OMNI INVESTMENT FUND, 485BPOS, 1997-02-05

OMNI INVESTMENT FUND
485BPOS, 1997-02-05

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AS FILED ON FEBRUARY 5, 1997
As filed with the Securities and Exchange Commission
on February 5, 1997

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. 12 [X]

and

REGISTRATION STATEMENT [X]
UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 12 [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).

[X] On February 14, 1997 pursuant to paragraph (b).

[ ] 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. The Securities and Exchange Commission maintains
an Internet Web site (http://www.sec.gov) that contains the
Statement of Additional Information, material incorporated by
reference and other information regarding the Fund.

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<PAGE>
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% | 0.77% | 1.92% |
| - Investor 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 | $20 | $60 | $104 | $224 |
| - 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 Berger Small Cap Value Fund (formerly The Omni
Investment 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 $14.57 $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) .12 0.09 (.01) .03 .09 .14 .28 .23 .24 .21

Net realized and unrealized
gain (loss) on investments 3.62 3.23 .91 2.14 2.14 2.16 (2.95) 2.71 1.77 (.29)
----- ----- ----- ----- ----- ---- ----- ---- ----- -----

Total from investment
operations 3.74 3.32 .90 2.17 2.23 2.30 (2.67) 2.94 2.01 (.08)
----- ----- ----- ----- ----- ---- ----- ---- ----- -----

DIVIDENDS

Dividends from net
investment income (.11) (0.09) 0 (.03) (.10) (.14) (.29) (.22) (.24) (.20)

Dividends from net realized gain
on investments (1.72) (1.41) (2.14) (1.54) (.13) 0 0 (1.74) (.62) (.99)
------ ----- ----- ----- ----- ----- ----- ---- ----- -----

Total dividends (1.83) (1.50) (2.14) (1.57) (.23) (.14) (.29) (1.96) (.86) (1.19)
------ ---- ---- ---- ---- ---- ---- --- ---- ----

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

NET ASSET VALUE AT END
OF PERIOD $16.48 $14.57 $12.75 $13.99 $13.39 $11.39 $ 9.23 $12.19 $11.21 $10.06
===== ===== ===== ===== ===== ===== ===== ==== ===== =====

TOTAL RETURN (%): 25.58 26.07 6.74 16.25 19.59 25.01 (21.94) 26.44 20.09 (0.68)
===== ===== ===== ===== ===== ===== ===== ===== ===== ====

Ratios to average net assets (%)

Expenses 1.48 1.64 1.43 1.31 1.41 1.52 1.84 1.78 1.44 1.69<F3>

Net investment income (loss) .69 0.64 (.04) .18 .73 1.24 2.34 1.85 2.33 1.87<F3>

Portfolio turnover rate (%) 69 90 125 108 105 130 146 118 103 189

Average commission rate .1015 N/A N/A N/A N/A N/A N/A N/A N/A N/A

Total net assets at end of
period (in thousands) 36,041 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

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.

-6-<PAGE>
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.

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

-7-<PAGE>
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 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

-8-<PAGE>
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 87% 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, 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 advisor 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

-9-<PAGE>
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, 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.

-10-<PAGE>
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 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

-11-<PAGE>
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.

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.

-12-<PAGE>
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 $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.

-13-<PAGE>
(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.

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

-14-<PAGE>
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 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,

-15-<PAGE>
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 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

-16-<PAGE>
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.

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.

-17-<PAGE>
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 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

-18-<PAGE>
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.

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.

-19-<PAGE>
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 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.

-20-<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).

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.

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

-21-<PAGE>

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 1-800-706-0539.

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.

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 Russell 2000 Value Index, the Standard & Poor's 600 Small Cap
Index, the Standard & Poor's/BARRA Value 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.

-22-<PAGE>
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 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% | 0.37% | 1.27% |
| - 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 | $13 | $40 | $70 | $153 |
| - Institutional Shares | | | | |
======================================================================

-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 Berger Small Cap Value Fund (formerly The
Omni Investment 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 $14.57 $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) .12 0.09 (.01) .03 .09 .14 .28 .23 .24 .21

Net realized and unrealized
gain (loss) on investments 3.62 3.23 .91 2.14 2.14 2.16 (2.95) 2.71 1.77 (.29)
---- ----- ----- ----- ----- ---- ----- ---- ----- -----

Total from investment
operations 3.74 3.32 .90 2.17 2.23 2.30 (2.67) 2.94 2.01 (.08)
---- ----- ----- ----- ----- ---- ----- ---- ----- -----

DIVIDENDS

Dividends from net
investment income (.11) (0.09) 0 (.03) (.10) (.14) (.29) (.22) (.24) (.20)

Dividends from net realized gain
on investments (1.72) (1.41) (2.14) (1.54) (.13) 0 0 (1.74) (.62) (.99)
---- ----- ----- ----- ----- ----- ----- ---- ----- -----

Total dividends (1.83) (1.50) (2.14) (1.57) (.23) (.14) (.29) (1.9) (.86) (1.19)
---- ---- ---- ---- ---- ---- ---- --- ---- ----

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

NET ASSET VALUE AT END
OF PERIOD $16.48 $14.57 $12.75 $13.99 $13.39 $11.39 $ 9.23 $12.19 $11.21 $10.06
===== ===== ===== ===== ===== ===== ===== ===== ===== =====

TOTAL RETURN (%): 25.58 26.07 6.74 16.25 19.59 25.01 (21.94) 26.44 20.09 (0.68)
===== ===== ===== ===== ===== ===== ===== ==== ===== =====

Ratios to average net assets (%)

Expenses 1.48 1.64 1.43 1.31 1.41 1.52 1.84 1.78 1.44 1.69<F3>

Net investment income (loss) .69 0.64 (.04) .18 .73 1.24 2.34 1.85 2.33 1.87<F3>

Portfolio turnover rate (%) 69 90 125 108 105 130 146 118 103 189

Average commission rate .1015 N/A N/A N/A N/A N/A N/A N/A N/A N/A

Total net assets at end of
period (in thousands) 36,041 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:

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.

-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

-6-<PAGE>
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.

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

-7-<PAGE>
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.

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 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 ADVISOR

-8-<PAGE>
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 SUB-ADVISOR

-9-<PAGE>
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

7. EXPENSES OF THE FUND

-10-<PAGE>
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.

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.

-11-<PAGE>
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:

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 1-800-960-8427 for
current wire or electronic funds transfer instructions. The following
information may be requested: name of authorized person; shareholder
name; shareholder account number; name of Fund; amount being wired or
transferred; and name of wiring or transferring bank.

BY MAIL. Alternatively, payment for shares purchased may be
made by mail, so long as payment is accompanied or preceded by a
completed account application. Payment should be made by check or
money order drawn on a United States bank and made payable to the
"Berger Funds". 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

-12-<PAGE>
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.

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.

-13-<PAGE>
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 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.

-14-<PAGE>

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

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

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

-15-<PAGE>
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 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

-16-<PAGE>
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 1-800-960-8427,
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 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.

-17-<PAGE>

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 1-800-960-8427.

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 1-800-960-8427.

14. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT

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

-18-<PAGE>
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).

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

-19-<PAGE>

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 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.

16. PERFORMANCE

-20-<PAGE>
Nasdaq Composite Index, or more narrowly-based indices which reflect
the market sectors in which the Fund invests.

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 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.

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 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

-1-<PAGE>
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). 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

-2-<PAGE>
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.

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

-3-<PAGE>
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 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

-4-<PAGE>
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.

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.

-5-<PAGE>
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 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

-6-<PAGE>
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:

(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-<PAGE>
(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");

(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)

-8-<PAGE>
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.

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 and Berger Investment Portfolio Trust, and
President and a director of Berger 100 Fund and Berger
Growth and Income Fund, 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

-9-<PAGE>
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
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

-10-<PAGE>
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,
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

-11-<PAGE>
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.

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 $4,350.

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.

-12-
<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* $45,000
William M.B. Berger(3),(5) $0* $ 0
Louis R. Bindner(3) $0* $36,000
Katherine A. Cattanach(3) $0* $43,500
Lucy Black Creighton(3) $0* $36,000
Paul R. Knapp(3) $0* $45,000
Gerard M. Lavin(4),(5) $0* $ 0
Harry T. Lewis(3) $0* $40,500
Michael Owen(3) $0* $55,000
William Sinclaire(3) $0* $34,500

* 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: $1,650; John R. Hall $1,050; Keith
L. Cook $1,650.

(1) Directors/trustees who are not interested persons of Berger
Associates received as a group compensation from the Berger Funds of
approximately $335,500 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 $3,375; Louis R. Bindner $22,500; Katherine A. Cattanach
$43,500; Lucy Black Creighton $26,981; Michael Owen $10,992; William
Sinclaire $14,250.

(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.

-13-<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 87% 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.

-14-<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.

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

-15-<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

-16-<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

-17-<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

-18-<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.

-19-<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 325,488
____________________

(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

-20-<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 Paid to
December 31 PWM

1996 $ 306,562
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.

-21-<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

-22-<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.

-23-<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.

-24-<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.

-25-<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

-26-<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.

-27-<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.

-28-<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.

-29-<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-year, 3-year and 5-year periods ending December 31,
1996, and for the period from October 21, 1987 (date of first public
offering) through December 31, 1996, the average annual total returns
for the Fund were 25.58%, 19.11%, 18.63% and 14.41%, respectively.
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
______________________

-30-<PAGE>
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 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

-31-<PAGE>
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 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 eligible for sale 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 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.

-32-<PAGE>
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 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 24, 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.

-33-<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.

-34-<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.

-35-<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.

-36-
<PAGE>
BERGER SMALL CAP VALUE FUND
INSTITUTIONAL SHARES

STATEMENT OF ADDITIONAL INFORMATION

SHAREHOLDER SERVICES: 1-800-960-8427

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.

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 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.

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

-2-<PAGE>
are acknowledged, it is expected that they can be controlled through
careful monitoring procedures.

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

-3-<PAGE>
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 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.

-4-<PAGE>
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.

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.

-5-<PAGE>
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.

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 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

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:

(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;

-8-<PAGE>
(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;

(16) Invest in oil, gas or mineral leases;

(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)

-9-<PAGE>
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.

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.

-9-<PAGE>
Asset Management Co. (money management) from January 1990 to
February 1992.

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
funds Trust, Berger/BIAM WorldwidePortfolios Trust and
Berger Omni Investment Trust.

-10-<PAGE>
Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios
Trust and Berger Omni Investment Trust.

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

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

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 $4,350.

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.

-12-<PAGE>

NAME AND POSITION AGGREGATE AGGREGATE
WITH BERGER FUNDS COMPENSATION FROM COMPENSATION(1)
THE FUND FROM
ALL BERGER FUNDS(2)

(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.

-13-<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 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 87% 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.

-14-<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.

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

OTHER ARRANGEMENTS BETWEEN THE ADVISOR AND SUB-ADVISOR

TRADE ALLOCATIONS

Investment decisions for the Fund and other accounts advised by
the Advisor are made independently with a view to

RESTRICTIONS ON PERSONAL TRADING

5. Expenses 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.

-18-<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.

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.

-19-<PAGE>
Advisory Agreement. The administrative services fees may be changed
by the trustees without shareholder approval.

Fiscal Year
Ended Advisory
December 31, Fee(1)
________________ ___________

1994 $ 168,271
1995 275,236
1996 325,488
____________________

(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
___________

6. Brokerage Policy
________________

-20-<PAGE>
BROKERAGE COMMISSIONS
_____________________

Fiscal Year Ended Paid to
December 31 PWM
________________ ___________

1996 $ 306,562
1995 $ 342,121
1994 $ 229,459

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

-21-<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.

7. How To Purchase 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. 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

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

-22-<PAGE>
Investment Plan, subsequent purchases by shareholders must be in the
minimum amount of $1,000.

8. Net Asset Value
_______________

-23-<PAGE>
9. Income Dividends, Capital Gains
Distributions and Tax Treatment
_______________________________

10. Suspension of Redemption Rights
_______________________________

11. Plans and Programs
------------------

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,

-25-<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 1-800-960-8427.

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 1-800-960-8427. 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.

-26-<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.

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.

-27-<PAGE>
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 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.

-28-<PAGE>
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 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 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

-29-<PAGE>
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 24, 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.

-30-
<PAGE>
APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

CORPORATE BOND RATINGS

-31-<PAGE>
KEY TO MOODY'S CORPORATE RATINGS

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

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

-32-<PAGE>
C-Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

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

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

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

-33-
<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 24,
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 Schedule A of PWM's Form ADV (File No. 801-19974), as filed
with the Securities and Exchange Commission on July 28, 1994, and in
Schedules D of PWM's Form ADV, as filed with the Securities and
Exchange Commission on March 24, 1986, and April 2, 1990, 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 or soon after
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.

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 certifies that it
meets all of the requirements for effectiveness of this Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and
has duly caused this Post-Effective Amendment No. 12 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 31st day of January, 1997.

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. 12 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 January 20, 1997
_________________________

Treasurer (Principal
Financial and
Accounting Officer)
Gregory E. Wolf and Trustee January 20, 1997
_________________________

Burt W. Engelberg Trustee January 22, 1997
________________________

John R. Hall Trustee January 22, 1997
________________________

Keith L. Cook Trustee January 17, 1997
________________________

C-5<PAGE>
THE OMNI INVESTMENT FUND
EXHIBIT INDEX

N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
_____________ __________ __________________________

(1) Exhibit 1 Amended and Restated
Declaration of Trust
(1) Exhibit 2 Bylaws
Exhibit 3 Not applicable
Exhibit 4 Not applicable
(1) Exhibit 5.1 Form of Investment Advisory
Agreement between the Trust
and Berger Associates, Inc.
(1) Exhibit 5.2 Form of Sub-Advisory
Agreement between Berger
Associates, Inc. and Perkins,
Wolf, McDonnell & Co.
(1) Exhibit 6 Form of Distribution
Agreement between the Trust
and Berger Distributors, Inc.
Exhibit 7 Not applicable
(1) Exhibit 8 Form of Custody Agreement
between IFTC and the Trust
* Exhibit 9.1.1 EX-99.B9.1.1 New Account Application
* Exhibit 9.1.2 EX-99.B9.1.2 Institutional Account
Application
(1) Exhibit 9.2 Form of Administrative
Services Agreement for Berger
Small Cap Value Fund
(1) Exhibit 9.3 Form of Recordkeeping and
Pricing Agent Agreement
between IFTC and the Trust
(1) Exhibit 9.4 Form of (Transfer) Agency
Agreement between IFTC and
the Trust
(2) Exhibit 10 Opinion and consent of
Counsel
* Exhibit 11 EX-99.B11 Consent of Ernst & Young LLP
Exhibit 12 Not applicable
(2) Exhibit 13 Investment Letters from
Initial Stockholders
* Exhibit 14.1 EX-99.B14.1 Individual Retirement Account
Application and Related
Documents
(3) Exhibit 14.2 Investment Company Institute
Prototype Money Purchase
Pension and Profit Sharing

C-6<PAGE>

Plan Basic Document #01 and
Related Documents
(3) Exhibit 14.3 403(b)(7) Plan Custodial
Account Agreement and Related
Documents
(1) Exhibit 15 Rule 12b-1 Plan for Berger
Small Cap Value Fund Investor
Shares
(2) Exhibit 16 Schedule for Computation of
Performance Data
* Exhibit 17 EX-27 Financial Data Schedule for
The Omni Investment Fund
(1) Exhibit 18 Rule 18f-3 Plan for the
Berger Small Cap Value Fund

___________________________

* Filed herewith.
(1) Previously filed with Post-Effective Amendment No. 11 to
Registrant's Registration Statement on Form N-1A, filed
December 16, 1996, and incorporated herein by reference.
(2) 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.
(3) 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 9.1.1

NEW ACCOUNT APPLICATION
The Berger Funds

PID # ____________________For assistance call: (800) 551-5849

STEP1 REGISTER YOUR ACCOUNT (Please choose one)

Please type or print clearly.
(BOX) Individual Account Your Name: First Middle
Last Your Social Security Number

(BOX) Joint Owner Joint Owner's Name: First
Middle Last

(BOX) Gift/Transfer to Minor
(List one name only for each line.)

Custodian's Name: First Middle
Last

Minor's Social Security Number

Minor's Name: First Middle
Last

under the (State) Uniform Gifts/Transfers to Minors Act

(BOX) Trust Trustee(s)'s Name Date of Trust

Name of Trust Agreement Trust's Taxpayer
Identification Number

(BOX) Corporation/Other
(Please include a corporate resolution.) Name of
Corporation
or Other Entity Taxpayer Identification Number

Type of Entity

STEP2 YOUR MAILING ADDRESS

Street Address Apt./Suite #

Daytime Telephone Evening Telephone

City State Zip

Electronic Mail Address

Fax Number

Citizenship: (BOX) US Citizen (BOX) Non-Resident Alien
(BOX) Resident Alien Country of Tax
Residency
<PAGE>
STEP3 FUND SELECTION

Fund Name
(Fund Code) Minimum Your Automatic
Initial Initial Investment
Investment Investment Investment
Plan
$50 minimum
per Berger Fund,
$100 minimum
per Berger
CAT Portfolio

Berger 100 Fund (43)$2,000 $ $
Berger Growth and
Income Fund (44) $2,000 $ $
Berger Small Company
Growth Fund (345) $2,000 $ $
Berger New Generation
Fund (344) $2,000 $ $
Berger Small Cap
Value Fund -
Investor Shares
(120) $2,000 $ $
Berger/BIAM
International
Fund (349) $2,000 $ $
Berger Cash Account
Trust(CAT)*
(Checkwriting is
available - complete
Step 8)
Berger Money Market
Portfolio (346) $1,000 $ $
Berger Government
Securities Portfolio
(347) $1,000 $ $
Berger Tax-Exempt
Portfolio (348) $1,000 $ $

For your Automatic Investment Plan please check one or both of
the
following withdrawal dates:

(BOX) 5th day of month
(BOX) 20th day of month

(Step 6 must be completed.)

*Berger Cash Account Trust is a separately managed, unaffiliated
money market mutual fund. Use of the Berger Cash Account Trust
as an investment directly or by exchange from your Berger Funds
does not constitute an offering or recommendation of the Berger
CAT Portfolios by the Berger Funds or their advisors.

Enclose your check made payable to: The Berger Funds

STEP4 DISTRIBUTION OPTIONS

All income and capital gains distributions will be reinvested
UNLESS you check the box(es) below:

(BOX) Pay all income in cash
(BOX) Pay all capital gains in cash<PAGE>
STEP5 TELEPHONE TRANSACTION / ON-LINE COMPUTER ACCESS PRIVILEGES

The privileges below allow you to make telephone/on-line
purchases, exchanges and redemptions, subject to the applicable
minimums and maximums that are disclosed in the Prospectus.

(Step 6 must be completed.)

Telephone Transaction Privileges are available on all accounts
unless you specifically decline them below.

(BOX) I decline the use of telephone transaction privileges.

On-line Computer Access Privileges are available on all accounts
unless you specifically decline them below.

(BOX) I decline the use of on-line computer access.

All telephone and on-line transactions are recorded and written
confirmations indicating the details of all telephone and on-line

transactions will be promptly sent to the shareholder of record.
Prior to placing an order, the shareholder may be required to
provide certain identifying information. See the Prospectus for
further information.

STEP6 BANK INFORMATION

You must complete this step if you selected the Automatic
Investment Plan in Step 3. If you did not check a box in
Step 5, by completing the bank information below, you
may settle purchase and redemption transactions made by
telephone or on-line via computer access by using wire
or electronic funds transfer.

Name of Bank Name(s) on Bank Account

Street Address Bank Account Number

City State Zip

Co-signer Signature (if applicable) Date

Your bank account information must be on file in order to utilize

the Automatic Investment Plan, or to settle by wire or electronic

funds transfer any purchase or redemption transactions made by
telephone or by on-line computer access. The account name(s) at
left must exactly match at least one name in Step 1. Any
co-signer of your checking or savings account who is not a
joint owner of the funds must authorize these services by
signing at left.

Checking Acct. (BOX) Savings Acct. (BOX)

Please attach a voided check or savings deposit slip.

STEP7 YOUR SIGNATURE

All of the undersigned represent that they have the authority and
<PAGE>
legal capacity to purchase mutual fund shares, all are of legal
age in their state and believe each investment is suitable
for themselves. All of the undersigned have received and
read the Prospectus for the investment selected, agree to
its terms and agree that by signing below (a) their account
will have exchange privileges with other Berger Funds
and the Portfolios of the Berger Cash Account Trust
("CAT") and that all information provided in the above
steps will apply to any Fund or Berger CAT Portfolio
into which their shares may be exchanged;
(b) they hereby ratify any instructions given on this
account and any account into which they exchange related
to the above steps and agree that neither the Funds,
Berger CAT Portfolios, Berger Associates nor
BBOI Worldwide will be liable for any loss, cost or
expense for acting upon such instructions
(by telephone, computer on-line access or writing)
believed to be genuine and in accordance with the
procedures described in the Prospectus; and
(c) their responsibility is to read the Prospectus
of any Fund or Berger CAT Portfolio into which they exchange.

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

The Internal Revenue Service does not require your
consent to any provision of this document other than
the certifications required to avoid backup withholding.

(Box) Check this box only if the IRS has notified you
that you are subject to backup withholding.

Signature of Owner, Trustee or Custodian Date
(exactly the same as Step 1)

Signature of Joint Owner (if applicable) Date
(exactly the same as Step 1)

STEP8 CHECKWRITING FOR BERGER CASH ACCOUNT TRUST (CAT)
PORTFOLIO INVESTORS ONLY

If you would like the ability to write checks against your
Berger Cash Account Trust Portfolios, complete this step:

YOUR NAME (exactly the same as Step 1)

First Middle Last

YOUR SIGNATURE

JOINT OWNER'S NAME (exactly the same as Step 1)

First Middle Last

JOINT OWNER'S SIGNATURE (if applicable)

(BOX) Check here if only one signature is required on checks. <PAGE>
(BOX) Check here if both signatures are required on checks.

If neither box is checked, all checks will require both
signatures.

Institutional Accounts
AFFIX SIGNATURE GUARANTEE STAMP

Signature Guaranteed by

Authorized Signature

By signing the signature line in Step 8, the signatory(ies)
agree(s) to be subject to the terms and conditions,
guidelines and rules, as now in effect and as amended
from time to time, that pertain to the use of redemption
checks of the Fund(s) applicable to their account;
therefore, all registered owners must sign the signature
line in Step 8. All checks will require both signatures
unless otherwise indicated on the face of this form.
Each signatory guarantees the genuineness of the
other's signature on this form.

SIGNATURE GUARANTEE (Berger CAT only)
Institutional account please provide a certified copy of your
corporate resolution and affix signature guarantees.
Signature guarantee must be provided by a commercial bank,
trust company, member of national securities exchange,
or savings and loan association. A notary public is
not an acceptable guarantor.

FOR FASTEST SERVICE POSSIBLE

For the fastest service possible, please make sure you
have completed each of these items:
A.) Include your Social Security or Tax ID number
in Step 1.
B.) Fill in the amount invested in Step 3.
C.) Attach a voided check if you selected the
Automatic Investment Plan in Step 3, or Telephone
Transaction Privileges or On-line Computer Access in
Step 5 and you wish to settle purchase or redemption
transactions by wire or electronic funds transfer.
D.) Sign the form in Step 7 exactly the same as
in Step 1.
E.) Complete checkwriting Step 8, if applicable.
F.) Enclose your check made payable to: The Berger Funds.
G.) Read all the terms applicable to the services you desire.
H.) Return this application in the postage paid envelope
enclosed or to:
The Berger Funds
P.O. Box 419958
Kansas City, MO 64141-6958

EXHIBIT 9.1.2

INSTITUTIONAL ACCOUNT APPLICATION

The Berger Funds

For assistance call: (800) 960-8427

STEP1 REGISTER YOUR ACCOUNT (Please choose one)

Please type or print clearly.

Account Registration

Name of Organization/Individual

Tax Identification Number

Type of Organization Type of Plan or Account
(BOX) Corporation (BOX) 401(k)
(BOX) Unincorporated (BOX) Investment Account
Association (BOX) Profit Sharing
(BOX) Endowment/Foundation
(BOX) Partnership (BOX) Money Purchase Pension
(BOX) Nominee (BOX) Defined Benefit
(BOX) Other ____________
Approximate number of participants if a retirement
plan: _______________
(BOX) Other__________
(BOX) Trust
Trustee's Name Date of Trust

Name of Trust Agreement

STEP2 MAILING ADDRESS

Street Address Apt./Suite #

Daytime Telephone Evening Telephone

City State Zip

Electronic Mail Address

Fax Number

Citizenship: (BOX) US Citizen (BOX) Non-Resident Alien
(BOX) Resident Alien Country of Tax Residency

To send an additional statement to a different address please
complete Step 10.
<PAGE>
STEP3 FUND SELECTION

Fund Name (Fund Code) Minimum Your
Initial Initial
Investment Investment

Growth Funds
Berger 100 Fund (43) $2,000 $
Berger Growth
and Income Fund (44) $2,000 $
Berger Small
Company Growth
Fund (345) $2,000 $
Berger New
Generation Fund (344) $2,000 $

Value Funds
Berger Small Cap
Value Fund -
Investor Shares (120) $2,000 $
Berger Small Cap
Value Fund -
Institutional
Shares (403) $100,000 $

International Funds
Berger/BIAM
International
Fund (349) $2,000 $
Berger/BIAM
International
Institutional
Fund (659) $100,000 $
Berger/BIAM
International
CORE Fund (660) $1,000,000 $

Money Market Funds
Berger Cash Account
Trust(CAT)*
Berger Money Market
Portfolio (346) $1,000 $
Berger Government
Securities Portfolio
(347) $1,000 $
Berger Tax-Exempt
Portfolio (348) $1,000 $

*Berger Cash Account Trust is a separately managed,
unaffiliated money market mutual fund. Use of the
Berger Cash Account Trust as an investment directly
or by exchange from your Berger Funds does not
constitute an offering or recommendation of the
Berger CAT portfolios by the Berger Funds or their advisors.

Investment Method

(BOX) By check
Make checks payable to: The Berger Funds
(BOX) By wire
Call us at 1-800-960-8427 for wire instructions.
<PAGE>
STEP4 For dealer use only
Please print clearly or type.

When opening your account through a representative,
have him/her complete this section.

Company Dealer Number Branch Number (if applicable)

Address

Representative Name Rep. Number Daytime Telephone

Authorized Signature

STEP5 DISTRIBUTION OPTIONS

All income and capital gains distributions will be reinvested
UNLESS you check the box(es) below:

(BOX) Pay all income in cash (BOX) Pay all capital gains in
cash

STEP6 TELEPHONE TRANSACTION / ON-LINE COMPUTER ACCESS
PRIVILEGES

The privileges below allow you to make telephone/on-line
purchases, exchanges and redemptions, subject to applicable
minimums and maximums that are disclosed in the Prospectus.

(Step 7 must be completed.)

Telephone Transaction Privileges are available on all
accounts unless you specifically decline them below.

(BOX) We decline the use of telephone transaction privileges.

On-line Computer Access Privileges are available on all
accounts unless you specifically decline them below.

(BOX) We decline the use of on-line computer access.

All telephone and on-line transactions are recorded and
written confirmations indicating the details of all
telephone and on-line transactions will be promptly
sent to the shareholder of record. Prior to placing
an order the shareholder may be required to provide
certain identifying information. See the Prospectus
for further information.

STEP7 BANK INFORMATION

Name of Bank Name(s) on Bank Account

Street Address Bank Account Number

City State Zip

Bank Telephone Bank ABA#

Co-signer Signature (if applicable) Date
<PAGE>
Your bank account information must be on file in
order to settle by wire or electronic funds
transfer any purchase or redemption transactions
made by telephone or by on-line computer access.
The account names at left must exactly match at
least one name in Step 1. Any co-signer of your
checking or savings account who is not a joint
owner of the funds must authorize these services
by signing at left.

Checking Acct. (BOX) Savings Acct. (BOX)

Please attach a voided check or savings deposit slip.

STEP8 PERSONS AUTHORIZED TO CONDUCT TRANSACTIONS

List names and titles of all individuals authorized
by governing documents to direct transactions with
respect to shares registered as instructed by this
application.

Name (Please print) Title Signature Date

NOTE: A corporation or a trust with a bank or trust
company as trustee must attach a copy of the corporate
resolution designating those individuals who are
authorized to direct transactions on this account.
If a bank or trust company is serving as agent or
custodian, attach a copy of the custodial agreement as well.

The signatures of at least ____* of the authorized signers
are required by the applicable governing documents to
convert, redeem or transfer shares of the Berger Funds
and to execute and deliver any instrument necessary to
effect such authority. Berger Funds may rely on the
authority of the named individuals until it receives
written notification to the contrary.

*Please specify number. If left blank, the Berger Funds
will assume that only one signature is required.

STEP9 SIGNATURES

- --For a corporate account, a vice president or above
must sign and state his or her title.
- --For an unincorporated association, two officers must
sign and state their titles.
- --For a bank or trust company, a vice president or above
must sign and state his or her title.
- --For a general partnership, one partner must sign with
the words "general partner" following his or her
signature; for a limited partnership, the managing or
general partner must sign.
<PAGE>
All of the undersigned represent that they have the authority
and legal capacity to purchase mutual fund shares, all are
of legal age in their state and believe each investment is
suitable for themselves. All of the undersigned have received
and read the Prospectus for the investment selected, agree to
its terms and agree that by signing below (a) their account
will have exchange privileges with other Berger Funds and the
portfolios of the Berger Cash Account Trust ("CAT") and that
all information provided in the above steps will apply to
any Fund or Berger CAT portfolio into which their shares may
be exchanged; (b) they hereby ratify any instructions given
on this account and any account into which they exchange
related to the above steps and agree that neither the Funds,
Berger CAT portfolios, Berger Associates nor BBOI Worldwide
will be liable for any loss, cost or expense for acting upon
such instructions (by telephone, computer on-line access
or writing) believed to be genuine and in accordance with
the procedures described in the Prospectus; and (c) their
responsibility is to read the Prospectus of any Fund or
Berger CAT portfolio into which they exchange.

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

The Internal Revenue Service does not require your consent
to any provision of this document other than the
certifications required to avoid backup withholding.

(BOX) Check this box only if the IRS has notified you
that you are subject to backup withholding.

Individual or Custodial Accounts

Signature of Individual or Custodian Date

Signature of Joint Tenant (if any) Date

Corporations, Partnerships, Trusts, etc.

Signature Title Date

signature Title Date

STEP10 ADDITIONAL DUPLICATE STATEMENTS ONLY

Please complete this section to receive a duplicate statement.

Company Name Attention

Street Address Suite #

Daytime Telephone

City State Zip
(c)1997 Berger Associates, Inc.

EXHIBIT 11

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the captions
Condensed Financial Information and Other Information and to the
use of our report on The Omni Investment Fund dated January 24,
1997 in the Registration Statement (Form N-1A) and in the related
Prospectus of Berger Small Cap Value Fund, filed with the
Securities and Exchange Commission in this Post-Effective
Amendment No. 12 to the Registration Statement under the
Securities Act of 1933 (File No. 33-15867) and in this Amendment
No. 12 to the Registration Statement under the Investment Company
Act of 1940 (File No. 811-4273).

ERNST & YOUNG LLP

Chicago, Illinois
February 3, 1997

EXHIBIT 14.1

[The following substitutes for the IRA Account Application
portion of Exhibit 14.1 incorporated herein by reference from
Pre-Effective Amendment No. 2 to the Registration Statement on
Form N-1A of Berger/BIAM Worldwide Funds Trust, filed October 8,
1996, with the Securities and Exchange Commission.]

IRA ACCOUNT APPLICATION

The Berger Funds - Use this application to open an IRA account.

PID # For assistance call: (800) 551-5849

STEP1 REGISTER YOUR ACCOUNT
Please type or print clearly.

Name First Middle Last

Address Street Apt. / Suite #

City State Zip

Citizenship (BOX) US citizen (BOX) Non-Resident
Alien
(BOX) Resident Alien Country of Tax
Residency
State of Permanent Residence

Your Social Security Number

Date of Birth Month / Day / Year

Daytime Telephone Evening Telephone

Electronic Mail Address

Fax Number

STEP2 BENEFICIARY DESIGNATION
If the beneficiary is a trust, please indicate the
trust's name and address, the date of the trust,
the trustee's name, and if the trust is revocable
or irrevocable. If you wish to designate additional
beneficiaries, please attach instructions. Percent
of benefit for each IRA's primary and/or contingent
beneficiary(ies) must add up to 100%.

Your Primary Beneficiaries

Name #1 First Middle Last Social Security Number

Relationship % of Benefit

Date of Birth Month / Day / Year
<PAGE>
Name #2 First Middle Last Social Security Number

Relationship % of Benefit

Date of Birth Month / Day / Year

Your Contingent Beneficiary(ies)

If no primary beneficiary(ies) is (are) living
at the time of my death, I hereby specify that
the balance be distributed to my contingent
beneficiary(ies) below:

Name First Middle Last Social Security Number

Relationship % of Benefit

Date of Birth Month / Day / Year

Electing a Beneficiary Other Than Your Spouse

This section should be reviewed if either the
custodial account or the residence of the
accountholder is located in a community or
marital property state and the accountholder
is married and is designating a beneficiary
other than the spouse. It is the accountholder's
responsibility to determine if this section
applies. The accountholder may need to consult
with legal counsel. Neither the Custodian nor
the Sponsor will be liable for any consequences
relating from a failure of the accountholder to
provide proper spousal consent.

I am the spouse of the above-named accountholder.
I acknowledge that I have received a full and
reasonable disclosure of my spouse's property and
financial obligations. Due to any possible
consequences of giving up my community property
interest in this IRA, I have been advised to see
a tax professional or legal advisor. I hereby give
the accountholder any interest I have in the funds
or property deposited in this IRA and consent to
the beneficiary designation(s) indicated above. I
assume full responsibility for any adverse consequences
that may result. No tax or legal advice was given
to me by the Custodian.

Signature of Spouse Date

Signature of Witness for Spouse Date
<PAGE>
STEP3 TYPE OF IRA

Please check one selection only.

(BOX) Regular IRA. Annual IRA contribution up to
a maximum of $2,000 (per tax year). For the 1996
tax year, a separate spousal IRA can be opened
for a spouse earning less than $250. The combined
total of the two 1996 contributions cannot exceed
$2,250, but can be split between the two IRAs as
you wish, so long as no more than $2,000 is
contributed to one IRA. Effective January 1, 1997,
if you are married and each spouse establishes an
IRA, each spouse may contribute up to a maximum of
$2,000 (per tax year) as long as the combined
earnings of both spouses is at least $4,000.

(BOX) SEP IRA. Simplified Employee Pension Plan
for tax year: 19____ . For a new or existing SEP
IRA or an existing Salary Reduction SEP (SARSEP)
established prior to December 31, 1996.

(BOX) Direct Transfer of Existing IRA. Authorizes
The Berger Funds to transfer your existing IRA from
another custodian to The Berger Funds. You must also
complete the IRA transfer forms from the IRA Disclosure
Statement and return the forms with this application.

(BOX) Rollover of Existing IRA. IRA to be funded
with money withdrawn from an IRA at another custodian
and to be reinvested at The Berger Funds within 60 days.
Please seek tax advice before combining assets that
were previously in a qualified plan with regular IRA
investments.

(BOX) Direct Rollover IRA. IRA to be funded with
money accumulated in an employer's retirement plan
that is eligible for rollover. Please seek tax advice
before combining with a regular IRA. Method of funding:

(BOX) Enclosed is a check made payable to The
Berger Funds.

(BOX) A check will be sent directly to The
Berger Funds by my employer.

STEP4 FUND SELECTION

Fund Name Minimum Your Automatic
(Fund Code) Initial Initial Investment
Investment Investment Plan
$50 minimum
per Berger Fund,
$100 minimum
per Berger CAT
Portfolio
<PAGE>
Berger 100
Fund (43) $2,000 $ $
Berger Growth
and Income
Fund (44) $2,000 $ $
Berger Small
Company Growth
Fund (345) $2,000 $ $
Berger New
Generation
Fund (344) $2,000 $ $
Berger Small Cap
Value Fund -
Investor
Shares (120) $2,000 $ $
Berger Small Cap
Value Fund -
Institutional
Shares (403) $100,000 $ $
Berger/BIAM
International
Fund (349) $2,000 $ $
Berger/BIAM
International
Institutional
Fund (659) $100,000 $ $
Berger/BIAM
International
CORE Fund
(660) $1,000,000 $ $
Berger Cash
Account Trust
(CAT)*
Berger Money
Market
Portfolio (346) $1,000 $ $
Berger Government
Securities
Portfolio (347) $1,000 $ $
Berger Tax-Exempt
Portfolio (348) $1,000 $ $

For your Automatic Investment Plan please
check one or both of the following
withdrawal dates:

(BOX) 5th day of month
(BOX) 20th day of month

(Step 6 must be completed.)

*Berger Cash Account Trust is a separately managed,
unaffiliated money market mutual fund. Use of the
Berger Cash Account Trust as an investment directly
or by exchange from your Berger Funds does not
constitute an offering or recommendation of the
Berger CAT Portfolios by the Berger Funds or their advisors.

STEP5 TELEPHONE TRANSACTION / ON-LINE COMPUTER
ACCESS PRIVILEGES

The privileges below allow you to make telephone/on-line
purchases and exchanges, subject to the applicable
minimums and maximums that are disclosed in the
Prospectus. (Step 6 must be completed.)<PAGE>
Telephone Transaction Privileges are available on all
accounts unless you specifically decline them below.

(BOX) I decline the use of telephone transaction privileges.

On-line Computer Access Privileges are available on all
accounts unless you specifically decline them below.

(BOX) I decline the use of on-line computer access.

All telephone and on-line transactions are recorded and
written confirmations indicating the details of all
telephone and on-line transactions will be promptly
sent to the shareholder of record. Prior to placing an
order, the shareholder may be required to provide
certain identifying information. See the Prospectus
for further information.

STEP6 BANK INFORMATION

You must complete this step if you selected the
Automatic Investment Plan in Step 4. If you did not
check a box in Step 5, by completing the bank
information below, you may settle purchase
transactions made by telephone or on-line via
computer access by using wire or electronic funds
transfer.

Name of Bank
Street Address

Name(s) on Bank Account Bank Account Number

City State Zip

Co-signer Signature (if applicable) Date

Your bank account information must be on file in
order to utilize the Automatic Investment Plan,
or to settle by wire or electronic funds transfer
any purchase transactions made by telephone or by
on-line computer access. The account name(s) at
left must exactly match the name in Step 1.
Any co-signer of your checking or savings account
must authorize these services by signing at left.

As a convenience to me, you are hereby authorized
to pay and charge to my checking or savings account
debits drawn on my account as indicated in the
Automatic Investment Plan section of Step 4 (if applicable).

The authority is to remain in effect until revoked by
me. Until IFTC, DST or the Berger Funds actually
receive such notice, I agree you shall be fully
protected in honoring any such debit. I further
agree that if any such debit be dishonored, whether
with or without cause and whether intentionally or
inadvertently, you shall be under no liability
whatsoever.

Checking Acct. (BOX) Savings Acct. (BOX)

Please attach a voided check or savings deposit slip.
<PAGE>
STEP7 YOUR SIGNATURE

Please sign at the end of this section. We must have
a signature to open the account. By signing the
application, the undersigned:

- --Establishes an Individual Retirement Account
pursuant to the Internal Revenue Code of 1986,
as amended, and in accordance with all the terms
of the Form 5305-A Custodial Agreement.
- --Certifies that all contributions to the IRA
will meet the requirements of the Internal Revenue
Code governing such contribution.
- --Appoints Investors Fiduciary Trust Company, or
its successors, as Custodian on the account.
- --Agrees to promptly give to the Custodian the
instructions necessary to enable the Custodian to
carry out its duties under the Custodial Agreement.
- --States that he/she has received and read the
Prospectus for the investment(s) selected and
agrees that this account will be subject to the
Custodial Agreement and IRA Disclosure Statement as
amended from time to time.
- --States that he/she has the authority and legal
capacity to purchase mutual fund shares, is of
legal age in his/her state and believes each
investment is suitable for him/her.
- --Hereby ratifies any instructions given on this
account and any account into which he/she exchanges
related to the above items and agrees that neither
the Funds, the Berger CAT Portfolios, Berger
Associates, BBOI Worldwide, nor Investors Fiduciary
Trust Company will be liable for any loss, cost or
expense for acting upon such instructions (by
telephone, computer on-line access or writing)
believed to be genuine and in accordance with
the procedures described in the Prospectus.
- --Acknowledges his/her responsibility to read the
Prospectus of any Fund or Berger CAT Portfolio into
which he/she exchanges.
- --Understands that the annual IRA maintenance fee
of $12 per Fund account must be paid each year or it
will be collected by redeeming sufficient shares from
each Fund account at the end of the year or upon the
closing of his/her account. The custodian may change
the fee schedule from time to time, as provided in
the Custodial Agreement.
- --Understands that if he/she chooses not to designate
any beneficiary(ies), the beneficiary will be his/her
estate.

Under penalties of perjury, I certify that the number
shown on this form is my correct Social Security number.

Signature of Depositor: Date

Investors Fiduciary Trust Company
Authorized Signature of Custodian

Return this application along with your check made
payable to the Berger Funds in the postage paid
envelope enclosed or to:
<PAGE>
Investors Fiduciary Trust Company
c/o Berger Funds
P.O. Box 419958
Kansas City, MO 64141-6958

<ARTICLE> 6

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 27785704
<INVESTMENTS-AT-VALUE> 35853828
<RECEIVABLES> 529268
<ASSETS-OTHER> 53008
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 36436104
<PAYABLE-FOR-SECURITIES> 42316
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 353139
<TOTAL-LIABILITIES> 395455
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 27873008
<SHARES-COMMON-STOCK> 2186549
<SHARES-COMMON-PRIOR> 2184458
<ACCUMULATED-NII-CURRENT> 16220
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 75831
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 8075590
<NET-ASSETS> 36040649
<DIVIDEND-INCOME> 495456
<INTEREST-INCOME> 209855
<OTHER-INCOME> 0
<EXPENSES-NET> 480825
<NET-INVESTMENT-INCOME> 224486
<REALIZED-GAINS-CURRENT> 3442492
<APPREC-INCREASE-CURRENT> 3815909
<NET-CHANGE-FROM-OPS> 7482887
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 208266
<DISTRIBUTIONS-OF-GAINS> 3401673
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 196908
<NUMBER-OF-SHARES-REDEEMED> 398665
<SHARES-REINVESTED> 203848
<NET-CHANGE-IN-ASSETS> 4208125
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 22837
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 325488
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 480825
<AVERAGE-NET-ASSETS> 32635577
<PER-SHARE-NAV-BEGIN> 14.57
<PER-SHARE-NII> .12
<PER-SHARE-GAIN-APPREC> 3.62
<PER-SHARE-DIVIDEND> (.11)
<PER-SHARE-DISTRIBUTIONS> (1.72)
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 16.48
<EXPENSE-RATIO> 1.48
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>