OMNI INVESTMENT FUND
N-30D, 1997-08-28
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BERGER SMALL CAP VALUE FUND
SEMI-ANNUAL REPORT
JUNE 30, 1997



TABLE OF CONTENTS

Portfolio Manager's Letter                            2
Schedule of Investments                               5
Statement of Assets and Liabilities                   7
Statement of Operations                               8
Statement of Changes in Net Assets                    9
Notes to Financial Statements                        10
Financial Highlights                                 14


                                       1

<PAGE>



BERGER SMALL CAP VALUE FUND
PORTFOLIO MANAGER'S LETTER

Dear Shareholder,

The Berger  Small Cap Value Fund  continued  to perform  quite well in the first
half of 1997.  The Fund  gained  15.47%  for  Investor  Shares*  and  15.53% for
Institutional  Shares versus gains of 20.12%,  20.60% & 10.20% in the DJIA,  S&P
500 and Russell 2000 Indices  respectively.  This relative  performance  of your
Fund, which invests primarily in small companies,  was particularly  pleasing in
light of the continued narrowness of the market.  During the first six months of
the year,  we have seen the largest  companies in the market  propel S&P 500 and
Dow Jones Industrial Average to new highs.

The Russell 2000 Index,  a relatively  similar stock  universe to the issues the
Fund typically owns, trailed the S&P 500 by 18.35% in the last 12 months, one of
the largest gaps since 1979.  Obviously,  the  disparities in the performance of
large capitalization stocks versus small capitalization stocks make the relative
performance of your Fund all the more noteworthy.

Of greater  importance,  however, is historical evidence which suggests that the
stock market eventually evens out these disparities which we believe should make
the  relative  investment  environment  for  smaller  companies  that  much more
rewarding.

The second reason for our satisfaction with your Fund's performance was the fact
that your  management  continued to emphasize  the risk side of the  risk/reward
equation.  This is indicated both by the very low BETA**of .71 for both Investor
and Institutional  Shares and by the relatively high amount of cash the Fund has
maintained.  This should serve the Fund in good stead when an inevitable  market
correction occurs.

RECOGNITION OF VALUE

During the first half 1997,  your Fund continued to capitalize on the short-term
inefficiencies  of  the  market.   Very  rewarding   investments  were  made  in
"yesterday's  growth  stocks"  that  had  fallen  approximately  50%-70%  due to
short-term problems,  were selling at between two and three times cash, had zero
or extremely low long-term debt and remained  profitable even with the temporary
decline  within  their given  industry.  When these  issues  recovered  from the
market's  over-reaction,  we were able to sell these  issues with gains of up to
100%.  Semiconductor equipment manufacturers,  Tencor, Teradyne,  Electrogas and
Silicon Valley Group were examples of this  opportunity.  Your Fund currently is
taking a similar approach with such issues as CP Clare,  Robotic Vision Systems,
Ppt Vision and Eltron International. The Fund also continues to benefit from the
market place  finding value in our  investments  and pursuing  mergers.  Nellcor
Puritan - Bennett and Bucyrus Erie  appreciated  over 40% when they entered into
agreement to be acquired.

THE SECOND HALF OUTLOOK

The opportunity in the near term for your Fund will revolve around the disparity
in  recent  market  performance  between  small and  large  companies  mentioned
earlier.  In the short  term,  the  market can be highly  inefficient  with both
positive and negative excesses,  but eventually these are corrected.  We believe
either the large stocks that have driven the popular  averages must correct from
their  current  lofty  valuations  or small stocks must catch up. Either way, we
feel confident Berger Small Cap Value will have good relative performances.


                                       2

<PAGE>




If the market  suffers a correction,  the relatively  high cash position  should
allow us to take advantage of the opportunities created and make new investments
in stocks  which  already  have  suffered  large  declines  and should have less
downside  risk.  As to the  current  holdings,  the large  exposure to banks and
thrifts should  continue to benefit from  relatively  stable growth and industry
consolidation.  The large foreign  investment through closed-end funds should be
benefited  by the long term  favorable  demographics  and low  economic  base of
emerging countries.  The frosting on this type of investment comes when measures
are taken to remove the discount to net asset value that  presently  exists.  An
example of this is GT Global  Developing  Market Fund  management's  decision to
convert to an open end status by the end of 1997.  We believe  this alone could
lead to an 18% annualized  return in the GT Global Developing Market Fund if the
fund's net asset value remains unchanged.

Thank you again for your confidence and your investment in the fund.


Bob Perkins
Portfolio Manager
Berger Small Cap Value Fund



*    The investor shares  returned  10.38% since the date of first public
     offering, 2/14/97.

**   Beta  measures  the  sensitivity  of rates of return  on a fund to  general
     market movements.  Beta is based on historical  performance of the trailing
     36 months and does not indicate future results.


                                       3

<PAGE>




(DESCRIPTION OF BERGER SMALL CAP VALUE FUND - INVESTOR SHARES PERFORMANCE CHART)
- - The following  table  reflects data presented in a line chart at this point in
the Semi-Annual  Report to Shareholders.  The chart compares the value of shares
invested in the Berger Small Cap Value Fund - Investor Shares and  Institutional
Shares to the Russell 2000 Index and to the Cost of Living  Index.  The chart is
based on an  initial  investment  of  $10,000  on  October  21,  1987,  with all
dividends  and  capital  gains  reinvested.  Also  included  is a smaller  chart
reflecting Investor and Institutional  Shares Average Annual Total Returns as of
June 30, 1997;  for 1 year - 34.25% and 34.32%;  3 years - 22.55% and 22.57%;  5
years - 21.36% and 21.37%; and from inception - 15.32% and 15.33%, respectively.


<TABLE>
<CAPTION>
                 Berger Small Cap Value Fund                   Russell            Cost of
   Date       Investor Shares       Institutional Shares     2000 Index         Living Index

<S>             <C>                     <C>                  <C>                 <C>        
10/21/87        $     10,000            $     10,000         $     10,000        $    10,000
12/31/87        $      9,905            $      9,905         $     10,227        $    10,009
12/31/88        $     11,894            $     11,894         $     12,785        $    10,451
12/31/89        $     15,038            $     15,038         $     14,864        $    10,937
12/31/90        $     11,742            $     11,742         $     11,969        $    11,605
12/31/91        $     14,673            $     14,673         $     17,480        $    11,960
12/31/92        $     17,551            $     17,551         $     20,698        $    12,307
12/31/93        $     20,407            $     20,407         $     24,606        $    12,645
12/31/94        $     21,775            $     21,775         $     24,157        $    12,984
12/31/95        $     27,450            $     27,450         $     31,030        $    13,313
12/31/96        $     34,478            $     34,478         $     36,149        $    13,755
6/30/97         $     39,812            $     39,833         $     39,836        $    13,903
</TABLE>

Past performance is not predictive of future performance.




                              TOP TEN HOLDINGS AS OF JUNE 30, 1997

                                           % of Net Assets
                                               6/30/97


1.   Knightsbridge Tankers, Ltd.                3.2%
2.   Medford Savings Bank                       3.1%
3.   Imperial Bancorp                           3.0%
4.   Mechanics Savings Bank                     3.0%
5.   Jostens, Inc.                              3.0%
6.   Chieftain International, Inc.              2.9%
7.   Centennial Cellular Corp. Class A          2.8%
8.   CCB Financial Corp.                        2.8%
9.   Ultratech Stepper, Inc.                    2.7%
10.  First Commerce Corp.                       2.6%


                                       4

<PAGE>


BERGER SMALL CAP VALUE FUND
SCHEDULE OF INVESTMENTS (UNAUDITED)
JUNE 30, 1997

Shares, Units or
Principal Amount                                                 Market Value
                  COMMON STOCK - 87.7%
Auto/Truck - Original Equipment - 3.4%
       160,000      Simpson Industries, Inc.                 $      1,700,000
        30,000      Walbro Corp.                                      607,500
                                                             ----------------
                                                                    2,307,500
                                                             ----------------
Banks - Northeast - 0.1%
         2,000      CFX Corp.*                                         42,000
                                                             ----------------
Banks - Southeast - 5.4%
        25,500      CCB Financial Corp.                             1,864,688
        39,569      First Commerce Corp.                            1,741,036
                                                             ----------------
                                                                    3,605,724
                                                             ----------------
Banks - West - 3.0%
        70,000      Imperial Bancorp*                               2,021,250
                                                             ----------------
Computer - Local Networks - 1.4%
        73,000      ACT Networks*                                     930,750
                                                             ----------------
Computer - Optical Recognition - 2.0%
       115,000      Robotic Vision Systems*                         1,365,625
                                                             ----------------
Computer - Peripheral Equipment - 2.0%
        45,000      Eltron International, Inc.*                     1,338,750
                                                             ----------------
Consumer Products - Miscellaneous - 3.0%
        74,000      Jostens, Inc.                                   1,979,500
                                                             ----------------
Diversified Operations - 2.3%
        75,800      Glatfelter Co.                                  1,516,000
                                                             ----------------
Electronics - Laser Systems/Components - 0.7%
        30,000      Cyberoptics Corp.*                                472,500
                                                             ----------------
Electronics - Semiconductor Equipment - 5.1%
        60,000      Silicon Valley Group, Inc.*                     1,582,500
        80,000      Ultratech Stepper, Inc.*                        1,830,000
                                                             ----------------
                                                                    3,412,500
                                                             ----------------
Electronics - Semiconductor Manufacturing - 2.6%
       110,000      C.P. Clare Corp.*                               1,732,500
                                                             ----------------
Finance-Equity Real Estate Investment Trust - 4.3%
        60,000      IRT Property Co.                                  705,000
        70,000      Summit Property, Inc.                           1,443,750
        48,500      Town & Country Trust                              745,688
                                                             ----------------
                                                                    2,894,438
                                                             ----------------
Finance - Mortgage & Related Services - 0.4%
        10,000      North American Mortgage*                          236,875
                                                             ----------------
Finance - Public Investment Fund-Foreign - 6.9%
        44,900      Emerging Markets Telecom Fund*                    841,875
        45,173      GT Greater Eastern Europe Fund                    784,881
        50,000      Latin America Discovery Fund                      987,500
       148,500      Morgan Stanley Asia-Pacific Fund                1,559,250
        30,200      New Germany Fund                                  475,650
                                                             ----------------
                                                                    4,649,156
                                                             ----------------
Finance - Savings & Loan - 9.3%
        33,000      Commercial Federal Corp.                        1,225,125
       105,000      Mechanics Savings Bank*                         1,981,875
        71,000      Medford Savings Bank                            2,076,750
        50,000      Poncebank                                         965,625
                                                             ----------------
                                                                    6,249,375
                                                             ----------------



                                       5

<PAGE>



Household - Textiles & Furnishings - 2.4%
       135,100      Congoleum Corp. Class A*                 $      1,587,425
                                                             ----------------
Insurance - Multi Line - 1.8%
        40,000      Old Republic International Corp.                1,212,500
                                                             ----------------
Leisure - Products - 1.2%
        20,000      Community Bankshares, Inc.                        802,500
                                                             ----------------
Machine - Tools & Related Products - 0.9%
        90,800      PPT Vision, Inc.*                                 624,250
                                                             ----------------
Machinery - Construction/Mining - 2.0%
       125,000      Bucyrus International, Inc.*                    1,328,125
                                                             ----------------
Media - Cable TV - 2.6%
       147,500      Jones Intercable, Inc.*                         1,714,688
                                                             ----------------
Media - Periodicals - 2.3%
       135,400      Playboy Enterprises Class B*                    1,565,561
                                                             ----------------
Medical - Instruments - 0.9%
        50,000      Idexx Laboratories, Inc.*                         621,875
                                                             ----------------
Medical - Products - 1.9%
        70,000      Nellcor Puritan-Bennett*                        1,268,750
                                                             ----------------
Medical - Wholesale Drug/Sundries - 1.1%
        60,000      Perrigo Co.*                                      750,000
                                                             ----------------
Oil & Gas - Field Services - 2.2%
        50,000      Coflexip ADR*                                   1,506,250
                                                             ----------------
Oil & Gas - Products/Pipeline - 1.5%
       270,000      Kaneb Services, Inc.*                             995,625
                                                             ----------------
Oil & Gas - U.S. Exploration & Production - 5.4%
        90,000      Chieftain International, Inc.*                  1,974,375
        18,000      Pogo Producing Co.                                696,375
        55,000      Seagull Energy Corp.*                             962,500
                                                             ----------------
                                                                    3,633,250
                                                             ----------------
Retail - Mail Order & Direct - 1.1%
        49,800      Blair Corp.                                       715,875
                                                             ----------------
Retail - Restaurants - 0.8%
        30,000      Bob Evans Farms, Inc.                             508,125
                                                             ----------------
Telecommunications - Cellular - 2.8%
       120,000      Centennial Cellular Corp. Class A*              1,905,000
                                                             ----------------
Transportation - Shipping - 4.9%
        78,900      Anangel-American Shipholdings, Ltd. ADR*          769,275
        85,000      Knightsbridge Tankers, Ltd.                     2,146,250
       100,000      M.C. Shipping, Inc.                               375,000
                                                             ----------------
                                                                    3,290,525
                                                             ----------------
                 TOTAL COMMON STOCK (Cost $49,089,631)             58,784,767
                                                             ----------------

                      U.S. GOVERNMENT OBLIGATIONS - 13.6%
  $    680,000      U.S. Treasury Bills due 07/03/97                  679,820
       160,000      U.S. Treasury Bills due 07/10/97                  159,816
       950,000      U.S. Treasury Bills due 07/17/97                  948,083
     2,710,000      U.S. Treasury Bills due 07/24/97                2,701,615
     1,080,000      U.S. Treasury Bills due 07/31/97                1,075,680
     2,230,000      U.S. Treasury Bills due 08/07/97                2,219,296
                                                             ----------------
     1,370,000      U.S. Treasury Bills due 08/14/97                1,361,779
                                                             ----------------
                 TOTAL U.S. GOVERNMENT OBLIGATIONS 
                 (Amortized Cost $9,146,089)                        9,146,089
                                                             ----------------

TOTAL INVESTMENTS (Cost $58,235,720)- 101.3%                       67,930,856
OTHER ASSETS, LESS LIABILITIES - (1.3%)                              (884,930)
                                                             ----------------
NET ASSETS - 100%                                            $     67,045,926
                                                             ----------------

* Non-income  producing security ADR - American  Depository Receipt See notes to
financial statements.



                                       6

<PAGE>



BERGER SMALL CAP VALUE FUND
STATEMENT OF ASSETS AND LIABILITIES (UNAUDITED)
JUNE 30, 1997




ASSETS
Investments at cost                                              $   58,235,720
===============================================================================

Investments at value                                                $67,930,856
Cash                                                                    261,869
Receivables:
    Fund shares sold                                                    146,296
    Dividends                                                            49,001
- -------------------------------------------------------------------------------
       Total Assets                                                  68,388,022
- -------------------------------------------------------------------------------

Liabilities
Payables:
    Investment securities purchased                                   1,271,920
    Accrued investment advisory fees (Note 2)
47,471
    Accrued expenses                                                     22,705
- -------------------------------------------------------------------------------
       Total Liabilities                                              1,342,096
- -------------------------------------------------------------------------------

Net Assets                                                          $67,045,926
===============================================================================


Net Asset Value, Offering and Redemption Price Per Share:
    Investor Shares (based on net assets of $26,196,710 and
       1,376,817 shares outstanding)                                $     19.03
===============================================================================
    Institutional Shares (based on net assets of $40,849,216 and
       2,145,087 shares outstanding)                                $     19.04
===============================================================================


See notes to financial statements.




                                       7

<PAGE>



BERGER SMALL CAP VALUE FUND
STATEMENT OF OPERATIONS (UNAUDITED)
For the Six Months Ended June 30, 1997



<TABLE>
<CAPTION>
INVESTMENT INCOME
Income:
<S>                                                                                         <C>          
     Dividends                                                                              $     253,873
     Interest                                                                                     153,463
- ------------------------------------------------------------------------------------------------------------
         Total Income                                                                             407,336
- ------------------------------------------------------------------------------------------------------------
Expenses:
     Investment advisory fees (Note 2)                                                            218,413
     Accounting fees                                                                                7,678
     Legal fees                                                                                    16,845
     Custodian fees                                                                                 8,018
     12b-1 distribution and advertising fees - Investor shares (Note 2)                            11,260
     Transfer agent fees - Investor shares                                                          7,220
     Transfer agent fees - Institutional shares                                                    16,619
     Postage, printing and reports                                                                 17,592
     Insurance & bonds                                                                              2,839
     Registration fees - Investor Shares                                                            1,502
     Registration fees - Institutional Shares                                                      11,968
     Audit fees                                                                                    14,500
     Trustees' fees and expenses                                                                    2,072
     Administrative services (Note 2)                                                               1,927
     Miscellaneous                                                                                  1,650
- ------------------------------------------------------------------------------------------------------------
         Total Expenses                                                                           340,103
         Less earnings credits (Note 2)                                                            (2,424)
- ------------------------------------------------------------------------------------------------------------
         Expenses - Net                                                                           337,679
- ------------------------------------------------------------------------------------------------------------
         Net Investment Income                                                                     69,657
- ------------------------------------------------------------------------------------------------------------

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY TRANSACTIONS
Net realized gain (loss) on securities and foreign currency transactions                        5,840,058
Net change in unrealized appreciation (depreciation) on securities and foreign
currency transactions                                                                           1,619,546
- ------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency
Transactions                                                                                    7,459,604
- ------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Net Assets Resulting from Operations                             $   7,529,261
============================================================================================================
</TABLE>


See notes to financial statements.




                                       8

<PAGE>



BERGER SMALL CAP VALUE FUND
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                            Six Months Ended
                                                                              June 30, 1997             Year Ended
                                                                               (Unaudited)           December 31, 1996

FROM OPERATIONS:
<S>                                                                         <C>                     <C>              
Net investment income (loss)                                                $         69,657        $         224,486
Net realized gain (loss) on securities and foreign
    currency transactions                                                          5,840,058                3,442,492
Net change in unrealized appreciation (depreciation)
    on securities and foreign currency transactions                                1,619,546                3,815,909
- -----------------------------------------------------------------------------------------------------------------------
Net Increase (Decrease) in Net Assets Resulting From Operations                    7,529,261                7,482,887
- -----------------------------------------------------------------------------------------------------------------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income                                                                      0                 (208,266)
Net realized gains on investments                                                          0               (3,401,673)
- -----------------------------------------------------------------------------------------------------------------------
Net Decrease in Net Assets from Distributions to Shareholders                              0               (3,609,939)
- -----------------------------------------------------------------------------------------------------------------------
FROM FUND SHARE TRANSACTIONS:
Proceeds from shares sold                                                         32,196,155                3,119,256
Net asset value of shares issued in reinvestment of dividends                              0                3,359,418
- -----------------------------------------------------------------------------------------------------------------------
         Total                                                                    32,196,155                6,478,674
Payments for shares redeemed                                                      (8,720,139)              (6,143,497)
- -----------------------------------------------------------------------------------------------------------------------

Net Increase (Decrease) in Net Assets Derived From
    Fund Share Transactions                                                       23,476,016                  335,177
- -----------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS                                                 31,005,277                4,208,125
- -----------------------------------------------------------------------------------------------------------------------

Net Assets:
    Beginning of period                                                           36,040,649               31,832,524
- -----------------------------------------------------------------------------------------------------------------------
    End of period                                                           $     67,045,926        $      36,040,649
=======================================================================================================================
Undistributed net investment income included in the above                   $         85,877        $          16,220
=======================================================================================================================
COMPONENTS OF NET ASSETS:
Capital (par value and paid-in-surplus)                                     $     51,349,024        $      27,873,008
Undistributed net investment income                                                   85,877                   16,220
Undistributed net realized gain from investments                                   5,915,889                   75,831
Unrealized appreciation (depreciation) on investments                              9,695,136                8,075,590
- -----------------------------------------------------------------------------------------------------------------------
         Total                                                              $     67,045,926        $      36,040,649
=======================================================================================================================
</TABLE>



See notes to financial statements.



                                       9

<PAGE>



BERGER SMALL CAP VALUE FUND
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 1997

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION

Berger  Small Cap Value Fund (the  "Fund") is  registered  under the  Investment
Company Act of 1940, as amended, as a diversified open-end management investment
company.  The  Fund  is  a  series  of  the  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.  On  February  14,  1997,  all of the
outstanding  shares of the Omni Investment  Fund were  designated  Institutional
Shares of the  Berger  Small  Cap Value  Fund and a  separate  class of  shares,
Investor Shares,  were offered.  Both classes of shares have identical rights to
earnings, assets and voting privileges.  The investment objective of the Fund is
capital appreciation.

SIGNIFICANT ACCOUNTING POLICIES

The  following  is a summary of  significant  accounting  policies  consistently
followed  by the  Fund  in the  preparation  of its  financial  statements.  The
policies are in conformity with generally accepted accounting principles.

Investment Valuation

Securities  are valued at the close of the  regular  trading  session of the New
York Stock  Exchange  (the  "Exchange")  on each day that the  Exchange is open.
Securities  listed on national  exchanges,  the NASDAQ  Stock Market and foreign
exchanges are valued at the last sale price on such markets, or, if no last sale
price is available, they are valued using the mean between 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.  Short-term
obligations  maturing  within  sixty days are valued at  amortized  cost,  which
approximates  market value.  Foreign  securities  are converted to U.S.  dollars
using exchange rates determined  prior to the close of the Exchange.  Securities
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.

Federal Income Taxes

It is the Fund's policy to comply with the  requirements of the Internal Revenue
Code applicable to regulated  investment  companies and to distribute all of its
taxable income to shareholders. Therefore, no income tax provision is required.

Security Gains and Losses

Gains and losses are computed on the  identified  cost basis for both  financial
statement  and  Federal  income  tax  purposes  for all  securities.  Assets and
liabilities  initially  expressed in terms of foreign  currencies are translated
into U.S. dollars at the prevailing  market rates as quoted by one or more banks
or dealers on the date of valuation.  The cost of securities is translated  into
U.S.  dollars at the rates of  exchange  prevailing  when such  securities  were
acquired.  Income and  expenses  are  translated  into U.S.  dollars at rates of
exchange prevailing when accrued.

Investment Transactions and Investment Income

Investment  transactions are accounted for on the date investments are purchased
or sold.  Dividend income and  distributions to shareholders are recorded on the
ex-dividend date.  Interest income is recorded on the accrual basis and includes
amortization of discounts.




                                       10

<PAGE>




Allocation of Income, Expenses and Gains and Losses

Income,  expenses (other than those  attributable to a specific class) and gains
and losses are allocated daily to each class of shares based upon the proportion
of relative net assets  represented  by each class as a percentage of the Fund's
total net assets. Expenses directly attributable to a specific class are charged
against the operations of that class.

Use of Estimates

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported  amounts of increases and  decreases in net assets from  operations
during the reporting period.
Actual results could differ from those estimates.

2. AGREEMENTS

Berger Associates,  Inc.  ("Berger") renders investment advisory services to the
Fund pursuant to an agreement  which provides for an investment  advisory fee to
be paid to Berger at the annual  rate of .90 of 1% of the Fund's  average  daily
net assets. Berger has delegated the day-to-day portfolio management of the Fund
to Perkins,  Wolf & McDonnell (the "Sub-Advisor").  As compensation for services
rendered to the Fund, the Sub-Advisor receives a sub-advisory fee from Berger at
an annual  rate of .9 of 1% of the  Fund's  average  daily net  assets up to $75
million;  .5 of 1% of average  daily net assets  between  $75  million  and $200
million and .2 of 1% of average daily net assets in excess of $200 million. Such
fee is accrued daily and paid monthly.

The Fund has entered into an administrative  services agreement with Berger. The
administrative services agreement provides for an annual fee of .01 of 1% of the
average daily net assets of the Fund,  computed daily and payable  monthly.  The
Fund has also entered into a recordkeeping  and pricing agreement with Investors
Fiduciary Trust Company  ("IFTC"),  who also serves as the Fund's  custodian and
transfer agent. The recordkeeping and pricing agreement provides for the monthly
payment of a base fee plus a fee computed as a percentage  of average  daily net
assets on a total  relationship  basis with other Berger Funds.  IFTC's fees for
custody,  recordkeeping and pricing,  or transfer agency services are subject to
reduction by credits earned by the Fund,  based on the cash balances of the Fund
held by  IFTC as  custodian  or by  credits  received  from  directed  brokerage
transactions.  For the six months ended June 30, 1997, the Fund received  $2,424
in  earnings  and  brokerage  credits  and paid IFTC fees  (after  earnings  and
brokerage credits) of $29,433 for services rendered.

Effective  February  14, 1997,  the Fund  adopted a plan  pursuant to Rule 12b-1
under the Investment  Company Act of 1940 (the "Plan") for the Investor  Shares.
The Plan  provides  for the  payment  to  Berger of a 12b-1 fee of .25 of 1% per
annum of the Investor  Shares'  average  daily net assets to finance  activities
primarily  intended  to  result  in the sale of the  Investor  Shares.  The Plan
provides that such payments will be made to Berger as  compensation  rather than
as reimbursements for actual expenses incurred to promote the sale of shares.

Certain  officers and directors of Berger are also officers  and/or  trustees of
the Fund.  Trustees who are not affiliated with Berger  received  trustees' fees
from the Fund totaling $2,072 for the six months ended June 30, 1997.

3.  INVESTMENT TRANSACTIONS

PURCHASES AND SALES

Purchases  and sales of investment  securities  during the six months ended June
30, 1997, were $38,402,881 and $21,188,258, respectively.  There were no
purchases or sales of long-term U.S. Government securities during the period.




                                       11

<PAGE>



At June 30, 1997, net unrealized  appreciation  of investments of $9,695,136 was
comprised of  $10,127,243  of gross  appreciation  (the excess of value over tax
cost) and $432,107 of gross depreciation (the excess of tax cost over value).

The Fund may hold  certain  types of options  for the  purpose  of  hedging  the
portfolio  against  exposure  to  market  value  fluctuations.  The  use of such
instruments may involve certain risks as a result of unanticipated  movements in
the market. A lack of correlation  between the value of such instruments and the
assets being hedged,  or unexpected  adverse price  movements,  could render the
Fund's hedging  strategy  unsuccessful.  In addition,  there can be no assurance
that a liquid secondary market will exist for the instrument.  Realized gains or
losses  on  these  securities  are  included  in Net  Realized  Gain  (Loss)  on
Securities  Transactions  in the Statements of Operations.  A summary of options
transactions for the six months ended June 30, 1997 is as follows:

<TABLE>
<CAPTION>
                                            Number of Contracts          Premiums Received

<S>                                              <C>                     <C>          
Options outstanding at January 1, 1997            52                     $      56,866
Options written                                    0                                 0
Options closed                                   (52)                          (56,866)
- ----------------------------------------------------------------------------------------
Options outstanding at June 30, 1997               0                     $           0
========================================================================================
</TABLE>

FEDERAL INCOME TAX STATUS

Dividends paid by the Fund from net investment  income and  distributions of net
realized short-term capital gains are, for Federal income tax purposes,  taxable
as ordinary income to shareholders.

The Fund distributes net realized  capital gains, if any, to their  shareholders
at  least  annually,   if  not  offset  by  capital  loss   carryovers.   Income
distributions  and capital gain  distributions are determined in accordance with
income tax  regulations  which may differ  from  generally  accepted  accounting
principles.  These differences are primarily due to the differing treatments for
net operating losses and expiring capital loss carryforwards. Accordingly, these
permanent  differences  in the  character  of income and  distributions  between
financial statements and tax basis will be reclassified to paid-in-capital.

4.  CAPITAL SHARE TRANSACTIONS

The Fund has  authorized an unlimited  number of shares of each class with a par
value of $0.01.  Transactions in shares of each class for the periods  presented
were as follows:

<TABLE>
<CAPTION>
                                              Period Ended June 30, 1997 (1)           Year Ended December 31, 1996
                                                  Shares         Amount                   Shares          Amount

Institutional Shares:
<S>                                                <C>         <C>                         <C>          <C>           
     Sold                                          288,382     $   5,041,433               196,908      $    3,119,256
     Dividends and distributions
        reinvested                                       0                 0               203,848           3,359,418
     Redeemed                                     (329,844)       (5,760,078)             (398,665)         (6,143,497)
                                                 ---------     -------------             ---------      --------------
     Net increase (decrease)                       (41,462)    $    (718,645)                2,091      $      335,177
                                                 =========     =============             =========      ==============
Investor Shares:
     Sold                                        1,538,453     $  27,154,722
     Dividends and distributions
        reinvested                                       0                 0
     Redeemed                                     (161,636)       (2,960,061)
                                                 ---------     -------------
     Net increase                                1,376,817     $  24,194,661
                                                 =========     =============

</TABLE>

(1)  Represents the six months ended June 30, 1997 for the Institutional  Shares
     and for the period from  February 14, 1997  (inception of offering) to June
     30, 1997 for the Investor Shares.




                                       12

<PAGE>



5.   LINE OF CREDIT

Subsequent  to June 30, 1997,  the Fund,  along with certain other Berger Funds,
entered into an ongoing  agreement  with  certain  banks which allows the Berger
Funds,  collectively,  to borrow up to $150  million for  temporary or emergency
purposes.  In connection with the establishment of the line-of-credit,  the Fund
paid $323  representing  its  pro-rata  share of the  origination  fee  totaling
$15,000.   Since  the  line-of-credit  was  established,   there  have  been  no
borrowings.

6.  CHANGE OF FISCAL YEAR AND INDEPENDENT AUDITORS

Effective April 11, 1997, the trustees of Berger Omni  Investment  Trust changed
the fiscal year end for the Fund from December 31 to September 30, and appointed
Price Waterhouse LLP as independent auditors for the fiscal year ended September
30, 1997.

7.  OTHER MATTERS

A special  meeting of shareholders of the Fund was held on February 13, 1997, at
which  shareholders  approved a number of  actions  which  facilitated  the Fund
becoming part of the Berger Funds family of mutual funds.  The actions  approved
included the following:

(a)  election of ten new  individuals  as  trustees of the Trust,  each who also
     serve as trustees of other Berger Funds;

(b)  approval of a new Investment  Advisory  Agreement  with Berger  Associates,
     Inc.  ("Berger"),  pursuant  to which the Fund will pay Berger a fee at the
     annual  rate of  0.90% of the  Fund's  average  daily  net  assets  for its
     services;

(c)  approval of a new Sub-Advisory  Agreement between Berger and Perkins, Wolf,
     McDonnell & Company ("PWM"), pursuant to which Berger will pay PWM a fee at
     the annual  rate of 0.90% of the first $75  million  of  average  daily net
     assets of the Fund, 0.50% of the next $125 million, and 0.20% of any amount
     in excess of $200 million for sub-advisory services.

(d)  approval of  amendments to the Trust's  Declaration  of Trust to permit the
     establishment of multiple classes of shares.





                                       13

<PAGE>



BERGER SMALL CAP VALUE FUND
INSTITUTIONAL SHARES
FINANCIAL HIGHLIGHTS

<TABLE>
<CAPTION>
                                                       For a Share Outstanding Throughout the Period Ended

                                            June 30, 1997                                 December 31,
                                             (Unaudited)        1996           1995          1994          1993          1992




                                       10

<PAGE>



<S>                                          <C>             <C>           <C>            <C>           <C>           <C>     
Net asset value,
    beginning of period                      $    16.48      $  14.57      $   12.75      $  13.99      $  13.39      $  11.39
- --------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
    Net investment income (loss)                   0.02          0.12           0.09         (0.01)         0.03          0.09
    Net realized and unrealized
    gain (loss) on investments                     2.54          3.62           3.23          0.91          2.14          2.14
- --------------------------------------------------------------------------------------------------------------------------------
Total from investment operations                   2.56          3.74           3.32          0.90          2.17          2.23
- --------------------------------------------------------------------------------------------------------------------------------
Dividends:
    Dividends from net investment
    income                                         0.00         (0.11)         (0.09)         0.00         (0.03)        (0.10)
    Dividends from net realized gain
    on investments                                 0.00         (1.72)         (1.41)        (2.14)        (1.54)        (0.13)
- --------------------------------------------------------------------------------------------------------------------------------
Total dividends                                    0.00         (1.83)         (1.50)        (2.14)        (1.57)        (0.23)
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value,
    end of period                            $    19.04      $  16.48      $   14.57      $  12.75     $   13.99      $  13.39
================================================================================================================================
Total Return (%)                                  15.53         25.58          26.07          6.74         16.25         19.59
================================================================================================================================
Ratios/Supplemental Data:
Total net assets, end of
    period (in thousands)                    $   40,849      $ 36,041      $  31,833      $ 18,270   $    16,309      $ 14,007

Ratios to average net assets (%):
    Expenses                                       1.44*~        1.48           1.64          1.43           1.31         1.41
    Net investment income (loss)                   0.24~         0.69           0.64         (0.04)        0.18           0.73
Portfolio turnover rate (%)                          50            69             90           125           108           105
Average commission rate                      $   0.0562      $ 0.1015              -             -             -             -
</TABLE>



*   Ratio reflects total expenses, including fees offset by earnings credits.
~   Annualized.

See notes to financial statements.




                                       14

<PAGE>



BERGER SMALL CAP VALUE FUND
INVESTOR SHARES
FINANCIAL HIGHLIGHTS (UNAUDITED)
FOR A SHARE OUTSTANDING
THROUGHOUT  THE PERIOD FROM FEBRUARY 14, 1997
(INCEPTION  OF OFFERING)THROUGH JUNE 30, 1997




Net asset value, beginning of period                         $      17.24
- ---------------------------------------------------------------------------
Income (loss) from investment operations:
    Net investment income (loss)                                     0.02
    Net realized and unrealized gain (loss) on investments           1.77
- ---------------------------------------------------------------------------
Total from investment operations                                     1.79
- ---------------------------------------------------------------------------
Dividends:
    Dividends from net investment income                             0.00
    Dividends from net realized gain on investments                  0.00
- ---------------------------------------------------------------------------
Total dividends                                                      0.00
- ---------------------------------------------------------------------------
Net asset value, end of period                               $      19.03
===========================================================================
Total Return (%)                                                    10.38
===========================================================================
Ratios/Supplemental Data:
Total net assets, end of period (in thousands)               $     26,197
Ratios to average net assets (%):
    Expenses*~                                                       1.40
    Net investment income (loss)~                                    0.52
Portfolio turnover rate (%)                                            50
Average commission rate                                      $      .0562


*   Ratio reflects total expenses, including fees offset by earnings credits.
~   Annualized.


See notes to financial statements.




                                       15

<PAGE>





                    TRUSTEES OF BERGER OMNI INVESTMENT TRUST

                   MICHAEL OWEN, CHAIRMAN * DENNIS E. BALDWIN
      WILLIAM M.B. BERGER * LOUIS R. BINDNER, P.E. * KATHERINE A. CATTANACH
            LUCY BLACK CREIGHTON * PAUL R. KNAPP * GERARD M. LAVIN *
                     HARRY T. LEWIS, JR. * WILLIAM SINCLAIRE


                                    OFFICERS:


                                 GERARD M. LAVIN
                                    President


                                  KEVIN R. FAY
                     Vice President, Secretary and Treasurer


                                 CRAIG D. CLOYED
                                 Vice President


                                JANICE M. TEAGUE
                               Assistant Secretary


                                DAVID J. SCHULTZ
                               Assistant Treasurer


                               INVESTMENT ADVISOR
                             Berger Associates, Inc.
                                  P.O. Box 5005
                             Denver, Colorado 80217
                        1-303-329-0200 or 1-800-333-1001

                                THE BERGER FUNDS
                       Together we can move mountains.(TM)

                         (C)1997 Berger Associates, Inc.



                                       16


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