AS FILED ON DECEMBER 16, 1996
As filed with the Securities and Exchange Commission
on December 16, 1996
File No. 33-15867
File No. 811-4273
================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM N-1A
______________________
REGISTRATION STATEMENT [X]
UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 11 [X]
and
REGISTRATION STATEMENT [X]
UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 11 [X]
THE OMNI INVESTMENT FUND
(Exact Name of Registrant as Specified in Charter)
53 West Jackson Blvd., Suite 818, Chicago, Illinois 60604
(Address of Principal Executive Offices)
(312) 922-0431
(Registrant's Telephone Number, including Area Code)
ROBERT H. PERKINS
THE OMNI INVESTMENT FUND
53 West Jackson Boulevard
Suite 818
Chicago, Illinois 60604
(Name and address of Agent for Service)
____________________________
<PAGE>
It is proposed that this filing become effective:
[ ] Immediately upon filing pursuant to paragraph (b).
[ ] On (Date) pursuant to paragraph (b).
[X] 60 days after filing pursuant to paragraph (a).
[ ] On (Date) pursuant to Paragraph (a)(1).
[ ] 75 days after filing pursuant to paragraph (a)(2).
[ ] On (date) pursuant to paragraph (a)(2) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new
effective date for a previously filed post-effective
amendment.
Pursuant to Rule 24f-2 under the Investment Company Act of
1940, as amended, the Registrant has registered an indefinite number
of shares, par value $0.01 per share, under the Securities Act of
1933. The Notice pursuant to Rule 24f-2 under the Investment Company
Act of 1940, as amended, for the Registrant's fiscal year ended
December 31, 1996, is anticipated to be filed with the Securities and
Exchange Commission on or about February 28, 1997.
<PAGE>
THE OMNI INVESTMENT FUND
CROSS-REFERENCE SHEET PURSUANT TO RULE 481
I. Berger Small Cap Value Fund Investor Shares
<TABLE>
<CAPTION>
Item No. and Caption in Form N-1A Number of Section
_________________________________ _________________
<S> <S>
A. Prospectus
__________
1. Cover Page Cover Page
2. Synopsis Section 1
3. Condensed Financial Information Section 2
4. General Description of Registrant Sections 3, 4, 5 and 16
5. Management of the Fund Sections 6, 7 and 8
5A. Management's Discussion of Fund PerformanceIn Annual Report
6. Capital Stock and Other Securities Sections 15, 16 and 17
7. Purchase of Securities Being Offered Sections 8, 9, 10, 11,
13 and 14
8. Redemption or Repurchase Section 12
9. Pending Legal Proceedings Not Applicable
B. Statement of Additional Information
___________________________________
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Section 14
13. Investment Objectives and Policies Sections 1 and 2
14. Management of the Fund Section 3 and 4
15. Control Persons and Principal Holders ofSections 3 and 14
Securities
16. Investment Advisory and Other Services Sections 3, 4, 5 and 14
17. Brokerage Allocation and Other PracticesSections 1 and 6
18. Capital Stock and Other Securities Section 14
19. Purchase, Redemption and Pricing of SecuritiesSections 7, 8, 10, 11
Being Offered and 12
20. Tax Status Section 9
21. Underwriters Section 7
22. Calculations of Performance Data Section 13
23. Financial Statements Financial Statements
</TABLE>
<PAGE>
THE OMNI INVESTMENT FUND
CROSS-REFERENCE SHEET PURSUANT TO RULE 481
II. Berger Small Cap Value Fund Institutional Shares
<TABLE>
<CAPTION>
Item No. and Caption in Form N-1A Number of Section
_________________________________ _________________
<S> <S>
A. Prospectus
__________
1. Cover Page Cover Page
2. Synopsis Section 1
3. Condensed Financial Information Section 2
4. General Description of Registrant Sections 3, 4, 5 and 15
5. Management of the Fund Sections 6 and 7
5A. Management's Discussion of Fund PerformanceIn Annual Report
6. Capital Stock and Other Securities Sections 14, 15 and 16
7. Purchase of Securities Being Offered Sections 8, 9, 10, 12
and 13
8. Redemption or Repurchase Section 11
9. Pending Legal Proceedings Not Applicable
B. Statement of Additional Information
___________________________________
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Section 14
13. Investment Objectives and Policies Sections 1 and 2
14. Management of the Fund Section 3 and 4
15. Control Persons and Principal Holders ofSections 3 and 14
Securities
16. Investment Advisory and Other Services Sections 3, 4, 5 and 14
17. Brokerage Allocation and Other PracticesSections 1 and 6
18. Capital Stock and Other Securities Section 14
19. Purchase, Redemption and Pricing of SecuritiesSections 7, 8, 10, 11
Being Offered and 12
20. Tax Status Section 9
21. Underwriters Section 5 and 14
22. Calculations of Performance Data Section 13
23. Financial Statements Financial Statements
</TABLE>
<PAGE>
EXPLANATORY NOTE
This amendment to the Registration Statement of The Omni
Investment Fund contains the following:
Two Prospectuses
One for the Berger Small Cap Value Fund Investor Shares
One for the Berger Small Cap Value Fund Institutional Shares
Two Statements of Additional Information
One for the Berger Small Cap Value Fund Investor Shares
One for the Berger Small Cap Value Fund Institutional Shares
One Part C
<PAGE>
PROSPECTUS BERGER SMALL CAP VALUE FUND
INVESTOR SHARES
The BERGER SMALL CAP VALUE FUND (the "Fund") is a no-load,
diversified mutual fund. The investment objective of the Fund is
capital appreciation. The Fund seeks to achieve this objective by
investing primarily in common stocks of small companies that the
Fund's investment sub-advisor believes are undervalued in the
marketplace relative to their assets, earnings, cash flow or business
franchise. Under normal circumstances, the Fund will invest at least
65% of its assets in common stocks of small companies with market
capitalizations of less than $1 billion at the time of initial
purchase. The balance of the Fund may be invested in common stocks of
companies with market capitalizations in excess of $1 billion, equity
securities other than common stocks, government securities, short-term
investments or other securities described in this Prospectus, if the
sub-advisor believes these are likely to be best suited at that time
to achieve the Fund's objective. Current income is not an investment
objective of the Fund and any income produced will be a by-product of
the effort to achieve the Fund's objective.
This Prospectus offers the class of shares of the Fund designated
as Investor Shares. Investor Shares are available for sale to the
general public, subject to the Fund's regular minimum initial
investment requirement of $2,000 and a minimum subsequent investment
requirement of $50.
The investment advisor and administrator of the Fund is Berger
Associates, Inc. (the "Advisor" or "Berger Associates"). Day-to-day
management of the Fund's investments is provided by Perkins, Wolf,
McDonnell & Company (the "Sub-Advisor" or "PWM"), as the Fund's
investment sub-advisor. The Fund is a series of Berger Omni
Investment Trust, a Massachusetts business trust. Prior to February
14, 1997, the Fund and the Trust were known as The Omni Investment
Fund.
This Prospectus concisely sets forth the information about the
Investor Shares of the Fund that a prospective investor should
consider before investing. Investors are advised to retain this
Prospectus for future reference. Additional information about the
Investor Shares of the Fund has been filed with the Securities and
Exchange Commission. A copy of the Statement of Additional
Information for the Investor Shares, dated February 14, 1997, which is
incorporated in its entirety by reference, is available upon request
without charge by writing to the Fund at P.O. Box 5005, Denver, CO
80217, or by calling 1-800-333-1001.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION,
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Dated February 14, 1997
<PAGE>
Table of Contents
Section Page
_______ ____
1. Fee Tables . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Condensed Financial Information. . . . . . . . . . . . . . . . 2
3. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. Investment Objectives and Policies and Risk Factors. . . . . . 4
5. Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . 7
6. Management and Investment Advice . . . . . . . . . . . . . . . 8
7. Expenses of the Fund . . . . . . . . . . . . . . . . . . . . . 9
8. Policies of the Fund to Promote Sales of Investor Shares . . . 10
9. How to Purchase Shares in the Fund . . . . . . . . . . . . . . 12
10. How the Net Asset Value Is Determined . . . . . . . . . . . . 14
11. Open Account System and Share Certificates. . . . . . . . . . 14
12. How to Redeem or Sell Fund Shares . . . . . . . . . . . . . . 14
13. Exchange Privilege and Systematic Withdrawal Plan . . . . . . 17
14. Tax-Sheltered Retirement Plans. . . . . . . . . . . . . . . . 18
15. Income Dividends, Capital Gains Distributions and Tax Treatment 19
16. Additional Information. . . . . . . . . . . . . . . . . . . . 21
17. Performance . . . . . . . . . . . . . . . . . . . . . . . . . 22
-i-<PAGE>
1. FEE TABLES
SHAREHOLDER TRANSACTION EXPENSES
===============================================================
| Maximum Sales Load Imposed on Purchases | 0% |
|-------------------------------------------------------------|
| Maximum Sales Load Imposed on Reinvested Dividends | 0% |
|-------------------------------------------------------------|
| Deferred Sales Load | 0% |
|-------------------------------------------------------------|
| Redemption Fees | 0%*|
|-------------------------------------------------------------|
| Exchange Fee | 0% |
===============================================================
* There will be a $10 wire service charge if redemption proceeds
are requested by wire.
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
===========================================================================
| | | | | TOTAL |
| |INVESTMENT| | | FUND |
| | ADVISORY | | OTHER |OPERATING|
| | FEE |12B-1 FEE|EXPENSES*| EXPENSES|
|-------------------------------------------------------------------------|
| Berger Small Cap Value Fund | 0.90% | 0.25% | 0.____% | _____% |
| - Institutional Shares** | | | | |
===========================================================================
* Other Expenses primarily include transfer agency fees, shareholder
report expenses, registration fees and custodian fees.
** Based on actual expenses for the Fund's only outstanding class of
shares as of December 31, 1996, restated to reflect expenses borne by
the Investor Shares.
EXAMPLES
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return, and (2) redemption at the end of each
time period:
======================================================================
| | 1 Year | 3 Years | 5 Years | 10 Years
|
- ----------------------------------------------------------------------
- -
| Berger Small Cap Value Fund | $____ | $____ | $____ | $____
|
| - Investor Shares | | | |
|
======================================================================
=
THE EXPENSES SET FORTH IN THE PRECEDING TABLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE ASSUMED 5%
ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE GREATER
OR LESS THAN THE ASSUMED AMOUNT.
-1-<PAGE>
Shares of the 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 Investor Shares.
Simultaneously, other fee and service provider arrangements for the
Fund were changed, including a reduction in the percentage upon which
the advisory fee paid by the Fund is based from an annual rate of
1.00% to 0.90% of the Fund's average daily net assets. Accordingly,
expenses in the tables above are not actual Investor Share expenses,
but are based on actual expenses of the only class of shares
outstanding for the fiscal year ended December 31, 1996, restated to
reflect fees borne by the Investor Shares, as if such fees had been in
effect during that year.
As a result of the 12b-1 fee paid by the Investor Shares of the
Fund, over time long-term shareholders of Investor Shares may pay more
than the economic equivalent of the maximum front-end sales charge
permitted for mutual funds by the National Association of Securities
Dealers, Inc. The investment advisory fee for the Fund is higher than
that paid by most other mutual funds.
The purpose of the preceding tables is to assist the investor in
understanding the various costs and expenses that a shareholder of
Investor Shares of the Fund will bear directly or indirectly. The
Fund's expenses are described in greater detail under "Management and
Investment Advice," "Expenses of the Fund," and "Policies of the Fund
to Promote Sales of Investor Shares."
2. CONDENSED FINANCIAL INFORMATION
On the following page is a table setting forth certain financial
highlights for the Fund. The information provided for each of the
eight fiscal years ended December 31, 1996, has been audited by Ernst
& Young LLP, whose report thereon is incorporated by reference from
the Fund's 1996 Annual Report into the Statement of Additional
Information. The information provided in the table for the fiscal
years ended December 31, 1988 and 1987, was audited by other
independent accountants. The financial data below only cover 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 will cause the Fund's
operating expense ratios after that date to be higher than in the
past. The most recent Annual Report for the Fund, including
additional performance information, may be obtained upon request and
without charge by calling the Fund at 1-800-333-1001.
-2-<PAGE>
BERGER SMALL CAP VALUE FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
For a share outstanding throughout the
year ended December 31
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987<F1>
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE<F2>
NET ASSET VALUE AT BEGINNING OF
PERIOD $ 12.75 13.99 13.39 11.39 9.23 12.19 11.21 10.06 11.33
---- ----- ----- ----- ----- ---- ----- ---- ----- -----
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss) ____ 0.09 (.01) .03 .09 .14 .28 .23 .24 .21
Net realized and unrealized
gain (loss) on investments 3.23 .91 2.14 2.14 2.16 (2.95) 2.71 1.77 (.29)
---- ----- ----- ----- ----- ---- ----- ---- ----- -----
Total from investment
operations 3.32 .90 2.17 2.23 2.30 (2.67) 2.94 2.01 (.08)
DIVIDENDS
Dividends from net
investment income ____ (0.09) 0 (.03) (.10) (.14) (.29) (.22) (.24) (.20)
Dividends from net realized gain
on investments (1.41) (2.14) (1.54) (.13) 0 0 (1.74) (.62) (.99)
---- ----- ----- ----- ----- ----- ----- ---- ----- -----
Total dividends (1.50) (2.14) (1.57) (.23) (.14) (.29) (1.96) (.86) (1.19)
---- ---- ---- ---- ---- ---- ---- --- ---- ----
---- ---- ---- ---- ---- ---- --- ---- ----
NET ASSET VALUE AT END
OF PERIOD $ 14.57 12.75 13.99 13.39 11.39 9.23 12.19 11.21 10.06
==== ===== ===== ===== ===== ===== ===== ==== ===== =====
TOTAL RETURN (%): 26.07 6.74 16.25 19.59 25.01 (21.94) 26.44 20.09 (0.68)
---- ----- ----- ----- ----- ----- ----- ---- ----- -----
Ratios to average net assets (%)<F3>
Expenses ---- 1.64 1.43 1.31 1.41 1.52 1.84 1.78 1.44 1.69
Net investment income (loss) ---- 0.64 (.04) .18 .73 1.24 2.34 1.85 2.33 1.87
Portfolio turnover rate (%) ---- 90 125 108 105 130 146 118 103 189
Average commission rate ____ -- -- -- -- -- -- - -- --
Total net assets at end of
period (in thousands) ____ 31,833 18,270 16,309 14,007 11,940 9,839 13,576 9,976 6,748
- --------------------
<FN>
<F1> Covers the period from February 1, 1987, to December 31, 1987. Effective October 20, 1987, the Fund became publicly
registered under the Investment Company Act of 1940. Prior thereto, its shares were not publicly offered.
<F2> All per share amounts prior to December 31, 1994 have been adjusted for a 10 for 1 share split which occurred
September 30, 1994.
<F3> Annualized.
</TABLE>
-3-<PAGE>
3. INTRODUCTION
The Berger Small Cap Value Fund is a mutual fund or, to use the
technical name, a diversified open-end, management investment company.
The Fund is a "no-load" fund, meaning that a buyer pays no commissions
or sales load when buying shares of the Fund, although the Investor
Shares of the Fund pay certain costs of distributing those shares.
See "Policies of the Fund to Promote Sales of Investor Shares."
4. INVESTMENT OBJECTIVES AND POLICIES AND RISK FACTORS
The investment objective of the Fund is capital appreciation.
The Fund seeks to achieve this objective by investing primarily in
common stocks of small companies that the Fund's Sub-Advisor believes
are undervalued in the marketplace relative to their assets, earnings,
cash flow or business franchise. Under normal circumstances, the Fund
will invest at least 65% of its assets in common stocks of small
companies with market capitalizations of less than $1 billion at the
time of initial purchase. Market capitalization is defined as total
current market value of a company's outstanding common stock. The
balance of the Fund may be invested in common stocks of companies with
market capitalizations in excess of $1 billion, equity securities
other than common stocks, government securities, short-term
investments or other securities described on the following pages, if
the Sub-Advisor believes these are likely to be best suited at that
time to achieve the Fund's objective. Current income is not an
investment objective of the Fund and any income produced will be a by-
product of the effort to achieve the Fund's objective.
In selecting stocks for the Fund's portfolio, the Sub-Advisor
will seek out companies whose current stock price appears undervalued
in the marketplace, which may include companies with relatively low
price-to-book value ratios or low price-to-earnings multiples, or
companies which, in the view of the Sub-Advisor, have significant
growth potential and are out-of-favor with or have not yet been
discovered by the broader investment community. The Sub-Advisor
strives to identify industries that operate in a favorable competitive
and regulatory environment and companies within these industries that
exhibit growth characteristics. Attention is placed on companies
which have products or services, management or other advantages over
their competitors, with a strong emphasis on companies with a quality
balance sheet and the potential ability to generate earnings and cash
flow, and which tend to reinvest their income instead of declaring
cash dividends.
The Sub-Advisor's philosophy is to weigh downside risk before
considering upside potential. Accordingly, the Sub-Advisor will focus
on capital preservation, as opposed to the often temporary rewards of
participating in passing market trends, desiring not only to
outperform broad market averages in bull markets, but to outperform
these averages during periods of decline.
-4-<PAGE>
The Fund's investment objective is considered fundamental,
meaning that it cannot be changed without a shareholders' vote. There
can be no assurance that the Fund's investment objective will be
realized. Since the shares of the Fund primarily represent an
investment in common stocks, investors should realize that the net
asset value of the Fund will reflect changes in the market value of
the securities held in the Fund's portfolio, and the value of a Fund
share will therefore go up and down. Investments in the types of
companies sought by the Fund may involve greater risks and volatility
than more traditional equity investments due to some of these
companies potentially having limited product lines, reduced market
liquidity for the trading of their shares and less depth in management
than more established companies. For this reason, the Fund is not
intended as a complete or balanced investment vehicle but rather as an
investment for persons who are in a financial position to assume
greater risk and share price volatility over time. Realizing the full
potential of these types of companies frequently takes time. As a
result, the Fund should be considered as a long-term investment
vehicle.
The Fund may increase its investment in government securities,
and other short-term, interest-bearing securities without limit when
the Sub-Advisor believes market conditions warrant a temporary
defensive position, during which period it may be more difficult for
the Fund to achieve its investment objective. The following is
additional information about some of the other specific types of
securities and other instruments in which the Fund may invest:
SECURITIES OF SMALLER COMPANIES. The Fund will invest in
securities of companies with small 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.
SPECIAL SITUATIONS. The 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.
-5-<PAGE>
UNSEASONED ISSUERS. The Fund may invest to a limited degree in
securities of unseasoned issuers. Unseasoned issuers are companies
with a record of less than three years' continuous operation, even
including the operations of any predecessors and parents. Unseasoned
issuers by their nature have only a limited operating history which
can be used for evaluating the company's growth prospects. As a
result, investment decisions for these securities may place a greater
emphasis on current or planned product lines and the reputation and
experience of the company's management and less emphasis on
fundamental valuation factors than would be the case for more mature
growth companies. In addition, many unseasoned issuers may also be
small companies and involve the risks and price volatility associated
with smaller companies. The Fund may invest up to 5% of its total
assets in securities of unseasoned issuers.
FOREIGN SECURITIES. The Fund may invest in both domestic and
foreign securities. Investments in foreign securities involve some
risks that are different from the risks of investing in securities of
U.S. issuers, such as the risk of fluctuations in the value of the
currencies in which they are denominated, the risk of adverse
political and economic developments and, with respect to certain
countries, the possibility of expropriation, confiscatory taxation or
limitations on the removal of funds or other assets of the Fund.
Securities of some foreign companies, particularly those of developing
countries, are less liquid and more volatile than securities of
comparable domestic companies. A developing country generally is
considered to be in the initial stages of its industrialization cycle.
Investing in the securities of developing countries may involve
exposure to economic structures that are less diverse and mature, and
to political systems that can be expected to have less stability than
developed countries. There also may be less publicly available
information about foreign issuers than domestic issuers, and foreign
issuers generally are not subject to the uniform accounting, auditing
and financial reporting standards and practices applicable to domestic
issuers. Delays may be encountered in settling certain foreign
securities transactions and the Fund will incur costs in converting
foreign currencies into U.S. dollars. The Fund will consider the
political and economic conditions in a country, the prospect for
changes in the value of its currency and the liquidity of an
investment in that country's securities markets in selecting
investments in foreign securities.
HEDGING TRANSACTIONS. The Fund is authorized to make limited use
of certain types of put and call options, but only for the purpose of
hedging, that is, protecting against the risk of market movements that
may adversely affect the value of the Fund's securities or the price
of securities that the Fund is considering purchasing. Although a
hedging transaction may, for example, partially protect the Fund from
a decline in the value of a particular security or its portfolio
generally, hedging may also limit the 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. The
following is a summary of the options which the Fund may utilize,
provided that no more than 5% of the Fund's net assets at the time of
purchase may be utilized as premiums for options.
An option gives the holder the right, but not the obligation, to
purchase or sell something (such as a security) at a specified price
at any time until the expiration date. An option on a securities
index is similar, except that upon exercise, settlement is made in
cash rather than in specific securities. The Fund may only write call
options (that is, issue options that obligate the Fund to deliver if
the option is exercised by the holder) that are "covered" and only up
to 10% of the Fund's net assets. A call option is considered
"covered" if the Fund already owns the security on which the option is
written or, in the case of an option written on a securities index, if
the Fund owns a portfolio of securities believed likely to
substantially replicate movement of the index.
Use of call options written by the Fund involves the potential
for a loss that may exceed the premium received for the option.
However, the Fund will be 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 security. To help ensure that the Fund will be able to meet
its obligations under options written by the 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.
-6-<PAGE>
The principal risks of the Fund utilizing options are:
(a) losses resulting from market movements not anticipated by the
Fund; (b) possible imperfect correlation between movements in the
prices of options and movements in the prices of the securities or
positions hedged or used to cover such positions; (c) lack of
assurance that a liquid secondary market will exist for any particular
options at any particular time, and possible exchange-imposed price
fluctuation limits, either of which may make it difficult or
impossible to close a position when so desired; (d) the need for
additional information and skills beyond those required for the
management of a portfolio of traditional securities; and (e) possible
need to defer closing out certain options contracts in order to
continue to qualify for beneficial tax treatment afforded "regulated
investment companies" under the Internal Revenue Code of 1986, as
amended. In addition, when 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. Additional detail concerning the
Fund's use of options and the risks of such investments can be found
in the Statement of Additional Information.
INVESTMENT RESTRICTIONS
The Fund has adopted a number of other restrictions on its
investments and other activities that may not be changed without
shareholder approval. For example, as to 75% of its total assets, the
Fund may not purchase securities of any issuer (except U.S. Government
securities) if, immediately after and as a result of such purchase,
the value of the Fund's holdings in the securities of that issuer
exceeds 5% of the value of its total assets or it owns more than 10%
of the outstanding voting securities of such issuer. In addition, the
Fund may invest no 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.
The investment restrictions described above and in the
Statement of Additional Information that involve a maximum percentage
of securities or assets will not be considered to be violated unless
an excess over the percentage occurs after, and is caused by, an
acquisition or encumbrance of securities or assets of the Fund.
"Value" for the purposes of all investment restrictions shall mean the
value used in determining the Fund's net asset value. Additional
investment restrictions are described in the Statement of Additional
Information.
5. PORTFOLIO TURNOVER
The Fund intends to purchase and hold common stocks for
capital appreciation. Changes in the portfolio will be made, however,
whenever the Fund's Sub-Advisor believes they are advisable, either as
a result of common stocks having reached a price objective or by
reason of developments not foreseen at the time of the investment
decision, such as changes in the economics of an industry or a
particular company. These investment changes will usually be
-7-<PAGE>
made without reference to the length of time a security has been held,
and there may, therefore, be a significant number of short-term
transactions. In addition, portfolio turnover may increase as a
result of large amounts of purchases and redemptions of shares of the
Fund due to economic, market or other factors that are not within the
control of management. The annual portfolio turnover rate of the Fund
may at times exceed 100%. An annual turnover rate of 100% or more
would be higher than that of most other funds. Increased portfolio
turnover would necessarily result in correspondingly higher brokerage
costs for the Fund and may result in the acceleration of net taxable
gains. The portfolio turnover rate is shown in the Financial
Highlights table on page 3.
8. MANAGEMENT AND INVESTMENT ADVICE
The trustees of the Fund are responsible for major decisions
relating to the Fund's policies and objective. They also oversee the
operation of the Fund by its officers and review the investment
performance of the Fund on a regular basis.
THE ADVISOR
The investment advisor to the Fund is Berger Associates,
Inc. (the "Advisor" or "Berger Associates"), 210 University Boulevard,
Suite 900, Denver, CO 80206. Berger Associates became the Fund's
investment advisor on February 14, 1997, following shareholder
approval of a new Investment Advisory Agreement between the Fund and
the Advisor. The Advisor is responsible for managing the investment
operations of the Fund and the composition of its investment
portfolio. The Advisor is permitted to engage a sub-advisor for the
Fund. The Advisor also acts as the Fund's administrator and is
responsible for such functions as monitoring the Fund's compliance
with all applicable federal and state laws.
The Advisor has been in the investment advisory business for
over 20 years. It serves as investment advisor or sub-advisor to
mutual funds, pension and profit-sharing plans, and institutional and
private investors, and had assets under management of more than $3.6
billion as of September 30, 1996. Kansas City Southern Industries,
Inc. ("KCSI") owns approximately 80% of the outstanding shares of the
Advisor. 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 Fund's sub-transfer
agent.
THE SUB-ADVISOR
Perkins, Wolf, McDonnell & Company (the "Sub-Advisor" or
"PWM"), 53 West Jackson Boulevard, Suite 818, Chicago, Illinois 60604,
has been engaged as the Fund's investment sub-advisor. The Sub-
Advisor 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,
-8-<PAGE>
Wolf, McDonnell & Company. The Sub-Advisor is a member of the
National Association of Securities Dealers, Inc. (the "NASD") and, in
1984, became registered as an investment adviser with the Securities
and Exchange Commission.
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 the
Advisor and the Sub-Advisor.
Robert H. Perkins is the individual who is primarily
responsible for the day-to-day management of the Fund's portfolio.
Mr. Perkins has held such responsibility and has been employed by the
Sub-Advisor since the Fund commenced operations in 1985. Mr. Perkins
owns 49% of the Sub-Advisor's outstanding common stock and serves as
Secretary and a director of the Sub-Advisor. Gregory E. Wolf owns 20%
of the Sub-Advisor's outstanding common stock and serves as President
and a director of the Sub-Advisor.
ADVISORY FEES
Under the Investment Advisory Agreement for the Fund, the
Advisor is compensated for its services to the Fund by the payment of
a fee at the annual rate of 0.90% of the average daily net assets of
the Fund. The Fund pays no fees directly to the Sub-Advisor. The
Sub-Advisor receives from the Advisor a fee at the annual rate of
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.
7. EXPENSES OF THE FUND
The Fund has appointed Investors Fiduciary Trust Company
("IFTC") as its recordkeeping and pricing agent to calculate the daily
net asset value of the Fund and to perform certain accounting and
recordkeeping functions required by the Fund. In addition, IFTC also
serves as the Fund's custodian, transfer agent and dividend disbursing
agent. IFTC has engaged DST as sub-agent to provide transfer agency
and dividend disbursing services for the Fund. As noted above,
approximately 41% of the outstanding shares of DST are owned by KCSI.
For custodian, recordkeeping and pricing services, the Fund
pays fees to IFTC based on a percentage of its assets, subject to
certain minimums. The Fund also pays a monthly fee based primarily on
the number of accounts maintained on behalf of the Fund for transfer
agency and dividend disbursing services, which fees are paid by the
Fund to IFTC and in turn passed through to DST as sub-agent. In
addition, the Fund reimburses IFTC and DST for certain out-of-pocket
expenses.
The Fund and/or Berger Associates may enter into
arrangements with certain organizations (broker-dealers, recordkeepers
and administrators) to provide sub-transfer agency,
-9-<PAGE>
recordkeeping, shareholder communications, sub-accounting and/or other
services to investors purchasing shares of the Fund through investment
programs or pension plans established or serviced by those
organizations. The Fund and/or Berger Associates may pay fees to
these organizations for their services. Any such fees paid by the
Fund will be for services that otherwise would be provided or paid for
by the Fund if all the investors who own Fund shares through these
organizations were registered record holders of shares in the Fund.
The trustees of the Fund have authorized Berger Associates
to place portfolio transactions 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.
In addition, under a separate Administrative Services
Agreement with the Fund, Berger Associates performs certain
administrative and recordkeeping services not performed by other
service providers, including compliance monitoring and the preparation
of financial statements and reports to be filed with regulatory
authorities. The Fund pays Berger Associates a fee at the annual rate
of 1/100 of 1% (0.01%) of its average daily net assets for such
services. The Fund also incurs other expenses, including accounting,
administrative and legal expenses.
DISTRIBUTOR
The distributor (principal underwriter) of the Fund's shares
is Berger Distributors, Inc. (the "Distributor"), 210 University
Boulevard, Suite 900, Denver, CO 80206. The Distributor may be
reimbursed by Berger Associates for its costs in distributing Investor
Shares. See "Policies of the Fund to Promote Sales of Investor
Shares" below. The Distributor is a wholly-owned subsidiary of Berger
Associates, and certain officers of the Fund are officers or directors
of the Distributor.
8. POLICIES OF THE FUND TO PROMOTE SALES OF INVESTOR SHARES
The Fund has adopted a 12b-1 plan (the "Plan") for the
Investor Shares pursuant to Rule 12b-1 under the Investment Company
Act of 1940, which permits the Fund to pay certain costs for the
distribution of Investor Shares. The Plan provides for the payment to
Berger Associates of a 12b-1 fee of .25 of 1% (0.25%) per annum of the
Fund's average daily net assets attributable to Investor Shares to
finance activities primarily intended to result in the sale of
Investor Shares.
The expenses paid by Berger Associates may include, but are
not limited to, payments made to, and costs incurred by, the Fund's
principal underwriter in connection with the distribution of Investor
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
-10-<PAGE>
connection with, the distribution of Investor Shares, such as
answering routine telephone inquiries and processing shareholder
requests for information; compensation (including incentive
compensation and/or continuing compensation based on the amount of
customer assets maintained in the Fund) paid to securities dealers,
financial institutions and other organizations which render
distribution and administrative services in connection with the
distribution of Investor Shares, including services to holders of
Investor 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 Investor Shares; costs involved in preparing, printing
and distributing sales literature for Investor Shares; costs involved
in obtaining whatever information, analyses and reports with respect
to market and promotional activities on behalf of the Fund relating to
the Investor Shares that Berger Associates deems advisable; and such
other costs relating to the Investor Shares as the Trust may from time
to time reasonably deem necessary or appropriate in order to finance
activities primarily intended to result in the sale of Investor
Shares. Such 12b-1 fee payments are to be made by the 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. Payments made
pursuant to the Plan are imposed only against the assets of the Fund
attributable to the Investor Shares.
From time to time the Fund may engage in activities which
jointly promote the sale of the Investor 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 trustees.
The current 12b-1 Plan will continue in effect until the end
of April 1997, and from year to year thereafter if approved at least
annually by the Fund's trustees and those 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 Plan may not be amended to increase materially the
amount to be spent on distribution of Investor Shares without
shareholder approval.
The trustees of the Fund have authorized Berger Associates
to consider sales of shares of the Fund by a broker-dealer and the
recommendations of a broker-dealer to its customers that they purchase
Fund shares as factors in the selection of broker-dealers to execute
portfolio transactions for the Fund. In placing portfolio business
with such broker-dealers, Berger Associates will seek the best
execution of each transaction.
-11-<PAGE>
9. HOW TO PURCHASE SHARES IN THE FUND
(i) Minimum Initial Investment -- $2,000.00. To purchase
shares in the Fund, simply complete the application form enclosed with
this Prospectus. Then mail it along with a check made payable to
"Berger Funds" in care of DST Systems, Inc., the Fund's sub-transfer
agent, as follows:
Berger Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141
A confirmation indicating the details of the transaction will be sent
to you promptly. Unless you specify full shares only, the purchase
will be made in full and fractional shares calculated to three decimal
places.
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 Fund and may
impose other charges or restrictions different from those applicable
to shareholders who invest in the Fund directly. Fees charged by
these organizations will have the effect of reducing a shareholder's
total return on an investment in Fund shares. No such charge will be
paid by an investor who purchases shares directly from the Fund as
described above.
The Fund will, at its discretion, accept orders transmitted
by these organizations although not accompanied by payment for the
shares being purchased. Payment must be received by the Fund within
three business days after acceptance of the order. The price at which
a purchase will be effected is based on the next calculation of net
asset value after the order is received by the Fund's transfer agent,
sub-transfer agent or any other authorized agent of the Fund.
(ii) Minimum Subsequent Investments -- $50.00.
Shareholders may, at any time, purchase additional shares subject to a
minimum investment of $50.00. A check made payable to "Berger Funds"
in the amount to be invested, should be sent to the Berger Funds, c/o
DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141. Please be
sure to give your name and account number. You will receive a
confirmation of every transaction.
(iii) Automatic Investment Plan. By completing the
Automatic Investment Plan section of the application, you may
authorize the Fund to debit your bank account for the periodic
purchase of shares on or about the 5th or 20th day of each month.
Automatic investments are subject to the minimum initial investment of
$2,000, a minimum investment of
-12-<PAGE>
$50.00 per month and are unrestricted as to the permitted maximum.
You will receive confirmation of automatic investments after the end
of each calendar quarter.
(iv) Telephone and On-line Investments. The Fund will, at
its discretion, accept purchase orders from existing shareholders by
telephone, or via their personal computer, through on-line service
providers or other on-line access points approved by the Fund,
although not accompanied by payment for the shares being purchased.
To receive the net asset value for a specific day, a telephone or on-
line purchase request must be received before the close of the New
York Stock Exchange on that day. Payment for shares ordered on-line
must be made by electronic funds transfer. Payment for shares ordered
by telephone must be received by the Fund's transfer agent within
three business days after acceptance of the order. In order to make
sure that payment is received on time, shareholders are encouraged to
remit payment by electronic funds transfer. Shareholders may also
remit payment by wire or by overnight delivery. If payment is not
received on time, the Fund may cancel the order and redeem shares held
in the shareholder's account to compensate the Fund for any decline in
the value of the purchased shares. Telephone and on-line purchase
orders may not exceed four times the value of an account on the date
the order is placed (shares previously purchased by telephone or on-
line are included in computing such value only if payment has been
received). See "How to Redeem or Sell Fund Shares - Telephone and On-
line Redemptions" for procedures for telephone transactions.
(v) Payment and Terms of Offering. Payment for shares
purchased should be made by check or money order drawn on a United
States bank and made payable to the Berger Funds. Checks not made
payable to the Berger Funds, the account registrant, transfer agent or
retirement account custodian will not be accepted. Alternatively,
payment for shares purchased by telephone may be made by wire or
electronic funds transfer from the investor's bank to DST Systems,
Inc. Shares purchased on-line must be paid for by electronic funds
transfer. Please call 1-800-551-5849 for current wire or electronic
funds transfer instructions. The Fund will not accept purchases by
cash or credit card or checks drawn on foreign banks unless provision
is made for payment through a U.S. bank in U.S. dollars.
The Fund reserves the right in its sole discretion to
withdraw all or any part of the offering made by this Prospectus or to
reject purchase orders, when in the judgment of management, such
withdrawal or rejection is in the best interest of the Fund. The Fund
also reserves the right at any time to waive the minimum investment
requirements applicable to initial or subsequent investments or to
increase minimum investment or account balance requirements following
notice. No application to purchase shares is binding on the Fund
until accepted in writing.
-13-<PAGE>
10. HOW THE NET ASSET VALUE IS DETERMINED
The price of the Fund's Investor Shares is based on the net
asset value of the Fund, which is determined at the close of the
regular trading session of the New York Stock Exchange (the
"Exchange") (normally 4:00 p.m., New York time) each day that the
Exchange is open.
The per share net asset value of the Investor Shares is
determined by dividing the Investor Shares' pro rata portion of the
total value of the Fund's securities and other assets, less the
Investor Shares' pro rata portion of the Fund's liabilities and the
liabilities attributable directly to the Investor Shares, by the total
number of Investor Shares outstanding. In determining net asset
value, securities are valued at market value or, if market quotations
are not readily available, at their fair value determined in good
faith pursuant to consistently applied procedures established by the
trustees. Money market instruments maturing within 60 days are valued
at amortized cost, which approximates market value.
Since the Fund does not impose any front end sales load or
redemption fee, both the purchase price and the redemption price of an
Investor Share are the same and will be equal to the next calculated
net asset value of an Investor Share.
11. OPEN ACCOUNT SYSTEM AND SHARE CERTIFICATES
Unless otherwise directed, all investor accounts are
maintained on a book-entry basis. Share certificates will not be
issued unless requested by the shareholder. Shares purchased by
dividend reinvestment or under an Automatic Investment Plan, and
shares redeemed under a Systematic Withdrawal Plan, will be confirmed
after the end of each calendar quarter. Following any other
investment or redemption, the investor will receive a printed
confirmation indicating the dollar amount of the transaction, the per
share price of the transaction and the number of shares purchased or
redeemed.
12. HOW TO REDEEM OR SELL FUND SHARES
(i) Share Redemptions by Mail. The Fund will buy back
(redeem), at current net asset value, all shares offered for
redemption. The redemption price of shares tendered for redemption
will be the net asset value next determined after receipt of all
required documents by the Fund's transfer agent, sub-transfer agent or
other authorized agent of the Fund. To receive the net asset value
for a specific day, a redemption request must be received before the
close of the Exchange on that day. Shareholders who purchased their
shares directly from the Fund may redeem all or part of their shares
in the Fund by sending a written request to the Berger Funds, c/o DST
Systems, Inc., P.O. Box 419958, Kansas City, MO 64141. The written
request for redemption must be signed by each registered owner exactly
as the shares are registered and must clearly identify the account and
the number of shares or the dollar amount
-14-<PAGE>
to be redeemed. If a share certificate has been issued, the
certificate, properly endorsed by the registered owner, must be
submitted with the written redemption request.
The signatures of the redeeming shareholders must be
guaranteed by a national or state bank, a member firm of a domestic
stock exchange or the National Association of Securities Dealers
(NASD), a credit union, a federal savings and loan association or
another eligible guarantor institution if the redemption: exceeds
$100,000; is being made payable other than exactly as registered; is
being mailed to an address which has been changed within 30 days of
the redemption request; or is being mailed to an address other than
the one on record. A notary public is not an acceptable guarantor.
The Fund also reserves the right to require a signature guarantee
under other circumstances. The signature guarantees must appear,
together with the signatures of the registered owners, (i) on the
written request for redemption which clearly identifies the account
and the number of shares to be redeemed, (ii) on a separate instrument
of assignment ("stock power") which may be obtained from a bank or
broker, or (iii) on any share certificates tendered for redemption.
The use of signature guarantees is intended to protect the shareholder
and the Fund from a possibly fraudulent application for redemption.
Additional documents are required for redemptions by
corporations, executors, administrators, trustees and guardians. If
there is doubt as to what additional documents are required, please
write the Berger Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas
City, MO 64141, or call DST at 1-800-551-5849.
(ii) Telephone and On-line Redemptions. All shareholders
have Telephone and On-line Transaction Privileges to authorize
purchases, exchanges or redemptions unless they specifically decline
this service on the account application or by writing to the Berger
Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141.
Shareholders may redeem shares by telephone or, via their personal
computer, through on-line service providers or other on-line access
points approved by the Fund. The telephone and on-line redemption
option is not available for shares held in retirement accounts
sponsored by the Fund. Telephone redemption requests may be made by
calling DST Systems, Inc., at 1-800-551-5849. To receive the net
asset value for a specific day, a redemption request must be received
before the close of the New York Stock Exchange on that day. As
discussed above, certain requests must be in writing and the signature
of a redeeming shareholder must be signature guaranteed, and therefore
shares may not be redeemed by telephone or on-line, if the redemption:
exceeds $100,000; is being made payable other than exactly as
registered; is being mailed to an address which has been changed
within 30 days of the redemption request; is being mailed to an
address other than the one on record; or the shares are represented by
share certificates issued to the shareholder.
All telephone and on-line transactions are recorded and
written confirmations indicating the details of all telephone and on-
line transactions will promptly be sent to the shareholder of record.
Prior to accepting a telephone or on-line transaction, the shareholder
placing the order may be required to provide certain identifying
information. A shareholder
-15-<PAGE>
electing to communicate instructions by telephone or on-line may be
giving up some level of security that would otherwise be present were
the shareholder to request a transaction in writing. Neither the Fund
nor its transfer agent or investment advisor assume responsibility for
the authenticity of instructions communicated by telephone or on-line
which are reasonably believed to be genuine and which comply with the
foregoing procedures. The Fund, and/or its transfer agent, may be
liable for losses resulting from unauthorized or fraudulent telephone
or on-line instructions in the event these procedures are not
followed.
In times of extreme economic or market conditions, redeeming
shares by telephone or on-line may be difficult. The Fund may
terminate or modify the procedures concerning the telephone or on-line
redemption and wire transfer services at any time, although
shareholders of the Fund will be given at least 60 days' prior notice
of any termination or material modification. Berger Associates may,
at its own risk, waive certain of these redemption requirements.
(iii) Payment for Redeemed Shares. Payment for shares
redeemed upon written request will be made by check and generally will
be mailed within three business days after receipt by the transfer
agent of the properly executed redemption request and any outstanding
certificates for the shares to be redeemed. Payment for shares
redeemed by telephone or on-line will be made by check payable to the
account name(s) and address exactly as registered, and generally will
be mailed within three business days following the date of the request
for redemption.
A shareholder may request that payment for redeemed shares
of the Fund be made by wire or electronic funds transfer.
Shareholders may elect to use these services on the account
application or by providing the Fund with a signature guaranteed
letter requesting these services and designating the bank to receive
all wire or electronic funds transfers. A shareholder may change the
predesignated bank of record by providing the Fund with written,
signature guaranteed instructions. Wire and electronic funds
transfers are subject to a $1,000 minimum and a $100,000 maximum
limitation. Redemption proceeds paid by wire transfer generally will
be transmitted to the shareholder's predesignated bank account on the
next business day after receipt of the shareholder's redemption
request. There is a $10 fee for each wire payment for shares redeemed
by the Fund. Redemption proceeds paid by electronic funds transfer
will be electronically transmitted to the shareholder's predesignated
bank account on the second business day after receipt of the
shareholder's redemption request. There is no fee for electronic
funds transfer of proceeds from the redemption of Fund shares.
A shareholder may also request that payment for redeemed
shares of a Cash Account Trust portfolio be made by wire or electronic
funds transfer and should review the Cash Account Trust portfolio
prospectus for procedures and charges applicable to redemptions by
wire and electronic funds transfers. See below under "Exchange
Privilege and Systematic Withdrawal Plan" for more information
concerning the Cash Account Trust portfolios.
-16-<PAGE>
Shareholders may encounter delays in redeeming shares
purchased by check (other than cashier's or certified checks),
electronic funds transfer or through the Automatic Investment Program
if the redemption request is made within 15 days after the date of
purchase. In those situations, the redemption check will be mailed
within 15 days after the transfer agent's receipt of the purchase
instrument, provided that it has not been dishonored or cancelled
during that time. The foregoing policy is to ensure that all payments
for the shares being redeemed have been honored. In addition to the
foregoing restrictions, no redemption payment can be made for shares
which have been purchased by telephone or on-line order until full
payment for the shares has been received. In any event, valid
redemption requests concerning shares for which full payment has been
made will be priced at the net asset value next determined after
receipt of the request.
(iv) Redemptions by the Fund. As a means of reducing its
expenses, the Fund is authorized to redeem involuntarily all shares
held in accounts with a value of less than $2,000. Such redemptions
will be permitted only when the account is reduced below the minimum
value by redemption, and not by declines in per share net asset value.
As a result, accounts established with the applicable minimum
investment might be subject to redemption after only a small
redemption has been made by the shareholder. At least 60 days'
written notice will be given to a shareholder before such an account
is redeemed. During that time, the shareholder may add sufficient
funds to the account. If such amount is not added to the account, the
shares will be redeemed, at the per share net asset value next
determined after the 60th day following the notice. A check for the
proceeds will be sent to the shareholder unless a share certificate
has been issued, in which case payment will be made upon surrender of
the certificate.
13. EXCHANGE PRIVILEGE AND SYSTEMATIC WITHDRAWAL PLAN
(i) Exchanges. By telephoning the Fund at 1-800-551-5849,
or writing to the Fund at P.O. Box 419958, Kansas City, MO 64141, or,
via their personal computer through on-line service providers or other
on-line access points approved by the Fund, any shareholder may
exchange, without charge, any or all of the shareholder's shares in
the Fund for shares of any of the other publicly available Berger
Funds, or for shares of the Money Market Portfolio, the Government
Securities Portfolio or the Tax-Exempt Portfolio of the Cash Account
Trust (the "CAT Portfolios"), separately managed, unaffiliated money
market funds. Exchanges may be made only if the Berger Fund or CAT
Portfolio with which you wish to exchange your shares is eligible for
sale in your state of residence. The exchange privilege with the CAT
Portfolios does not constitute an offering or recommendation of the
shares of any such CAT Portfolio by any of the Berger Funds or Berger
Associates. Berger Associates is compensated for administrative
services it performs with respect to the CAT Portfolios.
It is your responsibility to obtain and read a prospectus of
the Berger Fund or CAT Portfolio into which you are exchanging. By
giving exchange instructions, a shareholder will be deemed to have
acknowledged receipt of the prospectus for the Berger Fund or CAT
Portfolio being purchased. You may make up to four exchanges out of
the Fund during the
-17-<PAGE>
calendar year. This limit helps keep the Fund's net asset base stable
and reduces the Fund's administrative expenses. There currently is no
limit on exchanges out of the three CAT Portfolios. In times of
extreme economic or market conditions, exchanging Fund or CAT
Portfolio shares by telephone or on-line may be difficult. See "How
to Redeem or Sell Fund Shares - Telephone and On-line Redemptions" for
procedures for telephone and on-line transactions.
Redemptions of shares in connection with exchanges into or
out of the Fund are made at the net asset value per share next
determined after the exchange request is received. To receive a
specific day's price, your letter, call or on-line order must be
received before that day's close of the New York Stock Exchange. A
day or more delay may be experienced prior to the investment of the
redemption proceeds into a CAT Portfolio. Each exchange represents
the sale of shares from one fund and the purchase of shares in
another, which may produce a gain or loss for Federal income tax
purposes.
All exchanges are subject to the minimum and subsequent
investment requirements of the fund or CAT Portfolio into which shares
are being exchanged. Exchanges will be accepted only if the
registration of the two accounts is identical. Neither the Fund nor
the CAT Portfolios, or their transfer agents or advisors assume
responsibility for the authenticity of exchange instructions
communicated in writing or by telephone or on-line which are believed
to be genuine. See "How to Redeem or Sell Fund Shares - Telephone and
On-line Redemptions" for procedures for telephone and on-line
transactions. All shareholders have Telephone and On-line Transaction
Privileges to authorize exchanges unless they specifically decline
this service on the account application or by writing to the Berger
Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141.
(ii) Systematic Withdrawal Plan. A shareholder who owns
shares of the Fund worth at least $5,000
--------------------------
at the current net asset value may establish a Systematic Withdrawal
account from which a fixed sum, minimum of $50, will be paid to the
shareholder monthly, quarterly, semiannually or annually. You will
receive confirmation of systematic withdrawals after the end of each
calendar quarter.
For more information regarding the Systematic Withdrawal
Plan and forms to open such accounts, please write to the
Berger Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO
64141, or call 1-800-551-5849.
14. TAX-SHELTERED RETIREMENT PLANS
The Fund offers several tax-qualified retirement plans for
adoption by individuals and employers. Participants in these plans
can accumulate shares of the Fund on a tax-deferred basis.
-18-<PAGE>
The Fund offers both a profit-sharing plan and a money
purchase pension plan for employers and self-employed persons.
Contributions to these plans are tax-deductible and earnings are
tax-exempt until distributed. Under the profit-sharing plan, the
employer or self-employed person can adjust their contributions from
year to year. Under the money purchase pension plan, the employer or
self-employed person must commit to a contribution each year. When
these plans are adopted by self-employed persons, they are sometimes
referred to as Keogh or HR 10 plans.
The Fund also offers an Individual Retirement Account
("IRA"). Individuals who have compensation, but who are either not
covered by existing qualified retirement plans and do not have spouses
covered by such plans, or do not have incomes which exceed certain
amounts, may contribute tax-deductible dollars to an IRA. Individuals
who are covered by existing retirement plans or have spouses covered
by such plans, and whose incomes exceed the applicable amounts, are
not permitted to deduct their IRA contributions for Federal income tax
purposes. However, whether an individual's contributions are
deductible or not, the earnings on his or her IRA are not taxed until
the account is distributed.
The Fund also offers a 403(b) Custodial Account. Employees
of certain tax-exempt organizations and public schools may contribute
tax-deductible dollars to these accounts, on which earnings are
tax-exempt until distributed.
In order to receive the necessary materials to create a
profit-sharing or money purchase pension plan account, an IRA account
or a 403(b) Custodial Account, please write to the Fund, c/o Berger
Associates, Inc., P.O. Box 5005, Denver, CO 80217, or call 1-800-
333-1001. Trustees for existing 401(k) or other plans interested in
utilizing Fund shares as an investment or investment alternative in
their plans should contact the Fund at 1-800-333-1001.
15. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT
The Fund intends to declare dividends representing the
Fund's net investment income annually, normally in December. It is
also the present policy of the Fund to distribute annually all of its
net realized capital gains.
The Fund has elected and intends to maintain its
qualification to be treated as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. If it
so qualifies and meets certain minimum distribution requirements, the
Fund generally will not be liable for Federal income tax on the amount
of its earnings that are timely distributed. If the Fund distributes
annually less than 98% of its income and gain, it may be subject to a
nondeductible excise tax equal to 4% of the shortfall.
All dividends and capital gains distributions paid by the
Fund will be automatically reinvested in shares of the Fund at the net
asset value on the ex-dividend date unless an investor specifically
requests that either dividends or distributions, or both, be paid in
cash. The election
-19-<PAGE>
to receive dividends or distributions in cash or to reinvest them in
Fund shares may be changed by calling the Berger Funds at 1-800-551-
5849 or by written request to the Berger Funds, c/o DST Systems, Inc.,
P.O. Box 419958, Kansas City, MO 64141, and must be received at least
ten days prior to the record date of any dividend or capital gains
distribution.
The Fund will inform its shareholders of the amount and
nature of such income or gains resulting from their investment in the
Fund. Dividends declared and payable to shareholders of record on a
specified date in December will be deemed to have been received by
shareholders on December 31 for tax purposes if paid during January
the following year. Dividends paid by the Fund from net investment
income and distributions from net short-term capital gains in excess
of any net long-term capital losses, whether received in cash or
reinvested, generally will be taxable as ordinary income.
Distributions received from the Fund designated as long-term capital
gains (net of capital losses), whether received in cash or reinvested,
will be taxable as long-term capital gains without regard to the
length of time a shareholder has owned shares in the Fund. Any loss
on the redemption or other sale or exchange of the Fund's shares held
for six months or less will be treated as a long-term capital loss to
the extent of any long-term capital gain distribution received on the
shares. A portion of the dividends (but not capital gains
distributions) paid by the Fund may be eligible for the dividends
received deduction for corporate shareholders to the extent that the
Fund's income consists of dividends paid by United States
corporations. If a shareholder is exempt from Federal income tax, the
shareholder will not generally be taxed on amounts distributed by the
Fund.
At certain levels of taxable income, the Internal Revenue
Code provides a preferential tax rate for long-term capital gains.
Long-term capital gains of taxpayers other than corporations are taxed
at a 28% maximum rate, whereas ordinary income is taxed at a 39.6%
maximum rate. Capital losses continue to be deductible only against
capital gains plus (in the case of taxpayers other than corporations)
$3,000 of ordinary income annually ($1,500 for married individuals
filing separately).
Some shareholders may be subject to 31% "backup withholding"
on dividends, capital gains distributions and redemption payments made
by the Fund. Backup withholding generally will apply to shareholders
who fail to provide the Fund with their correct taxpayer
identification number or to make required certifications. Backup
withholding is not an additional tax. Any amounts withheld may be
credited against a shareholder's U.S. Federal income tax liability.
The foregoing is only a brief summary of the Federal income
tax considerations affecting the Fund and its shareholders.
Accordingly, potential investors should consult their tax advisors
with specific reference to their own tax situation.
-20-<PAGE>
16. ADDITIONAL INFORMATION
Today, the Fund is a series of a Massachusetts business
trust (the "Trust") organized on April 20, 1990. The Fund was
initially organized in November 1984 as a Delaware corporation, and
operated as a private investment fund from February 14, 1985, to
October 20, 1987, when it was registered as an investment company
under the Investment Company Act of 1940 and its initial registration
statement under the Securities Act of 1933 became effective. On
May 18, 1990, the Fund as a series of the Trust assumed all of the
assets and liabilities of the predecessor Delaware corporation. All
references in this Prospectus to the Fund and all financial and other
information about the Fund prior to May 18, 1990, are to the Fund as a
Delaware corporation, and all references after May 18, 1990, are to
the Fund as a series of the Trust. Prior to February 14, 1997, when
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 Fund and the Trust were known as The Omni Investment Fund.
The Trust is authorized to issue an unlimited number of
shares of beneficial interest in series or portfolios. Currently, the
Fund is the only series established under the Trust, although others
may be added in the future. Shares of the Fund are fully paid and
nonassessable when issued. Each share has a par value of $.01.
Currently, the Fund offers two classes of shares by separate
prospectuses. The Investor Shares offered in this Prospectus are
available to the general public, subject to the Fund's regular minimum
investment requirements as specified above under "How to Purchase
Shares in the Fund." A second class of shares, Institutional Shares,
are offered through a separate prospectus and are designed for
institutional, individual and other investors willing to maintain a
high minimum account balance, currently set at $100,000. Because each
class of shares of the Fund is subject to different expenses, the
performance of, and any dividend or other distribution made to, each
class of shares will differ. For additional information about the
other class of shares offered by the Fund, please call the Berger
Funds at 1-800-333-1001.
Shareholders owning a particular series or class of shares
of the Fund will vote separately on matters relating to that series or
class, although they will vote together and along with the
shareholders of other series and classes of the Fund in the election
of trustees of the Trust and on all matters relating to the Trust as a
whole. Each full share of the Fund has one vote. Shares of the Fund
have non-cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of trustees can
elect 100% of the trustees if they choose to do so and, in such event,
the holders of the remaining less than 50% of the shares voting for
the election of trustees will not be able to elect any person or
persons as trustees. The Fund is not required to hold annual
shareholder meetings unless required by the Investment Company Act of
1940 or other applicable law or unless called by the trustees.
The Fund's transfer agent and dividend disbursing agent is
Investors Fiduciary Trust Company ("IFTC"), 127 West 10th Street,
Kansas City, MO 64105. IFTC has engaged DST Systems, Inc., as sub-
agent to provide transfer agency and dividend disbursing services for
-21-<PAGE>
the Fund. Accordingly, the address and telephone number for DST
Systems, Inc., set forth in this Prospectus should be used for
correspondence with the Fund's transfer agent.
17. PERFORMANCE
From time to time in advertisements, the Fund may discuss
its performance ratings as published by recognized mutual fund
statistical services, such as Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc., or Morningstar, Inc., or Value Line
Investment Survey or by publications of general interest such as The
Wall Street Journal, Investor's Business Daily, Barron's, Financial
World or Kiplinger's Personal Finance Magazine. In addition, the Fund
may compare its performance to that of recognized broad-based
securities market indices, including the Standard & Poor's 500 Stock
Index, the Dow Jones Industrial Average, the Russell 2000 Stock Index,
the Standard & Poor's 600 Small Cap Index or the Nasdaq Composite
Index, or more narrowly-based indices which reflect the market sectors
in which the Fund invests.
The total return of the Fund is calculated for any specified
period of time by assuming the purchase of shares of the Fund at the
net asset value at the beginning of the period. Each dividend or
other distribution paid by the Fund is assumed to have been reinvested
at the net asset value on the reinvestment date. The total number of
shares then owned as a result of this process is valued at the net
asset value at the end of the period. The percentage increase is
determined by subtracting the initial value of the investment from the
ending value and dividing the remainder by the initial value.
The Fund's total return reflects the Fund's performance over
a stated period of time. An average annual total return reflects the
hypothetical annually compounded return that would have produced the
same total return if the Fund's performance had been constant over the
entire period. Total return figures are based on the overall change
in value of a hypothetical investment in the Fund. Because average
annual total returns for more than one year tend to smooth out
variations in the Fund's return, investors should recognize that such
figures are not the same as actual year-by-year results.
Shares of the 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 Investor Shares.
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, which might adversely affect performance results for periods
after that date. 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.
Any performance figures for the Fund are based upon
historical results and do not assure future performance. The
investment return and principal value of an investment will
-22-<PAGE>
fluctuate so that an investor's shares, when redeemed, may be worth
more or less than their original cost.
Shareholders with questions should write to the Berger
Funds, c/o Berger Associates, Inc., P.O. Box 5005, Denver, CO 80217,
or call 1-303-329-0200 or 1-800-333-1001.
-23-<PAGE>
PROSPECTUS BERGER SMALL CAP VALUE FUND
INSTITUTIONAL SHARES
The BERGER SMALL CAP VALUE FUND (the "Fund") is a no-load,
diversified mutual fund. The investment objective of the Fund is
capital appreciation. The Fund seeks to achieve this objective by
investing primarily in common stocks of small companies that the
Fund's investment sub-advisor believes are undervalued in the
marketplace relative to their assets, earnings, cash flow or business
franchise. Under normal circumstances, the Fund will invest at least
65% of its assets in common stocks of small companies with market
capitalizations of less than $1 billion at the time of initial
purchase. The balance of the Fund may be invested in common stocks of
companies with market capitalizations in excess of $1 billion, equity
securities other than common stocks, government securities, short-term
investments or other securities described in this Prospectus, if the
sub-advisor believes these are likely to be best suited at that time
to achieve the Fund's objective. Current income is not an investment
objective of the Fund and any income produced will be a by-product of
the effort to achieve the Fund's objective.
This Prospectus offers the class of shares of the Fund
designated as Institutional Shares. Institutional Shares are designed
for pension and profit-sharing plans, employee benefit trusts,
endowments, foundations and corporations, as well as high net worth
individuals, who are willing to maintain a minimum account balance of
$100,000. Institutional Shares may be offered through certain
financial intermediaries that may charge their customers transaction
or other fees with respect to the customer's investment in the Fund.
Institutional Shares are also made available for purchase and dividend
reinvestment to all holders of the Fund's shares as of February 14,
1997, when all the Fund's then outstanding shares were designated as
Institutional Shares, subject to a minimum account balance requirement
of $500.
The investment advisor and administrator of the Fund is
Berger Associates, Inc. (the "Advisor" or "Berger Associates"). Day-
to-day management of the Fund's investments is provided by Perkins,
Wolf, McDonnell & Company (the "Sub-Advisor" or "PWM"), as the Fund's
investment sub-advisor. The Fund is a series of Berger Omni
Investment Trust, a Massachusetts business trust. Prior to February
14, 1997, the Fund and the Trust were known as The Omni Investment
Fund.
This Prospectus concisely sets forth the information about
the Institutional Shares of the Fund that a prospective investor
should consider before investing. Investors are advised to retain
this Prospectus for future reference. Additional information about
the Institutional Shares of the Fund has been filed with the
Securities and Exchange Commission. A copy of the Statement of
Additional Information for the Institutional Shares, dated February
14, 1997, which is incorporated in its entirety by reference, is
available upon request without charge by writing to the Fund at P.O.
Box 5005, Denver, CO 80217, or by calling 1-800-706-0539.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
DATED FEBRUARY 14, 1997<PAGE>
Table of Contents
Section Page
- ------ ----
1. Fee Tables . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Condensed Financial Information. . . . . . . . . . . . . . . . 2
3. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. Investment Objectives and Policies and Risk Factors. . . . . . 4
5. Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . 7
6. Management and Investment Advice . . . . . . . . . . . . . . . 8
7. Expenses of the Fund . . . . . . . . . . . . . . . . . . . . . 9
8. Purchase of Shares in the Fund . . . . . . . . . . . . . . . . 11
9. Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . . 13
10. Open Account System and Share Certificates. . . . . . . . . . 13
11. Redemption of Fund Shares . . . . . . . . . . . . . . . . . . 13
12. Exchange Privilege. . . . . . . . . . . . . . . . . . . . . . 16
13. Plans and Programs. . . . . . . . . . . . . . . . . . . . . . 17
14. Income Dividends, Capital Gains Distributions and Tax Treatment
18
15. Additional Information. . . . . . . . . . . . . . . . . . . . 19
16. Performance . . . . . . . . . . . . . . . . . . . . . . . . . 20
-i-<PAGE>
1. FEE TABLES
SHAREHOLDER TRANSACTION EXPENSES
===============================================================
| Maximum Sales Load Imposed on Purchases | 0% |
|-------------------------------------------------------------|
| Maximum Sales Load Imposed on Reinvested Dividends | 0% |
|-------------------------------------------------------------|
| Deferred Sales Load | 0% |
|-------------------------------------------------------------|
| Redemption Fees | 0% |
|-------------------------------------------------------------|
| Exchange Fee | 0% |
===============================================================
ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
======================================================================
| | | | TOTAL |
| | INVESTMENT | | FUND |
| | ADVISORY | OTHER | OPERATING |
| | FEE | EXPENSES* | EXPENSES |
|--------------------------------------------------------------------|
| Berger Small Cap Value Fund | 0.90% | 0.____% | _____% |
| - Institutional Shares** | | | |
======================================================================
* Other Expenses primarily include transfer agency fees,
shareholder report expenses, registration fees and custodian
fees.
** Based on actual expenses for the Fund's only outstanding class of
shares as of December 31, 1996, restated to reflect expenses
borne by the Institutional Shares.
EXAMPLES
You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return, and (2) redemption at the end of each
time period:
======================================================================
| | 1 Year | 3 Years | 5 Years | 10 Years|
- ----------------------------------------------------------------------
| Berger Small Cap Value Fund | $____ | $____ | $____ | $____ |
| - Institutional Shares | | | | |
======================================================================
THE EXPENSES SET FORTH IN THE PRECEDING TABLES SHOULD NOT BE
CONSIDERED A REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL
EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. THE ASSUMED 5%
ANNUAL RETURN IS HYPOTHETICAL AND SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY BE GREATER
OR LESS THAN THE ASSUMED AMOUNT.
-1-<PAGE>
Shares of the 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 a separate class
of shares designated as Investor Shares. Simultaneously, other fee
and service provider arrangements for the Fund were changed, including
a reduction in the percentage upon which the advisory fee paid by the
Fund is based from an annual rate of 1.00% to 0.90% of the Fund's
average daily net assets. Accordingly, expenses in the tables above
are not actual Institutional Share expenses, but are based on actual
expenses of the only class of shares outstanding for the fiscal year
ended December 31, 1996, restated to reflect fees borne by the
Institutional Shares, as if such fees had been in effect during that
year.
The purpose of the preceding tables is to assist the
investor in understanding the various costs and expenses that a
shareholder of Institutional Shares of the Fund will bear directly or
indirectly. The investment advisory fee for the Fund is higher than
that paid by most other mutual funds. The Fund's expenses are
described in greater detail under "Management and Investment Advice,"
and "Expenses of the Fund."
2. CONDENSED FINANCIAL INFORMATION
On the following page is a table setting forth certain
financial highlights for the Fund. The information provided for each
of the eight fiscal years ended December 31, 1996, has been audited by
Ernst & Young LLP, whose report thereon is incorporated by reference
from the Fund's 1996 Annual Report into the Statement of Additional
Information. The information provided in the table for the fiscal
years ended December 31, 1988 and 1987, was audited by other
independent accountants. The financial data below only cover periods
prior to the Fund's adoption of class designations on February 14,
1997, when all of the Fund's then-existing shares were designated as
Institutional Shares. The most recent Annual Report for the Fund,
including additional performance information, may be obtained upon
request and without charge by calling the Fund at 1-800-706-0539.
-2-<PAGE>
BERGER SMALL CAP VALUE FUND
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
For a share
outstanding throughout the
year
ended December 31
1996 1995 1994 1993
1992 1991 1990 1989 1988 1987<F1>
---- ---- ---- ----
- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
<C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE<F2>
NET ASSET VALUE AT BEGINNING OF
PERIOD $ 12.75 13.99 13.39
11.39 9.23 12.19 11.21 10.06 11.33
---- ----- ----- -----
- ----- ---- ----- ---- ----- -----
INCOME (LOSS) FROM INVESTMENT
OPERATIONS:
Net investment income (loss) ____ 0.09 (.01) .03
.09 .14 .28 .23 .24 .21
Net realized and unrealized
gain (loss) on investments 3.23 .91 2.14
2.14 2.16 (2.95) 2.71 1.77 (.29)
---- ----- ----- -----
- ----- ---- ----- ---- ----- -----
Total from investment
operations 3.32 .90 2.17
2.23 2.30 (2.67) 2.94 2.01 (.08)
DIVIDENDS
Dividends from net
investment income ____ (0.09) 0 (.03)
(.10) (.14) (.29) (.22) (.24) (.20)
Dividends from net realized gain
on investments (1.41) (2.14) (1.54)
(.13) 0 0 (1.74) (.62) (.99)
---- ----- ----- -----
- ----- ----- ----- ---- ----- -----
Total dividends (1.50) (2.14) (1.57)
(.23) (.14) (.29) (1.9) (.86) (1.19)
---- ---- ---- ----
- ---- ---- ---- --- ---- ----
---- ---- ----
- ---- ---- ---- --- ---- ----
NET ASSET VALUE AT END
OF PERIOD $ 14.57 12.75 13.99
13.39 11.39 9.23 12.19 11.21 10.06
==== ===== ===== =====
===== ===== ===== ==== ===== =====
TOTAL RETURN (%): 26.07 6.74 16.25
19.59 25.01 (21.94) 26.44 20.09 (0.68)
---- ----- ----- -----
- ----- ----- ----- ---- ----- -----
Ratios to average net assets (%)<F3>
Expenses ---- 1.64 1.43 1.31
1.41 1.52 1.84 1.78 1.44 1.69
Net investment income (loss) ---- 0.64 (.04) .18
.73 1.24 2.34 1.85 2.33 1.87
Portfolio turnover rate (%) ---- 90 125 108
105 130 146 118 103 189
Average commission rate ____ -- -- --
- -- -- -- - -- --
Total net assets at end of
period (in thousands) ____ 31,833 18,270 16,309
14,007 11,940 9,839 13,576 9,976 6,748
- --------------------
<FN>
<F1> Covers the period from February 1, 1987 to December 31, 1987.
Effective October 20, 1987, the Fund became publicly registered under
the Investment Company Act of 1940. Prior
thereto, its shares were not publicly offered.
<F2> All per share amounts prior to December 31, 1994 have been
adjusted for a 10 for 1 share split which occurred
September 30, 1994.
<F3> Annualized.
</TABLE>
-3-<PAGE>
3. INTRODUCTION
The Berger Small Cap Value Fund is a mutual fund or, to use
the technical name, a diversified open-end, management investment
company. The Fund is a "no-load" fund, meaning that a buyer pays no
commissions or sales load when buying shares of the Fund.
Institutional Shares are designed for pension and profit-sharing
plans, employee benefit trusts, endowments, foundations and
corporations, as well as high net worth individuals, who are willing
to maintain a minimum account balance of $100,000. Institutional
Shares are also made available for purchase and dividend reinvestment
to all holders of the Fund's shares as of February 14, 1997, when all
the Fund's then outstanding shares were designated as Institutional
Shares, subject to a minimum account balance requirement of $500.
4. INVESTMENT OBJECTIVES AND POLICIES AND RISK FACTORS
The investment objective of the Fund is capital
appreciation. The Fund seeks to achieve this objective by investing
primarily in common stocks of small companies that the Fund's Sub-
Advisor believes are undervalued in the marketplace relative to their
assets, earnings, cash flow or business franchise. Under normal
circumstances, the Fund will invest at least 65% of its assets in
common stocks of small companies with market capitalizations of less
than $1 billion at the time of initial purchase. Market
capitalization is defined as total current market value of a company's
outstanding common stock. The balance of the Fund may be invested in
common stocks of companies with market capitalizations in excess of $1
billion, equity securities other than common stocks, government
securities, short-term investments or other securities described on
the following pages, if the Sub-Advisor believes these are likely to
be best suited at that time to achieve the Fund's objective. Current
income is not an investment objective of the Fund and any income
produced will be a by-product of the effort to achieve the Fund's
objective.
In selecting stocks for the Fund's portfolio, the Sub-
Advisor will seek out companies whose current stock price appears
undervalued in the marketplace, which may include companies with
relatively low price-to-book value ratios or low price-to-earnings
multiples, or companies which, in the view of the Sub-Advisor, have
significant growth potential and are out-of-favor with or have not yet
been discovered by the broader investment community. The Sub-Advisor
strives to identify industries that operate in a favorable competitive
and regulatory environment and companies within these industries that
exhibit growth characteristics. Attention is placed on companies
which have products or services, management or other advantages over
their competitors, with a strong emphasis on companies with a quality
balance sheet and the potential ability to generate earnings and cash
flow, and which tend to reinvest their income instead of declaring
cash dividends.
The Sub-Advisor's philosophy is to weigh downside risk
before considering upside potential. Accordingly, the Sub-Advisor
will focus on capital preservation, as opposed to the often temporary
rewards of participating in passing market trends, desiring not only
to
-4-<PAGE>
outperform broad market averages in bull markets, but to outperform
these averages during periods of decline.
The Fund's investment objective is considered fundamental,
meaning that it cannot be changed without a shareholders' vote. There
can be no assurance that the Fund's investment objective will be
realized. Since the shares of the Fund primarily represent an
investment in common stocks, investors should realize that the net
asset value of the Fund will reflect changes in the market value of
the securities held in the Fund's portfolio, and the value of a Fund
share will therefore go up and down. Investments in the types of
companies sought by the Fund may involve greater risks and volatility
than more traditional equity investments due to some of these
companies potentially having limited product lines, reduced market
liquidity for the trading of their shares and less depth in management
than more established companies. For this reason, the Fund is not
intended as a complete or balanced investment vehicle but rather as an
investment for persons who are in a financial position to assume
greater risk and share price volatility over time. Realizing the full
potential of these types of companies frequently takes time. As a
result, the Fund should be considered as a long-term investment
vehicle.
The Fund may increase its investment in government
securities, and other short-term, interest-bearing securities without
limit when the Sub-Advisor believes market conditions warrant a
temporary defensive position, during which period it may be more
difficult for the Fund to achieve its investment objective. The
following is additional information about some of the other specific
types of securities and other instruments in which the Fund may
invest:
SECURITIES OF SMALLER COMPANIES. The Fund will invest in
securities of companies with small 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.
SPECIAL SITUATIONS. The 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.
-5-<PAGE>
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.
UNSEASONED ISSUERS. The Fund may invest to a limited degree
in securities of unseasoned issuers. Unseasoned issuers are companies
with a record of less than three years' continuous operation, even
including the operations of any predecessors and parents. Unseasoned
issuers by their nature have only a limited operating history which
can be used for evaluating the company's growth prospects. As a
result, investment decisions for these securities may place a greater
emphasis on current or planned product lines and the reputation and
experience of the company's management and less emphasis on
fundamental valuation factors than would be the case for more mature
growth companies. In addition, many unseasoned issuers may also be
small companies and involve the risks and price volatility associated
with smaller companies. The Fund may invest up to 5% of its total
assets in securities of unseasoned issuers.
FOREIGN SECURITIES. The Fund may invest in both domestic
and foreign securities. Investments in foreign securities involve
some risks that are different from the risks of investing in
securities of U.S. issuers, such as the risk of fluctuations in the
value of the currencies in which they are denominated, the risk of
adverse political and economic developments and, with respect to
certain countries, the possibility of expropriation, confiscatory
taxation or limitations on the removal of funds or other assets of the
Fund. Securities of some foreign companies, particularly those of
developing countries, are less liquid and more volatile than
securities of comparable domestic companies. A developing country
generally is considered to be in the initial stages of its
industrialization cycle. Investing in the securities of developing
countries may involve exposure to economic structures that are less
diverse and mature, and to political systems that can be expected to
have less stability than developed countries. There also may be less
publicly available information about foreign issuers than domestic
issuers, and foreign issuers generally are not subject to the uniform
accounting, auditing and financial reporting standards and practices
applicable to domestic issuers. Delays may be encountered in settling
certain foreign securities transactions and the Fund will incur costs
in converting foreign currencies into U.S. dollars. The Fund will
consider the political and economic conditions in a country, the
prospect for changes in the value of its currency and the liquidity of
an investment in that country's securities markets in selecting
investments in foreign securities.
HEDGING TRANSACTIONS. The Fund is authorized to make
limited use of certain types of put and call options, but only for the
purpose of hedging, that is, protecting against the risk of market
movements that may adversely affect the value of the Fund's securities
or the price of securities that the Fund is considering purchasing.
Although a hedging transaction may, for example, partially protect the
Fund from a decline in the value of a particular security or its
portfolio generally, hedging may also limit the 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.
The following is a summary of the options which the Fund may utilize,
provided that no more than 5% of the Fund's net assets at the time of
purchase may be utilized as premiums for options.
An option gives the holder the right, but not the
obligation, to purchase or sell something (such as a security) at a
specified price at any time until the expiration date. An option on a
securities index is similar, except that upon exercise, settlement is
made in cash rather than in specific securities. The Fund may only
write call options (that is, issue options that obligate the Fund to
deliver if the option is exercised by the holder) that are "covered"
and only up to 10% of the Fund's net assets. A call option is
considered "covered" if the Fund already owns the security on which
the option is written or, in the case of an option written on a
securities index, if the Fund owns a portfolio of securities believed
likely to substantially replicate movement of the index.
Use of call options written by the Fund involves the
potential for a loss that may exceed the premium received for the
option. However, the Fund will be 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 security. To help ensure that the Fund will be able to meet
its obligations under options written
-6-<PAGE>
by the 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 the Fund utilizing options are:
(a) losses resulting from market movements not anticipated by the
Fund; (b) possible imperfect correlation between movements in the
prices of options and movements in the prices of the securities or
positions hedged or used to cover such positions; (c) lack of
assurance that a liquid secondary market will exist for any particular
options at any particular time, and possible exchange-imposed price
fluctuation limits, either of which may make it difficult or
impossible to close a position when so desired; (d) the need for
additional information and skills beyond those required for the
management of a portfolio of traditional securities; and (e) possible
need to defer closing out certain options contracts in order to
continue to qualify for beneficial tax treatment afforded "regulated
investment companies" under the Internal Revenue Code of 1986, as
amended. In addition, when 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. Additional detail concerning the
Fund's use of options and the risks of such investments can be found
in the Statement of Additional Information.
INVESTMENT RESTRICTIONS
The Fund has adopted a number of other restrictions on its
investments and other activities that may not be changed without
shareholder approval. For example, as to 75% of its total assets, the
Fund may not purchase securities of any issuer (except U.S. Government
securities) if, immediately after and as a result of such purchase,
the value of the Fund's holdings in the securities of that issuer
exceeds 5% of the value of its total assets or it owns more than 10%
of the outstanding voting securities of such issuer. In addition, the
Fund may invest no 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.
The investment restrictions described above and in the
Statement of Additional Information that involve a maximum percentage
of securities or assets will not be considered to be violated unless
an excess over the percentage occurs after, and is caused by, an
acquisition or encumbrance of securities or assets of the Fund.
"Value" for the purposes of all investment restrictions shall mean the
value used in determining the Fund's net asset value. Additional
investment restrictions are described in the Statement of Additional
Information.
5. PORTFOLIO TURNOVER
The Fund intends to purchase and hold common stocks for
capital appreciation. Changes in the portfolio will be made, however,
whenever the Fund's Sub-Advisor believes they
-7-<PAGE>
are advisable, either as a result of common stocks having reached a
price objective or by reason of developments not foreseen at the time
of the investment decision, such as changes in the economics of an
industry or a particular company. These investment changes will
usually be made without reference to the length of time a security has
been held, and there may, therefore, be a significant number of
short-term transactions. In addition, portfolio turnover may increase
as a result of large amounts of purchases and redemptions of shares of
the Fund due to economic, market or other factors that are not within
the control of management. The annual portfolio turnover rate of the
Fund may at times exceed 100%. An annual turnover rate of 100% or
more would be higher than that of most other funds. Increased
portfolio turnover would necessarily result in correspondingly higher
brokerage costs for the Fund and may result in the acceleration of net
taxable gains. The portfolio turnover rate is shown in the Financial
Highlights table on page 3.
6. MANAGEMENT AND INVESTMENT ADVICE
The trustees of the Fund are responsible for major decisions
relating to the Fund's policies and objective. They also oversee the
operation of the Fund by its officers and review the investment
performance of the Fund on a regular basis.
THE ADVISOR
The investment advisor to the Fund is Berger Associates,
Inc. (the "Advisor" or "Berger Associates"), 210 University Boulevard,
Suite 900, Denver, CO 80206. Berger Associates became the Fund's
investment advisor on February 14, 1997, following shareholder
approval of a new Investment Advisory Agreement between the Fund and
the Advisor. The Advisor is responsible for managing the investment
operations of the Fund and the composition of its investment
portfolio. The Advisor is permitted to engage a sub-advisor for the
Fund. The Advisor also acts as the Fund's administrator and is
responsible for such functions as monitoring the Fund's compliance
with all applicable federal and state laws.
The Advisor has been in the investment advisory business for
over 20 years. It serves as investment advisor or sub-advisor to
mutual funds, pension and profit-sharing plans, and institutional and
private investors, and had assets under management of more than $3.6
billion as of September 30, 1996. Kansas City Southern Industries,
Inc. ("KCSI") owns approximately 80% of the outstanding shares of the
Advisor. 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 Fund's sub-transfer
agent.
-8-<PAGE>
The trustees of the Fund have authorized Berger Associates
to consider sales of shares of the Fund by a broker-dealer and the
recommendations of a broker-dealer to its customers that they purchase
Fund shares as factors in the selection of broker-dealers to execute
portfolio transactions for the Fund. In placing portfolio business
with such broker-dealers, Berger Associates will seek the best
execution of each transaction.
THE SUB-ADVISOR
Perkins, Wolf, McDonnell & Company (the "Sub-Advisor" or
"PWM"), 53 West Jackson Boulevard, Suite 818, Chicago, Illinois 60604,
has been engaged as the Fund's investment sub-advisor. The Sub-
Advisor 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. The Sub-Advisor is a
member of the National Association of Securities Dealers, Inc. (the
"NASD") and, in 1984, became registered as an investment adviser with
the Securities and Exchange Commission.
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 the
Advisor and the Sub-Advisor.
Robert H. Perkins is the individual who is primarily
responsible for the day-to-day management of the Fund's portfolio.
Mr. Perkins has held such responsibility and has been employed by the
Sub-Advisor since the Fund commenced operations in 1985. Mr. Perkins
owns 49% of the Sub-Advisor's outstanding common stock and serves as
Secretary and a director of the Sub-Advisor. Gregory E. Wolf owns 20%
of the Sub-Advisor's outstanding common stock and serves as President
and a director of the Sub-Advisor.
ADVISORY FEES
Under the Investment Advisory Agreement for the Fund, the
Advisor is compensated for its services to the Fund by the payment of
a fee at the annual rate of 0.90% of the average daily net assets of
the Fund. The Fund pays no fees directly to the Sub-Advisor. The
Sub-Advisor receives from the Advisor a fee at the annual rate of
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.
7. EXPENSES OF THE FUND
The Fund has appointed Investors Fiduciary Trust Company
("IFTC") as its recordkeeping and pricing agent to calculate the daily
net asset value of the Fund and to perform certain accounting and
recordkeeping functions required by the Fund. In addition, IFTC also
serves as the Fund's custodian, transfer agent and dividend disbursing
agent. IFTC has engaged
-9-<PAGE>
DST as sub-agent to provide transfer agency and dividend disbursing
services for the Fund. As noted above, approximately 41% of the
outstanding shares of DST are owned by KCSI.
For custodian, recordkeeping and pricing services, the Fund
pays fees to IFTC based on a percentage of its assets, subject to
certain minimums. The Fund also pays a monthly fee based primarily on
the number of accounts maintained on behalf of the Fund for transfer
agency and dividend disbursing services, which fees are paid by the
Fund to IFTC and in turn passed through to DST as sub-agent. In
addition, the Fund reimburses IFTC and DST for certain out-of-pocket
expenses.
The Fund and/or Berger Associates may enter into
arrangements with certain organizations (broker-dealers, recordkeepers
and administrators) to provide sub-transfer agency, recordkeeping,
shareholder communications, sub-accounting and/or other services to
investors purchasing shares of the Fund through investment programs or
pension plans established or serviced by those organizations. The
Fund and/or Berger Associates may pay fees to these organizations for
their services. Any such fees paid by the Fund will be for services
that otherwise would be provided or paid for by the Fund if all the
investors who own Fund shares through these organizations were
registered record holders of shares in the Fund.
The trustees of the Fund have authorized Berger Associates
to place portfolio transactions 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.
In addition, under a separate Administrative Services
Agreement with the Fund, Berger Associates performs certain
administrative and recordkeeping services not performed by other
service providers, including compliance monitoring and the preparation
of financial statements and reports to be filed with regulatory
authorities. The Fund pays Berger Associates a fee at the annual rate
of 1/100 of 1% (0.01%) of its average daily net assets for such
services. The Fund also incurs other expenses, including accounting,
administrative and legal expenses.
DISTRIBUTOR
The distributor (principal underwriter) of the Fund's shares
is Berger Distributors, Inc. (the "Distributor"), 210 University
Boulevard, Suite 900, Denver, CO 80206. The Distributor may be
reimbursed by Berger Associates for its costs in distributing
Institutional Shares. The Distributor is a wholly-owned subsidiary of
Berger Associates, and certain officers of the Fund are officers or
directors of the Distributor.
-10-<PAGE>
8. PURCHASE OF SHARES IN THE FUND
Institutional Shares are designed for pension and profit-
sharing plans, employee benefit trusts, endowments, foundations and
corporations, as well as high net worth individuals, who are willing
to maintain a minimum account balance of $100,000. Institutional
Shares are also made available for purchase and dividend reinvestment
to all holders of the Fund's shares as of February 14, 1997, when all
the Fund's then outstanding shares were designated as Institutional
Shares, subject to a minimum account balance requirement of $500.
Institutional Shares may be purchased at the relevant net
asset value without a sales charge. The minimum initial investment
for Institutional Shares is $100,000. (This requirement is
inapplicable to shareholders who purchased shares prior to February
14, 1997, who met the initial investment minimum in effect for the
Fund at the time of their initial purchase.) To purchase
Institutional Shares, simply complete the application form enclosed
with this Prospectus and mail it to the Fund in care of DST Systems,
Inc., the Fund's transfer agent, as follows:
Berger Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141
Additional investments may be made at any time by telephone
or by mail at the relevant net asset value by calling or writing the
Fund. Unless effected through an Automatic Investment Plan,
subsequent purchases by shareholders must be in the minimum amount of
$1,000.
A confirmation indicating the details of the transaction
will be sent promptly. Unless full shares only are specified, all
purchases will be made in full and fractional shares calculated to
three decimal places.
All purchase orders are effected at the relevant net asset
value per share for the Institutional Shares of the Fund next
determined after receipt of the purchase order, completed application
and payment. A purchase order, together with payment in proper form,
received by the transfer agent, sub-transfer agent or any other
authorized agent of the Fund prior to the close of the New York Stock
Exchange (the "Exchange") on a day the Fund is open for business will
be effected at that day's net asset value. An order received after
that time will be effected at the net asset value determined on the
next business day. See "Redemptions of Fund Shares - Redemptions by
Telephone" for the Fund's policies and procedures on effecting
transactions by telephone.
Payment for shares purchased may be made as follows:
-11-<PAGE>
BY WIRE OR ELECTRONIC FUNDS TRANSFER. Payment for shares
purchased may be made by wire or electronic funds transfer from the
investor's bank to DST Systems, Inc. Please call 1-800-551-5849 for
current wire or electronic funds transfer instructions. The following
information may be requested: name of authorized person; shareholder
name; shareholder account number; name of Fund; amount being wired or
transferred; and name of wiring or transferring bank.
BY MAIL. Alternatively, payment for shares purchased may be
made by mail, so long as payment is accompanied or preceded by a
completed account application. Payment should be made by check or
money order drawn on a United States bank and made payable to the
"Berger Funds". Checks not made payable to the Berger Funds, the
account registrant, transfer agent or retirement account custodian
will not be accepted. The Fund will not accept purchases by cash or
credit card or checks drawn on foreign banks unless provision is made
for payment through a U.S. bank in U.S. dollars.
Fund shares may also 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 Fund and may
impose other charges or restrictions different from those applicable
to shareholders who invest in the Fund directly. Fees charged by
these organizations will have the effect of reducing a shareholder's
total return on an investment in Fund shares. No such charge will be
paid by an investor who purchases shares directly from the Fund as
described above.
The Fund will, at its discretion, accept orders transmitted
by these organizations although not accompanied by payment for the
shares being purchased. Payment must be received by the Fund within
three business days after acceptance of the order. The price at which
a purchase will be effected is based on the next calculation of net
asset value after the order is received by the Fund's transfer agent,
sub-transfer agent or any other authorized agent of the Fund.
The Fund reserves the right in its sole discretion to
withdraw all or any part of the offering made by this Prospectus or to
reject purchase orders, when in the judgment of management, such
withdrawal or rejection is in the best interest of the Fund. The Fund
also reserves the right at any time to waive the minimum investment
requirements applicable to initial or subsequent investments or to
increase minimum investment or account balance requirements following
notice. No application to purchase shares is binding on the Fund
until accepted in writing.
-12-<PAGE>
Investors may, subject to the approval of the Fund, purchase
Institutional Shares of the Fund with liquid securities that are
eligible for purchase by the Fund (consistent with the Fund's
investment policies and restrictions) and that have a value that is
readily ascertainable in accordance with the valuation policies of the
Fund. These transactions will be effected only if the Sub-Advisor
intends to retain the securities in the Fund as an investment. Assets
so purchased will be valued in generally the same manner as they would
be valued for purposes of pricing the Fund's Institutional Shares, if
such assets were included in the Fund's assets at the time of
purchase. The Fund reserves the right to amend or terminate this
practice at any time.
9. NET ASSET VALUE
The price of the Fund's Institutional Shares is based on the
net asset value of the Fund, which is determined at the close of the
regular trading session of the Exchange (normally 4:00 p.m., New York
time) each day that the Exchange is open.
The per share net asset value of the Institutional Shares is
determined by dividing the Institutional Shares' pro rata portion of
the total value of the Fund's securities and other assets, less the
Institutional Shares' pro rata portion of the Fund's liabilities and
the liabilities attributable directly to the Institutional Shares, by
the total number of Institutional Shares outstanding. In determining
net asset value, securities are valued at market value or, if market
quotations are not readily available, at their fair value determined
in good faith pursuant to consistently applied procedures established
by the trustees. Money market instruments maturing within 60 days are
valued at amortized cost, which approximates market value.
Since the Fund does not impose any front end sales load or
redemption fee, both the purchase price and the redemption price of an
Institutional Share are the same and will be equal to the next
calculated net asset value of an Institutional Share.
10. OPEN ACCOUNT SYSTEM AND SHARE CERTIFICATES
Unless otherwise directed, all investor accounts are
maintained on a book-entry basis. Share certificates will not be
issued unless requested by the shareholder. Shares purchased by
dividend reinvestment or under an Automatic Investment Plan, and
shares redeemed under a Systematic Withdrawal Plan, will be confirmed
after the end of each calendar quarter. Following any other
investment or redemption, the investor will receive a printed
confirmation indicating the dollar amount of the transaction, the per
share price of the transaction and the number of shares purchased or
redeemed.
11. REDEMPTION OF FUND SHARES
(i) Share Redemptions by Mail. The Fund will redeem, at
-------------------------
current net asset value, all shares of the Fund offered for
redemption. The redemption price of shares tendered for redemption
will be the net asset value next determined after receipt of all
required documents
-13-<PAGE>
by the Fund's transfer agent, sub-transfer agent or other authorized
agent of the Fund. To receive the net asset value for a specific day,
a redemption request must be received before the close of the Exchange
on that day. Shareholders who purchased their shares directly from
the Fund may redeem all or part of their shares in the Fund by sending
a written request to the Fund, c/o DST Systems, Inc., P.O. Box 419958,
Kansas City, MO 64141. The written request for redemption must be
signed by each registered owner exactly as the shares are registered
and must clearly identify the account and the number of shares or the
dollar amount to be redeemed.
The signatures of the redeeming shareholders must be
guaranteed by a national or state bank, a member firm of a domestic
stock exchange or the National Association of Securities Dealers
(NASD), a credit union, a federal savings and loan association or
another eligible guarantor institution if the redemption: is being
made payable other than exactly as registered; is being mailed to an
address which has been changed within 30 days of the redemption
request; or is being mailed to an address other than the one on
record. A notary public is not an acceptable guarantor. The Fund
also reserves the right to require a signature guarantee under other
circumstances. The signature guarantees must appear, together with
the signatures of the registered owners, (i) on the written request
for redemption which clearly identifies the account and the number of
shares to be redeemed, (ii) on a separate instrument of assignment
("stock power") which may be obtained from a bank or broker, or
(iii) on any share certificates tendered for redemption. The use of
signature guarantees is intended to protect the shareholder and the
Fund from a possibly fraudulent application for redemption.
Additional documents are required for redemptions by
corporations, executors, administrators, trustees and guardians. If
there is doubt as to what additional documents are required, please
write the Berger Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas
City, MO 64141, or call DST at 1-800-551-5849.
(ii) Redemptions by Telephone. All shareholders have
------------------------
Telephone Transaction Privileges to authorize purchases, exchanges or
redemptions unless they specifically decline this service on the
account application or by writing to the Fund, c/o DST Systems, Inc.,
P.O. Box 419958, Kansas City, MO 64141. The telephone redemption
option is not available for shares held in retirement accounts
sponsored by the Fund. Redemption requests may be made by telephoning
DST Systems, Inc., at 1-800-551-5849. To receive the net asset value
for a specific day, a redemption request must be received before the
close of the Exchange on that day. As discussed above, certain
requests must be in writing and the signature of a redeeming
shareholder must be signature guaranteed, and therefore shares may not
be redeemed by telephone, if the redemption: is being made payable
other than exactly as registered; is being mailed to an address which
has been changed within 30 days of the redemption request; is being
mailed to an address other than the one on record; or the shares are
represented by share certificates issued to the shareholder.
All telephone transactions are recorded and written
confirmations indicating the details of all telephone transactions
will promptly be sent to the shareholder of record. Prior
-14-<PAGE>
to accepting a telephone transaction, the shareholder placing the
order may be required to provide certain identifying information. A
shareholder electing to communicate instructions by telephone may be
giving up some level of security that would otherwise be present were
the shareholder to request a transaction in writing. Neither the Fund
nor its transfer agent or Advisor assume responsibility for the
authenticity of instructions communicated by telephone which are
reasonably believed to be genuine and which comply with the foregoing
procedures. The Fund, and/or its transfer agent, may be liable for
losses resulting from unauthorized or fraudulent telephone
instructions in the event these procedures are not followed.
In times of extreme economic or market conditions, redeeming
shares by telephone may be difficult. The Fund may terminate or
modify the procedures concerning the telephone redemption and wire
transfer services at any time, although shareholders of the Fund will
be given at least 60 days' prior notice of any termination or material
modification. The Advisor may, at its own risk, waive certain of the
redemption requirements described in the preceding paragraphs.
(iii) Payment for Redeemed Shares. Payment for shares
---------------------------
redeemed upon written request will be made by check and generally will
be mailed within three business days after receipt by the transfer
agent of the properly executed redemption request and any outstanding
certificates for the shares to be redeemed. Payment for shares
redeemed by telephone will be made by check payable to the account
name(s) and address exactly as registered, and generally will be
mailed within three business days following the date of the request
for redemption.
A shareholder may request that payment for redeemed shares
of the Fund be made by wire or electronic funds transfer.
Shareholders may elect to use these services on the account
application or by providing the Fund with a signature guaranteed
letter requesting these services and designating the bank to receive
all wire or electronic funds transfers. A shareholder may change the
predesignated bank of record by providing the Fund with written,
signature guaranteed instructions. Redemption proceeds paid by wire
transfer generally will be transmitted to the shareholder's
predesignated bank account on the next business day after receipt of
the shareholder's redemption request. Redemption proceeds paid by
electronic funds transfer will be electronically transmitted to the
shareholder's predesignated bank account on the second business day
after receipt of the shareholder's redemption request. There is no
fee for wire or electronic funds transfer of proceeds from the
redemption of Fund shares.
Shareholders may encounter delays in redeeming shares
purchased by check (other than cashier's or certified checks),
electronic funds transfer or through the Automatic Investment Program
if the redemption request is made within 15 days after the date of
purchase. In those situations, the redemption check will be mailed
within 15 days after the transfer agent's receipt of the purchase
instrument, provided that it has not been dishonored or cancelled
during that time. The foregoing policy is to ensure that all payments
for the shares being redeemed have been honored. In addition to the
foregoing restrictions, no redemption payment can be made for shares
which have been purchased by telephone order until full payment for
the shares has
-15-<PAGE>
been received. In any event, valid redemption requests concerning
shares for which full payment has been made will be priced at the net
asset value next determined after receipt of the request.
(iv) Redemption In-Kind. The Fund intends to redeem its
------------------
shares only for cash, although it retains the right to redeem its
shares in-kind under unusual circumstances, in order to protect the
interests of the remaining shareholders, by the delivery of securities
selected from its assets at its discretion. The Fund is, however,
governed by Rule 18f-1 under the Investment Company Act of 1940
pursuant to which the Fund is obligated to redeem shares solely in
cash up to the lesser of $250,000 or 1% of the net assets of the Fund
during any 90-day period for any one shareholder. Should redemptions
by any shareholder during any 90-day period exceed such limitation,
the Fund will have the option of redeeming the excess in cash or in-
kind. If shares are redeemed in-kind, the redeeming shareholder
generally will incur brokerage costs in converting the assets to cash.
(v) Redemptions by the Fund. As a means of reducing its
-----------------------
expenses, the Fund is authorized to redeem involuntarily all
Institutional Shares held in accounts with a value of less than
$100,000. (Shareholders who purchased Fund shares prior to February
14, 1997, and whose shares were designated as Institutional Shares on
that date are subject only to a minimum account balance requirement of
$500.) Such redemptions will be permitted only when the account is
reduced below the minimum value by redemption, and not by declines in
per share net asset value. As a result, accounts established with the
applicable minimum investment might be subject to redemption after
only a small redemption has been made by the shareholder. At least 60
days' written notice will be given to a shareholder before such an
account is redeemed. During that time, the shareholder may add
sufficient funds to the account to meet or exceed the minimum. If
this condition is not met, the shares will be redeemed at the per
share net asset value next determined after the 60th day following the
notice. A check for the proceeds will be sent to the shareholder
unless a share certificate has been issued, in which case payment will
be made upon surrender of the certificate.
12. EXCHANGE PRIVILEGE
(i) Exchanges. By telephoning the Fund at 1-800-551-5849,
---------
or writing to the Fund, in care of DST at P.O. Box 419958, Kansas
City, MO 64141, any shareholder may exchange, without charge, any or
all of his or her shares in the Fund, subject to stated minimums, for
shares of any of the publicly available Berger Funds. Exchanges may
be made only if the Berger Fund into which a shareholder wishes to
exchange shares is registered in the shareholder's state of residence.
It is each investor's responsibility to obtain and read a
prospectus of the Berger Fund into which the investor is exchanging.
By giving exchange instructions, a shareholder will be deemed to have
acknowledged receipt of the prospectus for the Berger Fund being
purchased. Up to four exchanges out of the Fund are permitted during
the calendar year. This limit helps
-16-<PAGE>
keep the Fund's net asset base stable and reduces the Fund's
administrative expenses. In times of extreme economic or market
conditions, exchanging Fund shares by telephone may be difficult. See
"Redemption of Fund Shares - Redemptions by Telephone" for procedures
for telephone transactions.
Redemptions of shares in connection with exchanges into or
out of the Fund are made at the net asset value per share next
determined after the exchange request is received. To receive a
specific day's price, a letter or call must be received before that
day's close of the Exchange. Each exchange represents the sale of
shares from one fund and the purchase of shares in another, which may
produce a gain or loss for U.S. Federal income tax purposes.
All exchanges out of the Fund are subject to the minimum and
subsequent investment requirements of the fund into which shares are
being exchanged. Exchanges will be accepted only if the registration
of the two accounts is identical. Neither the Fund, the Berger Funds,
nor their transfer agents or advisors assume responsibility for the
authenticity of exchange instructions communicated by telephone or in
writing which are believed to be genuine. See "Redemption of Fund
Shares - Redemptions by Telephone" for procedures for telephone
transactions. All shareholders have Telephone Transaction Privileges
to authorize exchanges unless they specifically decline this service
on the account application or by writing to the Fund, c/o DST Systems,
Inc., P.O. Box 419958, Kansas City, MO 64141.
13. PLANS AND PROGRAMS
The Fund offers several tax-qualified retirement plans for
adoption by individuals and employers. The Fund also offers both a
profit-sharing plan and a money purchase pension plan for employers
and self-employed persons, an Individual Retirement Account ("IRA")
and a 403(b) Custodial Account.
In order to receive the necessary materials to create a
profit-sharing or money purchase pension plan account, an IRA account
or a 403(b) Custodial Account, please write to the Fund, c/o Berger
Associates, Inc., P.O. Box 5005, Denver, CO 80217, or call 1-800-706-
0539. Trustees for existing 401(k) or other plans interested in
utilizing Fund shares as an investment or investment alternative in
their plans should contact the Fund at 1-800-551-5849.
The Fund also offers an Automatic Investment Plan (minimum
$100 per monthly or quarterly investment) and a Systematic Withdrawal
Plan (for shareholders who own shares of the Fund worth at least
$5,000; minimum of $50 withdrawn monthly, quarterly, semiannually or
annually). Forms for these plans may be obtained by writing to the
Fund, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141,
or call 1-800-551-5849.
-17-<PAGE>
14. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT
The Fund intends to declare dividends representing the
Fund's net investment income annually, normally in December. It is
also the present policy of the Fund to distribute annually all of its
net realized capital gains.
The Fund has elected and intends to maintain its
qualification to be treated as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended. If it
so qualifies and meets certain minimum distribution requirements, the
Fund generally will not be liable for Federal income tax on the amount
of its earnings that are timely distributed. If the Fund distributes
annually less than 98% of its income and gain, it may be subject to a
nondeductible excise tax equal to 4% of the shortfall.
All dividends and capital gains distributions paid by the
Fund will be automatically reinvested in shares of the Fund at the net
asset value on the ex-dividend date unless an investor specifically
requests that either dividends or distributions, or both, be paid in
cash. The election to receive dividends or distributions in cash or
to reinvest them in Fund shares may be changed by calling the Berger
Funds at 1-800-551-5849 or by written request to the Berger Funds,
c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141, and
must be received at least ten days prior to the record date of any
dividend or capital gains distribution.
The Fund will inform its shareholders of the amount and
nature of such income or gains resulting from their investment in the
Fund. Dividends declared and payable to shareholders of record on a
specified date in December will be deemed to have been received by
shareholders on December 31 for tax purposes if paid during January
the following year. Dividends paid by the Fund from net investment
income and distributions from net short-term capital gains in excess
of any net long-term capital losses, whether received in cash or
reinvested, generally will be taxable as ordinary income.
Distributions received from the Fund designated as long-term capital
gains (net of capital losses), whether received in cash or reinvested,
will be taxable as long-term capital gains without regard to the
length of time a shareholder has owned shares in the Fund. Any loss
on the redemption or other sale or exchange of the Fund's shares held
for six months or less will be treated as a long-term capital loss to
the extent of any long-term capital gain distribution received on the
shares. A portion of the dividends (but not capital gains
distributions) paid by the Fund may be eligible for the dividends
received deduction for corporate shareholders to the extent that the
Fund's income consists of dividends paid by United States
corporations. If a shareholder is exempt from Federal income tax, the
shareholder will not generally be taxed on amounts distributed by the
Fund.
At certain levels of taxable income, the Internal Revenue
Code provides a preferential tax rate for long-term capital gains.
Long-term capital gains of taxpayers other than corporations are taxed
at a 28% maximum rate, whereas ordinary income is taxed at a 39.6%
maximum rate. Capital losses continue to be deductible only against
capital gains plus (in the
-18-<PAGE>
case of taxpayers other than corporations) $3,000 of ordinary income
annually ($1,500 for married individuals filing separately).
Some shareholders may be subject to 31% "backup withholding"
on dividends, capital gains distributions and redemption payments made
by the Fund. Backup withholding generally will apply to shareholders
who fail to provide the Fund with their correct taxpayer
identification number or to make required certifications. Backup
withholding is not an additional tax. Any amounts withheld may be
credited against a shareholder's U.S. Federal income tax liability.
The foregoing is only a brief summary of the Federal income
tax considerations affecting the Fund and its shareholders.
Accordingly, potential investors should consult their tax advisors
with specific reference to their own tax situation.
15. ADDITIONAL INFORMATION
Today, the Fund is a series of a Massachusetts business
trust (the "Trust") organized on April 20, 1990. The Fund was
initially organized in November 1984 as a Delaware corporation, and
operated as a private investment fund from February 14, 1985, to
October 20, 1987, when it was registered as an investment company
under the Investment Company Act of 1940 and its initial registration
statement under the Securities Act of 1933 became effective. On
May 18, 1990, the Fund as a series of the Trust assumed all of the
assets and liabilities of the predecessor Delaware corporation. All
references in this Prospectus to the Fund and all financial and other
information about the Fund prior to May 18, 1990, are to the Fund as a
Delaware corporation, and all references after May 18, 1990, are to
the Fund as a series of the Trust. Prior to February 14, 1997, when
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 Fund and the Trust were known as The Omni Investment Fund.
The Trust is authorized to issue an unlimited number of
shares of beneficial interest in series or portfolios. Currently, the
Fund is the only series established under the Trust, although others
may be added in the future. Shares of the Fund are fully paid and
nonassessable when issued. Each share has a par value of $.01.
Currently, the Fund offers two classes of shares by separate
prospectuses. The Institutional Shares offered in this Prospectus are
designed for pension and profit-sharing plans, employee benefit
trusts, endowments, foundations and corporations, as well as high net
worth individuals, who are willing to maintain a minimum account
balance of $100,000. Institutional Shares are also made available for
purchase and dividend reinvestment to all holders of the Fund's shares
as of February 14, 1997, when all the Fund's then outstanding shares
were designated as Institutional Shares, subject to a minimum account
balance requirement of $500. A separate class of shares, Investor
Shares, are available to the general public, subject to the Fund's
regular minimum investment requirements (currently a $2,000 minimum
initial investment). Because each class of shares of the Fund is
subject to different expenses, the performance of, and any dividend or
other
-19-<PAGE>
distribution made to, each class of shares will differ. For
additional information about the other class of shares offered by the
Fund, please call the Berger Funds at 1-800-706-0539.
Shareholders owning a particular series or class of shares
of the Fund will vote separately on matters relating to that series or
class, although they will vote together and along with the
shareholders of other series and classes of the Fund in the election
of trustees of the Trust and on all matters relating to the Trust as a
whole. Each full share of the Fund has one vote. Shares of the Fund
have non-cumulative voting rights, which means that the holders of
more than 50% of the shares voting for the election of trustees can
elect 100% of the trustees if they choose to do so and, in such event,
the holders of the remaining less than 50% of the shares voting for
the election of trustees will not be able to elect any person or
persons as trustees. The Fund is not required to hold annual
shareholder meetings unless required by the Investment Company Act of
1940 or other applicable law or unless called by the trustees.
The Fund's transfer agent and dividend disbursing agent is
Investors Fiduciary Trust Company ("IFTC"), 127 West 10th Street,
Kansas City, MO 64105. IFTC has engaged DST Systems, Inc., as sub-
agent to provide transfer agency and dividend disbursing services for
the Fund. Accordingly, the address and telephone number for DST
Systems, Inc., set forth in this Prospectus should be used for
correspondence with the Fund's transfer agent.
16. PERFORMANCE
From time to time in advertisements, the Fund may discuss
its performance ratings as published by recognized mutual fund
statistical services, such as Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc., or Morningstar, Inc., or Value Line
Investment Survey or by publications of general interest such as The
---
Wall Street Journal, Investor's Business Daily, Barron's, Financial
- ------------------- ------------------------- -------------------
World or Kiplinger's Personal Finance Magazine. In addition, the Fund
- ----- -------------------------------------
may compare its performance to that of recognized broad-based
securities market indices, including the Standard & Poor's 500 Stock
Index, the Dow Jones Industrial Average, the Russell 2000 Stock Index,
the Standard & Poor's 600 Small Cap Index or the Nasdaq Composite
Index, or more narrowly-based indices which reflect the market sectors
in which the Fund invests.
The total return of the Fund is calculated for any specified
period of time by assuming the purchase of shares of the Fund at the
net asset value at the beginning of the period. Each dividend or
other distribution paid by the Fund is assumed to have been reinvested
at the net asset value on the reinvestment date. The total number of
shares then owned as a result of this process is valued at the net
asset value at the end of the period. The percentage increase is
determined by subtracting the initial value of the investment from the
ending value and dividing the remainder by the initial value.
The Fund's total return reflects the Fund's performance over
a stated period of time. An average annual total return reflects the
hypothetical annually compounded return that
-20-<PAGE>
would have produced the same total return if the Fund's performance
had been constant over the entire period. Total return figures are
based on the overall change in value of a hypothetical investment in
the Fund. Because average annual total returns for more than one year
tend to smooth out variations in the Fund's return, investors should
recognize that such figures are not the same as actual year-by-year
results.
Shares of the 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 a separate class
of shares designated as Investor Shares. Total return of the
Institutional 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.
Any performance figures for the Fund are based upon
historical results and do not assure future performance. The
investment return and principal value of an investment will fluctuate
so that an investor's shares, when redeemed, may be worth more or less
than their original cost.
Shareholders with questions should write to the Berger
Funds, c/o Berger Associates, Inc., P.O. Box 5005, Denver, CO 80217,
or call 1-303-329-0200 or 1-800-706-0539.
-21-
<PAGE>
BERGER SMALL CAP VALUE FUND
INVESTOR SHARES
STATEMENT OF ADDITIONAL INFORMATION
SHAREHOLDER SERVICES: 1-800-551-5849
This Statement of Additional Information about the Berger
Small Cap Value Fund (the "Fund") Investor Shares is not a prospectus.
It should be read in conjunction with the Prospectus describing the
Investor Shares of the Fund, dated February 14, 1997, which may be
obtained by writing the Fund at P.O. Box 5005, Denver, Colorado 80217,
or calling 1-800-333-1001.
The Fund is a no-load, diversified mutual fund. The
investment objective of the Fund is capital appreciation. The Fund
seeks to achieve this objective by investing primarily in common
stocks of small companies that the Fund's investment sub-advisor
believes are undervalued in the marketplace relative to their assets,
earnings, cash flow or business franchise. Under normal
circumstances, the Fund will invest at least 65% of its assets in
common stocks of small companies with market capitalizations of less
than $1 billion at the time of initial purchase. The balance of the
Fund may be invested in common stocks of companies with market
capitalizations in excess of $1 billion, equity securities other than
common stocks, government securities, short-term investments or other
securities described in the Prospectus, if the sub-advisor believes
these are likely to be best suited at that time to achieve the Fund's
objective. Current income is not an investment objective of the Fund
and any income produced will be a by-product of the effort to achieve
the Fund's objective.
This Statement of Additional Information is about the class
of shares of the Fund designated as Investor Shares. Investor Shares
are available for sale to the general public, subject to the Fund's
regular minimum initial investment requirement of $2,000 and a minimum
subsequent investment requirement of $50.
The Fund is a series of Berger Omni Investment Trust, a
Massachusetts business trust (the "Trust"). Prior to February 14,
1997, the Fund and the Trust were known as The Omni Investment Fund.
FEBRUARY 14, 1997<PAGE>
TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS
Cross-References to
Related Disclosures
Table of Contents in Prospectus
_________________ ___________________
Introduction Section 3
1. Portfolio Policies of the Fund Section 3, 4, 5
2. Investment Restrictions Section 4
3. Management of the Fund Section 6
4. Investment Advisor Section 6
5. Expenses of the Fund Section 7, 8
6. Brokerage Policy Section 8
7. How to Purchase Shares in Section 9
the Fund
8. How the Net Asset Value is Section 10
Determined
9. Income Dividends, Capital Gains Section 15
Distributions and Tax Treatment
10. Suspension of Redemption Rights Section 12
11. Tax-Sheltered Retirement Plans Section 14
12. Special Purchase and Exchange PlansSection 13
13. Performance Information Section 17
14. Additional Information Section 16
Financial Statements
-i-<PAGE>
INTRODUCTION
______________
The Berger Small Cap Value Fund (the "Fund") is a mutual fund, or
to use a more technical term, a diversified open-end, management
investment company. The Fund's investment objective is capital
appreciation.
1. Portfolio Policies of the Fund
______________________________
The Prospectus discusses the investment objective of the Fund and
the policies to be employed to achieve that objective. This section
contains supplemental information concerning the types of securities
and other instruments in which the Fund may invest, the investment
policies and portfolio strategies that the Fund may utilize and
certain risks attendant to those investments, policies and strategies.
CONVERTIBLE SECURITIES. The Fund may purchase securities that
are convertible into common stock when the Sub-Advisor believes they
offer the potential for a higher total return than nonconvertible
securities. While fixed income securities generally have a priority
claim on a corporation's assets over that of common stock, some of the
convertible securities which the Fund may hold are high-yield/high-
risk securities that are subject to special
-1-<PAGE>
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 being rated below investment grade by
organizations such as Moody's Investors Service, Inc., and Standard &
Poor's Corporation, or being of similar creditworthiness in the
determination of the Sub-Advisor. The Fund has no pre-established
minimum quality standards for convertible securities and may invest in
convertible securities of any quality, including lower rated or
unrated securities. However, the Fund will not invest in any security
in default at the time of purchase or in any nonconvertible debt
securities rated below investment grade, and the Fund will invest less
than 20% of the market value of its net assets at the time of purchase
in convertible securities rated below investment grade. If
convertible securities purchased by the Fund are downgraded following
purchase, or if other circumstances cause 20% or more of the Fund's
assets to be invested in convertible securities rated below investment
grade, the trustees of the Fund, in consultation with the Sub-Advisor,
will determine what action, if any, is appropriate in light of all
relevant circumstances. For a further discussion of debt security
ratings, see Appendix A to the Statement of Additional Information.
ILLIQUID SECURITIES. The Fund is authorized to invest in
securities which are illiquid or not readily marketable because, based
upon their nature or the market for such securities, no ready market
is available. However, the Fund will not purchase any such security,
the purchase of which would cause the Fund to invest more than 10% of
its net assets, measured at the time of purchase, in illiquid
securities. Investments in illiquid securities involve certain risks
to the extent that the 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. If securities become
illiquid following purchase or other circumstances cause more than 10%
of the Fund's net assets to be invested in illiquid securities, the
trustees of the Fund, in consultation with the Fund's Sub-Advisor,
will determine what action, if any, is appropriate in light of all
relevant circumstances. Repurchase agreements maturing in more than
seven days will be considered as illiquid for purposes of this
restriction.
REPURCHASE AGREEMENTS. The 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 the Fund
acquires a debt security (generally a 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).
-2-<PAGE>
A repurchase agreement may be considered a loan collateralized by
securities. The resale price reflects an agreed upon interest rate
effective for the period the instrument is held by the Fund and is
unrelated to the interest rate on the underlying instrument. In these
transactions, the securities acquired by the 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 trustees will
establish guidelines and standards for review by the Sub-Advisor of
the creditworthiness of any bank, broker or dealer party to a
repurchase agreement with the Fund. The Fund will not enter into a
repurchase agreement maturing in more than seven days if as a result
more than 10% of the Fund's net assets would be invested in such
repurchase agreements and other illiquid securities.
The use of repurchase agreements involves certain risks. For
example, if the other party to the agreement defaults on its
obligation to repurchase the underlying security at a time when the
value of the security has declined, the 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 the Fund not within
the control of the Fund and therefore the realization by the Fund on
such collateral may automatically be stayed. Finally, it is possible
that the 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. Although these risks are acknowledged,
it is expected that they can be controlled through careful monitoring
procedures.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Fund may
purchase and sell securities on a when-issued or delayed delivery
basis. However, the Fund currently does not intend to purchase or
sell securities on a when-issued or delayed delivery basis, if as a
result more than 5% of its 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, equity
obligations of issuers eligible for investment by the 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 on a comparable
security available when delivery takes place may vary from the yield
on the security at the time that the when-issued or delayed delivery
transaction was entered into. Any failure to consummate a when-issued
or delayed delivery transaction may result in the 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 the Fund until it receives
delivery or payment from the other party to the transaction.
-3-<PAGE>
When the 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.
HEDGING TRANSACTIONS. As described in the Prospectus, the Fund
is authorized to make limited use of certain types of 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
the Fund's securities or the price of securities that the Fund is
considering purchasing. The utilization of options is also subject to
policies and procedures which may be established by the trustees from
time to time. A hedging transaction may partially protect the Fund
from a decline in the value of a particular security or its portfolio
generally, although hedging may also limit the 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.
The following is additional information concerning the options which
the 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
premiums paid for the purchase of options. In addition, the Fund may
only write call options that are covered and only up to 10% of the
Fund's net assets. The following information should be read in
conjunction with the information concerning the Fund's use of options
and the risks of such instruments contained in the Prospectus.
Options on Securities and Securities Indices. The Fund 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
-4-<PAGE>
security, in which case the option could be exercised and the
underlying security would then be sold by the 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 the 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 the 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 the 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.
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
the 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.
The 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.
-5-<PAGE>
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 the Fund would
have to exercise the options in order to realize any profit. If the
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 the 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.
The 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 the Fund upon 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. The 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 the
Fund upon exercise of the option, and, unless
-6-<PAGE>
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 the 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 Fund will
generally invest may be imperfect, the Fund expects, 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 the 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.
PORTFOLIO TURNOVER. The portfolio turnover rates of the Fund are
shown in the Financial Highlights table in Section 2 of the
Prospectus. The annual portfolio turnover rates of the Fund 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. A 100% turnover rate is higher than
the turnover rate experienced by most mutual funds. The Fund
anticipates that its portfolio turnover rates in future years may
exceed 100%, and investment changes will be made whenever management
deems them appropriate even if this results in a higher portfolio
turnover rate. In addition, portfolio turnover may increase as a
result of large amounts of purchases and redemptions of shares of the
Fund due to economic, market or other factors that are not within the
control of management.
Increased portfolio turnover would necessarily result in
correspondingly higher brokerage costs for the Fund. The existence of
a high portfolio turnover rate has no direct relationship to the tax
liability of the Fund, although sales of certain stocks will lead to
realization of gains, and, possibly, increased taxable distributions.
The Fund's brokerage policy is discussed further under Section 6
Brokerage Policy, and additional information concerning income taxes
is located under Section 15 Income Dividends, Capital Gains
Distributions and Tax Treatment.
2. Investment Restrictions
_______________________
The Fund has adopted the following 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 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. The Fund may not:
-7-<PAGE>
(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;
(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");
-8-<PAGE>
(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; or
(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 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 total 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 Fund.
-9-<PAGE>
3. Management of the Fund
______________________
The trustees and executive officers of the Fund are listed below,
together with information which includes their principal occupations
during the past five years and other principal business affiliations.
* GERARD M. LAVIN, 210 University Boulevard, Suite 900, Denver, CO
80206, age 54. President and a trustee of 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. Director of First of Michigan Capital Corp. (holding
company) and First of Michigan Corp. (broker-dealer) since
March 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 68. 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 71. Director and, formerly,
President (1974-1994) of Berger 100 Fund and Berger Growth
and Income Fund. Trustee of Berger Investment Portfolio
Trust since its inception in August 1993 (Chairman of the
Trustees through November 1994). Trustee of Berger
Institutional Products Trust since its inception in October
1995. Trustee of Berger/BIAM Worldwide Funds Trust and
Berger/BIAM Worldwide Portfolios Trust since their inception
in May 1996. Trustee of Berger Omni Investment Trust since
February 1997. Chairman (since 1994) and a Director (since
1973) and, formerly, President (1973-1994) of Berger
Associates.
LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, age 71.
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
-10-<PAGE>
Funds Trust, Berger/BIAM WorldwidePortfolios Trust and Berger Omni
Investment Trust.
KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age
51. 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
69. 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.
PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago, IL
60602, age 51. Since 1991, Director, Chairman, President
and Chief Executive Officer of Catalyst Institute
(international public policy research organization focused
primarily on financial markets and institutions) and
Catalyst Consulting (international financial institutions
business consulting firm). Formerly (1988-1991), Director,
President and Chief Executive Officer 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 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.
MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman,
MT 59717, age 59. Since 1994, Dean, and from 1989 to 1994,
a member of the Finance faculty, of the College of Business,
-11-<PAGE>
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.
WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135,
age 68. President, Sinclaire Cattle Co., and private
investor. Director of Berger 100 Fund and Berger Growth and
Income Fund. Trustee of Berger Investment Portfolio Trust,
Berger Institutional Products Trust, Berger/BIAM Worldwide
Funds Trust, Berger/BIAM Worldwide Portfolios Trust and
Berger Omni Investment Trust.
* CRAIG D. CLOYED, 210 University Boulevard, Suite 900, Denver, CO
80206, age 50. 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, Vice President
and Chief Marketing Officer of Berger Associates, Inc.,
since August 1995, 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 41. Vice President, Secretary and Treasurer
of Berger 100 Fund and Berger Growth and Income Fund since
October 1991, of Berger Investment Portfolio Trust since its
inception in August 1993, of Berger Institutional Products
Trust since its inception in October 1995, of Berger/BIAM
Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios
Trust since their inception in May 1996, and of Berger Omni
Investment Trust since February 1997. Also, Vice President-
Finance and Administration, Secretary and Treasurer of
Berger Associates since September 1991 and a director of
Berger Distributors, Inc., since its inception in May 1996.
Formerly, Financial Consultant (registered representative)
with Neidiger Tucker Bruner, Inc. (broker-dealer) (October
1989 to September 1991) and Financial Consultant with
Merrill Lynch, Pierce, Fenner & Smith, Inc. (October 1985 to
October 1989).
________________
* Interested person (as defined in the Investment Company Act of
1940) of the Fund and of the Fund's Advisor or Sub-Advisor.
The trustees of the Fund have adopted a trustee retirement age of
75 years.
-12-<PAGE>
TRUSTEE COMPENSATION
The officers of the Fund received no compensation from the Fund
during the fiscal year ended December 31, 1996. Each non-interested
trustee of the Fund received $300 per Board meeting attended. During
the fiscal year ended December 31, 1996, the Fund paid aggregate fees
to its non-interested trustees of $______.
Effective February 14, 1997, the trustees shown in the table
below, who also act as trustees of other Berger Funds, became the
trustees of the Fund with shareholder approval. As the Fund's new
trustees, those who are not interested persons of the Advisor or the
Sub-Advisor are compensated for their services according to a fee
schedule, allocated among the Berger Funds, which includes an annual
fee component and a per meeting fee component. Neither the officers
of the Fund nor the trustees receive any form of pension or retirement
benefit compensation from the Fund.
Set forth below is information regarding compensation paid or
accrued during the year ended December 31, 1996, for each current
trustee of the Fund as a director or trustee of other Berger Funds.
-13-
<PAGE>
NAME AND POSITION AGGREGATE AGGREGATE
WITH BERGER FUNDS COMPENSATION FROM COMPENSATION(1)
THE FUND FROM
ALL BERGER FUNDS(2)
Dennis E. Baldwin(3) $0* $_____
William M.B. Berger(3),(5) $0* $ 0
Louis R. Bindner(3) $0* $_____
Katherine A. Cattanach(3) $0* $_____
Lucy Black Creighton(3) $0* $_____
Paul R. Knapp(3) $0* $_____
Gerard M. Lavin(4),(5) $0* $ 0
Harry T. Lewis(3) $0* $_____
Michael Owen(3) $0* $_____
William Sinclaire(3) $0* $_____
* The persons named above were elected as trustees of the Fund
effective February 14, 1997, and accordingly did not receive any
compensation from the Fund during the fiscal year ended December 31,
1996. The Fund's former trustees who were not interested persons of
the Fund received during that fiscal year the following trustee
compensation: Burt W. Engelberg: $__________; John R. Hall
$__________; Keith L. Cook $________________.
(1) Directors/trustees who are not interested persons of Berger
Associates received as a group compensation from the Berger Funds of
approximately $__________ for the year ended December 31, 1996. Of
the aggregate amounts shown for each trustee, the following amounts
were deferred under applicable deferred compensation plans: Dennis E.
Baldwin $_______; Louis R. Bindner $____________; Katherine A.
Cattanach $_____________; Lucy Black Creighton $___________; Paul R.
Knapp $____________; Harry T. Lewis $______________; Michael Owen
$_____________; William Sinclaire $______________.
(2) Includes Berger 100 Fund, Berger Growth and Income Fund, Berger
Investment Portfolio Trust (two funds), Berger Institutional Products
Trust (three funds), Berger/BIAM Worldwide Portfolios Trust and
Berger/BIAM Worldwide Funds Trust (three funds). Berger Omni
Investment Trust (one fund) was added to the Berger Funds complex in
February 1997.
(3) Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.
(4) Trustee of Berger Institutional Products Trust, Berger/BIAM
Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios Trust and
Berger Omni Investment Trust.
(5) Interested person of the Fund or the Fund's Advisor or Sub-
Advisor.
-14-<PAGE>
Trustees may elect to defer receipt of all or a portion of their
fees pursuant to a fee deferral plan adopted by certain of the Berger
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 trustee for this purpose. Pursuant to an SEC exemptive order,
those Berger Funds that have adopted the plan are permitted to
purchase shares of the designated funds in order to offset their
obligation to the trustees participating in the plan. Purchases made
pursuant to the plan are excepted from any otherwise applicable
investment restriction limiting the purchase of securities of any
other investment company. The obligation of a Berger Fund to make
payments of deferred fees under the plan is a general obligation of
that fund.
As of the date of this Statement of Additional Information, the
current officers and trustees of the Fund as a group owned of record
or beneficially less than 1% of the outstanding shares of the Fund.
4. Investment Advisor
__________________
INVESTMENT ADVISOR
The investment advisor to the Fund is Berger Associates, Inc.
(the "Advisor" or "Berger Associates"), 210 University Boulevard,
Suite 900, Denver, CO 80206. Berger Associates became the Fund's
investment advisor on February 14, 1997, following shareholder
approval of a new Investment Advisory Agreement between the Fund and
the Advisor. The Advisor is responsible for managing the investment
operations of the Fund and the composition of its investment
portfolio. The Advisor is permitted to engage a sub-advisor for the
Fund. The Advisor also acts as the Fund's administrator and is
responsible for such functions as monitoring the Fund's compliance
with all applicable federal and state laws.
The Advisor has been in the investment advisory business for over
20 years. It serves as investment advisor or sub-advisor to mutual
funds, pension and profit-sharing plans, and institutional and private
investors, and has assets under management of more than $3.6 billion
as of September 30, 1996. Kansas City Southern Industries, Inc.
("KCSI") owns approximately 80% of the outstanding shares of the
Advisor. 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 Fund's sub-transfer
agent.
-15-<PAGE>
THE SUB-ADVISOR
Perkins, Wolf, McDonnell & Company (the "Sub-Advisor" or "PWM"),
53 West Jackson Boulevard, Suite 818, Chicago, Illinois 60604, has
been engaged as the Fund's investment sub-advisor. The Sub-Advisor
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. The Sub-Advisor 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 the
Advisor and the Sub-Advisor.
Robert H. Perkins is the individual who is primarily responsible
for the day-to-day management of the Fund's portfolio. Mr. Perkins
has held such responsibility and has been employed by the Sub-Advisor
since the Fund commenced operations in 1985. Mr. Perkins owns 49% of
the Sub-Advisor's outstanding common stock and serves as Secretary and
a director of the Sub-Advisor. Gregory E. Wolf owns 20% of the Sub-
Advisor's outstanding common stock and serves as President and a
director of the Sub-Advisor.
INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT
Under the Investment Advisory Agreement between the Advisor and
the Fund, the Advisor is responsible for managing the investment
operations of the Fund and the composition of its investment
portfolio. Under the Investment Advisory Agreement, the Advisor is
compensated for its services to the Fund by the payment of a fee at
the annual rate of 0.90% of the average daily net assets of the Fund.
The Investment Advisory Agreement will continue in effect until
April 1998, and thereafter from year to year if such continuation is
specifically approved at least annually by the trustees or by vote of
a majority of the outstanding shares of the 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 Sub-Advisor. The 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-
Advisor, the Sub-Advisor is responsible for day-to-day portfolio
management of the Fund. The Sub-Advisor manages the investments in
the Fund 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
-16-<PAGE>
of the Fund. The Fund pays no fees directly to the Sub-Advisor. The
Sub-Advisor will receive 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.
The Sub-Advisory Agreement will continue in effect until April
1998, and thereafter from year to year if such continuation is
specifically approved at least annually by the trustees or by vote of
a majority of the outstanding shares of the 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
Agreement is subject to termination by the Fund or the Sub-Advisor on
60 days' written notice, and terminates automatically in the event of
its assignment and in the event of termination of the Investment
Advisory Agreement.
OTHER ARRANGEMENTS BETWEEN THE ADVISOR AND SUB-ADVISOR
The Advisor and Sub-Advisor entered into an Agreement, dated
November 18, 1996 (the "November 18 Agreement"), under which, among
other things, the Sub-Advisor agreed that, so long as Berger acts as
the Fund's Advisor and PWM provides sub-advisory or other services in
connection with the Fund, the Sub-Advisor 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 (or at such earlier
time if the Sub-Advisory Agreement is terminated or not renewed by the
trustees other than for cause), Berger and PWM will enter into a
consulting agreement for PWM to provide consulting services to Berger
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 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.
Berger and PWM have further agreed under the November 18
Agreement that if the Fund's assets do not reach $100 million at any
time during the first five years after Berger becomes the Fund's
advisor, Berger will use its reasonable best efforts, consistent with
the fiduciary obligations of all parties, together with PWM, to obtain
the required approvals of a new advisory agreement between PWM and the
Trust for the Fund.
TRADE ALLOCATIONS
Investment decisions for the Fund and other accounts advised by
the Advisor are made independently with a view to
-17-<PAGE>
achieving each of their respective investment objectives and after
consideration of such factors as their current holdings, availability
of cash for investment and the size of their investments generally.
However, certain investments may be appropriate for the Fund and one
or more such accounts. If the Fund and other accounts advised by the
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 the Fund or other
participating accounts, or the size of the position obtained or
liquidated, the 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 Fund or Berger
Associates' other advisory clients. Directors and officers of Berger
Associates (including those who also serve as trustees of the Fund),
investment personnel and other designated covered persons deemed to
have access to current trading information ("access persons") are
required to pre-clear all transactions in securities not otherwise
exempt under the Code. Requests for authority to trade will be denied
pre-clearance when, among other reasons, the proposed personal
transaction would be contrary to the provisions of the Code or would
be deemed to adversely affect any transaction then known to be under
consideration for or currently being effected on behalf of any client
account, including the Fund.
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.
The Sub-Advisor 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 Fund, the Code prohibits
-18-<PAGE>
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 Fund
____________________
Under the Investment Advisory Agreement, the Fund has agreed to
compensate Berger Associates for its investment advisory services to
the Fund by the payment of a fee at the annual rate of .90 of 1%
(0.90%) of the average daily net assets of the Fund. The fee is
accrued daily and payable monthly. This fee may be higher than that
paid by most other mutual funds.
The Fund pays all of its expenses not assumed by Berger
Associates, which normally would include, but not be limited to,
investment advisor fees, 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 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 the Fund.
The 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.
The Fund has adopted a 12b-1 plan (the "Plan") for the Investor
Shares 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 .25 of 1% (0.25%) per annum of the Fund's average daily net
assets represented by the Investor Shares to finance activities
primarily intended to result in the sale of Investor Shares. The
expenses paid by Berger Associates may include payments made to the
Fund's distributor in connection with the distribution of the Investor
Shares, costs of preparing, printing and mailing prospectuses to other
than existing shareholders, as well as promotional expenses directed
at increasing the sale of Investor Shares.
The 12b-1 Plan for the Investor Shares came into effect on
February 14, 1997, when the Fund commenced offering the Investor
Shares. A further discussion of the Plan is contained in Section 8 of
the Prospectus.
The Fund has appointed Investors Fiduciary Trust Company ("IFTC")
as its recordkeeping and pricing agent. In addition, IFTC also serves
as the Fund's custodian, transfer agent and dividend
-19-<PAGE>
disbursing agent. IFTC has engaged DST as sub-agent to provide
transfer agency and dividend disbursing services for the Fund. As
noted in the previous section, 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 the Fund and performs certain accounting and
recordkeeping functions required by the Fund. The Fund pays 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 Fund's securities and cash, and
receive and remit the income thereon as directed by the management of
the Fund. The custodian and subcustodians do not perform any
managerial or policy-making functions for the Fund. For its services
as custodian, IFTC receives an asset-based fee plus certain
transaction fees and out-of-pocket expenses. Under the Custodian
Agreement in effect for the Fund until January 1, 1997, PWM, the
Fund's then investment advisor, acted as the Fund's custodian and was
not compensated under that Agreement other than by the reimbursement
of its costs in providing such services.
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
Fund's shareholders; calculates the amount of, and delivers to the
Fund's shareholders, proceeds representing all dividends and
distributions; and performs other related services. For these
services, IFTC receives a fee from the Fund 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 upon formula for certain earnings
credits on the cash balances of the Fund.
The trustees of the Fund have authorized Berger Associates to
place portfolio transactions 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.
The Fund and Berger Associates have entered into arrangements
with certain organizations (broker-dealers, recordkeepers and
administrators) to provide sub-transfer agency, recordkeeping,
shareholder communications, sub-accounting and/or
-20-<PAGE>
other services to investors purchasing shares of the Fund through
investment programs or pension plans established or serviced by those
organizations. The Fund and/or Berger Associates may pay fees to
these organizations for their services. Any such fees paid by the
Fund will be for services that otherwise would be provided or paid for
by the Fund if all the investors who own Fund shares through these
organizations were registered record holders of shares in the Fund.
In addition, under a separate Administrative Services Agreement
with respect to the Fund, Berger Associates performs certain
administrative and recordkeeping services not otherwise performed by
IFTC, including the preparation of financial statements and reports to
be filed with the Securities and Exchange Commission and state
regulatory authorities. The Fund pays Berger Associates a fee at an
annual rate of 1/100 of 1% (0.01%) of its average daily net assets for
such services. Those fees are in addition to the investment advisory
fees paid under the Investment Advisory Agreement. The administrative
services fees may be changed by the trustees without shareholder
approval.
The following table shows the cost to the Fund of the previously
applicable advisory fee for the last three fiscal years. For the
fiscal years shown, all amounts were paid to PWM, the Fund's then
investment advisor, now the Fund's Sub-Advisor.
Fiscal Year
Ended Advisory
December 31, Fee(1)
________________ ___________
1994 $ 168,271
1995 275,236
1996 _________
____________________
(1) Under the Investment Advisory Agreement in effect until February
14, 1997, the Fund paid an advisory fee at an annual rate of 1.00% of
the Fund's average daily net assets.
Distributor
___________
The distributor (principal underwriter) of the Fund's shares is
Berger Distributors, Inc. (the "Distributor"), 210 University Blvd.,
Suite 900, Denver, CO 80206. The Distributor may be reimbursed by
Berger Associates for its costs in distributing Investor Shares.
6. Brokerage Policy
________________
Although the Fund retains full control over its own investment
policies, under the terms of its Investment Advisory Agreement, Berger
Associates is directed to place the portfolio transactions of the
Fund. Berger Associates is required to report on the placement of
brokerage business to the trustees of the Fund
-21-<PAGE>
every quarter, indicating the brokers with whom Fund portfolio
business was placed and the basis for such placement.
Under the Investment Advisory Agreement in effect until February
14, 1997, the advisor was permitted to place the Fund's brokerage with
affiliated brokers, subject to adhering to certain procedures adopted
by the trustees and subject to obtaining prompt execution or orders at
the most favorable net price. All brokerage commissions paid by the
Fund during the most recent three fiscal years were paid to PWM, then
the Fund's advisor, now the Fund's Sub-Advisor, which is also a
registered broker-dealer. The amounts paid were as follows:
BROKERAGE COMMISSIONS
_____________________
Fiscal Year Ended
December 31 Paid to
PWM
1996 $____________
1995 $ 342,121
1994 $ 229,459
The Investment Advisory Agreement in effect since February 14,
1997, between the Fund and Berger Associates authorizes and directs
Berger Associates 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, the Agreement specifically authorizes
Berger Associates 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 Berger Associates 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 Berger Associates.
In accordance with this provision of the Agreement, Berger
Associates places portfolio brokerage business of the Fund with
brokers who provide useful research services to Berger Associates.
Such research services typically consist of studies made by investment
analysts or economists relating either to the past record of and
future outlook for companies and the industries in which they operate,
or to national and worldwide economic conditions, monetary conditions
and trends in investors' sentiment, and the relationship of these
factors to the securities market. In addition, such analysts may be
available for regular consultation so that Berger Associates may be
apprised of current developments in the above-mentioned factors.
-22-<PAGE>
The research services received from brokers are often helpful to
Berger Associates in performing its investment advisory responsi-
bilities to the Fund, but they are not essential, and the availability
of such services from brokers does not reduce the responsibility of
Berger Associates' advisory personnel to analyze and evaluate the
securities in which the Fund invests. The research services obtained
as a result of the Fund's brokerage business also will be useful to
Berger Associates 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
Berger Associates in rendering investment advice to the Fund.
Although such research services may be deemed to be of value to Berger
Associates, they are not expected to decrease the expenses that Berger
Associates would otherwise incur in performing its investment advisory
services for the Fund nor will the advisory fees that are received by
Berger Associates from the Fund be reduced as a result of the
availability of such research services from brokers.
The trustees of the Fund have authorized Berger Associates to
place portfolio transactions 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. To date, the trustees have not authorized Berger
Associates to place the Fund's brokerage with any other broker or
dealer affiliated with Berger Associates or the Sub-Advisor.
7. How To Purchase Shares In the Fund
__________________________________
Minimum Initial Investment $2,000.00
Minimum Subsequent Investment $ 50.00
To purchase shares in the Fund, simply complete the application
form enclosed with the Prospectus. Then mail it with a check payable
to "Berger Funds" to the Fund in care of DST Systems, Inc., the Fund's
sub-transfer agent, as follows:
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 Fund at
1-800-551-5849 or via personal computer through on-line service
providers or other on-line access points approved by the Fund, 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
-23-<PAGE>
electronic funds transfer. Shareholders may also remit payment 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 Fund and may
impose other charges or restrictions different from those applicable
to shareholders who invest in the Fund directly. Fees charged by
these organizations will have the effect of reducing a shareholder's
total return on an investment in Fund shares. No such charge will be
paid by an investor who purchases the Fund shares directly from the
Fund as described above.
8. How The Net Asset Value Is Determined
_____________________________________
The net asset value of the 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 Fund is not determined on weekends and
on New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day each
year. The per share net asset value of the Investor Shares is
determined by dividing the Investor Shares' pro rata portion of the
total value of the Fund's securities and other assets, less the
Investor Shares' pro rata portion of the Fund's liabilities and the
liabilities attributable to the Investor Shares, by the total number
of Investor Shares outstanding.
In determining net asset value, securities listed or traded
primarily on national exchanges, The Nasdaq Stock Market and foreign
exchanges are valued at the last sale price on such markets, or, if
such a price is lacking for the trading period immediately preceding
the time of determination, such securities are valued at the mean of
their current bid and asked prices. Securities that are traded in the
over-the-counter market are valued at the mean between their current
bid and asked prices. The market value of individual securities held
by the 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 trustees.
-24-<PAGE>
9. Income Dividends, Capital Gains
Distributions and Tax Treatment
_______________________________
It is the policy of the Fund to meet the requirements of
Subchapter M of the Internal Revenue Code and to distribute to its
investors all or substantially all of its taxable income as defined in
the Code. The Fund met the requirements for the last fiscal year end,
and intends to meet them in the future. If the Fund meets the
Subchapter M requirements, it generally is not liable for Federal
income taxes to the extent its earnings are distributed.
Qualification as a regulated investment company under the Internal
Revenue Code does not, however, involve any federal supervision of
management or of the investment practices or policies of the Fund. If
the Fund distributes annually less than 98% of its income and gain, it
will be subject to a nondeductible excise tax equal to 4% of the
shortfall.
Advice as to the tax status of each year's dividends and
distributions will be mailed annually to the shareholders of the Fund.
Dividends paid by the Fund from net investment income and
distributions from the Fund's net short-term capital gains in excess
of any net long-term capital losses, whether received in cash or
reinvested, generally will be taxable as ordinary income.
Distributions received from the Fund designated as long-term capital
gains (net of capital losses), whether received in cash or reinvested,
will be taxable as long-term capital gains without regard to the
length of time a shareholder has owned shares in the Fund. Any loss
on the redemption or other sale or exchange of the Fund's shares held
for six months or less will be treated as a long-term capital loss to
the extent of any long-term capital gain distribution received on the
shares. A portion of the dividends (but not capital gains
distributions) paid by the Fund may be eligible for the dividends
received deduction for corporate shareholders to the extent that the
Fund's income consists of dividends paid by United States
corporations. If a shareholder is exempt from Federal income tax, the
shareholder will not generally be taxed on amounts distributed by the
Fund.
Dividends and interest received by the Fund on foreign securities
may give rise to withholding and other taxes imposed by foreign
countries. It is expected that foreign taxes paid by the Fund will be
treated as expenses of the Fund. Tax conventions between certain
countries and the United States may reduce or eliminate such taxes.
If the amount of the Fund's distributions for a taxable year
exceeds the Fund's tax earnings and profits available for
distribution, all or portion or the distributions may be treated as a
return of capital or as capital gains. In the event a distribution is
treated as a return of capital, the shareholder's basis in his or her
Fund shares will be reduced to the extent the distribution is so
treated.
-25-<PAGE>
At certain levels of taxable income, the Internal Revenue Code
provides a preferential tax rate for long-term capital gains. Long-
term capital gains of taxpayers other than corporations are taxed at a
28% maximum rate, whereas ordinary income is taxed at a 39.6% maximum
rate. Capital losses continue to be deductible only against capital
gains plus (in the case of taxpayers other than corporations) $3,000
of ordinary income annually ($1,500 for married individuals filing
separately).
10. Suspension of Redemption Rights
_______________________________
The right of redemption may be suspended for any period during
which the New York Stock Exchange is closed or the Securities and
Exchange Commission determines that trading on the Exchange is
restricted, or when there is an emergency as determined by the
Securities and Exchange Commission as a result of which it is not
reasonably practicable for the 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 the Fund.
The Fund intends to redeem its shares only for cash, although it
retains the right to redeem its shares in-kind under unusual
circumstances, in order to protect the interests of the remaining
shareholders, by the delivery of securities selected from its assets
at its discretion. The Fund is, however, governed by Rule 18f-1 under
the Investment Company Act of 1940 pursuant to which the Fund is
obligated to redeem shares solely in cash up to the lesser of $250,000
or 1% of the net assets of the Fund during any 90-day period for any
one shareholder. For purposes of this threshold, each underlying
account holder whose shares are held of record in certain omnibus
accounts is treated as one shareholder. Should redemptions by any
shareholder during any 90-day period exceed such limitation, the Fund
will have the option of redeeming the excess in cash or in-kind. If
shares are redeemed in-kind, the redeeming shareholder generally will
incur brokerage costs in converting the assets to cash. The method of
valuing securities used to make redemption in-kind will be the same as
the method of valuing portfolio securities described under Section 8.
Shareholders have the ability to request in writing a review of the
valuation of in-kind redemptions, which will be considered by the
trustees of the Fund within 90 days of such written request.
11. Tax-Sheltered Retirement Plans
______________________________
The Fund offers a Profit-Sharing Plan, a Money Purchase Pension
Plan, an Individual Retirement Account and a 403(b) Custodial Account
for adoption by employers and individuals who wish to participate in
such Plans by accumulating shares of the Fund with tax-deductible
dollars.
-26-<PAGE>
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 Fund. All income and capital gains 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 and your employees'
compensation or 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 the 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 Fund. IFTC serves as trustee of the Plan, for
which it charges an annual trustee's fee of $12 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 Fund 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.
In order to receive the necessary materials to create a Profit-
Sharing or Money Purchase Pension Plan, please write to the Fund, c/o
Berger Associates, Inc., P.O. Box 5005, Denver, Colorado 80217, or
call 1-800-333-1001. Trustees for 401(k) or other
-27-<PAGE>
existing plans interested in utilizing Fund shares as an investment or
investment alternative in their plans should contact the Fund 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), you may make contributions totaling up to $4,000 to two
IRAs (with no more than $2,000 being contributed to either account).
If neither you nor your spouse are covered by 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 on
your IRA are not taxed until the account is distributed.
If you wish to create an IRA to invest in shares of the 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 of $12 per 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 Fund, 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 tax-
exempt organizations such as 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.
-28-<PAGE>
Your employer 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. 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 in the account are tax-free until
withdrawn.
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.
Individuals who wish to purchase shares of the Fund in
conjunction with a 403(b) Custodial Account may use a Custodian
Account Agreement and related forms available from the Fund. IFTC
serves as custodian of the 403(b) Custodial Account, for which it
charges an annual custodian fee of $12 per Fund 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 Fund, 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 the Fund 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 each
month.
-29-<PAGE>
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 the Fund 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 Cash Account
Trust ("CAT Portfolios"), separately managed, unaffiliated money
market funds, without charge, after receiving a current prospectus of
the other fund or CAT Portfolio. The exchange privilege with the CAT
Portfolios does not constitute an offering or recommendation of the
shares of any such CAT Portfolio by any of the funds or Berger
Associates. Exchanges into or out of the Fund are made at the net
asset value per share next determined after the exchange request is
received. Each exchange represents the sale of shares from one fund
and the purchase of shares in another, which may produce a gain or
loss for Federal income tax purposes. An exchange of shares may be
made by written request directed to DST Systems, Inc., via a personal
computer through on-line service providers or other on-line access
points approved by the Fund, or simply by telephoning the Berger Funds
at 1-800-551-5849. This privilege is revocable by the Fund, and is
not available in any state in which the shares of the Fund or 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
_______________________
The Prospectus contains a brief description of how total return
is calculated.
Quotations of average annual total return for the Fund will be
expressed in terms of the average annual compounded rate of return of
a hypothetical investment in the Fund over periods of 1, 5 and
10 years, or for the period since the Fund's registration statement
became effective, if shorter. These are the rates of return that
would equate the initial amount invested to the ending
-30-<PAGE>
redeemable value. These rates of return are calculated pursuant to
the following formula: P(1 + T) (to the power of n) = ERV (where P
= a hypothetical initial payment of $1,000, T = the average annual
total return, n = the number of years and ERV = the ending redeemable
value of a hypothetical $1,000 payment made at the beginning of the
period). All total return figures reflect the deduction of a
proportional share of Fund expenses on an annual basis, and assume
that all dividends and distributions are reinvested when paid.
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.
For the 1- and 5-year periods ending December 31, 1996, and for
the period from October 20, 1987 (date the Fund's registration
statement became effective) through December 31, 1996, the average
annual total returns for the Fund were [___]%, [___]% and [___]%,
respectively. For the 10-year period ending December 31, 1996, and
for the period from February 14, 1985 (commencement of operations)
through December 31, 1996, the Fund's average annual total returns
were [___]% and [___]%, respectively, both of which include
performance of the Fund prior to October 20, 1987, when the Fund's
initial registration statement became effective. During that period,
the Fund was not registered under the Investment Company Act of 1940
and thus was not subject to certain investment restrictions that are
imposed by that Act. If the Fund had been registered under that Act,
the Fund's performance during that period might have been adversely
affected.
Shares of the 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 Investor Shares.
Therefore, the quoted performance data include periods prior to the
adoption of class designations and do not reflect the 0.25% per year
12b-1 fee applicable to the Investor Shares, which might adversely
affect performance results for the Investor Shares for periods after
that date.
14. Additional Information
______________________
The 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 (the "Trust"). 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
-31-<PAGE>
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: The Investor Shares, to which this Statement of Additional
Information relates, are available to the general public, subject to
the Fund's regular minimum investment requirements as specified in the
Prospectus. A separate class of shares, Institutional Shares, are
offered through a separate prospectus and statement of additional
information and are designed for institutional, individual and other
investors willing to maintain a higher minimum account balance,
currently set at $100,000.
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. Therefore, no
annual or regular meetings of shareholders normally will be held,
unless otherwise required by the Declaration of Trust or the
Investment Company Act of 1940. Subject to the foregoing,
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.
Shareholders are entitled to one vote for each full share
held and fractional votes for fractional shares held on matters
submitted to a vote of shareholders. Shares of the Fund do not have
cumulative voting rights, which means that the holders of more than
50% of the shares voting for the election of trustees can elect 100%
of the trustees if they choose to do so, and in such event the holders
of the remaining shares will not be able to elect any person as a
trustee.
Shares of the Fund are fully paid and non-assessable when issued.
Dividends, distributions and the residual assets of the Fund in the
event of liquidation are distributed to shareholders equally for each
outstanding share of the Fund, subject to any applicable distinctions
by class. Shares of the Fund have no preemptive rights and no
conversion or subscription rights. Shares of the Fund may be
transferred by endorsement or stock power as is customary, but the
Fund is not required to recognize any transfer until it is recorded on
the books.
-32-<PAGE>
Under Massachusetts law, shareholders of the Fund could,
under certain circumstances, be held personally liable for the
obligations of the Fund. However, the Declaration of Trust 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 Fund's 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 possibility
that these circumstances would occur is 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.
Insofar as the management of the Fund is aware, as of November
11, 1996, no person owned, beneficially or of record, more than 5% of
the outstanding shares of the Fund, except for United Missouri Bank of
Kansas City, N.A., P.O. Box 419692, Kansas City, MO 64141, as trustee
of the Kansas City Southern Industries, Inc. Profit Sharing Trust,
which held approximately 20% of the Fund's outstanding shares (now all
designated as Institutional Shares).
DISTRIBUTION
The Distributor is the principal underwriter of the Fund's
shares. The Distributor is a registered broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The Distributor acts as the
agent of the Fund in connection with the sale of its shares in all
states in which the shares are registered and in which the Distributor
is qualified as a broker-dealer.
The Trust, on behalf of the Fund, and the Distributor are parties
to a Distribution Agreement that continues through April 1998, and
thereafter from year to year if such continuation is specifically
approved at least annually by the trustees or by vote of a majority of
the outstanding shares of the Fund and in either case by vote of a
majority of the trustees of the Trust who are not "interested persons"
(as that term is defined in the Investment Company Act of 1940) of the
Trust or the Distributor. The Distribution Agreement is subject to
termination by the Trust or the Distributor on not more than 60 days'
prior written notice, and terminates automatically in the event of its
assignment. Under the Distribution Agreement, the Distributor
continuously offers the Fund's shares and solicits orders to purchase
Fund shares at net asset value.
OTHER INFORMATION
Davis, Graham & Stubbs LLP, 370 Seventeenth Street, Denver,
Colorado, acts as counsel to the Fund.
-33-<PAGE>
Ernst & Young LLP, 233 South Wacker Drive, Chicago, Illinois,
acted as independent accountants for the Fund for the fiscal year
ended December 31, 1996.
The Fund has 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 Fund of which
this Statement of Additional Information is a part. If further
information is desired with respect to the Fund or such securities,
reference is made to the Registration Statement and the exhibits filed
as a part thereof.
Financial Statements
____________________
The statement of assets and liabilities, including the schedule
of investments, and the related statements of operations and of
changes in net assets and the financial highlights for the Fund for
the fiscal year ended December 31, 1996, and the Report of Independent
Auditors thereon dated January ___, 1997, are incorporated by
reference into this Statement of Additional Information from the
Annual Report to Shareholders dated December 31, 1996, for the Fund.
A copy of the 1996 Annual Report for the Fund is enclosed with this
Statement of Additional Information.
<PAGE>
APPENDIX A
HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS
The Fund may purchase securities which are convertible into
common stock when the Fund's management 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 Fund 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.
Specifically, corporate debt securities which are below
investment grade (securities rated Ba or lower by Moody's or BB or
lower by Standard & Poor's) and unrated securities which the Fund may
purchase and hold are subject to a higher risk of non-payment of
principal or interest, or both, than higher grade debt securities.
Generally speaking, the lower the quality of a debt security (which
may be reflected in its Moody's and/or Standard & Poor's ratings), the
higher the yield it will provide, but the greater the risk that
interest or principal payments will not be made when due. Thus, the
lower the grade of a security, the more speculative characteristics it
generally has. Information about the ratings of Moody's and Standard
& Poor's, and the investment risks associated with the various
ratings, is set forth below.
The market prices of these lower grade convertible 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.
CORPORATE BOND RATINGS
The ratings of fixed-income securities by Moody's and Standard &
Poor's are a generally accepted measurement of credit risk. However,
they are subject to certain limitations. Ratings are generally based
upon historical events and do not necessarily reflect the future. In
addition, there is a period of time between the issuance of a rating
and the update of the rating, during which time a published rating may
be inaccurate.
-35-<PAGE>
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.
-36-<PAGE>
C-Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.
Note: Moody's applies numerical modifiers, 1, 2 and 3 in each
generic rating classification from Aa through B in its corporate bond
rating system. The modifier 1 indicates that the security ranks in
the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the
issue ranks in the lower end of its generic category.
KEY TO STANDARD & POOR'S CORPORATE RATINGS
AAA-Debt rated AAA has the highest rating assigned by Standard &
Poor's. Capacity to pay interest and repay principal is extremely
strong.
AA-Debt rated AA has a very strong capacity to pay interest and
repay principal and differs from the higher rated issues only in small
degree.
A-Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than debt
in higher rated categories.
BBB-Debt rated BBB is regarded as having an adequate capacity to
pay interest and repay principal. Whereas it normally exhibits
adequate protection parameters, adverse economic conditions, or
changing circumstances are more likely to lead to a weakened capacity
to pay interest and repay principal for debt in this category than in
higher rated categories.
BB, B, CCC, CC and C-Debt rated BB, B, CCC, CC and C is regarded,
on balance, as predominantly speculative with respect to capacity to
pay interest and repay principal in accordance with the terms of the
obligation. BB indicates the lowest degree of speculation and C the
highest degree of speculation. While such debt will likely have some
quality and protective characteristics, these are out-weighed by the
large uncertainties or major risk exposures to adverse conditions.
C1-The rating C1 is reserved for income bonds on which no
interest is being paid.
D-Debt rated D is in default, and payment of interest and/or
repayment of principal is in arrears.
Plus (+) or Minus (-)-The ratings from "AA" to "CCC" may be
modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.
-37-
<PAGE>
BERGER SMALL CAP VALUE FUND
INSTITUTIONAL SHARES
STATEMENT OF ADDITIONAL INFORMATION
SHAREHOLDER SERVICES: 1-800-551-5849
This Statement of Additional Information about the
Berger Small Cap Value Fund (the "Fund") Institutional Shares is not a
prospectus. It should be read in conjunction with the Prospectus
describing the Institutional Shares of the Fund, dated February 14,
1997, which may be obtained by writing the Fund at P.O. Box 5005,
Denver, Colorado 80217, or calling 1-800-706-0539.
The Fund is a no-load, diversified mutual fund. The
investment objective of the Fund is capital appreciation. The Fund
seeks to achieve this objective by investing primarily in common
stocks of small companies that the Fund's investment sub-advisor
believes are undervalued in the marketplace relative to their assets,
earnings, cash flow or business franchise. Under normal
circumstances, the Fund will invest at least 65% of its assets in
common stocks of small companies with market capitalizations of less
than $1 billion at the time of initial purchase. The balance of the
Fund may be invested in common stocks of companies with market
capitalizations in excess of $1 billion, equity securities other than
common stocks, government securities, short-term investments or other
securities described in the Prospectus, if the sub-advisor believes
these are likely to be best suited at that time to achieve the Fund's
objective. Current income is not an investment objective of the Fund
and any income produced will be a by-product of the effort to achieve
the Fund's objective.
This Statement of Additional Information is about the
class of shares of the Fund designated as Institutional Shares.
Institutional Shares are designed for pension and profit-sharing
plans, employee benefit trusts, endowments, foundations and
corporations, as well as high net worth individuals, who are willing
to maintain a minimum account balance of $100,000. Shares of the Fund
may be offered through certain financial intermediaries that may
charge their customers transaction or other fees with respect to the
customers' investment in the Fund. Institutional Shares are also made
available for purchase and dividend reinvestment to all holders of the
Fund's shares as of February 14, 1997, when all the Fund's then
outstanding shares were designated as Institutional Shares, subject to
a minimum account balance of $500.
The Fund is a series of Berger Omni Investment Trust, a
Massachusetts business trust (the "Trust"). Prior to February 14,
1997, the Fund and the Trust were known as The Omni Investment Fund.
FEBRUARY 14, 1997
<PAGE>
TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS
Cross-References to
Related Disclosures
Table of Contents in Prospectus
----------------- -------------------
Introduction Section 3
1. Portfolio Policies of the Fund Section 3, 4, 5
2. Investment Restrictions Section 4
3. Management of the Fund Section 6
4. Investment Advisor Section 6
5. Expenses of the Fund Section 6, 7
6. Brokerage Policy Section 6, 7
7. Purchase of Shares in Section 8
the Fund
8. Net Asset Value Section 9
9. Income Dividends, Capital Gains Section 14
Distributions and Tax Treatment
10. Suspension of Redemption Rights Section 11
11. Tax-Sheltered Retirement Plans Section 13
12. Special Purchase and Exchange Plans Section 13
13. Performance Information Section 16
14. Additional Information Section 15
Financial Statements
<PAGE>
INTRODUCTION
------------
The Berger Small Cap Value Fund (the "Fund") is a
mutual fund, or to use a more technical term, a diversified open-
end, management investment company. The Fund's investment
objective is capital appreciation.
1. Portfolio Policies of the Fund
------------------------------
The Prospectus discusses the investment objective of
the Fund and the policies to be employed to achieve that
objective. This section contains supplemental information
concerning the types of securities and other instruments in which
the Fund may invest, the investment policies and portfolio
strategies that the Fund may utilize and certain risks attendant
to those investments, policies and strategies.
CONVERTIBLE SECURITIES. The Fund may purchase
securities that are convertible into common stock when the Sub-
Advisor believes they offer the potential for a higher total
return than nonconvertible securities. While fixed income
securities generally have a priority claim on a corporation's
assets over that of common stock, some of the convertible
securities which the Fund may hold are high-yield/high-risk
securities that are subject to special
-1-<PAGE>
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 being
rated below investment grade by organizations such as Moody's
Investors Service, Inc., and Standard & Poor's Corporation, or
being of similar creditworthiness in the determination of the
Sub-Advisor. The Fund has no pre-established minimum quality
standards for convertible securities and may invest in
convertible securities of any quality, including lower rated or
unrated securities. However, the Fund will not invest in any
security in default at the time of purchase or in any
nonconvertible debt securities rated below investment grade, and
the Fund will invest less than 20% of the market value of its net
assets at the time of purchase in convertible securities rated
below investment grade. If convertible securities purchased by
the Fund are downgraded following purchase, or if other
circumstances cause 20% or more of the Fund's assets to be
invested in convertible securities rated below investment grade,
the trustees of the Fund, in consultation with the Sub-Advisor,
will determine what action, if any, is appropriate in light of
all relevant circumstances. For a further discussion of debt
security ratings, see Appendix A to the Statement of Additional
Information.
ILLIQUID SECURITIES. The Fund is authorized to invest
in securities which are illiquid or not readily marketable
because, based upon their nature or the market for such
securities, no ready market is available. However, the Fund will
not purchase any such security, the purchase of which would cause
the Fund to invest more than 10% of its net assets, measured at
the time of purchase, in illiquid securities. Investments in
illiquid securities involve certain risks to the extent that the
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. If securities become illiquid following
purchase or other circumstances cause more than 10% of the Fund's
net assets to be invested in illiquid securities, the trustees of
the Fund, in consultation with the Fund's Sub-Advisor, will
determine what action, if any, is appropriate in light of all
relevant circumstances. Repurchase agreements maturing in more
than seven days will be considered as illiquid for purposes of
this restriction.
REPURCHASE AGREEMENTS. The 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 the Fund acquires a debt security
(generally a 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).
-2-<PAGE>
A repurchase agreement may be considered a loan collateralized by
securities. The resale price reflects an agreed upon interest
rate effective for the period the instrument is held by the Fund
and is unrelated to the interest rate on the underlying
instrument. In these transactions, the securities acquired by
the 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 trustees will establish guidelines
and standards for review by the Sub-Advisor of the
creditworthiness of any bank, broker or dealer party to a
repurchase agreement with the Fund. The Fund will not enter into
a repurchase agreement maturing in more than seven days if as a
result more than 10% of the Fund's net assets would be invested
in such repurchase agreements and other illiquid securities.
The use of repurchase agreements involves certain
risks. For example, if the other party to the agreement defaults
on its obligation to repurchase the underlying security at a time
when the value of the security has declined, the 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 the Fund not within the control of the Fund and therefore
the realization by the Fund on such collateral may automatically
be stayed. Finally, it is possible that the 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. Although these risks are acknowledged, it is expected
that they can be controlled through careful monitoring
procedures.
WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. The Fund
may purchase and sell securities on a when-issued or delayed
delivery basis. However, the Fund currently does not intend to
purchase or sell securities on a when-issued or delayed delivery
basis, if as a result more than 5% of its 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, equity obligations of issuers eligible
for investment by the 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 on a comparable security available when
delivery takes place may vary from the yield on the security at
the time that the when-issued or delayed delivery transaction was
entered into. Any failure to consummate a when-issued or delayed
delivery transaction may result in the 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 the Fund
until it receives delivery or payment from the other party to the
transaction.
-3-<PAGE>
When the 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.
HEDGING TRANSACTIONS. As described in the Prospectus,
the Fund is authorized to make limited use of certain types of
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 the Fund's securities or the price of
securities that the Fund is considering purchasing. The
utilization of options is also subject to policies and procedures
which may be established by the trustees from time to time. A
hedging transaction may partially protect the Fund from a decline
in the value of a particular security or its portfolio generally,
although hedging may also limit the 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. The following is additional information concerning
the options which the 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 premiums paid for the purchase of
options. In addition, the Fund may only write call options that
are covered and only up to 10% of the Fund's net assets. The
following information should be read in conjunction with the
information concerning the Fund's use of options and the risks of
such instruments contained in the Prospectus.
Options on Securities and Securities Indices. The Fund
--------------------------------------------
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 the 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 the 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
-4-<PAGE>
securities, nor do they represent any rights in the assets of the
issuer of those securities.
A call option written by the 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 the 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.
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 the 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.
The 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.
-5-<PAGE>
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 the Fund would have to exercise the options in order to
realize any profit. If the 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 the 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.
The 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 the Fund upon 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. The 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 the Fund upon
exercise of the option, and, unless
-6-<PAGE>
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 the 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 Fund will generally invest
may be imperfect, the Fund expects, 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 the 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.
PORTFOLIO TURNOVER. The portfolio turnover rates of
the Fund are shown in the Financial Highlights table in Section 2
of the Prospectus. The annual portfolio turnover rates of the
Fund 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. A 100%
turnover rate is higher than the turnover rate experienced by
most mutual funds. The Fund anticipates that its portfolio
turnover rates in future years may exceed 100%, and investment
changes will be made whenever management deems them appropriate
even if this results in a higher portfolio turnover rate. In
addition, portfolio turnover may increase as a result of large
amounts of purchases and redemptions of shares of the Fund due to
economic, market or other factors that are not within the control
of management.
Increased portfolio turnover would necessarily result
in correspondingly higher brokerage costs for the Fund. The
existence of a high portfolio turnover rate has no direct
relationship to the tax liability of the Fund, although sales of
certain stocks will lead to realization of gains, and, possibly,
increased taxable distributions. The Fund's brokerage policy is
discussed further under Section 6 Brokerage Policy, and
additional information concerning income taxes is located under
Section 15 Income Dividends, Capital Gains Distributions and Tax
Treatment.
2. Investment Restrictions
-----------------------
The Fund has adopted the following 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 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. The Fund may not:
-7-<PAGE>
(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;
(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");
-8-<PAGE>
(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; or
(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 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 total 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 Fund.
-9-<PAGE>
3. Management of the Fund
----------------------
The trustees and executive officers of the Fund are
listed below, together with information which includes their
principal occupations during the past five years and other
principal business affiliations.
* GERARD M. LAVIN, 210 University Boulevard, Suite 900,
Denver, CO 80206, age 54. President and a trustee of
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.
Director of First of Michigan Capital Corp. (holding
company) and First of Michigan Corp. (broker-dealer)
since March 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 68. 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 71. Director and, formerly,
President (1974-1994) of Berger 100 Fund and Berger
Growth and Income Fund. Trustee of Berger Investment
Portfolio Trust since its inception in August 1993
(Chairman of the Trustees through November 1994).
Trustee of Berger Institutional Products Trust since
its inception in October 1995. Trustee of Berger/BIAM
Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust since their inception in May 1996.
Trustee of Berger Omni Investment Trust since February
1997. Chairman (since 1994) and a Director (since
1973) and, formerly, President (1973-1994) of Berger
Associates.
LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, age 71.
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
-10-<PAGE>
Funds Trust, Berger/BIAM Worldwide Portfolios Trust and
Berger Omni Investment Trust.
KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209,
age 51. 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 69. 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.
PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago,
IL 60602, age 51. Since 1991, Director, Chairman,
President and Chief Executive Officer of Catalyst
Institute (international public policy research
organization focused primarily on financial markets and
institutions) and Catalyst Consulting (international
financial institutions business consulting firm).
Formerly (1988-1991), Director, President and Chief
Executive Officer 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 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.
MICHAEL OWEN, 412 Reid Hall, Montana State University,
Bozeman, MT 59717, age 59. Since 1994, Dean, and from
1989 to 1994, a member of the Finance faculty, of the
College of Business,
-11-<PAGE>
Montana State University. Self-employed as a financial
and management consultant, and in real estate develop-
ment. 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.
WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO
80135, age 68. President, Sinclaire Cattle Co., and
private investor. Director of Berger 100 Fund and
Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust,
Berger/BIAM Worldwide Portfolios Trust and Berger Omni
Investment Trust.
* CRAIG D. CLOYED, 210 University Boulevard, Suite 900,
Denver, CO 80206, age 50. 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, Vice President and Chief
Marketing Officer of Berger Associates, Inc., since
August 1995, 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 41. Vice President, Secretary and
Treasurer of Berger 100 Fund and Berger Growth and
Income Fund since October 1991, of Berger Investment
Portfolio Trust since its inception in August 1993, of
Berger Institutional Products Trust since its inception
in October 1995, of Berger/BIAM Worldwide Funds Trust
and Berger/BIAM Worldwide Portfolios Trust since their
inception in May 1996, and of Berger Omni Investment
Trust since February 1997. Also, Vice President-
Finance and Administration, Secretary and Treasurer of
Berger Associates since September 1991 and a director
of Berger Distributors, Inc., since its inception in
May 1996. Formerly, Financial Consultant (registered
representative) with Neidiger Tucker Bruner, Inc.
(broker-dealer) (October 1989 to September 1991) and
Financial Consultant with Merrill Lynch, Pierce,
Fenner & Smith, Inc. (October 1985 to October 1989).
________________
* Interested person (as defined in the Investment Company Act of
1940) of the Fund and of the Fund's Advisor or Sub-Advisor.
The trustees of the Fund have adopted a trustee
retirement age of 75 years.
-12-<PAGE>
TRUSTEE COMPENSATION
The officers of the Fund received no compensation from
the Fund during the fiscal year ended December 31, 1996. Each
non-interested trustee of the Fund received $300 per Board
meeting attended. During the fiscal year ended December 31,
1996, the Fund paid aggregate fees to its non-interested trustees
of $______.
Effective February 14, 1997, the trustees shown in the
table below, who also act as trustees of other Berger Funds,
became the trustees of the Fund with shareholder approval. As
the Fund's new trustees, those who are not interested persons of
the Advisor or the Sub-Advisor are compensated for their services
according to a fee schedule, allocated among the Berger Funds,
which includes an annual fee component and a per meeting fee
component. Neither the officers of the Fund nor the trustees
receive any form of pension or retirement benefit compensation
from the Fund.
Set forth below is information regarding compensation
paid or accrued during the year ended December 31, 1996, for each
current trustee of the Fund as a director or trustee of other
Berger Funds.
-13-<PAGE>
=================================================================
=====
| NAME AND POSITION | AGGREGATE | AGGREGATE
|
| WITH BERGER FUNDS | COMPENSATION FROM|
COMPENSATION(1) |
| | THE FUND | FROM
|
| | | ALL BERGER
FUNDS(2) |
|----------------------------------------------------------------
- ----|
| Dennis E. Baldwin(3) | $0* | $_____
|
| William M.B. Berger(3),(5)| $0* | $ 0
|
| Louis R. Bindner(3) | $0* | $_____
|
| Katherine A. Cattanach(3) | $0* | $_____
|
| Lucy Black Creighton(3) | $0* | $_____
|
| Paul R. Knapp(3) | $0* | $_____
|
| Gerard M. Lavin(4),(5) | $0* | $ 0
|
| Harry T. Lewis(3) | $0* | $_____
|
| Michael Owen(3) | $0* | $_____
|
| William Sinclaire(3) | $0* | $_____
|
=================================================================
=====
* The persons named above were elected as trustees of the Fund
effective February 14, 1997, and accordingly did not receive any
compensation from the Fund during the fiscal year ended December
31,
1996. The Fund's former trustees who were not interested persons
of
the Fund received during that fiscal year the following trustee
compensation: Burt W. Engelberg: $__________; John R. Hall
$__________; Keith L. Cook $________________.
(1) Directors/trustees who are not interested persons of
Berger
Associates received as a group compensation from the Berger Funds
of
approximately $________ for the year ended December 31, 1996. Of
the
aggregate amounts shown for each trustee, the following amounts
were
deferred under applicable deferred compensation plans: Dennis E.
Baldwin $_______; Louis R. Bindner $____________; Katherine A.
Cattanach $_____________; Lucy Black Creighton $___________; Paul
R.
Knapp $____________; Harry T. Lewis $______________; Michael Owen
$_____________; William Sinclaire $______________.
(2) Includes Berger 100 Fund, Berger Growth and Income
Fund,
Berger Investment Portfolio Trust (two funds), Berger
Institutional
Products Trust (three funds), Berger/BIAM Worldwide Portfolios
Trust
and Berger/BIAM Worldwide Funds Trust (three funds). Berger Omni
Investment Trust (one fund) was added to the Berger Funds complex
in
February 1997.
(3) Director of Berger 100 Fund and Berger Growth and
Income
Fund. Trustee of Berger Investment Portfolio Trust, Berger
Institutional Products Trust, Berger/BIAM Worldwide Funds Trust,
Berger/BIAM Worldwide Portfolios Trust and Berger Omni Investment
Trust.
(4) Trustee of Berger Institutional Products Trust,
Berger/BIAM
Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios Trust and
Berger Omni Investment Trust.
(5) Interested person of the Fund or the Fund's Advisor or
Sub-
Advisor.
-14-<PAGE>
Trustees may elect to defer receipt of all or a portion
of
their fees pursuant to a fee deferral plan adopted by certain of
the
Berger 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 trustee for this purpose. Pursuant to an SEC
exemptive order, those Berger Funds that have adopted the plan
are
permitted to purchase shares of the designated funds in order to
offset their obligation to the trustees participating in the
plan.
Purchases made pursuant to the plan are excepted from any
otherwise
applicable investment restriction limiting the purchase of
securities
of any other investment company. The obligation of a Berger Fund
to
make payments of deferred fees under the plan is a general
obligation
of that fund.
As of the date of this Statement of Additional
Information,
the current officers and trustees of the Fund as a group owned of
record or beneficially less than 1% of the outstanding shares of
the
Fund.
4. Investment Advisor
------------------
INVESTMENT ADVISOR
The investment advisor to the Fund is Berger
Associates,
Inc. (the "Advisor" or "Berger Associates"), 210 University
Boulevard,
Suite 900, Denver, CO 80206. Berger Associates became the Fund's
investment advisor on February 14, 1997, following shareholder
approval of a new Investment Advisory Agreement between the Fund
and
the Advisor. The Advisor is responsible for managing the
investment
operations of the Fund and the composition of its investment
portfolio. The Advisor is permitted to engage a sub-advisor for
the
Fund. The Advisor also acts as the Fund's administrator and is
responsible for such functions as monitoring the Fund's
compliance
with all applicable federal and state laws.
The Advisor has been in the investment advisory
business for
over 20 years. It serves as investment advisor or sub-advisor to
mutual funds, pension and profit-sharing plans, and institutional
and
private investors, and has assets under management of more than
$3.6
billion as of September 30, 1996. Kansas City Southern
Industries,
Inc. ("KCSI") owns approximately 80% of the outstanding shares of
the
Advisor. 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 Fund's
sub-transfer
agent.
-15-<PAGE>
THE SUB-ADVISOR
Perkins, Wolf, McDonnell & Company (the "Sub-Advisor"
or
"PWM"), 53 West Jackson Boulevard, Suite 818, Chicago, Illinois
60604,
has been engaged as the Fund's investment sub-advisor. The Sub-
Advisor 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. The Sub-Advisor
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 the
Advisor and the Sub-Advisor.
Robert H. Perkins is the individual who is primarily
responsible for the day-to-day management of the Fund's
portfolio.
Mr. Perkins has held such responsibility and has been employed by
the
Sub-Advisor since the Fund commenced operations in 1985. Mr.
Perkins
owns 49% of the Sub-Advisor's outstanding common stock and serves
as
Secretary and a director of the Sub-Advisor. Gregory E. Wolf
owns 20%
of the Sub-Advisor's outstanding common stock and serves as
President
and a director of the Sub-Advisor.
INVESTMENT ADVISORY AGREEMENT AND SUB-ADVISORY AGREEMENT
Under the Investment Advisory Agreement between the
Advisor
and the Fund, the Advisor is responsible for managing the
investment
operations of the Fund and the composition of its investment
portfolio. Under the Investment Advisory Agreement, the Advisor
is
compensated for its services to the Fund by the payment of a fee
at
the annual rate of 0.90% of the average daily net assets of the
Fund.
The Investment Advisory Agreement will continue in
effect
until April 1998, and thereafter from year to year if such
continuation is specifically approved at least annually by the
trustees or by vote of a majority of the outstanding shares of
the
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
Sub-
Advisor. The 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-Advisor, the Sub-Advisor is responsible for day-to-day
portfolio
management of the Fund. The Sub-Advisor manages the investments
in
the Fund 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
-16-<PAGE>
of the Fund. The Fund pays no fees directly to the Sub-Advisor.
The
Sub-Advisor will receive 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.
The Sub-Advisory Agreement will continue in effect
until
April 1998, and thereafter from year to year if such continuation
is
specifically approved at least annually by the trustees or by
vote of
a majority of the outstanding shares of the 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
Agreement is subject to termination by the Fund or the
Sub-Advisor on
60 days' written notice, and terminates automatically in the
event of
its assignment and in the event of termination of the Investment
Advisory Agreement.
OTHER ARRANGEMENTS BETWEEN THE ADVISOR AND SUB-ADVISOR
The Advisor and Sub-Advisor entered into an Agreement,
dated
November 18, 1996 (the "November 18 Agreement"), under which,
among
other things, the Sub-Advisor agreed that, so long as Berger acts
as
the Fund's Advisor and PWM provides sub-advisory or other
services in
connection with the Fund, the Sub-Advisor 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 (or at such
earlier time if the Sub-Advisory Agreement is terminated or not
renewed by the trustees other than for cause), Berger and PWM
will
enter into a consulting agreement for PWM to provide consulting
services to Berger 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 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.
Berger and PWM have further agreed under the November
18
Agreement that if the Fund's assets do not reach $100 million at
any
time during the first five years after Berger becomes the Fund's
advisor, Berger will use its reasonable best efforts, consistent
with
the fiduciary obligations of all parties, together with PWM, to
obtain
the required approvals of a new advisory agreement between PWM
and the
Trust for the Fund.
TRADE ALLOCATIONS
Investment decisions for the Fund and other accounts
advised
by the Advisor are made independently with a view to
-17-<PAGE>
achieving each of their respective investment objectives and
after
consideration of such factors as their current holdings,
availability
of cash for investment and the size of their investments
generally.
However, certain investments may be appropriate for the Fund and
one
or more such accounts. If the Fund and other accounts advised by
the
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 the Fund or other
participating accounts, or the size of the position obtained or
liquidated, the 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 Fund or
Berger Associates' other advisory clients. Directors and
officers of
Berger Associates (including those who also serve as trustees of
the
Fund), investment personnel and other designated covered persons
deemed to have access to current trading information ("access
persons") are required to pre-clear all transactions in
securities not
otherwise exempt under the Code. Requests for authority to trade
will
be denied pre-clearance when, among other reasons, the proposed
personal transaction would be contrary to the provisions of the
Code
or would be deemed to adversely affect any transaction then known
to
be under consideration for or currently being effected on behalf
of
any client account, including the Fund.
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.
The Sub-Advisor 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 Fund, the Code prohibits
-18-<PAGE>
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 Fund
--------------------
Under the Investment Advisory Agreement, the Fund has
agreed
to compensate Berger Associates for its investment advisory
services
to the Fund by the payment of a fee at the annual rate of .90 of
1%
(0.90%) of the average daily net assets of the Fund. The fee is
accrued daily and payable monthly. This fee may be higher than
that
paid by most other mutual funds.
The Fund pays all of its expenses not assumed by Berger
Associates, which normally would include, but not be limited to,
investment advisor fees, 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 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 the
Fund.
The 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.
The Fund has appointed Investors Fiduciary Trust
Company
("IFTC") as its recordkeeping and pricing agent. In addition,
IFTC
also serves as the Fund's custodian, transfer agent and dividend
disbursing agent. IFTC has engaged DST as sub-agent to provide
transfer agency and dividend disbursing services for the Fund.
As
noted in the previous section, 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 the Fund and performs certain accounting
and
recordkeeping functions required by the Fund. The Fund pays 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 Fund's securities and cash,
and
receive and remit the income thereon as directed by the
management of
the Fund. The custodian and subcustodians do not
-19-<PAGE>
perform any managerial or policy-making functions for the Fund.
For
its services as custodian, IFTC receives an asset-based fee plus
certain transaction fees and out-of-pocket expenses. Under the
Custodian Agreement in effect for the Fund until January 1, 1997,
PWM,
the Fund's then investment advisor, acted as the Fund's custodian
and
was not compensated under that Agreement other than by the
reimbursement of its costs in providing such services.
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 Fund's shareholders; calculates the amount of, and
delivers to
the Fund's shareholders, proceeds representing all dividends and
distributions; and performs other related services. For these
services, IFTC receives a fee from the Fund 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 upon formula for certain earnings
credits on the cash balances of the Fund.
The trustees of the Fund have authorized Berger
Associates
to place portfolio transactions 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.
The Fund and Berger Associates have entered into
arrangements with certain organizations (broker-dealers,
recordkeepers
and administrators) to provide sub-transfer agency,
recordkeeping,
shareholder communications, sub-accounting and/or other services
to
investors purchasing shares of the Fund through investment
programs or
pension plans established or serviced by those organizations.
The
Fund and/or Berger Associates may pay fees to these organizations
for
their services. Any such fees paid by the Fund will be for
services
that otherwise would be provided or paid for by the Fund if all
the
investors who own Fund shares through these organizations were
registered record holders of shares in the Fund.
In addition, under a separate Administrative Services
Agreement with respect to the Fund, Berger Associates performs
certain
administrative and recordkeeping services not otherwise performed
by
IFTC, including the preparation of financial statements and
reports to
be filed with the Securities and Exchange Commission and state
regulatory authorities. The Fund pays Berger Associates a fee at
an
annual rate of 1/100 of 1% (0.01%) of its average daily net
assets for
such services. Those fees are in addition to the investment
advisory
fees paid under the Investment
-20-<PAGE>
Advisory Agreement. The administrative services fees may be
changed
by the trustees without shareholder approval.
The following table shows the cost to the Fund of the
previously applicable advisory fee for the last three fiscal
years.
For the fiscal years shown, all amounts were paid to PWM, the
Fund's
then investment advisor, now the Fund's Sub-Advisor.
Fiscal Year
Ended Advisory
December 31, Fee(1)
------------ --------
1994 $ 168,271
1995 275,236
1996 _________
____________________
(1) Under the Investment Advisory Agreement in effect until
February
14, 1997, the Fund paid an advisory fee at an annual rate of
1.00% of
the Fund's average daily net assets.
Distributor
- -----------
The distributor (principal underwriter) of the Fund's shares
is
Berger Distributors, Inc. (the "Distributor"), 210 University
Blvd.,
Suite 900, Denver, CO 80206. The Distributor may be reimbursed
by
Berger Associates for its costs in distributing Institutional
Shares.
6. Brokerage Policy
----------------
Although the Fund retains full control over its own
investment
policies, under the terms of its Investment Advisory Agreement,
Berger
Associates is directed to place the portfolio transactions of the
Fund. Berger Associates is required to report on the placement
of
brokerage business to the trustees of the Fund every quarter,
indicating the brokers with whom Fund portfolio business was
placed
and the basis for such placement.
Under the Investment Advisory Agreement in effect until
February
14, 1997, the advisor was permitted to place the Fund's brokerage
with
affiliated brokers, subject to adhering to certain procedures
adopted
by the trustees and subject to obtaining prompt execution or
orders at
the most favorable net price. All brokerage commissions paid by
the
Fund during the most recent three fiscal years were paid to PWM,
then
the Fund's advisor, now the Fund's Sub-Advisor, which is also a
registered broker-dealer. The amounts paid were as follows:
-21-<PAGE>
BROKERAGE COMMISSIONS
---------------------
=================================================================
| FISCAL YEAR ENDED | PAID TO |
| DECEMBER 31 | PWM |
|---------------------------------------------------------------|
| 1996 | $____________ |
| 1995 | $ 342,121 |
| 1994 | $ 229,459 |
=================================================================
The Investment Advisory Agreement in effect since
February
14, 1997, between the Fund and Berger Associates authorizes and
directs Berger Associates 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, the Agreement specifically authorizes
Berger Associates 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 Berger Associates 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 Berger Associates.
In accordance with this provision of the Agreement,
Berger
Associates places portfolio brokerage business of the Fund with
brokers who provide useful research services to Berger
Associates.
Such research services typically consist of studies made by
investment
analysts or economists relating either to the past record of and
future outlook for companies and the industries in which they
operate,
or to national and worldwide economic conditions, monetary
conditions
and trends in investors' sentiment, and the relationship of these
factors to the securities market. In addition, such analysts may
be
available for regular consultation so that Berger Associates may
be
apprised of current developments in the above-mentioned factors.
The research services received from brokers are often
helpful to Berger Associates in performing its investment
advisory
responsibilities to the Fund, but they are not essential, and the
availability of such services from brokers does not reduce the
respon-
sibility of Berger Associates' advisory personnel to analyze and
evaluate the securities in which the Fund invests. The research
services obtained as a result of the Fund's brokerage business
also
will be useful to Berger Associates 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 Berger Associates in rendering investment advice to
the
Fund. Although such research services may be deemed to be of
value to
Berger
-22-<PAGE>
Associates, they are not expected to decrease the expenses that
Berger
Associates would otherwise incur in performing its investment
advisory
services for the Fund nor will the advisory fees that are
received by
Berger Associates from the Fund be reduced as a result of the
availability of such research services from brokers.
The trustees of the Fund have authorized Berger
Associates
to place portfolio transactions 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. To date, the trustees have not authorized
Berger
Associates to place the Fund's brokerage with any other broker or
dealer affiliated with Berger Associates or the Sub-Advisor.
7. Purchase of Shares In the Fund
------------------------------
Minimum Initial Investment
for Institutional Shares:
$100,000.00
Shares in the Fund may be purchased at the relevant net
asset value without a sales charge. The minimum initial
investment
for Institutional Shares of the Fund is $100,000. (This
requirement
is inapplicable to shareholders who purchased shares prior to
February
14, 1997, who met the initial investment minimum in effect for
the
Fund at the time of their initial purchase.) To purchase shares
in
the Fund, simply complete the application form enclosed with the
Prospectus and mail it to the Fund in care of DST Systems, Inc.,
the
Fund's transfer agent, as follows:
Berger Funds
c/o DST Systems, Inc.
P.O. Box 419958
Kansas City, MO 64141
Payment for shares purchased may be made by wire,
electronic
funds transfer or mail. All purchase orders are effected at the
relevant net asset value per share of the Fund next determined
after
receipt of the purchase order, completed application and payment.
A
purchase order, together with payment in proper form, received by
the
transfer agent, subtransfer agent or any other authorized agent
of the
Fund prior to the close of the New York Stock Exchange (the
"Exchange") on a day the Fund is open for business will be
effected at
that day's net asset value. An order received after that time
will be
effected at the net asset value determined on the next business
day.
Additional investments may be made at any time by
telephone
or by mail at the relevant net asset value by calling or writing
the
Fund and making payment by wire or electronic funds transfer as
outlined above. Unless effected through an Automatic
-23-<PAGE>
Investment Plan, subsequent purchases by shareholders must be in
the
minimum amount of $1,000.
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 Fund and may
impose other charges or restrictions different from those
applicable
to shareholders who invest in the Fund directly. Fees charged by
these organizations will have the effect of reducing a
shareholder's
total return on an investment in Fund shares. No such charge
will be
paid by an investor who purchases the Fund shares directly from
the
Fund as described above.
8. Net Asset Value
---------------
The net asset value of the Fund is determined once
daily, at
the close of the regular trading session of the Exchange
(normally
4:00 p.m., New York time, Monday through Friday) each day that
the
Exchange is open. The Exchange is closed and the net asset value
of
the Fund is not determined on weekends and on New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor
Day, Thanksgiving Day and Christmas Day each year. The per share
net
asset value of the Institutional Shares is determined by dividing
the
Institutional Shares' pro rata portion of the total value of the
Fund's securities and other assets, less the Institutional
Shares' pro
rata portion of the Fund's liabilities and the liabilities
attributable to the Institutional Shares, by the total number of
Institutional Shares outstanding.
In determining net asset value, securities listed or
traded
primarily on national exchanges, The Nasdaq Stock Market and
foreign
exchanges are valued at the last sale price on such markets, or,
if
such a price is lacking for the trading period immediately
preceding
the time of determination, such securities are valued at the mean
of
their current bid and asked prices. Securities that are traded
in the
over-the-counter market are valued at the mean between their
current
bid and asked prices. The market value of individual securities
held
by the 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 trustees.
-24-<PAGE>
9. Income Dividends, Capital Gains
Distributions and Tax Treatment
-------------------------------
It is the policy of the Fund to meet the requirements
of
Subchapter M of the Internal Revenue Code and to distribute to
its
investors all or substantially all of its taxable income as
defined in
the Code. The Fund met the requirements for the last fiscal year
end,
and intends to meet them in the future. If the Fund meets the
Subchapter M requirements, it generally is not liable for Federal
income taxes to the extent its earnings are distributed.
Qualification as a regulated investment company under the
Internal
Revenue Code does not, however, involve any federal supervision
of
management or of the investment practices or policies of the
Fund. If
the Fund distributes annually less than 98% of its income and
gain, it
will be subject to a nondeductible excise tax equal to 4% of the
shortfall.
Advice as to the tax status of each year's dividends
and
distributions will be mailed annually to the shareholders of the
Fund.
Dividends paid by the Fund from net investment income and
distributions from the Fund's net short-term capital gains in
excess
of any net long-term capital losses, whether received in cash or
reinvested, generally will be taxable as ordinary income.
Distributions received from the Fund designated as long-term
capital
gains (net of capital losses), whether received in cash or
reinvested,
will be taxable as long-term capital gains without regard to the
length of time a shareholder has owned shares in the Fund. Any
loss
on the redemption or other sale or exchange of the Fund's shares
held
for six months or less will be treated as a long-term capital
loss to
the extent of any long-term capital gain distribution received on
the
shares. A portion of the dividends (but not capital gains
distributions) paid by the Fund may be eligible for the dividends
received deduction for corporate shareholders to the extent that
the
Fund's income consists of dividends paid by United States
corporations. If a shareholder is exempt from Federal income
tax, the
shareholder will not generally be taxed on amounts distributed by
the
Fund.
Dividends and interest received by the Fund on foreign
securities may give rise to withholding and other taxes imposed
by
foreign countries. It is expected that foreign taxes paid by the
Fund
will be treated as expenses of the Fund. Tax conventions between
certain countries and the United States may reduce or eliminate
such
taxes.
If the amount of the Fund's distributions for a taxable
year
exceeds the Fund's tax earnings and profits available for
distribution, all or portion or the distributions may be treated
as a
return of capital or as capital gains. In the event a
distribution is
treated as a return of capital, the shareholder's basis in his or
her
Fund shares will be reduced to the extent the distribution is so
treated.
-25-<PAGE>
At certain levels of taxable income, the Internal
Revenue
Code provides a preferential tax rate for long-term capital
gains.
Long-term capital gains of taxpayers other than corporations are
taxed
at a 28% maximum rate, whereas ordinary income is taxed at a
39.6%
maximum rate. Capital losses continue to be deductible only
against
capital gains plus (in the case of taxpayers other than
corporations)
$3,000 of ordinary income annually ($1,500 for married
individuals
filing separately).
10. Suspension of Redemption Rights
-------------------------------
The right of redemption may be suspended for any period
during which the New York Stock Exchange is closed or the
Securities
and Exchange Commission determines that trading on the Exchange
is
restricted, or when there is an emergency as determined by the
Securities and Exchange Commission as a result of which it is not
reasonably practicable for the 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 the Fund.
The Fund intends to redeem its shares only for cash,
although it retains the right to redeem its shares in-kind under
unusual circumstances, in order to protect the interests of the
remaining shareholders, by the delivery of securities selected
from
its assets at its discretion. The Fund is, however, governed by
Rule
18f-1 under the Investment Company Act of 1940 pursuant to which
the
Fund is obligated to redeem shares solely in cash up to the
lesser of
$250,000 or 1% of the net assets of the Fund during any 90-day
period
for any one shareholder. For purposes of this threshold, each
underlying account holder whose shares are held of record in
certain
omnibus accounts is treated as one shareholder. Should
redemptions by
any shareholder during any 90-day period exceed such limitation,
the
Fund will have the option of redeeming the excess in cash or
in-kind.
If shares are redeemed in-kind, the redeeming shareholder
generally
will incur brokerage costs in converting the assets to cash. The
method of valuing securities used to make redemption in-kind will
be
the same as the method of valuing portfolio securities described
under
Section 8. Shareholders have the ability to request in writing a
review of the valuation of in-kind redemptions, which will be
considered by the trustees of the Fund within 90 days of such
written
request.
11. Plans and Programs
------------------
The Fund offers several tax-qualified retirement plans
for
adoption by individuals and employers. The Fund also offers both
a
profit-sharing plan and a money purchase pension plan for
employers
and self-employed persons, an Individual Retirement Account
("IRA")
and a 403(b) Custodial Account.
In order to receive the necessary materials to create a
profit-sharing or money purchase pension plan account, an IRA
account
or a 403(b) Custodial Account, please write to the Fund,
-26-<PAGE>
c/o Berger Associates, Inc., P.O. Box 5005, Denver, CO 80217, or
call
1-800-706-0539. 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 Fund at
1-800-551-5849.
The Fund also offers an Automatic Investment Plan
(minimum
$100 per monthly or quarterly investment) and a Systematic
Withdrawal
Plan (for shareholders who own shares of the Fund worth at least
$5,000; minimum of $50 withdrawn monthly, quarterly, semiannually
or
annually). Forms for these plans may be obtained by writing to
the
Fund, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO
64141,
or call 1-800-551-5849.
12. Exchange Privilege
------------------
Any shareholder may exchange any or all of the
shareholder's
shares in the Fund for shares of any of the other available
Berger
Funds, without charge, after receiving a current prospectus of
the
other fund. Exchanges into or out of the Fund are made at the
net
asset value per share next determined after the exchange request
is
received. Each exchange represents the sale of shares from one
fund
and the purchase of shares in another, which may produce a gain
or
loss for Federal income tax purposes. An exchange of shares may
be
made by written request directed to DST Systems, Inc., or simply
by
telephoning the Berger Funds at 1-800-551-5849. This privilege
is
revocable by the Fund, and is not available in any state in which
the
shares of the Berger Fund being acquired in the exchange are not
eligible for sale. Shareholders automatically have telephone
privileges to authorize exchanges unless they specifically
decline
this service in the account application or in writing.
13. Performance Information
-----------------------
The Prospectus contains a brief description of how
total
return is calculated.
Quotations of average annual total return for the Fund
will
be expressed in terms of the average annual compounded rate of
return
of a hypothetical investment in the Fund over periods of 1, 5 and
10 years, or for the period since the Fund's registration
statement
became effective, if shorter. These are the rates of return that
would equate the initial amount invested to the ending redeemable
value. These rates of return are calculated pursuant to the
following
formula: P(1 + T)(to the power of n) = ERV (where P = a hypothetical
initial
payment of
$1,000, T = the average annual total return, n = the number of
years
and ERV = the ending redeemable value of a hypothetical $1,000
payment
made at the beginning of the period). All total return figures
reflect the deduction of a proportional share of Fund expenses on
an
annual basis, and assume that all dividends and distributions are
reinvested when paid.
-27-<PAGE>
Shares of the 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 another
class of
shares. Total return of the Institutional 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.
For the 1- and 5-year periods ending December 31, 1996,
and
for the period from October 20, 1987 (date the Fund's
registration
statement became effective) through December 31, 1996, the
average
annual total returns for the Fund were [___]%, [___]% and [___]%,
respectively. For the 10-year period ending December 31, 1996,
and
for the period from February 14, 1985 (commencement of
operations)
through December 31, 1996, the Fund's average annual total
returns
were [___]% and [___]%, respectively, both of which include
performance of the Fund prior to October 20, 1987, when the
Fund's
initial registration statement became effective. During that
period,
the Fund was not registered under the Investment Company Act of
1940
and thus was not subject to certain investment restrictions that
are
imposed by that Act. If the Fund had been registered under that
Act,
the Fund's performance during that period might have been
adversely
affected.
14. Additional Information
----------------------
The 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 (the "Trust"). 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: The Institutional Shares, to which this
Statement
of Additional Information relates, are designed for pension and
profit-sharing plans, employee benefit trusts, endowments,
foundations
and corporations, as well as high
-28-<PAGE>
net worth individuals, who are willing to maintain a minimum
account
balance of $100,000. Institutional Shares are also made
available for
purchase and dividend reinvestment to all holders of the Fund's
shares
as of February 14, 1997, when all the Fund's then outstanding
shares
were designated as Institutional Shares, subject to a minimum
account
balance requirement of $500. A separate class of shares,
Investor
Shares, are offered through a separate prospectus and statement
of
additional information and are available to the general public,
subject to the Fund's regular minimum investment requirements as
specified in that prospectus (currently $2,000 minimum initial
investment).
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.
Therefore, no annual or regular meetings of shareholders normally
will
be held, unless otherwise required by the Declaration of Trust or
the
Investment Company Act of 1940. Subject to the foregoing,
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.
Shareholders are entitled to one vote for each
full
share held and fractional votes for fractional shares held on
matters
submitted to a vote of shareholders. Shares of the Fund do not
have
cumulative voting rights, which means that the holders of more
than
50% of the shares voting for the election of trustees can elect
100%
of the trustees if they choose to do so, and in such event the
holders
of the remaining shares will not be able to elect any person as a
trustee.
Shares of the Fund are fully paid and non-assessable
when
issued. Dividends, distributions and the residual assets of the
Fund
in the event of liquidation are distributed to shareholders
equally
for each outstanding share of the Fund, subject to any applicable
distinctions by class. Shares of the Fund have no preemptive
rights
and no conversion or subscription rights. Shares of the Fund may
be
transferred by endorsement or stock power as is customary, but
the
Fund is not required to recognize any transfer until it is
recorded on
the books.
Under Massachusetts law, shareholders of the Fund
could, under certain circumstances, be held personally liable for
the
obligations of the Fund. However, the Declaration of Trust
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 Fund's 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
-29-<PAGE>
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 possibility that these
circumstances would occur is 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.
Insofar as the management of the Fund is aware, as of
November 11, 1996, no person owned, beneficially or of record,
more
than 5% of the outstanding shares of the Fund, except for United
Missouri Bank of Kansas City, N.A., P.O. Box 419692, Kansas City,
MO
64141, as trustee of the Kansas City Southern Industries, Inc.
Profit
Sharing Trust, which held approximately 20% of the Fund's
outstanding
shares (now all designated as Institutional Shares).
DISTRIBUTION
The Distributor is the principal underwriter of the
Fund's
shares. The Distributor is a registered broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The Distributor acts as
the
agent of the Fund in connection with the sale of its shares in
all
states in which the shares are registered and in which the
Distributor
is qualified as a broker-dealer.
The Trust, on behalf of the Fund, and the Distributor
are
parties to a Distribution Agreement that continues through April
1998,
and thereafter from year to year if such continuation is
specifically
approved at least annually by the trustees or by vote of a
majority of
the outstanding shares of the Fund and in either case by vote of
a
majority of the trustees of the Trust who are not "interested
persons"
(as that term is defined in the Investment Company Act of 1940)
of the
Trust or the Distributor. The Distribution Agreement is subject
to
termination by the Trust or the Distributor on not more than 60
days'
prior written notice, and terminates automatically in the event
of its
assignment. Under the Distribution Agreement, the Distributor
continuously offers the Fund's shares and solicits orders to
purchase
Fund shares at net asset value.
OTHER INFORMATION
Davis, Graham & Stubbs LLP, 370 Seventeenth Street,
Denver,
Colorado, acts as counsel to the Fund.
Ernst & Young LLP, 233 South Wacker Drive, Chicago,
Illinois, acted as independent accountants for the Fund for the
fiscal
year ended December 31, 1996.
The Fund has 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 Fund of which this Statement of Additional Information is
-30-<PAGE>
a part. If further information is desired with respect to the
Fund or
such securities, reference is made to the Registration Statement
and
the exhibits filed as a part thereof.
Financial Statements
- --------------------
The statement of assets and liabilities, including the
schedule of investments, and the related statements of operations
and
of changes in net assets and the financial highlights for the
Fund for
the fiscal year ended December 31, 1996, and the Report of
Independent
Auditors thereon dated January ___, 1997, are incorporated by
reference into this Statement of Additional Information from the
Annual Report to Shareholders dated December 31, 1996, for the
Fund.
A copy of the 1996 Annual Report for the Fund is enclosed with
this
Statement of Additional Information.
-31-<PAGE>
APPENDIX A
HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS
The Fund may purchase securities which are convertible
into
common stock when the Fund's management 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 Fund 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.
Specifically, corporate debt securities which are below
investment grade (securities rated Ba or lower by Moody's or BB
or
lower by Standard & Poor's) and unrated securities which the Fund
may
purchase and hold are subject to a higher risk of non-payment of
principal or interest, or both, than higher grade debt
securities.
Generally speaking, the lower the quality of a debt security
(which
may be reflected in its Moody's and/or Standard & Poor's
ratings), the
higher the yield it will provide, but the greater the risk that
interest or principal payments will not be made when due. Thus,
the
lower the grade of a security, the more speculative
characteristics it
generally has. Information about the ratings of Moody's and
Standard
& Poor's, and the investment risks associated with the various
ratings, is set forth below.
The market prices of these lower grade convertible
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.
CORPORATE BOND RATINGS
The ratings of fixed-income securities by Moody's and
Standard & Poor's are a generally accepted measurement of credit
risk.
However, they are subject to certain limitations. Ratings are
generally based upon historical events and do not necessarily
reflect
the future. In addition, there is a period of time between the
issuance of a rating and the update of the rating, during which
time a
published rating may be inaccurate.
-32-<PAGE>
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.
-33-<PAGE>
C-Bonds which are rated C are the lowest rated class of
bonds and issues so rated can be regarded as having extremely
poor
prospects of ever attaining any real investment standing.
Note: Moody's applies numerical modifiers, 1, 2 and 3
in
each generic rating classification from Aa through B in its
corporate
bond rating system. The modifier 1 indicates that the security
ranks
in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that
the
issue ranks in the lower end of its generic category.
KEY TO STANDARD & POOR'S CORPORATE RATINGS
AAA-Debt rated AAA has the highest rating assigned by
Standard & Poor's. Capacity to pay interest and repay principal
is
extremely strong.
AA-Debt rated AA has a very strong capacity to pay
interest
and repay principal and differs from the higher rated issues only
in
small degree.
A-Debt rated A has a strong capacity to pay interest
and
repay principal although it is somewhat more susceptible to the
adverse effects of changes in circumstances and economic
conditions
than debt in higher rated categories.
BBB-Debt rated BBB is regarded as having an adequate
capacity to pay interest and repay principal. Whereas it
normally
exhibits adequate protection parameters, adverse economic
conditions,
or changing circumstances are more likely to lead to a weakened
capacity to pay interest and repay principal for debt in this
category
than in higher rated categories.
BB, B, CCC, CC AND C-Debt rated BB, B, CCC, CC and C is
regarded, on balance, as predominantly speculative with respect
to
capacity to pay interest and repay principal in accordance with
the
terms of the obligation. BB indicates the lowest degree of
speculation and C the highest degree of speculation. While such
debt
will likely have some quality and protective characteristics,
these
are out-weighed by the large uncertainties or major risk
exposures to
adverse conditions.
C1-The rating C1 is reserved for income bonds on which
no
interest is being paid.
D-Debt rated D is in default, and payment of interest
and/or
repayment of principal is in arrears.
PLUS (+) OR MINUS (-)-The ratings from "AA" to "CCC"
may be
modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.
-34-<PAGE>
THE OMNI INVESTMENT FUND
PART C. OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
____________________
In Part A of the Registration Statement (Prospectus):
1. Financial Highlights for the periods indicated.
Incorporated by reference from the Fund's Annual Report dated
December 31, 1996, into Part B of the Registration Statement
(Statement of Additional Information):
1. Report of the Independent Accountants, dated January ___,
1997
2. Statement of Assets and Liabilities as of December 31, 1996
3. Portfolio of Investments as of December 31, 1996
4. Statement of Operations for the Year Ended December 31, 1996
5. Statement of Changes in Net Assets for the Years Ended
December 31, 1996 and 1995
6. Notes to Financial Statements, December 31, 1996
7. Financial Highlights for the periods indicated.
In Part C of the Registration Statement:
None.
(b) Exhibits.
________
The Exhibit Index following the signature page below is
incorporated herein by reference.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH
REGISTRANT.
None.
C-1<PAGE>
ITEM 26. NUMBER OF HOLDERS OF SECURITIES
The number of record holders of shares of beneficial interest in
the Registrant (the only class of securities outstanding) as of
November 30, 1996, was as follows:
(1) (2)
Number of
Title of Class Record Holders
______________ ______________
Shares of Beneficial 1,263
Interest in The Omni
Investment Fund
ITEM 27. INDEMNIFICATION.
Article XII of the Amended and Restated Declaration of Trust of
the Registrant, dated April 19, 1990, provides for indemnification of
officers and trustees of the Trust against liabilities and expenses of
litigation incurred by them in connection with any claim, action, suit
or proceeding (or settlement of the same) in which they become
involved by virtue of their office, unless their conduct is determined
to constitute willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties or unless it has been determined
that they have not acted in good faith in the reasonable belief that
their actions were in or not opposed to the best interests of the
Trust. The Trust also may advance money for these expenses, provided
that the trustees or officers undertake to repay the Trust if it is
ultimately determined that they are not entitled to indemnification.
The Trust has the power to purchase insurance on behalf of its
trustees and officers, whether or not it would be permitted or
required to indemnify them for any such liability under the
Declaration of Trust or applicable law, and the Trust has purchased
and maintains an insurance policy covering such persons against
certain liabilities incurred in their official capacities.
ITEM 28. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISER.
The business of Berger Associates, Inc., the investment adviser
of the Fund, is described in the Prospectus in Section 6 and in the
Statement of Additional Information in Section 3 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 July 22, 1996), which information
from such schedules is incorporated herein by reference.
C-2<PAGE>
The business of Perkins, Wolf, McDonnell & Company ("PWM"), sub-
advisor to the Fund, is also described in Section 6 of the Prospectus
and in Section 3 of the Statement of Additional Information.
Information relating to the business and other connections of the
officers and directors of PWM (current and for the past two years) is
listed in Schedules A and D of PWM's Form ADV as filed with the
Securities and Exchange Commission (File No. 801-19974, dated July 26,
1994), which information from such schedules is incorporated herein by
reference.
ITEM 29. PRINCIPAL UNDERWRITER.
(a) Investment companies (other than the Registrant) for which
the Registrant's principal underwriter also acts as principal
underwriter (or will act as principal underwriter, as of the effective
date of this Registration Statement amendment):
The One Hundred Fund, Inc.
Berger One Hundred and One Fund, Inc.
Berger Investment Portfolio Trust
- --Berger Small Company Growth Fund
- --Berger New Generation Fund
Berger Institutional Products Trust
- --Berger IPT - 100 Fund
- --Berger IPT - Growth and Income Fund
- --Berger IPT - Small Company Growth Fund
Berger/BIAM Worldwide Funds Trust
- --Berger/BIAM International Fund
- --Berger/BIAM International Institutional 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
Director Vice President
David G. Mertens Vice President and
and Director None
David J. Schultz Chief Financial
Officer Assistant Treasurer
Brian S. Ferrie Chief Compliance
Officer None
Kevin R. Fay Director Vice President,
Secretary and
Treasurer
C-3<PAGE>
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.
(c) Not applicable.
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
Declaration of Trust; minute books and other trust records;
brokerage orders; performance information and other records are
maintained at the offices of the Registrant at 210 University
Boulevard, Suite 900, Denver, Colorado 80206.
(c) Certain records relating to day-to-day portfolio management of
the Fund are kept at the offices of Perkins, Wolf, McDonnell &
Company, 53 West Jackson Boulevard, Suite 818, Chicago, Illinois
60604.
ITEM 31. MANAGEMENT SERVICES.
None.
ITEM 32. UNDERTAKINGS.
(a) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest annual
report to shareholders, upon request and without charge.
C-4<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 Post-Effective Amendment No. 11 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Chicago, and the State of Illinois, on the 13th day of
December, 1996.
THE OMNI INVESTMENT FUND
By: Robert H. Perkins
____________________________________
Robert H. Perkins
President
Pursuant to the requirements of the Securities Act of 1933,
this Post-Effective Amendment No. 11 to the Registration Statement has
been signed below by the following persons in the capacities and on
the date indicated:
Signatures Title Date
__________ _____ ____
President (Principal
Executive Officer)
Robert H. Perkins and Trustee December 13, 1996
_________________________
Treasurer (Principal
Financial and
Accounting Officer)
Gregory E. Wolf and Trustee December 13, 1996
_________________________
Burt W. Engelberg Trustee December 13, 1996
________________________
John R. Hall Trustee December 13, 1996
________________________
Keith L. Cook Trustee December 13, 1996
________________________
C-5<PAGE>
THE OMNI INVESTMENT FUND
EXHIBIT INDEX
N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
_____________ __________ __________________________
* Exhibit 1 EX-99.B1 Amended and Restated
Declaration of Trust
* Exhibit 2 EX-99.B2 Bylaws
Exhibit 3 Not applicable
Exhibit 4 Not applicable
* Exhibit 5.1 EX-99.B5.1 Form of Investment Advisory
Agreement between the Trust
and Berger Associates, Inc.
* Exhibit 5.2 EX-99.B5.2 Form of Sub-Advisory
Agreement between Berger
Associates, Inc. and Perkins,
Wolf, McDonnell & Co.
* Exhibit 6 EX-99.B6 Form of Distribution
Agreement between the Trust
and Berger Distributors, Inc.
Exhibit 7 Not applicable
* Exhibit 8 EX-99.B8 Form of Custody Agreement
between IFTC and the Trust
** Exhibit 9.1.1 EX-99.B9.1.1 New Account Application for
Investor Shares
** Exhibit 9.1.2 EX-99.B9.1.2 New Account Application for
Institutional Shares
* Exhibit 9.2 EX-99.B9.2 Form of Administrative
Services Agreement for Berger
Small Cap Value Fund
* Exhibit 9.3 EX-99.B9.3 Form of Recordkeeping and
Pricing Agent Agreement
between IFTC and the Trust
* Exhibit 9.4 EX-99.B9.4 Form of (Transfer) Agency
Agreement between IFTC and
the Turst
+ Exhibit 10 Opinion and consent of
Counsel
** Exhibit 11 EX-99.B11 Consent of Ernst & Young LLP
Exhibit 12 Not applicable
+ Exhibit 13 Investment Letters from
Initial Stockholders
++ Exhibit 14.1 EX-99.B14.1 Individual Retirement Account
Application and Related
Documents
++ Exhibit 14.2 EX-99.B14.2 Investment Company Institute
Prototype Money Purchase
Pension and Profit Sharing
C-6<PAGE>
Plan Basic Document #01 and
Related Documents
++ Exhibit 14.3 EX-99.B14.3 403(b)(7) Plan Custodial
Account Agreement and Related
Documents
* Exhibit 15 EX-99.B15 Rule 12b-1 Plan for Berger
Small Cap Value Fund Investor
Shares
+ Exhibit 16 Schedule for Computation of
Performance Data
** Exhibit 17.1 EX-27.1 Financial Data Schedule for
the Berger Small Cap Value
Fund Investor Shares
** Exhibit 17.2 EX-27.2 Financial Data Schedule for
the Berger Small Cap Value
Fund Institutional Shares
* Exhibit 18 EX-99.B18 Rule 18f-3 Plan for the
Berger Small Cap Value Fund
___________________________
* Filed herewith.
** To be filed by amendment.
+ Previously filed with Post-Effective Amendment No. 10 to
Registrant's Registration Statement on Form N-1A, filed
April 30, 1996, and incorporated herein by reference.
++ Previously filed with Pre-Effective Amendment No. 2 to the
Registration Statement on Form N-1A of Berger/BIAM Worldwide
Funds Trust, filed October 8, 1996, and incorporated herein
by reference.
C-7
EXHIBIT 1
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
BERGER OMNI INVESTMENT TRUST
(formerly known as THE OMNI INVESTMENT FUND)
Original Date: April 19, 1990
As Amended and Restated through: February 14, 1997
<PAGE>
TABLE OF CONTENTS
ARTICLE I NAME AND DEFINITIONS. . . . . . . . . . . .2
NAME AND PRINCIPAL PLACE OF BUSINESS. . . . . . .2
DEFINITIONS. . . . . . . . . . . . . . . . . . . 2
ARTICLE II PURPOSE OF TRUST. . . . . . . . . . . .3
ARTICLE III BENEFICIAL INTEREST. . . . . . . . . . 3
SHARES OF BENEFICIAL INTEREST. . . . . . . . . . 3
ESTABLISHMENT OF SERIES AND CLASSES. . . . . . . 4
OWNERSHIP OF SHARES. . . . . . . . . . . . . . . 4
INVESTMENT IN THE TRUST. . . . . . . . . . . . . 4
ASSETS AND LIABILITIES OF SERIES AND CLASSES. . .4
NO PREEMPTIVE RIGHTS. . . . . . . . . . . . . . .5
STATUS OF SHARES AND LIMITATION OF PERSONAL
LIABILITY. . . . . . . . . . . . . . . . . . . . 5
ARTICLE IV THE TRUSTEES. . . . . . . . . . . . . .6
MANAGEMENT OF THE TRUST. . . . . . . . . . . . . 6
ELECTION: INITIAL TRUSTEES. . . . . . . . . . . .6
TERM OF OFFICE OF TRUSTEES. . . . . . . . . . . .6
RESIGNATION AND APPOINTMENT OF TRUSTEES. . . . . 7
TEMPORARY ABSENCE OF TRUSTEE. . . . . . . . . . .7
NUMBER OF TRUSTEES. . . . . . . . . . . . . . . .7
EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE. 8
OWNERSHIP OF ASSETS OF THE TRUST. . . . . . . . .8
ARTICLE V POWERS OF THE TRUSTEES. . . . . . . . . . . 8
POWERS. . . . . . . . . . . . . . . . . . . . . .8
TRUSTEES AND OFFICERS AS SHAREHOLDERS. . . . . .11
ACTION BY THE TRUSTEES. . . . . . . . . . . . . 11
CHAIRMAN OF THE TRUSTEES. . . . . . . . . . . . 11
ARTICLE VI EXPENSES OF THE TRUST. . . . . . . . . 11
TRUSTEE REIMBURSEMENT. . . . . . . . . . . . . . 11
ARTICLE VII INVESTMENT ADVISER, PRINCIPAL UNDERWRITER
AND TRANSFER AGENT. . . . . . . . . . 12
INVESTMENT ADVISER. . . . . . . . . . . . . . . 12
PRINCIPAL UNDERWRITER. . . . . . . . . . . . . . 13
TRANSFER AGENT. . . . . . . . . . . . . . . . . 13
PARTIES TO CONTRACT. . . . . . . . . . . . . . . 13
PROVISIONS AND AMENDMENTS. . . . . . . . . . . . 13
ARTICLE VIII SHAREHOLDERS' VOTING POWERS AND
MEETINGS. . . . . . . . . . . . . . . .14
VOTING POWERS. . . . . . . . . . . . . . . . . . 14
MEETINGS. . . . . . . . . . . . . . . . . . . . 14
QUORUM AND REQUIRED VOTE. . . . . . . . . . . . 15
ARTICLE IX CUSTODIAN. . . . . . . . . . . . . . . 15
APPOINTMENT AND DUTIES. . . . . . . . . . . . . 15
CENTRAL CERTIFICATE SYSTEM. . . . . . . . . . . 16
ARTICLE X DISTRIBUTIONS AND REDEMPTIONS. . . . . 16
DISTRIBUTIONS. . . . . . . . . . . . . . . . . .16
REDEMPTION OF SHARES. . . . . . . . . . . . . . 17
DETERMINATION OF NET ASSET VALUE AND VALUATION
OF PORTFOLIO ASSETS. . . . . . . . . . . . . . .17
SUSPENSION OF THE RIGHT OF REDEMPTION. . . . . .18
-i-<PAGE>
ARTICLE XI COMPENSATION AND LIMITATION OF LIABILITY
OF TRUSTEES COMPENSATION. . . . . . . .18
LIMITATION OF LIABILITY. . . . . . . . . . . . . 18
ARTICLE XII INDEMNIFICATION. . . . . . . . . . . . 19
COVERED PERSONS. . . . . . . . . . . . . . . . . 19
SHAREHOLDERS. . . . . . . . . . . . . . . . . . 21
ARTICLE XIII MISCELLANEOUS. . . . . . . . . . . . . 21
TRUST NOT A PARTNERSHIP; TRUSTEES, SHAREHOLDERS,
ETC.NOT PERSONALLY LIABLE; NOTICE. . . . . . 21
TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE,
NO BOND OR SURETY. . . . . . . . . . . . . . . . 22
ESTABLISHMENT OF RECORD DATES.. . . . . . . . . .22
TERMINATION OF TRUST. . . . . . . . . . . . . . .23
FILING OF COPIES, REFERENCES, HEADINGS,
GENDER, ETC.. . . . . . . . . . . . . . . . . . .23
APPLICABLE LAW. . . . . . . . . . . . . . . . . 24
AMENDMENTS. . . . . . . . . . . . . . . . . . . 24
FISCAL YEAR. . . . . . . . . . . . . . . . . . . 24
SEVERABILITY. . . . . . . . . . . . . . . . . . 25
-ii-<PAGE>
AMENDED AND RESTATED
DECLARATION OF TRUST
DATE: February 14, 1997
AMENDED AND RESTATED DECLARATION OF TRUST (the "Declaration
of Trust"), made February 14, 1997, by Robert H. Perkins,
Gregory E. Wolf, Burt W. Engelberg, John R. Hall and Keith L.
Cook, as Trustees, and by the undersigned, as settlor.
RECITALS
________
1. This Trust was organized as a Massachusetts business
trust on April 19, 1990 when its original Declaration of Trust
was filed with the Secretary of State of the Commonwealth of
Massachusetts.
2. On September 30, 1994, the original Declaration of
Trust was amended and restated by the Trustees in accordance with
Article XIII, Section 7 thereof for the purpose of reducing the
par value per share of the Trust from $0.10 to $0.01 as a result
of a 10 for 1 subdivision of the Trust's shares outstanding at
that time.
3. On December 12, 1996, the Amended and Restated
Declaration of Trust (adopted on September 30, 1994), was
amended and restated by the Trustees in accordance with Article
XIII, Section 7 thereof for the purpose of supplying omissions,
curing defects and correcting or supplementing any defective or
inconsistent provisions.
3. Pursuant to Article XIII, Section 7 of the Amended
and Restated Declaration of Trust (adopted on December 12, 1996),
this Amended and Restated Declaration of Trust (adopted on the
date hereof) restates and integrates and further amends the
Amended and Restated Declaration of Trust (adopted on December
12, 1996).
4. The text of the Amended and Restated Declaration of
Trust, as heretofore amended or supplemented, is hereby restated
and further amended to read in its entirety as follows:
NOW, THEREFORE, the Trustees declare that all money and
property contributed to the trust fund hereunder shall be held
and managed in trust under this Declaration of Trust as herein
set forth below.
<PAGE>
ARTICLE I
NAME AND DEFINITIONS
NAME AND PRINCIPAL PLACE OF BUSINESS
1. This Trust shall be known as the "Berger Omni
Investment Trust", and the Trustees shall conduct the business of
the Trust under that name or any other name as they may from time
to time determine. The principal place of business of the Trust
shall be Suite 818, 53 West Jackson Boulevard, Chicago, Illinois,
or such other place as the Trustees may from time to time
determine.
DEFINITIONS
2. Wherever used herein, unless otherwise required by
the context or specifically provided:
(a) The terms "Affiliated Person", "Assignment",
"Commission", "Interested Person", "Majority Shareholder Vote"
(the 67 percent or 50 percent requirement of the third sentence
of Section 2(a)(42) of the 1940 Act, whichever may be applicable)
and "Principal Underwriter" shall have the meanings given them in
the 1940 Act;
(b) "Bylaws" means the Bylaws of the Trust, as amended
from time to time;
(c) "Class" means any class of Shares of a Series
established pursuant to Article III;
(d) "Net Asset Value" means the net asset value of each
Series of the Trust determined in the manner provided in Article
X, Section 3;
(e) "Series" means a series of Shares established
pursuant to Article III;
(f) "Shareholder" means a record owner of Shares;
(g) "Shares" means the equal proportionate transferable
units of interest into which the beneficial interest of each
Series or Class shall be divided from time to time, and includes
fractions of shares as well as whole shares consistent with the
requirements of Federal and/or other securities laws;
(h) The "Trust" refers to The Omni Investment Fund and
reference to the Trust, when applicable to one or more Series of
the Trust, shall refer to any such Series;
(i) The "Trustees" refer to the individual Trustees in
their capacity as trustees hereunder of the Trust and their
successor or successors for the time being in office as such
trustee or trustees; and
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(j) The "1940 Act" refers to the Investment Company Act
of 1940 and the rules and regulations promulgated thereunder by
the Securities and Exchange Commission, all as amended from time
to time.
ARTICLE II
PURPOSE OF TRUST
1. The purpose of this Trust is to provide investors a
continuous source of managed investment in securities and debt
instruments selected by the Trustees or by an investment adviser
under their direction to carry out the investment policies and
achieve the investment objectives of the Trust or any Series
thereof.
ARTICLE III
BENEFICIAL INTEREST
SHARES OF BENEFICIAL INTEREST
1. The beneficial interest in the Trust shall be
divided into such transferable Shares which may be of one or more
separate and distinct Series or Classes established by the
Trustees from time to time. The number of Shares of each Series
or Class is unlimited and each Share shall have $0.01 par value
or be without par value, as determined by resolution of the
Trustees and, when duly issued and paid for in accordance with
the terms and conditions of the Trust, shall be fully paid and
nonassessable. The Trustees shall have full power and authority,
in their sole discretion and without obtaining any prior
authorization or vote of the Shareholders of the Trust: (a) to
issue original or additional Shares at such times and for the
amount and type of consideration and on such terms and conditions
as they deem appropriate; (b) to establish and to change in any
manner Shares of any Series or Classes with such preferences,
terms of conversion, exchange privileges, voting powers, rights
and privileges as the Trustees may determine (but without a vote
of a majority of the outstanding Shares of the Series or Class,
as the case may be, voting as a class, the Trustees may not
change outstanding Shares in a manner materially adverse to the
Shareholders of such Shares); (c) to divide or combine the Shares
of any Series or Classes into a greater or lesser number; (d) to
classify or reclassify any issued Shares into one or more Series
or Classes of Shares; (e) to abolish any one or more Series or
Classes of Shares; (f) to issue Shares to acquire other assets
(including assets subject to, and in connection with, the
assumption of liabilities) and businesses; (g) to issue
fractional Shares and Shares held in the treasury; and (h) to
take such other action consistent with the foregoing with respect
to the Shares as the Trustees may deem desirable.
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ESTABLISHMENT OF SERIES AND CLASSES
2. The Trust shall consist of one or more Series. The
establishment of any Series shall be effective upon the adoption
of a resolution of the Trustees setting forth such establishment
and designation. The Trustees may divide the Shares of any
Series into Classes. In such case, each Class of a Series shall
represent interests in the assets of that Series. The Trustees
by resolution may designate the relative rights and preferences
of the Shares of each Series or Class. The Trust shall maintain
separate and distinct records for each Series and hold and
account for the assets thereof separately from the other assets
of the Trust or of any other Series. A Series may issue any
number of Shares and need not issue Shares. Each Share of a
Series shall represent an equal beneficial interest in the net
assets of such Series. Each holder of Shares of a Series or
Class shall be entitled to receive his pro rata share of all
distributions made with respect to such Series or Class. Upon
redemption of his Shares, such Shareholder shall be paid solely
out of the funds and property of such Series. The Trustees may
change the name of any Series or Class. At any time that there
are no Shares outstanding of any particular Series or Class
previously established and designated, the Trustees may by
resolution abolish that Series or Class and rescind the
establishment and designation thereof.
OWNERSHIP OF SHARES
3. The ownership of Shares shall be recorded in the
books of the Trust or a transfer or similar agent. The Trustees
may make such rules as they consider appropriate for the transfer
of Shares and similar matters. The record books of the Trust
shall be conclusive as to who are the record holders of Shares
and as to the number of Shares held from time to time by each
such Shareholder.
INVESTMENT IN THE TRUST
4. The Trustees shall accept investments in the Trust
from such persons and on such terms as they may from time to time
authorize. Such investments may be in the form of cash or
securities in which the appropriate Series is authorized to
invest, valued in the same manner as are the Trust's portfolio
securities as provided in Article X, Section 3. Upon the initial
contribution of capital, the number of Shares to represent the
initial contribution may in the Trustees' discretion be
considered as outstanding and the amount received by the Trustees
on account of the contribution shall be treated as an asset of
the Trust. Subsequent investments in the Trust shall be credited
to each Shareholder's account in the form of full or fractional
Shares at the Net Asset Value per Share next determined after the
investment is properly received in good form; provided, however,
that the Trustees may, in their sole discretion, impose a sales
charge upon investments in the Trust.
ASSETS AND LIABILITIES OF SERIES AND CLASSES
5. All consideration received by the Trust for the
issue or sale of Shares of a particular Series, together with all
assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof (including any
proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment
of such
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proceeds in whatever form the same may be), shall be referred to
as "assets belonging to" that Series. In addition any assets,
income, earnings, profits, and proceeds thereof, funds, or
payments which are not readily identifiable as belonging to any
particular Series shall be allocated by the Trustees between and
among one or more of the Series in such manner as they, in their
sole discretion, deem fair and equitable. Each such allocation
shall be conclusive and binding upon the Shareholders of all
Series for all purposes and shall be referred to as assets
belonging to that Series. The assets belonging to each
particular Series shall be charged with the liabilities of that
Series and all expenses, costs, charges and reserves attributable
to that Series, except that liabilities and expenses allocated
solely to a particular Class shall be borne by that Class. Any
general liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any
particular Series or Class shall be allocated and charged by the
Trustees between or among any one or more of the Series or
Classes or, if appropriate, between or among any one or more of
the Series or Classes and any other investment company advised by
the same investment adviser, in such manner as the Trustees in
their sole discretion deem fair and equitable. In each case,
each such allocation shall be conclusive and binding upon the
Shareholders of all Series or Classes for all purposes. Any
creditor of any Series may look only to the assets of that Series
to satisfy such creditor's debt.
NO PREEMPTIVE RIGHTS
6. Shareholders shall have no preemptive or other right
to subscribe to any additional Shares or other securities issued
by the Trust or the Trustees.
STATUS OF SHARES AND LIMITATION OF PERSONAL LIABILITY
7. Shares shall be deemed to be personal property
giving only the rights provided in this instrument. Every
Shareholder by virtue of having become a Shareholder shall be
held to have expressly assented and agreed to the terms hereof
and to have become a party hereto. The death of a Shareholder
during the continuance of the Trust shall not operate to
terminate the Trust or entitle the representative of any deceased
Shareholder to an accounting or to take any action in court or
elsewhere against the Trust or the Trustees. Ownership of Shares
shall not entitle the Shareholder to any title in or to the whole
or any part of the Trust property nor any right to call for a
partition or division of the same or for an accounting. The
Trustees shall have no power to bind any Shareholder personally
or to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder
may at any time personally agree to pay by way of subscription
for any Shares or otherwise. Every note, bond, contract or other
undertaking issued by or on behalf of the Trust or the Trustees
relating to the Trust shall include a recitation limiting the
obligation represented thereby to the Trust and its assets (but
the omission of such a recitation shall not operate to bind any
Shareholder).
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ARTICLE IV
THE TRUSTEES
MANAGEMENT OF THE TRUST
1. The business and affairs of the Trust shall be
managed by the Trustees, and they shall have all powers necessary
and desirable to fully carry out that responsibility.
ELECTION: INITIAL TRUSTEES
2. The initial Trustees shall be Robert H. Perkins,
Gregory E. Wolf, Burt W. Engelberg, John R. Hall and Keith L.
Cook and such other individuals as the Board of Trustees shall
appoint pursuant to Section 4 of Article IV. The Trustees shall
be elected by the Shareholders of the Trust at the first meeting
of Shareholders immediately prior to the date that the Trust
acquires assets in addition to the original contribution of the
settlor, and the term of office of the initial Trustees in office
before such election shall terminate at the time of such
election.
TERM OF OFFICE OF TRUSTEES
3. The Trustees shall hold office during the lifetime
of this Trust, and until its termination as hereinafter provided;
except (a) that any Trustee may resign his trust by written
instrument signed by him and delivered to the other Trustees,
which shall take effect upon such delivery or upon such later
date as is specified therein; (b) that any Trustee may be removed
at any time by written instrument, signed by at least three-
fourths of the number of Trustees prior to such removal (but not
including any Trustee who is the subject of the removal),
specifying the date when such removal shall become effective; (c)
that any Trustee who requests in writing to be retired or who has
become incapacitated by illness or injury may be retired by
written instrument signed by a majority of the other Trustees,
specifying the date of his retirement; and (d) a Trustee may be
removed at any special meeting of the Trust by a vote of two-
thirds of the outstanding Shares or such lesser vote as may be
mandated by the 1940 Act. As used herein, "incapacitated" and
"incapacity" shall mean the inability of a Trustee, for a period
of 90 days, whether or not consecutive, during a 180 day period,
to perform his duties or obligations to the Trust, as determined
by at least three-fourths of the number of the remaining
Trustees.
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RESIGNATION AND APPOINTMENT OF TRUSTEES
4. In case of the declination, death, resignation,
retirement or removal of any of the Trustees, or in case a
vacancy shall, by reason of an increase in number, or for any
other reason, exist, the remaining Trustees shall fill such
vacancy by appointing such other person as they in their
discretion shall see fit consistent with the limitations under
the 1940 Act. Such appointment shall be evidenced by a written
instrument signed by a majority of the Trustees in office or by a
recording in the records of the Trust, whereupon the appointment
shall take effect. Within three (3) months of such appointment
the Trustees shall cause notice of such appointment to be mailed
to each Shareholder at his address as recorded on the books of
the Trust. An appointment of a Trustee may be made by the
Trustees then in office and notice thereof mailed to Shareholders
as aforesaid in anticipation of a vacancy to occur by reason of
retirement, resignation or increase in number of Trustees
effective at a later date, provided that said appointment shall
become effective only at or after the effective date of said
retirement, resignation or increase in number of Trustees. As
soon as any Trustee so appointed shall have accepted this trust,
the trust estate shall vest in the new Trustee or Trustees,
together with the continuing Trustees, without any further act or
conveyance, and he shall be deemed a Trustee hereunder. The
power of appointment is subject to the applicable provisions of
the 1940 Act.
TEMPORARY ABSENCE OF TRUSTEE
5. Any Trustee may, by power of attorney, delegate his
powers hereunder for a period not exceeding six (6) months at any
one time to any other Trustee or Trustees, provided that in no
case shall less than two (2) Trustees personally exercise the
other powers hereunder except as herein otherwise expressly
provided.
NUMBER OF TRUSTEES
6. The number of Trustees serving hereunder shall
initially be five (5), but may hereafter be increased or
decreased at any time by the Trustees provided that there shall
be at least three (3).
Whenever a vacancy in the Board of Trustees shall occur,
until such vacancy is filled, or while any Trustee is absent from
The Commonwealth of Massachusetts or, if not a domiciliary of
Massachusetts, is absent from his state of domicile, or is
incapacitated by reason of disease or otherwise, the other
Trustees shall have all the power hereunder, and the certificate
of the other Trustees of such vacancy, absence or incapacity,
shall be conclusive, provided, however, that no vacancy shall
remain unfilled for a period longer than nine (9) calendar
months.
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EFFECT OF DEATH, RESIGNATION, ETC. OF A TRUSTEE
7. The death, declination, resignation, retirement,
removal, incapacity, or disability of the Trustees, or any one of
them, shall not operate to annul the Trust or to revoke any
existing agency created pursuant to the terms of this Declaration
of Trust.
OWNERSHIP OF ASSETS OF THE TRUST
8. The assets of the Trust shall be held separate and
apart from any assets now or hereafter held in any capacity other
than as Trustee hereunder by the Trustees or any successor
Trustees. All of the assets of the Trust shall at all times be
considered as vested in the Trustees. No Shareholder shall be
deemed to have a severable ownership in any individual asset of
the Trust or any right of partition or possession thereof, but
each Shareholder shall have a proportionate undivided beneficial
interest in the Trust.
ARTICLE V
POWERS OF THE TRUSTEES
POWERS
1. The Trustees in all instances shall act as
principals, and are and shall be free from the control of the
Shareholders. The Trustees shall have full power and authority
to do any and all acts and to make and execute any and all
contracts and instruments that they may consider necessary or
appropriate in connection with the management of the Trust. The
Trustees shall not in any way be bound or limited by present or
future laws or customs in regard to trust investments, but shall
have full authority and power to make any and all investments
which they, in their uncontrolled discretion, shall deem proper
to accomplish the purpose of this Trust. Subject to any
applicable limitation in the Declaration of Trust or the Bylaws,
the Trustees' power and authority shall include the power and
authority:
(a) To invest and reinvest cash and other property, and
to hold cash or other property uninvested, without in any event
being bound or limited by any present or future law or custom in
regard to investments by Trustees, and to sell, exchange, lend,
pledge, mortgage, hypothecate, write options on and lease any or
all of the assets of the Trust.
(b) To adopt Bylaws not inconsistent with this
Declaration of Trust providing for the conduct of the business of
the Trust and to amend and repeal them to the extent that right
is not therein reserved to the Shareholders.
(c) To elect and remove such officers and appoint and
terminate such agents, independent contractors or delegates as
they consider appropriate.
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(d) To employ one or more banks, trust companies or
other business firms as custodian of any assets of the Trust
subject to any conditions set forth in the law, this Declaration
of Trust or in the Bylaws, if any.
(e) To retain a transfer agent and Shareholder servicing
agent, or both.
(f) To provide for the issuance and distribution of
Shares of the Trust or Series or Class thereof, either through a
Principal Underwriter in the manner hereinafter provided for or
by the Trust itself (including issuances and distributions of
Shares pursuant to any written plan which meets the requirements
of Section 12 of the 1940 Act and Rule 12b-1 thereunder, and any
written agreements relating to the implementation of such plan),
or both, or to temporarily or permanently discontinue such
issuance or distribution.
(g) To set record dates in the manner hereinafter
provided for.
(h) To delegate such authority as they consider
desirable to any officers of the Trust and to any agent,
subagent, custodian, underwriter, independent contractor,
delegatee, manager or investment adviser.
(i) To sell or exchange any or all of the assets of the
Trust, subject to the provisions of Article XIII, Section 4(b)
hereof.
(j) To vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property;
and to execute and deliver powers of attorney to such person or
persons as the Trustees shall deem proper, granting to such
person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper.
(k) To exercise powers and rights of subscription or
otherwise which in any manner arise out of ownership of
securities.
(l) To hold any security or property (i) in a form not
indicating any trust, whether in bearer, bookkeeping entry,
unregistered or other negotiable form, or (ii) either in its own
name or in the name of a custodian or a nominee or nominees,
subject in either case to proper safeguards according to the
usual practice of investment companies.
(m) To establish separate and distinct Series with
separately defined investment objectives and policies and
distinct investment purposes, and with separate Shares
representing beneficial interests in such Series, and to
establish separate Classes, all in accordance with the provisions
of Article III.
(n) To allocate assets, liabilities and expenses of the
Trust to a particular Series or Class or to apportion the same
between or among two or more Series or Classes, provided that any
liabilities or expenses incurred by a particular Series or Class
shall be payable solely out of the assets belonging to that
Series or Class as provided for in Article III.
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(o) To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation,
partnership, or concern, any security of which is held in the
Trust; to consent to any contract, lease, mortgage, purchase, or
sale of property by such corporation, partnership, or concern,
and to pay calls or subscriptions with respect to any security
held in the Trust.
(p) To compromise, arbitrate, or otherwise adjust claims
in favor of or against the Trust or any matter in controversy
including, but not limited to, claims for taxes.
(q) To pay dividends and other distributions of income
and of capital gains to Shareholders in the manner hereinafter
provided for.
(r) To borrow money or securities to the extent
permitted by the 1940 Act. The Trustees shall not pledge,
mortgage or hypothecate the assets of the Trust except that, to
secure borrowings, the Trustees may pledge securities.
(s) To establish, from time to time, a minimum or
maximum total, investment for Shareholders, and to require the
redemption in whole or in part, of the Shares of any Shareholders
(i) whose investment is less than or greater than such minimum or
maximum, as the case may be, or (ii) by lot or other means the
Trustees deem equitable, sufficient to maintain or bring the
direct or indirect ownership of Shares into conformity with the
requirements for qualification of any Series as a regulated
investment company under the Internal Revenue Code of 1986, as
amended (the "Code") and to refuse to transfer or issue any
Shares to any person whose acquisition of Shares in question
would, in the Trustee's judgment, result in such
disqualification, upon giving notice to such Shareholder.
(t) To adopt such form or forms of Share certificates as
the Trustees may, from time to time, deem appropriate.
(u) Such other powers and authority as are commonly
exercised by or permitted to investment companies.
The clauses above shall be construed as objects and powers,
and the enumeration of specific powers shall not limit in any way
the general powers of the Trustees. Any action by one or more of
the Trustees in their capacity as such hereunder shall be deemed
an action on behalf of the Trust or the applicable Series, and
not an action in an individual capacity. No one dealing with the
Trustees shall be under any obligation to make any inquiry
concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the
Trustees or upon their order. In construing this Declaration of
Trust, the presumption shall be in favor of a grant of power to
the Trustees.
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TRUSTEES AND OFFICERS AS SHAREHOLDERS
2. Any Trustee, officer or agent of the Trust may
acquire, own and dispose of Shares to the same extent as if he
were not a Trustee, officer or agent; and the Trustees may issue
and sell or cause to be issued and sold Shares to and buy such
Shares from any such person or any firm or company in which he is
interested, subject only to the general limitations herein
contained as to the sale and purchase of such Shares, and all
subject to any restrictions which may be contained in the Bylaws.
ACTION BY THE TRUSTEES
3. The Trustees shall act by majority vote at a meeting
duly called at which a quorum is present or by unanimous written
consent without a meeting. Trustees may participate in any
meeting in person or by telephone conference provided that all
participants are able to hear one another, subject to any
requirement under the 1940 Act that a particular action be taken
at a meeting of the Trustees in person. At any meeting of the
Trustees, a majority of the Trustees shall constitute a quorum.
Meetings of the Trustees may be called orally or in writing by
the Chairman of the Trustees or at his order or discretion or by
any two other Trustees. Notice of the time, date and place of
all meetings of the Trustees shall be given by the party calling
the meeting to each Trustee in the manner provided in the Bylaws.
Notice need not be given to any Trustee who attends the meeting
without objecting to the lack of notice or who executes a written
waiver of notice with respect to the meeting. Subject to the
requirements of the 1940 Act, the Trustees by majority vote may
delegate to any one of their number their authority to approve
particular matters or take particular actions on behalf of the
Trust. Any written consent or waiver may be provided and
delivered to the Trust by facsimile or other similar electronic
mechanism.
CHAIRMAN OF THE TRUSTEES
4. The Trustees may appoint one of their number to be a
non-officer Chairman of the Board of Trustees. The Chairman
shall preside at all meetings of the Trustees, and he may be
without limitation the chief executive, financial and accounting
officer of the Trust.
ARTICLE VI
EXPENSES OF THE TRUST
TRUSTEE REIMBURSEMENT
1. Subject to the provisions of Article III, Section 5,
the Trustees shall be reimbursed from the Trust estate or the
assets belonging to the appropriate Series for their expenses and
disbursements, including, without limitation, interest expenses,
taxes, fees and commissions of every kind, expenses of pricing
Trust portfolio securities, expenses of issue, repurchase and
redemption of shares including expenses attributable to a program
of periodic repurchases or redemptions, under Federal and State
laws and regulations, charges of custodians, transfer
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agents, and registrars, expenses of preparing and setting up in
type Prospectuses and Statements of Additional Information,
expenses of printing and distributing Prospectuses sent to
existing Shareholders, auditing and legal expenses, reports to
Shareholders, expenses of meetings of Shareholders and proxy
solicitations therefor, insurance expenses, association
membership dues and for such non-recurring items as may arise,
including litigation to which the Trust is a party, and for all
losses and liabilities by them incurred in administering the
Trust, and for the payment of such expenses, disbursements,
losses and liabilities. The Trustees shall have a lien on the
assets belonging to the appropriate Series prior to any rights or
interests of the Shareholders thereto. This section shall not
preclude the Trust from directly paying any of the aforementioned
fees and expenses.
ARTICLE VII
INVESTMENT ADVISER, PRINCIPAL UNDERWRITER
AND TRANSFER AGENT
INVESTMENT ADVISER
1. Subject to the requirements of the 1940 Act, the
Trustees may in their discretion from time to time enter into one
or more investment advisory or management contract(s) with
respect to the Trust or any Series thereof whereby the other
party(ies) to such contract(s) shall undertake to furnish the
Trustees such management, investment advisory, statistical and
research facilities and service and such other facilities and
services, if any, and all upon such terms and conditions, as the
Trustees may in their discretion determine. Notwithstanding any
provisions of this Declaration of Trust, the Trustees may
authorize the investment adviser(s) (subject to such general or
specific instructions as the Trustees may from time to time
adopt) to effect purchases, sales or exchanges pursuant to
recommendations of the investment adviser (and all without
further action by the Trustees). Any such purchases, sales and
exchanges shall be deemed to have been authorized by all of the
Trustees.
The Trustees may, subject to applicable requirements of the
1940 Act, including those relating to Shareholder approval,
authorize the investment adviser to employ one or more sub-
advisers from time to time to perform such of the acts and
services of the investment adviser, and upon such terms and
conditions, as may be agreed upon between the investment adviser
and subadviser. Any reference in this Declaration of Trust to
the investment adviser shall be deemed to include such sub-
advisers, unless the context otherwise requires.
PRINCIPAL UNDERWRITER
2. The Trustees may in their discretion from time to
time enter into contract(s) providing for the sale of the Shares,
whereby the Trust may either agree to sell the Shares to the
other party to the contract or appoint such other party its sales
agent for such Shares. In either case, the contract shall be on
such terms and conditions as may be prescribed in the Bylaws, if
any,
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and such further terms and conditions as the Trustees may in
their discretion determine not inconsistent with the provisions
of this Article VII, or of the Bylaws, if any; and such contract
may also provide for the repurchase or sale of Shares by such
other party as principal or as agent of the Trust.
TRANSFER AGENT
3. The Trustees may in their discretion from time to
time enter into one or more contracts whereby the other party
shall undertake to furnish the Trustees with transfer agency
and/or Shareholder services. The contracts shall be on such
terms and conditions as the Trustees may in their discretion
determine not inconsistent with the provisions of this
Declaration of Trust or of the Bylaws, if any. Such services may
be provided by one or more entities.
PARTIES TO CONTRACT
4. The Trust may enter into any contract with any
corporation, firm, partnership, trust or association, although
one or more of the Trustees or officers of the Trust may be an
officer, director, trustee, shareholder, partner or member of
such other party to the contract, and no such contract shall be
invalidated or rendered voidable by reason of the existence of
any such relationship, nor shall any person holding such
relationship be liable merely by reason of such relationship for
any loss or expense to the Trust under or by reason of said
contract or accountable for profit realized directly or
indirectly therefrom, provided that the contract when entered
into was reasonable and fair and not inconsistent with the
provisions of this Article VII or the Bylaws, if any.
PROVISIONS AND AMENDMENTS
5. Any contract entered into pursuant to Sections 1 and
2 of this Article VII and any amendments thereof shall be
consistent with and subject to the requirements of the 1940 Act
(including any amendments thereof or other applicable Act of
Congress hereafter enacted) with respect to its continuance in
effect, its termination, and the method of authorization and
approval of such contract or renewal thereof.
ARTICLE VIII
SHAREHOLDERS' VOTING POWERS AND MEETINGS
VOTING POWERS
1. The Shareholders shall have power to vote (i) for
the election of Trustees as provided in Article IV, Section 2,
(ii) for the removal of Trustees as provided in Article IV,
Section 3(d), (iii) with respect to any investment advisory or
management contract as provided in Article VII, Section 1, (iv)
with respect to the amendment of this Declaration of Trust as
provided in Article
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XIII, Section 7, (v) to the same extent as the shareholders of a
Delaware business corporation, as to whether or not a court
action, proceeding or claim should be brought or maintained
derivatively or as a class action on behalf of the Trust or the
Shareholders, provided, however, that a Shareholder of a
particular Series or Class shall not be entitled to bring any
derivative or class action on behalf of any other Series or Class
of the Trust, and (vi) with respect to such additional matters
relating to the Trust as may be required or authorized by Federal
or state law, by this Declaration of Trust, or the Bylaws, if
any, or any registration of the Trust with the Securities and
Exchange Commission (the "Commission"), as the Trustees may
consider desirable. On any matter submitted to a vote of the
Shareholders, all Shares shall be voted by individual Series or
Class, except (i) when required by the 1940 Act, Shares shall be
voted in the aggregate and not by individual Series or Class or
(ii) when the Trustees have determined that the matter affects
only the interests of one or more Series or Classes, then only
the Shareholders of such Series or Classes shall be entitled to
vote thereon.
Each whole Share shall be entitled to one vote as to any
matter on which it is entitled to vote, and each fractional Share
shall be entitled to a proportionate fractional vote. There
shall be no cumulative voting in the election of Trustees. The
Bylaws may provide that proxies may be given by any electronic or
telecommunications device or in any other manner, but if a
proposal by anyone other than the officers or Trustees is
submitted to a vote of the Shareholders of the Trust or of any
Series or Class, or if there is a proxy contest or proxy
solicitation or proposal in opposition to any proposal by the
officers or Trustees, Shares may be voted only in person or by
written proxy. Until Shares of a Series or Class are issued, as
to that Series or Class the Trustees may exercise all rights of
Shareholders and may take any action required or permitted to be
taken by Shareholders by law, this Declaration of Trust or the
Bylaws.
MEETINGS
2. The first Shareholders' meeting shall be held at the
time specified in Section 2 of Article IV at the principal office
of the Trust or such other place as the Trustees may designate.
Special meetings of the Shareholders of any Series or Class may
be called by the Trustees and shall be called by the Trustees
upon the written request of Shareholders owning at least one-
fifth (1/5th) of the outstanding Shares of such Series or Class
entitled to vote, except in cases where a lesser percentage of
such Series of Class is required by the 1940 Act. Whenever ten
(10) or more Shareholders meeting the qualifications set forth in
Section 16(c) of the 1940 Act, as the same may be amended from
time to time, seek the opportunity of furnishing materials to the
other Shareholders with a view to obtaining signatures on such a
request for a meeting, the Trustees shall comply with the
provisions of said Section 16(c) with respect to providing such
Shareholders access to the list of the Shareholders of record of
the Trust or the mailing of such materials to such Shareholders
of record. Shareholders shall be entitled to at least ten (10)
days' notice of any meeting.
-14-<PAGE>
QUORUM AND REQUIRED VOTE
3. A majority of Shares entitled to vote in person or
by proxy shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or
of this Declaration of Trust permits or requires that holders of
any Series or Class shall vote as a Series or Class, then a
majority of the aggregate number of Shares of that Series or
Class entitled to vote shall be necessary to constitute a quorum
for the transaction of business by that Series or Class. Any
lesser number shall be sufficient for adjournments. Any
adjourned session or sessions may be held, within a reasonable
time after the date set for the original meeting, without the
necessity of further notice. Except when a larger vote is
required by any provision of this Declaration of Trust or the
Bylaws or the 1940 Act, a majority of the Shares voted in person
or by proxy shall decide any questions and a plurality shall
elect a Trustee, provided that where any provision of law or of
this Declaration of Trust permits or requires that the holders of
any Series or Class shall vote as a Series or Class, then a
majority of the Shares of that Series or Class voted on the
matter shall decide that matter insofar as that Series or Class
is concerned.
ARTICLE IX
CUSTODIAN
APPOINTMENT AND DUTIES
1. The Trustees shall at all times employ one or
several banks, trust companies, or other business firms, which
may be Interested Persons of the Trust, as custodian with
authority as its agent, but subject to such restrictions,
limitations and other requirements, if any, as may be contained
in the Bylaws:
(1) to hold the securities owned by the Trust and
deliver the same upon written order;
(2) to receive and give receipt for any moneys due to
the Trust and deposit the same in its own banking department or
elsewhere as the Trustees may direct; and
(3) to disburse such funds upon orders or vouchers; and
the Trust may also employ such custodian or custodians as its
agent:
(i) to keep the books and accounts of the Trust
and furnish clerical and accounting services; and
(ii) to compute, if authorized to do so by the
Trustees, the Net Asset Value of any Series or Class in
accordance with the provisions hereof;
all upon such basis of compensation as may be agreed upon between
the Trustees and the custodian(s). If so directed by a Majority
Shareholder Vote, the custodian(s) shall deliver and pay over all
property of the Trust held by it as specified in such vote.
-15-<PAGE>
The Trustees may also authorize the custodian(s) to employ
one or more sub-custodians, which may be Interested Persons of
the Trust from time to time to perform such of the acts and
services of the custodians and upon such terms and conditions, as
may be agreed upon between the custodian(s) and such sub-
custodian(s) and approved by the Trustees, provided that in every
case such sub-custodian shall be a bank, trust company or other
business firm organized under the laws of the United States or
one of the states thereof or such other person as may be
permitted by the Commission, or otherwise in accordance with the
1940 Act.
CENTRAL CERTIFICATE SYSTEM
2. Subject to such rules, regulations and order as the
Commission may adopt, the Trustees may direct the custodian(s) to
deposit all or any part of the securities owned by the Trust in a
system for the central handling of securities established by a
national securities exchange or a national securities association
registered with the Commission under the Securities Exchange Act
of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act,
pursuant to which system all securities of any particular class
or series of any issuer deposited within the system are treated
as fungible and may be transferred or pledged by bookkeeping
entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the
order of the Trust.
ARTICLE X
DISTRIBUTIONS AND REDEMPTIONS
DISTRIBUTIONS
1. (a) The Trustees may from time to time declare and pay
dividends and other distributions. The amount of such dividends
and other distributions and the payment of them shall be wholly
in the discretion of the Trustees.
(b) The Trustees shall have power, to the fullest extent
permitted by the laws of Massachusetts, at any time to declare
and cause to be paid dividends and other distributions on Shares
of a particular Series, from the assets belonging to that Series,
which dividends or other distributions, at the election of the
Trustees, may be paid daily or otherwise pursuant to a standing
resolution or resolutions adopted only once or with such
frequency as the Trustees may determine, and may be payable in
Shares of that Series at the election of the Trustees or each
Shareholder of that Series. All dividends and other
distributions on Shares of a particular Series shall be
distributed pro rata to the Shareholders of that Series in
proportion to the number of Shares of that Series they held on
the record date established for such payment, except that such
dividends and distributions shall appropriately reflect expenses
allocated to a particular Class of such Series.
-16-<PAGE>
REDEMPTION OF SHARES
2. In case any holder of record of Shares of a
particular Series desires to dispose of his Shares, he may
deposit at the office of the transfer agent or other authorized
agent of that Series, in accordance with any procedures
established by the Trustees, a written request or such other form
of request as the Trustees may from time to time authorize,
requesting that the Series redeem or purchase the Shares in
accordance with this Section 2; and the Shareholders so
requesting shall be entitled to require the Series to redeem or
purchase, and the Series or the Principal Underwriter of the
Series shall redeem or purchase his said Shares, but only at the
next determined Net Asset Value thereof (as described in Section
3 hereof). The Series shall make payment for any such Shares to
be redeemed or purchased, as aforesaid, in cash or, if permitted
by law, at the Trustees' election in kind from the assets of that
Series and payment for such Shares shall be made by the Series or
the Principal Underwriter of the Series to the Shareholder of
record within seven (7) days after the date upon which the
request is effective.
DETERMINATION OF NET ASSET VALUE AND VALUATION OF PORTFOLIO
ASSETS
3. The term "Net Asset Value" of any Series shall mean
that amount which the assets of each Series or Class exceed its
liabilities, all as determined by or under the direction of the
Trustees. Such value per Share shall be determined separately
for each Series or Class of Shares and shall be determined on
such days and at such times as the Trustees may determine. Such
determination shall be made with respect to securities for which
market quotations are readily available, at the market value of
such securities; and with respect to other securities and assets,
at the fair value as determined in good faith by the Trustees,
provided, however, that the Trustees, without Shareholder
approval, may alter the method of appraising portfolio securities
insofar as permitted under the 1940 Act and the interpretations
thereof promulgated or issued by the Commission or insofar as
permitted by any order of the Commission applicable to the
Series. The Trustees may delegate any of their powers and duties
under this Section 3 with respect to appraisal of assets and
liabilities. At any time the Trustees may cause the value per
Share last determined to be determined again in similar manner
and may fix the time when such redetermined value shall become
effective.
SUSPENSION OF THE RIGHT OF REDEMPTION
4. The Trustees may declare a suspension of the right
of redemption or postpone the date of payment as permitted under
the 1940 Act. Such suspension shall take effect at such time as
the Trustees shall specify but not later than the close of
business on the business day next following the declaration or
suspension, and thereafter there shall be no right of redemption
or payment until the Trustees shall declare the suspension at an
end. In the case of a suspension of the right of redemption, a
Shareholder may either withdraw his request for redemption or
receive payment based on the next-determined Net Asset Value per
Share after the termination of the suspension.
-17-<PAGE>
ARTICLE XI
COMPENSATION AND LIMITATION OF LIABILITY
OF TRUSTEES COMPENSATION
1. The Trustees as such shall be entitled to reasonable
compensation from the Trust; they may fix the amount of their
compensation. Nothing herein shall in any way prevent the
employment of any Trustee for advisory, management, legal,
accounting, investment banking or other services and payment for
the same by the Trust.
LIMITATION OF LIABILITY
2. Provided they have exercised reasonable care and
have acted under the reasonable belief that their actions are in
the best interest of the Trust, the Trustees shall not be
responsible for or liable in any event for neglect or wrongdoing
of them or any officer, agent, employee or investment adviser of
the Trust, but nothing contained herein shall protect any Trustee
against any liability to which he would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his
office. Every note, bond, contract, instrument, certificate or
undertaking and every other act or obligation whatsoever executed
or performed by or on behalf of the Trust or the Trustees or any
of them in connection with the Trust shall be conclusively deemed
to have been executed or done only in or with respect to their or
his capacity as Trustees or Trustee, and such Trustees or Trustee
shall not be personally liable thereon.
-18-<PAGE>
ARTICLE XII
INDEMNIFICATION
COVERED PERSONS
1. (a) Subject to the exceptions and limitations contained
in paragraph (b) of this Section 1 below:
(i) every person who is, or has been, a Trustee
or officer of the Trust (including persons who serve at the
Trust's request as directors, officers or trustees of another
organization in which the trust has any interest as a
shareholder, creditor or otherwise) (hereinafter referred to as a
"Covered Person") shall be indemnified by the appropriate Series
to the fullest extent permitted by law against liability and
against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he
becomes involved as a party or otherwise by virtue of his being
or having been a Covered Person and against amounts paid or
incurred by him in the settlement thereof; and
(ii) the words "claim," "action," "suit," or
"proceeding" shall apply to all claims, actions, suits or
proceedings (civil, criminal, administrative or other, including
appeals), actual or threatened while in office or thereafter, and
the words "liability" and "expenses" shall include, without
limitation, attorneys' fees, costs, judgments, amounts paid in
settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a
Covered Person:
(i) who shall have been adjudicated by a court
or body before which the proceeding was brought (A) to be liable
to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office, unless, and
only to the extent that, such court or body shall determine upon
application that, despite the adjudication of liability, but in
view of all the circumstances of the case, the Covered Person is
fairly and reasonably entitled to indemnification or (B) not to
have acted in good faith in the reasonable belief that his action
was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there
has been a determination that such Trustee or officer was not
liable by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the
conduct of his office,
(A) by the court or other body
approving the settlement;
-19-<PAGE>
(B) by at least a majority of those
Trustees who are neither Interested Persons of the Trust nor are
parties to the matter based upon a review of readily available
facts (as opposed to a full trial-type inquiry); or
(C) by written opinion of independent legal
counsel based upon a review of readily available facts (as
opposed to a full trial-type inquiry); provided, however, that
any Shareholder may, by appropriate legal proceedings, challenge
any such determination by the Trustees, or by independent
counsel.
(c) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not be exclusive of or affect any other rights
to which any Covered Person may now or hereafter be entitled,
shall continue as to a person who has ceased to be such Trustee
or officer and shall inure to the benefit of the heirs, executors
and administrators of such a person. Nothing contained herein
shall affect any rights to indemnification to which Trust
personnel, other than Trustees and officers, and other persons
may be entitled by contract or otherwise under law.
(d) Expenses in connection with the preparation and
presentation of a defense to any claim, action, suit or
proceeding of the character described in paragraph (a) of this
Section 1 may be paid by the applicable Series from time to time
prior to final disposition thereof upon receipt of an undertaking
by or on behalf of such Covered Person that such amount will be
paid over by him to the applicable Series if it is ultimately
determined that he is not entitled to indemnification under this
Section 1; provided, however, that either (i) such Covered Person
shall have provided appropriate security for such undertaking,
(ii) the Trust is insured against losses arising out of any such
advance payments or (iii) either a majority of the Trustees who
are neither Interested Persons of the Trust nor parties to the
matter, or independent legal counsel in a written opinion, shall
have determined, based upon a review of readily available facts
(as opposed to a trial type inquiry or full investigation), that
there is reason to believe that such Covered Person will be found
entitled to indemnification under this Section 1.
(e) The Trust shall be entitled to assume the defense of
any such claim, suit, action or proceeding, with counsel approved
by the Covered Person to be indemnified, upon the delivery to
such Covered Person of written notice of its election to do so.
After delivery of such notice, approval of such counsel by the
Covered Person to be indemnified, and the retention of such
counsel by the Trust, the Trust will not be liable to the Covered
Person to be indemnified for any fees of counsel subsequently
incurred by such Covered Person with respect to the same
proceeding, provided that (i) such Covered Person shall have the
right to employ his own counsel in any such claim, suit, action
or proceeding at his own expense and (ii) if (A) the employment
of counsel by such Covered Person has been previously authorized
by the Trust, (B) such Covered Person shall have reasonably
concluded that there may be a conflict of interest between the
Trust and such Covered Person in the conduct of any such defense,
or (C) the Trust shall not, in fact, have employed counsel to
assume the defense of such claim, suit, action or proceeding,
then the fees and expenses of any counsel retained by such
Covered Person shall be at the expense of the Trust.
-20-<PAGE>
(f) If this Section 1 is revoked or amended to eliminate
or reduce the effect thereof, the indemnification and advancement
of expenses provided by, or granted pursuant to, this Section 1
shall continue to be effective for Covered Persons entitled to
indemnification hereunder prior to such revocation or amendment
with respect to matters arising prior to such revocation or
amendment. Nothing herein is intended to require or shall be
construed as requiring the Trust to do or fail to do any act in
violation of applicable law.
SHAREHOLDERS
2. In case any Shareholder or former Shareholder of any
Series of the Trust shall be held to be personally liable solely
by reason of his being or having been a Shareholder and not
because of his acts or omissions or for some other reason, the
Shareholder or former Shareholder (or his heirs, executors,
administrators or other legal representatives or in the case of a
corporation or other entity, its corporate or other general
successor) shall be entitled out of the assets belonging to the
applicable Series to be held harmless from and indemnified
against all loss and expenses arising from such liability. The
Trust, on behalf of the Series, shall, upon request by the
Shareholder, assume the defense of any such claim made against
such Shareholder for any act or obligation of the Series and
satisfy any judgment thereon from the assets of the Series.
ARTICLE XIII
MISCELLANEOUS
TRUST NOT A PARTNERSHIP; TRUSTEES, SHAREHOLDERS, ETC.
NOT PERSONALLY LIABLE; NOTICE
1. It is hereby expressly declared that a trust and not
a partnership is created hereby. No Trustee hereunder shall have
any power to bind personally either the Trust's officers or any
Shareholder. All persons extending credit to, contracting with
or having any claim against the Trust or the Trustees shall look
only to the assets of the appropriate Series for payment under
such credit, contract or claim; and neither the Shareholders nor
the Trustees, nor any of their agents, whether past, present or
future, shall be personally liable therefor. Nothing in this
Declaration of Trust shall protect a Trustee against any
liability to which the Trustee would otherwise be subject by
reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the
office of Trustee hereunder. Every note, bond, contract,
instrument, certificate or undertaking made or issued by the
Trustees or by any officer or officers shall give notice that
this Declaration of Trust is on file with the Secretary of The
Commonwealth of Massachusetts and shall recite to the effect that
the same was executed or made by or on behalf of the Trust or by
them as Trustee or Trustees or as officer or officers and not
individually and that the obligations of such instrument are not
binding upon any of them or the Shareholders individually but are
binding only upon the assets and property of the Trust, and may
contain such further recital as he or they may deem appropriate,
but the omission
-21-<PAGE>
thereof shall not operate to bind any Trustee or Trustees or
officer or officers or Shareholder or Shareholders individually.
TRUSTEE'S GOOD FAITH ACTION, EXPERT ADVICE,
NO BOND OR SURETY
2. The exercise by the Trustees of their powers and
discretions hereunder in good faith and with reasonable care
under the circumstances then prevailing, shall be binding upon
everyone interested. Subject to the provisions of Section 1 of
this Article XIII and to Article XII, the Trustees shall not be
liable for errors of judgment or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect
to the meaning and operation of this Declaration of Trust, and
subject to the provisions of Section 1 of this Article XIII and
to Article XII, shall be under no liability for any act or
omission in accordance with such advice or for failing to follow
such advice. The Trustees shall not be required to give any bond
as such, nor any surety if a bond is obtained.
ESTABLISHMENT OF RECORD DATES
3. The Trustees may close the stock transfer books of
the Trust for a period not exceeding sixty (60) days preceding
the date of any meeting of Shareholders, or the date for the
payment of any dividends or other distributions, or the date for
the allotment of rights, or the date when any change or
conversion or exchange of Shares shall go into effect; or in lieu
of closing the stock transfer books as aforesaid, the Trustees
may fix in advance a date, not exceeding sixty (60) days
preceding the date of any meeting of shareholders, or the date
for payment of any dividend or other distribution, or the date
for the allotment of rights, or the date when any change or
conversion or exchange of Shares shall go into effect, as a
record date for the determination of the Shareholders entitled to
notice of, and to vote at, any such meeting, or entitled to
receive payment of any such dividend or other distribution, or to
any such allotment of rights, or to exercise the rights in
respect of any such change, conversion or exchange of Shares, and
in such case such Shareholders and only such Shareholders as
shall be Shareholders of record on the date so fixed shall be
entitled to such notice of, and to vote at, such meeting, or to
receive payment of such dividend or other distribution, or to
receive such allotment or rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any Shares on
the books of the Trust after any such record date fixed as
aforesaid.
-22-
<PAGE>
TERMINATION OF TRUST
4. (a) This Trust shall continue without limitation
of time but subject to the provisions of paragraph (b) of this
Section 4.
(b) Subject to a Majority Shareholder Vote of
each Series affected by the matter or, if applicable, to a
Majority Shareholder Vote of the Trust, the Trustees may:
(i) sell and convey all or substantially all the
assets of the Trust or any affected Series to another trust,
partnership, association or corporation organized under the laws
of any state for adequate consideration which may include the
assumption of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of the Trust or any affected
Series, and which may include shares of beneficial interest or
stock of such trust, partnership, association or corporation; or
(ii) at any time sell and convert into money all
of the assets of the Trust or any affected Series.
Upon making provision for the payment of all such
liabilities in either (i) or (ii), by such assumption or
otherwise, the Trustees shall distribute the remaining proceeds
or assets (as the case may be) ratably among the holders of the
Shares of the Trust or any affected Series then outstanding;
however, the payment to any particular Class of such Series may
be reduced by any fees, expenses or charges allocated to that
Class or Series.
(c) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in paragraph (b),
the Trust or any affected Series shall terminate and the Trustees
shall be discharged of any and all further liabilities and duties
hereunder and the right, title and interest of all parties shall
be canceled and discharged.
FILING OF COPIES, REFERENCES, HEADINGS, GENDER, ETC.
5. The original or a copy of this instrument and of
each declaration of trust supplemental hereto shall be kept at
the office of the Trust where it may be inspected by any
Shareholder. A copy of this instrument and of each supplemental
declaration of trust shall be filed by the Trustees with the
Secretary of The Commonwealth of Massachusetts, as well as any
other governmental office where such filing may from time to time
be required. Anyone dealing with the Trust may rely on a
certificate by an officer or Trustee of the Trust as to whether
or not any such supplemental declarations of trust have been made
and as to any matters in connection with the Trust hereunder, and
with the same effect as if it were the original, may rely on a
copy certified by an officer or Trustee of the Trust to be a copy
of this instrument or of any such supplemental declaration of
trust. In this instrument or in any such supplemental
declaration of trust, references to this instrument, and all
expressions like "herein," "hereof" and "hereunder,"
-23-<PAGE>
shall be deemed to refer to this instrument as amended or
affected by any such supplemental declaration of trust. Headings
are placed herein for convenience of reference only and in case
of any conflict, the text of this instrument, rather than the
headings, shall control. This instrument may be executed in any
number of counterparts, each of which shall be deemed an
original. In the case of all terms used in this instrument, the
singular shall include the plural and the masculine gender shall
include the feminine and neuter, and vice versa, as the context
requires.
APPLICABLE LAW
6. The trust set forth in this instrument is made in
The Commonwealth of Massachusetts, and it is created under and is
to be governed by and construed and administered (a) according to
the laws of said Commonwealth and (b) in a manner not
inconsistent with the provisions of the 1940 Act. The Trust
shall be of the type commonly called a Massachusetts business
trust, and without limiting the provisions hereof, the Trust may
exercise all powers whichare ordinarily exercised by such a
trust.
AMENDMENTS
7. If authorized by votes of the Trustees and a
Majority Shareholder Vote, or by any larger vote which may be
required by applicable law or this Declaration of Trust in any
particular case, the Trustees shall amend or otherwise supplement
this instrument, by making a declaration of trust supplemental
hereto, which thereafter shall form a part hereof, except that an
amendment which shall affect the Shareholders of one or more
Series but not the Shareholders of all outstanding Series shall
be authorized by vote of the Shareholders holding a majority of
the Shares entitled to vote of each Series affected and no vote
of Shareholders of a Series not affected shall be required.
Amendments having the purpose of changing the name of the Trust
or supplying any omission, curing any ambiguity or curing,
correcting or supplementing any defective or inconsistent
provision contained herein shall not require authorization by
Shareholder vote. Copies of the supplemental declaration of
trust shall be filed as specified in Section 5 of this Article
XIII.
FISCAL YEAR
8. The fiscal year of the Trust shall end on a
specified date as set forth in the Bylaws, provided, however,
that the Trustees may, without Shareholder approval, change the
fiscal year of the Trust. The Trust's principal business address
is:
Suite 818
53 West Jackson
Boulevard
Chicago,
Illinois 60604
or such other address as the Trustees may determine from time to
time.
The Trust's registered agent in Massachusetts is:
CT Corporation
System
2 Oliver Street
-24-<PAGE>
Boston, MA
02109
The Trust's principal business address in Massachusetts is:
CT Corporation
System
2 Oliver Street
Boston, MA
02109
SEVERABILITY
Section 9. The provisions of this Declaration of Trust are
severable. If the Trustees determine, with the advice of
counsel, that any provision hereof conflicts with the 1940 Act,
the regulated investment company provisions of the Code or with
other applicable laws and regulations, the conflicting provision
shall be deemed never to have constituted a part of this
Declaration of Trust; provided, however, that such determination
shall not affect any of the remaining provisions of this
Declaration of Trust or render invalid or improper any action
taken or omitted prior to such determination. If any provision
hereof shall be held invalid or unenforceable in any
jurisdiction, such invalidity or unenforceability shall attach
only to such provision only in such jurisdiction and shall not
affect any other provision of this Declaration of Trust.
-25-<PAGE>
IN WITNESS WHEREOF, the undersigned, being all of the
Trustees of the Trust, have executed this instrument this 14th
day of February, 1997.
TRUSTEES:
___________________________________
KEITH L. COOK
___________________________________
BURT W.
ENGELBERG
___________________________________
JOHN R. HALL
___________________________________
ROBERT H.
PERKINS
___________________________________
GREGORY E. WOLF
SETTLOR:
___________________________________
ROBERT H.
PERKINS
-26-<PAGE>
ACKNOWLEDGMENTS
THE STATE OF ILLINOIS
Cook, ss. Chicago,
February ___, 1997
Then personally appeared the above named Keith L. Cook, Jr.
and acknowledged the foregoing instrument to be his free act and
deed, before me,
__________________________________
Notary Public
My Commission
expires:
Suffolk, ss. Chicago,
February ___, 1997
Then personally appeared the above named Burt W. Engelberg
and acknowledged the foregoing instrument to be his free act and
deed, before me,
___________________________________
Notary Public
My Commission
expires:
Suffolk, ss. Chicago,
February ___, 1997
Then personally appeared the above named John R. Hall and
acknowledged the foregoing instrument to be his free act and
deed, before me,
___________________________________
Notary Public
My Commission
expires:
Suffolk, ss. Chicago,
February ___, 1997
Then personally appeared the above named Robert H. Perkins
and acknowledged the foregoing instrument to be his free act and
deed, before me,
___________________________________
Notary Public
My Commission
expires:
-28-<PAGE>
Cook, ss. Chicago,
February ___, 1997
Then personally appeared the above named Gregory E. Wolf and
acknowledged the foregoing instrument to be his free act and
deed, before me,
___________________________________
Notary Public
My Commission
expires:
-29-
EXHIBIT 2
AMENDED AND RESTATED
BYLAWS
OF
THE OMNI INVESTMENT FUND
(as of December 12, 1996)
ARTICLE I
_________
OFFICERS AND THEIR ELECTION
SECTION 1. Officers. The officers of the Trust shall be a
________ President, a Treasurer, a Secretary, and
such other officers with such other titles as provided for herein
or as the Trustees may from time to time elect. It shall not be
necessary for any Trustee or other officer to be a holder of
shares in the Trust.
SECTION 2. Election of Officers. The officers of the Trust
____________________ shall be chosen annually by the
Trustees. The President shall be chosen annually by and from the
Trustees. Two or more offices may be held by a single person
except the offices of President and Secretary. The officers
shall hold office until their successors are chosen and
qualified.
SECTION 3. Resignations and Removals. Any officer of the Trust
_________________________ may resign by filing a
written resignation with the President or with the Trustees or
with the Secretary, which shall take effect on being so filed
unless it is specified to be effective at some other time or upon
the happening of some other event. Any officer may be removed at
any time, with or without cause, by vote of a majority of the
entire number of Trustees.
SECTION 4. Vacancies. The Trustees may fill any vacancy
_________ occurring in any office for any reason and
may, in its discretion, leave unfilled for such period as it may
determine any offices other than those of President, Treasurer
and Secretary. Each such successor shall hold office until his
successor is chosen and qualified.
ARTICLE II
__________
POWERS AND DUTIES OF OFFICERS AND TRUSTEES
SECTION 1. Trustees. The business and affairs of the Trust
________ shall be managed by the Trustees, and they
shall have all powers necessary and desirable to fully carry out
that responsibility.
SECTION 2. Executive and other Committees. The Trustees may
______________________________ elect from their own
number an Executive Committee to consist of not less than two (2)
nor more than three (3) members, which shall have the power and
duty to conduct the current and ordinary business of the Trust,
<PAGE>
and such other powers and duties as the Trustees may from time to
time delegate to such Committee. The Trustees may also elect
from their own number other Committees from time to time, the
number composing such Committees and the powers conferred upon
the same to be determined by vote of the Trustees, Vacancies in a
committee shall be filled by the Board of Trustees.
SECTION 3. President. The President shall be the chief
_________ operating officer of the Trust and, subject
to the Trustees, shall have general supervision over the business
and policies of the Trust. The President shall have full power
and authority to bind the Trust and in connection therewith may
execute and deliver in the name and on behalf of the Trust any
and all agreements, instruments, notes and writings of any nature
that he may consider necessary or appropriate in connection with
the management of the Trust. The President shall perform such
duties additional to all of the foregoing as the Trustees may
from time to time designate.
SECTION 4. Treasurer. Subject to Section 4 of Article V of the
_________ Declaration of Trust, the Treasurer may be
the principal financial and accounting officer of the Trust. He
shall deliver all funds and securities of the Trust which may
come into his hands to such bank(s) or trust companies) as the
Trustees shall employ as Custodian(s) in accordance with Article
IX of the Declaration of Trust and these Bylaws. He shall have
the custody of the seal of the Trust. He shall make annual
reports in writing of the business conditions of the Trust, which
reports shall be preserved upon its records, and he shall furnish
such other reports regarding its business and condition as the
Trustees may from time to time require. The Treasurer shall
perform such duties additional to all of the foregoing as the
Trustees or the President may from time to time designate.
SECTION 5. Secretary. The Secretary shall record in books kept
_________ for the purpose all votes and proceedings
of the Trustees and the shareholders at their respective
meetings. The Secretary shall perform such duties and possess
such powers additional to the foregoing as the Trustees or the
President may from time to time designate.
SECTION 6. Vice Presidents. Each Vice President of the Trust
_______________ shall perform such duties and possess
such powers as the Trustees or the President may from time to
time designate. In the event of the absence, inability or
refusal to act of the President, the Vice President (or if there
shall be more than one, the Vice Presidents in the order elected
by the Trustees) shall perform the duties of the President and
when so performing shall have all the powers of and be subject to
all the restrictions upon the President.
SECTION 7. Assistant Treasurer. The Assistant Treasurer of the
___________________ Trust shall perform such duties
and possess such powers as the Trustees, the President or the
Treasurer may from time to time designate.
SECTION 8. Assistant Secretary. The Assistant Secretary of the
___________________ Trust shall perform such duties
and possess such powers as the Trustees, the President or the
Secretary may from time to time designate.
-2-<PAGE>
ARTICLE III
___________
SHAREHOLDERS' MEETING
SECTION 1. General. Voting powers and meetings of Shareholders
_______ shall be governed by applicable provisions
of law, the Declaration of Trust and as hereinafter provided by
these Bylaws.
SECTION 2. Special Meetings. A special meeting of the
________________ Shareholders of any Series shall be
called by the Secretary whenever ordered by the Trustees or
requested in writing by the holder or holders of at least one-
fifth (1/5th) of the outstanding Shares of any such Series
entitled to vote. If the Secretary, when so ordered or
requested, refuses or neglects for more than two (2) days to call
such special meeting, the Trustees or the Shareholders so
requesting may, in the name of the Secretary, call the meeting by
giving notice thereof in the manner required when notice is given
by the Secretary.
SECTION 3. Notices. Except as above provided, notices of any
_______ special meeting of the Shareholders shall be
given by the Secretary by delivery or mailing, postage prepaid,
to each Shareholder entitled to vote at said meeting, a written
or printed notification of such meeting, at least ten (10) days
before the meeting, to such address as may be registered with the
Trust by the Shareholder.
SECTION 4. Place of Meeting. All special meetings of the
________________ Shareholders shall be held at the
principal place of business of the Trust in Chicago, Illinois, or
at such other place in the United States as the Trustees may
designate.
SECTION 5. Voting of Shares by Certain Shareholders. Shares
________________________________________ standing in
the name of a deceased person may be voted by his personal
representative either in person or by proxy. Shares standing in
the name of a conservator or trustee may be voted by such
fiduciary, either in person or by proxy, but no such fiduciary
shall be entitled, as such fiduciary, to vote shares held by him
without a transfer of such shares into his name.
Shares standing in the name of a receiver may be voted by
such receiver and shares held by or under the control of a
receiver may be voted by such receiver without the transfer
thereof into his name if authority to do so be contained in an
appropriate order of the court by which such receiver was
appointed.
A Shareholder whose shares are pledged shall be entitled to
vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee shall be entitled
to vote the shares so transferred.
Shares standing in the name of another corporation, domestic
or foreign, may be voted by such officer, agent or proxy as the
Bylaws of such corporation may prescribe, or in the absence of
such provision, as the Board of Directors of such corporation may
determine.
-3-<PAGE>
SECTION 6. Consent Actions. Any actions required to be taken at
_______________ a meeting of the Shareholders of this
Trust or any action which may be taken at a meeting of the
Shareholders may be taken without a meeting if consents in
writing, setting forth the action so taken, shall be signed by
all the Shareholders entitled to vote with respect to the subject
matter thereof. Such consents shall have the same force and
effect as a unanimous vote of the Shareholders at a meeting duly
held and may be stated as such on any certificate or document.
The Secretary shall file the consents with the minutes of the
meetings of the Shareholders.
SECTION 7. Conducting Meetings. The President or, in the
___________________ President's absence, one of the
other officers shall call meetings of the Shareholders to order
and shall act as Chairman of such meetings. In the absence of
the President and all other officers, any of the persons calling
the meeting by a notice given as herein provided may call the
meeting to order, and a Chairman shall be elected. The Secretary
of the Corporation or any Assistant Secretary shall act as
Secretary of all meetings of the Shareholders; and if the
Secretary and all Assistant Secretaries shall be absent, then
such person as may be designated by the Chairman of the meeting
shall act as Secretary thereof.
ARTICLE IV
__________
TRUSTEES' MEETINGS
SECTION 1. Meetings. Meetings of the Trustees shall be called
________ orally or in writing by the President or at
his order or direction or by any two other Trustees, and if the
Secretary when so requested refuses or fails for more than one
(1) day to call such meeting, the President, or such two other
Trustees, may in the name of the Secretary call such meeting by
giving due notice in the manner required when notice is given by
the Secretary.
SECTION 2. Quorum. A majority of the Trustees shall constitute
______ a quorum for the transaction of business.
SECTION 3. Notices. Except as otherwise provided, notice of any
_______ meeting of the Trustees shall be given by the
Secretary to each Trustee, (a) by mailing to him, postage
prepaid, addressed to him at his address as registered on the
books of the Trust or, if not so registered, at his last known
address, a written or printed notification of such meeting at
least three (3) days before the meeting, or (b) by delivering
such notice to him at least two (2) days before the meeting, or
(c) by telephoning him or by sending to his at least one (1) day
before the meeting, by prepaid telegram, addressed to him at his
said registered address, if any, or if he has no such registered
address, as his last known address, notice of such meeting.
SECTION 4. Place of Meeting. All meetings of the Trustees shall
________________ be held at the principal place of
business of the Trustees in Chicago, Illinois or such other place
in the United States as the person or persons requesting said
meeting to be called may designate, but any meeting may adjourn
to any other place.
-4-<PAGE>
SECTION 5. Special Action. When all the Trustees shall be
______________ present at any meeting, however
called, or wherever held, or shall assent to the holding of the
meeting without notice, or after the meeting shall sign a written
assent thereto on the record of such meeting, the acts of such
meeting shall be valid as if such meeting had been regularly
held.
SECTION 6. Action by Consent. Any action by the Trustees may be
_________________ taken without a meeting if a
written consent thereto is signed by all the Trustees and filed
with the records of the Trustees meetings, or by telephone
consent provided a quorum of Trustees participate in any such
telephone meeting. Such consent shall be treated as a vote of
the Trustees for all purposes.
ARTICLE V
_________
SHARES OF BENEFICIAL INTEREST
SECTION 1. Beneficial Interest. The beneficial interest in the
___________________ Trust and the status of the
owners thereof shall be defined, establishment and governed by
applicable provisions of law, the Declaration of Trust and as
herein provided by these Bylaws.
SECTION 2. Certificate of Shares of Beneficial Interest.
____________________________________________ Subject
to certain minimum investment requirements as may be set by the
Trustees, each Shareholder shall be entitled to a certificate of
shares of beneficial interest of the Trust in such form as may be
prescribed from time to time by the Trustees. The certificate
shall be signed by the President or a Vice President, certificate
is countersigned by a transfer agent or a registrar, other than a
Trustee, officer or employee of the Trust, such signature may be
a facsimile. In case any officer who has signed or whose
facsimile signatures has been placed upon such certificate shall
have ceased to be such officer before such certificate is issued,
it may be issued by the Trust with the same effect as if he were
such officer at the time of its issue. Every certificate for
shares of beneficial interest which are subject to any
restriction or transfer pursuant to the Declaration of Trust, the
Bylaws, applicable securities laws or any agreement to which the
Trust is a party, shall have conspicuously noted on the face or
back of the certificate either the full text of the restriction
or a statement of the existence of such restrictions and a
statement that the Trust will furnish a copy of the restrictions
to the holder of such certificate upon written request and
without charge. Every certificate issued when the Trust is
authorized to issue more than one class or series of shares of
beneficial interest shall set forth on its face or back either
the full text of the preferences, voting powers, qualifications
and special and relative rights of the shares of each class and
series authorized to be issued or a statement of the existence of
such preferences, powers, qualifications and rights and a
statement that the Trust will furnish a copy thereof to the
holder of such certificate upon written request and without
charge.
SECTION 3. Transfers. Subject to the restrictions, if any,
_________ stated or noted on the Share certificates,
Shares may be transferred on the books of the Trust by the
surrender to the Trust or its transfer agent of the certificate
representing such shares properly endorsed or accompanied by a
written assignment or power of attorney properly executed, and
with such proof of authority or the authenticity of signature as
the Trust or its transfer agent may reasonably
-5-<PAGE>
require. Except as may be otherwise required by law, by the
Declaration of Trust or by these Bylaws, the Trust shall be
entitled to treat the record holder of Shares of beneficial
interest as shown on its books as the owner of such Shares for
all purposes, including the payment the owner of such Shares for
all purposes, including the payment of dividends and the right to
vote with respect thereto, regardless of any transfer, pledge or
other disposition of such Shares until the Shares have been
transferred on the books of the Trust in accordance with the
requirements of these Bylaws.
SECTION 4. Replacement of Certificates. In case of the alleged
___________________________ loss or destruction or
the mutilation of a certificate of shares of beneficial interest,
a duplicate certificate may be issued in place of the lost,
destroyed or mutilated certificate, upon such terms as the
Trustees may prescribe, including the presentation of reasonable
evidence of such loss, destruction or mutilation and the giving
of such indemnity as the Trustees may require for the protection
of the Trust or any transfer agent or registrar.
ARTICLE VI
__________
INSPECTION OF BOOKS
The Trustees shall from time to time determine whether and
to what extent, and at what time and places, and under what
conditions and regulations the accounts and books of the Trust or
any of them shall be open to the inspection of the Shareholders;
and no Shareholder shall have any right to inspect any account or
book or document of the Trust except as conferred by law or
otherwise by the Trustees or by resolution of the Shareholders.
ARTICLE VII
___________
CUSTODIAN
The Custodian(s) employed by the Trust pursuant to Article
IX of the Declaration of Trust shall be required to enter into a
contract with the Trust which shall contain in substance the
following provisions:
(a) The Trust will cause securities and funds owned by the Trust
to be delivered or paid to the Custodian(s).
(b) The Custodian(s) will receive and give receipt for any
moneys due to the Trust and deposit the same in its own
banking department, if any, or elsewhere as the Custodian(s)
and the Trustees may approve. The Custodian(s) shall have
the sole power to draw upon any such account.
(c) The Custodian(s) shall release and deliver securities owned
by the Trust and make payments of money of the Trust only
upon the instructions of the Trust.
-6-<PAGE>
The contract between the Trust and the Custodian(s) may
contain any such other provisions not inconsistent with the
provisions of Article IX of the Declaration of Trust or with
these Bylaws as the Trustees may approve.
Such contract shall be terminable by either party upon
written notice to the other within such time not exceeding sixty
(60) days as may be specified in the contract; provided, however,
that upon termination of the contract or inability of the
Custodian(s) to continue to serve, the Custodian(s) shall, upon
written notice of appointment of another bank, trust company or
other business firm as custodian, deliver and pay over to such
successor Custodian all securities and moneys held by it for
account of the Trust. In such case, the Trustees shall promptly
appoint a successor Custodian, but in the event that no successor
Custodian can be found having the required qualifications and
willing to serve, it shall be the duty of the Trustees to call as
promptly as possible a special meeting of the Shareholders to
determine whether the Trust shall function without a Custodian or
shall be liquidated. If so directed by vote of the holders of a
majority of the outstanding Shares, the Custodian(s) shall
deliver and pay over all property of the Trust held by its as
specified in such vote.
Pending appointment of a successor Custodian or a vote of
the Shareholders specifying some other disposition of the funds
and property, the Custodian(s) shall not deliver funds and
property of the Trust to the Trust, but it may deliver them to a
bank, trust company or other business firm doing business in
Chicago, Illinois, of its own selection as the property of the
Trust to be held under terms similar to those which they were
held by the retiring Custodian.
Any sub-custodian employed by the Custodian(s) pursuant to
authorization to do so granted by the Trust pursuant to Article
IX of the Declaration of Trust shall be required to enter into a
contract with the Custodian containing in substance the same
provisions as those described in paragraphs (a) through (c)
above, except that any contract with a sub-custodian performing
its duties outside the United States and its territories and
possessions, may omit or limit any of such conditions, provided
that, any such omission or limitation shall be expressly approved
by a majority of the Trustees of the Trust.
ARTICLE VIII
____________
MISCELLANEOUS PROVISIONS
SECTION 1. Seal. The seal of the Trust of Series thereof shall
____ be circular in form and shall have inscribed on
its surface the name of the Trust or Series and the following
words:
"A MASSACHUSETTS BUSINESS TRUST" or "A SERIES OF A
MASSACHUSETTS BUSINESS TRUST."
SECTION 2. Reports to Shareholders. The Trustees shall at least
_______________________ semi-annually submit to the
Shareholders a written financial report of the transactions of
the Trust including financial statements which shall at least
annually be certified by independent public accountants.
-7-<PAGE>
SECTION 3. Voting of Securities. Except as the Trustees may
____________________ otherwise designate, the
President or Treasurer may waive notice of, and act as, or
appoint any person or persons to act as, proxy or attorney-in-
fact for the Trust (with or without power of substitution) at any
meeting of stockholders or shareholders of any corporation or
other organization, the securities of which may be held by the
Trust.
SECTION 4. Evidence of Authority. A certificate by the
_____________________ Secretary or Assistant
Secretary, or a temporary Secretary, as to any action taken by
the Shareholders, Trustees, any committee or any officer or
representative of the Trust shall as to all persons who rely on
the certificate in good faith be conclusive evidence of such
action.
SECTION 5. Declaration of Trust. All references in these Bylaws
____________________ to the Declaration of Trust
shall be deemed to refer to the Declaration of Trust of the Trust
dated April 19, 1990, as amended and known as "The Omni
Investment Fund," as amended and in effect from time to time.
SECTION 6. Severability. Any determination that any provision
____________ of these Bylaws is for any reason
inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these Bylaws or the Declaration
of Trust.
SECTION 7. Pronouns. All pronouns used in these Bylaws shall be
________ deemed to refer to the masculine, feminine
or neuter, singular or plural, as the identity of the person or
persons may require.
SECTION 8. Amendments. Subject to the rights of the
__________ Shareholders to amend these Bylaws, these
Bylaws may be amended by the vote of a majority of the Trustees
at any meeting of the Board of Trustees.
-8-<PAGE>
CERTIFICATION
The above and foregoing is a true and correct copy of the
Bylaws of The Omni Investment Fund.
N. Theodore
Hans
_________________________________
Secretary
Dated: December 12, 1996.
-9-
EXHIBIT 5.1
INVESTMENT ADVISORY AGREEMENT
BERGER OMNI INVESTMENT TRUST
THIS INVESTMENT ADVISORY AGREEMENT (the "Agreement") is made
this ____ day of _________, 1997, between BERGER ASSOCIATES,
INC., a Delaware corporation ("Berger Associates"), and BERGER
OMNI INVESTMENT TRUST, a Massachusetts business trust (the
"Trust").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Trust is registered as an open-end management
investment company under the Investment Company Act of 1940, as
amended (the "1940 Act"), currently consisting of one portfolio
series (the "Fund") having its own investment policies, and has
registered its shares for public offering under the Securities
Act of 1933, as amended (the "1933 Act"); and
WHEREAS, the Trust is authorized to create separate series
of shares, each with its own separate investment portfolio, one
of such series created by the Trust being the Fund; and
WHEREAS, the Trust and Berger Associates deem it mutually
advantageous that Berger Associates should assist the Trustees
and officers of the Trust in the management of the securities
portfolio of the Fund.
NOW, THEREFORE, the parties agree as follows:
1. Appointment. The Trust hereby appoints Berger
----------- Associates as investment adviser and
manager with respect to the Fund for the period and on the terms
set forth in this Agreement. Berger Associates hereby accepts
such appointment and agrees to render the services herein set
forth, for the compensation herein provided.
2. Investment Advisory Functions. Subject to the
----------------------------- approval of the
Trustees of the Trust and, if required, the shareholders of the
Fund, Berger Associates is authorized to engage one or more sub-
advisers in connection with Berger Associates' duties and
responsibilities under this Agreement, which sub-advisers may be
affiliates of Berger Associates. In its capacity as investment
adviser to the Fund, Berger Associates shall have the following
duties and responsibilities:
(a) To manage the investment operations of the
Fund and the composition of its investment
portfolio, and to determine without prior
consultation with the Trust, what securities
and other assets of the Fund will be
acquired, held, disposed of or loaned, in
conformity with the investment objective,
policies and restrictions and the other
statements concerning the Fund in the
Trust's declaration of trust, as amended
from time to time (the "Declaration of
Trust"), bylaws, and registration statements
under the
-1-<PAGE>
1940 Act and the 1933 Act, the Investment
Advisers Act of 1940, as amended (the
"Advisers Act"), the rules thereunder, and
all other applicable federal and state laws
and regulations, and the provisions of the
Internal Revenue Code of 1986, as amended,
applicable to the Fund as a regulated
investment company;
(b) To cause its officers to attend meetings and
furnish oral or written reports, as the
Trust may reasonably require, in order to
keep the Trustees and appropriate officers
of the Trust fully informed as to the
condition of the investment portfolio of the
Fund, the investment recommendations of
Berger Associates, and the investment
considerations which have given rise to
those recommendations;
(c) To supervise the purchase and sale of
securities as directed by the appropriate
officers of the Trust or any sub-adviser
engaged by Berger Associates pursuant to the
authority granted in this Section 2;
(d) To maintain all books and records required
to be maintained by Berger Associates
pursuant to the 1940 Act and the rules and
regulations promulgated thereunder, as the
same may be amended from time to time, with
respect to transactions on behalf of the
Fund, and shall furnish the Trustees with
such periodic and special reports as the
Trustees reasonably may request. Berger
Associates agrees that all records which it
maintains for the Fund or the Trust are the
property of the Trust, agrees to permit the
reasonable inspection thereof by the Trust
or its designees and agrees to preserve for
the periods prescribed under the 1940 Act
any records which it maintains for the Trust
and which are required to be maintained
under the 1940 Act, and further agrees to
surrender promptly to the Trust or its
designees any records which it maintains for
the Trust upon request by the Trust; and
(e) At such times as shall be reasonably
requested by the Trustees, to provide the
Trustees with economic, operational and
investment data and reports, including
without limitation all information and
materials reasonably requested by or
requested to be delivered to the Trustees of
the Trust pursuant to Section 15(c) of the
1940 Act, and make available to the Trustees
any economic, statistical and investment
services normally available to similar
investment company clients of Berger
Associates.
3. Further Obligations. In all matters relating to the
------------------- performance of this Agreement,
Berger Associates shall act in conformity with the Trust's
Declaration of Trust, bylaws and currently effective registration
statements under the 1940 Act and the 1933 Act and any amendments
or supplements thereto (the "Registration Statements") and with
the written policies, procedures and guidelines of the Fund, and
written instructions and directions of the Trustees
-2-<PAGE>
of the Trust and shall comply with the requirements of the 1940
Act, the Advisers Act, the rules thereunder, and all other
applicable federal and state laws and regulations. The Trust
agrees to provide Berger Associates with copies of the Trust's
Declaration of Trust, bylaws, Registration Statements, written
policies, procedures and guidelines, and written instructions and
directions of the Trustees, and any amendments or supplements to
any of them at, or, if practicable, before the time such
materials become effective.
4. Obligations of Trust. The Trust shall have the
-------------------- following obligations under
this Agreement:
(a) To keep Berger Associates continuously and
fully informed as to the composition of the investment portfolio
of the Fund and the nature of all of the Fund's assets and
liabilities from time to time;
(b) To furnish Berger Associates with a
certified copy of any financial statement or report prepared for
the Fund by certified or independent public accountants and with
copies of any financial statements or reports made to the Fund's
shareholders or to any governmental body or securities exchange;
(c) To furnish Berger Associates with any
further materials or information which Berger Associates may
reasonably request to enable it to perform its function under
this Agreement; and
(d) To compensate Berger Associates for its
services in accordance with the provisions of paragraph 5 hereof.
5. Compensation. The Trust shall pay to Berger
Associates
------------ for its services under this Agreement a
fee, payable in United States dollars, at an annual rate of 0.90%
of the average daily net asset value of the Fund. This fee shall
be computed and accrued daily and payable monthly on the last day
of each month during which or part of which this Agreement is in
effect. For the month during which this Agreement becomes
effective and the month during which it terminates, however,
there shall be an appropriate proration of the fee payable for
such month based on the number of calendar days of such month
during which this Agreement is effective.
6. Expenses.
--------
(a) Expenses Paid by the Trust. The Trust assumes and
-------------------------- shall pay all expenses
incidental to its operations and business not specifically
assumed or agreed to be paid by Berger Associateshereunder or
otherwise, including, but not limited to, any compensation, fees
or reimbursements which the Trust pays to its Trustees who are
not interested persons of Berger Associates; compensation of the
Fund's custodian, transfer agent, registrar and dividend
disbursing agent and other service providers; legal, accounting,
audit and printing expenses; administrative, clerical,
recordkeeping and bookkeeping expenses; brokerage commissions and
-3-<PAGE>
all other expenses in connection with execution of portfolio
transactions (including any appropriate commissions paid to
Berger Associates or its affiliates for effecting exchange
listed, over-the-counter or other securities transactions);
interest; all federal, state and local taxes (including stamp,
excise, income and franchise taxes); costs of stock certificates
and expenses of delivering such certificates to the purchasers
thereof; expenses of local representation in Massachusetts;
expenses of shareholders' meetings and of preparing, printing and
distributing proxy statements, notices, and reports to
shareholders; expenses of preparing and filing reports and tax
returns with federal and state regulatory authorities; 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, printing and mailing
prospectuses and statements of additional information to
shareholders of the Fund; and all fees, dues and other expenses
incurred by the Trust in connection with the membership of the
Trust in any trade association or other investment company
organization. To the extent that Berger Associates shall perform
any of the above described administrative and clerical functions,
including transfer agency, registry, dividend disbursing,
recordkeeping, bookkeeping, accounting and blue sky monitoring
and registration functions, and the preparation of reports and
returns, the Trust shall pay to Berger Associates compensation
for, or reimburse Berger Associates for its expenses incurred in
connection with, such services as Berger Associates and the Trust
shall agree from time to time, any other provision of this
Agreement notwithstanding.
(b) Expenses Paid by Berger Associates. Berger
Associates
---------------------------------- shall pay all its
own costs and expenses incurred in rendering the services
required under this Agreement. In addition to such costs and
expenses, Berger Associates shall incur and pay the following
expenses relating to the Fund's operations:
(i) Reasonable compensation, fees and related
expenses of the Trust's officers and Trustees, except for such
Trustees who are not interested persons of Berger Associates;
(ii) Rental of offices of the Trust; and
(iii) Fees of any sub-adviser engaged by Berger
pursuant to the authority granted in Section 2 hereof.
7. Brokerage Commissions. For purposes of this
Agreement,
--------------------- brokerage commissions paid by
the Fund upon the purchase or sale of its portfolio securities
shall be considered a cost of securities of the Fund and shall be
paid by the Fund. Absent instructions from the Trust to the
contrary, Berger Associates is authorized and directed to place
Fund portfolio transactions only with brokers and dealers who
render satisfactory service in the execution of orders at the
most favorable prices and at reasonable commission rates,
provided, however, that Berger Associates may pay a broker an
amount of commission for effecting a securities transaction in
excess of the amount of commission another broker would have
charged for effecting that transaction if Berger Associates
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
-4-<PAGE>
broker viewed in terms of either that particular transaction or
the overall responsibilities of Berger Associates. Berger
Associates is also authorized to consider sales of Fund shares as
a factor in selecting broker-dealers to execute Fund portfolio
transactions. In placing portfolio business with such broker-
dealers, Berger Associates shall seek the best execution of each
transaction. Subject to the terms of this Agreement and the
applicable requirements and provisions of the law, including the
1940 Act and the Securities Exchange Act of 1934, as amended, and
in the event that Berger Associates or an affiliate is registered
as a broker-dealer, Berger Associates may select a broker with
which it or any of its affiliates or the Fund is affiliated.
Berger Associates or such affiliated broker may effect or execute
Fund portfolio transactions, whether on a securities exchange or
in the over-the-counter market, and receive separate compensation
from the Fund therefor. Notwithstanding the foregoing, the Trust
shall retain the right to direct the placement of all portfolio
transactions, and the Trustees of the Trust may establish
policies or guidelines to be followed by Berger Associates in
placing portfolio transactions for the Trust pursuant to the
foregoing provisions. Berger Associates shall report on the
placement of portfolio transactions in the prior fiscal quarter
at each quarterly meeting of such Trustees. To the extent
consistent with applicable law, purchase or sell orders for the
Fund may be aggregated with simultaneous purchase or sell orders
for other clients of Berger Associates. Whenever Berger
Associates simultaneously places orders to purchase or sell the
same security on behalf of the Fund and one or more other clients
of Berger Associates, such orders will be allocated as to price
and amount among all such clients in a manner reasonably believed
by Berger Associates to be fair and equitable to each client.
The Trust recognizes that in some cases, this procedure may
adversely affect the results obtained for the Fund.
8. Termination. This Agreement may be terminated at
any
----------- time, without penalty, by the Trustees
of the Trust, or by the shareholders of the Fund acting by vote
of at least a majority of its outstanding voting securities,
provided in either case that sixty (60) days' advance written
notice of termination be given to Berger Associates at its
principal place of business. This Agreement may be terminated by
Berger Associates at any time, without penalty, by giving sixty
(60) days' advance written notice of termination to the Trust,
addressed to its principal place of business. The Trust agrees
that, consistent with the terms of the Trust's Declaration of
Trust, the Trust shall cease to use the name "Berger" in
connection with the Fund as soon as reasonably practicable
following any termination of this Agreement if Berger Associates
does not continue to provide investment advice to the Fund after
such termination.
9. Assignment. This Agreement shall terminate
---------- automatically in the event of any
assignment of this Agreement.
10. Term. This Agreement shall continue in effect until
---- April 30, 1998, unless sooner terminated in
accordance with its terms, and shall continue in effect from year
to year thereafter only so long as such continuance is
specifically approved at least annually by the vote of a majority
of the Trustees of the Trust who are not parties hereto or
interested persons of any such party, cast in person at a meeting
called for the purpose of voting on the approval of the terms of
such renewal, and by either the Trustees of the Trust or the
affirmative vote of a majority of the outstanding voting
securities of the Fund.
-5-<PAGE>
11. Amendments. This Agreement may be amended by the
---------- parties only if such amendment is
specifically approved (i) by a majority of the Trustees,
including a majority of the Trustees who are not interested
persons of the Fund or Berger Associates and, (ii) if required by
applicable law, by the affirmative vote of a majority of the
outstanding voting securities of the Fund.
12. Allocation of Expenses. The Trustees shall
determine
---------------------- the basis for making an
appropriate allocation of the Trust's expenses (other than those
directly attributable to the Fund) between the Fund and any other
series of the Trust and between the Fund and other investment
companies managed by Berger Associates.
13. Limitation on Personal Liability. NOTICE IS HEREBY
-------------------------------- GIVEN that the
Trust is a business trust organized under the laws of the
Commonwealth of Massachusetts pursuant to a Declaration of Trust
filed in the office of the Secretary of State of the Commonwealth
of Massachusetts. All parties to this Agreement acknowledge and
agree that this Agreement was made by and on behalf of the Trust
by the person executing below as an officer of the Trust and not
individually, that the Trust is a series trust and all debts,
liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular series shall be
enforceable against the assets held with respect to such series
only, and not against the assets of the Trust generally or
against the assets held with respect to any other series and
further that no trustee, officer or holder of shares of
beneficial interest of the Trust shall be personally liable for
any of the foregoing.
14. Limitation of Liability of Berger Associates.
Berger
--------------------------------------------
Associates shall not be liable for any error of judgment or
mistake of law or for any loss arising out of any investment or
for any act or omission taken with respect to the Fund, except
for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of
its obligations and duties hereunder and except to the extent
otherwise provided by law. As used in this Section 14, "Berger
Associates" shall include any affiliate of Berger Associates
performing services for the Trust contemplated hereunder and
directors, officers and employees of Berger Associates and such
affiliates.
15. Activities of Berger Associates. The services of
------------------------------- Berger Associates to
the Trust hereunder are not to be deemed to be exclusive, and
Berger Associates and its affiliates are free to render services
to other parties, so long as its services under this Agreement
are not materially adversely affected or otherwise impaired
thereby. Nothing in this Agreement shall limit or restrict the
right of any director, officer or employee of Berger Associates
to engage in any other business or to devote his or her time and
attention in part to the management or other aspects of any other
business, whether of a similar nature or a dissimilar nature. It
is understood that trustees, officers and shareholders of the
Trust are or may become interested in Berger Associates as
directors, officers and shareholders of Berger Associates, that
directors, officers, employees and shareholders of Berger
Associates are or may become similarly interested in the Trust,
and that Berger Associates may become interested in the Trust as
a shareholder or otherwise.
-6-<PAGE>
16. Certain Definitions. The terms "vote of a majority
of
------------------- the outstanding voting
securities", "assignment", "approved at least annually" and
"interested persons" when used herein, shall have the respective
meanings specified in the 1940 Act, as now in effect or hereafter
amended, and the rules and regulations thereunder, subject to
such orders, exemptions and interpretations as may be issued by
the Securities and Exchange Commission under said Act and as may
be then in effect. Where the effect of a requirement of the
federal securities laws reflected in any provision of this
Agreement is made less restrictive by a rule, regulation, order,
interpretation or other authority of the Securities and Exchange
Commission, whether of special or general application, such
provision shall be deemed to incorporate the effect of such rule,
regulation, order, interpretation or other authority.
17. Governing Law. This Agreement shall be construed in
------------- accordance with the laws of the State
of Colorado (without giving effect to the conflicts of laws
principles thereof) and the 1940 Act. To the extent that the
applicable laws of the State of Colorado conflict with the
applicable provisions of the 1940 Act, the latter shall control.
18. Miscellaneous. The headings in this Agreement are
------------- included for convenience of reference
only and in no way define or limit any of the provisions thereof
or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors.
IN WITNESS WHEREOF, the parties have caused their duly
authorized officers to execute this Investment Advisory Agreement
as of the date and year first above written.
BERGER
ASSOCIATES, INC.
By:_________________________
Gerard M.
Lavin
President
BERGER OMNI
INVESTMENT TRUST
By:_________________________
Name:
Title:
-7-
EXHIBIT 5.2
SUB-ADVISORY AGREEMENT
This SUB-ADVISORY AGREEMENT (the "Agreement") is entered
into effective as of the _____ day of _______________, 1997, by
and between BERGER ASSOCIATES, INC., a Delaware corporation
("Berger") and PERKINS, WOLF, MCDONNELL & COMPANY, a Delaware
corporation ("PWM").
WHEREAS, Berger has entered into an Investment Advisory
Agreement (the "Advisory Agreement") with Berger Omni Investment
Trust, a Massachusetts business trust (the "Trust") and an open-
end, management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), with
respect to the Berger Small Cap Value Fund, a series of the Trust
(the "Fund") pursuant to which Berger has agreed to provide
investment advisory services with respect to the Fund; and
WHEREAS, PWM is engaged in the business of rendering
investment advisory services and is registered as an investment
adviser under the Investment Advisers Act of 1940, as amended
(the "Advisers Act"); and
WHEREAS, Berger desires to retain PWM to furnish investment
advisory services with respect to the Fund, and PWM is willing to
furnish such services;
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. Duties of PWM. Berger hereby engages the services
of
------------- PWM as subadviser in furtherance of
the Advisory Agreement. PWM agrees to perform the following
duties, subject to the oversight of Berger and to the overall
control of the officers and the Board of Trustees (the
"Trustees") of the Trust:
(a) PWM shall manage the investment operations
of the Fund and the composition of its investment portfolio,
shall determine without prior consultation with the Trust or
Berger, what securities and other assets of the Fund will be
acquired, held, disposed of or loaned, and shall direct Berger
with respect to the execution of trades in connection with such
determinations, in conformity with the investment objectives,
policies and restrictions and the other statements concerning the
Fund in the Trust's declaration of trust, as amended from time to
time (the "Declaration of Trust"), bylaws and registration
statements under the 1940 Act and the Securities Act of 1933, as
amended (the "1933 Act"), the Advisers Act, the rules thereunder
and all other applicable federal and state laws and regulations,
and the provisions of the Internal Revenue Code of 1986, as
amended (the "Code"), applicable to the Fund as a regulated
investment company;
-1-<PAGE>
(b) PWM shall cause its officers to attend
meetings and furnish oral or written reports, as the Trust or
Berger may reasonably require, in order to keep Berger, the
Trustees and appropriate officers of the Trust fully informed as
to the condition of the investment portfolio of the Fund, the
investment decisions of PWM, and the investment considerations
which have given rise to those decisions;
(c) PWM shall maintain all books and records
required to be maintained by PWM pursuant to the 1940 Act, the
Advisers Act, and the rules and regulations promulgated
thereunder, as the same may be amended from time to time, with
respect to transactions on behalf of the Fund, and shall furnish
the Trustees and Berger with such periodic and special reports as
the Trustees or Berger reasonably may request. PWM hereby agrees
that all records which it maintains for the Fund or the Trust are
the property of the Trust, agrees to permit the reasonable
inspection thereof by the Trust or its designees and agrees to
preserve for the periods prescribed under the 1940 Act and the
Advisers Act any records which it maintains for the Trust and
which are required to be maintained under the 1940 Act and the
Advisers Act, and further agrees to surrender promptly to the
Trust or its designees any records which it maintains for the
Trust upon request by the Trust; and
(d) At such times as shall be reasonably
requested by the Trustees or Berger, PWM shall provide the
Trustees and Berger with economic, operational and investment
data and reports, including without limitation all information
and materials reasonably requested by or requested to be
delivered to the Trustees of the Trust pursuant to Section 15(c)
of the 1940 Act, and shall make available to the Trustees and
Berger any economic, statistical and investment services normally
available to similar investment company clients of PWM.
(e) PWM will provide to Berger for regulatory
filings and other appropriate uses materially accurate and
complete information relating to PWM as may reasonably be
requested by Berger from time to time and, notwithstanding
anything herein to the contrary, PWM shall be liable to Berger
for all damages, costs and expenses, including without limitation
reasonable attorneys' fees (hereinafter referred to collectively
as "Damages"), incurred by Berger as a result of any material
inaccuracies or omissions in such information provided by PWM to
Berger; provided, however, that PWM shall not be liable to the
extent that any Damages are based upon inaccuracies or omissions
made in reliance upon information furnished to PWM by Berger.
2. Further Obligations. In all matters relating to the
------------------- performance of this Agreement,
PWM shall act in conformity with the Trust's Declaration of
Trust, bylaws and currently effective registration statements
under the 1940 Act and the 1933 Act and any amendments or
supplements thereto (the "Registration Statements") and with the
written policies, procedures and guidelines of the Fund, and
written instructions and directions of the Trustees and Berger
and shall comply with the requirements of the 1940 Act, the
Advisers Act, the rules thereunder, and all other applicable
federal and state laws and regulations. Berger agrees to provide
to PWM copies of the Trust's Declaration of Trust, bylaws,
Registration Statement, written policies, procedures and
guidelines and written instructions and directions of the
Trustees and Berger, and
-2-<PAGE>
any amendments or supplements to any of them at, or, if
practicable, before the time such materials become effective.
3. Obligations of Berger. Berger shall have the
following
--------------------- obligations under this
Agreement:
(a) To keep PWM continuously and fully informed
(or cause the custodian of the Fund's assets to keep PWM so
informed) as to the composition of the investment portfolio of
the Fund and the nature of all of the Fund's assets and
liabilities from time to time;
(b) To furnish PWM with a certified copy of any
financial statement or report prepared for the Fund by certified
or independent public accountants and with copies of any
financial statements or reports made to the Fund's shareholders
or to any governmental body or securities exchange;
(c) To furnish PWM with any further materials or
information which PWM may reasonably request to enable it to
perform its function under this Agreement; and
(d) To compensate PWM for its services in
accordance with the provisions of Section 4 hereof.
4. Compensation.
------------
(a) Except as set forth in Section 4(b) hereof,
Berger shall pay to PWM for its services under this Agreement a
fee, payable in United States dollars, at an annual rate of 0.90%
of the first $75,000,000 of average daily net assets of the Fund,
0.50% of the next $125,000,000 of average daily net assets of the
Fund and 0.20% on any part of the average daily net assets of the
Fund in excess of $200,000,000. Such fee shall be computed and
accrued daily and payable monthly as of the last day of each
month during which or part of which this Agreement is in effect.
For the month during which this Agreement becomes effective and
the month during which it terminates, however, there shall be an
appropriate proration of the fee payable for such month based on
the number of calendar days of such month during which this
Agreement is effective.
(b) Notwithstanding any provision in Section
4(a) hereof to the contrary, in the event this Agreement
continues in effect, pursuant to Section 8, for more than four
years from the date first set forth above, the fee payable by
Berger to PWM after such four-year period for PWM's services
under this Agreement shall be at an annual rate of 0.50% of the
first $200,000,000 of average daily net assets of the Fund and
0.20% of the average daily net assets of the Fund in excess of
$200,000,000.
5. Expenses and Excluded Expenses. PWM shall pay all
its
------------------------------ own costs and
expenses incurred in rendering the services required under this
Agreement.
-3-<PAGE>
6. Representations of PWM. PWM hereby represents,
---------------------- warrants and covenants to
Berger as follows:
(a) PWM: (i) is registered as an investment
adviser under the Advisers Act and will continue to be so
registered for so long as this Agreement remains in effect; (ii)
is not prohibited by the 1940 Act or the Advisers Act from
performing the services contemplated by this Agreement; (iii) has
met, and will continue to meet for so long as this Agreement
remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or
industry self-regulatory organization necessary to be met in
order to perform the services contemplated by this Agreement;
(iv) has the legal and corporate authority to enter into and
perform the services contemplated by this Agreement; and (v) will
immediately notify Berger of the occurrence of any event that
would disqualify PWM from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the 1940 Act or
otherwise, and of the institution of any administrative,
regulatory or judicial proceeding against PWM that could have a
material adverse effect upon PWM's ability to fulfill its
obligations under this Agreement.
(b) PWM has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act
and will provide Berger with a copy of such code of ethics,
together with evidence of its adoption. Within 45 days after the
end of the last calendar quarter of each year that this Agreement
is in effect, the president or a vice president of PWM shall
certify to Berger that PWM has complied with the requirements of
Rule 17j-1 during the previous year and that there has been no
violation of PWM's code of ethics or, if such a violation has
occurred, that appropriate action was taken in response to such
violation. Upon the written request of Berger, PWM shall permit
Berger, its employees or its agents to examine the reports
required to be made to PWM by Rule 17j-1(c)(1) and all other
records relevant to PWM's code of ethics.
(c) PWM has provided Berger with a copy of its
Form ADV as most recently filed with the U.S. Securities and
Exchange Commission ("SEC") and will, promptly after filing any
amendment to its Form ADV with the SEC, furnish a copy of such
amendment to Berger.
(d) PWM will notify Berger of any change in the
identity or control of its shareholders owning a 10% or greater
interest in PWM, or any change that would constitute a change in
control of PWM under the 1940 Act, prior to any such change if
PWM is aware, or should be aware, of any such change, but in any
event as soon as any such change becomes known to PWM.
7. Representations of Berger. Berger hereby
represents,
------------------------- warrants and covenants to
PWM as follows:
(a) Berger: (i) is registered as an investment
adviser under the Advisers Act and will continue to be so
registered for so long as this Agreement remains in effect; (ii)
is not prohibited by the 1940 Act or the Advisers Act from
fulfilling its obligations under this Agreement; (iii) has met,
and will continue to meet for so long as this Agreement remains
in
-4-<PAGE>
effect, any other applicable federal or state requirements, or
the applicable requirements of any regulatory or industry self-
regulatory organization necessary to be met in order to fulfill
its obligations under this Agreement; (iv) has the legal and
corporate authority to enter into and perform this Agreement; and
(v) will immediately notify PWM of the occurrence of any event
that would disqualify Berger from serving as an investment
adviser of an investment company pursuant to Section 9(a) of the
1940 Act or otherwise, and of the institution of any
administrative, regulatory or judicial proceeding against Berger
that could have a material adverse effect upon Berger's ability
to fulfill its obligations under this Agreement.
(b) Berger has adopted a written code of ethics
complying with the requirements of Rule 17j-1 under the 1940 Act
and will provide PWM with a copy of such code of ethics, together
with evidence of its adoption.
(c) Berger has provided PWM with a copy of its
Form ADV as most recently filed with the U.S. Securities and
Exchange Commission ("SEC") and will, promptly after filing any
amendment to its Form ADV with the SEC, furnish a copy of such
amendment to PWM.
(d) Berger will notify PWM of any change in the
identity or control of its shareholders owning a 10% or greater
interest in Berger, or any change that would constitute a change
in control of Berger under the 1940 Act, prior to any such change
if Berger is aware, or should be aware, of any such change, but
in any event as soon as any such change becomes known to Berger.
8. Term. This Agreement shall become effective as of
the
---- date first set forth above and shall continue
in effect until April 30, 1998, unless sooner terminated in
accordance with its terms, and shall continue in effect from year
to year thereafter for a period of three years or longer only so
long as such continuance is specifically approved at least
annually by the vote of a majority of the Trustees of the Trust
who are not parties hereto or interested persons of the Trust,
Berger or PWM, cast in person at a meeting called for the purpose
of voting on the approval of the terms of such renewal, and by
either the Trustees of the Trust or the affirmative vote of a
majority of the outstanding voting securities of the Fund.
Berger shall use its best efforts consistent with the fiduciary
obligations of all parties to obtain such annual approvals of
this Agreement.
9. Termination. This Agreement may be terminated at
any
----------- time, without penalty, by the Trustees
or by the shareholders of the Fund acting by vote of at least a
majority of its outstanding voting securities, provided in any
such case that 60 days' advance written notice of termination be
given to PWM at its principal place of business. This Agreement
may also be terminated by Berger or the Trust: (i) upon a
material breach by PWM of any of the representations and
warranties set forth in Section 6 of this Agreement, if such
breach shall not have been cured within a 20-day period after
notice of such breach; or (ii) if PWM becomes unable to discharge
its duties and obligations under this Agreement. This Agreement
may be terminated by PWM at any time, without penalty: (i) by
giving 60 days' advance written notice of termination to Berger
and to the Trust, or (ii) upon a material breach by Berger of any
of the
-5-<PAGE>
representations and warranties set forth in Section 7 of this
Agreement, if such breach shall not have been cured within a 20-
day period after notice of such breach. In addition, this
Agreement shall terminate, without penalty, upon the termination
of the Advisory Agreement.
10. Assignment. This Agreement shall automatically
---------- terminate in the event of its assignment.
11. Amendments. This Agreement may be amended by the
---------- parties only in a written instrument
signed by the parties to this Agreement and only if such
amendment is specifically approved (i) by a majority of the
Trustees, including a majority of the Trustees who are not
interested persons of the Trust or Berger, PWM or their
affiliates, and (ii) if required by applicable law, by the
affirmative vote of a majority of the outstanding voting
securities of the Fund.
12. Limitation on Personal Liability. NOTICE IS HEREBY
-------------------------------- GIVEN that the
Trust is a business trust organized under the laws of the
Commonwealth of Massachusetts pursuant to a Declaration of Trust
filed in the Office of the Secretary of State of the Commonwealth
of Massachusetts. The parties hereto acknowledge and agree that
the Trust is a series trust and all debts, liabilities,
obligations and expenses incurred, contracted for or otherwise
existing with respect to a particular series shall be enforceable
against the assets held with respect to such series only, and not
against the assets of the Trust generally or against the assets
held with respect to any other series and further that no
Trustee, officer or holder of shares of beneficial interest of
the Trust shall be personally liable for any of the foregoing.
13. Limitation of Liability of PWM. Berger will not
seek
------------------------------ to hold PWM, and PWM
shall not be, liable for any error of judgment or mistake of law
or for any loss arising out of any investment or for any act or
omission taken with respect to the Fund, except for willful
misfeasance, bad faith or gross negligence in the performance of
its duties, or by reason of reckless disregard of its obligations
and duties hereunder and except to the extent otherwise provided
by law. As used in this section, "PWM" shall include any
affiliate of PWM performing services for the Fund contemplated
hereunder and directors, officers and employees of PWM and such
affiliates.
14. Activities of PWM. The services of PWM hereunder
are
----------------- not to be deemed to be exclusive,
and PWM is free to render services to other parties, so long as
its services under this Agreement are not materially adversely
affected or otherwise impaired thereby. Nothing in this
Agreement shall limit or restrict the right of any director,
officer or employee of PWM to engage in any other business or to
devote his or her time and attention in part to the management or
other aspects of any other business, whether of a similar or a
dissimilar nature. It is understood that Trustees, officers and
shareholders of the Trust are or may become interested in PWM as
directors, officers and shareholders of PWM, that directors,
officers, employees and shareholders of PWM are or may become
similarly interested in the Trust, and that PWM may become
interested in the Trust as a shareholder or otherwise.
-6-<PAGE>
15. Third Party Beneficiary. The parties expressly
----------------------- acknowledge and agree that
the Trust is a third party beneficiary of this Agreement and that
the Trust shall have the full right to sue upon and enforce this
Agreement in accordance with its terms as if it were a signatory
hereto.
16. Notices. Any notice or other communication required
to
------- be given pursuant to this Agreement shall be
deemed duly given if delivered personally or by overnight
delivery service or mailed by certified or registered mail,
return receipt requested and postage prepaid, or sent by
facsimile addressed to the parties at their respective addresses
set forth below, or at such other address as shall be designated
by any party in a written notice to the other party.
(a) To Berger at:
Berger Associates, Inc.
210 University Boulevard
Denver, Colorado 80206
Attention: President
Phone: (303) 329-0200
Fax: (303) 394-4397
with a copy to:
Diane M. Bono, Esq.
Sonnenschein Nath & Rosenthal
4520 Main Street, 11th Floor
Kansas City, Missouri 64111
Phone: (816) 932-4400
Fax: (816) 531-7545
(b) To PWM at:
Perkins, Wolf, McDonnell & Company
53 W. Jackson Boulevard
Suite 818
Chicago, Illinois 60604
Attention: President
Phone: (312) 922-0355
Fax: (312) 922-0418
with a copy to:
Leslie J. Parrette, Jr., Esq.
Blackwell Sanders Matheny Weary & Lombardi
L.C.
2300 Main Street, Suite 1100
-7-<PAGE>
Kansas City, Missouri 64108
Phone: (816) 274-6800
Fax: (816) 274-6914
(c) To the Trust at:
Berger Omni Investment Trust
210 University Boulevard
Suite 900
Denver, Colorado 80206
with a copy to:
Lester R. Woodward, Esq.
Davis, Graham & Stubbs LLP
370 Seventeenth Street, Suite 4700
Denver, Colorado 80202
Phone: (303) 892-9400
Fax: (303) 892-7400
17. Certain Definitions. As used in this Agreement, the
------------------- terms "vote of a majority of the
outstanding voting securities," "assignment," "approved at least
annually," and "interested persons" shall have the respective
meanings specified in the 1940 Act, as now in effect or hereafter
amended, and the rules and regulations thereunder, subject to
such orders, exemptions and interpretations as may be issued by
the SEC under the 1940 Act and as may be then in effect. Where
the effect of a requirement of the federal securities laws
reflected in any provision of this Agreement is made less
restrictive by a rule, regulation, order, interpretation or other
authority of the SEC, whether of special or general application,
such provision shall be deemed to incorporate the effect of such
rule, regulation, order, interpretation or other authority.
18. Governing Law. This Agreement shall be construed in
------------- accordance with the laws of the State
of Colorado (without giving effect to the conflicts of laws
principles thereof) and the 1940 Act. To the extent that the
applicable laws of the State of Colorado conflict with the
applicable provisions of the 1940 Act, the latter shall control.
19. Miscellaneous. The headings in this Agreement are
------------- included for convenience of reference
only and in no way define or limit any of the provisions thereof
or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors.
20. Counterparts. This Agreement may be executed in two
or
------------ more counterparts, each of which shall
be deemed an originally, but all of which taken together shall
constitute one
-8-<PAGE>
and the same instrument.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their duly authorized officers designated below
as of the day and year first above written.
BERGER
ASSOCIATES, INC.
By:________________________________
Gerard M.
Lavin
President
PERKINS, WOLF,
MCDONNELL & COMPANY
By:________________________________
Gregory E.
Wolf
President
-9-
EXHIBIT 6
DISTRIBUTION AGREEMENT
THIS DISTRIBUTION AGREEMENT (the "Agreement") is made
effective as of the ______ day of February, 1997, by and between
BERGER OMNI INVESTMENT TRUST, a business trust organized and
existing under the laws of the Commonwealth of Massachusetts (the
"Trust"), and BERGER DISTRIBUTORS, INC., a corporation organized
and existing under the laws of the State of Colorado (the
"Distributor"). This Agreement applies separately to each series
of the Trust, whether now existing or hereafter created, listed
on Exhibit A hereto as it may be amended from time to time (each
a "Fund" and collectively the "Funds").
RECITALS
A. The Trust is engaged in business as an open-end
management investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act").
B. The Distributor is registered as a broker-dealer
under the Securities Exchange Act of 1934, as amended (the "1934
Act") and is registered as a broker-dealer under the laws of each
state of the United States and in each other jurisdiction in
which the Distributor engages in business to the extent that the
laws of such states and such jurisdictions require such
registration, and is a member of the National Association of
Securities Dealers, Inc. (the "NASD") (such registration and
membership are referred to collectively as the "Registrations").
C. The Trust and the Distributor desire the Distributor
to act as the principal underwriter for the public offering of
the shares of beneficial interest (the "Shares") of each Fund,
whether now existing or hereafter created.
AGREEMENT
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Appointment. The Trust appoints the Distributor to
act
----------- as distributor of the Shares of each
Fund.
2. Trust to Furnish Documents. The Trust shall furnish
-------------------------- the Distributor with
copies of any registration statements, prospectuses or statements
of additional information pertaining to any Fund filed by the
Trust with the Securities and Exchange Commission (the "SEC")
under the Securities Act of 1933, as amended (the "1933 Act"), or
the 1940 Act, together with any financial statements and exhibits
included therein, and all amendments or supplements thereto
hereafter filed.
-1-<PAGE>
The Trust shall also furnish the Distributor with such other
certificates or documents as the Distributor may from time to
time, in its discretion, reasonably deem necessary or appropriate
in order to perform its duties under this Agreement properly.
3. Solicitation of Orders for Purchase of Shares.
---------------------------------------------
(a) Subject to the provisions of Sections 4 and
7 hereof, and to such minimum purchase requirements as may from
time to time be indicated in each Fund's prospectus or statement
of additional information, the Distributor is authorized to
solicit, as agent on behalf of the Trust, unconditional orders
for purchases of each Fund's Shares authorized for issuance and
registered under the 1933 Act, provided that:
(1) The Distributor shall act solely as a
disclosed agent on behalf of and for the account of the Trust;
(2) The Distributor shall confirm or
arrange with the transfer agent for the Shares to confirm all
purchases of the Shares. Such confirmation shall conform to the
requirements of the 1934 Act and the rules thereunder and shall
clearly state that the Distributor is acting as agent in the
transaction;
(3) The Distributor shall have no liability
for payment for purchases of Shares it sells as agent, but will
use reasonable efforts to assure that each Fund receives payment
for Shares purchased through the Distributor in accordance with
the requirements of applicable law and regulations; and
(4) Each order to purchase Shares of a Fund
received by the Distributor shall be subject to acceptance by the
Trust and entry of the order on such Fund's records or
shareholder accounts and is not binding until so accepted and
entered.
The purchase price of a Fund's Shares to the
public shall be the public offering price described in Section 6
hereof.
(b) The Distributor shall use reasonable efforts
(but only in states and jurisdictions in which the Distributor
may lawfully do so) to solicit from investors unconditional
orders to purchase Shares of each Fund.
4. Solicitation of Orders to Purchase Shares by Trust.
--------------------------------------------------
The rights granted to the Distributor shall be non-exclusive in
that the Trust reserves the right to otherwise solicit purchases
from, and sell Shares to, investors, including without limitation
the right to issue Shares in connection with the merger or
consolidation of any other investment company, trust or personal
holding company with a Fund, or a Fund's acquisition, by the
purchase or otherwise, of all or substantially all of the assets
of an investment company, trust or personal holding company, or
substantially all of the outstanding shares or interests of any
such entity.
5. No Compensation; Payment of Expenses. The
Distributor
------------------------------------ will not be
entitled to any compensation with respect to its services under
this Agreement. The Distributor
-2-<PAGE>
shall pay its own expenses incurred in the discharge of its
duties hereunder, but shall not be responsible to pay any
expenses of the Trust or any Fund, including without limitation,
any charges of the Trust's transfer, recordkeeping, dividend
disbursing and redemption agents, if any; any expenses of
preparation, printing and mailing of confirmations; any expenses
of preparation and printing of annual or more frequent revisions
of each Fund's prospectus and statement of additional information
and of supplying copies thereof to shareholders; any expenses of
registering and maintaining the registrations of the Trust under
the 1940 Act and the sale of the Trust's Shares under the 1933
Act; and any expenses of registering or qualifying and
maintaining registrations or qualifications of each Fund and of
the Shares for sale under securities laws of various states or
other jurisdictions and of registration or qualification of the
Trust and each Fund under all laws applicable to the Trust or its
business activities.
6. Public Offering Price. All solicitations by the
--------------------- Distributor pursuant to this
Agreement shall be for orders to purchase Shares of a Fund at the
public offering price. The public offering price for each
accepted order for a Fund's Shares will be the net asset value
per Share next determined by the Trust after it or its authorized
agent accepts such order. The net asset value per Share of the
Shares shall be determined in the manner provided in the Trust's
Declaration of Trust and Bylaws as now in effect or as may be
amended, and as reflected in the then current prospectus and
statement of additional information pertaining to such Fund.
7. Suspension of Sales. If and whenever the
determination
------------------- of a Fund's net asset value is
suspended and until such suspension is terminated, no further
orders for Shares shall be accepted by the Trust except such
unconditional orders placed with the Trust and accepted by it
before the suspension. In addition, the Trust reserves the right
to suspend sales of Shares of a Fund if, in the judgment of the
Trustees, it is in the best interest of the Fund to do so, such
suspension to continue for such period as may be determined by
the Trustees; and in that event, (i) at the direction of the
Trust, the Distributor shall suspend its solicitation of orders
to purchase Shares of such Fund until otherwise instructed by the
Trust and (ii) no orders to purchase Shares of such Fund shall be
accepted by the Trust while such suspension remains in effect
unless otherwise directed by its Trustees.
8. Solicitation Materials; Authorized Representations.
--------------------------------------------------
(a) The Trust shall make available to the
Distributor, without cost to the Trust, such number of copies of
each Fund's currently effective prospectus and statement of
additional information and reports to shareholders and copies of
all other information that the Distributor may reasonably request
for use in connection with the distribution of Shares.
(b) The Distributor is not authorized by the
Trust to give with respect to any Fund any information or to make
any representations in connection with the sale of Shares other
than the information and representations contained in the Trust's
registration statement, or such Fund's prospectus or statement of
additional information, as amended or supplemented from time to
time, or contained in shareholder reports or other material
pertaining to such Fund that may be prepared by or on behalf of
the Trust or approved by the Trust for the Distributor's use.
-3-<PAGE>
9. Registration of Additional Shares. The Trust hereby
--------------------------------- agrees to register
either (i) an indefinite number of Shares pursuant to Rule 24f-2
under the 1940 Act, or (ii) a definite number of Shares as the
Trust shall deem advisable pursuant to Rule 24e-2 under the 1940
Act, or both. The Trust will, in cooperation with the
Distributor, take such action as may be necessary from time to
time to register or qualify the Shares of each Fund (so
registered or otherwise qualified for sale under the 1933 Act),
in any state or jurisdiction mutually agreeable to the
Distributor and the Trust, and to maintain such registration or
qualification; provided, however, that nothing herein shall be
deemed to prevent the Trust from registering or qualifying the
Shares without approval of the Distributor in any state or
jurisdiction it deems appropriate.
10. Conformity With Law. The Distributor agrees that in
------------------- soliciting orders to purchase
Shares it shall duly conform in all respects with applicable
federal and state laws and with the rules and regulations of the
NASD. The Distributor will use its best efforts to maintain its
Registrations in good standing during the term of this Agreement
and will promptly notify the Trust in the event of (i) the
suspension or termination of any of the Registrations, (ii) the
occurrence of any event that would disqualify the Distributor
from acting as the principal underwriter of the Trust or any of
its Funds pursuant to Section 9(a) of the 1940 Act or otherwise,
or (iii) the institution of any administrative, regulatory or
judicial proceeding against the Distributor.
11. Independent Contractor. The Distributor shall be an
---------------------- independent contractor and
none of its officers, directors, employees or representatives
shall be acting as an employee or other agent of the Trust in the
performance of the Distributor's duties hereunder. The
Distributor shall be responsible for its own conduct and the
employment, control and conduct of its agents and employees and
for injury to such agents or employees or to others through its
agents and employees and agrees to pay or to insure that persons
other than the Trust will pay all compensation and taxes due with
respect to the activities of its agents and employees.
12. Indemnification. The Distributor agrees to
indemnify
--------------- and hold harmless the Trust and each
of its Trustees, officers, employees and representatives, and
each person, if any, who controls the Trust within the meaning of
Section 15 of the 1933 Act, against any and all losses,
liabilities, damages, claims and expenses (including the
reasonable costs of investigating or defending any alleged loss,
liability, damage, claim or expense and reasonable legal counsel
fees incurred in connection therewith) to which the Trust or such
Trustees, officers, employees, representatives, or controlling
person or persons may become subject under the 1933 Act, under
any other statute, at common law, or otherwise, arising out of
the offer or sale of any Shares of any Fund or any other security
to any person which (i) may be based upon any wrongful act by the
Distributor or any of the Distributor's directors, officers,
employees or representatives, or (ii) may be based upon any
untrue statement or alleged untrue statement of a material fact
contained in a registration statement, prospectus, statement of
additional information, shareholder report or other information
covering Shares of such Fund filed or made public by the Trust or
any amendment thereof or supplement thereto or the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not
misleading, if such statement or omission was made in reliance
upon written information furnished or confirmed by the
Distributor to the Trust. In no case is the
-4-<PAGE>
Distributor's indemnity in favor of the Trust or any person
indemnified to be deemed to protect the Trust or such indemnified
person against any liability to which the Trust or such person
would otherwise be subject by reason of willful misfeasance, bad
faith or gross negligence in the performance of its or such
person's duties or by reason of its or such person's reckless
disregard of its or such person's obligations and duties under
this Agreement. The Trust or any person indemnified, as the case
may be, shall notify the Distributor in writing of the claim
within a reasonable time after the summons or other first written
notification giving information of the nature of the claim is
served upon the Trust or upon such person (or after the Trust or
such person shall have received notice of such service on any
designated agent); however, failure to so notify the Distributor
of any such claim shall not relieve the Distributor from any
liability hereunder unless and to the extent that its ability to
defend against such claim is prejudiced by such failure, nor from
any liability that the Distributor may have to the Trust or any
person against whom such action is brought otherwise than on
account of the Distributor's indemnity agreement contained in
this section.
The Distributor shall be entitled to participate, at its own
expense, in the defense or, if Distributor so elects, to assume
the defense of any action brought to enforce any such claim but,
if the Distributor elects to assume the defense, such defense
shall be conducted by legal counsel chosen by the Distributor and
reasonably satisfactory to the persons indemnified who are
defendants in the action. In the event that the Distributor
elects to assume the defense of any such action and retain such
legal counsel, persons indemnified who are defendants in the
action shall bear the fees and expenses of any additional legal
counsel retained by them. If the Distributor does not elect to
assume the defense of any such action, the Distributor shall
reimburse persons indemnified who are defendants in such action
for the reasonable fees of any legal counsel retained by them in
such litigation.
The Trust agrees to indemnify and hold harmless the
Distributor and each of its directors, officers, employees and
representatives, and each person, if any, who controls the
Distributor within the meaning of Section 15 of the 1933 Act,
against any and all losses, liabilities, damages, claims or
expenses (including the reasonable costs of investigating or
defending any alleged loss, liability, damage, claim or expenses
and reasonable legal counsel fees incurred in connection
therewith) to which the Distributor or such of its directors,
officers, employees, representatives or controlling person or
persons may become subject under the 1933 Act, under any other
statute, at common law, or otherwise, arising out of the offer or
sale of any Shares of any Fund to any person which (i) may be
based upon any wrongful act by the Trust or any of its Trustees,
officers, employees or representatives other than the
Distributor, or (ii) may be based upon any untrue statement or
alleged untrue statement of a material fact contained in a
registration statement, prospectus, statement of additional
information, shareholder report or other information covering
Shares filed or made public by the Trust or any amendment thereof
or supplement thereto, or the omission or alleged omission to
state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, unless
such statement or omission was made in reliance upon written
information furnished or confirmed by the Distributor to the
Trust. In no case is the Trust's indemnity in favor of the
Distributor or any person indemnified to be deemed to protect the
Distributor or such indemnified person against any liability to
which the Distributor or such indemnified person would otherwise
be subject by reason of willful misfeasance, bad faith or gross
negligence in
-5-<PAGE>
the performance of its or such person's duties or by reason of
its or such person's reckless disregard of its or such person's
obligations and duties under this Agreement. The Distributor or
any person indemnified, as the case may be, shall notify the
Trust in writing of the claim within a reasonable time after the
summons or other first written notification giving information of
the nature of the claim is served upon the Distributor or upon
such person (or after the Distributor or such person shall have
received notice of such service on any designated agent);
however, failure to so notify the Trust of any such claim shall
not relieve the Trust from any liability hereunder unless and to
the extent that its ability to defend against such claim is
prejudiced by such failure, nor from any liability which the
Trust may have to the Distributor or any person against whom such
action is brought otherwise than on account of the Trust's
indemnity agreement contained in this section.
The Trust shall be entitled to participate, at its own
expense, in the defense or, if the Trust so elects, to assume the
defense of any action brought to enforce such claim but, if the
Trust elects to assume the defense, such defense shall be
conducted by legal counsel chosen by the Trust and reasonably
satisfactory to the persons indemnified who are defendants in the
action. In the event that the Trust elects to assume the defense
of any such action and retain such legal counsel, the persons
indemnified who are defendants in the action shall bear the fees
and expenses of any additional legal counsel retained by them.
If the Trust does not elect to assume the defense of any such
action, the Trust shall reimburse the persons indemnified who are
defendants in such action for the reasonable fees and expenses of
any legal counsel retained by them in such litigation.
13. Duration and Termination of this Agreement. This
------------------------------------------ Agreement
shall become effective with respect to each Fund on the Effective
Date specified on Exhibit A hereto with respect to such Fund, and
unless terminated as provided herein, shall remain in effect
until the Termination Date specified on Exhibit A hereto with
respect to such Fund, and shall continue thereafter from year to
year, but only so long as such continuance is specifically
approved at least annually (a) by a vote of a majority of the
Trustees who are not interested persons of the Distributor or of
the Trust, voting in person at a meeting called for the purpose
of voting on such approval, and (b) by the vote of either the
Trustees or a majority of the outstanding voting securities of
the Fund. If the continuance of this Agreement is not approved
as to a Fund, this Agreement shall nonetheless continue with
respect to those Funds as to which such continuance has been
approved. This Agreement may be terminated with respect to an
individual Fund at any time, without the payment of any penalty
(a) on 60 days' written notice, by the Trustees or by a vote of a
majority of the outstanding voting securities of such Fund, or by
the Distributor, or (b) immediately, on written notice by the
Trustees, in the event of termination or suspension of any of the
Registrations. This Agreement will automatically terminate in
the event of its assignment.
In interpreting the provisions of this Section 13, the terms
"assignment," "approved at least annually," "interested persons"
and "vote of a majority of the outstanding voting securities"
shall have same meanings as when used in the 1940 Act (in each
case as the 1940 Act is now in effect or hereafter may be
amended) and the rules and regulations thereunder, subject to
such orders, exemptions and interpretations as may be issued by
the SEC under the 1940 Act and as may be then in effect. Where
the effect of a requirement of the
-6-<PAGE>
federal securities laws reflected in any provision of this
Agreement is made less restrictive by a rule, regulation, order,
interpretation or other authority of the SEC, whether of special
or general application, such provisions shall be deemed to
incorporate the effect of such rule, regulation or order.
14. Amendment of this Agreement. No provision of this
--------------------------- Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by each party against which
enforcement of the change, waiver, discharge or termination is
sought. If the Trust should at any time deem it necessary or
advisable in the best interests of a Fund that any amendment of
this Agreement be made in order to comply with the
recommendations or requirements of the SEC or any other
governmental authority or to obtain any advantage under state or
federal or tax laws and notifies the Distributor of the form of
such amendment, and the reasons therefor, and if the Distributor
should decline to assent to such amendment, the Trust may
immediately thereupon terminate this Agreement as to that Fund.
15. Limitation on Personal Liability. NOTICE IS HEREBY
-------------------------------- GIVEN that the
Trust is a business trust organized under the law of the
Commonwealth of Massachusetts pursuant to a Declaration of Trust
filed in the office of the Secretary of State of the Commonwealth
of Massachusetts. All parties to this Agreement acknowledge and
agree that this Agreement was made by and on behalf of the Trust
by the person whose name is set forth below as an officer of the
Trust and not individually, that the Trust is a series trust and
all debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular
series shall be enforceable against the assets held with respect
to such series only, and not against the assets of the Trust
generally or against the assets held with respect to any other
series and further that no Trustee, officer or holder of shares
of beneficial interest of the Trust shall be personally liable
for any of the foregoing.
16. Notification by the Trust. The Trust agrees to
advise
------------------------- the Distributor
immediately:
(a) of any request by the SEC for amendments to
the Trust's registration statement insofar as it relates to any
of the Funds, the prospectus or the statement of additional
information pertaining to any Fund or for additional information,
(b) in the event of the issuance by the SEC of
any stop order suspending the effectiveness of the Trust's
registration statement insofar as it relates to any of the Funds,
the prospectus or the statement of additional information
pertaining to any Fund or the initiation of any proceeding for
that purpose,
(c) of the occurrence of any material event
which makes untrue any statement made in the Trust's registration
statement insofar as it relates to any of the Funds, the
prospectus or the statement of additional information pertaining
to any Fund or which requires the making of a change in order to
make the statements therein not misleading, and
(d) of all actions of the SEC with respect to
any amendments to the Trust's registration statement insofar as
it relates to any of the Funds, the prospectus or the
-7-<PAGE>
statement of additional information pertaining to any Fund which
may from time to time be filed with the SEC under the 1933 Act.
17. Governing Law. This Agreement shall be construed in
------------- accordance with the laws of the State
of Colorado (without giving effect to the conflicts of laws
principles thereof) and the 1940 Act. To the extent that the
applicable laws of the State of Colorado conflict with the
applicable provisions of the 1940 Act, the latter shall control.
18. Miscellaneous. The captions in this Agreement are
------------- included for convenience of reference
only, and in no way define or limit any of the provisions hereof
or otherwise affect their construction or effect. This Agreement
may be executed simultaneously in two or more counterparts, each
of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. If any provision
of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
19. Notice. Any notice required or permitted to be
given
------ by a party to this Agreement or to any other
party hereunder shall be deemed sufficient if delivered in person
or sent by registered or certified mail, postage prepaid,
addressed by the party giving notice to each such other party at
the address provided below or to the last address furnished by
each such other party to the party giving notice.
If to the Trust: 210 University
Boulevard, #900
Denver,
Colorado 80206
Attn:
Secretary
If to the Distributor: 210 University Boulevard,
#900
Denver,
Colorado 80206
Attn:
Secretary
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.
BERGER
DISTRIBUTORS, INC.
By:____________________________
BERGER OMNI
INVESTMENT TRUST
By:____________________________
-8-<PAGE>
EXHIBIT A
EFFECTIVE
TERMINATION
FUND DATE
DATE
Berger Small Cap Value __________, 1997 April 30, 1998
Fund (all classes)
-9-
EXHIBIT 8
CUSTODY AGREEMENT
_________________
THIS AGREEMENT made effective as of the 1st day of January,
1997, by and between INVESTORS FIDUCIARY TRUST COMPANY, a trust
company chartered under the laws of the state of Missouri, having
its trust office located at 127 West 10th Street, Kansas City,
Missouri 64105 ("Custodian"), and BERGER OMNI INVESTMENT TRUST,
a Massachusetts business trust (the "Fund"), which consists of
separate portfolios represented by separate series of one or more
classes of shares of beneficial interest (referred to herein,
together with any such portfolios hereafter constituted, where
appropriate, individually as a "Portfolio," or collectively as
the "Portfolios,") having its principal office and place of
business at 53 West Jackson Boulevard, Suite 818, Chicago,
Illinois 60604.
WITNESSETH:
WHEREAS, Fund desires to appoint Investors Fiduciary Trust
Company as Custodian of the securities and monies of each
Portfolio; and
WHEREAS, Investors Fiduciary Trust Company is willing to
accept such appointment;
NOW THEREFORE, for and in consideration of the mutual
promises contained herein, the parties hereto, intending to be
legally bound, mutually covenant and agree as follows:
1. APPOINTMENT OF CUSTODIAN. Fund hereby constitutes and
________________________ appoints Custodian as custodian of
the Fund which is to include appointment as custodian of the
securities and monies at any time owned by the Fund, including
all existing and future Portfolios, which are delivered to
Custodian hereunder.
2. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
________________________________________
A. Delivery of Assets. Fund will deliver or cause to
be
__________________ delivered to Custodian on the
effective date of this Agreement, or as soon thereafter as
practicable, and from time to time thereafter, all portfolio
securities acquired by it and monies then owned by it except
as permitted by the Investment Company Act of 1940 or from
time to time coming into its possession during the term of
this Agreement. Custodian shall have no responsibility or
liability whatsoever for or on account of securities or
monies not so delivered. All securities so delivered to
Custodian (other than bearer securities) shall be registered
in the name of the applicable Portfolio or its nominee, or
of a nominee of Custodian, or shall be properly endorsed and
in form for transfer satisfactory to Custodian.
<PAGE>
B. Delivery of Accounts and Records. Fund shall turn
over
________________________________ to Custodian all of
each Portfolio's relevant accounts and records. Custodian
shall be entitled to rely conclusively on the completeness
and correctness of such accounts and records, and Fund shall
indemnify and hold Custodian harmless of and from any and
all expenses, damages and losses whatsoever arising out of
or in connection with any error, omission, inaccuracy or
other deficiency of such accounts and records or in the
failure of Fund to provide any portion of such or to provide
any information needed by the Custodian knowledgeably to
perform its function hereunder.
C. Delivery of Assets to Third Parties. Custodian will
___________________________________ receive delivery
of and keep safely the assets of each Portfolio delivered to
it from time to time segregated in a separate account.
Custodian will not deliver, assign, pledge or hypothecate
any such assets to any person except as permitted by the
provisions of this Agreement or any agreement executed by it
according to the terms of Section 2.S of this Agreement.
Upon delivery of any such assets to a subcustodian pursuant
to Section 2.S of this Agreement, Custodian will create and
maintain records identifying those assets which have been
delivered to the subcustodian as belonging to each such
Portfolio. The Custodian is responsible for the securities
and monies of Fund only until they have been transmitted to
and received by other persons as permitted under the terms
of this Agreement, except for securities and monies
transmitted to subcustodians appointed under Section 2.S of
this Agreement for which Custodian remains responsible to
the extent provided in Section 2.S of this Agreement.
Custodian may participate directly or indirectly through a
subcustodian in the Depository Trust Company,
Treasury/Federal Reserve Book Entry System or Participant
Trust Company (PTC) or other depository (as such entities
are defined at 17 CFR Section 270.17f-4(b)) (each a
"Depository" and collectively the "Depositories").
D. Registration of Securities. Custodian will hold
stocks
__________________________ and other registerable
portfolio securities of Fund registered in the name of the
applicable Portfolio or in the name of any nominee of
Custodian for whose fidelity and liability Custodian will be
fully responsible, or in street certificate form, so-called
"street-name", with or without any indication of fiduciary
capacity. Unless otherwise instructed, Custodian will
register all such portfolio securities in the name of its
authorized nominee. All securities, and the ownership
-2-<PAGE>
thereof by Fund, which are held by Custodian hereunder,
however, shall at all times be identifiable on the records
of the Custodian. The Fund agrees to hold Custodian and its
nominee harmless for any liability arising solely from
Custodian or its nominee acting as a recordholder of
securities held in custody.
E. Exchange of Securities. Upon receipt of
instructions
______________________ as defined herein in Section
3.A, Custodian will exchange, or cause to be exchanged,
portfolio securities held by it for the Fund for other
securities or cash issued or paid in connection with any
reorganization, recapitalization, merger, consolidation,
split-up of shares, change of par value, conversion or
otherwise, and will deposit any such securities in
accordance with the terms of any reorganization or
protective plan. Without instructions, Custodian is
authorized to exchange securities held by it in temporary
form for securities in definitive form, to effect an
exchange of shares when the par value of the stock is
changed, and, upon receiving payment therefor, to surrender
bonds or other securities held by it at maturity or when
advised of earlier call for redemption, except that
Custodian shall receive instructions prior to surrendering
any convertible security.
F. Purchases of Investments of the Fund. Fund will, on
____________________________________ each business
day on which a purchase of securities shall be made by it,
deliver to Custodian instructions which shall specify with
respect to each such purchase:
1. The name of the Portfolio making such purchase;
2. The name of the issuer and description of the
security;
3. The number of shares or the principal amount
purchased, and accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage
commission, taxes and other expenses payable in
connection with the purchase;
7. The total amount payable upon such purchase;
8. The name of the person from whom or the broker
or dealer through whom the purchase was made; and
9. Whether the security is to be received in
certificated form and/or via a specified Depository.
-3-<PAGE>
In accordance with such instructions, Custodian will pay for
out of monies held for the Portfolio, but only insofar as
monies are available therein for such purpose, and receive
the securities so purchased by or for the Portfolio except
that Custodian or a subcustodian appointed hereunder may in
its sole discretion advance funds for the Portfolio which
may result in an overdraft because the monies held for the
Portfolio are insufficient to pay the total amount payable
upon such purchase. Except as otherwise instructed by Fund,
such payment shall be made by the Custodian only upon
receipt of securities: (a) by the Custodian; (b) by a
clearing corporation of a national exchange of which the
Custodian is a member; or (c) by a Depository.
Notwithstanding the foregoing, (i) in the case of a
repurchase agreement, the Custodian may release funds to a
Depository prior to the receipt of advice from the
Depository that the securities underlying such repurchase
agreement have been transferred by book-entry into the
account maintained with such Depository by the Custodian, on
behalf of its customers, provided that the Custodian's
instructions to the Depository require that the Depository
make payment of such funds only upon transfer by book-entry
of the securities underlying the repurchase agreement in
such account; (ii) in the case of time deposits, call
account deposits, currency deposits and other deposits,
foreign exchange transactions, futures contracts or options,
the Custodian may make payment therefor before receipt of an
advice or confirmation evidencing said deposit or entry into
such transaction; and (iii) in the case of the purchase of
securities, the settlement of which occurs outside of the
United States of America, the Custodian may make, or cause a
subcustodian appointed pursuant to Section 2.S.2 of this
Agreement to make, payment therefor in accordance with
generally accepted local custom and market practice.
G. Sales and Deliveries of Investments of the Fund -
Other
_______________________________________________________
than Options and Futures. Fund will, on each
business
________________________ day on which a sale of
investment securities of Fund has been made, deliver to
Custodian instructions specifying with respect to each such
sale:
1. The name of the Portfolio making such sale;
2. The name of the issuer and description of the
securities;
3. The number of shares or principal amount sold,
and accrued interest, if any;
-4-<PAGE>
4. The date on which the securities sold were
purchased or other information identifying the
securities sold and to be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage
commission, taxes or other expenses payable in
connection with such sale;
8. The total amount to be received by Fund upon
such sale; and
9. The name and address of the broker or dealer
through whom or person to whom the sale was made.
In accordance with such instructions, Custodian will deliver
or cause to be delivered the securities thus designated as
sold for the Portfolio to the broker or other person
specified in the instructions relating to such sale. Except
as otherwise instructed by Fund, such delivery shall be made
upon receipt of: (a) payment therefor in such form as is
satisfactory to the Custodian; (b) credit to the account of
the Custodian with a clearing corporation of a national
securities exchange of which the Custodian is a member; or
(c) credit to the account of the Custodian, on behalf of its
customers, with a Depository. Notwithstanding the
foregoing: (i) in the case of securities held in physical
form, such securities shall be delivered in accordance with
"street delivery custom" to a broker or its clearing agent;
or (ii) in the case of the sale of securities, the
settlement of which occurs outside of the United States of
America, the Custodian may make, or cause a subcustodian
appointed pursuant to Section 2.S.2 of this Agreement to
make, such delivery upon payment therefor in accordance
with generally accepted local custom and market practice.
H. Purchases or Sales of Security Options, Options on
__________________________________________________
Indices and Security Index Futures Contracts. Fund
____________________________________________ will,
on each business day on which a purchase or sale of the
following options and/or futures shall be made by it,
deliver to Custodian instructions which shall specify with
respect to each such purchase or sale:
1. The name of the Portfolio making such purchase
or sale;
2. In the case of security options:
a. The underlying security;
b. The price at which purchased
or sold;
-5-<PAGE>
c. The expiration date;
d. The number of contracts;
e. The exercise price;
f. Whether the transaction is an
opening, exercising, expiring or closing
transaction;
g. Whether the transaction
involves a put or call;
h. Whether the option is written
or purchased;
i. Market on which option
traded;
j. Name and address of the
broker or dealer through whom the sale or
purchase was made.
3. In the case of options on indices:
a. The index;
b. The price at which purchased
or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an
opening, exercising, expiring or closing
transaction;
h. Whether the transaction
involves a put or call;
i. Whether the option is written
or purchased;
j. The name and address of the
broker or dealer through whom the sale or purchase
was made, or other applicable settlement
instructions.
4. In the case of security index futures
contracts:
a. The last trading date
specified in the contract and, when
available, the closing level, thereof;
b. The index level on the date
the contract is entered into;
c. The multiple;
d. Any margin requirements;
-6-<PAGE>
e. The need for a segregated
margin account (in addition to instructions,
and if not already in the possession of
Custodian, Fund shall deliver a
substantially complete and executed
custodial safekeeping account and procedural
agreement which shall be incorporated by
reference into this Custody Agreement); and
f. The name and address of the
futures commission merchant through whom the
sale or purchase was made, or other
applicable settlement instructions.
5. In the case of options on index future
contracts:
a. The underlying index futures
contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction
involves an opening, exercising, expiring or
closing transaction;
g. Whether the transaction
involves a put or call;
h. Whether the option is written
or purchased; and
i. The market on which the
option is traded.
I. Securities Pledged or Loaned. If specifically
allowed
____________________________ for in the prospectus
of Fund:
1. Upon receipt of instructions, Custodian will
release or cause to be released securities held in
custody to the pledgee designated in such
instructions by way of pledge or hypothecation to
secure any loan incurred by Fund; provided, however,
that the securities shall be released only upon
payment to Custodian of the monies borrowed, except
that in cases where additional collateral is
required to secure a borrowing already made, further
securities may be released or caused to be released
for that purpose upon receipt of instructions. Upon
receipt of instructions, Custodian will pay, but
only from funds available for such purpose, any such
loan upon redelivery to it of the securities pledged
or hypothecated therefor and upon surrender of the
note or notes evidencing such loan.
-7-<PAGE>
2. Upon receipt of instructions, Custodian will
release securities held in custody to the borrower
designated in such instructions; provided, however,
that the securities will be released only upon
deposit with Custodian of full cash collateral as
specified in such instructions, and that Fund will
retain the right to any dividends, interest or
distribution on such loaned securities. Upon
receipt of instructions and the loaned securities,
Custodian will release the cash collateral to the
borrower.
J. Routine Matters. Custodian will, in general, attend
to
_______________ all routine and mechanical matters
in connection with the sale, exchange, substitution,
purchase, transfer, or other dealings with securities or
other property of Fund except as may be otherwise provided
in this Agreement or directed from time to time by the
Trustees of Fund.
K. Deposit Account. Custodian will open and maintain
one
_______________ or more special purpose deposit
accounts for each Portfolio in the name of Custodian
("Accounts"), subject only to draft or order by Custodian
upon receipt of instructions. Funds received and held for
the account of different Portfolios shall be maintained in
separate Accounts established for each Portfolio. All
monies received by Custodian from or for the Portfolio shall
be deposited in the appropriate Account. Barring events not
in the control of the Custodian such as strikes, lockouts or
labor disputes, riots, war or equipment or transmission
failure or damage, fire, flood, earthquake or other natural
disaster, action or inaction of governmental authority or
other causes beyond its control, at 9:00 a.m., Kansas City
time, on the second business day after deposit of any check
into a Portfolio's Account, Custodian agrees to make Fed
Funds available to such Portfolio in the amount of the
check. Deposits made by Federal Reserve wire will be
available to the Fund immediately and ACH wires will be
available to the Fund on the next business day. Income
earned on the portfolio securities will be credited to the
Account of the applicable Portfolio based on the schedule
attached as Exhibit A. The Custodian will be entitled to
reverse any credited amounts where credits have been made
and monies are not finally collected, provided that the
Custodian has made reasonable efforts to collect such
uncollected income. If monies are collected after such
reversal, the Custodian will credit the applicable Portfolio
in that amount. Custodian may open and maintain Accounts in
State Street Bank and Trust Company, and in such other banks
or trust companies (including, without limitation,
affiliates of Custodian) as may be designated by
-8-<PAGE>
it and as authorized by the Fund in writing, such Accounts,
however, to be in the name of Custodian and subject only to
its draft or order.
L. Income and other Payments to the Portfolio.
Custodian
__________________________________________ will:
1. Collect, claim and receive and deposit for
the Portfolio all income and other payments which
become due and payable on or after the effective
date of this Agreement with respect to the
securities deposited under this Agreement, and
credit the applicable Portfolio in accordance with
the schedule attached hereto as Exhibit A. If, for
any reason, a Portfolio is credited with income that
is not subsequently collected, Custodian may reverse
that credited amount provided that the Custodian has
made reasonable efforts to collect such uncollected
income;
2. Execute ownership and other certificates and
affidavits for all federal, state and local tax
purposes in connection with the collection of bond
and note coupons; and
3. Take such other action as may be necessary
or proper in connection with:
a. the collection, receipt and
deposit of such income and other payments,
including but not limited to the
presentation for payment of all coupons and
other income items requiring presentation;
and all other securities which may mature or
be called, redeemed, retired or otherwise
become payable and regarding which the
Custodian has actual knowledge, or notice of
which is contained in publications of the
type to which it normally subscribes for
such purpose; and
b. the endorsement for
collection, in the name of Fund, of all
checks, drafts or other negotiable
instruments.
Custodian, however, will not be required to institute suit
or take other extraordinary action to enforce collection
except upon receipt of instructions and upon being
indemnified to its satisfaction against the costs and
expenses of such suit or other actions. Custodian will
receive, claim and collect all stock dividends, rights and
other similar items and will deal with the same pursuant to
instructions. Unless prior instructions have been received
to the contrary, Custodian will, without further
instructions, sell any rights held for a Portfolio on the
last trade date prior to the date of expiration of such
rights.
-9-<PAGE>
M. Payment of Dividends and other Distributions. On
the
____________________________________________
declaration of any dividend or other distribution on the
shares of the Fund ("Fund Shares") by the Trustees of Fund,
Fund shall deliver to Custodian instructions with respect
thereto, including such documentation as Custodian deems
necessary, setting forth the record date as of which
shareholders entitled to receive such dividend or other
distribution shall be determined, the date of payment of
such dividend or distribution, and the amount payable per
share on such dividend or distribution. Except if the ex-
dividend date and the reinvestment date of any dividend are
the same, in which case funds shall remain in the Custody
Account, on the date specified in such instructions for the
payment of such dividend or other distribution, Custodian
will pay out of the monies held for the applicable
Portfolio, insofar as the same shall be available for such
purposes, and credit to the Dividend Disbursing Agent for
Fund, such amount as may be necessary to pay the amount per
share payable in cash on Fund Shares issued and outstanding
on the record date established by such Resolution.
N. Shares of Fund Purchased by Fund. Whenever any Fund
________________________________ Shares are
repurchased or redeemed by Fund, Fund or its agent shall
advise Custodian of the aggregate dollar amount to be paid
for such shares and shall confirm such advice in writing.
Upon receipt of such advice, Custodian shall charge such
aggregate dollar amount to the Account of the applicable
Portfolio and either deposit the same in the account
maintained for the purpose of paying for the repurchase or
redemption of Fund Shares or deliver the same in accordance
with such advice. Custodian shall not have any duty or
responsibility to determine that Fund Shares have been
removed from the proper shareholder account or accounts or
that the proper number of such shares have been cancelled
and removed from the shareholder records.
N. Shares of Fund Purchased from Fund. Whenever Fund
__________________________________ Shares are
purchased from Fund, Fund will deposit or cause to be
deposited with Custodian the amount received for such
shares. Custodian shall not have any duty or responsibility
in its capacity as Custodian of the Fund to determine that
Fund Shares purchased from Fund have been added to the
proper shareholder account or accounts or that the proper
number of such shares have been added to the shareholder
records.
O. Proxies and Notices. Custodian will promptly
deliver
___________________ or mail or have delivered or
mailed to Fund all proxies properly signed, all notices of
meetings, all proxy statements and
-10-<PAGE>
other notices, requests or announcements affecting or
relating to securities held by Custodian for Fund and will,
upon receipt of instructions, execute and deliver or cause
its nominee to execute and deliver or mail or have delivered
or mailed such proxies or other authorizations as may be
required. Except as provided by this Agreement or pursuant
to instructions hereafter received by Custodian, neither it
nor its nominee will exercise any power inherent in any such
securities, including any power to vote the same, or execute
any proxy, power of attorney, or other similar instrument
voting any of such securities, or give any consent, approval
or waiver with respect thereto, or take any other similar
action.
Q. Disbursements. Custodian will pay or cause to be
paid
_____________ insofar as funds are available for the
purpose, bills, statements and other obligations of
Fund (including but not limited to obligations in
connection with the conversion, exchange or
surrender of securities owned by Fund, interest
charges, dividend disbursements, taxes, management
fees, custodian fees, legal fees, auditors' fees,
transfer agents' fees, brokerage commissions,
compensation to personnel, and other operating
expenses of Fund) pursuant to instructions of Fund
setting forth the name of the person to whom payment
is to be made, the amount of the payment, and the
purpose of the payment.
R. Daily Statement of Accounts. Custodian will, within
a
___________________________ reasonable time, render
to Fund as of the close of business on each day, a detailed
statement of the amounts received or paid and of securities
received or delivered for the Portfolio during said day.
Custodian will, from time to time, upon request by Fund,
render a detailed statement of the securities and monies
held for the Portfolios under this Agreement, and Custodian
will maintain such books and records as are necessary to
enable it to do so and will permit such persons as are
authorized by Fund, including Fund's independent public
accountants, access to such records or confirmation of the
contents of such records; and if demanded, will permit
federal and state regulatory agencies to examine the
securities, books and records. Upon the written
instructions of Fund or as demanded by federal or state
regulatory agencies, Custodian will instruct any
subcustodian to give such persons as are authorized by the
Fund, including Fund's independent public accountants,
access to such records or confirmation of the contents of
such records; and if demanded, to permit federal and state
regulatory agencies to examine the books, records and
securities held by subcustodian which relate to Fund.
-11-<PAGE>
S. Appointment of Subcustodian.
___________________________
1. Notwithstanding any other provisions of this
Agreement, all or any of the monies or securities of
Fund may be held in Custodian's own custody or in
the custody of one or more other banks or trust
companies (including, without limitation, affiliates
of Custodian) selected by Custodian. Any such
subcustodian selected by the Custodian must have the
qualifications required for custodian under the
Investment Company Act of 1940, as amended.
Custodian shall be responsible to the Fund for any
loss, damage or expense suffered or incurred by the
Fund resulting from the actions or omissions of any
subcustodians selected and appointed by Custodian
(except subcustodians appointed at the request of
Fund and as provided in Subsection 2 below) to the
same extent Custodian would be responsible to the
Fund under Section 4 of this Agreement if it
committed the act or omission itself. Upon request
of the Fund, Custodian shall be willing to contract
with other subcustodians reasonably acceptable to
the Custodian for purposes of (a) effecting third-
party repurchase transactions with banks, brokers,
dealers, or other entities through the use of a
common custodian or subcustodian, or (b) providing
depository and clearing agency services with respect
to certain variable rate demand note securities, or
(c) for other reasonable purposes specified by Fund;
provided, however, that the Custodian shall be
responsible to the Fund for any loss, damage or
expense suffered or incurred by the Fund resulting
from the actions or omissions of any such
subcustodian only to the same extent such
subcustodian is responsible to the Custodian. The
Fund shall be entitled to review the Custodian's
contracts with any such subcustodians appointed at
the request of Fund.
2. Notwithstanding any other provisions of this
Agreement, Fund's foreign securities (as defined in
Rule 17f-5(c)(1) under the Investment Company Act of
1940) and Fund's cash or cash equivalents, in
amounts reasonably necessary to effect Fund's
foreign securities transactions, may be held in the
custody of one or more banks or trust companies
acting as subcustodians, according to Section 2.S.1;
and thereafter may be transferred to an account
maintained by such subcustodian with an
-12-<PAGE>
eligible foreign custodian, as defined in Rule 17f-
5(c)(2), provided that any such arrangement
involving a foreign custodian shall be in accordance
with the provisions of Rule 17f-5 under the
Investment Company Act of 1940 as that Rule may be
amended from time to time. The Fund shall be
provided the contract with the domestic subcustodian
who shall contract with the eligible foreign
subcustodians. The Custodian shall be responsible
for the monies and securities of the Fund held by
eligible foreign subcustodians to the extent the
domestic subcustodian with which the Custodian
contracts is responsible to Custodian.
T. Accounts and Records Property of Fund. Custodian
_____________________________________ acknowledges
that all of the accounts and records maintained by Custodian
pursuant to this Agreement are the property of Fund, and
will be made available to Fund for inspection or
reproduction within a reasonable period of time, upon
demand. Custodian will assist Fund's independent auditors,
or upon approval of Fund, or upon demand, any regulatory
body having jurisdiction over the Fund or Custodian, in any
requested review of Fund's accounts and records but shall be
reimbursed for all expenses and employee time invested in
any such review outside of routine and normal periodic
reviews.
U. Adoption of Procedures. Custodian and Fund may from
______________________ time to time adopt procedures
as they agree upon, and Custodian may conclusively assume
that no procedure approved by Fund, or directed by Fund,
conflicts with or violates any requirements of its
prospectus, Trust Instrument, Bylaws, or any rule or
regulation of any regulatory body or governmental agency.
Fund will be responsible to notify Custodian of any changes
in statutes, regulations, rules or policies not specifically
governing custodians or banks which might necessitate
changes in Custodian's responsibilities or procedures.
V. Advances. In the event Custodian or any
subcustodian
________ shall, in its sole discretion, advance cash
or securities for any purpose (including but not limited to
securities settlements, purchase or sale of foreign exchange
or foreign exchange contracts and assumed settlement) for
the benefit of any Portfolio, the advance shall be payable
by the Fund on demand. Any such cash advance shall be
subject to an overdraft charge at the rate set forth in the
then-current fee schedule from the date advanced until the
date repaid. As security for each such advance, Fund hereby
grants Custodian and such subcustodian
-13-<PAGE>
a lien on and security interest in all property at any time
held for the account of the applicable Portfolio, including
without limitation all assets acquired with the amount
advanced. Should the Fund fail to promptly repay the
advance, the Custodian and such subcustodian shall be
entitled to utilize available cash and to dispose of such
Portfolio's assets pursuant to applicable law to the extent
necessary to obtain reimbursement of the amount advanced and
any related overdraft charges.
W. Exercise of Rights; Tender Offers. Upon receipt of
_________________________________ instructions, the
Custodian shall: (a) deliver warrants, puts, calls, rights
or similar securities to the issuer or trustee thereof, or
to the agent of such issuer or trustee, for the purpose of
exercise or sale, provided that the new securities, cash or
other assets, if any, are to be delivered to the Custodian;
and (b) deposit securities upon invitations for tenders
thereof, provided that the consideration for such securities
is to be paid or delivered to the Custodian or the tendered
securities are to be returned to the Custodian.
3. INSTRUCTIONS.
____________
A. The term "instructions", as used herein, means
written (including telecopied or telexed) or oral
instructions to Custodian from a designated representative
of Fund. Certified copies of resolutions of the Trustees of
Fund naming one or more designated representatives to give
instructions in the name and on behalf of Fund, may be
received and accepted from time to time by Custodian as
conclusive evidence of the authority of any designated
representative to act for Fund and may be considered to be
in full force and effect (and Custodian will be fully
protected in acting in reliance thereon) until receipt by
Custodian of notice to the contrary. Unless the resolution
delegating authority to any person to give instructions
specifically requires that the approval of anyone else will
first have been obtained, Custodian will be under no
obligation to inquire into the right of the person giving
such instructions to do so. Notwithstanding any of the
foregoing provisions of this Section 3, no authorizations or
instructions received by Custodian from Fund will be deemed
to authorize or permit any trustee, officer, employee, or
agent of Fund to withdraw any of the securities or similar
investments of Fund upon the mere receipt of such
authorization or instructions from such trustee, officer,
employee or agent. Notwithstanding any other provision of
this Agreement, Custodian, upon receipt (and acknowledgment
if required at the
-14-<PAGE>
discretion of Custodian) of the instructions of a designated
representative of Fund will undertake to deliver for Fund's
account monies, (provided such monies are on hand or
available) in connection with Fund's transactions and to
wire transfer such monies to such broker, dealer,
subcustodian, bank or other agent specified in such
instructions by a designated representative of Fund.
B. No later than the next business day immediately
following each oral instruction, Fund will send Custodian
written confirmation of such oral instruction. At
Custodian's sole discretion, Custodian may record on tape,
or otherwise, any oral instruction whether given in person
or via telephone, each such recording identifying the
parties, the date and the time of the beginning and ending
of such oral instruction.
C. If Custodian shall provide Fund direct access to any
computerized recordkeeping and reporting system used
hereunder or if Custodian and Fund shall agree to utilize
any electronic system of communication, Fund shall be fully
responsible for any and all consequences of the use or
misuse of the terminal device, passwords, access
instructions and other means of access to such system(s)
which are utilized by, assigned to or otherwise made
available to the Fund. Fund agrees to implement and enforce
appropriate security policies and procedures to prevent
unauthorized or improper access to or use of such system(s).
Custodian shall be fully protected in acting hereunder upon
any instructions, communications, data or other information
received by Custodian by such means as fully and to the same
effect as if delivered to Custodian by written instrument
signed by the requisite authorized representative(s) of
Fund. Fund shall indemnify and hold Custodian harmless from
and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability which may be
suffered or incurred by Custodian as a result of the use or
misuse, whether authorized or unauthorized, of any such
system(s) by Fund or by any person who acquires access to
such system(s) through the terminal device, passwords,
access instructions or other means of access to such
system(s) which are utilized by, assigned to or otherwise
made available to the Fund, except to the extent
attributable to any negligence or willful misconduct by
Custodian.
-15-<PAGE>
4. LIMITATION OF LIABILITY OF CUSTODIAN.
____________________________________
A. Notwithstanding any other provisions of this
Agreement, Custodian will hold harmless and indemnify Fund
from and against any loss or liability, including attorney's
fees, arising out of Custodian's breach of this Agreement or
its negligence, willful misconduct or bad faith. Custodian
shall not be liable for consequential, special, or punitive
damages. Custodian may request and obtain the advice and
opinion of counsel for Fund, or of its own counsel with
respect to questions or matters of law, and it shall be
without liability to Fund for any action taken or omitted by
it in good faith, in conformity with such advice or opinion.
If Custodian reasonably believes that it could not prudently
act according to the instructions of the Fund or the Fund's
counsel, it may in its discretion, with notice to the Fund,
not act according to such instructions.
B. Fund shall hold harmless and indemnify Custodian
from and against any loss or liability, including attorney's
fees, arising out of Fund's breach of this Agreement or its
negligence, willful misconduct or bad faith.
C. Custodian may rely upon the advice of Fund and upon
statements of Fund's public accountants and other persons
believed by it in good faith, to be expert in matters upon
which they are consulted, and Custodian shall not be liable
for any actions taken, in good faith, upon such statements.
D. If Fund requires Custodian in any capacity to take,
with respect to any securities, any action which involves
the payment of money by it, or which in Custodian's opinion
might make it or its nominee liable for payment of monies or
in any other way, Custodian, upon notice to Fund given prior
to such actions, shall be and be kept indemnified by Fund in
an amount and form satisfactory to Custodian against any
liability on account of such action.
E. Custodian shall be entitled to receive, and Fund
agrees to pay to Custodian, on demand, reimbursement for
such cash disbursements, costs and expenses as may be agreed
upon from time to time by Custodian and Fund.
F. Custodian shall be protected in acting as custodian
hereunder upon any instructions, advice, notice, request,
consent, certificate or other instrument or paper reasonably
appearing to it to be genuine and to have been properly
executed and shall, unless otherwise
-16-<PAGE>
specifically provided herein, be entitled to receive as
conclusive proof of any fact or matter required to be
ascertained from Fund hereunder, a certificate signed by the
Fund's President, or other officer specifically authorized
for such purpose.
G. Without limiting the generality of the foregoing,
Custodian shall be under no duty or obligation to inquire
into, and shall not be liable for:
1. The validity of the issue of any securities
purchased by or for Fund, the legality of the
purchase thereof or evidence of ownership required
by Fund to be received by Custodian, or the
propriety of the decision to purchase or amount paid
therefor;
2. The legality of the sale of any securities
by or for Fund, or the propriety of the amount for
which the same are sold;
3. The legality of the issue or sale of any
shares of beneficial interest of Fund, or the
sufficiency of the amount to be received therefor;
4. The legality of the repurchase or redemption
of any Fund Shares, or the propriety of the amount
to be paid therefor; or
5. The legality of the declaration of any
dividend by Fund, or the legality of the issue of
any Fund Shares in payment of any stock dividend.
H. Custodian shall not be liable for, or considered to
be Custodian of, any money represented by any check, draft,
wire transfer, clearinghouse funds, uncollected funds, or
instrument for the payment of money received by it on behalf
of Fund, until Custodian actually receives such money,
provided only that it shall advise Fund promptly if it fails
to receive any such money in the ordinary course of
business, and use its best efforts and cooperate with Fund
toward the end that such money shall be received.
I. Except as otherwise provided in this Agreement,
Custodian shall not be responsible for loss occasioned by
the acts, neglects, defaults or insolvency of any broker,
bank, trust company, or any other person with whom Custodian
may deal in the absence of negligence, or bad faith on the
part of Custodian.
J. Custodian shall be responsible to the Fund for any
loss, damage or expense suffered or incurred by the Fund
resulting from the actions or omissions of any Depository
only to the same extent such Depository is responsible to
Custodian.
-17-<PAGE>
K. Notwithstanding anything herein to the contrary,
Custodian may, and with respect to any foreign subcustodian
appointed under Section 2.S.2 must, provide Fund for its
approval, agreements with banks or trust companies which
will act as subcustodians for Fund pursuant to Section 2.S.
of this Agreement.
5. COMPENSATION. Fund will pay to Custodian such compensation
____________ as is stated in the Fee Schedule attached
hereto as Exhibit B which may be changed from time to time as
agreed to in writing by Custodian and Fund. Custodian may charge
such compensation against monies held by it for the account of
Fund. Custodian will also be entitled, notwithstanding the
provisions of Sections 4.C. or 4.D. hereof, to charge against any
monies held by it for the account of Fund the amount of any loss,
damage, liability, advance, or expense for which it shall be
entitled to reimbursement from the Fund under the provisions of
this Agreement including fees or expenses due to Custodian for
other services provided to the Fund by the Custodian.
6. TERMINATION. Either party to this Agreement may terminate
___________ the same by notice in writing, delivered or
mailed, postage prepaid, to the other party hereto and received
not less than sixty (60) days prior to the date upon which such
termination will take effect; provided, however, that the Fund
may terminate this Agreement forthwith if the Fund does not
receive shareholder approval and enter into an investment
advisory agreement with Berger Associates, Inc. and a sub-
advisory agreement with Perkins, Wolf, McDonnell & Company on or
before February _____, 1997. Upon termination of this Agreement,
Fund will pay to Custodian such compensation for its reimbursable
disbursements, costs and expenses paid or incurred to such date
and Fund will use its best efforts to obtain a successor
custodian. The Trustees of Fund will, forthwith upon giving or
receiving notice of termination of this Agreement, appoint a
successor custodian meeting the qualifications set forth in the
Investment Company Act of 1940 and such other qualifications for
custodian as may be set forth in the governing documents of Fund.
Custodian will, upon termination of this Agreement, deliver to
the successor custodian so specified or appointed, at Custodian's
office, all securities then held by Custodian hereunder, duly
endorsed and in form for transfer, all funds and other properties
of Fund deposited with or held by Custodian hereunder, or will
co-operate in effecting changes in book-entries at the Depository
Trust Company or in the Treasury/Federal Reserve Book-Entry
System or other depository pursuant to 31 CFR Sec. 306.118. In
the event no designation of a successor custodian has been
delivered to Custodian on or before the date when
-18-<PAGE>
such termination becomes effective, then Custodian will deliver
the securities, funds and properties of the Fund to a bank or
trust company at the selection of Custodian and meeting the
qualifications for custodian, if any, set forth in the governing
documents of Fund and having not less than Two Million Dollars
($2,000,000) aggregate capital, surplus and undivided profits, as
shown by its last published report. Upon either such delivery to
a successor custodian, Custodian will have no further obligations
or liabilities under this Agreement. Thereafter such bank or
trust company will be the successor custodian under this
Agreement and will be entitled to reasonable compensation for its
services. In the event that no such successor custodian can be
found, Fund will submit to its shareholders, before permitting
delivery of the cash and securities owned by Fund to anyone other
than a successor custodian, the question of whether Fund will be
liquidated or function without a custodian. Notwithstanding the
foregoing requirement as to delivery upon termination of this
Agreement, Custodian may make any other delivery of the
securities, funds and property of Fund which is permitted by the
Investment Company Act of 1940, Fund's Trust Instrument and
Bylaws then in effect or apply to a court of competent
jurisdiction for the appointment of a successor custodian.
7. NOTICES. Notices, requests, instructions and other writings
_______ received by Fund at 53 West Jackson Boulevard, Suite
818, Chicago, Illinois 60604 or at such other address as Fund may
have designated to Custodian in writing, will be deemed to have
been properly given to Fund hereunder; and notices, requests,
instructions and other writings received by Custodian at its
offices at 127 West 10th Street, Kansas City, Missouri 64105, or
to such other address as it may have designated to Fund in
writing, will be deemed to have been properly given to Custodian
hereunder.
8. LIMITATION OF LIABILITY. Notice is hereby given that the
_______________________ Fund is a business trust organized
under the laws of the Commonwealth of Massachusetts pursuant to a
Declaration of Trust filed in the office of the Secretary of
State of the Commonwealth of Massachusetts. All parties to this
Agreement acknowledge and agree that the Fund is a series Fund
and all debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular
series shall be enforceable against the assets held with respect
to such series only, and not against the assets of the Fund
generally or against the assets held with respect to any other
series and further that no trustee, officer or holder of shares
of beneficial interest of the Fund shall be personally liable for
any of the foregoing.
-19-<PAGE>
9. NOTICES. Notices, requests, instructions and other writings
_______ received by Fund at 53 West Jackson Boulevard, Suite
818, Chicago, Illinois 60604, or at such address as Fund may have
designated to IFTC in writing, shall be deemed to have been
properly given to Fund hereunder; and notices, requests,
instructions and other writings received by IFTC at its offices
at 127 West 10th Street, Kansas City, Missouri 64105, or to such
other address as it may have designated to Fund in writing, shall
be deemed to have been properly given to IFTC hereunder.
10. MISCELLANEOUS.
_____________
A. This Agreement is executed and delivered in the
State of Missouri and shall be governed by the laws of said
state.
B. All the terms and provisions of this Agreement shall
be binding upon, inure to the benefit of, and be enforceable
by the respective successor and assigns of the parties
hereto.
C. No provisions of the Agreement may be amended or
modified, in any manner except by a written agreement
properly authorized and executed by both parties hereto.
D. The captions in this Agreement are included for
convenience of reference only, and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
E. This Agreement may be executed simultaneously in two
or more counterparts, each of which will be deemed an
original but all of which together will constitute one and
the same instrument.
F. If any part, term or provision of this Agreement is
by the courts held to be illegal, in conflict with any law
or otherwise invalid, the remaining portion or portions
shall be considered severable and not be affected, and the
rights and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular
part, term or provision held to be illegal or invalid.
G. Custodian will not release the identity of Fund to
an issuer which requests such information pursuant to the
Shareholder Communications Act of 1985 for the specific
purpose of direct communications between such issuer and
Fund unless the Fund directs the Custodian otherwise.
H. This Agreement may not be assigned by either party
without prior written consent of the other party.
-20-<PAGE>
I. If any provision of the Agreement, either in its
present form or as amended from time to time, limits,
qualifies, or conflicts with the Investment Company Act of
1940 and the rules and regulations promulgated thereunder,
such statutes, rules and regulations shall be deemed to
control and supersede such provision without nullifying or
terminating the remainder of the provisions of this
Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their respective duly authorized officers.
INVESTORS
FIDUCIARY TRUST COMPANY
By:
_______________________________
Allen R.
Strain, Executive Vice
President
BERGER OMNI
INVESTMENT TRUST
By:_______________________________
Title:_____________________________
-21-<PAGE>
EXHIBIT A
_________
<TABLE>
<CAPTION>
INVESTORS FIDUCIARY TRUST COMPANY
AVAILABILITY SCHEDULE BY TRANSACTION TYPE
<S> <C> <C> <C>
TRANSACTION DTC PHYSICAL FED
___________ ___ ________ ___
TYPE CREDIT DATE FUNDS TYPECREDIT DATE FUNDS TYPECREDIT DATE FUNDS TYPE
____ ___________ _____________________ _____________________ __________
Calls Puts As ReceivedC or F*As ReceivedC or F*
Maturities As ReceivedC or F*Mat. DateC or F* Mat. Date F
Tender Reorgs. As ReceivedC As ReceivedC N/A
Dividends Paydate C Paydate C N/A
Floating Rate Int.PaydateC Paydate C N/A
Floating Rate Int.
(No Rate) N/A As Rate
Received C N/A
Mtg. Backed P&IPaydate C Paydate + 1
Bus. DayC Paydate F
Fixed Rate Int.Paydate C Paydate C Paydate F
Euroclear N/A C Paydate C
Legend
______
C = Clearinghouse Funds
F = Fed Funds
N/A = Not Applicable
* Availability based on how received.
</TABLE>
-22-
EXHIBIT 9.2
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement") is
entered into effective as of the _____ day of _____________,
1997, by and between Berger Associates, Inc. ("Berger
Associates"), and Berger Omni Investment Trust, a Massachusetts
business trust (the "Trust") with respect to the Berger Small Cap
Value Fund, a series of the Trust (the "Fund").
Recitals
A. The Trust is a Massachusetts business trust and an
open-end, management investment company registered under the
Investment Company Act of 1940, as amended (the "1940 Act").
B. The Fund is a series of the Trust for which Berger
Associates acts as investment adviser.
C. The parties desire that in addition to its duties as
investment adviser, Berger Associates provide certain
administrative services to the Trust with respect to the Fund, on
the terms and conditions set forth herein.
Agreement
For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Appointment. The Trust hereby appoints
----------- Berger Associates as the administrator of
the Fund, to provide to the Fund, at Berger Associates' expense
except as specifically set forth below, all services specified
herein, for the period and on the terms set forth in this
Agreement. Berger Associates hereby accepts such appointment and
agrees to render the services and assume the responsibilities
herein set forth, for the compensation herein provided. In
performing its services under this Agreement, Berger Associates
shall comply with all relevant provisions of the 1940 Act and all
other applicable federal and state laws and regulations.
2. Services to be Provided. Berger Associates shall
----------------------- provide the following services
to the Fund at Berger Associates' own expense:
(a) coordinating all matters relating to the operations of
the Fund, including any necessary coordination among the
investment advisor, sub-advisor, transfer agent, dividend
disbursing agent, fund accounting agent, accountants, attorneys
and other parties
-1-<PAGE>
performing services or operational functions for the Fund;
(b) providing personnel and assistance necessary to
maintain the qualification and/or registration to sell shares
under the federal securities laws and in each state where Berger
Associates has determined such qualification and/or registration
to be advisable;
(c) monitoring the Fund's compliance with (i) its
Declaration of Trust, as amended ("Trust Instrument"), bylaws and
currently effective registration statement under the Securities
Act of 1933, as amended (the "1933 Act") and the 1940 Act and any
amendments or supplements thereto ("Registration Statement");
(ii) the written policies, procedures and guidelines of the Fund,
and the written instructions from the Trustees of the Trust;
(iii) the requirements of the 1933 Act, the 1940 Act, the rules
thereunder, and all other applicable federal and state laws and
regulations; and (iv) the provisions of Subchapter M of the
Internal Revenue Code, applicable to the Fund as a regulated
investment company;
(d) supervising the preparation of any or all registration
statements (including prospectuses and statements of additional
information), tax returns, proxy materials, financial statements,
notices and reports for filings with regulatory authorities and
distribution to shareholders of the Fund;
(e) issuing certain correspondence to shareholders;
(f) maintaining or supervising the maintenance of certain
books and records;
(g) providing the Trust with adequate personnel, office
space, communications facilities and other facilities necessary
for operation of the Fund as contemplated by this Agreement; and
(h) preparing and rendering to the Trustees of the Trust
such periodic and special reports as the Trustees may reasonably
request.
3. Expenses and Excluded Expenses. Berger Associates
------------------------------ shall pay all its own
costs and expenses incurred in rendering the services required
under this Agreement. Notwithstanding any other provision
hereof, it is expressly agreed that Berger Associates shall not
be responsible to pay, except as the parties may otherwise agree,
directly or on behalf of the Fund, any of the Fund's expenses
which shall remain the Trust's own obligation and responsibility
to pay.
4. Compensation. The Trust shall pay to Berger Associates
------------ for the services provided under this
Agreement a fee, payable in United States dollars, at an annual
rate of 0.01% of the average daily net asset value of the Fund.
Such fee shall be computed and accrued daily and payable monthly
on the last day of each month during which or part of which this
Agreement is in effect.
-2-<PAGE>
5. Books and Records. Berger Associates hereby agrees
----------------- that all records which it maintains
for the Fund or the Trust hereunder are the property of the
Trust, agrees to permit the reasonable inspection thereof by the
Trust or its designees and agrees to preserve for the periods
prescribed under the 1940 Act any records which it maintains for
the Fund or the Trust and which are required to be maintained
under the 1940 Act. Berger Associates further agrees to
surrender promptly to the Trust or its designees any records
which it maintains for the Fund or the Trust upon request by the
Trust.
6. Term and Termination. This Agreement shall become
-------------------- effective as of the date first set
forth above and shall continue until terminated by either party
on 60 days' written notice to the other party. This Agreement
may also be terminated by the Trustees of the Trust at any time
if Berger Associates becomes unable to discharge it duties and
obligations under this Agreement.
7. Assignment and Amendments. This Agreement shall not be
------------------------- assigned by either party
without the prior written consent of the other party to the
Agreement. This Agreement may be amended in writing by the
parties, provided that all such amendments shall be subject to
the approval of the Trustees of the Trust.
8. Limitation of Liability of Berger Associates. Berger
-------------------------------------------- Associates
shall not be liable for any error of judgment or mistake of law
or for any act or omission taken with respect to the Fund, except
for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of
its obligations and duties hereunder and except to the extent
otherwise provided by law. As used in this section, "Berger
Associates" shall include directors, officers and employees of
Berger Associates.
9. Activities of Berger Associates. The services of
------------------------------- Berger Associates
hereunder are not to be deemed to be exclusive, and Berger
Associates is free to render services to other parties, so long
as its services under this Agreement are not materially adversely
affected or otherwise impaired thereby. Nothing in this
Agreement shall limit or restrict the right of any director,
officer or employee of Berger Associates to engage in any other
business or to devote his or her time and attention in part to
the management or other aspects of any other business, whether of
a similar nature or a dissimilar nature.
10. Limitation on Personal Liability. NOTICE IS HEREBY
-------------------------------- GIVEN that the Trust
is a business trust organized under the laws of the Commonwealth
of Massachusetts pursuant to a Declaration of Trust filed in the
office of the Secretary of State of the Commonwealth of
Massachusetts. All parties to this Agreement acknowledge and
agree that this Agreement was made by and on behalf of the Trust
by the person executing below as an officer of the Trust and not
individually, that the Trust is a series trust and all debts,
liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular series shall be
enforceable against the assets held with respect to such series
only, and not against the assets of the Trust generally or
against the assets held
-3-<PAGE>
with respect to any other series and further that no trustee,
officer or holder of shares of beneficial interest of the Trust
shall be personally liable for any of the foregoing.
11. Governing Law. This Agreement shall be construed in
------------- accordance with the laws of the State of
Colorado (without giving effect to the conflicts of laws
principles thereof) and the 1940 Act. To the extent that the
applicable laws of the State of Colorado conflict with the
applicable provisions of the 1940 Act, the latter shall control.
12. Miscellaneous. The headings in this Agreement are
------------- included for convenience of reference
only and in no way define or limit any of the provisions thereof
or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors.
IN WITNESS WHEREOF, the parties hereto have duly executed
this Agreement effective as of the date first above written.
BERGER ASSOCIATES, INC.
By:____________________________
Gerard M. Lavin
President
BERGER OMNI INVESTMENT TRUST
By:____________________________
Name:
Title:
-4-
EXHIBIT 9.3
RECORDKEEPING AND PRICING AGENT AGREEMENT
__________________________________________
THIS AGREEMENT made effective as of this 1st day of January,
1997, by and between BERGER OMNI INVESTMENT TRUST, a
Massachusetts business trust (the "Fund"), which consists of
separate portfolios represented by separate series of shares, and
each series of which may be comprised of one or more classes of
shares of beneficial interest, (each such class, and each
portfolio that has only one class being referred to herein,
together with any such portfolios and classes hereafter
constituted, where appropriate, individually as a "Portfolio,"
and collectively as the "Portfolios"), having its place of
business at 53 West Jackson Boulevard, Suite 818, Chicago,
Illinois 60604, and INVESTORS FIDUCIARY TRUST COMPANY, a state
chartered trust company organized and existing under the laws of
the State of Missouri, having its principal place of business at
127 West 10th Street, Kansas City, Missouri, 64105 ("IFTC"):
WITNESSETH:
WHEREAS, Fund desires to appoint IFTC as Recordkeeping and
Pricing Agent and IFTC desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual promises
herein contained, the parties hereto, intending to be legally
bound, mutually covenant and agree as follows:
1. APPOINTMENT OF RECORDKEEPING AND PRICING AGENT. Fund hereby
______________________________________________ constitutes
and appoints IFTC as Recordkeeping and Pricing Agent to calculate
the daily net asset value of each Portfolio and to perform
certain accounting and recordkeeping functions required of Fund
as a registered investment company under the Investment Company
Act of 1940, as amended (the "Act"); to provide certain
information necessary for Fund to file financial and other
reports; to prepare, maintain and preserve certain required
books, accounts and records as the basis for such reports; to
perform certain daily functions in connection with such accounts
and records; and, upon request, to act as liaison with the Fund's
independent auditors.
2. INSTRUCTIONS. Fund shall deliver a resolution of the
____________ Trustees of the Fund designating certain
persons to give instructions on behalf of the Fund to IFTC, and
authorizing IFTC to rely upon written instructions over
his/her/their signatures.
<PAGE>
3. REPRESENTATIONS AND WARRANTIES OF FUND.
______________________________________
A. Fund represents and warrants that it is a business
trust duly organized as an investment company and existing
and in good standing under the laws of the Commonwealth of
Massachusetts;
B. Fund represents and warrants that it has the power and
authority under applicable laws, its Trust Instrument and
bylaws, and has taken all action necessary to enter into and
perform this Agreement, including appropriate authorization
from the Fund's Trustees;
C. Fund represents and warrants that it has determined
that the automated data processing system on which IFTC
shall prepare, maintain and preserve the books and records
of the Fund (the "System") is suitable for its needs;
D. Fund acknowledges that IFTC has licensed the System
from a third party and that both IFTC and the licensor have
proprietary rights in and to the System and that the System
and the programs, documentation, books, records, lists,
pricing schedules, designs, plans and other information
relating to the System or the business of IFTC ("IFTC
Confidential Information") are confidential and constitute
trade secrets of IFTC;
E. During the term of this Agreement and for a period of
five years after termination of this Agreement, Fund shall
preserve the confidentiality of the IFTC Confidential
Information and prevent its disclosure to persons other than
its own employees and agents who reasonably have a need to
know or have access to the IFTC Confidential Information
pursuant to this Agreement, and shall take appropriate
action to protect the rights of IFTC and the licensor as to
the IFTC Confidential Information, including, but not
limited to notification to all employees and agents of the
Fund of the necessity to maintain the confidentiality of
IFTC Confidential Information, provided, that IFTC shall be
solely responsible for protecting any trademarks, patents,
copyrights and licenses against unauthorized use and
infringement by parties other than the Fund, its employees
and agents.
4. REPRESENTATION AND WARRANTIES OF IFTC
_____________________________________
A. IFTC is a trust company duly organized and existing and
in good standing under the laws of the State of Missouri.
-2-<PAGE>
B. IFTC has the power and authority under applicable laws,
its charter and bylaws, and has taken all action necessary,
to enter into this Agreement and perform the services
contemplated herein, and this Agreement constitutes a legal,
valid and binding obligation of IFTC, enforceable in
accordance with its terms.
C. IFTC has obtained and shall maintain throughout the
term of this Agreement all necessary proprietary rights and
approvals, licenses and permits which are required for IFTC
to perform its duties and obligations hereunder and to use
the System.
D. IFTC presently has, and shall maintain throughout the
term of this Agreement, facilities, equipment, computer
hardware and software, and personnel necessary to perform
its duties and obligations under this Agreement, and shall
maintain or otherwise have readily available, reasonable
back-up facilities and equipment to ensure that there is no
material interruption in the services contemplated by this
Agreement, except as provided in Section 7 hereof.
5. DUTIES AND RESPONSIBILITIES OF IFTC
___________________________________
A. Delivery of Records. Fund shall turn over, of cause to
___________________ be turned over, to IFTC all of
Fund's accounts and records previously maintained relating
to the services to be provided by IFTC hereunder. IFTC
shall be entitled to rely conclusively on the completeness
and correctness of the accounts and records turned over to
it by Fund or its previous service provider and Fund shall
indemnify and hold IFTC harmless of and from any and all
costs, expenses, damages, losses and liabilities whatsoever,
including attorney's fees (collectively, "Damages"), arising
out of or in connection with any error, omission, inaccuracy
or other deficiency of such accounts and records or in the
failure of Fund or its previous service provider to provide
any portion of such account and records or to provide any
information needed by IFTC to perform its function
hereunder.
B. Accounting and Portfolio Duties. IFTC shall perform
_______________________________ the duties specified on
Schedule A attached hereto.
C. Accounts and Records.
____________________
1. IFTC, with the direction of the Fund, its
accountants and/or its advisors, shall prepare,
maintain and preserve all books, records, ledgers,
journals, accounts and other documents, containing such
information as may be required from time
-3-<PAGE>
to time under the Act relating to the activities
performed by IFTC pursuant to Schedule A (the
"Records"); preserve the Records in an readily
accessible location for at least the periods required
under the Act, at all times during the term of this
Agreement and, as may be reasonably necessary,
following the termination of this Agreement, make the
Records available for examination by the Securities and
Exchange Commission ("SEC"), the Fund, the Fund's
accountants and such other persons as the Fund may deem
appropriate; and maintain facilities and equipment
necessary for producing readable projections or hard
copies of Records. Notwithstanding the terms of this
Section C.1 as heretofore provided, IFTC shall not be
responsible for maintaining or furnishing such Records
after termination of the Agreement to the extent that
such Records have been forwarded to the Fund or its
agent. Hard copies of Records will be furnished to the
Fund without additional cost unless such requests for
Records are unusual, repetitive, require special
handling, or otherwise reasonably warrant the Fund's
reimbursement for the costs associated therewith. The
Fund shall pay for the costs of maintaining microfiche
records.
2. It shall be the responsibility of Fund to furnish
IFTC with the declaration, record and payment dates and
amounts of any dividends or other distributions, other
special actions, and the value or price of the
securities in the Portfolios to the extent such
information is not available from generally accepted
securities industry services or publications. IFTC
shall incur no liability and Fund shall indemnify and
hold IFTC harmless from any liability in connection
with the Fund's furnishing of such information.
3. The accounts, books and records prepared,
maintained and preserved by IFTC pursuant to this
Agreement shall be the property of the Fund and shall
be made available to the Fund for inspection or
reproduction promptly upon demand.
4. IFTC shall assist Fund's independent accountants,
and upon instruction from Fund or upon proper demand,
shall assist any court or regulatory body, in any
requested review of Fund's accounts and records
prepared and maintained by IFTC. Fund shall reimburse
IFTC for all reasonable expenses and employee time
-4-<PAGE>
associated with any such review which is not part of
routine or normal periodic reviews, unless such
expenses are incurred as a result of a breach of this
Agreement by IFTC or IFTC's negligence or willful
misconduct. For purposes of this Agreement, routine or
normal periodic reviews include the annual audit of the
Fund and routine interim audits or reviews by the
Fund's independent accountants and the routine reviews
by the SEC.
5. IFTC shall provide Fund with information for tax
returns, questionnaires, and periodic reports to
shareholders and such other reports and information as
Fund may request in conjunction with IFTC's stated
duties hereunder. IFTC shall provide such information
as soon as reasonably practicable following the Fund's
request or as may be otherwise agreed to by the
parties.
6. IFTC and Fund may from time to time adopt
procedures as they may agree upon, and IFTC may
conclusively assume that any procedure approved by
Fund, or directed by Fund in the manner prescribed by
Section 6.B, does not conflict with or violate any
requirements of Fund's prospectus, Trust Instrument,
bylaws, or any law, rule or regulation applicable to
Fund. Fund shall be responsible to notify IFTC of any
changes in its prospectus, Trust Instrument, bylaws, or
policies applicable to the Fund which may necessitate
changes in IFTC's responsibilities or procedures. The
Fund may conclusively assume that any procedure adopted
by IFTC does not conflict with or violate any
requirements of IFTC's charter, bylaws, or any law,
rule or regulation applicable to IFTC. IFTC shall be
responsible to notify the Fund of any changes in its
charter, bylaws, or policies which may affect the
Fund's responsibilities or procedures.
7. IFTC will calculate Portfolio's daily closing net
asset value, in accordance with the Fund's prospectus.
IFTC will prepare and maintain a daily valuation of
securities held in the Portfolios for which market
quotations are available by the use of outside services
normally used and contracted for this purpose; all
other securities will be valued in accordance with
Fund's instructions.
-5-<PAGE>
6. LIMITATION OF LIABILITY OF IFTC
_______________________________
A. IFTC shall not be liable for any loss or damage
resulting from its action or omission to act or otherwise,
except for any loss or damage arising from any breach of
this Agreement or any negligent act or omission or willful
misconduct of IFTC and IFTC shall indemnify and hold
harmless Fund from and against any Damages arising from such
breach, negligence or willful misconduct. Without limiting
the generality of the foregoing, IFTC will use best efforts
to resolve to the satisfaction of the Fund the effect on
shareowners of any IFTC error which causes an incorrect
calculation of the net asset value of the Portfolios and
which effect is considered material, as such term is
generally used by accountants in the mutual fund industry.
IFTC shall not be liable for consequential, special, or
punitive damages. IFTC may request and obtain the advice
and opinion of counsel for Fund or its own counsel at the
reasonable expense of Fund with respect to questions or
matters of law relating to its performance of this
Agreement, and it shall be without liability to Fund for any
action taken or omitted by it in good faith, in conformity
with such advice or opinion.
B. IFTC may rely, and be protected in acting in reliance
upon any instruction, advice, notice, consent, resolution,
opinion, certificate or other written instrument appearing
to be genuine and properly executed by an authorized
representative of the Fund or any oral instruction from an
authorized representative of the Fund ("Instruction"),
except trade instructions and adjustments to the Fund's
trial balance sheet, general ledger or balance sheet, which
must be in writing executed by two authorized
representatives of the Fund, unless IFTC has actual
knowledge that any such Instruction is incorrect or
unauthorized.
C. IFTC shall be entitled to receive and Fund agrees to
pay to IFTC, on demand, reimbursement for such cash
disbursements, costs and expenses as may be agreed upon in
writing from time to time by IFTC and Fund.
D. During the term of this Agreement and for a period of
five years after termination of this Agreement, IFTC shall
not use and shall preserve the confidentiality of all
accounting and financial information, investment portfolio
records including, but not limited to, transactional
information, share subscription and redemption records, and
other
-6-<PAGE>
records made available to or created by IFTC under the terms
of this Agreement ("Fund Confidential Information"), other
than for purposes of complying with its duties and
responsibilities under this Agreement or as specifically
authorized by Fund in writing. IFTC shall prevent
disclosure of Fund Confidential Information to persons other
than its own agents and employees who reasonably have a need
to know or have access to Fund Confidential Information
pursuant to this Agreement, and shall take appropriate
action to protect the rights of Fund in such Fund
Confidential Information including, but not limited to,
notification to all its employees and agents of the
necessity to maintain the confidentiality of Fund
Confidential Information, provided, that Fund shall be
solely responsible for protecting any trademarks, patents,
copyrights and licenses against unauthorized use and
infringement by parties other than IFTC, its employees and
agents.
7. FORCE MAJEURE. IFTC shall not be responsible or liable for
_____________ any failure or delay in performance of its
obligations under this Agreement arising out of or caused,
directly or indirectly, by circumstances beyond its reasonable
control, including without limitation any interruption, loss or
malfunction of any utility, transportation, computer (hardware or
software) or communication service; or inability to obtain labor,
material, equipment or transportation; nor shall any such failure
or delay give Fund any additional right to terminate this
Agreement.
8. ADDITIONAL FUNDS. IFTC shall act as Recordkeeping and
________________ Pricing Agent for additional Portfolios
upon 30 days notice to IFTC provided that IFTC consents in
writing in advance to such arrangement. Rates or charges for
serving as Recordkeeping and Pricing Agent for any such
additional Portfolios shall be as agreed to by IFTC and Fund in
writing.
9. COMPENSATION. Fund shall pay to IFTC such compensation at
____________ such time as may from time to time be agreed
upon in writing by IFTC and Fund. The initial compensation
schedule is attached hereto as Schedule B.
10. TERMINATION. Either party to this Agreement may terminate
___________ same by notice in writing received by the other
party not less than sixty (60) days prior to the date upon which
such termination shall take effect; provided, however, that the
Fund may terminate this Agreement forthwith if the Fund does not
receive shareholder approval to enter into an investment advisory
agreement with Berger Associates, Inc. and a sub-advisory
agreement with Perkins, Wolf, McDonnell & Company on or before
February ____, 1997. Upon termination of this Agreement,
-7-<PAGE>
Fund shall pay to IFTC such compensation for its reimbursable
disbursements, costs and expenses paid or incurred to such date
and Fund shall use its best efforts to obtain a successor agent.
IFTC shall, upon termination of this Agreement, deliver to the
successor so specified or appointed, or to Fund, at IFTC's
office, all books, records, ledgers, accounts, journals and other
documents and information then held by IFTC hereunder, all money,
instruments and other funds and other properties of Fund
deposited with or held by IFTC hereunder. In the event no
written order designating a successor (which may be Fund) shall
have been delivered to IFTC on or before the date when such
termination shall become effective, then IFTC shall deliver such
records, funds and properties of Fund to a bank or trust company
at the selection of IFTC having not less than $2,000,000
aggregate capital, surplus and undivided profits as shown by its
most recent published report, and meeting the requirements of the
Act, or if a satisfactory successor cannot be obtained, IFTC may
deliver the assets to the Fund, at IFTC's offices or as otherwise
agreed to between the parties. Thereafter the Fund or such bank
or trust company shall be the successor under this Agreement and
shall be entitled to reasonable compensation for its services.
Notwithstanding the foregoing requirement as to delivery upon
termination of this Agreement, IFTC may make any other delivery
of the records, funds and property of Fund which shall be
permitted by the Act and Fund's Trust Instrument or bylaws then
in effect.
11. NOTICES. Notices, requests, instructions and other writings
_______ received by Fund at 53 West Jackson Boulevard, Suite
818, Chicago, Illinois 60604, or at such address as Fund may have
designated to IFTC in writing, shall be deemed to have been
properly given to Fund hereunder; and notices, requests,
instructions and other writings received by IFTC at its offices
at 127 West 10th Street, Kansas City, Missouri 64105, or to such
other address as it may have designated to Fund in writing, shall
be deemed to have been properly given to IFTC hereunder.
12. LIMITATION OF LIABILITY. Notice is hereby given that the
_______________________ Fund is a business trust organized
under the laws of the Commonwealth of Massachusetts pursuant to a
Declaration of Trust filed in the office of the Secretary of
State of the Commonwealth of Massachusetts. All parties to this
Agreement acknowledge and agree that the Fund is a series Fund
and all debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular
series shall be enforceable against the assets held with respect
to such series only, and not against the assets of the Fund
generally or against the assets held with respect to any other
-8-<PAGE>
series; and further that no trustee, officer or holder of shares
of beneficial interest of the Fund shall be personally liable for
any of the foregoing.
13. MISCELLANEOUS.
_____________
A. This Agreement is executed and delivered in the State
of Missouri and shall be governed by the laws of said state.
B. All terms and provisions of this Agreement shall be
binding upon, inure to the benefit of and be enforceable by
the respective successors and assigns of the parties hereto.
C. No provisions of the Agreement may be amended or
modified in any manner except by a written agreement
properly authorized and executed by both parties hereto.
D. The captions in the Agreement are included for
convenience of reference only, and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
E. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same
instrument.
F. If any part, term or provision of this Agreement is by
the courts held to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall
be considered severable and not be affected, and the rights
and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular
part, term or provision held to be illegal or invalid.
G. This Agreement may not be assigned by either party
without prior written consent of the other party.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their respective and duly authorized corporate
or trust officers.
BERGER OMNI INVESTMENT TRUST
By: ______________________________
Title: ____________________________
INVESTORS FIDUCIARY TRUST COMPANY
By: _______________________________
Allen R. Strain, Executive Vice
President
-9-<PAGE>
Schedule - A--ACCOUNTING AND PORTFOLIO DUTIES
In its capacity as the Recordkeeping and Pricing Agent for
the Fund, IFTC shall perform the following responsibilities:*
A. On a Daily Basis.
________________
1. Post Fund share receivables and payables to the Fund's
general ledger; send general ledger reflecting all the day's
activities to Fund preferably by 3:30 p.m. Mountain time but
in no event later than 8 a.m. Mountain time the next day.
2. Reconcile ending share balance from transfer agent
reports to general ledger; report differences to fund and
resolve with the transfer agent.
3. Post manual journal entries to the general ledger.
4. Prepare Net Asset Value rollforward.
5. Review individual components of the change in each
Portfolio's Net Asset Value for accuracy and reasonableness.
6. Review income and expense accruals and posting of gains
and losses for proper recording. Send Fund complete pricing
sheet for the Portfolios preferably by 3:30 p.m. Mountain
time but in no event later than 8:00 a.m. Mountain time the
next day.
7. Communicate required pricing information to Fund,
quotation/publication services and to transfer agents.
Communicate NAV to newspapers and quotation services in time
for publication and to the transfer agent in time to run the
shareowner accounts by the beginning of the next day.
Communicate the NAV and corresponding worksheet to the Fund
preferably by 3:30 p.m. Mountain time but in no event later
than 8:00 a.m. Mountain time the next day.
8. Attend to routine matters in connection with the
calculation of the net asset value and aggregate asset
value of each Portfolio.
B. On a Periodic Basis.
___________________
1. Provide information prepared by IFTC during the
performance of its duties hereunder for Fund's semiannual
reports within 15 calendar days after June 30th and December
31st or the end of the reporting period of the Fund, as
applicable.
2. As agreed upon, deliver information to Fund on days
when the NYSE is not open.
3. Prepare allocation of realized and unrealized security
gains and losses according to partnership rules using the
aggregate method, subject to review by fund auditors.
*Information shall be provided by IFTC's normal means as
acceptable to the Fund. Costs for communicating routine
information shall be borne by IFTC; costs other than routine
information, including microfiche, shall be borne by the Fund.
EXHIBIT 9.4
AGENCY AGREEMENT
THIS AGREEMENT made as of the 1st day of January, 1997, by
and between BERGER OMNI INVESTMENT TRUST, a Massachusetts
business trust (the "Fund"), which consists of separate
portfolios represented by separate series of shares, and each
series of which may be comprised of one or more classes of shares
of beneficial interest (each such class, and each portfolio that
has only one class being referred to herein, together with any
such portfolios and classes hereafter constituted, where
appropriate, individually as a "Portfolio," or collectively as
the "Portfolios") having its principal place of business at 53
West Jackson Boulevard, Suite 818, Chicago, Illinois 60604, and
INVESTORS FIDUCIARY TRUST COMPANY, a state chartered trust
company organized and existing under the laws of the State of
Missouri, having its principal place of business at 127 West 10th
Street, Kansas City, Missouri 64105 ("IFTC"):
WITNESSETH:
WHEREAS, Fund desires to appoint IFTC as Transfer Agent and
Dividend Disbursing Agent, and IFTC desires to accept such
appointment;
NOW, THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
1. CERTAIN REPRESENTATIONS AND WARRANTIES OF IFTC. IFTC
______________________________________________ represents
and warrants to Fund that:
A. It is a trust company duly organized and existing and
in good standing under the laws of Missouri.
B. It is duly qualified to carry on its business in the
State of Missouri.
C. It is empowered under applicable laws and by its Trust
Instrument and bylaws to enter into and perform the services
contemplated in this Agreement.
D. It is registered as a transfer agent to the extent
required under the Securities Exchange Act of 1934.
E. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement.
F. It has and will continue to have and maintain the
necessary facilities, equipment and personnel to perform its
duties and obligations under this Agreement.
-1-<PAGE>
2. CERTAIN REPRESENTATIONS AND WARRANTIES OF FUND. Fund
______________________________________________ represents
and warrants to IFTC that:
A. It is a business trust duly organized and existing and
in good standing under the laws of the Commonwealth of
Massachusetts.
B. It is an open-end management investment company
registered under the Investment Company Act of 1940, as
amended.
C. A registration statement under the Securities Act of
1933 has been filed and will be effective with respect to
all shares of Fund being offered for sale.
D. All requisite steps have been or will be taken to
register Fund's shares for sale in all applicable states.
E. Fund is empowered under applicable laws and by its
Trust Instrument and bylaws to enter into and perform this
Agreement.
3. SCOPE OF APPOINTMENT.
____________________
A. Subject to the conditions set forth in this Agreement,
Fund hereby employs and appoints IFTC as Transfer Agent and
Dividend Disbursing Agent.
B. IFTC hereby accepts such employment and appointment and
agrees that it will act as Fund's Transfer Agent and
Dividend Disbursing Agent. IFTC agrees that it will also
act as agent in connection with each Portfolio's periodic
withdrawal payment accounts and other open accounts or
similar plans for shareholders, if any.
C. IFTC agrees to provide the necessary facilities,
equipment and personnel to perform its duties and
obligations hereunder in accordance with industry practice.
D. Fund agrees to use its best efforts to deliver to IFTC
in Kansas City, Missouri, as soon as they are available, all
of its shareholder account records.
E. Subject to the provisions of Sections 17 and 18 hereof,
IFTC agrees that it will perform all of the usual and
ordinary services of Transfer Agent and Dividend Disbursing
Agent and as Agent for the various shareholder accounts,
including, without limitation, the following: issuing,
transferring and canceling beneficial interest certificates,
if any, maintaining all shareholder accounts, preparing
shareholder meeting lists, mailing proxies, receiving and
tabulating proxies, mailing shareholder reports and
prospectuses, withholding taxes on nonresident alien and
foreign corporation accounts, for pension and
-2-<PAGE>
deferred income, backup withholding or other instances
agreed upon by the parties, preparing and mailing checks for
disbursement of redemptions, income dividends and capital
gains distributions, preparing and filing U.S. Treasury
Department Form 1099 for all shareholders, preparing and
mailing confirmation forms to shareholders and dealers with
respect to all purchases and redemptions of Fund shares and
other transactions in shareholder accounts for which
confirmations are required, recording reinvestments of
dividends and distributions in Fund shares, and cooperating
with broker-dealers and financial intermediaries who
represent shareholders of the Fund.
4. UNLIMITED SHARES. Unless otherwise expressly limited by the
________________ Fund, the appointment of IFTC as Transfer
Agent will be construed to cover an unlimited number of
authorized shares of beneficial interest.
5. COMPENSATION AND EXPENSES.
_________________________
A. In consideration for its services hereunder as Transfer
Agent and Dividend Disbursing Agent, Fund will pay to IFTC
from time to time a reasonable compensation for all services
rendered as Agent, and also, all its reasonable out-of-
pocket expenses, charges, counsel fees, and other
disbursements (Compensation and Expenses) incurred in
connection with the agency. Such compensation is set forth
in a separate schedule, a copy of which is attached hereto
and incorporated herein by reference. IFTC shall make
reasonable efforts to bill the Fund as soon as practicable
after the end of each calendar month for the Compensation
and Expenses due for that month and said billing shall be
detailed in accordance with the such schedule. If the Fund
has not paid such Compensation and Expenses to IFTC within a
reasonable time, IFTC may charge against any monies held
under this Agreement, the amount of any Compensation and/or
Expenses for which it shall be entitled to reimbursement
under this Agreement.
B. Fund agrees to promptly reimburse IFTC for all
reasonable out-of-pocket expenses or advances incurred by
IFTC in connection with the performance of services under
this Agreement, for postage (and first class mail insurance
in connection with mailing share certificates), envelopes,
check forms, continuous forms, forms for reports and
statements, stationery, and other similar items, telephone
and telegraph charges incurred in answering inquiries from
dealers or shareholders, microfilm used each year to record
the previous
-3-<PAGE>
year's transactions in shareholder accounts and computer
tapes used for permanent storage of records and cost of
insertion of materials in mailing envelopes by outside
firms. IFTC will provide to Fund no less often than monthly
a detailed accounting of all such expenses on behalf of the
Fund.
6. OPERATION OF IFTC SYSTEM. In connection with the
________________________ performance of its services under
this Agreement, IFTC is responsible for such items as:
A. The accuracy of entries in IFTC's records reflecting
orders and instructions received by IFTC from dealers,
shareholders, Fund or its principal underwriter;
B. The availability and the accuracy of shareholder lists,
shareholder account verifications, confirmations and other
shareholder account information to be produced from its
records or data;
C. The accurate and timely issuance of dividend and
distribution checks in accordance with instructions received
from Fund;
D. The accuracy of redemption transactions and payments in
accordance with redemption instructions received from
dealers, shareholders or Fund;
E. The deposit daily in Fund's appropriate special bank
account of all checks and payments received from dealers or
shareholders for investment in shares;
F. The requiring of proper forms of instructions,
signatures and signature guarantees and any necessary
documents supporting the legality of transfers, redemptions
and other shareholder account transactions, all in
conformance with IFTC's and the Fund's present procedures
with such changes as may be required or approved by Fund;
and
G. The maintenance of a current duplicate set of Fund's
essential records at a secure distant location, in a form
available and usable forthwith in the event of any breakdown
or disaster disrupting its main operation.
7. INDEMNIFICATION.
_______________
A. IFTC will not be responsible for, and Fund will hold
harmless and indemnify IFTC from and against any loss by or
liability to the Fund or a third party, including reasonable
attorney's fees, in connection with any claim or suit
asserting any such liability arising out of or attributable
to actions taken or omitted by IFTC pursuant to this
Agreement, unless IFTC has acted negligently or in bad
faith. The matters covered by this indemnification
-4-<PAGE>
include but are not limited to those of Section 13 hereof.
Fund will be responsible for, and will have the right to
conduct or control the defense of any litigation asserting
liability, including reasonable attorney's fees, against
which IFTC is indemnified hereunder. IFTC will not be under
any obligation to prosecute or defend any action or suit in
respect of the agency relationship hereunder, which, in its
opinion, may involve it in expense or liability, unless Fund
will, as often as requested, furnish IFTC with reasonable,
satisfactory security and indemnity against such expense or
liability.
B. IFTC will hold harmless and indemnify Fund from and
against any loss or liability arising out of IFTC's
negligence or bad faith in performing its duties under this
Agreement, including reasonable attorney's fees.
8. CERTAIN COVENANTS OF IFTC AND FUND.
__________________________________
A. All requisite steps will be taken by Fund from time to
time when and as necessary to register the Fund's shares for
sale in all states in which Fund's shares shall at the time
be offered for sale and require registration. If at any
time Fund will receive notice of any stop order or other
proceeding in any such state affecting such registration or
the sale of Fund's shares, or of any stop order or other
proceeding under the federal securities laws affecting the
sale of Fund's shares, Fund will give prompt notice thereof
to IFTC.
B. IFTC hereby agrees to perform such transfer agency
functions as are set forth in Section 3.E above and
establish and maintain facilities and procedures reasonably
acceptable to Fund for safekeeping of shares of beneficial
interest certificates, check forms, and facsimile signature
imprinting devices, if any; and for the preparation or use,
and for keeping account of, such certificates, forms and
devices, and to carry such insurance as it considers
adequate and reasonably available and not to substantially
reduce such level of insurance without prior notice to the
Fund.
C. To the extent required by Section 31 of the Investment
Company Act of 1940 as amended and Rules thereunder, IFTC
agrees that all records maintained by IFTC relating to the
services to be performed by IFTC under this Agreement are
the property of Fund and will be preserved and will be
surrendered promptly to Fund on request.
D. IFTC agrees to furnish Fund semiannual reports of its
financial condition, consisting of a balance sheet, earnings
statement and any other financial information
-5-<PAGE>
reasonably requested by Fund. The annual financial
statements will be certified by IFTC's certified public
accountants.
E. IFTC represents and agrees that it will use its best
efforts to keep current on the trends of the investment
company industry relating to shareholder services and will
use its best efforts to continue to modernize and improve.
F. IFTC will permit Fund and its authorized
representatives to make periodic inspections of its
operations as such would involve the Fund at reasonable
times during business hours.
9. RECAPITALIZATION OR READJUSTMENT. In case of any
________________________________ recapitalization,
readjustment or other change in the capital structure of Fund
requiring a change in the form of beneficial interest
certificates, IFTC will issue or register certificates in the new
form in exchange for, or in transfer of, the outstanding
certificates in the old form, upon receiving written instructions
from an officer of Fund, along with such written documentation as
IFTC deems necessary.
10. BENEFICIAL INTEREST CERTIFICATES. Fund will furnish IFTC
________________________________ with a sufficient supply of
blank beneficial interest certificates and from time to time will
renew such supply upon the request of IFTC. Such certificates
will be signed manually or by facsimile signatures of the
officers of Fund authorized by law and by bylaws to sign such
certificates, and if required, will bear the corporate seal or
facsimile thereof.
11. DEATH, RESIGNATION OR REMOVAL OF SIGNING OFFICER. Fund will
________________________________________________ file
promptly with IFTC written notice of any change in the officers
authorized to sign certificates, written instructions or
requests, together with two signature cards bearing the specimen
signature of each newly authorized officer. In case any officer
of Fund who will have signed manually or whose facsimile
signature will have been affixed to blank certificates will die,
resign, or be removed prior to the issuance of such certificates,
IFTC may issue or register such certificates as the certificates
of Fund notwithstanding such death, resignation, or removal,
until specifically directed to the contrary by Fund in writing.
In the absence of such direction, Fund will file promptly with
IFTC such approval, adoption, or ratification as may be required
by law.
-6-<PAGE>
12. FUTURE AMENDMENTS OF TRUST INSTRUMENT AND BYLAWS. Fund will
________________________________________________ promptly
file with IFTC copies of all material amendments to its Trust
Instrument or bylaws made after the date of this Agreement.
13. INSTRUCTIONS, OPINION OF COUNSEL AND SIGNATURES. At any
_______________________________________________ time IFTC
may apply to any person authorized by the Fund to give
instructions to IFTC, and may with the approval of a Fund officer
consult with legal counsel for Fund or its own legal counsel at
the expense of Fund, with respect to any matter arising in
connection with the agency and it will not be liable for any
action taken or omitted by it in good faith in reliance upon such
instructions or upon the opinion of such counsel. IFTC will be
protected in acting upon any paper or document reasonably
believed by it to be genuine and to have been signed by the
proper person or persons and will not be held to have notice of
any change of authority of any person, until receipt of written
notice thereof from Fund. It will also be protected in
recognizing beneficial interest certificates which it reasonably
believes to bear the proper manual or facsimile signatures of the
officers of Fund, and the proper countersignature of any former
Transfer Agent or Registrar, or of a co-Transfer Agent or co-
Registrar.
14. PAPERS SUBJECT TO APPROVAL OF COUNSEL. The acceptance by
_____________________________________ IFTC of its
appointment as Transfer Agent and Dividend Disbursing Agent and
all documents filed in connection with such appointment and
thereafter in connection with the agencies will be subject to the
approval of legal counsel for IFTC (which approval will be not
unreasonably withheld).
15. RECORDS. IFTC will maintain customary records in connection
_______ with its agency, and particularly will maintain
those records required to be maintained pursuant to subparagraph
(2) (iv) of paragraph (b) of Rule 31a-1 for the period and in the
manner prescribed by Rule 31a-2 under the Investment Company Act
of 1940, if any.
16. DISPOSITION OF BOOKS, RECORDS AND CANCELED CERTIFICATES.
_______________________________________________________ IFTC
will send periodically to Fund, or to where designated by the
Secretary or an Assistant Secretary of Fund, all books,
documents, and all records no longer deemed needed for current
purposes and beneficial interest certificates which have been
canceled in transfer or in exchange, upon the understanding that
such books, documents, records, and beneficial interest
certificates will not be destroyed by Fund without the consent of
IFTC (which consent will not be unreasonably withheld), but will
be safely stored for possible future reference.
-7-<PAGE>
17. PROVISIONS RELATING TO IFTC AS TRANSFER AGENT.
_____________________________________________
A. IFTC will make original issues of beneficial interest
certificates upon written request of an officer of Fund and
such other written documentation as IFTC deems necessary,
and receipt of necessary funds for the payment of any
original issue tax.
B. Before making any original issue of certificates Fund
will furnish IFTC with sufficient funds to pay all required
taxes on the original issue of the shares of beneficial
interest, if any. Fund will furnish IFTC such evidence as
may be required by IFTC to show the actual value of such
shares. If no taxes are payable IFTC will be furnished with
an opinion of outside counsel to that effect.
C. Shares of beneficial interest will be transferred and
new certificates issued in transfer, or shares of beneficial
interest accepted for redemption and funds remitted
therefor, upon surrender of the old certificates in form
deemed by IFTC properly endorsed for transfer or redemption
accompanied by such documents as IFTC may deem necessary to
evidence that authority of the person making the transfer or
redemption, and bearing satisfactory evidence of the payment
of any applicable transfer taxes. IFTC reserves the right
to refuse to transfer or redeem shares until it is satisfied
that the endorsement or signature on the certificate or any
other document is valid and genuine, and for that purpose it
may require a guaranty of signature by a financial
institution as permitted by the Fund's prospectus or as
otherwise required by applicable law. IFTC also reserves
the right to refuse to transfer or redeem shares until it is
satisfied that the requested transfer or redemption is
legally authorized, and it will incur no liability for the
refusal in good faith to make transfers or redemptions
which, in its judgment, are improper or unauthorized. IFTC
may, in effecting transfers or redemptions, rely upon
Simplification Acts or other statutes which protect it and
Fund in not requiring complete fiduciary documentation. In
cases in which IFTC is not directed or otherwise required to
maintain the consolidated records of shareholder's accounts,
IFTC will not be liable for any loss which may arise by
reason of not having such records, provided that such loss
could not have been prevented by the exercise of ordinary
diligence.
D. When mail is used for delivery of beneficial interest
certificates IFTC will forward certificates in
-8-<PAGE>
"nonnegotiable" form by first class or registered mail and
certificates in "negotiable" form by registered mail, all
such mail deliveries to be covered while in transit to the
addressee by insurance arranged for by IFTC.
18. IFTC will issue and mail subscription warrants, certificates
representing dividends, exchanges or split ups, or act as
Conversion Agent upon receiving written instructions from any
officer of Fund and such other documents as IFTC deems necessary.
A. IFTC will issue, transfer, and split up certificates
and will issue certificates of beneficial interest
representing full shares upon surrender of scrip
certificates aggregating one full share or more when
presented to IFTC for that purpose upon receiving written
instructions from an officer of Fund and such other
documents as IFTC may deem necessary.
B. IFTC may issue new certificates in place of
certificates represented to have been lost, destroyed,
stolen or otherwise wrongfully taken upon receiving
instructions from Fund and indemnity satisfactory to IFTC
and Fund, and may issue new certificates in exchange for,
and upon surrender of, mutilated certificates. Such
instructions from Fund will be in such form as will be
approved by the Trustees of Fund and will be in accordance
with the provisions of law and the bylaws of Fund governing
such matter.
C. IFTC will supply a shareholder's list to Fund for its
annual meeting upon receiving a request from an officer of
Fund. It will also supply lists at such other times as may
be requested by an officer of Fund.
D. Upon receipt of written instructions of an officer of
Fund, IFTC will address and mail notices to shareholders.
E. In case of any request or demand for the inspection of
the shareholder records of Fund or any other books in the
possession of IFTC, IFTC will endeavor to notify Fund and to
secure instructions as to permitting or refusing such
inspection. IFTC reserves the right, however, to exhibit
the shareholder records or other books to any person in case
it is advised by its counsel that it may be held responsible
for the failure to exhibit the shareholder records or other
books to such person.
F. In the event that any check or other order for the
payment of money is returned unpaid for any reason, IFTC
will: (i) within three days give written notice of such
return to the Fund or its designee; (ii) place a stop
transfer order against all Fund shares issued
-9-<PAGE>
in certificate form as a result of such check or order or
cancel the purchase of Fund shares issued in book-entry form
as a result of such check or order, (iii) take such other
steps as IFTC may, in its discretion, deem appropriate or as
the Fund or its designee may instruct.
G. Upon receipt of all necessary information and
documentation relating to a redemption, IFTC will issue to
the Fund's custodian an advice setting forth the number of
shares of the Fund received by IFTC for redemption. IFTC
shall, upon notification that the custodian has transferred
funds for the redemption of shares to a redemption account
at IFTC or at another bank, pay such moneys to the
shareholder, his authorized agent or legal representative.
H. IFTC is authorized to review and process transfers of
shares of the Fund and exchanges between the Fund and other
mutual funds for which IFTC acts as transfer agent as
permitted in the prospectus for the Fund, on the records of
the Fund maintained by IFTC. If shares to be transferred
are represented by outstanding certificates, IFTC shall,
upon surrender to it of the certificates in proper form for
transfer, and upon cancellation thereof, countersign and
issue new certificates for a like number of shares (if so
requested by the registered holder thereof) and deliver the
same. If the shares to be transferred are not represented
by outstanding certificates, IFTC shall upon an order
thereof by or on behalf of the registered holder thereof in
proper form, credit the same to the transferee on its books.
If shares are to be exchanged for shares of another mutual
fund, IFTC will process such shares exchanged in the same
manner as a redemption and sale of shares, except that it
may in its discretion waive requirements for information and
documentation.
I. Unless otherwise instructed by the Fund, IFTC shall
maintain records showing for each investor's account the
following: (i) names, addresses, tax identifying numbers
and assigned account numbers; (ii) numbers of shares held;
(iii) historical information regarding the account of each
shareholder, including dividends paid and date and price of
all transactions on a shareholder's account; (iv) any stop
or restraining order placed against a shareholder's account
or on lost and/or replaced certificates; (v) information
with respect to withholdings in the case of a foreign
account; (vi) any capital gain or dividend reinvestment
order, account application, dividend address and
correspondence relating to the current maintenance of a
shareholder's account; (vii) certificate numbers and
-10-<PAGE>
denominations for any shareholders holding certificates; and
(viii) any information required in order to permit the Fund
to confirm that IFTC has properly performed the calculations
contemplated or required by this Agreement.
J. IFTC will maintain records necessary to reflect the
crediting of dividends which are reinvested in shares of the
Fund.
K. IFTC will investigate all shareholder inquiries related
to shareholder accounts and respond promptly to
correspondence from shareholders.
L. If requested and as directed by the Fund, IFTC will
address and mail all communications to shareholders or their
nominees, including proxy material and periodic reports to
shareholders.
M. In connection with special and annual meetings of
shareholders, IFTC will prepare shareholder lists, mail and
certify as to the mailing of proxy materials, process and
tabulate returned proxy cards, report on proxies voted and
received by IFTC prior to meetings as stated in the proxy
statement, and certify to the Secretary of the Fund shares
to be voted at meetings.
N. In addition to the duties expressly provided for
herein, IFTC shall perform such other duties and functions
as are set forth in the Compensation and Expenses schedule
hereto from time to time.
19. PROVISIONS RELATING TO DIVIDEND DISBURSING AGENCY.
_________________________________________________
A. IFTC will maintain one or more deposit accounts as
Agent for the Fund, into which the funds for payment of
dividends, distributions, redemptions or other disbursements
provided for hereunder will be deposited, and against which
checks for the foregoing purposes will be drawn (Accounts).
Such Accounts may be maintained in IFTC's own banking
department, in State Street Bank and Trust Company, and in
such other banks or trust companies as may be designated by
IFTC and as properly authorized by resolution of the
Trustees of the Fund, such Accounts, however, to be in the
name of IFTC as agent of the Fund and subject only to its
draft or order.
B. Upon the receipt of proper instructions, as described
below, which may be continuing instructions when deemed
appropriate by the parties, IFTC shall pay out monies of the
Fund in such Accounts in the following cases only:
-11-<PAGE>
1. For the redemption of Fund shares according to the
Fund's then current prospectus;
2. For the payment of any dividends declared by the
Fund or other distributions to shareholders of the
Fund; and
3. For any other proper purpose, but only upon
receipt of proper instructions specifying the amount of
such payment, setting forth the purpose for which such
payment is to be made, declaring such purpose to be a
proper purpose, and naming the person or persons to
whom such payment is to be made.
IFTC shall disburse funds from such Accounts as directed
upon receipt of instructions from the Fund. All
instructions shall be given only by persons designated in
writing to IFTC by the Fund to be authorized to give
instructions to IFTC under this Agreement. Instructions may
be in writing executed by an authorized representative of
the Fund or, if IFTC reasonably believes such instructions
to be by an authorized representative of the Fund, via
telecommunications.
C. The Fund will promptly notify IFTC of the declaration
of any dividend or distribution. The Fund shall furnish to
IFTC a written document specifying the date of the
declaration of such dividend or distribution, the date of
payment thereof, the record date as of which shareholders
entitled to payment shall be determined, the amount payable
per share to shareholders of record as of that date, and the
total amount payable to IFTC on the payment date.
D. IFTC will, on or before the payable date of any
dividend or distribution, notify the Fund's custodian and
the Fund of the estimated amount of cash required to pay
said dividend or distribution. On or before the mailing
date of such dividend or distribution, Fund shall instruct
the custodian to place in a dividend disbursing account at
IFTC or another bank, funds equal to the cash amount to be
paid out. IFTC will calculate, prepare and mail checks to,
or (where appropriate) credit such dividend or distribution
to the account of, Fund shareholders, and maintain and
safeguard all required underlying records.
-12-<PAGE>
E. As directed by the Fund, IFTC shall prepare and mail to
each Fund shareholder such information with respect to each
dividend or distribution as is required by applicable
federal income tax laws and regulations and by the
Investment Company Act of 1940.
F. As directed by the Fund, IFTC shall file such
appropriate information returns concerning the payment of
dividends and capital gain distributions with the proper
federal authorities as are required by federal law to be
filed by the Fund and shall withhold such sums as are
required to be withheld by federal law.
G. IFTC will, at the expense of the Fund, provide a
special form of check containing the imprint of any device
or other matter desired by Fund. Such form of checks must,
however, be compatible with the equipment employed by IFTC
and its agents.
H. If the Fund desires to include additional printed
matter, financial statements, etc. with the dividend checks,
the same will be furnished to IFTC within a reasonable time
prior to the date of mailing of the dividend checks, at the
expense of the Fund.
I. If the Fund desires that its distributions be mailed in
any special form of envelopes, a sufficient supply of the
same will be furnished to IFTC, but the size and form of
said envelopes will be subject to the approval of IFTC. If
stamped envelopes are used, they must be furnished by Fund
or, if postage stamps are to be affixed to the envelopes,
the stamps or the cash necessary for such stamps must be
furnished by the Fund prior to mailing.
J. IFTC is authorized and directed to stop payment of
checks theretofore issued hereunder, but not presented for
payment, when the payees thereof allege either that they
have not received the checks or that such checks have been
mislaid, lost, stolen, destroyed or through no fault of
theirs, are otherwise beyond their control, and cannot be
produced by them for presentation and collections, and, to
issue and deliver duplicate checks in replacement thereof
upon receipt of properly executed affidavits.
20. ASSUMPTION OF DUTIES BY THE FUND. The Fund may assume
________________________________ certain duties and
responsibilities of IFTC or those usual and ordinary services of
Transfer Agent and Dividend Disbursement Agent as those terms are
referred to in Section 3.E of this Agreement including but not
limited to accepting shareholder instructions and transmitting
orders based on such instructions to IFTC, preparing and mailing
confirmations, obtaining certified TIN numbers, and disbursing
-13-<PAGE>
monies of the Fund. To the extent the Fund or its agent or
affiliate assumes such duties and responsibilities, IFTC
shall be relieved from all responsibility and liability
therefor.
21. TERMINATION OF AGREEMENT.
________________________
A. This Agreement may be terminated by either party upon
receipt of sixty (60) days written notice from the other
party.
B. Fund, in addition to any other rights and remedies,
shall have the right to terminate this Agreement forthwith
upon the occurrence at any time of any of the following
events:
(1) Any interruption or cessation of operations by
IFTC or its assigns which materially interferes with
the business operation of Fund;
(2) The bankruptcy of IFTC or its assigns or the
appointment of a receiver for IFTC or its assigns;
(3) Any merger, consolidation or sale of substantially
all the assets of IFTC or its assigns;
(4) The acquisition of a controlling interest in IFTC
or its assigns, by any broker, dealer, investment
adviser or investment company except as may presently
exist; or
(5) Failure by IFTC or its assigns to perform its
duties in accordance with the Agreement, which failure
materially adversely affects the business operations of
Fund and which failure continues for thirty (30) days
after receipt of written notice from Fund; or
(6) The Fund does not receive shareholder approval to
enter into an investment advisory agreement with Berger
Associates, Inc. and a sub-advisory agreement with
Perkins, Wolf, McDonnell & Company on or before
February _____, 1997.
C. In the event of termination, Fund will promptly pay
IFTC all amounts due to IFTC hereunder.
D. In the event of termination, IFTC will use its best
efforts to transfer the books and records of the Fund to the
designated successor transfer agent and to provide other
information relating to its service provided hereunder for
reasonable compensation therefor.
-14-<PAGE>
22. ASSIGNMENT. Neither this Agreement nor any rights or
__________ obligations hereunder may be assigned by IFTC
without the written consent of Fund; provided, however, no
assignment will relieve IFTC of any of its obligations hereunder.
IFTC may, however, employ agents to assist it in performing its
duties hereunder. This Agreement will inure to the benefit of
and be binding upon the parties and their respective successors
and assigns.
23. CONFIDENTIALITY.
_______________
A. IFTC agrees that, except as provided in the last
sentence of Section 17.J hereof, or as otherwise required by
law, IFTC will keep confidential all records of and
information in its possession relating to Fund or its
shareholders or shareholder accounts and will not disclose
the same to any person except at the request or with the
consent of Fund.
B. Fund agrees to keep confidential all financial
statements and other financial records (other than
statements and records relating solely to Fund's business
dealings with IFTC) and all manuals, systems and other
technical information and data, not publicly disclosed,
relating to IFTC's operations and programs furnished to it
by IFTC pursuant to this Agreement and will not disclose the
same to any person except at the request or with the consent
of IFTC.
C. The Fund acknowledges that IFTC and DST Systems, Inc.
(DST) have proprietary rights in and to the computerized
data processing recordkeeping system used by IFTC to perform
services hereunder including, but not limited to the
maintenance of shareholder accounts and records, processing
of related information and generation of output (the MFS
System), including, without limitation any changes or
modifications of the MFS System and any other IFTC or DST
programs, data bases, supporting documentation, or
procedures ("collectively IFTC Protected Information") which
the Fund's access to the MFS System or computer hardware or
software may permit the Fund or its employees or agents to
become aware of or to access and that the IFTC Protected
Information constitutes confidential material and trade
secrets of IFTC. The Fund agrees to maintain the
confidentiality of the IFTC Protected Information. The Fund
acknowledges that any unauthorized use, misuse, disclosure
or taking of IFTC Protected Information which is
confidential as provided by law, or which is a trade secret,
residing or existing internal or
-15-<PAGE>
external to a computer, computer system, or computer
network, or the knowing and unauthorized accessing or
causing to be accessed of any computer, computer system, or
computer network, may be subject to civil liabilities and
criminal penalties under applicable state law. The Fund
will advise all of its employees and agents who have access
to any IFTC Protected Information or to any computer
equipment capable of accessing IFTC or DST hardware or
software of the foregoing. IFTC and DST are intended to be,
and shall be, third party beneficiaries of the Fund's
obligations and undertakings contained in this Section.
24. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All
__________________________________________ representations
and warranties by either party herein contained will survive the
execution and delivery of this Agreement.
25. LIMITATION OF LIABILITY. Notice is hereby given that the
_______________________ Fund is a business trust organized
under the laws of the Commonwealth of Massachusetts pursuant to a
Declaration of Trust filed in the office of the Secretary of
State of the Commonwealth of Massachusetts. All parties to this
Agreement acknowledge and agree that the Fund is a series Fund
and all debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular
series shall be enforceable against the assets held with respect
to such series only, and not against the assets of the Fund
generally or against the assets held with respect to any other
series and further that no trustee, officer or holder of shares
of beneficial interest of the Fund shall be personally liable for
any of the foregoing.
26. MISCELLANEOUS.
_____________
A. This Agreement is executed and delivered in the State
of Missouri and shall be governed by the laws of said state.
B. All the terms and provisions of this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by
the respective successors and assigns of the parties hereto.
C. No provisions of the Agreement may be amended or
modified, in any manner except by a written agreement
properly authorized and executed by both parties hereto.
-16-<PAGE>
D. The captions in this Agreement are included for
convenience of reference only, and in no way define or
delimit any of the provisions hereof or otherwise affect
their construction or effect.
E. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original
but all of which together shall constitute one and the same
instrument.
F. If any part, term or provision of this Agreement is by
the courts held to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall
be considered severable and not be affected, and the rights
and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular
part, term or provision held to be illegal or invalid.
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed by their respective duly authorized officers.
INVESTORS FIDUCIARY TRUST COMPANY
By: ______________________________
Allen R. Strain, Executive
Vice President
BERGER OMNI INVESTMENT TRUST
By:________________________________
Title: ___________________________
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</TEXT
EXHIBIT 15
RULE 12b-1 PLAN FOR
THE INVESTOR SHARES OF THE
BERGER SMALL CAP VALUE FUND
1. The Plan. The Trustees of Berger Omni Investment
-------- Trust, a Massachusetts business trust (the
"Trust"), have adopted this Rule 12b-1 Plan (the "Plan") pursuant
to the terms of Rule 12b-1 under the Investment Company Act of
1940, as amended (the "Act"), with respect to the class of shares
designated as Investor Shares of the Trust's series known as the
Berger Small Cap Value Fund (the "Fund"). In accordance with the
terms of this Plan, the Trust may act as a "distributor" (as that
term is used in said Rule 12b-1) of the Investor Shares of the
Fund.
2. Authorized Payments. During each fiscal year of the
------------------- Fund, the Trust is hereby
authorized to pay out of the assets of the Fund on a monthly
basis, an amount computed at an annual rate of twenty-five one-
hundredths of one percent (.25%) of the average daily net assets
of the Fund represented by Investor Shares ("12b-1 Payments"), to
Berger Associates, Inc. ("Berger Associates") to finance
activities primarily intended to result in the sale of the Fund's
Investor Shares, which shall include, but not be limited to:
payments made to, and costs incurred by, the Fund's principal
underwriter in connection with the distribution of the Fund's
Investor Shares, including payments made to and expenses of
officers and registered representatives of Berger Distributors,
Inc.; 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 the
Fund's Investor Shares, such as answering routine telephone
inquiries and processing prospective investor requests for
information; compensation paid to securities dealers, financial
institutions and other organizations which render distribution
and administrative services in connection with the distribution
of the Fund's Investor Shares, including services to shareholders
of the Investor Shares of the Fund 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 Investor Shares of the
Fund; costs involved in preparing, printing and distributing
sales literature for Investor Shares of the Fund; costs involved
in obtaining whatever information, analyses and reports with
respect to marketing and promotional activities on behalf of the
Fund relating to its Investor Shares that Berger Associates deems
advisable; and such other costs relating to the Investor Shares
of the Fund as the Trust may from time to time reasonably deem
necessary or appropriate in order to finance activities primarily
intended to result in the sale of Investor Shares. 12b-1
Payments shall be made by the Trust 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; i.e., if distribution expenditures incurred by Berger
Associates are less than the total of such 12b-1 Payments in such
year, the difference shall not be reimbursed to the Trust by
Berger Associates, and if distribution expenditures incurred by
Berger Associates are more than the total of such 12b-1 Payments,
the excess shall not be reimbursed to Berger Associates by the
Trust. 12b-1 Payments made pursuant to this Plan shall be
-1-<PAGE>
imposed only against the assets of the Fund represented by
Investor Shares.
3. Trustee Approval. This Plan shall not take effect
---------------- until it has been approved, together
with any related agreements, by votes of a majority of both
(a) the Trustees of the Trust and (b) those Trustees of the Trust
who are not "interested persons" of the Trust or the Fund (as
defined in the Act) and have no direct or indirect financial
interest in the operation of this Plan or any agreements related
to it (the "Rule 12b-1 Trustees"), cast in person at a meeting
(or meetings) called for the purpose of voting on this Plan and
such related agreements.
4. Annual Reapproval. Unless sooner terminated pursuant
----------------- to paragraph 5, this Plan shall
continue in effect for so long as such continuance is
specifically approved at least annually in the manner provided
for approval of this Plan in paragraph 3.
5. Termination of Plan. This Plan may be terminated at
------------------- any time by a vote of a majority of
the Rule 12b-1 Trustees, or by vote of a majority of the Fund's
outstanding Investor Shares.
6. Amendments. This Plan may not be amended to increase
---------- materially the amount of distribution
expenses provided for in paragraph 2 hereof without approval of
the holders of Investor Shares as provided in Rule 12b-1 under
the Act (or any successor provision), and no material amendment
to the Plan shall be made unless approved in the manner provided
for approval of this Plan in paragraph 3 hereof.
7. Quarterly Reports. Any person authorized to direct the
----------------- disposition of monies paid or payable
by the Trust pursuant to this Plan or any related agreements
shall provide to the Trustees of the Trust, and the Trustees
shall review at least quarterly, a written report of the amounts
so expended and the purposes for which such expenditures were
made. Unless directed otherwise by the Trustees with respect to
a particular expenditure or type of expenditure, any expenditure
made by Berger Associates which jointly promotes the sale of
Investor Shares of the Fund and the sale of other classes of
shares or shares of other investment companies for which Berger
Associates or its affiliate serves as investment adviser or
administrator, and which expenditures are not readily
identifiable as related to the Investor Shares of the Fund or one
or more of such other classes or investment companies, shall be
allocated to the Investor Shares of the Fund and such other
classes or other investment companies on a basis such that the
Investor Shares of the Fund will be allocated only their
proportional share of such expenditures based upon the relative
net assets of the Fund represented by Investor Shares as compared
to the net assets of such other classes and all such other
investment companies thus promoted.
8. Selection and Nomination of Trustees. While this Plan
------------------------------------ is in effect, the
selection and nomination of Trustees of the Trust who are not
interested persons (as defined in the Act) of the Fund shall be
committed to the discretion of the Trustees who are not
interested persons of the Fund.
9. Records. The Trust shall preserve copies of this Plan
------- and any related agreements and all reports made
pursuant to paragraph 7 hereof for a period of not less than six
-2-<PAGE>
years from the date of this Plan, or the agreements or such
reports, as the case may be, and shall preserve the Plan,
agreement or report the first two years in an easily accessible
place.
10. Limitation on Personal Liability. NOTICE IS HEREBY
-------------------------------- GIVEN that the Trust
is a business trust organized under the laws of the Commonwealth
of Massachusetts pursuant to a Declaration of Trust filed in the
office of the Secretary of State of the Commonwealth of
Massachusetts. This Plan was executed by the person whose name
is set forth below as an officer of the Trust and not
individually. The Trust is a series trust and all debts,
liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular series shall be
enforceable against the assets held with respect to such series
only, and not against the assets of the Trust generally or
against the assets held with respect to any other series and
further that no trustee, officer or holder of shares of
beneficial interest of the Trust shall be personally liable for
any of the foregoing.
IN WITNESS WHEREOF, the adoption of this Rule 12b-1 Plan by
the Trustees of the Trust with respect to the Investor Shares of
the Fund is hereby confirmed as of the day and year set forth
below.
BERGER OMNI INVESTMENT TRUST
with respect to the series known as
the Berger Small Cap Value Fund
Date: ______________, 1997 By_________________________
Gerard M. Lavin, President
-3-
EXHIBIT 18
RULE 18f-3 PLAN FOR
MULTIPLE CLASSES OF SHARES OF THE
BERGER SMALL CAP VALUE FUND
1. Introduction. The Trustees of Berger Omni Investment
------------ Trust, a Massachusetts business trust (the
"Trust"), have adopted this Rule 18f-3 Plan (the "Plan") pursuant
to the terms of Rule 18f-3 under the Investment Company Act of
1940, as amended (the "Act"), with respect to the shares of the
Trust's series known as the Berger Small Cap Value Fund (the
"Fund"). In accordance with the terms of this Plan, the Trust
may offer from time to time multiple classes of shares of the
Fund.
2. Class Characteristics. Except as otherwise provided in
--------------------- this Plan, each share of a class
will represent an identical interest in the investment portfolio
of the Fund and shall have identical voting, dividend,
liquidation and other rights and obligations as each other class.
3. Class Designations. The Fund shall initially issue two
------------------ classes of shares, consisting of
Institutional Shares and Investor Shares. Institutional Shares
shall be offered at their net asset value, without any initial
sales charge, and shall not bear any expenses of distribution.
Investor Shares shall be offered at their net asset value,
without any initial sales charge, and shall bear the expense of
distribution provided in a separate Rule 12b-1 plan adopted with
respect to such class. Each class is subject to such investment
minimums and other conditions of eligibility as are set forth in
the prospectus for such class, as it may be amended from time to
time. 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.
4. Allocations of Income and Expenses. The gross income,
---------------------------------- realized and
unrealized capital gains and losses and expenses (other than
"Class Expenses," as defined below) of the Fund shall be
allocated to each class on the basis of the net asset value of
the Fund attributable to shares of that class relative to the net
asset value of the Fund as a whole. Expenses to be so allocated
shall include expenses of the Fund that are not attributable to a
particular class but are allocated to the Fund, including but not
limited to Trustees' fees, insurance costs and certain legal
fees. "Class Expenses" shall include (a) payments made pursuant
to a Rule 12b-1 plan adopted with respect to a particular class,
and fees and expenses of other arrangements for shareholder
services or the distribution of shares adopted with respect to a
particular class; (b) payments of fees and expenses made for
transfer agency and dividend disbursing agency services incurred
with respect to a particular class; (c) expenses related to
preparing, printing and distributing materials such as
shareholder reports, prospectuses and proxy statements to current
shareholders of a specific class; (d) expenses of administrative
personnel and services required to support shareholders of a
specific class (including, but not limited to, maintaining
telephone lines and personnel to answer shareholder inquiries
about their accounts or about the Fund); (e) SEC, Blue Sky or
-1-<PAGE>
foreign registration or other fees incurred with respect to a
specific class; (f) litigation or other legal expenses relating
to a specific class; (g) fees or expenses of the Trustees of the
Trust and of counsel and consultants to the Trustees, incurred as
a result of issues relating to a specific class; (h) accounting
and consulting expenses relating to a specific class; and (i) any
other expenses that are actually incurred in a different amount
by a particular class or that vary by class as a result of
services received by a particular class of a different kind or to
a different degree than other classes and are classified by the
Trustees of the Trust as Class Expenses; provided that in no
event shall Class Expenses include advisory or custodial fees,
tax return preparation fees or other expenses related to the
management of the Fund's assets.
Class Expenses shall be separately allocated to the class
that incurred such expense.
5. Voting Rights. Each class of shares shall have
------------- exclusive voting rights as a class on any
matter submitted to shareholders of the Fund that relates solely
to such class or to any 12b-1 plan adopted with respect to such
class, or to the arrangements contained in this Plan concerning
allocation of expenses to such class. Each class shall have
separate voting rights as a class on any matter submitted to
shareholders of the Fund in which the interest of one class
differs from the interest of any other class.
6. Dividends and Other Distributions. To the extent any
--------------------------------- dividends are paid or
other distributions are made by the Fund with respect to its
shares, such dividends and distributions shall be calculated with
respect to each class in the same manner, at the same time and
shall be in the same amount, except that any payments under a
Rule 12b-1 plan adopted with respect to a class of shares and any
Class Expenses relating to a class shall be borne exclusively by
that class.
7. Waivers or Reimbursements of Expenses. Expenses may be
------------------------------------- waived or
reimbursed by the Fund's advisor, underwriter or any other
provider of services to the Fund.
8. Exchange Privileges. Shareholders of any class of the
------------------- Fund may exchange their shares for
shares of any other fund made available by the Fund's advisor or
distributor for this purpose, with no sales charge, on the basis
of relative net asset value, subject to any investment minimums
and other conditions of eligibility as are set forth in the then
current prospectus of the fund into which the shareholder wishes
to exchange.
9. Conversion Feature. There shall be no conversion
------------------ feature associated with the
Institutional Shares or the Investor Shares of the Fund, except
that shareholders of any class of the 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.
10. Trustee Monitoring. On an ongoing basis, the Trustees
------------------ shall monitor the Fund for the
existence of any material conflicts between the interests of the
various classes of shares of the Fund. The Trustees, including a
majority of the Trustees who are not "interested persons" of the
Fund or its advisor, as defined in the Act (the "Independent
Trustees"), shall <PAGE>
take such action as is reasonably necessary to reconcile fairly
any such conflict that may develop. The Fund's advisor and its
distributor shall be responsible for alerting the Trustees to any
material conflicts of which they become aware. The Trustees
shall further monitor on an ongoing basis the use of any waivers
or reimbursements by the advisor or distributor of expenses to
guard against cross-subsidization between classes. If an
irreconcilable conflict arises, the advisor and the distributor,
at their own cost, shall remedy such conflict by appropriate
action, up to and including establishing one or more new series
or funds.
11. Reports. At least annually, the Trustees shall receive
------- a report with respect to the methodology and
procedures for calculating the net asset value, dividends and
distributions for the various classes of the Fund, and the proper
allocation of income and expenses among the classes. The report
to the Trustees shall also address whether the Fund has adequate
facilities in place to ensure the implementation of the
methodology and procedures for proper calculation of the net
asset value, dividends and distributions for the classes, and the
proper allocation of income and expense among the classes.
12. Amendments. This Plan may be amended from time to time
---------- in accordance with the provisions and
requirements of Rule 18f-3 under the Act.
13. Limitation on Personal Liability. NOTICE IS HEREBY
-------------------------------- GIVEN that the Trust
is a business trust organized under the laws of the Commonwealth
of Massachusetts pursuant to a Declaration of Trust filed in the
office of the Secretary of State of the Commonwealth of
Massachusetts. This Plan was executed by the person whose name
is set forth below as an officer of the Trust and not
individually. The Trust is a series trust and all debts,
liabilities, obligations and expenses incurred, contracted for or
otherwise existing with respect to a particular series shall be
enforceable against the assets held with respect to such series
only, and not against the assets of the Trust generally or
against the assets held with respect to any other series and
further that no trustee, officer or holder of shares of
beneficial interest of the Trust shall be personally liable for
any of the foregoing.
IN WITNESS WHEREOF, the adoption of this Rule 18f-3 Plan by
the Trustees of the Trust with respect to the Fund is hereby
confirmed as of the day and year set forth below.
BERGER OMNI INVESTMENT TRUST
with respect to the series known as
the Berger Small Cap Value Fund
Date: _______________, 1997 By _______________________
Gerard M. Lavin, President
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