three separately
managed, unaffiliated money market funds: The Money Market Portfolio, the
Government Securities Portfolio and the Tax-Exempt Portfolio.

The exchange privilege with the Berger CAT Portfolios does not constitute an
offering or recommendation of the shares of these portfolios by the Berger Funds
or Berger Associates. Berger Associates is compensated for administrative
services it performs with respect to the Berger CAT Portfolios.

When exchanging shares:

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

- - Each Fund or Berger CAT Portfolio must be legally eligible for sale in your
state of residence.

- - You may exchange out of the Berger Funds up to four times per calendar
year. At this time, there is no limit on the number of exchanges permitted
out of the Berger CAT Portfolios.

- - You may exchange by telephone, online access or mail.

- - You are responsible for obtaining and reading the prospectus for the Fund
or Berger CAT Portfolio into which you are exchanging.

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

- - It may take one business day or more for your money from a redemption of
Fund shares to be invested in a Berger CAT Portfolio.

page 39

<PAGE>

- - Exchanges into any new Fund or Berger CAT Portfolio are subject to that
Fund's or Portfolio's initial and subsequent investment minimums.

SIGNATURE GUARANTEES/SPECIAL DOCUMENTATION

The Funds use signature guarantees to protect you and the Funds from possible
fraudulent requests for redeemed shares. Your redemption request must be in
writing and accompanied by a signature guarantee if:

- - Your request exceeds $100,000.

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

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

- - You change or add information relating to your designated bank.

The Berger Funds reserve the right to require signature guarantees under other
certain circumstances.

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

Make sure the signature guarantee appears:

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

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

Additional documents are required for redemptions by corporations, executors,
administrators, trustees and guardians. For instructions, call 1-800-551-5849
or write to the Berger Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas
City, MO 64141.

NET ASSET VALUE (NAV) -- YOUR PRICE

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

page 40

<PAGE>

Each Fund's NAV is calculated at the close of the regular trading session of the
New York Stock Exchange (normally 4:00 p.m. New York time) each day that the
Exchange is open.

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

When the Funds calculate their NAV, they value the securities they hold at
market value. Sometimes market quotes for some securities are not available or
are not representative of market value. In that case, securities will be valued
in good faith at fair value, using consistently applied procedures decided on by
the trustees or directors. Money market instruments maturing within 60 days are
valued at amortized cost, which approximates market value. Assets and
liabilities expressed in foreign currencies are converted into U.S. dollars at
the prevailing market rates quoted by one or more banks or dealers shortly
before the close of the Exchange.

OTHER INFORMATION ABOUT YOUR ACCOUNT

SECURITY CONSIDERATIONS

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

CONFIRMATION OF YOUR PURCHASES AND REDEMPTIONS

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

SHARE CERTIFICATES

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

page 41

<PAGE>

PURCHASES THROUGH BROKER-DEALERS

You may buy Fund shares through certain broker-dealers or other financial
organizations, but these organizations may charge you a fee or may have
different minimums for first-time or additional investments which are not
applicable if you buy shares directly from the Funds.

REDEMPTIONS BY THE FUNDS OF CERTAIN ACCOUNTS

To reduce their expenses, all Funds other than the Berger 100 Fund may
involuntarily redeem the shares in your account if your balance drops below
$2,000 -- but only if it drops below this amount because you have redeemed
shares, not because the share value has declined. You will be given 60 days'
notice before a Fund undertakes any involuntary redemption. During that time,
you may buy more shares to bring your account above the minimum. Existing
shareholders of the following Funds have lower minimum balance requirements and
must maintain these minimum balances to avoid involuntary redemption:

FUND IF YOUR SHARES WERE YOUR MINIMUM ACCOUNT
PURCHASED BEFORE... BALANCE IS

Berger Growth and Income Fund January 26, 1996 $250
November 28, 1996 $500

Berger Small Company Growth Fund January 26, 1996 $250
November 28, 1996 $500

Berger New Generation Fund November 28, 1996 $1,000

CLOSURE OF BERGER SMALL COMPANY GROWTH FUND TO NEW INVESTORS

Due to the Fund's current size relative to the range of suitable investments
available to the Fund, the Berger Small Company Growth Fund was closed to new
investors on November 17, 1997. Currently, you may purchase shares in the Fund
if you had an account opened in the Fund as of the closing date.

If you redeem or exchange all your remaining Fund shares, you will not be
permitted to reopen your Fund account 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 "Redemptions by the Funds of certain accounts." The Fund may
resume sales to new investors at some future date if the Trustees determine that
it is in the best interests of the Fund and its shareholders to do so.

page 42

<PAGE>

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS OF INCOME AND GAINS

Unless you tell us that you want to receive your distributions in cash, they
will be reinvested automatically in Fund shares. Each Fund may make two
different kinds of distributions to you as a shareholder:

- - Capital gains from the sale of portfolio securities held by a Fund. The
Funds will distribute any net realized capital gains annually, normally in
December.
- - Net investment income from interest or dividends received on securities
held by a Fund. The Funds will distribute their investment income as
follows:

FUND DISTRIBUTIONS OF NET INVESTMENT INCOME
Berger Growth and Income Fund Quarterly
(normally in March, June, September and
December)
Berger Balanced Fund Quarterly
(normally in March, June, September and
December)
All other Funds Annually
(normally in December)

YOUR TAXES

You generally will owe tax on amounts distributed to you by the Funds whether
you 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 from a Fund's long-term capital gains generally are taxed at the
long-term capital gains rate regardless of how long you have owned your Fund
shares. Distributions from other sources generally are taxed as ordinary
income.

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

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

TAX TREATMENT OF THE FUNDS

In general, as long as a 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 Funds have qualified, and intend to
continue to qualify, under those laws. The Funds also intend to avoid an excise
tax on undistributed income by making timely distributions.

page 43

<PAGE>

ADDITIONAL TAX INFORMATION

You should also consult your own tax advisor, since this is only a summary and
may not cover your particular situation. For more information about other tax
matters, including backup withholding for certain taxpayers and other tax
aspects of redemptions, see the SAI.

TAX-SHELTERED RETIREMENT PLANS

The Funds offer several tax-qualified retirement plans for individuals,
businesses and non-profit organizations. For information about establishing a
Berger Funds IRA, profit-sharing or money purchase pension plan, 403(b)
Custodial Account, SEP-IRA, SIMPLE IRA account or other retirement plans, please
call 1-800-333-1001 or write to the 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 Funds at 1-800-333-1001.

page 44

<PAGE>

ORGANIZATION OF THE BERGER FUND FAMILY

FUND OVERSIGHT

Each Fund is supervised by a board of directors or trustees who are responsible
for major decisions about the Funds' policies and overall Fund oversight. Each
Fund's board hires the companies that run day-to-day Fund operations, such as
the investment advisor, administrator, transfer agent and custodian. For more
information about the Funds' directors, trustees and officers, see the SAI.

FUND OPERATIONS AND EXPENSES

The following companies provide day-to-day investment management and
administrative services to the Funds. Their fees are shown in the table below
as a percentage of each Fund's average daily net assets.

BERGER ASSOCIATES (210 University Blvd., Suite 900, Denver, CO 80206) serves as
investment advisor, sub-advisor, administrator or sub-administrator to mutual
funds and institutional investors. Berger Associates has been in the investment
advisory business for over 20 years. Kansas City Southern Industries, Inc.
(KCSI) owns approximately 87% of Berger Associates. KCSI is a publicly traded
holding company with principal operations in rail transportation, through its
subsidiary The Kansas City Southern Railway Company, and financial asset
management businesses. When acting as investment advisor, Berger Associates is
responsible for managing the investment operations of the Funds.

BBOI WORLDWIDE LLC (210 University Blvd., Suite 700, Denver, CO 80206) was
formed in 1996 as a joint venture between Berger Associates and Bank of Ireland
Asset Management (U.S.) Limited (BIAM). Berger Associates and BIAM each owns
50% of BBOI Worldwide and has an equal number of representatives on its Board of
Managers. As investment advisor, BBOI Worldwide oversees, evaluates and
monitors the investment advisory services provided by BIAM as sub-advisor.

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

PERKINS, WOLF, MCDONNELL & COMPANY (53 West Jackson Boulevard, Suite 818,
Chicago, IL 60604) served as investment advisor to the Berger Small Cap Value
Fund (then known as The Omni Investment Fund) from 1985 to February 1997, when
PWM became the sub-advisor to the Fund. Robert H. Perkins owns 49% of PWM and
serves as its President and a director. Gregory E. Wolf

page 45

<PAGE>

owns 20% of PWM and serves as its Treasurer and a director. As sub-advisor, PWM
manages the Fund's investment operations.

FUND ADVISOR SUB-ADVISOR ADMINISTRATOR (1) SUB-ADMINISTRATOR
(PAID BY FUND) (PAID BY ADVISOR) (PAID BY FUND) (PAID BY ADMINISTRATOR)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
BERGER NEW GENERATION Berger Associates - Berger Associates --
FUND 0.90% 0.01%

BERGER SELECT FUND Berger Associates - Berger Associates -
0.___% 0.01%

BERGER SMALL COMPANY Berger Associates - Berger Associates -
GROWTH FUND 0.90% 0.01%

BERGER SMALL CAP VALUE Berger Associates PWM Berger Associates -
FUND 0.90% 0.90%(3) 0.01%

BERGER MID CAP GROWTH Berger Associates Berger Associates -
FUND 0.___% 0.01%

BERGER 100 FUND Berger Associates - Berger Associates -
0.75% 0.01%

BERGER/BIAM BBOI Worldwide BIAM BBOI Worldwide Berger Associates
INTERNATIONAL FUND 0.90%(2)(4) 0.45%(4) 0.45% 0.25%

BERGER GROWTH AND INCOME Berger Associates - Berger Associates -
FUND 0.75% 0.01%

BERGER BALANCED FUND Berger Associates - Berger Associates --
0.70%(2) 0.01%

</TABLE>

(1) As administrator of the Berger/BIAM International Fund, BBOI Worldwide
provides or arranges for, at its own expense, all necessary administrative and
operating services for the Fund. This includes shareholder servicing and
recordkeeping expenses, but excludes registration fees and legal expenses. The
other Funds pay all their own operating expenses, including shareholder
servicing, recordkeeping and custody expenses. As administrator of those Funds,
Berger Associates provides limited administrative and recordkeeping services not
provided by the Funds' other service companies.

(2) Subject to voluntary waiver for excess expenses. For details, see the
individual Fund descriptions at the beginning of this prospectus.

(3) 0.90% of the first $75 million of average daily net assets of the Fund,
0.50% of the next $125 million and 0.20% of any amount in excess of $200
million.

(4) BBOI Worldwide is investment advisor, and BIAM is sub-advisor, to the
Berger/BIAM International Portfolio, in which all the assets of the Berger/BIAM
International Fund are invested. See "Special Fund Structures" later in this
prospectus.

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<PAGE>

ADDITIONAL EXPENSE INFORMATION

12b-1 PLANS. Each Fund has adopted a 12b-1 plan permitting it to pay certain
costs of distributing its shares. Berger Associates is entitled to be paid a
fee under each plan of 0.25% of each Fund's average daily net assets. The fee
may be used for such things as:

- - marketing and promotional activities
- - printing and distributing prospectuses and reports to prospective
shareholders
- - printing and distributing Fund sales literature
- - compensation to dealers and others who provide distribution and
administrative services
- - support services (such as routine requests for information).

The Funds may be jointly promoted with other Berger Funds. Costs of joint
promotions are allocated among the Funds on the basis of net assets, unless
otherwise directed by the directors or trustees.

BROKERAGE COMMISSIONS. Fund portfolio brokerage is permitted to be placed
through a broker-dealer that may be considered an affiliate of Berger
Associates, but only when commissions paid to that broker-dealer are applied to
reduce Fund expenses.

Sales of Fund shares by a broker-dealer and its recommendation that customers
purchase Fund shares are factors that may be considered in the selection of
broker-dealers to execute Fund portfolio transactions. In placing all portfolio
business, the Fund's advisor or sub-advisor will seek best execution.

Portfolio changes are made whenever the Fund's investment manager believes that
the Fund's goal could be better achieved by investment in another security,
regardless of portfolio turnover. Turnover for the Funds appears in the
Financial Highlights tables included in the individual Fund descriptions at the
beginning of this prospectus. At times, portfolio turnover for a Fund may
exceed 100% per year. Turnover for the Berger Balanced Fund and the Berger Mid
Cap Growth Fund is not expected to exceed 200%. Turnover for the Berger Select
Fund is not expected to exceed 300%. Higher turnover rates may result in higher
brokerage costs to the Funds and in higher net taxable gains for you as an
investor.

OTHER SERVICE PROVIDERS

The following additional companies provide services to all the Funds:

TRANSFER AGENT AND DIVIDEND PAYING AGENT
DST Systems, Inc. (DST)
P.O. Box 419958
Kansas City, MO 64141
DST may be considered an affiliate of Berger Associates through common ownership
by KCSI.

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<PAGE>

CUSTODIAN
Investors Fiduciary Trust Company (IFTC)
127 West 10th Street
Kansas City, MO 64105

DISTRIBUTOR
Berger Distributors, Inc. (BDI)
210 University Blvd., Suite 900
Denver, CO 80206
BDI is not paid a fee for its services, but may be reimbursed by Berger
Associates for its costs in distributing Fund shares. BDI is wholly owned by
Berger Associates and certain Fund officers are also officers or directors of
BDI.

THIRD PARTY ADMINISTRATORS

Certain brokerage firms and other companies may provide administrative services
(such as sub-transfer agency, recordkeeping or shareholder communications
services) to investors purchasing shares of the Funds through those companies.
A Fund's advisor or a Fund (if approved by its directors or trustees) may pay
fees to these companies for their services. These companies may also be
appointed as agents for or authorized by the Funds to accept on their 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 Funds.

SPECIAL FUND STRUCTURES

MULTI-CLASS. The Berger Small Cap Value Fund currently has two classes of
shares. The Investor Shares offered in this prospectus are made available to
the general public. The other class of shares, Institutional Shares, are
offered through a separate prospectus and are designed for investors who
maintain a minimum account balance of $100,000. Each class of shares has its
own expenses so that NAV, performance and distributions will differ between
classes. The 12b-1 plan adopted by the Berger Small Cap Value Fund applies only
to the Investor Shares. For more information on Institutional Shares, please
call 1-800-706-0539.

MASTER/FEEDER. Unlike many other mutual funds which directly acquire and manage
their own portfolio of securities, the Berger/BIAM International Fund is
organized as a "feeder" fund in a "master/feeder" structure. This means that
the Fund's assets are all invested in a larger "master" portfolio of securities,
the Berger/BIAM International Portfolio, which has investment goals and policies
identical to those of the Fund. In general, in a master/feeder structure,
administrative services are provided to the feeder funds and investment advisory
services are provided to the master portfolio. Additional points you should
know about the master/feeder:

- - Because other feeder funds also invest in the Portfolio, the trustees
believe this structure may achieve economies of scale reducing overall Fund
expenses. Other feeders investing in the Portfolio include the
International Equity Fund and the Berger/BIAM International CORE Fund, each
of which has a minimum balance requirement of $1,000,000. For more
information on these feeders, please call 1-800-706-0539.

page 48

<PAGE>

- - The investment performance of the Fund will derive from the investment
performance of the Portfolio. However, each feeder has its own
expenses so that performance, NAV and distributions will differ among
feeders.
- - When the Fund votes along with the other feeders as an investor in the
Portfolio, the Fund will cast its votes in the same proportion as the
votes cast by the Fund's shareholders.

For more information on multi-class and master/feeder fund structures, see the
SAI.

PERFORMANCE INFORMATION. The Berger Small Cap Value Fund quotes Investor Share
performance covering periods prior to inception of the Investor Share class in
February 1997, based on the performance of the Fund's only class of shares in
existence during that period. The Fund's shares prior to February 1997 did not
bear the 0.25% per year 12b-1 fee applicable to the Investor Shares since that
date.

The Berger/BIAM International Fund quotes performance covering periods prior to
its inception in 1996, based on the performance of a pool of assets managed by
BIAM which was transferred to the Portfolio when it commenced operations. If
the pool had been subject to certain restrictions imposed on the Fund by law,
its performance might have been adversely affected.

All performance figures quoted for any of the Funds are based upon historical
results and do not guarantee future performance. The investment return and
principal value of an investment in the Funds will fluctuate so that your
shares, when redeemed, may be worth more or less than their original cost. For
more information on performance, see the SAI.

VOTING. The Funds do not hold annual shareholder meetings, but may hold special
meetings for such matters as electing or removing board members or considering
changes to fundamental policies, advisory contracts or 12b-1 fees. Shareholders
of each Fund vote separately on matters relating only to that Fund. They vote
together and along with the shareholders of any other series of the trust in the
election of trustees and on all matters relating to the trust as a whole. Each
full share of each Fund has one vote. The secondary investment objective of the
Berger Growth and Income Fund (to provide a moderate level of current income)
may be changed without a shareholder vote. Each of the Funds' other investment
objectives may be changed only with shareholder approval.

page 49

<PAGE>

[BACK COVER]

[LOGO](R)
The Berger Funds
210 University Blvd.
Denver, CO 80206

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 auditors' reports from the Funds' 1997
Annual Report. The SAI and current Annual and Semi-Annual Report, which
includes each Fund's financial statements, auditors' report, further performance
information, portfolio holdings and a statement from Fund management, may be
obtained without charge by calling the Funds at 1-800-333-1001. 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 Berger Funds, c/o Berger
Associates, Inc., P.O. Box 5005, Denver, CO 80217, or call 1-800-333-1001 or
contact us online at www.bergerfunds.com.

page 50
<PAGE>

BERGER NEW GENERATION FUND
BERGER SELECT FUND
BERGER SMALL COMPANY GROWTH FUND
BERGER SMALL CAP VALUE FUND - INVESTOR SHARES
BERGER MID CAP GROWTH FUND
BERGER 100 FUND
BERGER/BIAM INTERNATIONAL FUND
BERGER GROWTH AND INCOME FUND
BERGER BALANCED FUND

STATEMENT OF ADDITIONAL INFORMATION
SHAREHOLDER SERVICES: 1-800-551-5849

This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the Prospectus dated December 31, 1997,
describing the Berger Funds listed above (the "Funds"), which may be obtained by
writing the Funds at P.O. Box 5005, Denver, Colorado 80217, or calling
1-800-333-1001. The Funds are all "no-load" mutual funds, meaning that a buyer
pays no commissions or sales load when buying or redeeming shares of the Funds,
although each Fund pays certain costs of distributing its shares. See "Section
5. Expenses of the Funds -- 12b-1 Plans" below. This SAI describes each of
these Funds which have many features in common, but may have different
investment objectives and different investment emphases.

BERGER NEW GENERATION FUND
The investment objective of the Berger New Generation Fund is capital
appreciation.

BERGER SELECT FUND
The investment objective of the Berger Select Fund is capital appreciation.

BERGER SMALL COMPANY GROWTH FUND (CLOSED TO NEW INVESTORS)
The investment objective of the Berger Small Company Growth Fund is capital
appreciation.

BERGER SMALL CAP VALUE FUND - INVESTOR SHARES
The investment objective of the Berger Small Cap Value Fund is capital
appreciation.

BERGER MID CAP GROWTH FUND
The investment objective of the Berger Mid Cap Growth Fund is capital
appreciation.

BERGER 100 FUND
The investment objective of the Berger 100 Fund is long-term capital
appreciation.

BERGER/BIAM INTERNATIONAL FUND
The investment objective of the Berger/BIAM International Fund is long-term
capital appreciation.

BERGER GROWTH AND INCOME FUND
The primary investment objective of the Berger Growth and Income Fund is capital
appreciation, and its secondary objective is to provide a moderate level of
current income.

BERGER BALANCED FUND
The investment objective of the Berger Balanced Fund is capital appreciation and
income.

DATED DECEMBER 31, 1997

<PAGE>

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

TABLE OF CONTENTS CROSS-REFERENCES TO
RELATED DISCLOSURES
IN PROSPECTUS
- --------------------------------------------------------------------------------
Introduction Table of Contents

1. Portfolio Policies of the Funds Berger Funds;
Investment Techniques, Securities and
the Associated Risks

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

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

4. Investment Advisor Berger Funds;
Organization of the Berger Fund Family

5. Expenses of the Funds Berger Funds;
Organization of the Berger Fund Family

6. Brokerage Policy Organization of the Berger Fund Family

7. How to Purchase Shares in the Funds Information on Your Account

8. How the Net Asset Value is Information on Your Account
Determined

9. Income Dividends, Capital Gains Information on Your Account
Distributions and Tax Treatment

10. Suspension of Redemption Rights Information on Your Account

11. Tax-Sheltered Retirement Plans Information on Your Account

12. Special Purchase and Exchange Information on Your Account
Plans

13. Performance Information Organization of the Berger Fund Family

14. Additional Information Organization of the Berger Fund Family

Financial Statements Financial Highlights

-i-

<PAGE>

INTRODUCTION

The Funds described in this SAI are all mutual funds, or open-end,
management investment companies. 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 or SAI concerning the other Funds.

1. PORTFOLIO POLICIES OF THE FUNDS

The Prospectus describes the investment goals (objectives) of each of
the Funds and the primary policies to be employed to achieve those objectives.
This section contains supplemental information concerning the types of
securities and other instruments in which the Funds may invest, the investment
policies and portfolio strategies that the Funds may utilize and certain risks
attendant to those investments, policies and strategies. For the Berger/BIAM
International Fund, the term "Fund" in this Section 1 should be read to mean the
Berger/BIAM International Portfolio (the "Portfolio"), in which all the
investable assets of the Fund are invested.

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, any of the Funds 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. None of
the Funds will 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 Funds will consider the
security as rated in the higher category. If nonconvertible securities
purchased by a Fund are downgraded to below investment grade following purchase,
the directors or trustees of the Fund, in consultation with the Fund's advisor
or sub-advisor, will determine what action, if any, is appropriate in light of
all relevant circumstances. For a further discussion of debt security ratings,
see Appendix A to this SAI.

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

-1-

<PAGE>

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

CONVERTIBLE SECURITIES. The Funds may also purchase debt or equity
securities which are convertible into common stock when the Fund's advisor or
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 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
Fund 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 by organizations such as Moody's or S&P or a similar
determination of creditworthiness by the Fund's advisor or sub-advisor. 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, the Funds will not invest in any
security in default at the time of purchase, and each of the Funds 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 a Fund are downgraded following purchase, or if other circumstances
cause 20% or more of a Fund's assets to be invested in convertible securities
rated below investment grade, the directors or trustees of the Fund, in
consultation with the Fund's advisor or 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. Convertible
securities will be included in the 25% of total assets the Berger Balanced Fund
will keep in fixed-income senior securities. However, only that portion of
their value attributable to their fixed-income characteristics will be used in
calculating the 25%.

ZEROS/STRIPS. Certain Funds may invest in zero coupon bonds or in
"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 coupon 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.

SECURITIES OF SMALLER COMPANIES. Each of the Funds 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.

SECURITIES OF COMPANIES WITH LIMITED OPERATING HISTORIES. Each of the
Funds may invest in securities of companies with limited operating histories.
The Funds consider 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

-2-

<PAGE>

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.

FOREIGN SECURITIES. Each Fund may invest in foreign securities, which
may be traded in foreign markets and denominated in foreign currency. The
Funds' investments may also include American Depositary Receipts (ADRs),
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).

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 Funds. 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. 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 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 a Fund to
experience losses or miss investment opportunities.

Costs associated with transactions in foreign securities are generally
higher than with transactions in U.S. securities. A Fund 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, a Fund 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.

For any Fund invested 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.

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PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS). The Funds 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 a Fund'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.

ILLIQUID AND RESTRICTED SECURITIES. Each of the Funds 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, none of the Funds will purchase any such
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.
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. If securities become illiquid following purchase or other
circumstances cause more than 15% of a Fund's net assets to be invested in
illiquid securities, the directors or trustees of that Fund, in consultation
with the Fund's 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 directors or trustees, a Fund's advisor or sub-advisor will
determine whether securities eligible for resale to qualified institutional
buyers pursuant to SEC 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 willing 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 a Fund's investments in Rule
144A securities could be impaired if qualified institutional buyers become
uninterested in purchasing these securities.

REPURCHASE AGREEMENTS. Each Fund may invest in repurchase agreements
with various financial organizations, including commercial banks, registered
broker-dealers and registered government securities dealers. A repurchase
agreement is an agreement under which a Fund 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 a
Fund and is unrelated to the interest rate on the underlying instrument. In
these transactions, the securities acquired by a Fund (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 Fund's custodian bank
until repurchased. In addition, the directors or trustees will establish
guidelines and standards for review by the investment advisor of the
creditworthiness of any bank, broker or dealer party to a repurchase agreement
with a Fund. None of the Funds will enter into a repurchase agreement maturing
in more than seven days if as a result more than 15% of the Fund's total 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 Fund if the other party

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defaults on its obligation and the Fund 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, a Fund 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 Code or other laws, a court
may determine that the underlying security is collateral for a loan by a Fund
not within the control of the Fund and therefore the realization by the Fund on
such collateral may automatically be stayed and delayed. Further, it is
possible that a Fund 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 Funds expect that these risks can be controlled through
careful monitoring procedures.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Each Fund may purchase
and sell securities on a when-issued or delayed delivery basis. However, none
of the Funds currently intends to purchase or sell securities on a when-issued
or delayed delivery basis, if as a result more than 5% of its total 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 (normally,
obligations of issuers eligible for investment by a Fund) are purchased or sold
by the Fund with payment and delivery taking place in the future in order to
secure what is considered to be an advantageous price or yield. However, the
yield available on a comparable security when delivery takes place may vary from
the yield on the security at the time that the when-issued or delayed delivery
transaction was entered into. Any failure to consummate a when-issued or
delayed delivery transaction may result in a Fund 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 a Fund until it
receives delivery or payment from the other party to the transaction.

When a Fund 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 Fund's purchase commitments.

LENDING OF PORTFOLIO SECURITIES. Certain Funds may lend their
securities to qualified institutional investors (such as brokers, dealers or
other financial organizations) 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. Loans of securities
by a 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. By lending its securities, each of those
Funds 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
Fund'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 Fund.

Each of those Funds 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 Fund collateral consisting of cash, an irrevocable letter of credit or
securities issued or guaranteed by the United States 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

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the market" on a daily basis), (c) the loan be made subject to termination by
the Fund at any time and (d) the Fund receives reasonable interest on the loan,
which interest may include the Fund's investing cash collateral in interest
bearing short-term investments, and (e) the Fund receives all dividends and
distributions on the loaned securities and any increase in the market value of
the loaned securities.

The Funds bear 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. None of the Funds
will lend its portfolio securities if, as a result, the aggregate value of such
loans would exceed 33-1/3% of the value of the Fund's total assets. Loan
arrangements made by a Fund will comply with all other applicable regulatory
requirements, including the rules of the New York Stock Exchange, which rules
presently require the borrower, after notice, to redeliver the securities within
the normal settlement time of three business days. All relevant facts and
circumstances, including creditworthiness of the broker, dealer or institution,
will be considered in making decisions with respect to the lending of
securities, subject to review by the Fund's trustees.

SHORT SALES. Each Fund currently is only permitted to engage in short
sales if, at the time of the short sale, the Fund owns or has the right to
acquire an equivalent kind and amount of the security being sold short at no
additional cost (i.e., short sales "against the box").

In a short sale, the seller does not immediately deliver the
securities sold and is said to have a short position in those securities until
delivery occurs. To make delivery to the purchaser, the executing broker
borrows the securities being sold short on behalf of the seller. While the
short position is maintained, the seller collateralizes its obligation to
deliver the securities sold short in an amount equal to the proceeds of the
short sale plus an additional margin amount established by the Board of
Governors of the Federal Reserve. If a Fund engages in a short sale, the
collateral account will be maintained by the Fund's custodian. While the short
sale is open, the Fund will maintain in a segregated custodial account an amount
of securities convertible into or exchangeable for such equivalent securities at
no additional cost. These securities would constitute the Fund's long position.

Historically, a Fund could have made a short sale, as described above,
when it wanted to sell a security it owned at a current attractive price, but
also wished to defer recognition of gain or loss for Federal income tax purposes
and for purposes of satisfying certain tests applicable to regulated investment
companies under the Internal Revenue Code. However, recent federal tax
legislation eliminated the ability to defer recognition of gain or loss in short
sales against the box and accordingly, it is not anticipated that any of the
Funds will be engaging in these transactions unless there are further
legislative changes.

SPECIAL SITUATIONS. Each Fund 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.

HEDGING TRANSACTIONS. Each Fund is authorized to make limited use of
certain types of futures, forwards and/or options, but only for the purpose of
hedging, that is, protecting against market risk due to market movements that
may adversely affect the value of a Fund's securities or the

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price of securities that a Fund is considering purchasing. The utilization of
futures, forwards and options is also subject to policies and procedures which
may be established by the directors or trustees from time to time. A hedging
transaction may partially protect a Fund from a decline in the value of a
particular security or its portfolio generally, although hedging may also limit
a Fund'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. Use of these instruments by a Fund involves the potential for a loss
that may exceed the amount of initial margin the Fund would be permitted to
commit to the contracts under its investment limitation, or in the case of a
call option written by the Fund, may exceed the premium received for the option.
However, a Fund is permitted to use such instruments 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 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 help ensure that the Fund will be able to meet
its obligations under its futures and forward contracts and its obligations
under options written by that Fund, the Fund 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 a Fund utilizing futures transactions, forward
contracts and options are: (a) losses resulting from market movements not
anticipated by the Fund; (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
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) lack of assurance that the counterparty to a
forward contract would be willing to negotiate an offset or termination of the
contract when so desired; and (e) the need for additional information and skills
beyond those required for the management of a portfolio of traditional
securities. In addition, when the 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.

Following is additional information concerning the futures, forwards
and options which the Berger New Generation Fund, the Berger Small Company
Growth Fund, the Berger 100 Fund, the Berger Growth and Income Fund and the
Berger Balanced Fund may utilize, provided that no more than 5% of the Fund's
net assets at the time the contract is entered into may be used for initial
margins for financial futures transactions and premiums paid for the purchase of
options. In addition, those Funds may only write call options that are covered
and only up to 25% of the Fund's total assets.

Currently, the Berger/BIAM International Fund is authorized to utilize
only forward contracts for hedging purposes and is not permitted to utilize
futures or options. Consequently, the following additional information should
be read as applicable to that Fund only to the extent it discusses forwards. If
the trustees ever authorize that Fund to utilize futures or options, such
investments would be permitted solely for hedging purposes, and the Fund 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 Fund's advisor or sub-advisor may be required to
obtain bank regulatory approval before that Fund engages in futures and options
transactions.

Currently, the Berger Small Cap Value Fund is authorized to utilize
only options for hedging purposes and is not permitted to utilize futures or
forwards. Consequently, the following additional information should be read as
applicable to that Fund only to the extent it discusses options. If the
trustees ever authorize that Fund to utilize futures or forwards, such
investments would be permitted solely for hedging purposes, and the Fund would
not be permitted to invest more than 5%

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of its net assets at the time of purchase in initial margins for financial
futures transactions and premiums for options.

FUTURES CONTRACTS. Financial futures contracts are exchange-traded
contracts on financial instruments (such as securities and foreign currencies)
and securities indices that obligate the holder to take or make delivery of a
specified quantity of the underlying financial instrument, or the cash value of
an index, at a future date. Although futures contracts by their terms call for
the delivery or acquisition of the underlying instruments or a cash payment
based on the mark-to-market value of the underlying instruments, in most cases
the contractual obligation will be offset before the delivery date by buying (in
the case of an obligation to sell) or selling (in the case of an obligation to
buy) an identical futures contract. Such a transaction cancels the original
obligation to make or take delivery of the instruments.

Certain Funds may enter into contracts for the purchase or sale for
future delivery of financial instruments, such as securities and foreign
currencies, or contracts based on financial indices including indices of U.S.
Government securities, foreign government securities or equity securities. U.S.
futures contracts are traded on exchanges which have been designated "contract
markets" by the Commodity Futures Trading Commission ("CFTC") and must be
executed through a futures commission merchant (an "FCM"), or brokerage firm,
which is a member of the relevant contract market. Through their clearing
corporations, the exchanges guarantee performance of the contracts as between
the clearing members of the exchange.

Both the buyer and seller are required to deposit "initial margin" for
the benefit of the FCM when a futures contract is entered into. Initial margin
deposits are equal to a percentage of the contract's value, as set by the
exchange on which the contract is traded, and may be maintained in cash or other
liquid assets. If the value of either party's position declines, that party
will be required to make additional "variation margin" payments to the other
party to settle the change in value on a daily basis. Initial and variation
margin payments are similar to good faith deposits or performance bonds or
party-to-party payments resulting from daily changes in the value of the
contract, unlike margin extended by a securities broker, and would be released
or credited to the Funds upon termination of the futures contract, assuming all
contractual obligations have been satisfied. Unlike margin extended by a
securities broker, initial and variation margin payments do not constitute
purchasing securities on margin for purposes of a Fund's investment limitations.
A Fund will incur brokerage fees when it buys or sells futures contracts.

In the event of the bankruptcy of the FCM that holds margin on behalf
of a Fund, the Fund may be entitled to return of margin owed to the Fund only in
proportion to the amount received by the FCM's other customers. A Fund will
attempt to minimize the risk by careful monitoring of the creditworthiness of
the FCMs with which the Fund does business and by depositing margin payments in
a segregated account with the Fund's custodian for the benefit of the FCM when
practical or otherwise required by law.

Where applicable, each Fund intends to comply with guidelines of
eligibility for exclusion from the definition of the term "commodity pool
operator" with the CFTC and the National Futures Association, which regulate
trading in the futures markets. Accordingly, a Fund will not enter into any
futures contract or option on a futures contract if, as a result, the aggregate
initial margin and premiums required to establish such positions would exceed 5%
of the Fund's net assets.

Although a Fund would hold cash and liquid assets in a segregated
account with a mark-to-market value sufficient to cover the Fund's open futures
obligations, the segregated assets would be available to the Fund immediately
upon closing out the futures position.

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The acquisition or sale of a futures contract may occur, for example,
when a Fund is considering purchasing or holds equity securities and seeks to
protect itself from fluctuations in prices without buying or selling those
securities. For example, if prices were expected to decrease, the Fund might
sell equity index futures contracts, thereby hoping to offset a potential
decline in the value of equity securities in the portfolio by a corresponding
increase in the value of the futures contract position held by the Fund and
thereby preventing the Fund's net asset value from declining as much as it
otherwise would have. A Fund also could protect against potential price
declines by selling portfolio securities and investing in money market
instruments. However, the use of futures contracts as a hedging technique
allows a Fund to maintain a defensive position without having to sell portfolio
securities.

Similarly, when prices of equity securities are expected to increase,
futures contracts may be bought to attempt to hedge against the possibility of
having to buy equity securities at higher prices. This technique is sometimes
known as an anticipatory hedge. Since the fluctuations in the value of futures
contracts should be similar to those of equity securities, a Fund could take
advantage of the potential rise in the value of equity securities without buying
them until the market has stabilized. At that time, the futures contracts could
be liquidated and the Fund could buy equity securities on the cash market.

The ordinary spreads between prices in the cash and futures markets,
due to differences in the nature of those markets, are subject to distortions.
First, all participants in the futures market are subject to initial margin and
variation margin requirements. Rather than meeting additional variation margin
requirements, investors may close out futures contracts through offsetting
transactions which could distort the normal price relationship between the cash
and futures markets. Second, the liquidity of the futures market depends on
participants entering into offsetting transactions rather than making or taking
delivery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced and prices in the futures market
distorted. Third, from the point of view of speculators, the margin deposit
requirements in the futures market are less than margin requirements in the
securities market. Therefore, increased participation by speculators in the
futures market may cause temporary price distortions. Due to the possibility of
the foregoing distortions, a correct forecast of general price trends by a Fund
still may not result in a successful use of futures.

Futures contracts entail additional risks. Although a Fund will only
utilize futures contracts when it believes that use of such contracts will
benefit the Fund, if the Fund's investment judgment is incorrect, the Fund's
overall performance could be worse than if the Fund had not entered into futures
contracts. For example, if the Fund has hedged against the effects of a
possible decrease in prices of securities held in the Fund's portfolio and
prices increase instead, the Fund will lose part or all of the benefit of the
increased value of these securities because of offsetting losses in the Fund's
futures positions. In addition, if the Fund has insufficient cash, it may have
to sell securities from its portfolio to meet daily variation margin
requirements. Those sales may be, but will not necessarily be, at increased
prices which reflect the rising market and may occur at a time when the sales
are disadvantageous to the Fund. Although the buyer of an option cannot lose
more than the amount of the premium plus related transaction costs, a buyer or
seller of futures contracts could lose amounts substantially in excess of any
initial margin deposits made, due to the potential for adverse price movements
resulting in additional variation margin being required by such positions.
However, each Fund utilizing futures contracts intends to monitor its
investments closely and will attempt to close its positions when the risk of
loss to the Fund becomes unacceptably high.

The prices of futures contracts depend primarily on the value of their
underlying instruments. Because there are a limited number of types of futures
contracts, it is possible that the standardized futures contracts available to a
Fund will not match exactly the Fund's current or potential investments. A Fund
may buy and sell futures contracts based on underlying instruments with

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different characteristics from the securities in which it typically invests --
for example, by hedging investments in portfolio securities with a futures
contract based on a broad index of securities -- which involves a risk that the
futures position will not correlate precisely with the performance of the Fund's
investments.

Futures prices can also diverge from the prices of their underlying
instruments, even if the underlying instruments closely correlate with a Fund's
investments. Futures prices are affected by such factors as current and
anticipated short-term interest rates, changes in volatility of the underlying
instruments and the time remaining until expiration of the contract. Those
factors may affect securities prices differently from futures prices. Imperfect
correlations between a Fund's investments and its futures positions may also
result from differing levels of demand in the futures markets and the securities
markets, from structural differences in how futures and securities are traded,
and from imposition of daily price fluctuation limits for futures contracts. A
Fund may buy or sell futures contracts with a value less than or equal to the
securities it wishes to hedge or is considering purchasing. If price changes in
a Fund's futures positions are poorly correlated with its other investments, its
futures positions may fail to produce desired gains or result in losses that are
not offset by the gains in the Fund's other investments.

Because futures contracts are generally settled within a day from the
date they are closed out, compared with a longer settlement period for most
types of securities, the futures markets can provide superior liquidity to the
securities markets. Nevertheless, there is no assurance a liquid secondary
market will exist for any particular futures contract at any particular time.
In addition, futures exchanges may establish daily price fluctuation limits for
futures contracts and may halt trading if a contract's price moves upward or
downward more than the limit in a given day. On volatile trading days when the
price fluctuation limit is reached, it may be impossible for a Fund to enter
into new positions or close out existing positions. If the secondary market for
a futures contract is not liquid because of price fluctuation limits or
otherwise, a Fund may not be able to promptly liquidate unfavorable futures
positions and potentially could be required to continue to hold a futures
position until the delivery date, regardless of changes in its value. As a
result, a Fund's access to other assets held to cover its futures positions also
could be impaired.

OPTIONS ON FUTURES CONTRACTS. Certain Funds may buy and write options
on futures contracts for hedging purposes. An option on a futures contract
gives a Fund the right (but not the obligation) to buy or sell a futures
contract at a specified price on or before a specified date. The purchase of a
call option on a futures contract is similar in some respects to the purchase of
a call option on an individual security. Depending on the pricing of the option
compared to either the price of the futures contract upon which it is based or
the price of the underlying instrument, ownership of the option may or may not
be less risky than ownership of the futures contract or the underlying
instrument. As with the purchase of futures contracts, a Fund may buy a call
option on a futures contract to hedge against a market advance, and a Fund might
buy a put option on a futures contract to hedge against a market decline.

The writing of a call option on a futures contract constitutes a
partial hedge against declining prices of the security or foreign currency which
is deliverable under, or of the index comprising, the futures contract. If the
futures price at the expiration of the call option is below the exercise price,
a Fund will retain the full amount of the option premium which provides a
partial hedge against any decline that may have occurred in the Fund's portfolio
holdings. If a call option a Fund has written is exercised, the Fund will incur
a loss which will be reduced by the amount of the premium it received.
Depending on the degree of correlation between change in the value of its
portfolio securities and changes in the value of the futures positions, a Fund's
losses from existing options on futures may to some extent be reduced or
increased by changes in the value of portfolio securities.

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The purchase of a put option on a futures contract is similar in some
respects to the purchase of protective put options on portfolio securities. For
example, a Fund may buy a put option on a futures contract to hedge the Fund's
portfolio against the risk of falling prices.

The amount of risk a Fund assumes when it buys an option on a futures
contract is the premium paid for the option plus related transaction costs. In
addition to the correlation risks discussed above, the purchase of an option
also entails the risk that changes in the value of the underlying futures
contract will not be fully reflected in the value of the options bought.

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 assets at the time of delivery. The Funds authorized to utilize forward
contracts currently intend that they will only use forward contracts or
commitments for hedging purposes and will only use forward foreign currency
exchange contracts, although a Fund may enter into additional forms of forward
contracts or commitments in the future if they become available and advisable in
light of the Funds' objectives 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 relevant Funds' principal uses
of forward foreign currency exchange contracts ("forward currency contracts").
A Fund may enter into forward currency contracts with stated contract values of
up to the value of the Fund'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. A
Fund 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"). A Fund also may hedge some or all of its investments denominated in
foreign currency against a decline in the value of that currency (or a proxy
currency whose price movements are expected to have a high degree of correlation
with the currency being hedged) relative to the U.S. dollar by entering into
forward currency contracts to sell an amount of that currency approximating the
value of some or all of its portfolio securities denominated in that currency
("position hedge") or by participating in futures contracts (or options on such
futures) with respect to the currency. A Fund also may enter into a forward
currency contract with respect to a currency where the Fund 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 a Fund's
foreign currency denominated portfolio securities. The matching of the increase
in value of a forward contract and the decline in the U.S. dollar equivalent
value of the foreign currency denominated asset that is the subject of the hedge
generally will not be precise. Shifting a Fund's currency exposure from one
foreign currency to another limits that Fund's opportunity to profit from
increases in the value of the original currency and involves a risk of increased
losses to such Fund if its investment manager's projection of future exchange
rates is inaccurate. Unforeseen changes in currency prices may result in poorer
overall performance for a Fund than if it had not entered into such contracts.

A Fund will cover outstanding forward currency contracts by
maintaining liquid portfolio securities denominated in the currency underlying
the forward contract or the currency being hedged.

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To the extent that a Fund is not able to cover its forward currency positions
with underlying portfolio securities, the Funds' custodian will segregate cash
or liquid assets having a value equal to the aggregate amount of such Fund'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 Fund 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 a Fund's commitments with respect to such
contracts.

While forward contracts are not currently regulated by the CFTC, the
CFTC may in the future assert authority to regulate forward contracts. In such
event, the Funds' ability to utilize forward contracts may be restricted. A
Fund 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 Fund assets.
In addition, when a Fund enters into a privately negotiated forward contract
with a counterparty, the Fund assumes 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.
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, each Fund utilizing forward contracts intends to
monitor its investments closely and will attempt to renegotiate or close its
positions when the risk of loss to the Fund becomes unacceptably high.

OPTIONS ON SECURITIES AND SECURITIES INDICES. Certain Funds may buy
or sell put or call options and write covered call options on securities that
are traded on United States or foreign securities exchanges or over-the-counter.
Buying an option involves the risk that, during the option period, the price of
the underlying security will not increase (in the case of a call) to above the
exercise price, or will not decrease (in the case of a put) to below the
exercise price, in which case the option will expire without being exercised and
the holder would lose the amount of the premium. Writing a call option involves
the risk of an increase in the market value of the underlying security, in which
case the option could be exercised and the underlying security would then be
sold by a Fund to the option holder at a lower price than its current market
value and the Fund's potential for capital appreciation on the security would be
limited to the exercise price. Moreover, when a Fund writes a call option on a
securities index, the Fund bears the risk of loss resulting from imperfect
correlation between movements in the price of the index and the price of the
securities set aside to cover such position. Although they entitle the holder
to buy equity securities, call options to purchase equity securities do not
entitle the holder to dividends or voting rights with respect to the underlying
securities, nor do they represent any rights in the assets of the issuer of
those securities.

A call option written by a Fund is "covered" if the Fund owns the
underlying security covered by the call or has an absolute and immediate right
to acquire that security without additional cash consideration (or for
additional cash consideration held in a segregated account by its custodian)
upon conversion or exchange of other securities held in its portfolio. A call
option is also deemed to be covered if a Fund holds a call on the same security
and in the same principal amount as the call written and the exercise price of
the call held (i) is equal to or less than the exercise price of the call
written or (ii) is greater than the exercise price of the call written if the
difference is maintained by the Fund in liquid assets in a segregated account
with its custodian.

The writer of a call option may have no control when the underlying
securities must be sold. Whether or not an option expires unexercised, the
writer retains the amount of the premium. This amount, of course, may, in the
case of a covered call option, be offset by a decline in the market value of the
underlying security during the option period.

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The writer of an exchange-traded call option that wishes to terminate
its obligation may effect a "closing purchase transaction." This is
accomplished by buying an option of the same series as the option previously
written. The effect of the purchase is that the writer's position will be
cancelled by the clearing corporation. If a Fund desires to sell a particular
security from the Fund's portfolio on which the Fund has written a call option,
the Fund will effect a closing transaction prior to or concurrent with the sale
of the security. However, a writer may not effect a closing purchase
transaction after being notified of the exercise of an option. An investor who
is the holder of an exchange-traded option may liquidate its position by
effecting a "closing sale transaction." This is accomplished by selling an
option of the same series as the option previously bought. There is no
guarantee that either a closing purchase or a closing sale transaction can be
effected.

A Fund will realize a profit from a closing transaction if the price
of the purchase transaction is less than the premium received from writing the
option or the price received from a sale transaction is more than the premium
paid to buy the option; the Fund will realize a loss from a closing transaction
if the price of the purchase transaction is more than the premium received from
writing the option or the price received from a sale transaction is less than
the premium paid to buy the option. Because increases in the market price of a
call option will generally reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call option is
likely to be offset in whole or in part by appreciation of the underlying
security owned by the Fund.

An option position may be closed out only where there exists a
secondary market for an option of the same series. If a secondary market does
not exist, it might not be possible to effect closing transactions in particular
options with the result that a Fund would have to exercise the options in order
to realize any profit. If a Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or the Fund delivers the underlying security
upon exercise. Reasons for the absence of a liquid secondary market may include
the following: (i) there may be insufficient trading interest in certain
options, (ii) restrictions may be imposed by a national securities exchange on
which the option is traded ("Exchange") on opening or closing transactions or
both, (iii) trading halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of options or underlying securities,
(iv) unusual or unforeseen circumstances may interrupt normal operations on an
Exchange, (v) the facilities of an Exchange or of the Options Clearing
Corporation ("OCC") may not at all times be adequate to handle current trading
volume, or (vi) one or more Exchanges could, for economic or other reasons,
decide or be compelled at some future date to discontinue the trading of options
(or a particular class or series of options), in which event the secondary
market on that Exchange (or in that class or series of options) would cease to
exist, although outstanding options on that Exchange that had been issued by the
OCC as a result of trades on that Exchange would continue to be exercisable in
accordance with their terms.

In addition, when a Fund enters into an over-the-counter option
contract with a counterparty, the Fund assumes 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.

An option on a securities index is similar to an option on a security
except that, rather than the right to take or make delivery of a security at a
specified price, an option on a securities index gives the holder the right to
receive, on exercise of the option, an amount of cash if the closing level of
the securities index on which the option is based is greater than, in the case
of a call, or less than, in the case of a put, the exercise price of the option.

A Fund may buy call options on securities or securities indices to
hedge against an increase in the price of a security or securities that the Fund
may buy in the future. The premium paid for the call option plus any
transaction costs will reduce the benefit, if any, realized by a Fund upon

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exercise of the option, and, unless the price of the underlying security or
index rises sufficiently, the option may expire and become worthless to the
Fund. A Fund may buy put options to hedge against a decline in the value of a
security or its portfolio. The premium paid for the put option plus any
transaction costs will reduce the benefit, if any, realized by a Fund upon
exercise of the option, and, unless the price of the underlying security or
index declines sufficiently, the option may expire and become worthless to the
Fund.

An example of a hedging transaction using an index option would be if
a Fund were to purchase a put on a stock index, in order to protect the Fund
against a decline in the value of all securities held by it to the extent that
the stock index moves in a similar pattern to the prices of the securities held.
While the correlation between stock indices and price movements of the stocks in
which the Funds will generally invest may be imperfect, the Funds utilizing put
options expect, nonetheless, that the use of put options that relate to such
indices will, in certain circumstances, protect against declines in values of
specific portfolio securities or the Fund's portfolio generally. Although the
purchase of a put option may partially protect a Fund from a decline in the
value of a particular security or its portfolio generally, the cost of a put
will reduce the potential return on the security or the portfolio.

TEMPORARY DEFENSIVE MEASURES. Each of the Funds (except the
Berger/BIAM International Fund) may increase its investment in government
securities, and other short-term, interest-bearing securities without regard to
the Fund's otherwise applicable percentage limits, policies or its normal
investment emphasis when its advisor or sub-advisor believes market conditions
warrant a temporary defensive position. Taking larger positions in such
short-term investments may serve as a means of preserving capital in unfavorable
market conditions. During these periods, a Fund may not participate in stock or
bond market advances or declines to the same extent that it would if the Fund
remained more fully invested in stocks and bonds and it may be more difficult
for the Fund to achieve its investment objective.

NON-DIVERSIFICATION. The Berger Select Fund is classified as a
"non-diversified" Fund under the Investment Company Act of 1940, which means
that the Fund is not limited by that Act in the proportion of its assets that it
may invest in the securities of a single issuer. The Fund's net asset value may
be more volatile than that of a more-widely diversified fund because the Fund
invests more of its assets in a smaller number of issuers. Consequently, the
Fund may be more vulnerable to any single economic, political or regulatory
occurrence, and the gains or losses on a single stock will have a greater impact
on the Fund's net asset value.

However, the Fund intends to conduct its operations so as to qualify
to be taxed as a "regulated investment company" under the Internal Revenue Code,
which will generally relieve the Fund of any liability for federal income tax to
the extent its earnings are distributed to shareholders. See Section 9--Income
Dividends, Capital Gains Distributions and Tax Treatment below. To qualify as a
regulated investment company, among other requirements, the Fund will limit its
investments so that, at the close of each quarter of the taxable year, (i) not
more than 25% of the market value of the Fund's total assets will be invested in
securities of a single issuer, and (ii) with respect to 50% of the market value
of its total assets, not more than 5% of the market value of its total assets
will be invested in the securities of a single issuer and the Fund will not own
more than 10% of the outstanding voting securities of a single issuer. These
limitations do not apply to U.S. government securities.

PORTFOLIO TURNOVER. The portfolio turnover rates of each of the Funds
are shown in the Financial Highlights tables included in the Prospectus. The
annual portfolio turnover rates of some of the Funds at times have exceeded
100%. A 100% annual turnover rate results, for example, if the equivalent of
all of the securities in the Fund's portfolio are replaced in a period of one
year. The Funds anticipate that their portfolio turnover rates in future years
may exceed 100%, and

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investment changes will be made whenever management deems them appropriate even
if this results in a higher portfolio turnover rate. In addition, portfolio
turnover for all the Funds may increase as a result of large amounts of
purchases and redemptions of shares of the Funds due to economic, market or
other factors that are not within the control of management. The annual
portfolio turnover rates for the Berger Balanced Fund and the Berger Mid Cap
Growth Fund are not expected to exceed 200%. The annual portfolio turnover rate
for the Berger Select Fund is not expected to exceed 300%.

Higher portfolio turnover will necessarily result in correspondingly
higher brokerage costs for the Funds. The existence of a high portfolio
turnover rate has no direct relationship to the tax liability of a Fund,
although sales of certain stocks will lead to realization of gains, and,
possibly, increased taxable distributions to shareholders. The Funds' brokerage
policy is discussed further below under Section 6--Brokerage Policy, and
additional information concerning income taxes is located under Section
9--Income Dividends, Capital Gains Distributions and Tax Treatment.

2. INVESTMENT RESTRICTIONS

The investment objective of each Fund is set forth on the cover of
this SAI. The investment objective of 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/BIAM
International Fund and the Berger Balanced Fund, and the primary investment
objective of the Berger Growth and Income Fund, are considered fundamental,
meaning that they cannot be changed without a shareholders' vote. The secondary
investment objective of the Berger Growth and Income Fund is not considered
fundamental, and therefore may be changed in the future by action of the
directors without shareholder vote. However, the Berger Growth and Income Fund
will not change its secondary investment objective without giving its
shareholders such notice as may be required by law. If the Berger Growth and
Income 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.

Each Fund 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 Fund 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 Fund. Non-fundamental restrictions may be changed in the future by
action of the directors or trustees without shareholder vote.

BERGER NEW GENERATION FUND, BERGER SELECT FUND, BERGER SMALL COMPANY GROWTH
FUND-REGISTERED TRADEMARK-, BERGER MID CAP GROWTH FUND AND BERGER BALANCED FUND

Except as noted, the following fundamental restrictions apply to each
of the Berger New Generation Fund, the Berger Select Fund, the Berger Small
Company Growth Fund, the Berger Mid Cap Growth Fund and the Berger Balanced
Fund. The Fund may not:

1. (Does not apply to the Berger Select Fund) With respect to 75% of the
Fund'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 Fund in the securities of such issuer
exceeds 5% of the value of the Fund's total assets or (b) the Fund owns more
than 10% of the outstanding voting securities of such issuer.

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2. Invest in any one industry (other than U.S. government securities) 25%
or more (more than 25%, in the case of the Berger Small Company Growth Fund) 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 Fund'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 Fund's total assets taken
at market value. When borrowings exceed 5% of the Fund's total assets, the Fund
will not purchase portfolio securities.

4. Act as a securities underwriter (except to the extent the Fund 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 Fund may enter into repurchase agreements
and may lend portfolio securities in accordance with the Fund's investment
policies. The Fund 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), each Fund uses the industry groups used in the Data Monitor Portfolio
Monitoring System of William O'Neil & Co. Incorporated. Further, in
implementing that restriction, the Berger Small Company Growth Fund intends not
to invest in any one industry 25% or more of the value of its total assets at
the time of such investment.

The trustees have adopted additional non-fundamental investment
restrictions for the Berger New Generation Fund, the Berger Select Fund, the
Berger Small Company Growth Fund, the Berger Mid Cap Growth Fund and the Berger
Balanced Fund. These limitations may be changed by the trustees without a
shareholder vote. The non-fundamental investment restrictions include the
following:

1. The Fund may not purchase securities on margin from a broker or
dealer, except that the Fund may obtain such short-term credits as may be
necessary for the clearance of transactions, and may not make short sales of
securities, except that the Fund may make short sales if, at the time of the
short sale, the Fund owns or has the right to acquire an equivalent kind and
amount of the security being sold short at no additional cost (i.e., short sales
"against the box"). This limitation shall not prohibit or restrict the Fund
from entering into futures, forwards and options contracts or from making margin
payments and other deposits in connection therewith.

2. The Fund 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).

3. The Fund may not invest in companies for the purposes of exercising
control of management.

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4. The Fund 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 Fund, taken at market value at the time
of purchase would be invested in such securities.

5. Only for the purpose of hedging, the Fund may purchase and sell
financial futures, forward foreign currency exchange contracts and put and call
options, but no more than 5% of the Fund's net assets at the time of purchase
may be invested in initial margins for financial futures transactions and
premiums for options. The Fund may only write call options that are covered and
only up to 25% of the Fund's total assets.

6. The Fund may not purchase or sell securities on a when-issued or
delayed delivery basis, if as a result more than 5% of its total assets taken at
market value at the time of purchase would be invested in such securities.

BERGER SMALL CAP VALUE FUND

The following fundamental restrictions apply to the Berger Small Cap Value
Fund. The Fund may not:

1. Issue senior securities as defined in the Investment Company Act of
1940.

2. Invest in companies for the purpose of acquiring control or management
thereof.

3. Invest or hold securities of any issuer if the officers and trustees
of the Fund and its advisor own individually more than one-half (1/2) of 1% of
the securities of such issuer or together own more than 5% of the securities of
such issuer.

4. Invest in other investment companies, except in connection with a plan
of merger, consolidation, reorganization or acquisition of assets, or in the
open market involving no commission or profit to a sponsor or dealer (other than
a customary broker's commission).

5. Participate on a joint or joint and several basis in any trading
account in securities.

6. Purchase securities of any company with a record of less than three
(3) years continuous operation (including that of predecessors) if such purchase
would cause the cost of the Fund's investments in all such companies to exceed
5% of the Fund's total assets.

7. Invest in securities (except those of the U.S. government or its
agencies) of any issuer if immediately thereafter the Fund would then own more
than 10% of that issuer's voting securities.

8. Loan cash or portfolio securities, except in connection with the
acquisition of debt securities which the Fund's investment policies and
restrictions permit it to purchase.

9. Borrow money in excess of 5% of the value of its assets and, then,
only as a temporary measure for extraordinary or emergency purposes.

10. Pledge, mortgage or hypothecate any of its assets to secure a debt.

11. Purchase or sell real estate or any other interests in real estate
(including real estate limited partnership interests).

12. Purchase securities on margin or sell short.

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<PAGE>

13. Invest in commodities or commodity contracts.

14. Act as an underwriter of securities of other issuers or invest in
portfolio securities which the Fund might not be free to sell to the public
without registration of such securities under the Securities Act of 1933
("Restricted Securities").

15. Invest more than 10% of the value of its net assets in illiquid
securities, including Restricted Securities, securities which are not readily
marketable, repurchase agreements maturing in more than seven (7) days, written
over-the-counter ("OTC") options and securities used as cover for written OTC
options.

16. Invest in oil, gas or mineral leases.

17. Invest more than 5% of the value of its net assets in warrants or more
than 2% of its net assets in warrants that are not listed on the New York Stock
Exchange, the American Stock Exchange, or the NASDAQ National Market System.

18. Invest more than 25% of the value of its assets, at the time of
purchase, in securities of companies principally engaged in a particular
industry, although the Fund may as a temporary defensive measure invest up to
100% of its total assets in obligations issued or guaranteed by the U.S.
government or its agencies.

19. With respect to 75% of the Fund'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 Fund
in the securities of such issuer exceeds 5% of the value of the Fund's total
assets or (b) the Fund owns more than 10% of the outstanding voting securities
of such issuer.

In applying the Fund's industry concentration restriction (number (18)
above), the Fund uses the industry groups used in the Data Monitor Portfolio
Monitoring System of William O'Neil & Co. Incorporated.

The trustees have adopted additional non-fundamental investment
restrictions for the Berger Small Cap Value Fund. These limitations may be
changed by the trustees without a shareholder vote. The non-fundamental
investment restrictions include the following:

1. Only for the purpose of hedging, the Fund may purchase and sell put
and call options, but no more than 5% of the Fund's net assets at the time of
purchase may be invested in premiums for options. The Fund may only write call
options that are covered and only up to 10% of the Fund's net assets.

2. The Fund may not purchase or sell securities on a when-issued or
delayed delivery basis, if as a result more than 5% of its total assets taken at
market value at the time of purchase would be invested in such securities.

Investment restrictions that involve a maximum percentage of securities or
assets will not be considered to be violated unless an excess over the
percentage occurs immediately after, and is caused by, an acquisition or
encumbrance of securities or assets of the Berger Small Cap Value Fund.

BERGER 100 FUND-REGISTERED TRADEMARK- AND BERGER GROWTH AND INCOME FUND

The following fundamental restrictions apply to each of the Berger 100
Fund and the Berger Growth and Income Fund. The Fund may not:

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1. 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 Fund in the securities of such issuer exceeds 5% of the
value of the Fund's total assets or (b) the Fund owns more than 10% of the
outstanding voting securities or of any class of securities of such issuer.

2. Purchase securities of any company with a record of less than three
years' continuous operation (including that of predecessors) if such purchase
would cause the Fund's investments in all such companies taken at cost to exceed
5% of the value of the Fund's total assets.

3. Invest in any one industry more than 25% of the value of its total
assets at the time of such investment.

4. Make loans, except that the Fund may enter into repurchase agreements
in accordance with the Fund's investment policies. The Fund 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.

5. Borrow in excess of 5% of the value of its total assets, or pledge,
mortgage, or hypothecate its assets taken at market value to an extent greater
than 10% of the Fund's total assets taken at cost (and no borrowing may be
undertaken except from banks as a temporary measure for extraordinary or
emergency purposes). This limitation shall not prohibit or restrict short sales
or deposits of assets to margin or guarantee positions in futures, options or
forward contracts, or the segregation of assets in connection with any of such
transactions.

6. Purchase or retain the securities of any issuer if those officers and
directors of the Fund or its investment advisor owning individually more than
1/2 of 1% of the securities of such issuer together own more than 5% of the
securities of such issuer.

7. 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).

8. Act as a securities underwriter (except to the extent the Fund may be
deemed an underwriter under the Securities Act of 1933 in disposing of a
security) or invest in real estate (although it may purchase shares of a real
estate investment trust), or invest in commodities or commodity contracts
except, only for the purpose of hedging, (i) financial futures transactions,
including futures contracts on securities, securities indices and foreign
currencies, and options on any such futures, (ii) forward foreign currency
exchange contracts and other forward commitments and (iii) securities index put
or call options.

9. Participate on a joint or joint and several basis in any securities
trading account.

10. Invest in companies for the purposes of exercising control of
management.

In applying the industry concentration investment restriction (no. 3
above), the Funds use the industry groups used in the Data Monitor Portfolio
Monitoring System of William O'Neil & Co. Incorporated. Further, in
implementing that restriction, each Fund intends not to invest in any one
industry 25% or more of the value of its total assets at the time of such
investment.

The directors have adopted additional non-fundamental investment
restrictions for the Berger 100 Fund and the Berger Growth and Income Fund.
These limitations may be changed by the

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directors without a shareholder vote. The non-fundamental investment
restrictions include the following:

1. Only for the purpose of hedging, the Fund may purchase and sell
financial futures, forward foreign currency exchange contracts and put and call
options, but no more than 5% of the Fund's net assets at the time of purchase
may be invested in initial margins for financial futures transactions and
premiums for options. The Fund may only write call options that are covered and
only up to 25% of the Fund's total assets.

3. The Fund 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 Fund, taken at market value at the time
of purchase would be invested in such securities.

4. The Fund may not purchase securities on margin from a broker or
dealer, except that the Fund may obtain such short-term credits as may be
necessary for the clearance of transactions, and may not make short sales of
securities, except that the Fund may make short sales if, at the time of the
short sale, the Fund owns or has the right to acquire an equivalent kind and
amount of the security being sold short at no additional cost (i.e., short sales
"against the box"). This limitation shall not prohibit or restrict the Fund
from entering into futures, forwards and options contracts or from making margin
payments and other deposits in connection therewith.

BERGER/BIAM INTERNATIONAL FUND

The Fund has adopted the 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. This arrangement is
commonly referred to as a master/feeder.

All other fundamental and non-fundamental investment policies and
restrictions of the Berger/BIAM International Fund and the Berger/BIAM
International Portfolio (the "Portfolio") are identical. Therefore, although
the following investment restrictions refer to the Portfolio, they apply equally
to the Fund.

The Portfolio has adopted certain fundamental restrictions on its
investments and other activities, and none of these restrictions may 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.

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

1. With respect to 75% of the Portfolio's total assets, purchase the
securities of any one issuer (except U.S. government securities) if immediately
after and as a result of such purchase (a) the value of the holdings of the
Portfolio in the securities of such issuer exceeds 5% of the value of the
Portfolio's total assets or (b) the Portfolio owns more than 10% of the
outstanding voting securities of such issuer.

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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 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

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<PAGE>

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 FUNDS

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

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

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

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

* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900, Denver, CO
80206, age 72. Director and, formerly, President (1974-1994) of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust since its inception in August 1993
(Chairman of the Trustees through November 1994). Trustee of Berger
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

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<PAGE>

Berger Omni Investment Trust since February 1997. Chairman (since
1994) and a Director (since 1973) and, formerly, President (1973-1994)
of Berger Associates.

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

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age 52.
Managing Principal, Sovereign Financial Services, L.L.C. (investment
consulting firm). Formerly (1981-1988), Executive Vice President,
Captiva Corporation, Denver, Colorado (private investment management
firm). Ph.D. in Finance (Arizona State University); Chartered
Financial Analyst (CFA). Director of Berger 100 Fund and Berger
Growth and Income Fund. Trustee of Berger Investment Portfolio Trust,
Berger Institutional Products Trust, Berger/BIAM Worldwide Funds
Trust, Berger/BIAM Worldwide Portfolios Trust and Berger Omni
Investment Trust.

LUCY BLACK CREIGHTON, 1917 Leyden Street, Denver, CO 80220, age 70.
Associate, University College, University of Denver. Formerly,
President of the Colorado State Board of Land Commissioners
(1989-1995), and Vice President and Economist (1983-1988) and
Consulting Economist (1989) for First Interstate Bank of Denver.
Ph.D. in Economics (Harvard University). 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 50. President and
a director since December 1994, and Senior Vice President and a
director from September 1991 to December 1994, of Bank of Ireland
Asset Management (U.S.) Limited (investment advisory firm). Member of
the Board of Managers and Chief Executive Officer on the Management
Committee of BBOI Worldwide LLC since November 1996. Trustee of
Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust since November 1996.

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

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

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<PAGE>

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.

* PATRICK S. ADAMS, 210 University Boulevard, Suite 900, Denver, CO 80206,
age 37. Executive Vice President and portfolio manager of the Berger
100 Fund and Executive Vice President and co-portfolio manager of the
Berger Growth and Income Fund since February 1997. President and
portfolio manager of the Berger Select Fund since November 1997.
President and portfolio manager of the Berger IPT - 100 Fund and
President and co-portfolio manager of the Berger IPT - Growth and
Income Fund since February 1997. President and co-portfolio manager
of the Berger Balanced Fund since its inception in August 1997.
Senior Vice President of Berger Associates since February 1997.
Formerly, Senior Vice President from June 1996 to January 1997 with
Zurich Kemper Investments, Inc.; Portfolio Manager from March 1993 to
May 1996 with Founders Asset Management, Inc.; research analyst and
portfolio manager from January 1990 to January 1992 and Senior
Portfolio Manager/Senior Analyst from January 1992 to February 1993
with First of America Investment Corp.; and Portfolio Manager from
August 1985 to December 1989 with Capital Management Group - Star
Bank.

* 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 and
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).

* JOHN B. JARES, 210 University Boulevard, Suite 900, Denver, CO 80206, age
31. Vice President and co-portfolio manager of the Berger Balanced
Fund since its inception in August 1997. Vice President (since October
1997) and Portfolio Manager (May 1997 to October 1997) with Berger
Associates. Formerly, Research Analyst (February 1994 to December
1996) and Co-Lead Portfolio Manager (January 1997 to May 1997) with
Founders Asset Management, Inc., and Research Associate with Lipper
Analytical Services, Inc. from October 1992 to February 1994.

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<PAGE>

* WILLIAM R. KEITHLER, 210 University Boulevard, Suite 900, Denver,
Co 80206, age 45. President since November 1994 (formerly, Vice
President from December 1993 to November 1994) and portfolio manager
of the Berger Small Company Growth Fund. President and portfolio
manager of the Berger New Generation Fund since its inception in
December 1995. President and portfolio manager of the Berger IPT -
Small Company Growth Fund of the Berger Institutional Products Trust
since its inception in October 1995. Senior Vice President-Investment
Management (since January 1997) and Vice President-Investment
Management (December 1993 to January 1997) of Berger Associates.
Formerly, Senior Vice President (January 1993 to December 1993), Vice
President (January 1991 to January 1993) and Portfolio Manager
(January 1988 to January 1991) of INVESCO Trust Company (investment
management).

* SHEILA J. OHLSSON, 210 University Boulevard, Suite 900, Denver, CO 80206,
age 31. Co-portfolio manager of the Berger Growth and Income Fund and
the Berger IPT - Growth and Income Fund since October 1997. Vice
President (since October 1997), Senior Analyst/Portfolio Manager
(February 1997 to October 1997) and Analyst (September 1991 to
February 1997) with Berger Associates.

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

* Interested person (as defined in the Investment Company Act of 1940) of one
or more of the Funds and/or of the Funds' advisors or sub-advisors.

The directors or trustees of the Funds have adopted a director/trustee
retirement age of 75 years.

DIRECTOR/TRUSTEE COMPENSATION

The officers of the Funds received no compensation from the Funds
during the fiscal year ended September 30, 1997. However, directors and
trustees of the Funds who are not "interested persons" of the Funds or their
advisors or sub-advisors are compensated for their services according to a fee
schedule, allocated among the Funds. Neither the officers of the Funds nor the
directors or trustees receive any form of pension or retirement benefit
compensation from the Funds.

The following table sets forth information regarding compensation paid
or accrued during the fiscal year ended September 30, 1997, for each director or
trustees of the Funds:

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<PAGE>

NAME AND POSITION AGGREGATE COMPENSATION FROM
WITH BERGER FUNDS
BERGER BERGER BERGER BERGER BERGER BERGER BERGER/ BERGER BERGER ALL
NEW SELECT SMALL SMALL CAP MID CAP 100 BIAM GROWTH BALANCED BERGER
GENERATION FUND(1) COMPANY VALUE GROWTH FUND INTERNATIONAL AND FUND(1) FUNDS(3)
FUND GROWTH FUND FUND(1) FUND(2) INCOME
FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis E. Baldwin(4) $ $ $ $

William M.B. $ 0 $ 0 $ 0 $ 0
Berger(4),(5)

Louis R. Bindner(4) $ $ $ $

Katherine A. $ $ $ $
Cattanach(4)

Lucy Black $ $ $ $
Creighton(4)

Denis Curran(6) N/A N/A N/A N/A

Paul R. Knapp(4) $ $ $ $

Gerard M. $ 0 $ 0 $ 0 $ 0
Lavin(4),(5),(6),(7)

Harry T. Lewis(4) $ $ $ $

Michael Owen(4) $ $ $ $

William Sinclaire(4) $ $ $ $

Directors/Trustees $ $ $ $ $
as a Group -------- ------- ------- ------- --------

</TABLE>

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<PAGE>

NOTES TO TABLE

(1) The Berger Balanced Fund did not commence operations until September
30, 1997. The Berger Select Fund and the Berger Mid Cap Growth Fund did not
commence operations until December 31, 1997. Figures are estimates for the
Funds' first year of operations.

(2) Comprised of the portion of the trustee compensation paid by
Berger/BIAM Worldwide Portfolios to its trustees and allocated to the Fund.

(3) Includes the Berger 100 Fund, the Berger Growth and Income Fund, the
Berger Investment Portfolio Trust (including the Berger Small Company Growth
Fund and the Berger New Generation Fund), the Berger Institutional Products
Trust (all series), the Berger/BIAM Worldwide Portfolios Trust (including among
others the Berger/BIAM International Fund), the Berger/BIAM Worldwide Portfolios
Trust (all series) and the Berger Omni Investment Trust (including the Berger
Small Cap Value Fund, which was added to the Berger Funds in February 1997).
Aggregate compensation figures do not include first-year estimates for the
Berger Balanced Fund, the Berger Select Fund and the Berger Mid Cap Growth Fund.
Of the aggregate amounts shown for each director/trustee, the following amounts
were deferred under applicable deferred compensation plans: Dennis E. Baldwin
$[_______]; Louis R. Bindner $[_______]; Katherine A. Cattanach $[_______]; Lucy
Black Creighton $[________]; Michael Owen $[_________]; William Sinclaire
$[________].

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

(5) Interested person of Berger Associates.

(6) Interested person of BBOI Worldwide LLC. Trustee of Berger/BIAM
Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios Trust.

(7) 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.

Directors or trustees may elect to defer receipt of all or a portion
of their fees pursuant to a fee deferral plan adopted by each of the Funds.
Under the plan, deferred fees are credited to an account and adjusted thereafter
to reflect the investment experience of whichever of the Berger Funds (or
approved money market funds) is designated by the director or trustee for this
purpose. Pursuant to an SEC exemptive order, the Funds are permitted to
purchase shares of the designated funds in order to offset their obligation to
the directors/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. A Fund's
obligation to make payments of deferred fees under the plan is a general
obligation of the Fund.

As of December 1, 1997, the officers and directors/trustees of the
Funds as a group owned of record or beneficially approximately [____]% of the
Berger Small Company Growth Fund, approximately [____]% of the Berger New
Generation Fund and an aggregate of less than 1% of the outstanding shares of
each of the other Funds.

4. INVESTMENT ADVISORS AND SUB-ADVISORS

BERGER ASSOCIATES - INVESTMENT ADVISOR

Berger Associates, Inc. ("Berger Associates"), 210 University
Boulevard, Suite 900, Denver, CO 80206, is the investment advisor to 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.
Berger Associates is responsible for managing the investment operations of these
Funds and the composition of their investment portfolios. Berger Associates
also acts as each Funds' administrator and is responsible for such functions as
monitoring compliance with all applicable federal and state laws.

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<PAGE>

Berger Associates has been in the investment advisory business for
over 20 years. It serves as investment advisor or sub-advisor to mutual funds
and institutional investors and had assets under management of more than
$[_____] billion as of September 30, 1997. Kansas City Southern Industries,
Inc. ("KCSI") owns approximately 87% of the outstanding shares of Berger
Associates. KCSI is a publicly traded holding company with principal operations
in rail transportation, through its subsidiary The Kansas City Southern Railway
Company, and financial asset management businesses. KCSI also owns
approximately 41% of the outstanding shares of DST Systems, Inc. ("DST"), a
publicly traded information and transaction processing company which acts as the
Funds' sub-transfer agent.

BBOI WORLDWIDE LLC - INVESTMENT ADVISOR

BBOI Worldwide LLC ("BBOI Worldwide"), 210 University Boulevard,
Denver, CO 80206, is the investment advisor to the Berger/BIAM International
Portfolio (the "Portfolio"), in which all the investable assets of the
Berger/BIAM International Fund are invested. BBOI Worldwide 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.

BBOI Worldwide is a Delaware limited liability company formed in 1996.
Since BBOI Worldwide was only recently formed, it has only limited prior
experience as an investment advisor. However, BBOI Worldwide is a joint venture
between 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 BBOI
Worldwide and each have an equal number of representatives on BBOI Worldwide'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.

BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED - SUB-ADVISOR

As permitted in its Investment Advisory Agreement with the Berger/BIAM
International Portfolio, BBOI Worldwide has delegated day-to-day investment
management responsibility for the Portfolio to 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. BIAM's main
offices are at 26 Fitzwilliam Place, Dublin 2, Ireland. BIAM maintains a
representative office at 20 Horseneck Lane, Greenwich, CT 06830. BIAM is an
indirect wholly-owned subsidiary of Bank of Ireland, a publicly traded,
diversified financial services group with business operations worldwide. Bank
of Ireland provides investment management services through a network of related
companies, including BIAM which serves primarily institutional clients in the
United States and Canada. Bank of Ireland and its affiliates managed assets for
clients worldwide in excess of $[____] billion as of September 30, 1997.

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

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<PAGE>

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

PERKINS, WOLF, MCDONNELL & COMPANY - SUB-ADVISOR

Perkins, Wolf, McDonnell & Company ("PWM"), 53 West Jackson Boulevard,
Suite 818, Chicago, Illinois 60604, has been engaged as the investment
sub-advisor for the Berger Small Cap Value Fund. PWM was organized in 1980
under the name Mac-Per-Wolf Co. to operate as a securities broker-dealer. In
September 1983, it changed its name to Perkins, Wolf, McDonnell & Company. PWM
is a member of the National Association of Securities Dealers, Inc. (the "NASD")
and, in 1984, became registered as an investment adviser with the SEC.

PWM was the Fund's investment advisor from the date the Fund commenced
operations in 1985 to February 1997. PWM became the investment sub-advisor to
the Fund on February 14, 1997, following shareholder approval of a new
Sub-Advisory Agreement between Berger Associates as advisor and PWM as
sub-advisor.

Robert H. Perkins is the individual who is primarily responsible for
the day-to-day management of the Fund's investments. Mr. Perkins has held such
responsibility and has been employed by PWM since the Fund commenced operations
in 1985. Mr. Perkins owns 49% of PWM's outstanding common stock and serves as
President and a director of PWM. Gregory E. Wolf owns 20% of PWM's outstanding
common stock and serves as Treasurer and a director of PWM.

INVESTMENT ADVISORY AGREEMENTS

Under the Investment Advisory Agreements between each Fund and its
advisor, the advisor is generally responsible for furnishing continuous advice
and recommendations as to the acquisition, holding or disposition of securities
or other assets which each Fund may own or contemplate acquiring from time to
time. Under the Agreements, the advisor is compensated for its services by the
payment of a fee at the following annual rates, calculated as a percentage of
the average daily net assets of the Fund:

FUND ADVISOR INVESTMENT
ADVISORY FEE

Berger New Generation Fund Berger Associates 0.90%(1)

Berger Select Fund Berger Associates 0.___%

Berger Small Company Growth Berger Associates 0.90%(3)
Fund

Berger Small Cap Value Fund Berger Associates (2) 0.90% (2)

Berger Mid Cap Growth Fund Berger Associates 0.___%

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<PAGE>

Berger 100 Fund Berger Associates 0.75% (3)

Berger/BIAM International Fund BBOI Worldwide (4) 0.90% (4)
(4)

Berger Growth and Income Fund Berger Associates 0.75% (3)

Berger Balanced Fund Berger Associates 0.70% (5)

(1) Berger Associates has voluntarily agreed to waive its advisory fee to
the extent that the Berger New Generation Fund's normal operating expenses in
any fiscal year, including the management fee and the 12b-1 fee, but excluding
brokerage commissions, interest, taxes and extraordinary expenses, exceed 1.90%
of the Fund's average daily net assets for that fiscal year.

(2) Fund is sub-advised by PWM. See text preceding and following table.
The investment advisory fee is allocated among the Investor Shares and other
classes of the Fund on the basis of net assets attributable to each such class.

(3) Berger Associates has voluntarily agreed to waive its advisory fee to
the extent 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 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.

(4) The Berger/BIAM International Fund bears its pro rata portion of the fee
paid by the Berger/BIAM International Portfolio to BBOI Worldwide as the
advisor. Fund is sub-advised by BIAM. See text preceding and following table.
Until at least April 30, 1998, BBOI Worldwide 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 Berger/BIAM International
Fund.

(5) Berger Associates has voluntarily agreed to waive its advisory fee to
the extent that the Berger Balanced Fund's normal operating expenses in any
fiscal year, including the investment advisory fee and the 12b-1 fee, but
excluding brokerage commissions, interest, taxes and extraordinary expenses,
exceed 1.50% of the Fund's average daily net assets for that fiscal year.

Each Fund's current Investment Advisory Agreement will continue in
effect until the last day of April, 1998 or 1999, and thereafter from year to
year if such continuation is specifically approved at least annually by the
directors or 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 directors or trustees who
are not "interested persons" (as that term is defined in the 1940 Act) of the
Fund or the advisor. Each Agreement is subject to termination by the Fund 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-advisors for the Berger/BIAM International Portfolio and the Berger Small
Cap Value Fund, the sub-advisor is responsible for day-to-day investment
management. The sub-advisor manages the investments and determines what
securities and other investments will be acquired, held or disposed of,
consistent with the investment objective and policies established by the
trustees. No fees are paid directly to the sub-advisors by the Funds. PWM, as
the sub-advisor of the Berger Small Cap Value Fund, receives from the advisor a
fee at the annual rate of 0.90% of the first $75 million of average daily net
asset of the Fund, 0.50% of the next $125 million, and 0.20% of any amounts in
excess of $200 million. BIAM, as the sub-advisor of the Berger/BIAM
International Portfolio, receives from the advisor a fee at the annual rate of
0.45% of the average daily net assets of the Portfolio. During certain periods,
BIAM 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 Agreements for the Berger Small Cap Value Fund and
the Berger/BAM International Portfolio will continue in effect until April 1998,
and thereafter from year to

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<PAGE>

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 Fund who are not
"interested persons" (as that term is defined in the Investment Company Act of
1940) of the Fund or the advisor or the sub-advisor. The Sub-Advisory
Agreements are subject to termination by the Fund or the sub-advisor on 60 days'
written notice, and terminate automatically in the event of their assignment and
in the event of termination of the related Investment Advisory Agreement.

OTHER ARRANGEMENTS BETWEEN BERGER ASSOCIATES AND PWM

Berger Associates and PWM entered into an Agreement, dated November
18, 1996 (the "November 18 Agreement"), under which, among other things, PWM
agreed that, so long as Berger Associates acts as the advisor to the Berger
Small Cap Value Fund and PWM provides sub-advisory or other services in
connection with the Fund, PWM will not manage or provide advisory services to
any registered investment company that is in direct competition with the Fund.

The November 18 Agreement also provides that at the end of the first
five years under the Sub-Advisory Agreement for that Fund (or at such earlier
time if the Sub-Advisory Agreement is terminated or not renewed by the trustees
other than for cause), Berger Associates and PWM will enter into a consulting
agreement for PWM to provide consulting services to Berger Associates with
respect to the Fund, subject to any requisite approvals under the Investment
Company Act of 1940. Under the Consulting Agreement, PWM would provide training
and assistance to Berger Associates analysts and marketing support appropriate
to the Fund and would be paid a fee at an annual rate of 0.10% of the first $100
million of average daily net assets of the Fund, 0.05% of the next $100 million
and 0.02% on any part in excess of $200 million. No part of the consulting fee
would be borne by the Fund.

TRADE ALLOCATIONS

Investment decisions for each Fund and other accounts advised by the
Funds' advisors and sub-advisors are made independently with a view to achieving
each of their respective investment objectives and after consideration of such
factors as their current holdings, availability of cash for investment and the
size of their investments generally. However, certain investments may be
appropriate for a Fund and one or more such accounts. If a Fund and other
accounts advised by a Fund's advisor or 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 Fund and each participating account. While in some cases, this policy
might adversely affect the price paid or received by a Fund or other
participating accounts, or the size of the position obtained or liquidated, the
advisor or 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

Berger Associates permits its directors, officers, employees and other
access persons (as defined below) of Berger Associates ("covered persons") to
purchase and sell securities for their own accounts in accordance with
provisions governing personal investing in Berger Associates' Code of Ethics.
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 Funds or Berger Associates' other advisory clients. Directors and officers
of Berger Associates (including those who also serve as directors or trustees of
the Funds), 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

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<PAGE>

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 Funds.

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 Berger Associates' Code. Those covered persons
also may be required under certain circumstances to forfeit their profits made
from personal trading. The Code is administered by Berger Associates and the
provisions of the Code are subject to interpretation by and exceptions
authorized by its board of directors.

BBOI Worldwide has adopted a Code of Ethics substantially similar to
the Code adopted by Berger Associates covering all board members, officers,
employees and other access persons (as defined below) of BBOI Worldwide 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 BBOI Worldwide's Code of Ethics who are not also covered by
the Code of Ethics of Berger Associates or BIAM, which are both investment
advisors affiliated with BBOI Worldwide.

BIAM 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 BIAM 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 BIAM are required to pre-clear all transactions in securities not
otherwise exempt under the Code of Ethics and must instruct their broker to
provide BIAM with duplicate confirmations of all such personal trades.

PWM has also adopted a Code of Ethics which permits investment and
other personnel to purchase and sell securities for their own accounts, subject
to restrictions set forth in its Code. In addition, during a two-day "blackout"
period prior to a securities trade by the Berger Small Cap Value Fund, the Code
prohibits securities trades by directors, officers and employees in securities
which the Fund proposes to buy or sell. Further, the Code requires investment
and other personnel to at all times conduct their personal investment activities
in a manner which places the interest of the Fund and its shareholders first.

5. EXPENSES OF THE FUNDS

ALL FUNDS EXCEPT THE BERGER/BIAM INTERNATIONAL FUND

In addition to paying an investment advisory fee to its advisor, each
Fund (other than the Berger/BIAM International Fund) pays all of its expenses
not assumed by its advisor, including, but not limited to, custodian and
transfer agent fees, legal and accounting expenses, administrative and record
keeping expenses, interest charges, federal and state taxes, costs of share
certificates, expenses of shareholders' meetings, compensation of directors or
trustees who are not interested persons of Berger Associates, expenses of
printing and distributing reports to shareholders and federal and state
administrative agencies, and all expenses incurred in connection with the
execution of its portfolio transactions, including brokerage commissions on
purchases and sales of portfolio securities, which are considered a cost of
securities of each Fund. Each Fund also pays all expenses incurred in complying
with all federal and state laws and the laws of any foreign country applicable
to the issue, offer or sale of shares of the Fund, including, but not limited
to, all costs involved in preparing and printing prospectuses for shareholders
of the Fund.

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<PAGE>

Under a separate Administrative Services Agreement with respect to
each of such Funds, Berger Associates performs certain administrative and
recordkeeping services not otherwise performed by the Fund's custodian and
recordkeeper, including the preparation of financial statements and reports to
be filed with the Securities and Exchange Commission and state regulatory
authorities. Each Fund pays Berger Associates a fee at an annual rate of 0.01%
of its average daily net assets for such services. These fees are in addition
to the investment advisory fees paid under the Investment Advisory Agreement.
The administrative services fees may be changed by the directors or trustees
without shareholder approval.

The following tables show the advisory fees and administrative
services fees paid by each of such Funds to Berger Associates for the periods
indicated and the amount of such fees waived on account of excess expenses under
applicable expense limitations.

BERGER NEW GENERATION FUND

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

1996* $ 398,000 $ 64,000 $ (85,000) $ 317,000

* Covers period from March 29, 1996 (date operations commenced) through the end
of the Fund's first fiscal year on September 30, 1996.

BERGER SELECT FUND

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

* Fund did not commence operations until December 31, 1997.

BERGER SMALL COMPANY GROWTH FUND

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

1996 $5,902,000 $ 66,000 $ 0 $5,968,000

1995 $3,211,591 $ 35,692 $ 0 $3,247,283

BERGER SMALL CAP VALUE FUND

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

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<PAGE>

1997*

1996** $ 325,488 $ 0 $ 0 $ 325,488

1995** $ 275,236 $ 0 $ 0 $ 275,236

* On February 14, 1997, new fee arrangements came into effect for the Fund with
shareholder approval, at which time Berger Associates became the Fund's advisor
and PWM, the Fund's former investment advisor, became the Fund's sub-advisor.

** Under the Investment Advisory Agreement in effect for the Fund until February
14, 1997, the Fund paid an advisory fee to PWM at an annual rate of 1.00% of the
Fund's average daily net assets.

BERGER MID CAP GROWTH FUND

* Fund did not commence operations until December 31, 1997.

BERGER 100 FUND

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

1996 $15,767,000 $ 210,000 $ 0 $15,977,000

1995 $15,753,914 $ 212,623 $ 0 $15,966,537

BERGER GROWTH AND INCOME FUND

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

1996 $2,496,000 $ 33,000 $ 0 $2,529,000

1995 $2,680,832 $ 36,143 $ 0 $2,716,975

BERGER BALANCED FUND

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

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<PAGE>

1997* N/A N/A N/A N/A

* Fund did not commence operations until September 30, 1997.

Each of the Funds has appointed Investors Fiduciary Trust Company
("IFTC"), 127 W. 10th Street, Kansas City, MO 64105, as its recordkeeping and
pricing agent. In addition, IFTC also serves as the Funds' custodian, transfer
agent and dividend disbursing agent. IFTC has engaged DST Systems, Inc.
("DST"), P.O. Box 419958, Kansas City, MO 64141, as sub-agent to provide
transfer agency and dividend disbursing services for the Funds. Approximately
41% of the outstanding shares of DST are owned by KCSI. The addresses and
telephone numbers for DST set forth in the Prospectus and this Statement of
Additional Information should be used for correspondence with the transfer
agent.

As recordkeeping and pricing agent, IFTC calculates the daily net
asset value of each Fund and performs certain accounting and recordkeeping
functions required by the Funds. The Funds pay IFTC a monthly base fee plus an
asset-based fee. IFTC is also reimbursed for certain out-of-pocket expenses.

IFTC, as custodian, and its subcustodians have custody and provide for
the safekeeping of the Funds' securities and cash, and receive and remit the
income thereon as directed by the management of the Funds. The custodian and
subcustodians do not perform any managerial or policy-making functions for the
Funds. For its services as custodian, IFTC receives an asset-based fee plus
certain transaction fees and out-of-pocket expenses.

As transfer agent and dividend disbursing agent, IFTC (through DST, as
sub-agent) maintains all shareholder accounts of record; assists in mailing all
reports, proxies and other information to the Funds' shareholders; calculates
the amount of, and delivers to the Funds' shareholders, proceeds representing
all dividends and distributions; and performs other related services. For these
services, IFTC receives a fee from the Funds at an annual rate of $15.65 per
open Fund shareholder account, subject to scheduled increases, plus certain
transaction fees and fees for closed accounts, and is reimbursed for
out-of-pocket expenses, which fees in turn are passed through to DST as
sub-agent.

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

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<PAGE>

Gross fees Earnings Net fees paid
payable to IFTC credits to IFTC
received from
IFTC
- -----------------------------------------------------------------------------
Berger New
Generation Fund

Berger Select N/A N/A N/A
Fund(1)

Berger Small
Company Growth
Fund

Berger Small Cap
Value Fund

Berger Mid Cap N/A N/A N/A
Growth Fund(1)

Berger 100 Fund

Berger Growth
and Income Fund

Berger Balanced N/A N/A N/A
Fund(1)

(1) The Berger Balanced Fund did not commence operations until September 30,
1997. The Berger Select Fund and the Berger Mid Cap Growth Fund did not
commence operations until December 31, 1997.

BERGER/BIAM INTERNATIONAL FUND

The Berger/BIAM International Fund is allocated and bears indirectly
its pro rata share of the aggregate annual operating expenses of the Berger/BIAM
International 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 Berger/BIAM Worldwide Portfolios Trust, of which the Portfolio
is a series, such as: expenses of registering the Trust 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 the Trust; legal fees; and insurance
premiums of the Trust. Expenses of the Portfolio also include, among others,
the fees payable to the advisor under the Investment Advisory Agreement;
expenses connected with the execution of portfolio transactions, including
brokerage commissions on purchases and sales of portfolio securities (which are
considered a cost of securities of the Portfolio); custodian fees; auditors'
fees; interest and taxes imposed on the Portfolio; transfer agent, recordkeeping
and pricing agent fees; and such other non-recurring and extraordinary items as
may arise from time to time.

Expenses of the Berger/BIAM International Fund include, among others,
its pro rata share of the expenses of the Berger/BIAM Worldwide Funds Trust, of
which the Fund is a series, such as: expenses of registering the Trust with
securities authorities; expenses of meetings of the shareholders of the Trust;
and legal fees. Expenses of the Fund also include, among others, registration
and filing fees incurred in registering shares of the Fund with securities
authorities; 12b-1

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<PAGE>

fees; 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 an Administrative Services
Agreement with the Berger/BIAM International Fund, BBOI Worldwide 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 Fund. BBOI Worldwide 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, 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, coordinating registration of 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 BBOI Worldwide a fee at an annual rate equal to the lesser of (i) 0.45% of
its average daily net assets, or (ii) BBOI Worldwide's annual cost to provide or
procure these services (including the fees of any services providers whose
services are procured by BBOI Worldwide), plus an additional 0.02% of the Fund's
average daily net assets. The trustees of the Fund regularly review amounts
paid to and expenditures incurred by BBOI Worldwide pursuant to the
Administrative Services Agreement. In addition, in the event that BBOI
Worldwide's duties under the Administrative Services Agreement are delegated to
another party, BBOI Worldwide 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 BBOI Worldwide 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 BBOI Worldwide'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 BBOI
Worldwide 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 BBOI Worldwide, which will not affect the fee paid by the Fund
to BBOI Worldwide under the Administrative Services Agreement.

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 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 BBOI Worldwide.
Approximately 41% of the outstanding shares of DST are owned by KCSI, which also
owns approximately 87% of the outstanding shares of Berger Associates.

SERVICE ARRANGEMENTS FOR THE PORTFOLIO. Under the Investment Advisory
Agreement between BBOI Worldwide and the Berger/BIAM International Portfolio, in
addition to providing investment advisory services, BBOI Worldwide is
responsible for providing or arranging for all managerial and administrative
services necessary for the operations of the Portfolio. BBOI Worldwide 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.

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<PAGE>

The Portfolio has appointed IFTC as recordkeeping and pricing agent to
calculate the daily net asset value of the Portfolio and to perform certain
accounting and recordkeeping functions required by the Portfolio. In addition,
the Portfolio has appointed IFTC as its custodian and transfer agent. IFTC has
engaged State Street Bank and Trust Company ("State Street"), P.O. Box 351,
Boston, MA 02101, as sub-custodian for the Portfolio. For custodian,
recordkeeping and pricing services, the Portfolio pays fees directly to IFTC
based on a percentage of its net assets, subject to certain minimums, and
reimburses IFTC for certain out-of-pocket expenses.

The following table shows the advisory fee and administrative services
fees borne or paid by the Fund to BBOI Worldwide for the period indicated and
the amount of such fees waived on account of excess expenses under applicable
expense limitations.

BERGER/BIAM INTERNATIONAL FUND

* Covers period from November 7, 1996 (date operations commenced) through the
end of the Fund's first fiscal year on September 30, 1997.

** Comprised of the Fund's pro rata share of the investment advisory fee paid by
the Portfolio to its advisor and of the advisory fee waived by the advisor.

As noted above with respect to the other Berger Funds, 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. The following
table shows gross fees, earnings credits and net fees borne or paid by the
Berger/BIAM International Fund to IFTC for the fiscal year ended September 30,
1997:

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

* Covers the period November 7, 1996 (date operations commenced) through the end
of the Fund's first fiscal year on September 30, 1997. Comprised of the Fund's
pro rata share of the gross fees, earnings credits and net fees paid by the
Portfolio to IFTC or credited to the Portfolio by IFTC.

12B-1 PLANS

Each of the Funds has adopted a 12b-1 plan (the "Plan") pursuant to
Rule 12b-1 under the Investment Company Act of 1940, which provides for the
payment to Berger Associates of a 12b-1 fee of 0.25% per annum of the 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 costs incurred by, a Fund's
principal underwriter in connection with the distribution of Fund shares,
including payments made to and expenses of officers and registered
representatives of the Distributor; payments made to and expenses of other
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

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<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 Fund shares,
including services to holders of Fund shares and prospective investors; 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 Fund shares; costs
involved in preparing, printing and distributing sales literature for Fund
shares; costs involved in obtaining whatever information, analyses and reports
with respect to market and promotional activities on behalf of a Fund relating
to Fund shares that Berger Associates deems advisable; and such other costs
relating to Fund shares as the Fund may from time to time reasonably deem
necessary or appropriate in order to finance activities primarily intended to
result in the sale of Fund shares. Such 12b-1 fee 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 the 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 a Fund may engage in activities which jointly
promote the sale of Fund shares and other funds that are or may in the future be
advised or administered 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, unless otherwise directed by the directors or
trustees.

The current 12b-1 Plans will continue in effect until the end of April
1998, 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. The Plans may not be amended to increase
materially the amount to be spent on distribution of Fund shares without
shareholder approval.

Following are the payments made to Berger Associates pursuant to the
Plans for the fiscal year ended September 30, 1997:

FUND 12B-1 PAYMENTS

Berger New Generation Fund

Berger Select Fund(1) N/A

Berger Small Company Growth Fund

Berger Small Cap Value Fund(2)

Berger Mid Cap Growth Fund(1) N/A

Berger 100 Fund

Berger/BIAM International Fund

Berger Growth and Income Fund

Berger Balanced Fund(1) N/A

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<PAGE>

(1) The Berger Balanced Fund did not commence operations until September 30,
1997. The Berger Select Fund and the Berger Mid Cap Growth Fund did not
commence operations until December 31, 1997.

(2) The Berger Small Cap Value Fund has adopted a 12b-1 Plan only with
respect to the Investor Shares, the class of shares of the Fund covered by this
SAI.

Effective November 17, 1997, and for so long as the Berger Small
Company Growth Fund remains closed to new investors, Berger Associates has
voluntarily agreed to waive the 12b-1 fee paid by that Fund to the extent the
fee is not utilized by Berger Associates to provide, or to compensate other
companies for providing, shareholder services to Fund shareholders in connection
with the distribution of Fund shares.

OTHER EXPENSE INFORMATION

The directors or trustees of each of the Funds 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 Fund
would otherwise be obligated to pay. No portion of the commission is retained
by DSTS. See Section 6--Brokerage Policy for further information concerning the
expenses reduced as a result of these arrangements. DSTS may be considered an
affiliate of Berger Associates due to the ownership interest of KCSI in both
DSTS and Berger Associates.

The Funds and/or their advisors have entered 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 Funds through those firms or
companies. A Fund's advisor or a Fund (if approved by its directors or
trustees) may pay fees to these companies for their services. These companies
may also be appointed as agents for or authorized by the Funds to accept on
their 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 Funds.

DISTRIBUTOR

The distributor (principal underwriter) of each 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 Funds' shares.

6. BROKERAGE POLICY

Although each Fund retains full control over its own investment
policies, under the terms of its Investment Advisory Agreement, the advisor is
directed to place the portfolio transactions of the Fund. A report on the
placement of brokerage business is given to the directors or trustees of each
Fund every quarter, indicating the brokers with whom Fund portfolio business was
placed and the basis for such placement. The brokerage commissions paid by the
Funds during the past three fiscal years were as follows:

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<PAGE>

BROKERAGE COMMISSIONS

Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
September 30, September 30, September 30,
1997 1996 1995
- -----------------------------------------------------------------------------
BERGER NEW GENERATION (1) N/A
FUND -----

BERGER SELECT FUND(2) N/A N/A N/A

BERGER SMALL COMPANY
GROWTH FUND

BERGER SMALL CAP
VALUE FUND (3)

BERGER MID CAP GROWTH N/A N/A N/A
FUND(2)

BERGER 100 FUND

BERGER/BIAM N/A N/A (4)
INTERNATIONAL FUND -------

BERGER GROWTH AND
INCOME FUND

BERGER BALANCED N/A N/A N/A
FUND(2)

(1) Covers period from March 29, 1996 (date operations commenced) through the
end of the Fund's first fiscal year on September 30, 1996. The Fund paid more
brokerage commissions than anticipated during this period as a result of
portfolio transactions undertaken in response to volatile markets and the short
tax year for its initial period of operations.

(2) The Berger Balanced Fund did not commence operations until September 30,
1997. The Berger Select Fund and the Berger Mid Cap Growth Fund did not
commence operations until December 31, 1997.

(3) The Fund's fiscal year end was changed from December 31 to September 30
during 1997. Accordingly, the brokerage commissions shown for 1995 and 1996
were paid by the Fund during the fiscal years ended December 31, 1995, and
December 31, 1996, and the brokerage commissions shown for 1997 cover the period
January 1, 1996, through September 30, 1997.

(4) Consists of the Fund's pro rata share of the brokerage commissions paid by
the Portfolio in which all the Fund's investable assets are invested. Covers
period November 7, 1996 (date operations commenced) through the end of the
Portfolio's first fiscal year on September 30, 1997.

The Investment Advisory Agreement each Fund has with its advisor
authorizes and directs the advisor to place portfolio transactions for the Fund
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, each Agreement specifically authorizes the advisor 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 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 advisor.

-41-

<PAGE>

In accordance with this provision of the Agreement, portfolio
brokerage business of each Fund may be placed with brokers who provide useful
research services to the advisor or, where applicable, the sub-advisor. Such
research services include computerized stock quotation and trading services,
fundamental and technical analysis data and software, broker and other
third-party equity research, computerized stock market and business news
services, economic research and account performance data. During the fiscal
year ended September 30, 1997, of the brokerage commissions paid by the Funds,
the following amounts were paid to brokers who agreed to provide to the Fund
selected research services prepared by the broker or subscribed or paid for by
the broker on behalf of the Fund: Berger New Generation Fund: $________; Berger
Small Company Growth Fund: $__________; Berger Small Cap Value Fund: $________;
Berger 100 Fund: $________; Berger/BIAM International Fund: $_________; and
Berger Growth and Income Fund: $___________. Those services included a service
used by the independent directors or trustees of the Funds in reviewing the
Investment Advisory Agreements.

The research services received from brokers are often helpful to the
advisor or sub-advisor in performing its investment advisory responsibilities to
the Funds, but they are not essential, and the availability of such services
from brokers does not reduce the responsibility of the advisor's or
sub-advisor's advisory personnel to analyze and evaluate the securities in which
the Funds invest. The research services obtained as a result of the Funds'
brokerage business also will be useful to the advisor or 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 advisor or sub-advisor in rendering investment
advice to the Funds. Although such research services may be deemed to be of
value to the advisor or sub-advisor, they are not expected to decrease the
expenses that the advisor or sub-advisor would otherwise incur in performing its
investment advisory services for the Funds nor will the advisory fees that are
received by the advisor from the Funds be reduced as a result of the
availability of such research services from brokers.

The directors or trustees of each of the Funds have authorized
portfolio transactions to be placed on an agency basis through 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 Fund 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.

Included in the brokerage commissions paid by the Funds during the
last three fiscal years, as stated in the preceding Brokerage Commissions table,
are the following amounts paid to DSTS, which served to reduce each Fund's
out-of-pocket expenses as follows:

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<PAGE>

DSTS COMMISSIONS AND RELATED EXPENSE REDUCTIONS

DSTS Reduction DSTS Reduction DSTS Reduction in
Commissions in Expenses Commissions in Expenses Commissions Expenses
Paid FYE Paid FYE FYE Paid FYE FYE
FYE 9/30/97 9/30/97(1) 9/30/96 9/30/96(1) 9/30/95 9/30/95(1)
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Berger New Generation (2)
Fund

Berger Select Fund(3) N/A N/A N/A N/A N/A N/A

Berger Small Company (4)
Growth Fund

Berger Small Cap Value (5)
Fund

Berger Mid Cap Growth N/A N/A N/A N/A N/A N/A
Fund(3)

Berger 100 Fund (6)

Berger/BIAM International (7)
Fund

Berger Growth and Income (8)
Fund

Berger Balanced Fund(3) N/A N/A N/A N/A N/A N/A

</TABLE>

(1) No portion of the commission is retained by DSTS. Difference between
commissions paid through DSTS and reduction in expenses constitute commissions
paid to an unaffiliated clearing broker.

(2) Constitutes [___]% of the aggregate brokerage commissions paid by the
Berger New Generation Fund and [___]% of the aggregate dollar amount of
transactions placed by the Berger New Generation Fund.

(3) The Berger Balanced Fund did not commence operations until September 30,
1997. The Berger Select Fund and the Berger Mid Cap Growth Fund did not
commence operations until December 31, 1997.

(4) Constitutes [____]% of the aggregate brokerage commissions paid by the
Berger Small Company Growth Fund and [less than 1]% of the aggregate dollar
amount of transactions placed by the Berger Small Company Growth Fund.

(5) Constitutes [____]% of the aggregate brokerage commissions paid by the
Berger Small Cap Value Fund and [___]% of the aggregate dollar amount of
transactions placed by the Berger Small Cap Value Fund.

(6) Constitutes [___]% of the aggregate brokerage commissions paid by the
Berger 100 Fund and [____]% of the aggregate dollar amount of transactions
placed by the Berger 100 Fund.

(7) Consists of the Fund's pro rata share of the brokerage commissions paid
through DSTS by the Portfolio in which all the Fund's investable assets are
invested. Constitutes [____]% of the aggregate brokerage commissions paid by
the Berger/BIAM International Fund and [____]% of the aggregate dollar amount of
transactions placed by the Berger/BIAM International Fund.

(8) Constitutes [____]% of the aggregate brokerage commissions paid by the
Berger Growth and Income Fund and [____]% of the aggregate dollar amount of
transactions placed by the Berger Growth and Income Fund.

Under the Investment Advisory Agreement in effect until February 14,
1997, for the Berger Small Cap Value Fund, the Fund's then advisor was permitted
to place the Fund's brokerage

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<PAGE>

with affiliated brokers, subject to adhering to certain procedures adopted by
the trustees and subject to obtaining prompt execution of orders at the most
favorable net price. Of the brokerage commissions shown on the Brokerage
Commissions table above, the following amounts were paid by the Fund to PWM,
then the Fund's advisor, now the Fund's sub-advisor, which is also a registered
broker-dealer.

BERGER SMALL CAP VALUE FUND
BROKERAGE COMMISSIONS PAID TO PWM

Fiscal Year Ended Fiscal Year Ended Fiscal Year Ended
December 31, 1995 December 31, 1996 September 30, 1997(1)
- --------------------------------------------------------------------------
$ 342,121 $ 306,562

(1) The Fund's fiscal year end was changed during 1997. Covers the period
January 1, 1997, through February 14, 1997.

On February 14, 1997, new arrangements for the Berger Small Cap Value
Fund came into effect with shareholder approval and since that time, the
trustees have not authorized the Fund's brokerage to be placed with any broker
or dealer affiliated with the advisor or sub-advisor, except through DSTS under
the circumstances described above.

In selecting broker and dealers and in negotiating commissions, the
Funds' advisors and sub-advisors consider a number of factors, including among
others: the advisor's or 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 directors or trustees of the Funds 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 Funds. In addition, payments made by brokers to
a Fund or to other persons on behalf of a Fund for services provided to the Fund
for which it would otherwise be obligated to pay may also be considered. In
placing portfolio business with any such broker or dealer, the advisors and
sub-advisors of the Funds will seek the best execution of each transaction.

During the fiscal year ended September 30, 1997, the Berger New
Generation Fund acquired securities of Hambrecht & Quist Group, one of the
Fund's regular broker-dealers. As of September 30, 1997, the Fund owned
$[____________] of those securities.

7. HOW TO PURCHASE SHARES IN THE FUNDS

Minimum Initial Investment $2,000.00
Minimum Subsequent Investment $ 50.00

To purchase shares in any of the Funds, simply complete the
application form enclosed with the 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:

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<PAGE>

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

If a shareholder is adding to an existing account, shares may also be
purchased by placing an order by telephone call to the Funds at 1-800-551-5849
or via on-line access, and remitting payment to DST Systems, Inc. Payment for
shares ordered on-line must be made by electronic funds transfer. In order to
make sure that payment for telephone purchases is received on time, shareholders
are encouraged to remit payment by electronic funds transfer. Shareholders may
also remit payment for telephone purchases by wire or by overnight delivery.

In addition, Fund shares may be purchased through certain
broker-dealers that have established mutual fund programs and certain other
organizations connected with pension and retirement plans. These broker-dealers
and other organizations may charge investors a transaction or other fee for
their services, may require different minimum initial and subsequent investments
than the Funds and may impose other charges or restrictions different from those
applicable to shareholders who invest in the Funds 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 Fund shares directly from a Fund as described above.

Procedures for purchasing, selling (redeeming) and exchanging Fund
shares by telephone and on-line are described in the Prospectus. The Funds may
terminate or modify those procedures and related requirements at any time,
although shareholders of the Funds 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.

Closing of Berger Small Company Growth Fund to New Investors. The
Berger Small Company Growth Fund was closed to new investors effective November
17, 1997. Due to the Fund's current size relative to the range of suitable
investments available to the Fund, the Trustees determined that it is in the
best interests of the Fund and its shareholders to restrict the Fund's growth at
this time. Currently, 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, 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.

-45-
<PAGE>

8. HOW THE NET ASSET VALUE IS DETERMINED

The net asset value of each Fund is determined once daily, at the
close of the regular trading session of the New York Stock Exchange (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 Funds 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 each Fund is determined by dividing the total value of its
securities and other assets, less liabilities, by the total number of shares
outstanding.

Net asset value for the Berger Small Cap Value Fund is calculated by
class, and since the Investor Shares and each other class of the Fund has its
own expenses, the per share net asset value of the Fund will vary by class.

Since the Berger/BIAM International Fund invests all of its investable
assets in the Berger/BIAM International Portfolio, the value of the Fund's
investable assets will be equal to the value of its beneficial interest in the
Portfolio. The value of securities held in the Portfolio are determined as
described below for the Funds.

In determining net asset value for each of the Funds, 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 each Fund will be determined by using prices
provided by pricing services which provide market prices to other mutual funds
or, as needed, by obtaining market quotations from independent broker/dealers.
Short-term money market securities maturing within 60 days are valued on the
amortized cost basis, which approximates market value. All assets and
liabilities initially expressed in terms of non-U.S. dollar currencies are
translated into U.S. dollars at the prevailing market rates as quoted by one or
more banks or dealers shortly before the close of the Exchange. Securities and
assets for which quotations are not readily available are valued at fair values
determined in good faith pursuant to consistently applied procedures established
by the directors or 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 a Fund are determined as of the earlier of such market close or the closing
time of the Exchange. Occasionally, events affecting the value of such
securities may occur between the times at which they are determined and the
close of the Exchange, or when the foreign market on which such securities trade
is closed but the Exchange is open, which will not be reflected in the
computation of net asset value. If during such periods, events occur which
materially affect the value of such securities, the securities will be valued at
their fair market value as determined in good faith pursuant to consistently
applied procedures established by the directors or trustees.

A Fund'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 a Fund may be
significantly affected by such trading on days when shareholders cannot purchase
or redeem shares of the Fund.

-46-

<PAGE>

9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

This discussion summarizes certain U.S. federal income tax issues
relating to the Funds. 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 FUNDS. If a 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. Each of the
Funds intends to qualify as a RIC annually and to make timely distributions in
order to avoid income and excise tax liabilities.

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

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

If a 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.

If a shareholder has elected to receive dividends and/or capital gain
distributions in cash and the postal or other delivery service is unable to
deliver checks to the shareholder's address of record, such shareholder's
distribution option will automatically be converted to having all dividend and
other distributions reinvested in additional shares. In addition, no interest
will accrue on amounts represented by uncashed distribution or redemption
checks.

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

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<PAGE>

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

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

BACKUP WITHHOLDING. In general, if a shareholder is subject to backup
withholding, a 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 a Fund generally will
be subject to a 30% U.S. withholding tax on dividends paid by a 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.

TAX STATUS OF THE BERGER/BIAM INTERNATIONAL PORTFOLIO. The
Berger/BIAM International Portfolio, in which the Berger/BIAM International Fund
invests all its investable assets, has in previous years been classified as a
partnership for U.S. federal income tax purposes, and it intends to retain that
classification. The Berger/BIAM International Fund is treated for various
Federal tax purposes as owning a proportionate share of the Portfolio's assets
and will be taxable on its proportionate share of the Portfolio's income, gain
and loss.

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 a Fund 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 a Fund.

Each 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. Each 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

-48-

<PAGE>

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. TAX-SHELTERED RETIREMENT PLANS

The Funds offer several tax-qualified retirement plans for
individuals, businesses and non-profit organizations, including a Profit-Sharing
Plan, a Money Purchase Pension Plan, an Individual Retirement Account (IRA) and
a 403(b) Custodial Account for adoption by employers and individuals who wish to
participate in such Plans by accumulating shares of any of the Funds with
tax-deductible dollars. For information on other types of retirement plans
offered by the Funds, please call 1-800-333-1001 or write to the Funds c/o
Berger Associates, P.O. Box 5005, Denver, CO 80217.

PROFIT-SHARING AND MONEY PURCHASE PENSION PLANS

Employers, self-employed individuals and partnerships may make
tax-deductible contributions to the tax-qualified retirement plans offered by
the Funds. All income and capital gains accumulated in the Plans are tax free
until withdrawn. The amounts that are deductible depend upon the type of Plan
or Plans adopted.

If you, as an employer, self-employed person or partnership, adopt the
Profit-Sharing Plan, you may vary the amount of your contributions from year to
year and may elect to make no contribution at all for some years. If you adopt
the Money Purchase Pension Plan, you must commit yourself to make a contribution
each year according to a formula in the Plan that is based upon your employees'
compensation or your earned income. By adopting both the Profit-Sharing and the
Money Purchase Pension Plan, you can increase the amount of contributions that
you may deduct in any one year.

If you wish to purchase shares of any Fund in conjunction with one or
both of these tax-qualified plans, you may use an Internal Revenue Service
approved prototype Trust Agreement and Retirement Plan available from the Funds.
IFTC serves as trustee of the Plan, for which it charges an annual trustee's fee
for each Fund or Cash Account Trust Money Portfolio (discussed below) in which
the participant's account is invested. Contributions under the Plans are
invested exclusively in shares of the Funds or the Cash Account Trust Money
Market Portfolios, which are then held by the trustee under the terms of the
Plans to create a retirement fund in accordance with the tax code.

Distributions from the Profit-Sharing and Money Purchase Pension Plans
generally may not be made without penalty until the participant reaches age
59 1/2 and must begin no later than April 1 of the calendar year following
the year in which the participant attains age 70 1/2. A participant who is
not a 5% owner of the employer may postpone such distributions to April 1 of
the calendar year following the year of retirement. This exception does not
apply to distributions from an individual retirement account (IRA). Except
for required distributions after age 70 1/2, periodic distributions over more
than 10 years and the distribution of any after-tax contributions,
distributions are subject to 20% Federal income tax withholding unless those
distributions are rolled directly to another qualified plan or an IRA.
Participants may not be able to receive distributions immediately upon
request because of certain requirements under federal tax law. Since
distributions which do not satisfy these requirements can result in adverse
tax consequences, consultation with an attorney or tax advisor regarding the
Plans is recommended. You should also consult with your tax advisor
regarding state tax law implications of participation in the Plans.

-49-
<PAGE>

In order to receive the necessary materials to create a Profit-Sharing
or Money Purchase Pension Plan, please write to the Funds, c/o Berger
Associates, Inc., P.O. Box 5005, Denver, Colorado 80217, or call 1-800-333-1001.
Trustees for 401(k) or other existing plans interested in utilizing Fund shares
as an investment or investment alternative in their plans should contact the
Funds at 1-800-333-1001.

INDIVIDUAL RETIREMENT ACCOUNT (IRA)

If you are an individual with compensation or earned income, whether
or not you are actively participating in an existing qualified retirement plan,
you can provide for your own retirement by adopting an IRA. Under an IRA, you
can contribute each year up to the lesser of 100% of your compensation or
$2,000. If you have a nonemployed spouse (or if your spouse elects to be
treated as having no compensation) and you file a joint return, you and your
spouse together may make contributions totaling up to $4,000 to two IRAs (with
no more than $2,000 being contributed to either account) if your joint income is
$4,000 or more. If neither you nor your spouse are active participants in an
existing qualified retirement plan, or if your income does not exceed certain
amounts, the amounts contributed to your IRA can be deducted for Federal income
tax purposes whether or not your deductions are itemized. If you or your spouse
are covered by an existing qualified retirement plan, and your income exceeds
the applicable amounts, your IRA contributions are not deductible for Federal
income tax purposes. However, whether your contributions are deductible or not,
the income and capital gains accumulated in your IRA are not taxed until the
account is distributed.

If you wish to create an IRA to invest in shares of any Fund, you may
use the Fund's IRA custodial agreement form which is an adaptation of the form
provided by the Internal Revenue Service. Under the IRA custodial agreement,
IFTC will serve as custodian, for which it will charge an annual custodian fee
for each Fund or Cash Account Trust Money Market Portfolio in which the IRA is
invested.

Distributions from an IRA generally may not be made without penalty
until you reach age 59 1/2 and must begin no later than April 1 of the
calendar year following the year in which you attain age 70 1/2. Since
distributions which do not satisfy these requirements can result in adverse
tax consequences, consultation with an attorney or tax advisor is recommended.

In order to receive the necessary materials to create an IRA account,
please write to the Funds, c/o Berger Associates, Inc., P.O. Box 5005, Denver,
Colorado 80217, or call 1-800-333-1001.

403(b) CUSTODIAL ACCOUNTS

If you are employed by a public school system or certain federally
tax-exempt private schools, colleges, universities, hospitals, religious and
charitable or other nonprofit organizations, you may establish a 403(b)
Custodial Account. Your employer must participate in the establishment of the
account.

If your employer participates, it will automatically deduct the amount
you designate from your gross salary and contribute it to your 403(b) Custodial
Account. The amount which you may contribute annually under a salary reduction
agreement is generally the lesser of $9,500 or your exclusion allowance, which
is based upon a specified formula, and other Internal Revenue Code limits apply.
There is a $50 minimum investment in the 403(b) Custodial Account.
Contributions made to the account reduce the amount of your current income
subject to Federal income tax. Federal income tax is not paid on your
contribution until you begin making withdrawals. In addition, all income and
capital gains accumulated in the account are tax-free until withdrawn.

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<PAGE>

Withdrawals from your 403(b) Custodial Agreement may begin as soon
as you reach age 59-1/2 and must begin no later than April 1 of the year
following the later of the calendar year in which you attain age 70 1/2 or
the calendar year in which you retire. Except for required distributions
after age 70 1/2 and periodic distributions over more than 10 years,
distributions are subject to 20% Federal income tax withholding unless those
distributions are rolled directly to another 403(b) account or annuity or an
individual retirement account (IRA). You may not be able to receive
distributions immediately upon request because of certain notice requirements
under federal tax law. Since distributions which do not satisfy these
requirements can result in adverse tax consequences, consultation with an
attorney or tax advisor regarding the 403(b) Custodial Account is
recommended. You should also consult with your tax advisor about state
taxation of your account.

Individuals who wish to purchase shares of a Fund in conjunction with
a 403(b) Custodial Account may use a Custodian Account Agreement and related
forms available from the Funds. IFTC serves as custodian of the 403(b)
Custodial Account, for which it charges an annual custodian fee for each Fund or
Cash Account Trust Money Market Portfolio in which the participant's account is
invested.

In order to receive the necessary materials to create a 403(b)
Custodial Account, please write to the Funds, c/o Berger Associates, Inc., P.O.
Box 5005, Denver, Colorado 80217, or call 1-800-333-1001.

12. EXCHANGE PRIVILEGE AND SYSTEMATIC WITHDRAWAL PLAN

A shareholder who owns shares of any of the Funds worth at least
$5,000 at the current net asset value may establish a Systematic Withdrawal
account from which a fixed sum will be paid to the shareholder at regular
intervals by the Fund in which the shareholder is invested.

To establish a Systematic Withdrawal account, the shareholder deposits
Fund shares with the Fund and appoints the Fund as agent to redeem shares in the
shareholder's account in order to make monthly, quarterly, semi-annual or annual
withdrawal payments to the shareholder of a fixed amount. The minimum
withdrawal payment is $50.00. These payments generally will be made on the 25th
day of the month.

Withdrawal payments are not yield or income on the shareholder's
investment, since portions of each payment will normally consist of a return of
the shareholder's investment. Depending on the size of the disbursements
requested and the fluctuation in value of the Fund's portfolio, redemptions for
the purpose of making such disbursements may reduce or even exhaust the
shareholder's account.

The shareholder may vary the amount or frequency of withdrawal
payments, temporarily discontinue them, or change the designated payee or
payee's address, by notifying the Fund. The shareholder may, of course, make
additional deposits of Fund shares in the shareholder's account at any time.

Since redemption of shares to make withdrawal payments is a taxable
event, each investor should consult a tax advisor concerning proper tax
treatment of the redemption.

Any shareholder may exchange any or all of the shareholder's shares in
any of the Funds for shares of any of the other available Berger Funds or for
shares of the Money Market Portfolio, the Government Securities Portfolio or the
Tax-Exempt Portfolio of the Berger Cash Account Trust ("Berger CAT Portfolios"),
separately managed, unaffiliated money market funds, without charge, after
receiving a current prospectus of the other Fund or Berger CAT Portfolio. The
exchange privilege with the Berger CAT Portfolios does not constitute an
offering or recommendation of the shares of any

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such Berger CAT Portfolio by any of the Funds or Berger Associates. Berger
Associates is compensated for administrative services it performs with respect
to the Berger CAT Portfolios.

Exchanges into or out of the Funds 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 income tax purposes. An exchange
of shares may be made by written request directed to DST Systems, Inc., via
on-line access, or simply by telephoning the Berger Funds at 1-800-551-5849.
This privilege is revocable by any of the Funds, and is not available in any
state in which the shares of the Fund or Berger CAT Portfolio being acquired in
the exchange are not eligible for sale. Shareholders automatically have
telephone and on-line privileges to authorize exchanges unless they specifically
decline this service in the account application or in writing.

13. PERFORMANCE INFORMATION

From time to time in advertisements, the 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 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 Funds may compare their performance to that of recognized
broad-based securities market indices, including the Standard & Poor's 500 Stock
Index, the Dow Jones Industrial Average, the Russell 2000 Stock Index, the
Standard & Poor's 400 Mid-Cap Index, the Standard & Poor's 600 Small Cap Index,
the Standard & Poor's/BARRA Value Index, the Nasdaq Composite Index or the
Lehman Brothers Intermediate Term Government/Corporate Bond Index, or more
narrowly-based or blended 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.

All 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.

Quotations of average annual total return for the Funds 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
n
of return are 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 share of Fund expenses on
an annual basis, and assume that all dividends and distributions are reinvested
when paid.

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PREDECESSOR PERFORMANCE QUOTATIONS

BERGER/BIAM INTERNATIONAL FUND. The Berger/BIAM International
Portfolio (in which all the investable assets of the Berger/BIAM International
Fund are invested) commenced operations upon the transfer to the Portfolio of
assets held in a pooled trust (the "Pool") maintained by Citizens Bank New
Hampshire, for which BIAM had 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 Pool had substantially the same investment objective, policies and
limitations of the Berger/BIAM International 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 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 that time to reflect any increase in fees and expenses
applicable in operating the Fund, including the Fund's pro rata share of the
aggregate annual operating expenses, net of fee waivers, of the Portfolio.
Those fees and expenses included 12b-1 fees.

Performance data quoted for the Berger/BIAM International Fund for
periods prior to October 1996 include the performance of the Pool and include
periods before the Fund's and the Portfolio's registration statements became
effective. As noted above, the Pool was not registered under the 1940 Act and
thus was not subject to certain investment restrictions that are imposed on the
Fund and the Portfolio by the 1940 Act. If the Pool had been registered under
the 1940 Act, the Pool's performance might have been adversely affected.

BERGER SMALL CAP VALUE FUND. Shares of the Berger Small Cap Value
Fund had no class designations until February 14, 1997, when all of the
then-existing shares were designated as Institutional Shares and the Fund
commenced offering the Investor Shares covered in this Statement of Additional
Information. Performance data for the Investor Shares include periods prior to
the adoption of class designations on February 14, 1997, and therefore do not
reflect the 0.25% per year 12b-1 fee applicable to the Investor Shares. Total
return of the Investor Shares and other classes of shares of the Fund will be
calculated separately. Because each class of shares is subject to different
expenses, the performance of each class for the same period will differ.

AVERAGE ANNUAL TOTAL RETURNS

The average annual total return for each of the Funds for various
periods ending September 30, 1997, are shown on the following table:

FUND 1-Year 5-Year 10-Year Life of Fund

Berger New N/A N/A
Generation Fund (since
3/31/96)

Berger Select Fund N/A N/A N/A N/A(1)

Berger Small N/A N/A
Company Growth (since
Fund 12/30/93)

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<PAGE>

Berger Small Cap N/A
Value Fund - (since
Investor Shares(2) 10/21/87)(3)

Berger Mid Cap N/A N/A N/A N/A(1)
Growth Fund

Berger 100 Fund ________(4)

Berger/BIAM N/A
International (since
Fund(5) 7/31/89)

Berger Growth and ________(4)
Income Fund

Berger Balanced N/A N/A N/A N/A(1)
Fund

(1) The Berger Balanced Fund did not commence operations until September 30,
1997. The Berger Select Fund and the Berger Mid Cap Growth Fund did not
commence operations until December 31, 1997.

(2) Performance data for the Investor Shares include periods prior to the
Fund's adoption of class designations on February 14, 1997, and therefore do not
reflect the 0.25% per year 12b-1 fee applicable to the Investor Shares, which
came into effect on that date.

(3) Covers the period from October 21, 1987 (date of the Fund's first public
offering) through September 30, 1997.

(4) Life of Fund covers the period from September 30, 1974 (immediately prior
to Berger Associates assuming the duties as the investment advisor for those
Funds) through September 30, 1997. Since the 12b-1 fees for the Berger 100 Fund
and the Berger Growth and Income Fund did not take effect until June 19, 1990,
the performance figures on the table do not reflect the deduction of the 12b-1
fees for the full length of the ten-year and longer periods.

(5) Data for the Berger/BIAM International Fund covering periods prior to
October 11, 1996, reflect the performance of the pool of assets transferred on
that date into the Berger/BIAM International Portfolio in which all of the
Fund's assets are invested, adjusted at that time to reflect any increase in
fees and expenses applicable in operating the Fund, including the Fund's pro
rata share of the aggregate annual operating expenses, net of fee waivers, of
the Portfolio.

14. ADDITIONAL INFORMATION

FUND ORGANIZATION

BERGER 100 FUND AND BERGER GROWTH AND INCOME FUND. The Berger 100
Fund and Berger Growth and Income 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.
The names "Berger One Hundred Fund-Registered Trademark-", "Berger
100 Fund-Registered Trademark-", "Berger One Hundred and One Fund-Registered
Trademark-" and "Berger 101 Fund-Registered Trademark-" were adopted by the
respective Funds as service marks and trade names in November 1989. In 1990,
the shareholders of the Berger Growth and Income Fund approved changing its
formal corporate name to "Berger One Hundred and One Fund, Inc." and the Fund
began doing business under the trade name "Berger Growth and Income Fund, Inc."
in January 1996.

Each of the Berger 100 Fund and the Berger Growth and Income Fund
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
Growth and Income Fund. Shares of the Funds are fully paid and

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<PAGE>

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.

BERGER SMALL COMPANY GROWTH FUND, BERGER NEW GENERATION FUND, BERGER
BALANCED FUND, BERGER SELECT FUND AND BERGER MID CAP GROWTH FUND. The
Berger Small Company Growth Fund is a separate series established on August 23,
1993, under the Berger Investment Portfolio Trust, a Delaware business trust
established under the Delaware Business Trust Act. The name "Berger Small
Company Growth Fund-Registered Trademark-" was registered as a service mark in
September 1995. The Berger New Generation Fund was the second series created
under the Berger Investment Portfolio Trust, established on December 21, 1995.
The Berger Balanced Fund was the third series created under the Berger
Investment Portfolio Trust, established on August 22, 1997. The Berger Select
Fund and the Berger Mid Cap Growth Fund were the fourth and fifth series created
under the Trust, established on November _____, 1997. The Trust is authorized
to issue an unlimited number of shares of beneficial interest in series or
portfolios. Currently, the Berger Small Company Growth Fund, the Berger New
Generation Fund, the Berger Balanced Fund, the Berger Select Fund and the Berger
Mid Cap Growth Fund are the only series established under the Trust, although
others may be added in the future. The Trust is also authorized to establish
multiple classes of shares representing differing interests in an existing or
new series. Shares of the Funds are fully paid and nonassessable when issued.
Each share has a par value of $.01. All shares issued by each 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.

BERGER/BIAM INTERNATIONAL FUND. The Berger/BIAM Worldwide Funds Trust
is a Delaware business trust organized on May 31, 1996. The Berger/BIAM
International 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. 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.

Berger/BIAM Worldwide Portfolios Trust is also a Delaware business
trust organized on May 31, 1996. The Berger/BIAM International Portfolio (in
which all the investable assets of the Berger/BIAM International Fund are
invested) was established on May 31, 1996, as a series of that Trust. Like the
Berger/BIAM International Fund, the Portfolio is a diversified, open-end
management investment company. The Portfolio commenced operations upon the
transfer to the Portfolio of assets held in a pooled trust. See "Performance
Information -- Predecessor Performance Data -- Berger/BIAM International Fund"
above for additional information on the asset transfer. The Berger/BIAM
Worldwide Portfolios Trust is authorized to sell unlimited interests in series
or portfolios. Interests may be divided into classes. Currently, the series
comprising the Portfolio is the only series established under that Trust,
although others may be added in the future.

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>

BERGER SMALL CAP VALUE FUND. The Berger Small Cap Value Fund was
originally organized in November 1984 as a Delaware corporation. In May 1990,
the Fund was reorganized from a Delaware corporation into a Massachusetts
business trust known as The Omni Investment Fund. Pursuant to the Fund's
reorganization, the Fund as a series of the Trust assumed all of the assets and
liabilities of the Fund as a Delaware corporation, and Fund shareholders
received shares of the Massachusetts business trust equal both in number and net
asset value to their shares of the Delaware corporation. All references in this
Statement of Additional Information to the Fund and all financial and other
information about the Fund prior to such reorganization are to the Fund as a
Delaware corporation. All references after such reorganization are to the Fund
as a series of the Trust. On February 14, 1997, the name of the Trust was
changed to Berger Omni Investment Trust and the name of the Fund was changed to
the Berger Small Cap Value Fund.

The Trust is authorized to issue an indefinite number of shares of
beneficial interest having a par value of $0.01 per share, which may be issued
in any number of series. Currently, the Fund is the only series established
under the Trust, although others may be added in the future. The shares of each
series of the Trust are permitted to be divided into classes. Currently, the
Fund issues two classes of shares, although others may be added in the future.

Under the Fund's Declaration of Trust, each trustee will continue in
office until the termination of the Trust or his or her earlier death,
resignation, incapacity, retirement or removal. Vacancies will be filled by a
majority vote of the remaining trustees, subject to the provisions of the
Investment Company Act of 1940. Shareholders have the power to vote for the
election and removal of trustees, to terminate or reorganize the Trust, to amend
the Declaration of Trust, and on any other matters on which a shareholder vote
is required by the Investment Company Act of 1940, the Declaration of Trust, the
Trust's bylaws or the trustees.

DELAWARE BUSINESS TRUST INFORMATION. Under Delaware law, shareholders
of the Funds organized as series of Delaware Business Trusts will enjoy the same
limitations on personal liability as extended to stockholders of a Delaware
corporation. Further, the Trust Instruments of those Trusts 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 Trusts or any particular series (fund) of the Trusts. However, the
principles of law governing the limitations of liability of beneficiaries of a
business trust have not been authoritatively established as to business trusts
organized under the laws of one jurisdiction but operating or owning property in
other jurisdictions. In states that have adopted legislation containing
provisions comparable to the Delaware Business Trust Act, it is believed that
the limitation of liability of beneficial owners provided by Delaware law should
be respected. In those jurisdictions that have not adopted similar legislative
provisions, it is possible that a court might hold that the shareholders of the
Trusts are not entitled to the limitations of liability set forth in Delaware
law or the Trust Instruments and, accordingly, that they may be personally
liable for the obligations of the Trusts.

In order to protect shareholders from such potential liability, the
Trust Instruments require that every written obligation of the Trusts or any
series thereof contain a statement to the effect that such obligation may only
be enforced against the assets of the Trusts or such series. The Trust
Instruments 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 Trusts 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 shareholder of the Funds in those Trusts
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 Trusts believe that the risk of personal liability to shareholders of the
Fund

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<PAGE>

is therefore remote. The trustees intend to conduct the operations of the
Trusts and the Funds so as to avoid, to the extent possible, liability of
shareholders for liabilities of the Trusts or the Funds.

MASSACHUSETTS BUSINESS TRUST INFORMATION. Under Massachusetts law,
shareholders of the Berger Small Cap Value Fund could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Declaration of Trust of the Berger Omni Investment Trust, of which
the Fund is a series, disclaims shareholder liability for acts or obligations of
the Fund and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Fund or the trustees.
The Declaration of Trust provides for indemnification out of the property of the
Fund for all loss and expense of any shareholder of the Fund held personally
liable for the obligations of the Fund. Accordingly, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund would be unable to meet its obligations. The
Trust believes that the risk of personal liability to shareholders of the Fund
is therefore remote. The trustees intend to conduct the operations of the Fund
to avoid, to the extent possible, liability of shareholders for liabilities of
the Fund.

CORPORATE GOVERNANCE INFORMATION PERTAINING TO ALL FUNDS. 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 Growth and Income Fund or any of the
Trusts so request, a special shareholders' meeting of that Fund or Trust will be
held for the purpose of considering the removal of a director or trustee, 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 any of those Funds or Trusts so
request. Subject to certain limitations, the Funds/Trusts will facilitate
appropriate communications by shareholders desiring to call a special meeting
for the purpose of considering the removal of a director or trustee.

Shareholders of the Funds and, where applicable, the other series of
the same business trust, generally vote separately on matters relating to those
respective series, although they vote together and with the holders of any other
series of the same business trust 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 the Funds have non-cumulative 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.

Shares of the Funds have no preemptive rights. There are no sinking
funds or arrearage provisions which may affect the rights of the Fund shares.
Fund shares have no subscription rights or conversion rights, except that
shareholders of any class of the Berger Small Cap Value Fund may convert their
shares into shares of any other class of the Fund in the event and only in the
event the shareholder ceases to be eligible to purchase or hold shares of the
original class, or becomes eligible to purchase shares of a different class, by
reason of a change in the shareholder's status under the conditions of
eligibility in effect for such class at that time. Shares of the Funds may be
transferred by endorsement, or other customary methods, but none of the Funds is
bound to recognize any transfer until it is recorded on its books.

MORE INFORMATION ON SPECIAL FUND STRUCTURES

MULTI-CLASS. All of the Funds are permitted to divide their shares
into classes. However, currently, only the Berger Small Cap Value Fund has
divided its shares into classes and has two classes of shares outstanding, the
Investor Shares covered by this SAI and the Institutional Shares

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offered through a separate Prospectus and SAI. The Berger Small Cap Value Fund
implemented its multi-class structure by adopting a Rule 18f-3 Plan under the
1940 Act permitting it to issue its shares in classes. The Fund's Rule 18f-3
Plan governs such matters as class features, dividends, voting, allocation of
income and expenses between classes, exchange and trustee monitoring of the
Plan. Each class is subject to such investment minimums and other conditions of
eligibility as are set forth in the relevant prospectus for the class, as it may
be amended from time to time. Institutional Shares are designed for
institutional, individual and other investors willing to maintain a higher
minimum account balance, currently set at $100,000. Information concerning
Institutional Shares is available from the Fund at 1-800-706-0539.

Subject to the Trust's Declaration of Trust and any other applicable
provisions, the trustees of the Trust have the authority to create additional
classes, or change existing classes, from time to time, in accordance with Rule
18f-3 under the Act.

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

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

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

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

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

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

The trustees of the Berger/BIAM Worldwide Funds Trust and the
Berger/BIAM Worldwide Portfolios Trust are the same individuals. A majority of
the trustees of each of those Trusts who are not "interested persons" (as
defined in the Investment Company Act of 1940) of either Trust have adopted
written procedures reasonably appropriate to deal with potential conflicts of
interest arising from the fact that the same individuals are trustees of both
Trusts, up to and including creating a new board of trustees for one or the
other of the Trusts.

PRINCIPAL SHAREHOLDERS

Insofar as the management of the Funds is aware, as of __________, 1997, no
person owned, beneficially or of record, more than 5% of the outstanding shares
of any of the Funds, except for the following:

OWNER FUND PERCENTAGE
- ---------------------------------------------------------------------------
Charles Schwab & Co. Inc. Berger New Generation Fund 16.46%
("Schwab")
101 Montgomery Street Berger Small Company Growth Fund 24.88%
San Francisco, CA 94104
Berger Small Cap Value Fund 20.91%

Berger 100 Fund 25.06%

Berger/BIAM International Fund 22.39%

Berger Growth and Income Fund 27.75%

National Financial Berger New Generation Fund 7.84%
Services Corporation
("Fidelity") Berger Small Company Growth Fund 7.99%
82 Devonshire Street,
R20A Berger Small Cap Value Fund (Investor 19.63%
Boston, MA 02109 Shares)

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<PAGE>

In addition, Schwab owns of record 24.39%, and Fidelity owns of record
7.98%, of all the outstanding shares of the Berger Investment Portfolio Trust,
of which the Berger New Generation Fund, the Berger Small Company Growth Fund
and the Berger Balanced Fund are series. Schwab also owns of record 9.53%, and
Fidelity owns of record 8.95%, of all the outstanding shares of the Berger Omni
Investment Trust, of which the Berger Small Cap Value Fund - Investor Shares
are one class of the only outstanding series.

According to information provided by Schwab and Fidelity, Schwab and
Fidelity hold such shares as nominee for the beneficial owners of such shares
(none of whom own more than 5% of any of the Fund's outstanding shares), and
with respect to such shares, Schwab and Fidelity have no investment discretion
and, as nominee holders, only limited discretionary voting power.

DISTRIBUTION

Berger Distributors, Inc., as the Funds' Distributor, is the principal
underwriter of all the Funds' shares. The Distributor is a wholly-owned
subsidiary of Berger Associates. 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 a
Fund in connection with the sale of the Fund's shares in all states in which the
shares are eligible for sale and in which the Distributor is qualified as a
broker-dealer.

Each of the Funds and the Distributor are parties to a Distribution
Agreement that continues through April 1998 or 1999, and thereafter from year to
year if such continuation is specifically approved at least annually by the
directors or 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 directors or trustees who
are not "interested persons" (as that term is defined in the Investment Company
Act of 1940) of the Fund 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 shares of the Funds
and solicits orders to purchase Fund shares at net asset value. The Distributor
is not compensated for its services under the Distribution Agreement, but may be
reimbursed by Berger Associates for its costs in distributing Fund shares.

OTHER INFORMATION

Davis, Graham & Stubbs LLP, 370 Seventeenth Street, Denver, Colorado,
acts as counsel to the Funds.

Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, acted
as independent accountants for each Fund then in existence for the fiscal year
ended September 30, 1997.

The Funds have each filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities of the Funds of which this Statement of
Additional Information is a part. If further information is desired with respect
to any of the Funds or such securities, reference is made to the Registration
Statements and the exhibits filed as a part thereof.

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<PAGE>

FINANCIAL INFORMATION

The statements of assets and liabilities, including the schedules of
investments, and the related statements of operations and of changes in net
assets and the financial highlights for the Funds for the fiscal year ended
September 30, 1997, and in each case the Report of Independent Accountants
thereon dated ______________, 1997, are incorporated by reference into this
Statement of Additional Information from the Annual Report to Shareholders dated
September 30, 1997, for each of the Funds. A copy of the 1997 Annual Report for
each of the Funds is enclosed with this Statement of Additional Information.

The reports of the Funds' prior independent accountants, to the extent
they cover the financial highlights for any of the Funds for any of the years
ended September 30, 1994 or 1993, or for the years ended December 31, 1996,
1995, 1994 or 1993, in the case of the Berger Small Cap Value Fund, are
incorporated by reference into this Statement of Additional Information from the
Annual Report to Shareholders for each of those Funds covering those periods. A
copy of those Annual Reports may be obtained upon request without charge by
calling the Funds at 1-800-333-1001.

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<PAGE>

APPENDIX A

HIGH-YIELD/HIGH-RISK SECURITIES

Each of the Funds 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, a Fund will not purchase any
security in default at the time of purchase. None of the Funds will 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, a Fund 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 a Fund's percentage limits for investments rated below investment grade,
unless the Fund's advisor deems such securities to be the equivalent of
investment grade. If securities purchased by a Fund are downgraded following
purchase, or if other circumstances cause the Fund to exceed its percentage
limits on assets invested in securities rated below investment grade, the
director or trustees of the Fund, in consultation with the Fund's 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 a Fund 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 a Fund'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 a Fund to value, particular 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

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<PAGE>

a period of time between the issuance of a rating and the update of the rating,
during which time a published rating may be inaccurate.

KEY TO MOODY'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

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

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

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<PAGE>

KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

-64-
<PAGE>

BERGER 100 FUND

PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS:

(a) FINANCIAL STATEMENTS. Condensed financial information is
included in the Prospectus. The following financial statements are incorporated
by reference from the Fund's Annual Report dated September 30, 1997, into the
Statement of Additional Information:

Report of the Independent Accountants, dated October ___, 1997; Schedule of
Investments as of September 30, 1997; Statement of Assets and Liabilities as of
September 30, 1997; Statement of Operations for the Year Ended September 30,
1997; Statement of Changes in Net Assets for the Years Ended September 30, 1997
and 1996; Notes to Financial Statements, September 30, 1997; and Financial
Highlights for the periods indicated.

(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

None.

Item 26. NUMBER OF HOLDERS OF SECURITIES

The number of record holders of Capital Stock of the Registrant (the only
class of securities outstanding) as of October 24, 1997, was as follows:

(1) (2)

Number of
Title of Class Record Holders
-------------- --------------

Capital Stock 158,794

Item 27. INDEMNIFICATION

Article XXVII, Section 7 of the Fund's Bylaws provides for indemnification
of certain persons acting on behalf of the Fund to the full extent permitted by
the Maryland General

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<PAGE>

Corporation Law and the Investment Company Act of 1940. In general, directors,
officers and employees will be indemnified against liability and against all
expenses of litigation incurred by them in connection with any claim, action,
suit or proceeding (or settlement of same) in which they become involved by
virtue of their Fund 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 Fund or, in the case of criminal proceedings, unless they had
reasonable cause to believe that their conduct was unlawful. The Fund also may
advance money for these expenses, provided that the director, officer or
employee undertakes to repay the Fund if his conduct is later determined to
preclude indemnification. The Fund has the power to purchase insurance on
behalf of its directors, officers, employees and agents, whether or not it would
be permitted or required to indemnify them for any such liability under the
Bylaws or applicable law, and the Fund 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 ADVISER

The business of Berger Associates, Inc., the investment adviser of the
Fund, is described in the Prospectus under the heading "Organization of the
Berger Fund Family -- Fund Organization and Expenses" and in the Statement 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 directors of Berger Associates (current and for the past two years)
is listed in Schedules A and D of Berger Associates' Form ADV as filed with the
Securities and Exchange Commission (File No. 801-9451, dated September 29,
1997), which information from such schedules is incorporated herein by
reference.

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<PAGE>

Item 29. PRINCIPAL UNDERWRITERS

(a) Investment companies (other than the Fund) for which the
Registrant's principal underwriter also acts as principal underwriter:

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 Omni Investment Trust
- --Berger Small Cap Value Fund
Berger Institutional Products Trust
- --Berger IPT - 100 Fund
- --Berger IPT - Growth and Income Fund
- --Berger IPT - Small Company Growth Fund
- --Berger/BIAM IPT - International Fund
Berger/BIAM Worldwide Funds Trust
- --Berger/BIAM International Fund
- --International Equity Fund
- --Berger/BIAM International CORE Fund

(b) For Berger Distributors, Inc.:

- --------------------------------------------------------------------
Name Positions and Positions and
Offices with Offices with
Underwriter Registrant
- --------------------------------------------------------------------
Craig D. Cloyed President and None
Director
- --------------------------------------------------------------------
David G. Mertens Vice President and None
Director
- --------------------------------------------------------------------
David J. Schultz Chief Financial Assistant Treasurer
Officer
- --------------------------------------------------------------------
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 business address of each of the
other persons in the table above is 210 University Blvd., Suite 900, Denver, CO
80206.

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<PAGE>

Item 30. LOCATION OF ACCOUNTS AND RECORDS

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

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

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

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 5 of the Statement of
Additional Information for a discussion of the Recordkeeping and Pricing Agent
Agreement entered into between the Registrant and IFTC and the Administrative
Services Agreement entered into between the Registrant and Berger Associates,
Inc., investment adviser to the Registrant.

Item 32. UNDERTAKINGS

A. The 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 director of the Registrant and facilitating shareholder
communications related to such meetings:

1. The Board of Directors will promptly call a meeting of
shareholders for the purpose of voting upon the removal of any
director of the Registrant when requested in writing to do so by

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<PAGE>

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 Board of Directors 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 Board a form of communication and
request which they wish to transmit, the Board of Directors
within 5 business days after receipt of such application either
will (a) give such applicants access to a list of the names and
addresses of all shareholders of record of the Registrant, or (b)
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 Board of Directors elects to follow the course specified
in clause (b), above, the Board of Directors, 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 Board of Directors 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 directors 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.

4. If the Commission enters an order either refusing to sustain any
of the Board's objections or declaring that any objections
previously sustained by the Commission have been resolved by the
applicants, the Board of Directors will cause

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<PAGE>

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.

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

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
its 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 31st day of October, 1997.

THE ONE HUNDRED FUND, INC.
--------------------------
(Registrant)

By /s/ Gerard M. Lavin
-------------------------------------------

Name: Gerard M. Lavin
----------------------------------------

Title: President
---------------------------------------

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

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

Gerard M. Lavin President (Principal October 31, 1997
- ------------------------------ Executive Officer)
Gerard M. Lavin and Director

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<PAGE>

Kevin R. Fay Vice President, October 31, 1997
- ------------------------------ Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)

/s/ Dennis E. Baldwin Director October 31, 1997
- ------------------------------
Dennis E. Baldwin*

/s/ William M.B. Berger Director October 31, 1997
- ------------------------------
William M.B. Berger*

/s/ Louis R. Bindner Director October 31, 1997
- ------------------------------
Louis R. Bindner*

/s/ Katherine A. Cattanach Director October 31, 1997
- ------------------------------
Katherine A. Cattanach*

/s/ Lucy Black Creighton Director October 31, 1997
- ------------------------------
Lucy Black Creighton*

/s/ Paul R. Knapp Director October 31, 1997
- ------------------------------
Paul R. Knapp*

/s/ Harry T. Lewis, Jr. Director October 31, 1997
- ------------------------------
Harry T. Lewis, Jr.*

/s/ Michael Owen Director October 31, 1997
- ------------------------------
Michael Owen*

/s/ William Sinclaire Director October 31, 1997
- ------------------------------
William Sinclaire*

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

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<PAGE>

BERGER 100 FUND
EXHIBIT INDEX

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

* Exhibit 1.1 Articles of Incorporation (3/9/66)
* Exhibit 1.2 Articles of Amendment (10/11/66)
* Exhibit 1.3 Articles Supplementary (10/91)
* Exhibit 1.4 Articles Supplementary (7/93)
* Exhibit 2 Restated Bylaws
Exhibit 3 Not applicable
* Exhibit 4 Specimen Stock Certificate
* Exhibit 5 Form of Investment Advisory
Agreement
** Exhibit 6 EX-99.B6 Form of Distribution Agreement
between the Fund and Berger
Distributors, Inc.
Exhibit 7 Not applicable
* Exhibit 8 Form of Custody Agreement
* Exhibit 9.1 New Account Application
* Exhibit 9.2 Form of Administrative Services
Agreement
* Exhibit 9.3 Form of Recordkeeping and Pricing
Agent Agreement
* Exhibit 9.4 Form of Agency Agreement
* Exhibit 9.5 Services Agreement, dated June 17,
1992, between Berger Associates,
Inc., Charles Schwab & Co., Inc.
and Berger One Hundred Fund, Inc.,
as amended and effective as to the
Fund on February 1, 1993
* Exhibit 10 Opinion and consent of Davis,
Graham & Stubbs LLP
** Exhibit 11 EX-99.B11 Consent of Price Waterhouse LLP
Exhibit 12 Not applicable
Exhibit 13 Not applicable

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<PAGE>

* Exhibit 14.1 Form 5305-A Individual Retirement
Custodial Account and Related
Documents
* Exhibit 14.2 Investment Company Institute
Prototype Money Purchase Pension
and Profit Sharing Plan Basic
Document #01 and Related Documents
* Exhibit 14.3 403(b)(7) Custodial Account
Agreement and Related Documents
* Exhibit 15 Rule 12b-1 Plan, as amended
* Exhibit 16 Computation of Total Return
** Exhibit 17 EX-27.1 Financial Data Schedule
Exhibit 18 Not Applicable

- ------------------------
* Filed previously and incorporated herein by reference.

** To be filed by amendment.

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