BERGER OMNI INVESTMENT TRUST, 485BPOS, 1998-01-30

BERGER OMNI INVESTMENT TRUST
485BPOS, 1998-01-30

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 30, 1998

1933 Act File No. 33-15867
1940 Act File No. 811-4273

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / /

Pre-Effective Amendment No. / /

Post-Effective Amendment No. 15 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 15 /X/

(Check appropriate box or boxes)

BERGER OMNI INVESTMENT TRUST
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

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

Registrant's Telephone Number, including Area Code: (303) 329-0200
---------------------------

Gerard M. Lavin, 210 University Boulevard, Suite 900, Denver, CO 80206
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)

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

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

/ / immediately upon filing pursuant to paragraph (b)
/X/ on January 31, 1998, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / 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.

Title of Securities Being Registered: Shares of Beneficial Interest of
------------------------------------------
the Berger Small Cap Value Fund - Institutional Shares
- --------------------------------------------------------------------------------

<PAGE>

BERGER OMNI INVESTMENT TRUST
SHARES OF BENEFICIAL INTEREST
Cross-Reference Sheet Pursuant to Rule 481

I. Berger Small Cap Value Fund -- Institutional Shares

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

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
Performance In 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
of Securities Sections 3 and 14
16. Investment Advisory and Other Services Sections 3, 4, 5 and 14
17. Brokerage Allocation and Other Practices Sections 1 and 6
18. Capital Stock and Other Securities Section 14
19. Purchase, Redemption and Pricing of
Securities Being Offered Sections 7, 8, 10, 11 and 12
20. Tax Status Section 9
21. Underwriters Section 5 and 14
22. Calculations of Performance Data Section 13
23. Financial Statements Financial Statements

<PAGE>

EXPLANATORY NOTE

This amendment to the Registration Statement of Berger Omni Investment
Trust contains the following:

One Prospectus for the Berger Small Cap Value Fund -- Institutional Shares

One Statement of Additional Information for the Berger Small Cap Value Fund --
Institutional Shares

One Part C

This amendment does not contain a Prospectus or Statement of Additional
Information for, nor affect any Prospectus or Statement of Additional
Information covering, the Berger Small Cap Value Fund -- Investor Shares.

<PAGE>

[FRONT COVER]
THE BERGER FUNDS PROSPECTUS

[Wooded hillside photo]

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

JANUARY 31, 1998

This prospectus gives you important information about this Fund. Please read it
carefully before you invest in the Fund. Keep it for future reference.

Like all mutual funds, these securities have not been approved or disapproved by
the Securities and Exchange Commission (SEC). Also, the SEC has not passed upon
the accuracy or adequacy of this prospectus. Any representation to the contrary
is a criminal offense.

<PAGE>

BERGER SMALL CAP VALUE FUND
INSTITUTIONAL SHARES

The BERGER SMALL CAP VALUE FUND (the "Fund") is a no-load, diversified
mutual fund. The Fund's investment objective is capital appreciation. In
pursuit of that goal, the Fund primarily invests in small companies that are out
of favor with markets or that have not yet been discovered by the broader
investment community and are therefore believed to be undervalued. The Fund
does not invest to provide current income, although some income may be produced
while managing the Fund's portfolio.

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

- A low price relative to their assets, earnings, cash flow or business
franchise
- Products and services that give them a competitive advantage
- Quality balance sheets and strong management.

The Fund primarily invests in common stocks of small companies, both
domestic and foreign, and other securities with equity features, such as
convertible securities, preferred stocks, warrants and rights. Under normal
circumstances, the Fund invests at least 65% of its assets in equity securities
of companies with market capitalizations of less than $1 billion at the time of
initial purchase. The balance of the Fund may be invested in larger companies,
government securities or other short-term investments. For further information
about the Fund's investments, see "Investment Objective and Policies and Risk
Factors."

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. For details, see
"Purchase of Shares in the Fund."

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. See "Management
and Investment Advice" and "Expenses of the Fund."

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.

<PAGE>

Table of Contents

Section Page

1. Fee Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. Condensed Financial Information. . . . . . . . . . . . . . . . . . . . . 2

3. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

4. Investment Objective and Policies and Risk Factors . . . . . . . . . . . 4

5. Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

6. Management and Investment Advice . . . . . . . . . . . . . . . . . . . . 7

7. Expenses of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 8

8. Purchase of Shares in the Fund . . . . . . . . . . . . . . . . . . . . . 9

9. Net Asset Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . .10

10. Open Account System and Share Certificates. . . . . . . . . . . . . . .11

11. Redemption of Fund Shares . . . . . . . . . . . . . . . . . . . . . . .11

12. Exchange Privilege. . . . . . . . . . . . . . . . . . . . . . . . . . .13

13. Plans and Programs. . . . . . . . . . . . . . . . . . . . . . . . . . .13

14. Income Dividends, Capital Gains Distributions and Tax Treatment . . . .14

15. Additional Information. . . . . . . . . . . . . . . . . . . . . . . . .14

16. Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

-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 0.90% 0.43% 1.33%
Fund - Institutional
Shares**
- --------------------------------------------------------------------------------

* Other Expenses primarily include transfer agency fees, shareholder report
expenses, registration fees and custodian fees.

** Expenses reflect current fee arrangements which came into effect on
February 14, 1997, and have been restated as if such arrangements were in
effect throughout the entire year.

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 - $14 $42 $73 $160
Institutional Shares
- --------------------------------------------------------------------------------

THE EXPENSES SET FORTH IN THE PRECEDING TABLES SHOULD NOT BE CONSIDERED A
REPRESENTATION OF PAST OR FUTURE EXPENSES, AND ACTUAL EXPENSES MAY BE GREATER OR
LESS THAN THOSE SHOWN. THE ASSUMED 5% ANNUAL RETURN IS HYPOTHETICAL AND SHOULD
NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH MAY
BE GREATER OR LESS THAN THE ASSUMED AMOUNT.

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 restated as if the current
Institutional Share fee arrangements, which came into effect on February 14,
1997, were in effect throughout the entire year.

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<PAGE>

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 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 the period ended September 30, 1997, has been audited
by Price Waterhouse LLP, whose report thereon is incorporated by reference from
the Fund's 1997 Annual Report into the Statement of Additional Information. The
information provided for each of the fiscal years ended December 31, 1993, 1994,
1995 and 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 for each of the remaining
fiscal years was audited by Ernst & Young LLP or by other independent
accountants. The financial data below include 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 Institutional Shares of 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

For a share outstanding throughout the periods/years indicated
- -------------------------------------------------------------------------------------------------------------------------------
Nine
Months Year Ended
Ended December 31,
September
30,
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>

1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
Net asset value,
beginning of period* $16.48 $14.57 $12.75 $13.99 $13.39 $11.39 $ 9.23 $12.19 $11.21 $10.06

INCOME (LOSS) FROM
INVESTMENT OPERATIONS
Net investment
income (loss)* .07 .12 .09 (.01) .03 .09 .14 .28 .23 .24
Net realized and
unrealized gain (loss)
on securities* 5.78 3.62 3.23 .91 2.14 2.14 2.16 (2.95) 2.71 1.77
----- ----- ----- ----- ----- ----- ----- ------ ----- -----
Total from investment
operations* 5.85 3.74 3.32 .90 2.17 2.23 2.30 (2.67) 2.94 2.01
----- ----- ----- ----- ----- ----- ----- ------ ----- -----
LESS DISTRIBUTIONS
Dividends (from net
investment income)* .00 (.11) (.09) .00 (.03) (.10) (.14) (.29) (.22) (.24)
Distributions (from
capital gains)* .00 (1.72) (1.41) (2.14) (1.54) (.13) .00 .00 (1.74) (.62)
----- ----- ----- ----- ----- ----- ----- ------ ----- -----
Total distributions* .00 (1.83) (1.50) (2.14) (1.57) (.23) (.14) (.29) (1.96) (.86)
----- ----- ----- ----- ----- ----- ----- ------ ----- -----

Net asset value,
end of period* $22.33 $16.48 $14.57 $12.75 $13.99 $13.39 $11.39 $ 9.23 $12.19 $11.21
----- ----- ----- ----- ----- ----- ----- ------ ----- -----
----- ----- ----- ----- ----- ----- ----- ------ ----- -----

Total return 35.50%(3) 25.58% 26.07% 6.74% 16.25% 19.59% 25.01% (21.94)% 26.44% 20.09%
----- ----- ----- ----- ----- ----- ----- ------ ----- -----
----- ----- ----- ----- ----- ----- ----- ------ ----- -----

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period
(in thousands) $ 58,450 $36,041 $31,833 $18,270 $16,309 $14,007 $11,940 $ 9,839 $13,576 $ 9,976
Net expense ratio to
average net assets 1.33%(1) 1.48% 1.64% 1.43% 1.31% 1.41% 1.52% 1.84% 1.78% 1.44%
Ratio of net income
(loss) to average
net assets 0.63%(1) 0.69% 0.64% (.04)% 0.18% 0.73% 1.24% 2.34% 1.85% 2.33%
Gross expenses to average
net assets(2) 1.34%(1) 1.48% 1.64% 1.43% 1.31% -- -- -- -- --
Portfolio turnover rate 81%(3) 69% 90% 125% 108% 105% 130% 146% 118% 103%
Average commission rate $0.0726 $0.1015 -- -- -- -- -- -- -- --

</TABLE>

* All per share amounts prior to December 31, 1994 have been adjusted for a 10
for 1 share split which occurred September 30, 1994.
(1) Annualized.
(2) During the period, certain fees were reduced as a result of earnings
credits. If such reductions had not occurred, the ratios would have been as
indicated.
(3) Based on operations for the period shown and accordingly, is not
representative of a full year.

-3-
<PAGE>

3. INTRODUCTION

The Berger Small Cap Value Fund is a mutual fund or, to use the technical
name, an open-end, management investment company. The Fund is a diversified
fund. The Fund is also 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 OBJECTIVE AND POLICIES AND RISK FACTORS

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

The Fund's Sub-Advisor generally looks for companies with:

- A low price relative to their assets, earnings, cash flow or
business franchise
- Products and services that give them a competitive advantage
- Quality balance sheets and strong management.

The Fund may be of interest to investors who are comfortable with
above-average risk and intend to make an investment commitment over the long
term. The Fund is not intended to be a complete investment program on its own,
but may serve to diversify other types of investments in an investor's
portfolio.

The Fund's net asset value may be more volatile than that of funds
primarily invested in stocks of larger companies. Smaller companies may pose
greater risk due to narrow product lines, limited financial resources, less
depth in management or a limited trading market for their stocks. However, the
Sub-Advisor's philosophy is to weigh a security's downside risk before
considering its upside potential, which may help provide an element of capital
preservation. The Fund's investments are often focused in a small number of
business sectors. In addition, the Fund may invest in certain securities with
unique risks, such as special situations and foreign securities.

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.

When the Fund's Sub-Advisor believes market conditions warrant a
temporary defensive position, the Fund may increase its investment in government
securities and other short-term interest-bearing securities without regard to
the Fund's otherwise applicable investment restrictions, policies or normal
investment emphasis. During this period, it may be more difficult for the Fund
to achieve its investment objective.

Following is additional information about some of the specific types
of securities and other instruments in which the Fund may invest:

-4-
<PAGE>

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.

SECTOR FOCUS. A significant portion of the Fund's assets may be
invested in a relatively small number of related industries. However, the Fund
will not concentrate 25% or more of its total assets in any one industry.
Sector focus may increase both market risk (share price volatility) and
liquidity risk.

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.

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.

SECURITIES OF COMPANIES WITH LIMITED OPERATING HISTORIES. The Fund
may invest in securities of companies with limited operating histories. The
Fund considers these to be securities of companies with a record of less than
three years' continuous operation, even including the operations of any
predecessors and parents. (These are sometimes referred to as "unseasoned
issuers.") These companies by their nature have only a limited operating
history which can be used for evaluating the company's growth prospects. As a
result, investment decisions for these securities may place a greater emphasis
on current or planned product lines and the reputation and experience of the
company's management and less emphasis on fundamental valuation factors than
would be the case for more mature companies. In addition, many of these
companies may also be small companies and involve the risks and price volatility
associated with smaller companies. The Fund may invest up to 5% of its total
assets in securities of unseasoned issuers.

ILLIQUID SECURITIES. The Fund is authorized to invest in securities
which are illiquid or not readily marketable because, based upon their nature or
the market for such securities, no ready market is available. However, the Fund
will not purchase any such security, the purchase of which would cause the Fund
to invest more than 10% of its net assets, measured at the time of purchase, in
illiquid securities. Investments in illiquid securities involve certain risks
to the extent that the Fund may be unable to dispose of such a security at the
time desired or at a reasonable price or, in some cases, may be unable to
dispose of it at all. If securities become illiquid following

-5-
<PAGE>

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.

HEDGING TRANSACTIONS. The Fund is authorized to make limited use of
certain types of put and call options, but only for the purpose of hedging, that
is, protecting against the risk of market movements that may adversely affect
the value of the Fund's securities or the price of securities that the Fund is
considering purchasing. Although a hedging transaction may, for example,
partially protect the Fund from a decline in the value of a particular security
or its portfolio generally, hedging may also limit the Fund's opportunity to
profit from favorable price movements, and the cost of the transaction will
reduce the potential return on the security or the portfolio. The following is
a summary of the options which the Fund may utilize, provided that no more than
5% of the Fund's net assets at the time of purchase may be utilized as premiums
for options.

An option gives the holder the right, but not the obligation, to
purchase or sell something (such as a security) at a specified price at any time
until the expiration date. An option on a securities index is similar, except
that upon exercise, settlement is made in cash rather than in specific
securities. The Fund may only write call options (that is, issue options that
obligate the Fund to deliver if the option is exercised by the holder) that are
"covered" and only up to 10% of the Fund's net assets. A call option is
considered "covered" if the Fund already owns the security on which the option
is written or, in the case of an option written on a securities index, if the
Fund owns a portfolio of securities believed likely to substantially replicate
movement of the index.

Use of call options written by the Fund involves the potential for a
loss that may exceed the premium received for the option. However, the Fund
will be permitted to use such instruments for hedging purposes only, and only if
the aggregate amount of its obligations under these contracts does not exceed
the total market value of the assets the Fund is attempting to hedge, such as a
portion or all of its exposure to equity securities or its holding in a specific
security. To help ensure that the Fund will be able to meet its obligations
under options written by the Fund, the Fund will be required to maintain liquid
assets in a segregated account with its custodian bank or to set aside portfolio
securities to "cover" its position in these contracts.

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; and (d) the need for additional information
and skills beyond those required for the management of a portfolio of
traditional securities. In addition, when the Fund enters into an
over-the-counter contract with a counterparty, the Fund will assume counterparty
credit risk, that is, the risk that the counterparty will fail to perform its
obligations, in which case the Fund could be worse off than if the contract had
not been entered into. Additional detail concerning the Fund's use of options
and the risks of such investments can be found in the Statement of Additional
Information.

INVESTMENT RESTRICTIONS

The Fund has adopted a number of other restrictions on its investments
and other activities that may not be changed without shareholder approval. For
example, as to 75% of its total assets, the Fund may not purchase securities of
any issuer (except U.S. Government securities) if, immediately after and as a
result of such purchase, the value of the Fund's holdings in the securities of
that issuer exceeds 5% of the value of its total assets or it owns more than 10%
of the outstanding voting securities of such issuer. In addition, the Fund may
invest no more than 25% of the value of its assets, at the time of purchase, in
securities of companies principally engaged in a particular industry, although
the Fund may as a temporary defensive measure invest up to 100% of its total
assets in obligations issued or guaranteed by the U.S. Government or its
agencies.

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<PAGE>

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 portfolio turnover rate of the Fund is shown in the Financial
Highlights table above in this Prospectus. The annual portfolio turnover rate
of the Fund at times has exceeded 100%. A 100% annual turnover rate results,
for example, if the equivalent of all of the securities in the Fund's portfolio
are replaced in a period of one year. The Fund anticipates that its portfolio
turnover rate in future years may exceed 100%, and investment changes will be
made whenever the Sub-Advisor deems them appropriate even if this results in a
higher portfolio turnover rate. In addition, portfolio turnover for the Fund
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.

6. MANAGEMENT AND INVESTMENT ADVICE

The Fund is supervised by trustees who are responsible for major
decisions about the Fund's policies and overall Fund oversight. The Fund's
trustees hire the companies that run day-to-day Fund operations, such as the
investment advisor, administrator, transfer agent and custodian. For more
information about the Fund's trustees and officers, see the Statement of
Additional Information.

THE ADVISOR

The investment advisor to the Fund is Berger Associates, Inc. (the
"Advisor" or "Berger Associates"), 210 University Boulevard, Suite 900, Denver,
CO 80206. Berger Associates became the Fund's investment advisor on February
14, 1997, following shareholder approval of a new Investment Advisory Agreement
between the Fund and the Advisor. The Advisor is responsible for managing the
investment operations of the Fund and the composition of its investment
portfolio. The Advisor is permitted to engage a sub-advisor for the Fund. The
Advisor also acts as the Fund's administrator and is responsible for such
functions as monitoring the Fund's compliance with all applicable federal and
state laws.

The Advisor has been in the investment advisory business for over 20
years. It serves as investment advisor or sub-advisor to mutual funds and
institutional investors and had assets under management of more than $3.9
billion as of September 30, 1997. The Advisor is a wholly-owned subsidiary of
Kansas City Southern Industries, Inc. ("KCSI"). 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

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<PAGE>

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 President and a director of the Sub-Advisor. Gregory
E. Wolf owns 20% of the Sub-Advisor's outstanding common stock and serves as
Treasurer and a director of the Sub-Advisor.

ADVISORY FEES

Under the Investment Advisory Agreement for the Fund, the Advisor is
compensated for its services to the Fund by the payment of a fee at the annual
rate of 0.90% of the average daily net assets of the Fund. The Fund pays no
fees directly to the Sub-Advisor. The Sub-Advisor receives from the Advisor a
fee at the annual rate of 0.90% of the first $75 million of average daily net
assets of the Fund, 0.50% of the next $125 million, and 0.20% of any amount in
excess of $200 million.

7. EXPENSES OF THE FUND

The Fund has appointed Investors Fiduciary Trust Company ("IFTC") as
its recordkeeping and pricing agent to calculate the daily net asset value of
the Fund and to perform certain accounting and recordkeeping functions required
by the Fund. In addition, IFTC also serves as the Fund's custodian, transfer
agent and dividend disbursing agent. IFTC has engaged DST as sub-agent to
provide transfer agency and dividend disbursing services for the Fund. As noted
above, approximately 41% of the outstanding shares of DST are owned by KCSI.

For custodian, recordkeeping and pricing services, the Fund pays fees
to IFTC based on a percentage of its assets, subject to certain minimums. The
Fund also pays a monthly fee based primarily on the number of accounts
maintained on behalf of the Fund for transfer agency and dividend disbursing
services, which fees are paid by the Fund to IFTC and in turn passed through to
DST as sub-agent. In addition, the Fund reimburses IFTC and DST for certain
out-of-pocket expenses.

The Fund and/or its Advisor may enter into arrangements with certain
brokerage firms and other companies (such as recordkeepers and administrators)
to provide administrative services (such as sub-transfer agency, recordkeeping,
shareholder communications, sub-accounting and/or other services) to investors
purchasing shares of the Fund through those firms or companies. The Fund's
Advisor or the Fund (if approved by its trustees) may pay fees to these
companies for their services. These companies may also be appointed as agents
for or authorized by the Fund to accept on its behalf purchase and redemption
requests that are received in good order. Subject to Fund approval, certain of
these companies may be authorized to designate other entities to accept purchase
and redemption orders on behalf of the 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.

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<PAGE>

The Fund pays Berger Associates a fee at the annual rate of 0.01% (1/100 of 1%)
of its average daily net assets for such services. The Fund also incurs other
expenses, including accounting, administrative and legal expenses.

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.

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 not applicable 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 mail, telephone
(1-800-960-8427) or online (www.bergerfunds.com) at the relevant net asset
value. Unless effected through an Automatic Investment Plan, subsequent
purchases by shareholders must be in the minimum amount of $1,000.

A confirmation indicating the details of the transaction will be sent
promptly. Unless full shares only are specified, all purchases will be made in
full and fractional shares calculated to three decimal places.

All purchase orders are effected at the net asset value per share for
the Institutional Shares of the Fund next determined after the purchase order,
along with a completed application and payment, is received and accepted by the
Fund, its authorized agent or designee. A purchase order, together with payment
in proper form, received by the Fund, its authorized agent or designee 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 - Telephone and Online
Redemptions" for the Fund's policies and procedures on effecting transactions by
telephone or online.

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

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<PAGE>

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". The Fund will not accept
purchases by cash, credit card, third-party checks or checks drawn on foreign
banks.

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 applicable to 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, its authorized agent or designee.

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.

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, may be valued 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.

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<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, its authorized
agent or designee. 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 SIGNATURE 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
1-800-960-8427.

(ii)TELEPHONE AND ONLINE REDEMPTIONS. All shareholders have Telephone
and Online 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 and online redemption option is not
available for shares held in retirement accounts sponsored by the Fund.
Telephone redemption requests may be made by telephoning DST Systems, Inc., at
1-800-960-8427. Online redemption requests may be made by contacting the Fund
online at www.bergerfunds.com. 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 or online 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 and online transactions are recorded and written
confirmations indicating the details of all transactions will promptly be sent
to the shareholder of record. Prior to accepting a telephone or online order,
the shareholder placing the order may be required to provide certain identifying
information. A shareholder electing to communicate instructions by telephone or
online 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

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<PAGE>

assume responsibility for the authenticity of instructions communicated by
telephone or online 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 online
instructions in the event these procedures are not followed.

In times of extreme economic or market conditions, redeeming shares by
telephone or online may be difficult. The Fund may terminate or modify the
procedures concerning the telephone and online 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 these redemption requirements.

(iii) PAYMENT FOR REDEEMED SHARES. Payment for shares redeemed upon
written request will be made by draft and generally will be sent 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 online will be made by
draft payable to the account name(s) and address exactly as registered, and
generally will be sent within three business days following the date of the
request for redemption.

A shareholder may request that payment for redeemed shares of the Fund
be made by wire or electronic funds transfer. Shareholders may elect to use
these services on the account application or by providing the Fund with a
signature guaranteed letter requesting these services and designating the bank
to receive all wire or electronic funds transfers. A shareholder may change the
predesignated bank of record by providing the Fund with written, signature
guaranteed instructions. Redemption proceeds paid by wire transfer generally
will be transmitted to the shareholder's predesignated bank account on the next
business day after receipt of the shareholder's redemption request. Redemption
proceeds paid by electronic funds transfer will be electronically transmitted to
the shareholder's predesignated bank account on the second business day after
receipt of the shareholder's redemption request. There is no fee for wire or
electronic funds transfer of proceeds from the redemption of Fund shares.

Shareholders may encounter delays in redeeming shares purchased by
check (other than cashier's or certified checks), electronic funds transfer or
through the Automatic Investment Program if the redemption request is made
shortly after the date of purchase. Proceeds from the redemption of shares
purchased by such methods may be delayed until full payment for the shares has
been received and cleared, which may take up to 15 days from the purchase date.
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 online 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

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<PAGE>

account to meet or exceed the minimum. If this condition is not met, all shares
remaining in the account will be subject to redemption at the per share net
asset value next determined after the 60th day following the notice. Payment
for the proceeds will be sent to the shareholder unless a share certificate has
been issued, in which case payment will be made upon surrender of the
certificate.

12. EXCHANGE PRIVILEGE

By telephoning the Fund at 1-800-960-8427, writing to the Fund in care
of DST at P.O. Box 419958, Kansas City, MO 64141, or contacting the Fund online
at www.bergerfunds.com, any shareholder may exchange, without charge, any or all
of the shareholder's shares in the Fund (subject to applicable minimum account
balance requirements) 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 eligible for sale 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 or
online may be difficult. See "Redemption of Fund Shares - Telephone and Online
Redemptions" for procedures for telephone and online 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,
call or online order 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 in writing, by telephone or online which are believed
to be genuine. See "Redemption of Fund Shares - Telephone and Online
Redemptions" for procedures for telephone and online transactions. All
shareholders have Telephone and Online 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
individuals, businesses and nonprofit organizations. For information about
establishing a Berger Funds IRA, Roth IRA, profit-sharing or money purchase
pension plan, 403(b) Custodial Account, SEP-IRA, SIMPLE IRA account or other
retirement plans, please call 1-800-706-0539 or write to The Berger Funds c/o
Berger Associates, P.O. Box 5005, Denver, CO 80217. Trustees for existing
401(k) or other plans interested in using Fund shares as an investment or
investment alternative in their plans are invited to call the 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.

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<PAGE>

14. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT

DISTRIBUTIONS OF INCOME AND GAINS

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.

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.

SHAREHOLDER TAXES

Generally, shareholders will owe tax on amounts distributed to them by
the Fund whether they reinvest them in additional shares or receive them in
cash. Shareholders not subject to tax on their income generally will not be
required to pay any income tax on amounts distributed to them.

Distributions of gains from the sale of assets held by the Fund for
more than one year generally are taxable to a shareholder at the applicable
mid-term or long-term capital gains rate, regardless of how long the shareholder
has owned Fund shares. Distributions from other sources generally are taxed as
ordinary income.

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

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

TAX TREATMENT OF THE FUND

In general, as long as the Fund qualifies under certain federal tax
laws, it will not be subject to federal income tax on income and capital gains
that it distributes to its shareholders. The Fund has qualified, and intends to
continue to qualify, under those laws. The Fund also intends to avoid an excise
tax on undistributed income by making timely distributions.

ADDITIONAL TAX INFORMATION

Shareholders should also consult their own tax advisors, since this is
only a summary and may not cover every particular situation. For more
information about other tax matters, including backup withholding for certain
taxpayers and other tax aspects of redemptions, see the Statement of Additional
Information.

15. ADDITIONAL INFORMATION

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

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<PAGE>

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. 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. Prior to that date, the Fund and the Trust were known as The
Omni Investment Fund.

The Trust is authorized to issue an unlimited number of shares of
beneficial interest in series or portfolios. Currently, the Fund is the only
series established under the Trust, although others may be added in the future.
Shares of the Fund are fully paid and nonassessable when issued. Each share has
a par value of $.01. Currently, the Fund offers two classes of shares by
separate prospectuses. The Institutional Shares offered in this Prospectus are
designed for pension and profit-sharing plans, employee benefit trusts,
endowments, foundations and corporations, as well as high net worth individuals,
who are willing to maintain a minimum account balance of $100,000.
Institutional Shares are also made available for purchase and dividend
reinvestment to all holders of the Fund's shares as of February 14, 1997, when
all the Fund's then outstanding shares were designated as Institutional Shares,
subject to a minimum account balance requirement of $500. A separate class of
shares, Investor Shares, are available to the general public, subject to the
Fund's regular minimum investment requirements (currently a $2,000 minimum
initial investment). Because each class of shares of the Fund is subject to
different expenses, the net asset value and performance of, and any dividend or
other distribution made to, each class of shares will differ. For additional
information about the other class of shares offered by the Fund, please call the
Berger Funds at 1-800-333-1001.

Shareholders owning a particular series or class of shares of the Fund
will vote separately on matters relating to that series or class, although they
will vote together and along with the shareholders of other series and classes
of the Fund in the election of trustees of the Trust and on all matters relating
to the Trust as a whole. Each full share of the Fund has one vote. Shares of
the Fund have non-cumulative voting rights, which means that the holders of more
than 50% of the shares voting for the election of trustees can elect 100% of the
trustees if they choose to do so and, in such event, the holders of the
remaining less than 50% of the shares voting for the election of trustees will
not be able to elect any person or persons as trustees. The Fund is not
required to hold annual shareholder meetings unless required by the Investment
Company Act of 1940 or other applicable law or unless called by the trustees.

The Fund's transfer agent and dividend disbursing agent is Investors
Fiduciary Trust Company ("IFTC"), 127 West 10th Street, Kansas City, MO 64105.
IFTC has engaged DST Systems, Inc., as sub-agent to provide transfer agency and
dividend disbursing services for the Fund. Accordingly, the address and
telephone number for DST Systems, Inc., set forth in this Prospectus should be
used for correspondence with the Fund's transfer agent.

16. PERFORMANCE

From time to time in advertisements, the Fund may discuss its
performance ratings as published by recognized mutual fund statistical services,
such as Lipper Analytical Services, Inc., CDA Investment Technologies, Inc., or
Morningstar, Inc., or Value Line Investment Survey or by publications of general
interest such as THE WALL STREET JOURNAL, INVESTOR'S BUSINESS DAILY, MONEY,
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 400 Mid-Cap Index, the Standard & Poor's 600
Small Cap Index, the Standard & Poor's/BARRA Value Index, the Nasdaq Composite
Index or the Lehman Brothers Intermediate Term Government/Corporate Bond Index,
or more narrowly-based or blended indices which reflect the market sectors in
which 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

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<PAGE>

percentage increase is determined by subtracting the initial value of the
investment from the ending value and dividing the remainder by the initial
value.

The Fund's total return reflects the Fund's performance over a stated
period of time. An average annual total return reflects the hypothetical
annually compounded return that would have produced the same total return if the
Fund's performance had been constant over the entire period. Total return
figures are based on the overall change in value of a hypothetical investment in
the Fund. Because average annual total returns for more than one year tend to
smooth out variations in the Fund's return, investors should recognize that such
figures are not the same as actual year-by-year results.

Shares of the Fund had no class designations until February 14, 1997,
when all of the then-existing shares were designated as Institutional Shares and
the Fund commenced offering a separate class of shares designated as Investor
Shares. Total return of the Institutional Shares and other classes of shares of
the Fund will be calculated separately. Because each class of shares is subject
to different expenses, the performance of each class for the same period will
differ.

Any performance figures for the Fund are based upon historical results
and do not guarantee 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.

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<PAGE>

[BACK COVER]

[LOGO]
BERGER
Together we can
move mountains (R)

The Statement of Additional Information (SAI) has been filed with the SEC and is
incorporated by reference in its entirety into this prospectus (meaning it
legally becomes a part of this prospectus). The SAI also incorporates by
reference the financial statements and independent accountant's report from the
Fund's 1997 Annual Report. The SAI and current Annual and Semi-Annual Report,
which includes the Fund's financial statements, independent accountant's report,
further performance information, portfolio holdings and a statement from Fund
management, may be obtained without charge by calling the Fund at
1-800-706-0539. You may also read or download the SAI, plus other information
and material incorporated by reference in this prospectus, from the SEC's
Internet Web site at www.sec.gov.

Shareholders with questions should write to the Fund, c/o Berger Associates,
Inc., P.O. Box 5005, Denver, CO 80217, or call 1-303-329-0200 or 1-800-706-0539
or contact us online at www.bergerfunds.com.

Prospectus printed on recycled paper.

<PAGE>

BERGER SMALL CAP VALUE FUND
INSTITUTIONAL SHARES

STATEMENT OF ADDITIONAL INFORMATION

SHAREHOLDER SERVICES: 1-800-960-8427

This Statement of Additional Information ("SAI") 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 January 31, 1998, as it may be amended or supplemented
from time to time, which may be obtained by writing the Fund at P.O. Box 5005,
Denver, Colorado 80217, or calling 1-800-706-0539.

The Fund is a no-load, diversified mutual fund. The Fund's investment
objective is capital appreciation. In pursuit of that goal, the Fund primarily
invests in small companies that are out of favor with markets or that have not
yet been discovered by the broader investment community and are therefore
believed to be undervalued. The Fund does not invest to provide current income,
although some income may be produced while managing the Fund's portfolio.

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

- A low price relative to their assets, earnings, cash flow or
business franchise
- Products and services that give them a competitive advantage
- Quality balance sheets and strong management.

This SAI 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.

JANUARY 31, 1998

<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. Plans and Programs Section 13

12. Exchange Privilege Section 13

13. Performance Information Section 16

14. Additional Information Section 15

Financial Statements

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<PAGE>

INTRODUCTION

The Berger Small Cap Value Fund (the "Fund") is a mutual fund, or to
use a more technical term, an open-end, management investment company. The Fund
is a diversified fund. 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
primary 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.

COMMON AND PREFERRED STOCKS. Stocks represent shares of ownership in
a company. Generally, preferred stock has a specified dividend and ranks after
bonds and before common stocks in its claim on income for dividend payments and
on assets should the company be liquidated. After other claims are satisfied,
common stockholders participate in company profits on a pro-rata basis. Profits
may be paid out in dividends or reinvested in the company to help it grow.
Increases and decreases in earnings are usually reflected in a company's stock
price, so common stocks generally have the greatest appreciation and
depreciation potential of all corporate securities. While most preferred stocks
pay dividends, the Fund may purchase preferred stock where the issuer has
omitted, or is in danger of omitting, payment of its dividends. Such
investments would be made primarily for their capital appreciation potential.
All investments in stocks are subject to market risk, meaning that their prices
may move up and down with the general stock market, and that such movements
might reduce their value.

DEBT SECURITIES. Debt securities (such as bonds or debentures) are
fixed-income securities which bear interest and are issued by corporations or
governments. The issuer has a contractual obligation to pay interest at a
stated rate on specific dates and to repay principal on a specific maturity
date. In addition to market risk, debt securities are generally subject to two
other kinds of risk: credit risk and interest rate risk. Credit risk refers to
the ability of the issuer to meet interest or principal payments as they come
due. The lower the rating given a security by a rating service (such as Moody's
Investor Service ("Moody's") and Standard & Poor's ("S&P")), the greater the
credit risk the rating service perceives with respect to that security. The
Fund will not purchase any nonconvertible securities rated below investment
grade (Ba or lower by Moody's, BB or lower by S&P). In cases where the ratings
assigned by more than one rating agency differ, the Fund will consider the
security as rated in the higher category. If nonconvertible securities
purchased by the Fund are downgraded to below investment grade following
purchase, 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. For a further discussion of debt security ratings, see Appendix
A to this SAI.

Interest rate risk refers to the fact that the value of fixed-income
securities (like debt securities) generally fluctuate in response to changes in
interest rates. A decrease in interest rates will generally result in an
increase in the price of fixed-income securities held by the Fund. Conversely,
during periods of rising interest rates, the value of fixed-income securities
held by the Fund will generally decline. Longer-term securities are generally
more sensitive to interest rate changes and are more volatile than shorter-term
securities, but they generally offer higher yields to compensate investors for
the associated risks.

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<PAGE>

CONVERTIBLE SECURITIES. The Fund may also purchase debt or equity
securities which 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 ratings
by organizations such as Moody's or S&P or a similar determination of
creditworthiness by the Fund's 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 and the Fund will invest less than 20% of the market value of
its assets at the time of purchase in convertible securities rated below
investment grade. 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 this SAI.

SECURITIES OF SMALLER COMPANIES. The Fund may invest in securities of
companies with small or mid-sized market capitalizations. Market capitalization
is defined as total current market value of a company's outstanding common
stock. Investments in companies with smaller market capitalizations may involve
greater risks and price volatility (that is, more abrupt or erratic price
movements) than investments in larger, more mature companies since smaller
companies may be at an earlier stage of development and may have limited product
lines, reduced market liquidity for their shares, limited financial resources or
less depth in management than larger or more established companies. Smaller
companies also may be less significant factors within their industries and may
have difficulty withstanding competition from larger companies. While smaller
companies may be subject to these additional risks, they may also realize more
substantial growth than larger or more established companies.

FOREIGN SECURITIES. The Fund may invest in foreign securities, which
may be traded in foreign markets and denominated in foreign currency. The
Fund's investments may also include American Depositary Receipts (ADRs),
European Depositary Receipts (EDRs) which are similar to ADRs, in bearer form,
designed for use in the European securities markets, and in Global Depositary
Receipts (GDRs).

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<PAGE>

Investments in foreign securities involve some risks that are
different from the risks of investing in securities of U.S. issuers, such as the
risk of adverse political, social, diplomatic and economic developments and,
with respect to certain countries, the possibility of expropriation, taxes
imposed by foreign countries or limitations on the removal of monies or other
assets of the Fund. Moreover, the economies of individual foreign countries
will vary in comparison to the U.S. economy in such respects as growth of gross
domestic product, rate of inflation, capital reinvestment, resources,
self-sufficiency and balance of payments position. Securities of some foreign
companies, particularly those in developing countries, are less liquid and more
volatile than securities of comparable domestic companies. A developing country
generally is considered to be in the initial stages of its industrialization
cycle. Investing in the securities of developing countries may involve exposure
to economic structures that are less diverse and mature, and to political
systems that can be expected to have less stability than developed countries.

There also may be less publicly available information about foreign
issuers and securities than domestic issuers and securities, and foreign issuers
generally are not subject to accounting, auditing and financial reporting
standards, requirements and practices comparable to those applicable to domestic
issuers. Also, there is generally less government supervision and regulation of
exchanges, brokers, financial institutions and issuers in foreign countries than
there is in the U.S. Foreign financial markets typically have substantially
less volume than U.S. markets. Foreign markets also have different clearance
and settlement procedures and, in certain markets, delays or other factors could
make it difficult to effect transactions, potentially causing the Fund to
experience losses or miss investment opportunities.

Costs associated with transactions in foreign securities are generally
higher than with transactions in U.S. securities. The Fund will incur greater
costs in maintaining assets in foreign jurisdictions and in buying and selling
foreign securities generally, resulting in part from converting foreign
currencies into U.S. dollars. In addition, the Fund might have greater
difficulty taking appropriate legal action with respect to foreign investments
in non-U.S. courts than with respect to domestic issuers in U.S. courts, which
may heighten the risk of possible losses through the holding of securities by
custodians and securities depositories in foreign countries.

When the Fund is invested in securities denominated or quoted in
currencies other than the U.S. dollar, changes in foreign currency exchange
rates will affect the value of the investments in its portfolio and the
unrealized appreciation or depreciation of investments insofar as U.S. investors
are concerned. If the foreign currency in which a security is denominated
appreciates against the U.S. dollar, the dollar value of the security will
increase. Conversely, a decline in the exchange rate of the foreign currency
against the U.S. dollar would adversely affect the dollar value of the foreign
securities. Foreign currency exchange rates are determined by forces of supply
and demand on the foreign exchange markets, which are in turn affected by the
international balance of payments and other economic and financial conditions,
government intervention, speculation and other factors.

PASSIVE FOREIGN INVESTMENT COMPANIES (PFICS). The Fund may purchase
the securities of certain foreign investment funds or trusts considered Passive
Foreign Investment Companies (PFICs) under U.S. tax laws. In addition to
bearing their proportionate share of the Fund's expenses (management fees and
operating expenses), shareholders will also indirectly bear similar expenses of
such PFIC. PFIC investments also may be subject to less favorable U.S. tax
treatment, as discussed in Section 9 below.

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<PAGE>

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 debt security issued or guaranteed by the U.S. government or an
agency thereof, a banker's acceptance or a certificate of deposit) from a
commercial bank, broker or dealer, subject to resale to the seller at an agreed
upon price and date (normally, the next business day). A repurchase agreement
may be considered a loan collateralized by securities. The resale price
reflects an agreed upon interest rate effective for the period the instrument is
held by 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.

These transactions must be fully collateralized at all times by debt
securities (generally a security issued or guaranteed by the U.S. Government or
an agency thereof, a banker's acceptance or a certificate of deposit), but
involve certain risks, such as credit risk to the Fund if the other party
defaults on its obligation and the Fund is delayed or prevented from liquidating
the collateral. For example, if the other party to the agreement defaults on
its obligation to repurchase the underlying security at a time when the value of
the security has declined, 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 and delayed. Further, 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. The Fund expects that these risks 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 available on a comparable security when delivery takes place
may vary from the yield on the security at the time that the when-issued or
delayed delivery transaction was entered into. Any failure to consummate a
when-issued or delayed delivery transaction may result in 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.

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<PAGE>

When the Fund purchases securities on a when-issued basis, it will
maintain in a segregated account with its custodian cash, U.S. government
securities or other liquid assets having an aggregate value equal to the amount
of such purchase commitments, until payment is made. If necessary, additional
assets will be placed in the account daily so that the value of the account will
equal or exceed the amount of the Fund's purchase commitments.

HEDGING TRANSACTIONS. As described in the Prospectus, the Fund is
authorized to make limited use of certain types of options, but only for the
purpose of hedging, that is, protecting against market risk due to market
movements that may adversely affect the value of the Fund's securities or the
price of securities that the Fund is considering purchasing. The utilization of
options is also subject to policies and procedures which may be established by
the trustees from time to time. A hedging transaction may partially protect the
Fund from a decline in the value of a particular security or its portfolio
generally, although hedging may also limit the Fund's opportunity to profit from
favorable price movements, and the cost of the transaction will reduce the
potential return on the security or the portfolio. In addition, hedging
transactions do not eliminate fluctuations in the prices of the underlying
securities the Fund owns or intends to acquire.

Use of these instruments by the Fund involves the potential for a loss
that, in the case of a call option written by the Fund, may exceed the premium
received for the option. However, the Fund is permitted to use such
instruments for hedging purposes only, and only if the aggregate amount of its
obligations under these contracts does not exceed the total market value of the
assets the Fund is attempting to hedge, such as a portion or all of its exposure
to equity securities. 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 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

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<PAGE>

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.

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

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

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

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<PAGE>

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

In addition, when the Fund enters into an over-the-counter option
contract with a counterparty, the Fund assumes counterparty credit risk, that
is, the risk that the counterparty will fail to perform its obligations, in
which case the Fund could be worse off than if the contract had not been entered
into.

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

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

TEMPORARY DEFENSIVE MEASURES. The Fund may increase its investment in
government securities, and other short-term, interest-bearing securities without
regard to the Fund's otherwise applicable percentage limits, policies or its
normal investment emphasis when its sub-advisor believes

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<PAGE>

market conditions warrant a temporary defensive position. Taking larger
positions in such short-term investments may serve as a means of preserving
capital in unfavorable market conditions. During these periods, the Fund may
not participate in stock or bond market advances or declines to the same extent
that it would if the Fund remained more fully invested in stocks and bonds and
it may be more difficult for the Fund to achieve its investment objective.

PORTFOLIO TURNOVER. The portfolio turnover rates of the Fund are
shown in the Financial Highlights table included in 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. The Fund anticipates
that its portfolio turnover rates in future years may exceed 100%, and
investment changes will be made whenever management deems them appropriate even
if this results in a higher portfolio turnover rate. In addition, portfolio
turnover may increase as a result of large amounts of purchases and redemptions
of shares of the Fund due to economic, market or other factors that are not
within the control of management.

Higher portfolio turnover will 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 to shareholders. The Fund's brokerage policy is discussed
further below under Section 6--Brokerage Policy, and additional information
concerning income taxes is located under Section 9--Income Dividends, Capital
Gains Distributions and Tax Treatment.

2. INVESTMENT RESTRICTIONS

The Fund has adopted certain fundamental and non-fundamental
restrictions on its investments and other activities. Fundamental restrictions
may not be changed without the approval of (i) 67% or more of the voting
securities of the Fund present at a meeting of shareholders thereof if the
holders of more than 50% of the outstanding voting securities are present or
represented by proxy, or (ii) more than 50% of the outstanding voting securities
of the Fund. Non-fundamental restrictions may be changed in the future by
action of the trustees without shareholder vote.

The following fundamental restrictions apply to 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;

(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) 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:

-9-
<PAGE>

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

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

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

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

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

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

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

-10-
<PAGE>

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 72.
President, Climate Engineering, Inc. (building environmental systems).
Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM
Worldwide Portfolios Trust and Berger Omni Investment Trust.

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age 52.
Managing Principal, Sovereign Financial Services, Inc. (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.

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

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

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135, age
69. President, Sinclaire Cattle Co., and private investor. Director
of Berger 100 Fund and Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust, Berger Institutional Products
Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide
Portfolios Trust and Berger Omni Investment Trust.

* CRAIG D. CLOYED, 210 University Boulevard, Suite 900, Denver, CO
80206, age 51. Vice President of Berger/BIAM Worldwide Funds Trust
and Berger/BIAM Worldwide Portfolios Trust since their inception in
May 1996. Vice President of Berger Omni Investment Trust since
February 1997. Also, Senior Vice President (since January 1997), Vice
President (August 1995 to January 1997) and Chief Marketing Officer
(since August 1995) of Berger Associates, Inc., and President, CEO and
a director of Berger Distributors, Inc., since its inception in May

-11-
<PAGE>
1996. Formerly (September 1989 to August 1995), Senior Vice President
of INVESCO Funds Group (mutual funds).

* KEVIN R. FAY, 210 University Boulevard, Suite 900, Denver, CO 80206,
age 42. Vice President, Secretary and Treasurer of Berger 100 Fund
and Berger Growth and Income Fund since October 1991, of Berger
Investment Portfolio Trust since its inception in August 1993, of
Berger Institutional Products Trust since its inception in October
1995, of Berger/BIAM Worldwide Funds Trust and Berger/BIAM Worldwide
Portfolios Trust since their inception in May 1996, and of Berger Omni
Investment Trust since February 1997. Also, Senior Vice
President-Finance and Administration (since January 1997), Vice
President-Finance and Administration (September 1991 to January 1997),
Secretary and Treasurer (since September 1991) of Berger Associates,
and a director of Berger Distributors, Inc., since its inception in
May 1996. Formerly, Financial Consultant (registered representative)
with Neidiger Tucker Bruner, Inc. (broker-dealer) (October 1989 to
September 1991) and Financial Consultant with Merrill Lynch, Pierce,
Fenner & Smith, Inc. (October 1985 to October 1989).

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

* 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 September 30, 1997. 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. 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 fiscal year ended September 30, 1997, for each current trustee of the
Fund as a director or trustee of the Berger Funds.

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------

NAME AND POSITION AGGREGATE AGGREGATE
WITH BERGER FUNDS* COMPENSATION FROM COMPENSATION(1)
THE FUND FROM
ALL BERGER FUNDS(2)
- ----------------------------------------------------------------------------------------
<S> <C> <C>

Dennis E. Baldwin(3) $580 $45,100
- ----------------------------------------------------------------------------------------
William M.B. Berger(3),(4) $ 0 $ 0
- ----------------------------------------------------------------------------------------
Louis R. Bindner(3) $543 $41,200
- ----------------------------------------------------------------------------------------
Katherine A. Cattanach(3) $580 $45,100
- ----------------------------------------------------------------------------------------
Lucy Black Creighton(3),(6) $543 $41,244
- ----------------------------------------------------------------------------------------
Paul R. Knapp(3) $551 $43,300
- ----------------------------------------------------------------------------------------
Gerard M. Lavin(3),(4),(5) $ 0 $ 0
- ----------------------------------------------------------------------------------------
</TABLE>

-12-
<PAGE>

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Harry T. Lewis(3) $546 $43,300
- ----------------------------------------------------------------------------------------
Michael Owen(3) $704 $54,767
- ----------------------------------------------------------------------------------------
William Sinclaire(3) $543 $39,700
- ----------------------------------------------------------------------------------------
</TABLE>

* 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 prior to that date. The Fund's fiscal year end was changed from December
31 to September 30 after February 14, 1997. The Fund's former trustees who were
not interested persons of the Fund received during the period January 1, 1997 to
February 14, 1997, an aggregate of $900 in trustee compensation.

(1) Of the aggregate amounts shown for each trustee, the following amounts were
deferred under applicable deferred compensation plans: Dennis E. Baldwin
$30,565; Louis R. Bindner $19,445; Katherine A. Cattanach $44,468; Lucy
Black Creighton $32,168; Michael Owen $8,553; William Sinclaire $19,555.

(2) Includes the Berger 100 Fund, the Berger Growth and Income Fund, the Berger
Investment Portfolio Trust (two series), the Berger Institutional Products
Trust (four series), the Berger/BIAM Worldwide Portfolios Trust (one
series), the Berger/BIAM Worldwide Funds Trust (three series) and the
Berger Omni Investment Trust (one series, the Berger Small Cap Value Fund,
which was added to the Berger Funds 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) Interested person of the Fund or the Fund's Advisor or Sub-Advisor.

(5) President of Berger 100 Fund, Berger Growth and Income Fund, Berger
Investment Portfolio Trust, Berger/BIAM Worldwide Portfolios Trust,
Berger/BIAM Worldwide Funds Trust and Berger Omni Investment Trust.

(6) Resigned as a director and trustee effective November 1997.

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 January 9, 1998, 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 and the Trust.

4. INVESTMENT ADVISOR

INVESTMENT ADVISOR

-13-
<PAGE>

subsidiary of Kansas City Southern Industries, Inc. ("KCSI"). 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

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% (.90 of 1%) 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 investment 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 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.

-14-
<PAGE>

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 Associates 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 Associates and PWM will enter into a consulting agreement for
PWM to provide consulting services to Berger Associates with respect to the
Fund, subject to any requisite approvals under the Investment Company Act of
1940. Under the Consulting Agreement, PWM would provide training and assistance
to Berger Associates analysts and marketing support appropriate to the Fund and
would be paid a fee at an annual rate of 0.10% of the first $100 million of
average daily net assets of the Fund, 0.05% of the next $100 million and 0.02%
on any part in excess of $200 million. No part of the consulting fee would be
borne by the Fund.

TRADE ALLOCATIONS

Investment decisions for the Fund and other accounts advised by the
Advisor are made independently with a view to achieving each of their respective
investment objectives and after consideration of such factors as their current
holdings, availability of cash for investment and the size of their investments
generally. However, certain investments may be appropriate for 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 and PWM each permit their directors, officers,
employees and other access persons (as defined below) ("covered persons") to
purchase and sell securities for their own accounts in accordance with
provisions governing personal investing in their respective firm Codes of
Ethics. The Codes require all covered persons to conduct their personal
securities transactions in a manner which does not operate adversely to the
interests of the Fund or the firms' other advisory clients. Directors and
officers of the firms (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 relevant Code.
Requests for authority to trade will be denied pre-clearance when,

-15-
<PAGE>

among other reasons, the proposed personal transaction would be contrary to the
provisions of the relevant 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
Codes subject those covered persons deemed to be access persons to various
trading restrictions and reporting obligations. All reportable transactions are
reviewed for compliance with the relevant Code. Those covered persons also may
be required under certain circumstances to forfeit their profits made from
personal trading. The Codes are administered by the respective firms and the
provisions of the Codes are subject to interpretation by and exceptions
authorized by their respective boards of directors.

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 0.90% (.90 of 1%) of the average
daily net assets of the Fund. The fee is accrued daily and payable monthly.

In addition to paying an investment advisory fee to Berger Associates,
the Fund pays all of its expenses not assumed by Berger Associates, including,
but not limited to, custodian and transfer agent fees, legal and accounting
expenses, administrative and record keeping expenses, interest charges, federal
and state taxes, costs of share certificates, expenses of shareholders'
meetings, compensation of 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.

Under a separate Administrative Services Agreement with respect to the
Fund, Berger Associates performs certain administrative and recordkeeping
services not otherwise performed by the Fund's custodian and recordkeeper,
including the preparation of financial statements and reports to be filed with
the Securities and Exchange Commission and state regulatory authorities. The
Fund pays Berger Associates a fee at an annual rate of 0.01% (1/100 of 1%) of
its average daily net assets for such services. These fees are in addition to
the investment advisory fees paid under the Investment Advisory Agreement. The
administrative services fees may be changed by the trustees without shareholder
approval.

The following table shows the advisory fees and administrative
services fees paid by the Fund for the periods indicated.

-16-
<PAGE>

BERGER SMALL CAP VALUE FUND

- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
September 30,* Advisory Fee Service Fee Waiver Waiver
- --------------------------------------------------------------------------------
1997* $ 418,000 $ 4,000 $ 0 $ 422,000
- --------------------------------------------------------------------------------
1996** $ 325,000 $ 0 $ 0 $ 325,000
- --------------------------------------------------------------------------------
1995** $ 275,000 $ 0 $ 0 $ 275,000
- --------------------------------------------------------------------------------

* On February 14, 1997, new fee arrangements came into effect for the Fund with
shareholder approval, at which time Berger Associates became the Fund's advisor
and PWM, the Fund's former investment advisor, became the Fund's sub-advisor.
The Fund's fiscal year end was changed from December 31 to September 30
following February 14, 1997. Accordingly, the amounts shown for 1995 and 1996
were paid by the Fund during the fiscal years ended December 31, 1995, and
December 31, 1996, respectively, and the amount shown for 1997 covers the period
January 1, 1997, through September 30, 1997.

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

The Fund has appointed Investors Fiduciary Trust Company ("IFTC"), 127
W. 10th Street, Kansas City, MO 64105, as its recordkeeping and pricing agent.
In addition, IFTC also serves as the 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 SAI 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, then the Fund's
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. Earnings
credits received by the Fund are disclosed on the Fund's Statement of Operations
in the Annual Report incorporated by reference into this Statement of Additional
Information.

-17-
<PAGE>

OTHER EXPENSE INFORMATION

The trustees of the Fund have authorized portfolio transactions to be
placed on an agency basis through DST Securities, Inc. ("DSTS"), a wholly-owned
broker-dealer subsidiary of DST. When transactions are effected through DSTS,
the commission received by DSTS is credited against, and thereby reduces,
certain operating expenses that the Fund would otherwise be obligated to pay.
No portion of the commission is retained by DSTS. DSTS may be considered an
affiliate of Berger Associates due to the ownership interest of KCSI in both
DSTS and Berger Associates.

The Fund and/or its Advisor may enter into arrangements with certain
brokerage firms and other companies(such as recordkeepers and administrators) to
provide administrative services (such as sub-transfer agency, recordkeeping,
shareholder communications, sub-accounting and/or other services) to investors
purchasing shares of the Fund through those firms or companies. The Fund's
Advisor or the Fund (if approved by its trustees) may pay fees to these
companies for their services. These companies may also be appointed as agents
for or authorized by the Fund to accept on its behalf purchase and redemption
requests that are received in good order. Subject to Fund approval, certain of
these companies may be authorized to designate other entities to accept purchase
and redemption orders on behalf of the Fund.

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 the Fund's Institutional Shares.

6. BROKERAGE POLICY

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

BROKERAGE COMMISSIONS

- --------------------------------------------------------------------------------
Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended
September 30, December 31, December 31,
1997(1) 1996 1995
- --------------------------------------------------------------------------------
Berger Small Cap Value Fund $ 306,000 $ 307,000 $ 342,000
- --------------------------------------------------------------------------------

(1) The Fund's fiscal year end was changed from December 31 to September 30
during 1997. Accordingly, this covers the period from January 1, 1997 to
September 30, 1997.

The Investment Advisory Agreement 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

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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 include
computerized stock quotation and trading services, fundamental and technical
analysis data and software, broker and other third-party equity research,
computerized stock market and business news services, economic research and
account performance data. During the fiscal year ended September 30, 1997, of
the brokerage commissions paid by the Fund,$6,312 were paid to brokers who
agreed to provide to the Fund selected research services prepared by the broker
or subscribed or paid for by the broker on behalf of the Fund. Those services
included a service used by the independent trustees of the Fund in reviewing the
Investment Advisory Agreement.

The research services received from brokers are often helpful to
Berger Associates in performing its investment advisory responsibilities to the
Fund, but they are not essential, and the availability of such services from
brokers does not reduce the 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.

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 the brokerage commissions shown in the Brokerage Commissions table above for
the fiscal years ended December 31, 1995 and 1996, and $138,000 of the brokerage
commissions shown in the table for the fiscal year ended September 30, 1997
(which constituted all of the brokerage commissions paid by the Fund for the
period January 1, 1997, to February 14, 1997), were paid to PWM, which is also a
registered broker-dealer. On February 14, 1997, new arrangements for the Berger
Small Cap Value Fund came into effect with shareholder approval and since that
time, the trustees have not authorized the Fund's brokerage to be placed with
any broker or dealer affiliated with the Advisor or Sub-Advisor, except through
DSTS under the circumstances described immediately below.

The trustees of the Fund have authorized portfolio transactions to be
placed on an agency basis through DSTS, a wholly-owned broker-dealer subsidiary
of DST. When transactions are effected through DSTS, the commission received by
DSTS is credited against, and thereby reduces, certain operating expenses that
the Fund would otherwise be obligated to pay. No portion of the commission is
retained by DSTS. DSTS may be considered an affiliate of Berger Associates due
to the ownership interest of KCSI in both DSTS and Berger Associates.

Included in the brokerage commissions paid by the Fund during the
fiscal year ended September 30, 1997, as stated in the preceding Brokerage
Commissions table, are the following amounts paid to DSTS, which served to
reduce the Fund's out-of-pocket expenses as follows:

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<PAGE>

DSTS COMMISSIONS AND RELATED EXPENSE REDUCTIONS

- --------------------------------------------------------------------------------
DSTS Commissions Paid Reduction in Expenses
FYE 9/30/97 FYE 9/30/97(1)
- --------------------------------------------------------------------------------
Berger Small Cap Value Fund $10,000(2) $7,000
- --------------------------------------------------------------------------------

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

(2) Constitutes 3% of the aggregate brokerage commissions paid by the Berger
Small Cap Value Fund and less than 1% of the aggregate dollar amount of
transactions placed by the Berger Small Cap Value Fund.

In selecting broker and dealers and in negotiating commissions, the
Fund's Advisor considers a number of factors, including among others: the
Advisor's knowledge of currently available negotiated commission rates or prices
of securities currently available and other current transaction costs; the
nature of the security being traded; the size and type of the transaction; the
nature and character of the markets for the security to be purchased or sold;
the desired timing of the trade; the activity existing and expected in the
market for the particular security; confidentiality; the quality of the
execution, clearance and settlement services; financial stability of the broker
or dealer; the existence of actual or apparent operational problems of any
broker or dealer; and research products or services provided. The trustees of
the Fund have also authorized sales of shares of the Fund by a broker-dealer and
the recommendations of a broker-dealer to its customers that they purchase Fund
shares to be considered as factors in the selection of broker-dealers to execute
portfolio transactions for the Fund. In addition, payments made by brokers to
the Fund or to other persons on behalf of the Fund for services provided to the
Fund for which it would otherwise be obligated to pay may also be considered.
In placing portfolio business with any such broker or dealer, the Advisor of the
Fund will seek the best execution of each transaction.

7. PURCHASE OF SHARES IN THE FUND

Minimum Initial Investment
for Institutional Shares: $100,000.00

Shares in the Fund may be purchased at the relevant net asset value
without a sales charge. The minimum initial investment for Institutional Shares
of the Fund is $100,000. (This requirement is not applicable to shareholders
who purchased shares prior to February 14, 1997, who met the initial investment
minimum in effect for the Fund at the time of their initial purchase.) To
purchase shares in the Fund, simply complete the application form enclosed with
the Prospectus and mail it to the Fund in care of DST Systems, Inc., the Fund's
transfer agent, as follows:

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

Payment for shares purchased may be made by wire, electronic funds
transfer or mail. All purchase orders are effected at the relevant net asset
value per share of the Fund next determined after receipt of the purchase order,
completed application and payment. A purchase order, together with payment in
proper form, received by the Fund, its authorized agent or designee 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.

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<PAGE>

Additional investments may be made at any time by mail, telephone
(1-800-960-8427) or online (www.bergerfunds.com) 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 Investment
Plan, subsequent purchases by shareholders must be in the minimum amount of
$1,000.

In addition, Fund shares may be purchased through certain
broker-dealers that have established mutual fund programs and certain other
organizations connected with pension and retirement plans. These broker-dealers
and other organizations may charge investors a transaction or other fee for
their services, may require different minimum initial and subsequent investments
than the Fund and may impose other charges or restrictions different from those
applicable to shareholders who invest in the Fund directly. Fees charged by
these organizations will have the effect of reducing a shareholder's total
return on an investment in Fund shares. No such charge will apply to an
investor who purchases Fund shares directly from the Fund as described above.

Procedures for purchasing, selling (redeeming) and exchanging Fund
shares by telephone and online are described in the Prospectus. The Fund may
terminate or modify those procedures and related requirements at any time,
although shareholders of the Fund will be given notice of any termination or
material modification. Berger Associates may, at its own risk, waive certain
of those procedures and related requirements.

8. NET ASSET VALUE

The net asset value of the Fund is determined once daily, at the close
of the regular trading session of the Exchange (normally 4:00 p.m., New York
time, Monday through Friday) each day that the Exchange is open. The Exchange
is closed and the net asset value of the Fund is not determined on weekends and
on New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day
each year. The per share net asset value of the Institutional Shares is
determined by dividing the Institutional Shares' pro rata portion of the total
value of the Fund's securities and other assets, less the Institutional Shares'
pro rata portion of the Fund's liabilities and the liabilities attributable to
the Institutional Shares, by the total number of Institutional Shares
outstanding.

In determining net asset value, securities listed or traded primarily
on national exchanges, The Nasdaq Stock Market and foreign exchanges are valued
at the last sale price on such markets, or, if such a price is lacking for the
trading period immediately preceding the time of determination, such securities
are valued at the mean of their current bid and asked prices. Securities that
are traded in the over-the-counter market are valued at the mean between their
current bid and asked prices. The market value of individual securities held by
the Fund will be determined by using prices provided by pricing services which
provide market prices to other mutual funds or, as needed, by obtaining market
quotations from independent broker/dealers. Short-term money market securities
maturing within 60 days are valued on the amortized cost basis, which
approximates market value. All assets and liabilities initially expressed in
terms of non-U.S. dollar currencies are translated into U.S. dollars at the
prevailing market rates as quoted by one or more banks or dealers shortly before
the close of the Exchange. Securities and assets for which quotations are not
readily available or are not representative of market value may be valued at
their fair value determined in good faith pursuant to consistently applied
procedures established by the trustees.

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<PAGE>

Generally, trading in foreign securities markets is substantially
completed each day at various times prior to the close of the Exchange. The
values of foreign securities used in computing the net asset value of the shares
of the Fund are determined as of the earlier of such market close or the closing
time of the Exchange. Occasionally, events affecting the value of such
securities may occur between the times at which they are determined and the
close of the Exchange, or when the foreign market on which such securities trade
is closed but the Exchange is open, which will not be reflected in the
computation of net asset value. If during such periods, events occur which
materially affect the value of such securities, the securities may be valued at
their fair value as determined in good faith pursuant to consistently applied
procedures established by the trustees.

The Fund's securities may be listed primarily on foreign exchanges or
over-the-counter dealer markets which may trade on days when the Exchange is
closed (such as a customary U.S. holiday) and on which the Fund's net asset
value is not calculated. As a result, the net asset value of the Fund may be
significantly affected by such trading on days when shareholders cannot purchase
or redeem shares of the Fund.

9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

This discussion summarizes certain federal income tax issues relating
to the Fund. As a summary, it is not an exhaustive discussion of all possible
tax ramifications. Accordingly, shareholders are urged to consult with their
tax advisors with respect to their particular tax consequences.

TAX STATUS OF THE FUND. If the Fund meets certain investment and
distribution requirements, it will be treated as a "regulated investment
company" (a "RIC") under the Internal Revenue Code and will not be subject to
federal income tax on earnings that it distributes in a timely manner to
shareholders. It also may be subject to an excise tax on undistributed income
if it does not meet certain timing requirements for distributions. The Fund
intends to qualify as a RIC annually and to make timely distributions in order
to avoid income and excise tax liabilities.

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

In general, net capital gains from assets held by the Fund for more
than 18 months will be subject to a maximum tax rate of 20%; net capital gains
from assets held for more than one year but no more than 18 months will be
subject to a maximum tax rate of 28%; and net capital gains from assets held for
one year or less will be taxed as ordinary income. Distributions will be
subject to these capital gains rates, regardless of how long a shareholder has
held Fund shares.

If the Fund's distributions for a taxable year exceeds its tax
earnings and profits available for distribution, all or a portion of its
distributions may be treated as a return of capital or as capital gains. To the
extent a distribution is treated as a return of capital, a shareholder's basis
in his or her Fund shares will be reduced by that amount.

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<PAGE>

If a shareholder has elected to receive dividends and/or capital gain
distributions in cash and the U.S. Postal Service is unable to deliver checks to
the shareholder's address of record, or if a shareholder's checks remain
uncashed for six months, the Fund reserves the right to reinvest the amount
distributed in additional Fund shares at the then-current NAV and to convert the
shareholder's distribution option from receiving cash to having all dividend and
other distributions reinvested in additional shares. In addition, no interest
will accrue on amounts represented by uncashed distribution or redemption
checks.

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

INCOME FROM FOREIGN SOURCES. Dividends and interest received by the
Fund on foreign securities may give rise to withholding and other taxes imposed
by foreign countries, although these taxes may be reduced by applicable tax
treaties. Foreign taxes will generally be treated as expenses of the Fund,
unless the Fund has more than 50% of its assets invested in foreign corporate
securities at the end of the Fund's taxable year. In that case, shareholders of
the Fund may be able to deduct (as an itemized deduction) or claim a foreign tax
credit for their share of foreign taxes, subject to limitations prescribed in
the tax law.

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

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

BACKUP WITHHOLDING. In general, if a shareholder is subject to backup
withholding, the Fund will be required to withhold federal income tax at a rate
of 31% from distributions to that shareholder. These payments are creditable
against the shareholder's federal income tax liability.

FOREIGN SHAREHOLDERS. Foreign shareholders of the Fund generally will
be subject to a 30% U.S. withholding tax on dividends paid by the Fund from
ordinary income and short-term capital gain, although the rate may be reduced by
a tax treaty. If a foreign shareholder dies while owning Fund shares, those
shares may be subject to U.S. estate taxes.

10. SUSPENSION OF REDEMPTION RIGHTS

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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.

11. PLANS AND PROGRAMS

12. EXCHANGE PRIVILEGE

Any shareholder may exchange any or all of the shareholder's shares in
the Fund, subject to stated minimums, 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.,
by telephoning the Fund at 1-800-960-8427 or by contacting the Fund online at
www.bergerfunds.com. 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 and online transaction privileges to authorize exchanges unless they
specifically decline this service in the account application or in writing.

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<PAGE>

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)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.

Shares of the Fund had no class designations until February 14, 1997,
when all of the then-existing shares were designated as Institutional Shares and
the Fund commenced offering another class of shares. Total return of the
Institutional Shares and other classes of shares of the Fund will be calculated
separately. Because each class of shares is subject to different expenses, the
performance of each class for the same period will differ.

For the 1-year, 3-year and 5-year periods ended September 30, 1997,
and for the period from October 21, 1987 (date of first public offering) through
September 30, 1997, the average annual total returns for the Institutional
Shares of the Fund were 48.7%, 26.3%, 25.2% and 16.8%, respectively.

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 SAI to the Fund and all financial and other
information about the Fund prior to such reorganization are to the Fund as a
Delaware corporation. All references after such reorganization are to the Fund
as a series of the Trust. On February 14, 1997, the name of the Trust was
changed to Berger Omni Investment Trust and the name of the Fund was changed to
the Berger Small Cap Value Fund.

The Trust is authorized to issue an indefinite number of shares of
beneficial interest having a par value of $0.01 per share, which may be issued
in any number of series. Currently, the Fund is the only series established
under the Trust, although others may be added in the future. The shares of each
series of the Trust are permitted to be divided into classes. Currently, the
Fund issues two classes of shares: The Institutional Shares, to which this SAI
relates, 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 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).

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<PAGE>

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. Fund shares have no subscription rights or
conversion rights, except that shareholders of any class of the Fund may convert
their shares into shares of any other class of the Fund in the event and only in
the event the shareholder ceases to be eligible to purchase or hold shares of
the original class, or becomes eligible to purchase shares of a different class,
by reason of a change in the shareholder's status under the conditions of
eligibility in effect for such class at that time. Shares of the Fund may be
transferred by endorsement or stock power as is customary, but the Fund is not
required to recognize any transfer until it is recorded on the books.

Under Massachusetts law, shareholders of the Fund could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Declaration of Trust disclaims shareholder liability for acts or
obligations of the Fund and requires that notice of such disclaimer be given in
each agreement, obligation, or instrument entered into or executed by the Fund
or the trustees. The Fund's Declaration of Trust provides for indemnification
out of the property of the Fund for all loss and expense of any shareholder of
the Fund held personally liable 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.