BERGER OMNI INVESTMENT TRUST, 485APOS, 2000-11-15

BERGER OMNI INVESTMENT TRUST
485APOS, 2000-11-15

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 2000

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.

[X] Post-Effective Amendment No. 20

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

[X] Amendment No. 20

(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
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

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

Jack R. Thompson, 210 University Boulevard, Suite 900, Denver, CO 80206
--------------------------------------------------------------------------------
(Name and Address of Agent for Service)

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

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

immediately upon filing pursuant to paragraph (b)
----
on (date) pursuant to paragraph (b)
----
XX 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 - Investor Shares and the Berger Small Cap Value
--------------------------------------------------------------------------------
Fund - Institutional Shares
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<PAGE> 2

EXPLANATORY NOTE

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

Two Prospectuses:

One for the Berger Small Cap Value Fund - Investor Shares

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

Two Statements of Additional Information:

One for the Berger Small Cap Value Fund - Investor Shares

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

One Part C
<PAGE> 3

BERGER SMALL CAP VALUE FUND -- INVESTOR SHARES

Prospectus

January 29, 2001

[BERGER FUNDS LOGO]

Due to Small Cap Value Fund's current size relative to the range of suitable
investments available to the Fund, the Fund has discontinued public sale of its
shares to new investors. Shareholders who have open Fund accounts may make
additional investments and reinvest dividends and capital gains distributions.
Under certain circumstances, current shareholders may also open additional
accounts. If a Fund account is closed, however, additional investments in the
Fund may not be possible.

The Securities and Exchange Commission has not approved or disapproved any
shares offered in this prospectus or determined whether this prospectus is
accurate or complete. Anyone who tells you otherwise is committing a crime. Like
all mutual funds, an investment in the Fund is not a bank deposit and is not
insured or guaranteed by the FDIC or any other government agency. There is no
guarantee that the Fund will meet its investment goal, and although you have
the potential to make money, you could also lose money in the Fund.

<PAGE> 4

BERGER SMALL CAP VALUE FUND

Due to the Fund's size relative to the range of suitable investments
available to the Fund, the Trustees have decided to restrict the Fund's growth.
Therefore, the Berger Small Cap Value Fund (the "Fund") was closed to new
investors on March 31, 2000. You may continue to purchase Investor Shares or
Institutional Shares in the Fund if:

o You are an existing shareholder in the Fund as of the closing date and you:

o Add to your account through the purchase of additional Fund shares.

o Add to your account through the reinvestment of dividends and cash
distributions from any shares owned in the Fund;

o You are a discretionary investment advisor that invests through existing
accounts in the Fund or at a financial intermediary; or

o You are a participant of a qualified defined contribution retirement plan (for
example, 401(k) plans, profit sharing plans and money purchase plans), 403(b)
plans and 457 plans that invest through existing accounts in the Fund or at
a financial intermediary.

If you redeem or exchange all your remaining Fund shares you will not be
permitted to buy back into the Fund so long as the Fund remains closed to new
investors. If your Fund account drops below the applicable minimum balance, all
your remaining shares will be subject to involuntary redemption by the Fund as
described in the Prospectus.

The Fund may resume sales to new investors at some future date if the
Trustees of the Fund determine that it is in the best interests of the Fund and
its shareholders.

BERGER FUNDS and BERGER SMALL CAP VALUE FUND are registered service marks of
Berger LLC; THE BERGER MOUNTAIN LOGO is a registered trademark of Berger LLC;
other marks referred to herein are the trademarks, service marks, registered
trademarks or registered service marks of the respective owners thereof.

<PAGE> 5

CONTENTS
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BERGER FUNDS(R) are a no-load family of mutual funds. A mutual fund pools money
from shareholders and invests in a portfolio of securities. This prospectus
offers the class of shares designated as Investor Shares of the Berger Small Cap
Value Fund, which shares are available to the general public. The following
section describes the Berger Small Cap Value Fund, its goal, principal
investment strategies and principal risks. It also contains expense and
performance information.

<TABLE>
<S> <C>
BERGER SMALL CAP VALUE FUND(R) -- INVESTOR SHARES ........................... 4

The Fund's Goal and Principal - Investment Strategies ....................... 4

Principal Risks ............................................................. 4

The Fund's Past Performance ................................................. 5

Fund Expenses ............................................................... 6

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS ...................... 7

Risk and Investment Table ................................................... 7

Risk and Investment Glossary ................................................ 9

BUYING SHARES ............................................................... 12

SELLING (REDEEMING) SHARES .................................................. 14

INFORMATION ABOUT YOUR ACCOUNT .............................................. 15

Exchanging Shares ........................................................... 15

Signature Guarantees/Special Documentation .................................. 16

Your Share Price ............................................................ 16

OTHER INFORMATION ABOUT YOUR ACCOUNT ........................................ 17

Distributions and Taxes ..................................................... 19

Tax-Sheltered Retirement Plans .............................................. 20

ORGANIZATION OF THE FUND .................................................... 21

Investment Managers ......................................................... 21

12b-1 Arrangements .......................................................... 22

Special Fund Structure ...................................................... 22

FINANCIAL HIGHLIGHTS FOR THE FUND ........................................... 23
</TABLE>

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 6

BERGER SMALL CAP VALUE FUND -- INVESTOR SHARES Ticker Symbol BSCVX
--------------------------------------------------------------------------------

THE FUND'S GOAL AND PRINCIPAL INVESTMENT STRATEGIES

The Fund aims for capital appreciation. In pursuing that goal, the Fund
primarily invests in the common stocks of small companies whose stock prices are
believed to be undervalued.

The Fund's securities selection focuses on companies that are out of favor with
markets or have not yet been discovered by the broader investment community.

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

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

o Products and services that give them a competitive advantage

o Quality balance sheets and strong management.

The investment manager's philosophy is to weigh a security's downside risk
before considering its upside potential, which may help provide an element of
capital preservation. Under normal circumstances, the Fund invests at least 65%
of its assets in equity securities of small companies whose market
capitalization, at the time of initial purchase, is less than the 12-month
average of the maximum market capitalization for companies included in the
Russell 2000 Index (Russell 2000). This average is updated monthly. The Fund's
investment manager will generally sell a security when it no longer meets the
manager's investment criteria or when it has met the manager's expectations for
appreciation.

PRINCIPAL RISKS

You may be interested in the Fund if you are comfortable with above-average risk
and intend to make a long-term investment commitment. Like all managed funds,
there is a risk that the investment manager's strategy for managing the Fund may
not achieve the desired results. In addition, the price of common stock moves up
and down in response to corporate earnings and developments, economic and market
conditions and unanticipated events. As a result, the price of the Fund's
investments may go down and you could lose money on your investment.

The Fund's share price may fluctuate more than that of funds primarily invested
in stocks of mid-sized and large companies. Small company securities may
underperform as compared to the securities of larger companies. They may also
pose greater market liquidity and information risks because of narrow product
lines, limited financial resources, less depth in management or a limited
trading market for their stocks. The Fund's investments are often focused in a
small number of business sectors, which may pose greater market and liquidity
risks. In addition, the Fund may invest in certain securities with unique risks,
such as special situations.

See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 7
5

BERGER SMALL CAP VALUE FUND
--------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE

The information below shows the Fund's performance for the ten-year period
through December 31, 2000. These returns include reinvestment of all dividends
and capital gains distributions and reflect Fund expenses. As with all mutual
funds, past performance does not guarantee future results.

Year-by-year returns show you how the Fund's performance has varied by
illustrating the differences for each full calendar year for the past ten years.

YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31(1)

[CHART]

BEST QUARTER: %

WORST QUARTER: %

Average annual total return is a measure of the Fund's performance over time.
The Fund's average annual return is compared with the Russell 2000. While the
Fund does not seek to match the returns of the Russell 2000, this index is a
good indicator of small company stock market performance. You may not invest in
the Russell 2000, and unlike the Fund, it does not incur fees or charges.

AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 2000(1)

<TABLE>
<CAPTION>
1 Year 5 Years 10 Years
--------------------------------------------------------------------------------
<S> <C> <C> <C>
The Fund % % %
Russell 2000 % % %
--------------------------------------------------------------------------------
</TABLE>

1. Returns for periods before February 14, 1997, do not include the .25% 12b-1
fee which has been paid by the Investor Shares class since the Fund adopted
share classes on that date. This would have reduced the Fund's return.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 8

BERGER SMALL CAP VALUE
FUND -- INVESTOR SHARES
--------------------------------------------------------------------------------

FUND EXPENSES

As a shareholder in the Fund, you do not pay any sales loads, but you do
indirectly bear Annual Fund Operating Expenses, which vary from year to year.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) %
--------------------------------------------------------------------------------
<S> <C>
Management fee .81
Distribution (12b-1) fee .25
Other expenses .13
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses 1.19
Waiver(1) (.06)
--------------------------------------------------------------------------------
Net Expenses 1.13
--------------------------------------------------------------------------------
</TABLE>

1. Pursuant to a written agreement and effective March 31, 2000, the Fund's
Adviser waives a portion of the 12b-1 fee by the amount such fee is not used in
connection with the distribution or servicing of the Investor Shares of the Fund
during any period in which the Fund remains closed to new investors. The waiver
shown reflects an amount as if the waiver had been effect for the previous
fiscal year.

UNDERSTANDING EXPENSES

Annual Fund operating expenses are paid by the Fund. As a result, they reduce
the Fund's return. Fund expenses include management fees, 12b-1 fees and
administrative costs such as shareholder recordkeeping and reports, custodian
and pricing services and registration fees.

EXAMPLE COSTS

The following example helps you compare the cost of investing in the Fund with
the cost of investing in other mutual funds by showing what your costs may be
over time. It uses the same assumptions that other funds use in their
prospectuses:

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain the same for each period

o Redemption after the end of each period

YOUR ACTUAL COSTS MAY BE HIGHER OR LOWER, SO THIS EXAMPLE SHOULD BE USED FOR
COMPARISON ONLY. BASED ON THESE ASSUMPTIONS YOUR COSTS AT THE END OF EACH PERIOD
WOULD BE:

BERGER SMALL CAP VALUE FUND - INVESTOR SHARES

<TABLE>
<CAPTION>
Years $
--------------------------------------------------------------------------------
<S> <C>
One
Three
Five
Ten
--------------------------------------------------------------------------------
</TABLE>

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 9

BERGER SMALL CAP VALUE FUND

INVESTMENT TECHNIQUES,
SECURITIES AND ASSOCIATED
RISKS
--------------------------------------------------------------------------------

RISK AND INVESTMENT TABLE

<TABLE>
<CAPTION>
BERGER
SMALL CAP
VALUE FUND
--------------------------------------------------------------------------------
<S> <C>
DIVERSIFICATION F

SMALL COMPANY SECURITIES Y
Market, liquidity and information risk

SECTOR FOCUS Y
Market and liquidity risk

FOREIGN SECURITIES <
Market, currency, transaction, liquidity, information
and political risk

CONVERTIBLE SECURITIES(1) <
Market, interest rate, prepayment and credit risk

INVESTMENT GRADE BONDS (NONCONVERTIBLE) <
Interest rate, market, call and credit risk

COMPANIES WITH LIMITED OPERATING HISTORIES 5F
Market, liquidity and information risk

ILLIQUID SECURITIES 10F
Market, liquidity and transaction risk

INITIAL PUBLIC OFFERINGS (IPOS) <
Market, liquidity and information risk

SPECIAL SITUATIONS Y
Market and information risk

TEMPORARY DEFENSIVE MEASURES <
Opportunity risk

BORROWING 5F
Leverage risk

HEDGING STRATEGIES

OPTIONS(2) (EXCHANGE-TRADED AND OVER-THE-COUNTER) [ ]
Hedging, credit, correlation and leverage risk

WRITING (SELLING) COVERED CALL OPTIONS(2) [ ] [ ]
(exchange-traded and over-the-counter)
Opportunity, credit and leverage risk
--------------------------------------------------------------------------------
</TABLE>

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 10

INVESTMENT TECHNIQUES,
SECURITIES AND ASSOCIATED
RISKS (CONTINUED)
--------------------------------------------------------------------------------

BEFORE YOU INVEST...

in the Fund, make sure you understand the risks involved. All investments
involve risk. Generally, the greater the risk, the greater the potential for
return. The reverse is also generally true--the lower the risk, the lower the
potential for return.

Like all mutual funds, an investment in the Fund is not a bank deposit and is
not insured or guaranteed by the FDIC or any other government agency. The Fund
is not a complete investment program, but may serve to diversify other types of
investments in your portfolio. There is no guarantee that the Fund will meet its
investment goal, and although you have the potential to make money, you could
also lose money by investing in the Fund.

The table on the opposite page will help you further understand the risks the
Fund takes by investing in certain securities and the investment techniques used
by the Fund. A glossary follows this page. You may get more detailed information
about the risks of investing in the Fund in the Statement of Additional
Information (SAI), including a discussion of debt security ratings in Appendix A
to the SAI.

KEY TO TABLE

Follow down the columns under the name of the Fund. The boxes will tell you:

Y Yes, the security or technique is permitted by a Fund and is emphasized by
the Fund.

< (Note: Character is a hollow Y) Yes, the security or technique is permitted by
the Fund.

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

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

[ ] (Note: Character is a hollow 5) Use of a security or technique is permitted,
but subject to a restriction of up to 5% of net assets.

[ ][ ] (Note: Character is a hollow 10) Use of a security or technique is
permitted, but subject to a restriction of up to 10% of net assets.

NOTES TO TABLE

1. The Fund has no minimum quality standards for convertible securities,
although it will not invest in defaulted securities. It also will not invest
20% or more of its assets in convertible securities rated below investment
grade or in unrated convertible securities that the sub-advisor considers to
be below investment grade.

2. The Fund may use options only for hedging. Not more than 5% of the Fund's net
assets may be used for premiums for options, although the Fund may have more
at risk under these contracts than the premium. However, the Fund's aggregate
obligations under these contracts may not exceed the total market value of
the assets being hedged, such as some or all of the value of the Fund's
equity securities.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 11

BERGER SMALL CAP VALUE FUND
--------------------------------------------------------------------------------

RISK AND INVESTMENT GLOSSARY

Borrowing refers to a loan of money from a bank or other financial institution
undertaken by the Fund for temporary or emergency reasons only.

Call risk is the possibility that an issuer may redeem or "call" a fixed-income
security before maturity at a price below its current market price. An increase
in the likelihood of a call may reduce the security's price.

Common stock is a share of ownership (equity) interest in a company.

Companies with limited operating histories are securities issued by companies
that have been in continuous operation for less than three years. Sometimes
called "unseasoned" issuers.

Convertible securities are debt or equity securities that may be converted on
specified terms into stock of the issuer.

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

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

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

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

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

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

Illiquid securities are securities that by their nature cannot be sold readily.
The Fund will not invest more than 10% of its net assets in these securities.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 12
10

INVESTMENT TECHNIQUES,
SECURITIES AND ASSOCIATED
RISKS (CONTINUED)
--------------------------------------------------------------------------------

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

Initial public offering (IPO) is the sale of a company's securities to the
public for the first time. IPO companies can be small and have limited operating
histories. The price of IPO securities can be highly unstable because of
prevailing market psychology and the small number of shares available. In
addition, the quality and number of IPOs available for purchase may diminish in
the future, and their contribution to Fund performance may be less significant
as the Fund grows in size.

Interest rate risk is the risk that changes in interest rates will adversely
affect the value of an investor's securities. When interest rates rise, the
value of fixed-income securities will generally fall. Conversely, a drop in
interest rates will generally cause an increase in the value of fixed-income
securities. Longer-term securities are subject to greater interest rate risk.

Investment-grade bonds are rated BBB (Standard & Poor's) or Baa (Moody's) or
above. Bonds rated below investment grade are subject to greater credit risk
than investment-grade bonds.

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

Liquidity risk occurs when investments cannot be sold readily. The Fund may have
to accept a less-than-desirable price to complete the sale of an illiquid
security or may not be able to sell it at all.

Market capitalization is the total current market value of a company's
outstanding common stock.

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

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

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

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

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 13

BERGER SMALL CAP VALUE FUND
--------------------------------------------------------------------------------

Prepayment risk is the risk that, as interest rates fall, borrowers are more
likely to refinance their debts. As a result, the principal on certain
fixed-income securities may be paid earlier than expected, which could cause
investment losses and cause prepaid amounts to have to be reinvested at a
relatively lower interest rate.

Sector focus occurs when a significant portion of the Fund's assets are invested
in a relatively small number of related industries. The Fund will not
concentrate more than 25% of its total assets in any one industry. Sector focus
may increase both market and liquidity risk.

Small company securities are securities issued by small companies, as measured
by their market capitalization. The market capitalization range targeted by the
Fund appears under the heading "The Fund's Goal and Principal Investment
Strategies." In general, the smaller the company, the greater its risks.

Special situations are companies about to undergo a structural, financial or
management change that may significantly affect the value of their securities.

Temporary defensive measures may be taken when the Fund's investment manager
believes they are warranted because of market conditions. When this happens, the
Fund may increase its investment in government securities and other short-term
securities without regard to the Fund's investment restrictions, policies or
normal investment emphasis.

Transaction risk means that the Fund may be delayed or unable to settle a
transaction or that commissions and settlement expenses may be higher than
usual. In the case of foreign securities, use of a foreign securities depository
to maintain Fund assets may increase this risk. This risk may be minimized
through an analysis and continuous monitoring, by the Funds' primary custodian,
of the custodial risks of using the depository.

Writing (selling) covered call options is the selling of a contract to another
party, which gives them the right but not the obligation to buy a particular
security from you. The Fund will write call options only if it already owns the
security (if it is "covered").

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 14

BUYING SHARES
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
MINIMUMS
--------------------------------------------------------------------------------
<S> <C>
Minimum Initial Investments:
Regular investment $2,000
Low Minimum Investment Plan $ 100
Minimum Subsequent Investments:
Regular investment $ 50
Regular automatic investment $ 50
Low Minimum Investment Plan (Regular monthly automatic investments) $ 100
--------------------------------------------------------------------------------
</TABLE>

Send new account applications to

Berger Funds
P.O. Box 219958
Kansas City, MO 64121-9958

OR for overnight, certified or registered mail only

Berger Funds
330 West 9th Street, 1st Floor
Kansas City, MO 64105

Although the Fund has discontinued public sale to new investors, shareholders
who have open Fund accounts may continue to purchase shares and reinvest
dividends and capital gains. Once a Fund account is closed and subject to
redemption by the Fund under certain circumstances described in "Redemption by
the Fund of Certain Accounts."

BY MAIL

o Read this prospectus.

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

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

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

o To add to an existing account, be sure to include your account number on
your check and mail it to the appropriate address above.

BY TELEPHONE

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

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

o Call (800) 551-5849 for current wire or electronic funds transfer
instructions.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 15

13
BERGER SMALL CAP VALUE FUND
--------------------------------------------------------------------------------

BY ONLINE ACCESS

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

o You will find us online at bergerfunds.com.

BY SYSTEMATIC INVESTMENT PLAN

o To automatically purchase more shares on a regular basis for a regular
minimum or Low Minimum Investment Plan account, fill out the Systematic
Investment Plan section of the application. Investments are transferred
automatically from your bank account.

o The Low Minimum Investment Plan is designed for investors who would like to
begin a regular investment program but are reluctant to commit to higher lump
sum initial investments. In order to qualify for the Low Minimum Investment
Plan, an investor MUST commit to automatic monthly investments totaling no
less than $100 per month per account. Automatic monthly investments must be
made until the value of each account opened under the Plan is at least $2,000
or the account will be assessed an annual charge.

All shareholders are automatically granted telephone and online transaction
privileges unless they decline them explicitly in writing, either on the account
application or by writing to the Berger Funds at the address above.

You may give up some level of security by choosing to buy and sell shares by
telephone or online rather than by mail. In times of extreme economic or market
conditions, transactions by telephone or online may be difficult.

IMPORTANT NOTES ABOUT PAYING FOR YOUR SHARES

o Your check must be made payable to Berger Funds.

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

o Telephone and online purchase orders may not exceed $100,000 on the date the
order is placed. Shares previously bought by telephone or online access are
included in calculating account size only if payment has been received for
those shares.

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

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

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 16

SELLING (REDEEMING)
SHARES
--------------------------------------------------------------------------------

The Fund is closed to new investors and if a total redemption of your account is
made, additional investments in the Fund may not be possible.

BY MAIL

o Send a written request indicating your account number and the dollar amount
or number of shares you are redeeming to the appropriate address shown under
"Buying Shares."

o Your request must be signed by each registered shareholder, with the
signature(s) appearing exactly as they do on your account registration.

BY TELEPHONE

o Call (800) 551-5849.

BY ONLINE ACCESS

o You will find us online at bergerfunds.com.

For limitations on telephone and online redemptions see "Signature
Guarantees/Special Documentation" below.

Telephone and online redemptions are not available for shares held in
retirement accounts sponsored by the Fund.

BY SYSTEMATIC WITHDRAWAL PLAN

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

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

o Call (800) 551-5849 for more information and forms.

IMPORTANT NOTES ABOUT PAYMENT FOR YOUR REDEEMED SHARES

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

o You may receive payment for redeemed shares via wire or electronic funds
transfer. You may elect these services on the account application or send to
the Berger Funds a written request providing your bank information with your
signature guaranteed. (See "Signature Guarantees/Special Documentation"
below.)

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

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

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 17
15

BERGER SMALL CAP VALUE FUND

INFORMATION ABOUT YOUR
ACCOUNT
--------------------------------------------------------------------------------

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

o Proceeds from the redemption of shares purchased by check 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.

EXCHANGING SHARES

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

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

When exchanging shares:

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

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

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

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

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

o An exchange out of a Berger Fund results in the sale of that Fund's shares
and the purchase of another, normally resulting in a taxable event for you.

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

The Fund may terminate or modify the exchange privilege in the future.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 18

INFORMATION ABOUT YOUR
ACCOUNT (CONTINUED)
--------------------------------------------------------------------------------

SIGNATURE GUARANTEES/SPECIAL DOCUMENTATION

The Fund uses Signature Guarantees to protect you and the Fund from possible
fraudulent requests for redeemed shares. Your redemption request must be in
writing and accompanied by a Signature Guarantee if:

o Your request exceeds $100,000.

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

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

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

Berger Funds reserve the right to require Signature Guarantees under other
certain circumstances.

You can get a Signature Guarantee from most broker-dealers, national or state
banks, credit unions, federal savings and loan associations or other eligible
institutions. You cannot obtain a Signature Guarantee from a notary public.

Make sure the Signature Guarantee appears:

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

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

Additional documents are required for redemptions by corporations, executors,
administrators, trustees and guardians. For instructions, call (800) 551-5849,
or write to the Berger Funds, P.O. Box 219958, Kansas City, MO 64121-9958.

YOUR SHARE PRICE

The price at which you buy, sell or exchange Fund shares is the share price or
net asset value (NAV). The share price for the Investor Shares of the Fund is
determined by adding the Investor Shares' pro rata portion of the total value of
the Fund's investments, cash and other assets, deducting the Investor Shares'
pro rata portion of the Fund's liabilities and the liabilities attributable
directly to the Investor Shares and then dividing that value by the total number
of the Investor Shares outstanding. Share price is calculated separately for
each class of Fund shares.

The Fund's share price is calculated at the close of the regular trading session
of the New York Stock Exchange (normally 4:00 p.m. Eastern time) each day that
the Exchange is open. Share price is not calculated on the days that the
Exchange is closed.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 19

BERGER SMALL CAP VALUE FUND

OTHER INFORMATION ABOUT
YOUR ACCOUNT
--------------------------------------------------------------------------------

For a purchase, redemption or exchange of Fund shares, your price is the share
price next calculated after your request is received in good order by the Fund,
its authorized agent or designee. To receive a specific day's price, your
request must be received before the close of the New York Stock Exchange on that
day.

When the Fund calculates its share price, it values the securities it holds at
market value. Sometimes market quotes for some securities are not available or
are not representative of market value. Examples would be when events occur that
materially affect the value of a security at a time when the security is not
trading or when the securities are illiquid. In that case, securities may be
valued in good faith at fair value, using consistently applied procedures
decided on by the trustees. Money market instruments maturing within 60 days are
valued at amortized cost, which approximates market value. Assets and
liabilities expressed in foreign currencies are converted into U.S. dollars at
the prevailing market rates quoted by one or more banks or dealers shortly
before the close of the Exchange.

The Fund's foreign securities may trade on days that the Exchange is closed and
the Fund's daily share price is not calculated. As a result, the Fund's daily
share price may be affected, and you will not be able to purchase or redeem
shares.

SECURITY CONSIDERATIONS

You may give up some level of security by choosing to buy or sell shares by
telephone or online, rather than by mail. The Fund uses procedures designed to
give reasonable assurance that telephone and online instructions are genuine,
including recording the transactions, testing the identity of the shareholder
placing the order and sending prompt written confirmation of transactions to the
shareholder of record.

The Fund and its service providers are not liable for acting upon instructions
communicated by telephone or online that they believe to be genuine if these
procedures are followed.

CONFIRMATION OF YOUR PURCHASES AND REDEMPTIONS

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

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 20

OTHER INFORMATION ABOUT
YOUR ACCOUNT (CONTINUED)
--------------------------------------------------------------------------------

SHAREHOLDER REPORTS

To reduce expenses, the Fund may mail only one copy of most financial reports,
prospectuses and proxies to your household, even if you have more than one
account in the Fund. Call (800) 551-5849 if you need additional copies of
financial reports or prospectuses.

SHARE CERTIFICATES

To assist in minimizing administrative costs, share certificates will not be
issued. Records of share ownership are maintained by the Fund's transfer agent
in book entry form. If you are selling shares previously issued in certificate
form, you need to include the certificate along with your redemption or exchange
request. If you have lost your certificate, please call us at (800) 551-5849.

PURCHASES THROUGH BROKER-DEALERS

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

THIRD-PARTY ADMINISTRATORS

Certain brokerage firms and other companies may provide administrative services
(such as sub-transfer agency, recordkeeping or shareholder communications
services) to investors purchasing shares of the Fund through those 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.

DATE-RELATED INFORMATION

Mutual funds and businesses around the world could be adversely affected if
computers do not properly process date-related information. The Fund's advisor
is addressing these issues for its computers and is getting reasonable
assurances from the Fund's other major service providers that they too are
addressing these issues to preserve smooth functioning of the Fund's trading,
pricing, shareholder account, custodial and other operations. There can be no
assurances, however, that all problems will be avoided.

These computer problems could also adversely affect the Fund's investments.
Improperly functioning computers may disrupt securities markets generally or
result in overall economic uncertainty. Individual companies may also be
adversely affected by the cost of fixing their computers, which could be
substantial. The Fund's investment manager considers these issues when
evaluating investments for the Fund.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 21
19

BERGER SMALL CAP VALUE FUND
--------------------------------------------------------------------------------

REDEMPTIONS IN-KIND

The Fund intends to redeem its shares only for cash, although in order to
protect the interest of remaining shareholders, it retains the right to redeem
its shares in-kind under unusual circumstances. In-kind payment means payment
will be made to you in portfolio securities rather than cash. If this occurs,
you will incur transaction costs if you sell the securities for cash. You may
have difficulty selling the securities and recovering the amount of your
redemption if the securities are illiquid.

ACCOUNT MINIMUMS

The Fund will charge all shareholder accounts with a balance of less than $2,000
that are not making automatic monthly investments an annual fee of $10. This
charge is designed to help offset the proportionately higher costs of
maintaining small accounts.

This charge will apply to accounts that have been over $2,000 at some point in
time only if the balance has dropped below this amount because shares were
redeemed, not because the share value declined.

Shares in accounts that do not meet the minimum balance requirement applicable
to them as described below may also be subject to involuntary redemption by the
Fund.

REDEMPTIONS BY THE FUND OF CERTAIN ACCOUNTS

To reduce its expenses, the Fund may involuntarily redeem the shares in your
account if your balance drops below $2,000--but only if it drops below this
amount because you have redeemed shares, not because the share value has
declined. You will be given 60 days' notice before the Fund undertakes any
involuntary redemption. During that time, you may buy more shares to bring your
account above the minimum.

The Fund also reserves the right to close any account if it believes the
shareholder is engaging in activities which may be detrimental to the Fund.

DISTRIBUTION AND TAXES

DISTRIBUTIONS OF INCOME AND GAINS

Unless you tell us that you want to receive your distributions in cash, they
will be reinvested automatically in Fund shares. The Fund generally makes two
kinds of distributions:

o Capital gains from the sale of portfolio securities held by the Fund. The
Fund will distribute any net realized capital gains annually, normally in
December.

o Net investment income from interest or dividends received on securities held
by the Fund. The Fund will distribute its investment income annually,
normally in December.

The Fund reserves the right to reinvest into your account undeliverable or
uncashed dividend or distribution checks that remain outstanding for six months.
The dividend or distribution amount will be reinvested in shares of the
applicable Fund at the NAV next computed after the check is cancelled.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 22

OTHER INFORMATION ABOUT
YOUR ACCOUNT (CONTINUED)
--------------------------------------------------------------------------------

YOUR TAXES

You generally will owe tax on amounts distributed to you by the Fund in any
non-retirement account whether you reinvest them in additional shares or receive
them in cash.

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

Distributions made by the Fund to you will normally be capital gains. A portion
of those gains may be net short-term capital gains, which are taxed as ordinary
income. The Fund generally will not distribute net investment income, although
any net investment income that is generated as a by-product of managing its
portfolio will be distributed to you.

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

ADDITIONAL TAX INFORMATION

You should consult your own tax advisor about your particular situation. For
more information about other tax matters, including backup withholding for
certain taxpayers and other tax aspects of redemptions, see the SAI.

TAX-SHELTERED RETIREMENT PLANS

The Fund offers several tax-qualified retirement plans for individuals,
businesses and nonprofit organizations. For information about establishing an
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
(800) 551-5849, or write to the Berger Funds, P.O. Box 219958, Kansas City, MO
64121-9958. 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 (800) 259-2820.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 23

BERGER SMALL CAP VALUE FUND

ORGANIZATION OF THE FUND
--------------------------------------------------------------------------------

INVESTMENT MANAGERS

The following companies provide investment management and administrative
services to the Fund.

Berger LLC (210 University Blvd., Suite 900, Denver, CO 80206) is the Fund's
investment advisor. Berger LLC serves as investment advisor, sub-advisor or
administrator to mutual funds and institutional investors. Berger LLC has been
in the investment advisory business for 26 years. As investment advisor, Berger
LLC overseas, evaluates and monitors the investment advisory services provided
by PWM as sub-advisor. For the most recent fiscal year, the Fund paid Berger LLC
and advisory fee of 0.81% of net assets. Berger LLC also provides administrative
services to the Fund.

Perkins, Wolf, McDonnell & Company (PWM) (53 West Jackson Boulevard, Suite 722,
Chicago, IL 60604) served as investment advisor to the Berger Small Cap Value
Fund (then known as The Omni Investment Fund) from 1987 to February 1997, when
PWM became the sub-advisor to the Fund. As sub-advisor, PWM provides day-to-day
management of the Fund's investment operations.

Thomas M. Perkins has been the lead investment manager for the Berger Small Cap
Value Fund since its inception. Thomas Perkins has been an investment manager
since 1974 and joined PWM as a portfolio manager in 1998. As lead manager, Tom
Perkins is responsible for the daily decisions of the Fund's security selection.
Robert H. Perkins has also served as investment manager of the Berger Small Cap
Value Fund since the Fund's inception. Robert Perkins has been an investment
manager since 1970 and serves as President and director of PWM.

PORTFOLIO TURNOVER

Portfolio changes are made whenever the Fund's investment manager believes that
the Fund's goal could be better achieved by investment in another security,
regardless of portfolio turnover. At times, portfolio turnover for the Fund may
exceed 100% per year. A turnover rate of 100% means the securities owned by the
Fund were replaced once during the year. Higher turnover rates may result in
higher brokerage costs to the Fund and in higher net taxable gains for you as an
investor. The Fund's portfolio turnover rate can be found under the heading
"Financial Highlights for the Fund."

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 24

ORGANIZATION OF THE FUND
(CONTINUED)
--------------------------------------------------------------------------------

12b-1 ARRANGEMENTS

The Fund is a "no-load" fund, meaning that you pay no sales load or commissions
when you buy or sell Fund shares. However, the Fund has adopted a 12b-1 plan for
its Investor Shares class, permitting it to pay a fee in connection with
distribution of those shares. Berger LLC is entitled to be paid a fee under the
plan of 0.25% of the Fund's average daily net assets attributable to the
Investor Shares. Because this fee is paid on an ongoing basis, this may result
in the cost of your investment increasing and over time may cost you more than
other types of sales charges. The fee may be used for such things as marketing
and promotion, compensation to dealers and others who provide distribution and
administrative services, and shareholder support services (such as routine
requests for information).

SPECIAL FUND STRUCTURE

The Fund currently has two classes of shares. The Investors Shares are offered
through this prospectus and are available to the general public. The other class
of shares, Institutional Shares, are offered through a separate prospectus and
are designated for investors who maintain a minimum account balance of $250,000.
Each class of shares has its own expenses so that share price, performance and
distributions will differ between classes. The 12b-1 plan adopted by the Berger
Small Cap Value Fund applies only to the Investor Shares. For more information
on Institutional Shares, please call (800) 259-2820.

For more information on the multi-class fund structure, see the SAI.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 25

FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS
FOR THE FUND
--------------------------------------------------------------------------------

These financial highlights are intended to help you understand the Fund's
financial performance for the periods shown. Certain information reflects
financial results for a single Fund share. Total return shows you how much an
investment in the Fund increased or decreased during each period, assuming you
reinvested all dividends and distributions. Their report is included in the
Fund's annual report, which is available without charge upon request.

BERGER SMALL CAP VALUE FUND - INVESTOR SHARES
For a Share Outstanding Throughout the Periods

<TABLE>
<CAPTION>
Period From
February 14, 1997(1)
Years Ended to
September 30, September 30,
--------------------------------------------------------------------------------------------------------
2000 1999 1998 1997
--------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $ 17.58 $ 22.28 $ 17.24
From investment operations
Net investment income (loss) (0.02) 0.42 0.02
Net realized and unrealized gains (losses) on
investments and foreign currency transactions 4.26 (2.58) 5.01
--------------------------------------------------------------------------------------------------------
Total from investment operations 4.24 (2.16) 5.04
--------------------------------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) (0.07) (0.17) --
Distributions (from capital gains) (0.81) (2.37) --
--------------------------------------------------------------------------------------------------------
Total dividends and distributions (0.88) (2.54) --
--------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 20.94 $ 17.58 $ 22.28
--------------------------------------------------------------------------------------------------------
Total Return(2) 24.69% (10.98)% 29.23%
--------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $ 374,063 $108,465 $ 55,211
Net expense ratio to average net assets(3) 1.37% 1.56% 1.66%(4)
Ratio of net income (loss) to average net assets 1.36% 0.87% 0.60%(4)
Gross expense ratio to average net assets 1.37% 1.56% 1.66%(4)
Portfolio turnover rate(2) .66% 69% 81%
</TABLE>

(1) Commencement of investment operations for Investor Shares

(2) Not annualized.

(3) Net expenses represent gross expenses reduced by fees waived and/or
reimbursed by the Advisor.

(4) Annualized.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund -- Investor Shares

<PAGE> 26

FINANCIAL HIGHLIGHTS
FOR THE FUND (CONTINUED)
--------------------------------------------------------------------------------

The following supplemental financial highlights are for the Berger Small Cap
Value Fund for periods before February 14, 1997, when the Fund first adopted
share classes and began offering the Investor Shares. Therefore, the 0.25% 12b-1
fee paid by the Investor Shares is not reflected in the data on the table.

Except for information for the period from January 1, 1997 through February 14,
1997, the information in the table was audited by the Fund's prior independent
accountants. The information for the period from January 1, 1997 through
February 14, 1997 is unaudited.

BERGER SMALL CAP VALUE FUND
SUPPLEMENTAL FINANCIAL HIGHLIGHTS
For a Share Outstanding Throughout the Periods

<TABLE>
<CAPTION>
Period from
January 1, 1997
to February 14,
1997(2) Years Ended December 31
(Unaudited) 1996 1995 1994 1993 1992 1991
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Per Share Data(3)
Net asset value,
beginning of period $ 16.48 $ 14.57 $ 12.75 $ 13.99 $ 13.39 $ 11.39 $ 9.23
----------------------------------------------------------------------------------------------------
From investment operations
Net investment income (loss) (0.02) 0.12 0.09 (0.01) 0.03 0.09 0.14
Net realized and unrealized
gains (losses) on
investments 0.78 3.62 3.23 0.91 2.14 2.14 2.16
----------------------------------------------------------------------------------------------------
Total from investment operations 0.76 3.74 3.32 0.90 2.17 2.23 2.30
----------------------------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net
investment income) 0.00 (0.11) (0.09) 0.00 (0.03) (0.10) (0.14)
Distributions (from capital
gains) 0.00 (1.72) (1.41) (2.14) (1.54) (0.13) 0.00
----------------------------------------------------------------------------------------------------
Total dividends and distributions 0.00 (1.83) (1.50) (2.14) (1.57) (0.23) (0.14)
----------------------------------------------------------------------------------------------------
Net asset value, end of period $ 17.24 $ 16.48 $ 14.57 $ 12.75 $ 13.99 $ 13.39 $ 11.39
----------------------------------------------------------------------------------------------------
Total Return(4) 4.61% 25.58% 26.07% 6.74% 16.25% 19.59% 25.01%
----------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period
(in thousands) $38,622 $36,041 $31,833 $18,270 $16,309 $14,007 $11,940
----------------------------------------------------------------------------------------------------
Ratio of net income (loss)
to average net assets (0.87)%(5) 0.69% 0.64% (0.04)% 0.18% 0.73% 1.24%
Gross expenses ratio to
average net assets 2.04%(5) 1.48% 1.64% 1.43% 1.31% 1.41% 1.52%
Portfolio turnover rate 27% 69% 90% 125% 108% 105% 130%

<CAPTION>
1990 1989 1988 1987(1)
---------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share Data(3)
Net asset value,
beginning of period $ 12.19 $ 11.21 $ 10.06 $ 11.33
---------------------------------------------------------------------
From investment operations
Net investment income (loss) 0.28 0.23 0.24 0.21
Net realized and unrealized
gains (losses) on
investments (2.95) 2.71 1.77 (0.29)
---------------------------------------------------------------------
Total from investment operations (2.67) 2.94 2.01 (0.08)
---------------------------------------------------------------------
Less dividends and distributions
Dividends (from net
investment income) (0.29) (0.22) (0.24) (0.20)
Distributions (from capital
gains) 0.00 (1.74) (0.62) (0.99)
---------------------------------------------------------------------
Total dividends and distributions (0.29) (1.96) (0.86) (1.19)
---------------------------------------------------------------------
Net asset value, end of period $ 9.23 $ 12.19 $ 11.21 $ 10.06
---------------------------------------------------------------------
Total Return(4) (21.94)% 26.44% 20.09% (0.68)%
---------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period
(in thousands) $ 9,839 $13,576 $ 9,976 $ 6,748
---------------------------------------------------------------------
Ratio of net income (loss)
to average net assets 2.34% 1.85% 2.33% 1.87%(5)
Gross expenses ratio to
average net assets 1.84% 1.78% 1.44% 1.69%(5)
Portfolio turnover rate 146% 118% 103% 189%
</TABLE>

1. Covers the period from February 1, 1987 to December 31, 1987. Effective
October 20, 1987, the Fund became publicly registered under the Investment
Company Act of 1940. Prior thereto, its shares were not publicly offered.

2. Commencement of Investor Shares class.

3. All per share amounts prior to December 31, 1994 have been adjusted for a 10
for 1 share split which occurred September 30, 1994.

4. Not annualized for periods of less than one full year.

5. Annualized.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund - Investor Shares

<PAGE> 27

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<PAGE> 28

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<PAGE> 29

FOR MORE INFORMATION:

Additional information about the Fund's investments is available in the Fund's
semi-annual and annual reports to shareholders. The Fund's annual report
contains a discussion of the market conditions and investment strategies that
affected the Fund's performance over the past year.

You may wish to read the Statement of Additional Information (SAI) for more
information on the Fund and the securities it invests in. The SAI is
incorporated into this prospectus by reference, which means that it is
considered to be part of the prospectus.

You can get free copies of the annual and semi-annual reports and the SAI,
request other information or get answers to your questions about the Fund by
writing or calling the Fund at:

Berger Funds

P.O. Box 219958

Kansas City, MO 64121-9958

(800) 333-1001

bergerfunds.com

Text-only versions of Fund documents can be viewed online or downloaded from the
EDGAR database on the SEC's Web site at sec.gov.

You can also obtain copies by visiting the SEC's Public Reference Room in
Washington D.C. For information on the operation of the Public Reference Room,
call (202) 942-8090. Copies of documents may also be obtained, after paying a
duplicating fee, by sending your request to the following e-mail address:
[email protected], or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-6009.

INVESTMENT COMPANY ACT FILE NUMBER:

Berger Omni Investment Trust 811-4273
(Berger Small Cap Value Fund -- Investor Shares) SCVPROS
<PAGE> 30
BERGER SMALL CAP VALUE FUND -- INSTITUTIONAL SHARES

Prospectus

January 29, 2001

[BERGER FUNDS LOGO]

The Securities and Exchange Commission has not approved or disapproved any
shares offered in this prospectus or determined whether this prospectus is
accurate or complete. Anyone who tells you otherwise is committing a crime. Like
all mutual funds, an investment in the Fund is not a bank deposit and is not
insured or guaranteed by the FDIC or any other government agency. There is no
guarantee that the Fund will meet its investment goal, and although you have the
potential to make money, you could also lose money in the Fund.

<PAGE> 31

BERGER SMALL CAP VALUE FUND

o You are an existing shareholder in the Fund as of the closing date and you:

o Add to your account through the purchase of additional Fund shares.

o Add to your account through the reinvestment of dividends and cash
distributions from any shares owned in the Fund:

o You are a discretionary investment advisor that invests through existing
accounts in the Fund or at a financial intermediary; or

o You are a participant of a qualified defined contribution retirement plan
(for example, 401(k) plans, profit sharing plans and money purchase plans),
403(b) plans and 457 plans that invest through existing accounts in the
Fund or at a financial intermediary.

If you redeem or exchange all your remaining Fund shares you will not
be permitted to buy back into the Fund so long as the Fund remains closed to new
investors. If your Fund account drops below the applicable minimum balance, all
your remaining shares will be subject to involuntary redemption by the Fund as
described in the Prospectus.

The Fund may resume sales to new investors at some future date if the
Trustees of the Fund determine that it is in the best interests of the Fund and
its shareholders.

<PAGE> 32
3

CONTENTS
--------------------------------------------------------------------------------

BERGER FUNDS(R) are a no-load family of mutual funds. A mutual fund pools money
from shareholders and invests in a portfolio of securities. This prospectus
offers the class of shares designated as Institutional Shares of the Berger
Small Cap Value Fund. These shares are designed for pension and profit-sharing
plans, employee benefit trusts, endowments, foundations and corporations, as
well as high net worth individuals and financial intermediaries who are willing
to maintain a minimum account balance of $250,000.

<TABLE>
<S> <C>
BERGER SMALL CAP VALUE FUND(R) -- INSTITUTIONAL SHARES .................... 4

The Fund's Goal and Principal Investment Strategies ....................... 4

Principal Risks ........................................................... 4

The Fund's Past Performance ............................................... 5

Fund Expenses ............................................................. 6

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS .................... 7

Risk and Investment Glossary .............................................. 7

BUYING SHARES ............................................................. 11

SELLING (REDEEMING) SHARES ................................................ 13

INFORMATION ABOUT YOUR ACCOUNT ............................................ 14

Exchanging Shares ......................................................... 14

Signature Guarantees/Special Documentation ................................ 14

Your Share Price .......................................................... 15

OTHER INFORMATION ABOUT YOUR ACCOUNT ...................................... 16

Distributions and Taxes ................................................... 18

Tax-Sheltered Retirement Plans ............................................ 19

ORGANIZATION OF THE FUND .................................................. 20

Investment Managers ....................................................... 20

Special Fund Structure .................................................... 20

FINANCIAL HIGHLIGHTS FOR THE FUND ......................................... 21
</TABLE>

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 33

BERGER SMALL CAP VALUE FUND -- INSTITUTIONAL SHARES Ticker Symbol BSVIX
--------------------------------------------------------------------------------

THE FUND'S GOALS AND PRINCIPAL INVESTMENT STRATEGIES

The Fund aims for capital appreciation. In pursuing that goal, the Fund
primarily invests in the common stocks of small companies whose stock prices are
believed to be undervalued.

The Fund's securities selection focuses on companies that are out of favor with
markets or have not yet been discovered by the broader investment community.

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

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

o Products and services that give them a competitive advantage

o Quality balance sheets and strong management.

PRINCIPAL RISKS

The Fund's share price may fluctuate more than that of funds primarily invested
in stocks of mid-sized and large companies. Small company securities may
underperform as compared to the securities of larger companies. They may also
pose greater risk because of narrow product lines, limited financial resources,
less depth in management or a limited trading market for their stocks. The
Fund's investments are often focused in a small number of business sectors. In
addition, the Fund may invest in certain securities with unique risks, such as
special situations.

See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 34

BERGER SMALL CAP VALUE FUND
--------------------------------------------------------------------------------

THE FUND'S PAST PERFORMANCE

Year-by-year returns show you how the Fund's performance has varied by
illustrating the differences for each full calendar year for the past ten years.

YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31

[CHART]

BEST QUARTER: %

WORST QUARTER: %

AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 2000

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 35

BERGER SMALL CAP VALUE FUND -- INSTITUTIONAL SHARES
--------------------------------------------------------------------------------

FUND EXPENSES

As a shareholder in the Fund, you do not pay any sales loads, but you do
indirectly bear Annual Fund Operating Expenses, which vary from year to year.

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) %
--------------------------------------------------------------------------------
<S> <C>
Management fee .81
Other expenses .07
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses .88
--------------------------------------------------------------------------------
</TABLE>

UNDERSTANDING EXPENSES

Annual Fund operating expenses are paid by the Fund. As a result, they reduce
the Fund's return. Fund expenses include management fees and administrative
costs such as shareholder recordkeeping and reports, custodian and pricing
services and registration fees.

EXAMPLE COSTS

o $10,000 initial investment

o 5% total return for each year

o Fund operating expenses remain the same for each period

o Redemption after the end of each period

Your actual costs may be higher or lower, so this example should be used for
comparison only. Based on these assumptions your costs at the end of each period
would be:

<TABLE>
<CAPTION>
BERGER SMALL CAP VALUE FUND - INSTITUTIONAL SHARES
YEARS $
--------------------------------------------------------------------------------
<S> <C>
One
Three
Five
Ten
--------------------------------------------------------------------------------
</TABLE>

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 36

BERGER SMALL CAP VALUE FUND

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS
--------------------------------------------------------------------------------

Before you invest...

in the Fund, make sure you understand the risks involved. All investments
involve risk. Generally, the greater the risk, the greater the potential for
return. The reverse is also generally true-the lower the risk, the lower the
potential for return.

The following glossary will help you further understand the risks the Fund takes
by investing in certain securities and the investment techniques used by the
Fund. You may get more detailed information about the risks of investing in the
Fund in the Statement of Additional Information (SAI), including a discussion of
debt security ratings in Appendix A to the SAI.

RISK AND INVESTMENT GLOSSARY

Borrowing refers to a loan of money from a bank or other financial institution
undertaken by the Fund for temporary or emergency reasons only. The Fund will
not borrow more than 5% of its total assets. Leverage Risk

Common stock is a share of ownership (equity) interest in a company.

Companies with limited operating histories are securities issued by companies
that have been in continuous operation for less than three years. Sometimes
called "unseasoned" issuers. The Fund will not invest more than 5% of its total
assets in these securities. Market, Liquidity and Information Risks

Convertible securities(1) are debt or equity securities that may be converted on
specified terms into stock of the issuer. Market, Interest Rate, Prepayment and
Credit Risks

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

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 37

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS (CONTINUED)
--------------------------------------------------------------------------------

Illiquid securities are securities that by their nature cannot be sold readily.
The Fund will not invest more than 10% of its net assets in these securities.
Market, Liquidity and Transaction Risks

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

Interest rate risk is the risk that changes in interest rates that adversely
affect the value of an investor's securities. When interest rates rise, the
value of fixed-income securities will generally fall. Conversely, a drop in
interest rates will generally cause an increase in the value of fixed-income
securities. Longer-term securities are subject to greater interest rate risk.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 38

BERGER SMALL CAP VALUE FUND
--------------------------------------------------------------------------------

Investment-grade bonds are rated BBB (Standard & Poor's) or Baa (Moody's) or
above. Bonds rated below investment grade are subject to greater credit risk
than investment-grade bonds. Interest Rate, Market, Call and Credit Risks

Market capitalization is the total current market value of a company's
outstanding common stock.

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

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

Options(2) are contracts giving the holder the right but not the obligation to
purchase or sell a security on or before a predetermined future date for a fixed
price. Options on securities indexes are similar, but settle in cash. The Fund
will not use more than 5% of its net assets for premiums to buy options.
Hedging, Credit, Correlation and Leverage Risks

Sector focus(3) occurs when a significant portion of the Fund's assets are
invested in a relatively small number of related industries. The Fund will not
concentrate more than 25% of its total assets in any one industry. Sector focus
may increase both market and liquidity risk. Market and Liquidity Risks

Small company securities(3) are securities issued by small companies, as
measured by their market capitalization. The market capitalization range
targeted by the Fund appears under the heading "The Fund's Goal and Principal
Investment Strategies." In general, the smaller the company, the greater its
risks. Market, Liquidity and Information Risks

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 39

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS (CONTINUED)
--------------------------------------------------------------------------------

Special situations(3) are companies about to undergo a structural, financial or
management change that may significantly affect the value of their securities.
Market and Information Risks

Writing (selling) covered call options(2) is the selling of a contract to
another party, which gives them the right but not the obligation to buy a
particular security from you. The Fund writes call options only if it already
owns the security (if it is "covered"). The Fund may only write call options up
to 10% of its net assets. Opportunity, Credit and Leverage Risks

1. The Fund has no minimum quality standards for convertible securities,
although it will not invest in defaulted securities. It also will not invest 20%
or more of its assets in convertible securities rated below investment grade or
in unrated convertible securities that the advisor considers to be below
investment grade.

2. The Fund may use options only for hedging. Not more than 5% of the Fund's net
assets may be used for premiums for options, although the Fund may have more at
risk under these contracts than the premium. However, the Fund's aggregate
obligations under these contracts may not exceed the total market value of the
assets being hedged, such as some or all of the value of the Fund's equity
securities.

3. The security or technique is emphasized by the Fund.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 40

BERGER SMALL CAP VALUE FUND

BUYING SHARES
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
MINIMUMS
--------------------------------------------------------------------------------
<S> <C>
Initial investment $250,000
Subsequent investments No minimum
--------------------------------------------------------------------------------
</TABLE>

Send new account applications to

Berger Funds
P.O. Box 219958
Kansas City, MO 64121-9958

OR for overnight, certified or registered mail only

Berger Funds
330 West 9th Street, 1st Floor
Kansas City, MO 64105

BY MAIL

o Read this prospectus.

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

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

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

o To add to an existing account, be sure to include your account number on
your check and mail it to the appropriate address above.

BY WIRE OR ELECTRONIC FUNDS TRANSFER

o Payment may be made from your bank to the Berger Funds.

o Call (800) 960-8427 for current wire or electronic funds transfer
instructions.

BY TELEPHONE

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

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

o Call (800) 960-8427 for current wire or electronic funds transfer
instructions.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 41

BUYING SHARES (CONTINUED)
--------------------------------------------------------------------------------

BY ONLINE ACCESS

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

o You will find us online at bergerfunds.com.

BY AUTOMATIC INVESTMENT PLAN

o To automatically purchase more shares on a regular basis, fill out the
automatic Investment Plan section of the application.

o Investments are transferred automatically from your bank account.

o See details on the application.

IMPORTANT NOTES ABOUT PAYING FOR YOUR SHARES

o Your check must be made payable to Berger Funds.

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

o Subject to approval by the Fund, you may purchase Fund shares with liquid
securities that the Fund is eligible to purchase. These securities must
have a value that can be readily determined in accordance with the Fund's
valuation policies. You may pay for Fund shares with securities only if it
is the investment manager's intention to retain them in the Fund's
portfolio. The Fund may amend or terminate this practice at any time.

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

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

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 42

BERGER SMALL CAP VALUE FUND
SELLING (REDEEMING) SHARES
--------------------------------------------------------------------------------

The Fund is closed to new investors and if a total redemption of your account is
made, additional investments in the Fund
may not be possible.

BY MAIL

o Send a written request indicating your account number and the dollar amount
or number of shares you are redeeming to the appropriate address shown
under "Buying Shares."

o Your request must be signed by each registered shareholder, with the
signature(s) appearing exactly as they do on your account registration.

o Include any necessary Signature Guarantees. See "Signature
Guarantees/Special Documentation" below.

BY TELEPHONE

o Call (800) 960-8427.

BY ONLINE ACCESS

o You will find us online at bergerfunds.com.

For limitations on telephone and online redemptions see "Signature
Guarantees/Special Documentation" below.

Telephone and online redemptions are not available for shares held in retirement
accounts sponsored by the Fund.

BY SYSTEMATIC WITHDRAWAL PLAN

o A systematic withdrawal plan may be established.

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

o Call (800) 960-8427 for more information and forms.

Important notes about payment for your redeemed shares

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

o You may receive payment for redeemed shares via wire or electronic funds
transfer. You may elect these services on the account application or send
to the Berger Funds a written request providing your bank information with
your signature guaranteed. (See "Signature Guarantees/Special
Documentation" below.)

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

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 43

INFORMATION ABOUT YOUR ACCOUNT
--------------------------------------------------------------------------------

o Proceeds from the redemption of shares purchased by check 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.

EXCHANGING SHARES

Shares of the Fund may be exchanged for shares of any other publicly available
Berger Funds by calling (800) 960-8427. When exchanging shares:

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

o Each Fund must be legally eligible for sale in your state of residence.

o You may exchange out of each of the Berger Funds up to four times per
calendar year.

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

o You are responsible for obtaining and reading the prospectus for the Fund
into which you are exchanging.

o An exchange out of a Berger Fund results in the sale of that Fund's shares
and the purchase of another, normally resulting in a taxable event for you.

o Exchanges into any new Fund are subject to that Fund's initial and
subsequent investment minimums.

The Fund may terminate or modify the exchange privilege in the future.

SIGNATURE GUARANTEES/SPECIAL DOCUMENTATION

o Your request exceeds $100,000.

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

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

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

Berger Funds reserve the right to require Signature Guarantees under other
certain circumstances.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 44

BERGER SMALL CAP VALUE FUND
--------------------------------------------------------------------------------

Make sure the Signature Guarantee appears:

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

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

Additional documents are required for redemptions by corporations, executors,
administrators, trustees and guardians. For instructions, call (800) 960-8427 or
write to the Berger Funds, P.O. Box 219958, Kansas City, MO 64121-9958.

YOUR SHARE PRICE

The price at which you buy, sell or exchange Fund shares is the share price or
net asset value (NAV). The Fund's share price is determined by adding the value
of the Fund's investments, cash and other assets, deducting liabilities and then
dividing that value by the total number of the Fund's shares outstanding. Share
price is calculated separately for each class of Fund shares.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 45

OTHER INFORMATION ABOUT YOUR ACCOUNT
--------------------------------------------------------------------------------

SECURITY CONSIDERATIONS

The Fund and its service providers are not liable for acting upon instructions
communicated by telephone or online that they believe to be genuine if these
procedures are followed.

CONFIRMATION OF YOUR PURCHASES AND REDEMPTIONS

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

SHAREHOLDER REPORTS

To reduce expenses, the Fund may mail only one copy of most financial reports,
prospectuses and proxies to your household, even if you have more than one
account in the Fund. Call (800) 960-8427 if you need additional copies of
financial reports or prospectuses.

SHARE CERTIFICATES

PURCHASES THROUGH BROKER-DEALERS

THIRD-PARTY ADMINISTRATORS

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 46

BERGER SMALL CAP VALUE FUND
--------------------------------------------------------------------------------

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.

DATE-RELATED INFORMATION

REDEMPTIONS IN-KIND

REDEMPTIONS BY THE FUND OF CERTAIN ACCOUNTS

To reduce its expenses, the Fund may involuntarily redeem the shares in your
account if your balance drops below $250,000--but only if it drops below this
amount because you have redeemed shares, not because the share value has
declined. You will be given 60 days' notice before the Fund undertakes any
involuntary redemption. During that time, you may buy more shares to bring your
account above the minimum. Shareholders owning shares in an account on or before
the following dates have lower minimum balance requirements for that account and
must maintain these minimum balances to avoid involuntary redemption:

<TABLE>
<S> <C>
February 19, 1998 $100,000

February 14, 1997 $ 500
</TABLE>

The Fund also reserves the right to close any account if it believes the
shareholder is engaging in activities which may be detrimental to the Fund.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 47

OTHER INFORMATION ABOUT YOUR ACCOUNT (CONTINUED)
--------------------------------------------------------------------------------

DISTRIBUTION AND TAXES

DISTRIBUTIONS OF INCOME AND GAINS

Unless you tell us that you want to receive your distributions in cash, they
will be reinvested automatically in Fund shares. The Fund generally makes two
kinds of distributions:

o Capital gains from the sale of portfolio securities held by the Fund. The
Fund will distribute any net realized capital gains annually, normally in
December.

o Net investment income from interest or dividends received on securities
held by the Fund. The Fund will distribute its investment income annually,
normally in December.

YOUR TAXES

You generally will owe tax on amounts distributed to you by the Fund whether you
reinvest them in additional shares or receive them in cash. Distributions of
gains from the sale of assets held by the Fund for more than one year generally
are taxable to you at the applicable long-term capital gains rate, regardless of
how long you have owned your Fund shares. Distributions from other sources
generally are taxed as ordinary income.

Distributions made by the Fund to you will normally be capital gains. A portion
of those gains may be net short-term capital gains, which are taxed as ordinary
income. The Fund generally will not distribute net investment income, although
any net investment income generated as a by-product of managing its portfolio
will be distributed to you.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 48

BERGER SMALL CAP VALUE FUND
--------------------------------------------------------------------------------

ADDITIONAL TAX INFORMATION

TAX-SHELTERED RETIREMENT PLANS

The Fund offers several tax-qualified retirement plans for individuals,
businesses and nonprofit organizations. For information about establishing an
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
(800) 259-2820, or write to the Berger Funds, P.O. Box 219958, Kansas City, MO
64121-9958. 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 (800) 259-2820.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 49

ORGANIZATION OF THE FUND
--------------------------------------------------------------------------------

INVESTMENT MANAGERS

The following companies provide investment management and administrative
services to the Fund.

PORTFOLIO TURNOVER

Portfolio changes are made whenever the Fund's investment manager believes that
the Fund's goal could be better achieved by investment in another security,
regardless of portfolio turnover. At times, portfolio turnover for the Fund has
exceeded 100% per year. A turnover rate of 100% means the securities owned by
the Fund were replaced once during the year. Higher turnover rates may result in
higher brokerage costs to the Fund and in higher net taxable gains for you as an
investor. The Fund's portfolio turnover rate can be found under the heading
"Financial Highlights for the Fund."

SPECIAL FUND STRUCTURE

The Fund currently has two classes of shares. The Institutional Shares are
offered through this prospectus. The Investor Shares are designed for the
general public and are offered through a separate prospectus. Each class of
shares has its own expenses so that share price, performance and distributions
will differ between classes. The 12b-1 plan adopted by the Berger Small Cap
Value Fund applies only to the Investor Shares. For more information on Investor
Shares, please call (800) 333-1001. For more information on the multi-class fund
structure, see the SAI.

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 50

FINANCIAL HIGHLIGHTS

FINANCIAL HIGHLIGHTS
FOR THE FUND
--------------------------------------------------------------------------------

The financial highlights will help you understand the Fund's financial
performance for the periods shown. Certain information reflects financial
results for a single Fund share. Total return shows you how much your investment
in the Fund increased or decreased during each period, assuming you reinvested
all dividends and distributions. PricewaterhouseCoopers LLP, independent
accountants, audited the information for the nine months ended September 30,
1997, and for the years ended September 30, 1998 and 1999. Their report is
included in the Fund's annual report, which is available without charge upon
request. The information for the years ended December 31, 1994, 1995 and 1996,
was audited by other independent accountants.

Berger Small Cap Value Fund -- Institutional Shares

Financial Highlights

For a Share Outstanding Throughout the Periods Presented

<TABLE>
<CAPTION>
Period From
January 1, 1997
Years Ended to Year Ended
September 30, September 30, December 31,
2000 1999 1998 1997 1996
<S> <C> <C> <C> <C> <C>
--------------------------------------------------------------------------------------------
Net asset value, beginning of period $17.63 $22.33 $16.48 $14.57
--------------------------------------------------------------------------------------------
From investment operations
Net investment income (loss) 0.04 0.45 0.07 0.12
Net realized and unrealized gains
(losses) from investments and
foreign currency income 4.28 (2.55) 5.78 3.62
--------------------------------------------------------------------------------------------
Total from investment operations 4.32 (2.10) 5.85 3.74
--------------------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) (0.14) (0.23) -- (0.11)
Distributions (from capital gains) (0.81) (2.37) -- (1.72)
--------------------------------------------------------------------------------------------
Total dividends and distributions (0.95) (2.60) -- (1.83)
--------------------------------------------------------------------------------------------
Net asset value, end of period $21.00 $17.63 $22.33 $16.48
--------------------------------------------------------------------------------------------
Total Return(2) 25.18% (10.65)% 33.50% 25.58%
--------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period $414,347 $92,787 $58,450 $36,041
(in thousands)
Net expense ratio to average net assets(3) 1.01% 1.19% 1.34%(1) 1.48%
Ratio of net income (loss)
to average net assets 1.69% 1.26% 0.63%(1) 0.69%
Gross expense ratio to average
net assets 1.01% 1.19% 1.34%(1) 1.48%
Portfolio turnover rate 66% 69% 81% 69%

(1) Annualized.
(2) Not annualized.
(3) Net expenses represent gross expenses reduced by fees waived and/or
reimbursed by the Advisor.
</TABLE>

Berger Funds o January 29, 2001 Berger Small Cap Value Fund
-- Institutional Shares

<PAGE> 51

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<PAGE> 52

This page intentionally left blank

<PAGE> 53

FOR MORE INFORMATION:

You can get free copies of the annual and semi-annual reports and the SAI,
request other information or get answers to your questions about the Fund by
writing or calling the Fund at:

Berger Funds
P.O. Box 219958
Kansas City, MO 64121-9958
(800) 259-2820
bergerfunds.com

Text-only versions of Fund documents can be viewed online or downloaded from the
EDGAR database on the SEC's Web site at sec.gov.

INVESTMENT COMPANY ACT FILE NUMBER:

Berger Omni Investment Trust 811-4273
(Berger Small Cap Value Fund -- Institutional Shares) SCVIPROS

<PAGE> 54
BERGER SMALL CAP VALUE FUND
(A SERIES OF BERGER OMNI INVESTMENT TRUST)
INVESTOR SHARES

STATEMENT OF ADDITIONAL INFORMATION

SHAREHOLDER SERVICES: 1-800-551-5849

This Statement of Additional Information ("SAI") about the
Berger Small Cap Value Fund (the "Fund") is not a prospectus. It relates to the
Prospectus describing the Investor Shares of the Fund, dated January 29, 2001,
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
1-800-333-1001.

The Fund is a "no load" mutual fund, meaning that a buyer
pays no commissions or sales charge when buying or redeeming shares of the
Fund, although the Fund pays certain costs of distributing its Investor Shares.
See "Section 5, Expenses of the Fund - 12b-1 Plan" below. This SAI provides
further description of the Fund.

[TO BE UPDATED]

A copy of that Annual Report is available, without charge,
upon request, by calling 1-800-333-1001.

DATED JANUARY 29, 2001

<PAGE> 55

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

<TABLE>
<CAPTION>
CROSS-REFERENCES TO
PAGE RELATED DISCLOSURES
SECTION NO. IN PROSPECTUS
------- ---- -------------------
<S> <C> <C>

Introduction 1 Table of Contents

1. Investment Strategies and Risks of the Fund 1 Berger Small Cap Value Fund;
The Fund's Goal and Principal Investment
Strategies and Principal Risks

2. Investment Restrictions 8 Berger Small Cap Value Fund; The Fund's Goal and
Principal Investment Strategies and Principal
Risks; Investment Techniques, Securities and the
Associated Risks

3. Management of the Fund 10 Organization of the Fund

4. Investment Advisor and Sub-Advisor 14 Organization of the Fund

5. Expenses of the Fund 17 Fund expenses; Organization of the Fund;
Financial Highlights for the Fund

6. Brokerage Policy 21 Organization of the Fund

7. How to Purchase and Redeem Shares in the Fund 23 Buying Shares; Selling (Redeeming) Shares

8. How the Net Asset Value is Determined 24 Your Share Price

9. Income Dividends, Capital Gains Distributions and Tax 25 Distributions and Taxes
Treatment

10. Suspension of Redemption Rights 26 Other Information About Your Account

11. Tax-Sheltered Retirement Plans 27 Tax-Sheltered Retirement Plans

12. Exchange Privilege and Systematic Withdrawal Plan 29 Exchanging Shares

13. Performance Information 30 Financial Highlights for the Fund

14. Additional Information 31 Organization of the Fund; Special Fund Structure

Financial Information 35 Financial Highlights for the Fund
</TABLE>

-i-
<PAGE> 56

INTRODUCTION

The Fund is a series of Berger Omni Investment Trust which
was reorganized as a Massachusetts business trust (the "Trust") in May 1990
from a Delaware corporation. Prior to February 14, 1997, the Fund and the Trust
were known as The Omni Investment Fund. Fund is a mutual fund, or an open-end,
management investment company. The Fund is a diversified fund.

1. INVESTMENT STRATEGIES AND RISKS OF THE FUND

The Prospectus discusses the investment objective of the Fund
and the principal investment strategies employed to achieve that objective. It
also describes the principal risks of investing in the Fund.

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.

Certain debt securities can also present prepayment risk. For
example, a security may contain redemption and call provisions. If an issuer
exercises these provisions when interest rates are declining, the Fund could
sustain investment losses as well as have to reinvest the proceeds from the
security at lower interest rates, resulting in a decreased return for the Fund.

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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.

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.

INITIAL PUBLIC OFFERINGS. The Fund may invest in a company's
securities at the time the company first offers securities to the public, that
is, at the time of the company's initial public offering or IPO. Although
companies can be any age or size at the time of their IPOs, they are often
smaller and have a limited operating history, which involve a greater potential
for the value of their securities to be impaired following the IPO. See
"Securities of Smaller Companies" and "Securities of Companies with Limited
Operating Histories" above.

Investors in IPOs can be adversely affected by substantial
dilution in the value of their shares, by sales of additional shares and by
concentration of control in existing management and principal shareholders. In
addition, all of the factors that affect stock market performance may have a
greater impact on the shares of IPO companies.

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<PAGE> 58

from shares held for 12 months or less will be treated as short-term gains,
taxable as ordinary income to the Fund's shareholders. In addition, IPO
securities may be subject to varying patterns of trading volume and may, at
times, be difficult to sell without an unfavorable impact on prevailing prices.

The effect of an IPO investment can have a magnified impact
on the Fund's performance when the Fund's asset base is small. Consequently,
IPOs may constitute a significant portion of the Fund's returns particularly
when the Fund is small. Since the number of securities issued in an IPO is
limited, it is likely that IPO securities will represent a smaller component of
the Fund's assets as it increases in size, and therefore have a more limited
effect on the Fund's performance.

There can be no assurance that IPOs will continue to be
available for the Fund to purchase. The number or quality of IPOs available for
purchase by the Fund may vary, decrease or entirely disappear. In some cases,
the Fund may not be able to purchase IPOs at the offering price, but may have
to purchase the shares in the aftermarket at a price greatly exceeding the
offering price, making it more difficult for the Fund to realize a profit.

The advisor's IPO trade allocation procedures govern which
funds and other advised accounts participate in the allocation of any IPO. See
the heading "Trade Allocations" under Section 4 below. Under the IPO allocation
procedures of Berger LLC, the Fund generally will not participate in an IPO if
the securities available for allocation to the Fund are insignificant relative
to the fund's net assets. As a result, any Fund or account whose assets are
very large is not likely to participate in the allocation of many IPOs.

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).

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. The use
of a foreign securities depository may increase this risk. The Funds may
maintain assets with a foreign securities depository if certain conditions are
met. A foreign securities depository may maintain assets on behalf of a Fund if
the depository: (i) acts as or operates a system for the central handling of
securities that is regulated by a foreign financial regulatory authority; (ii)
holds assets on behalf of the Fund under safekeeping conditions no less
favorable than those that apply to other participants; (iii) maintains records
that identify the assets of participants, and keep its own assets separated
from the assets of participants; (iv) provides periodic reports to
participants; and (v) undergoes periodic examination by regulatory authorities
or independent accountants. In addition, the Funds' primary custodian provides
the Fund with an analysis of the custodial risks of using a depository,
monitors the depository on a continuous

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<PAGE> 59

basis, and notifies the Funds of any material changes in risks associated with
using the depository. In general, the analysis may include an analysis of a
depository's expertise and market reputation, the quality of its services, its
financial strength, and insurance or indemnification arrangements, the extent
and quality of regulation and independent examination of the depository, its
standing in published ratings, its internal controls, and other procedures for
safeguarding investments, and any related legal proceedings.

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 companies considered Passive Foreign
Investment Companies (PFICs) under U.S. tax laws. For certain types of PFICs,
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.

ILLIQUID SECURITIES. The Fund is authorized to invest in
securities which are illiquid or not readily marketable because, based upon
their nature or the market for such securities, no ready market is available.
However, the Fund will not purchase any such security, the purchase of which
would cause the Fund to invest more than 10% of its net assets, measured at the
time of purchase, in illiquid securities. Investments in illiquid securities
involve certain risks to the extent that the Fund may be unable to dispose of
such a security at the time desired or at a reasonable price or, in some cases,
may be unable to dispose of it at all. If securities become illiquid following
purchase or other circumstances cause more than 10% of the Fund's net assets to
be invested in illiquid securities, the trustees of the Fund, in consultation
with the Fund's sub-advisor, will determine what action, if any, is appropriate
in light of all relevant circumstances. Repurchase agreements maturing in more
than seven days will be considered as illiquid for purposes of this
restriction.

REPURCHASE AGREEMENTS. The Fund may invest in repurchase
agreements with various financial organizations, including commercial banks,
registered broker-dealers and registered government securities dealers. A
repurchase agreement is an agreement under which the Fund acquires a debt
security (generally a 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

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<PAGE> 60

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.

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.

SPECIAL SITUATIONS. The Fund may also invest in "special
situations." Special situations are companies that have recently experienced or
are anticipated to experience a significant change in structure, management,
products or services which may significantly affect the value of their
securities. Examples of special situations are companies being reorganized or
merged, companies emerging from bankruptcy, companies introducing unusual new
products or which enjoy particular tax advantages. Other examples are companies
experiencing changes in senior management, extraordinary corporate events,
significant changes in cost or capital structure or which are believed to 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
companies and their circumstances. By its nature, a "special situation" company
involves to some degree a break with the company's past experience. This
creates greater uncertainty and potential risk of loss than if the company were
operating according to long-established patterns. In addition, stocks of
companies in special situations may decline or not appreciate as expected if an
anticipated change or development does not occur or is not assessed by the
market as favorably as expected.

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. In addition, the Fund is not
required

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<PAGE> 61

to hedge. Decisions regarding hedging are subject to the sub-advisor's judgment
of the cost of the hedge, its potential effectiveness and other factors the
sub-advisor considers pertinent.

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 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.

The following is additional information concerning the
options which the Fund may utilize, provided that no more than 5% of the Fund's
net assets at the time the contract is entered into may be used for premiums
paid for the purchase of options. In addition, the Fund may only write call
options that are covered and only up to 10% of the Fund's net assets. The
following information should be read in conjunction with the information
concerning the Fund's use of options and the risks of such instruments
contained in the Prospectus.

Options on Securities and Securities Indices. The Fund may
buy or sell put or call options and write covered call options on securities
that are traded on United States or foreign securities exchanges or
over-the-counter. Buying an option involves the risk that, during the option
period, the price of the underlying security will not increase (in the case of
a call) to above the exercise price, or will not decrease (in the case of a
put) to below the exercise price, in which case the option will expire without
being exercised and the holder would lose the amount of the premium. Writing a
call option involves the risk of an increase in the market value of the
underlying security, in which case the option could be exercised and the
underlying security would then be sold by the Fund to the option holder at a
lower price than its current market value and the Fund's potential for capital
appreciation on the security would be limited to the exercise price. Moreover,
when the Fund writes a call option on a securities index, the Fund bears the
risk of loss resulting from imperfect correlation between movements in the
price of the index and the price of the securities set aside to cover such
position. Although they entitle the holder to buy equity securities, call
options to purchase equity securities do not entitle the holder to dividends or
voting rights with respect to the underlying 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

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<PAGE> 62

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.

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.

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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 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. When in a defensive position, the Fund could
miss the opportunity to participate in any stock or bond market advances that
occur during those periods, which the Fund might have been able to participate
in if it had remained more fully invested.

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. Investment
changes in the Fund will be made whenever the investment manager 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 investment objective of the Fund is capital appreciation.

The Fund has also adopted certain investment policies,
strategies, guidelines and procedures in pursuing its objective. These may be
changed without a shareholder vote. The principal policies and strategies used
by the Fund are described in the Prospectus.

In addition, the Fund has adopted certain fundamental and
non-fundamental restrictions on its investments and other activities, which are
listed below. 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.

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<PAGE> 64

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;

(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

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<PAGE> 65

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

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

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

(1) Only for the purpose of hedging, the Fund may purchase
and sell put and call options, but no more than 5% of the Fund's net assets at
the time of purchase may be invested in premiums for options. The Fund may only
write call options that are covered and only up to 10% of the Fund's 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 Fund is supervised by trustees who are responsible for
major decisions about the Fund's policies and overall Fund oversight. The
Fund's board hires the companies that run day-to-day Fund operations, such as
the investment advisor, administrator, transfer agent and custodian.

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, c/o Zayed University, Post Office Box 19282, Dubai, United
Arab Emirates DOB: 1937. Dean, since _______ 2000, of Zayed
University. Formerly self-employed as a financial and management
consultant, and in real estate development from June 1999 to _____
2000. From 1993 to June 1999, Dean, and from 1989 to 1993, a member
of the Finance faculty, of the College of Business, Montana State
University. Formerly (1976-1989), Chairman and Chief Executive
Officer of Royal Gold, Inc. (mining). Chairman of the Board of
Berger Growth Fund and Berger Large Cap Growth Fund. Chairman of the
Trustees of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger Worldwide Funds Trust, Berger Worldwide
Portfolios Trust and Berger Omni Investment Trust.

* JACK R. THOMPSON, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1949. President and a director since May 1999 (Executive Vice
President from February 1999 to May 1999) of Berger Growth Fund and
Berger Large Cap Growth Fund. President and a trustee since May 1999
(Executive Vice President from February 1999 to May 1999) of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger Worldwide Funds Trust, Berger Worldwide Portfolios Trust and
Berger Omni Investment Trust. President and Director since June,
1999 (Executive Vice President from February 1999 to June 1999) of
Berger LLC. Audit Committee Member of the Public Employees'
Retirement Association of Colorado (pension plan) since November
1997. Self-employed as a consultant from July 1995 through February
1999. Director of Wasatch Advisors (investment management) from
February 1997 to February 1999.

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<PAGE> 66

Director of Janus Capital Corporation (investment management) from
June 1984 through June 1995, and Executive Vice President of the
Corporation from April 1989 through June 1995. Treasurer of Janus
Capital Corporation from November 1983 through October 1989. Trustee
of the Janus Investment Funds from December 1990 through June 1995,
and Senior Vice President of the Trust from May 1993 through June
1995. President and a director of Janus Service Corporation
(transfer agent) from January 1987 through June 1995. President and
a director of Fillmore Agency, Inc. (advertising agency), from
January 1990 through June 1995. Executive Vice President and a
director of Janus Capital International, Ltd. (investment advisor)
from September 1994 through June 1995. President and a director of
Janus Distributors, Inc. (broker/dealer), from May 1991 through June
1995. Director of IDEX Management, Inc. (investment management),
from January 1985 through June 1995. Trustee and Senior Vice
President of the of the Janus Aspen Funds from May 1993 through June
1995.

DENNIS E. BALDWIN, 3481 South Race Street, Englewood, CO 80110, DOB:
1928. President, Baldwin Financial Counseling. Formerly (1978-1990),
Vice President and Denver Office Manager of Merrill Lynch Capital
Markets. Director of Berger Growth Fund and Berger Large Cap Growth
Fund. Trustee of Berger Investment Portfolio Trust, Berger
Institutional Products Trust, Berger Worldwide Funds Trust, Berger
Worldwide Portfolios Trust and Berger Omni Investment Trust.

KATHERINE A. CATTANACH, 672 South Gaylord, Denver, CO 80209, DOB: 1945.
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 Growth Fund and Berger
Large Cap Growth Fund. Trustee of Berger Investment Portfolio Trust,
Berger Institutional Products Trust, Berger Worldwide Funds Trust,
Berger Worldwide Portfolios Trust and Berger Omni Investment Trust.

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1900, Chicago, IL 60602,
DOB: 1945. Since October 2000, Executive Officer of DST Systems, Inc.
Director (since February 1998) and a Vice President (February 1998 -
November 1998) of West Side Investments, Inc. (investments), a
wholly-owned subsidiary of DST Systems, Inc. Formerly, President,
Chief Executive Officer and a director (September 1997 - October
2000) of DST Catalyst, Inc. (international financial markets
consulting, software and computer services company, an 81% owned
subsidiary of DST Systems, Inc.) Previously (1991 - October 2000),
Chairman, President, Chief Executive Officer and a director of
Catalyst Institute (international public policy research organization
focused primarily on financial markets and institutions); also (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 Growth
Fund and Berger Large Cap Growth Fund. Trustee of Berger Investment
Portfolio Trust, Berger Institutional Products Trust, Berger
Worldwide Funds Trust, Berger Worldwide Portfolios Trust and Berger
Omni Investment Trust.

HARRY T. LEWIS, JR., 1600 Broadway, Suite 2400, Denver, CO 80202, DOB:
1933. 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 Growth Fund and Berger Large Cap Growth
Fund. Trustee of Berger Investment Portfolio Trust, Berger
Institutional Products Trust, Berger Worldwide Funds Trust, Berger
Worldwide Portfolios Trust and Berger Omni Investment Trust.

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<PAGE> 67

Institutional Products Trust, Berger Worldwide Funds Trust, Berger
Worldwide Portfolios Trust and Berger Omni Investment Trust.

* JAY W. TRACEY, CFA, 210 University Boulevard, Suite 900, Denver, CO
80206, DOB: 1954. Executive Vice President of the Berger Funds
(since August, 2000). Executive Vice President and Chief Investment
Officer of Berger LLC (since June 2000). Interim co-portfolio
manager since June 2000 of the Berger Small Company Growth Fund and
the Berger Mid Cap Growth Fund (since June 2000); portfolio manager
of the Berger Growth Fund (since August 2000); co-portfolio manager
since June 2000 of the Berger Select Fund (since June 2000).
Formerly, Vice President and Portfolio Manager at OppenheimerFunds,
Inc (September 1994 to May 2000) and Managing Director of Buckingham
Capital Management (February 1994 to September 1994).

* JANICE M. TEAGUE, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1954. Vice President (since November 1998) and Assistant
Secretary (since February 2000 and previously from September 1996 to
November 1998) and Secretary (November 1998 through January 2000) of
the Berger Funds. Vice President (since October 1997), Secretary
(since November 1998) and Assistant Secretary (September 1996
through November 1998) with Berger LLC. Vice President and Secretary
with Berger Distributors LLC, since August 1998. Formerly,
self-employed as a business consultant from June 1995 through
September 1996, Secretary of the Janus Funds from January 1990 to
May 1995 and Assistant Secretary of Janus Capital Corporation from
October 1989 to May 1995.

* DAVID J. SCHULTZ, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1950. Vice President and Treasurer (since November 1998) and
Assistant Treasurer (September 1996 to November 1998) of the Berger
Funds. Vice President (since February 1997) and Controller (since
August 1994) with Berger LLC. Chief Financial Officer and Treasurer
(since May 1996), Assistant Secretary (since August 1998) and
Secretary (May 1996 to August 1998) with Berger Distributors LLC
Formerly, Partner with Smith, Brock & Gwinn (accounting firm) from
January 1984 to August 1994.

* ANTHONY R. BOSCH, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1965. Vice President of the Berger Funds (since February 2000).
Vice President (since June 1999) with Berger LLC. Formerly,
Assistant Vice President of Federated Investors, Inc. from December
1996 through May 1999, and Attorney with the U.S. Securities and
Exchange Commission from June 1990 through December 1996.

* BRIAN S. FERRIE, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1958. Vice President of the Berger Funds since November 1998.
Vice President (since February 1997) and Chief Compliance Officer
(since August 1994) with Berger LLC. Chief Compliance Officer with
Berger Distributors LLC, since May 1996. Formerly, Compliance
Officer with United Services Advisor, Inc., from January 1988 to
July 1994, and Director of Internal Audit of United Services Funds
from January 1987 to July 1994.

* JOHN PAGANELLI, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1967. Assistant Treasurer of the Berger Funds since November
1998. Vice President (since November 1998) and Manager of Accounting
(January 1997 through November 1998) with Berger LLC. Formerly,
Manager of Accounting (December 1994 through October 1996) and
Senior Accountant (November 1991 through December 1994) with Palmeri
Fund Administrators, Inc.

* SUE VREELAND, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1948. Secretary of the Berger Funds (since February 2000).
Assistant Secretary of Berger LLC and Berger Distributors LLC since
June 1999. Formerly, Assistant Secretary of the Janus Funds from
March 1994 to May 1999, Assistant Secretary of Janus Distributors,
Inc. from June 1995 to May 1997 and Manager of Fund Administration
for Janus Capital Corporation from February 1992 to May 1999.

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<PAGE> 68

----------

* 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, 2000. However, trustees of the
Fund who are not "interested persons" of the Fund or its advisor or 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, 2000, for each current
trustee of the Fund as a director or trustee of the Berger Funds.

<TABLE>
<CAPTION>
AGGREGATE
AGGREGATE COMPENSATION(1)
NAME AND POSITION COMPENSATION FROM FROM
WITH BERGER FUNDS THE FUND ALL BERGER FUNDS(2)
----------------- ----------------- -------------------

<S> <C> <C>
Dennis E. Baldwin(3) $_______ $_______

Louis Bindner(6) $_______ $_______

Katherine A. Cattanach(3) $_______ $_______

Paul R. Knapp(3) $_______ $_______

Harry T. Lewis(3) $_______ $_______

Michael Owen(3) $_______ $_______

William Sinclaire(3) $_______ $_______

Jack R. Thompson(3),(4),(5) $_______ $_______
</TABLE>

(1) Of the aggregate amounts shown for each director/trustee, the following
amounts were deferred under applicable deferred compensation plans: Dennis E.
Baldwin $_____; Katherine A. Cattanach $______; Michael Owen $______ William
Sinclaire $______.

(2) Includes the Berger Growth Fund, the Berger Large Cap Growth Fund, the
Berger Investment Portfolio Trust (seven series), the Berger Institutional
Products Trust (four series), the Berger Worldwide Portfolios Trust (one
series), the Berger Worldwide Funds Trust (three series) and the Berger Omni
Investment Trust (one series). Aggregate compensation figures do not include
first-year estimates for any Fund in existence for less than one year.

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<PAGE> 69

(3) Director of Berger Growth Fund and Berger Large Cap Growth Fund. Trustee of
Berger Investment Portfolio Trust, Berger Institutional Products Trust, Berger
Worldwide Portfolios Trust, Berger Worldwide Funds Trust and Berger Omni
Investment Trust.

(4) Interested person of Berger LLC.

(5) President of Berger Growth Fund, Berger Large Cap Growth Fund, Berger
Investment Portfolio Trust, Berger Institutional Products Trust, Berger
Worldwide Portfolios Trust, Berger Worldwide Funds Trust and Berger Omni
Investment Trust.

(6) Resigned as Director and Trustee effective November 17, 2000.

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 December 29, 2000, the current officers and trustees
of the Fund as a group owned of record or beneficially less than 1% of the
outstanding shares of the Fund.

4. INVESTMENT ADVISOR AND SUB-ADVISOR

BERGER LLC - INVESTMENT ADVISOR

Berger LLC, 210 University Boulevard, Suite 900, Denver, CO
80206, is the investment advisor to the Fund. Berger LLC is responsible for
managing the investment operations of the Fund and the composition of its
investment portfolio. Berger LLC also acts as the Fund's administrator and is
responsible for such functions as monitoring compliance with all applicable
federal and state laws.

Berger LLC is a Nevada Limited Liability Company, and has
been in the investment advisory business for 26 years. It serves as investment
advisor or sub-advisor to mutual funds and institutional investors and had
assets under management of approximately $___ billion as of December 31, 2000.
Berger LLC is a subsidiary of Stilwell Management Inc. ("Stilwell"), which owns
more than 80% of Berger LLC, and is an indirect subsidiary of Stilwell
Financial Inc. ("Stilwell Financial"). Stilwell also owns approximately 32% of
the outstanding shares of DST Systems, Inc. ("DST"), a publicly traded
information and transaction processing company which acts as the Funds'
transfer agent. DST, in turn, owns 100% of DST Securities, a registered
broker-dealer, which executes portfolio trades for the Fund.

Stilwell Financial was previously a wholly-owned subsidiary of Kansas City
Southern Industries, Inc. ("KCSI"). On July 12, 2000, KCSI completed a
separation of its transportation and financial services segments through a
dividend of stock of Stilwell Financial. On that date, KCSI shareholders
received two shares of Stilwell Financial for every KCSI share held as of June
28, 2000. The separation resulted in no change in the management or control of
the Fund or the Advisor to the Fund.

THE SUB-ADVISOR

Perkins, Wolf, McDonnell & Company (the "Sub-Advisor" or
"PWM"), 53 West Jackson Boulevard, Suite 722, Chicago, Illinois 60604, has been
engaged as the Fund's investment sub-advisor. The

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<PAGE> 70

Sub-Advisor was organized in 1980 under the name Mac-Per-Wolf Co. to operate as
a securities broker-dealer. In September 1983, it changed its name to Perkins,
Wolf, McDonnell & Company. The Sub-Advisor is a member of the National
Association of Securities Dealers, Inc. (the "NASD") and, in 1984, became
registered as an investment adviser with the SEC.

PWM was the Fund's investment advisor from the date the Fund
commenced operations in 1985 to February 1997. PWM became the investment
sub-advisor to the Fund on February 14, 1997, following shareholder approval of
a new Sub-Advisory Agreement between the Advisor and the Sub-Advisor. PWM has
also been the investment sub-advisor to the Berger Mid Cap Value Fund since it
commenced operations in August 1998.

Thomas M. Perkins and Robert H. Perkins, as co-investment
managers, are responsible for the day-to-day investment management of the Fund.
Robert Perkins has been an investment manager since 1970 and serves as
President and a director of PWM. Thomas Perkins has been an investment manager
since 1974 and joined PWM as a portfolio manager in 1998. Robert Perkins owns
49% of PWM. Robert Perkins and Thomas Perkins are brothers. Gregory E. Wolf
owns 20% of PWM and serves as its Treasurer and a director.

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. The Investment
Advisory Agreement provides that the investment advisor shall not be liable for
any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission taken with respect to the Fund, except
for willful misfeasance, bad faith or gross negligence in the performance of
its duties, or by reason of reckless disregard of its obligations and duties
hereunder and except to the extent otherwise provided by law.

Investment advisory fees are charged to the Fund according
to the following schedule:

<TABLE>
<CAPTION>
FUND AVERAGE DAILY NET ASSETS ANNUAL RATE
---- ------------------------ -----------
<S> <C> <C>

Berger Small Cap Value Fund First $500 million .85%
Next $500 million .80%
Over $1 billion .75%
</TABLE>

This fee is accrued daily and payable monthly. The
Investment Advisory Agreement provides that the investment advisor shall not be
liable for any error of judgment or mistake of law or for any loss arising out
of any investment or for any act or omission taken with respect to the Fund,
except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its
obligations and duties hereunder and except to the extent otherwise provided by
law.

The following schedule reflects the advisory fees charged to
the Fund for the fiscal year ended September 30, 2000:

<TABLE>
<CAPTION>
FUND ADVISOR INVESTMENT ADVISORY FEE
---- ------- -----------------------

<S> <C> <C>
Berger Small Cap Value Fund Berger LLC _____%
</TABLE>

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<PAGE> 71

The Investment Advisory Agreement will continue in effect
until April 2001, 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
0.425% of the first $500 million of average daily net assets of the Fund, 0.40%
of the next $500 million, and 0.375% of any amount in excess of $1 billion. The
Sub-Advisory Agreement provides that the Sub-Advisor shall not be liable for
any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission taken with respect to the Fund, except
for willful misfeasance, bad faith or gross negligence in the performance of
its duties, or by reason of reckless disregard of its obligations and duties
thereunder and except to the extent otherwise provided by law.

The Sub-Advisory Agreement will continue in effect until
April 2001, 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, as amended January 27, 1997, April 8, 1998 and November 17,
1999 (the "November 18 Agreement"), under which, among other things, the
Sub-Advisor agreed that, so long as Berger LLC 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 if the
Sub-Advisory Agreement is terminated before February 14, 2005 (other than for
cause), and provided Berger LLC remains as the Fund's Advisor, Berger LLC and
PWM will enter into a consulting agreement for PWM to provide consulting
services to Berger LLC 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 LLC 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.

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<PAGE> 72

TRADE ALLOCATIONS

While investment decisions for the Fund are made
independently by the sub-advisor, the same investment decision may be made for
a Fund and one or more accounts advised by the advisor or sub-advisor. In this
circumstance, should purchase and sell orders of the same class of security be
in effect on the same day, the orders for such transactions may be combined by
the advisor or sub-advisor in order to seek the best combination of net price
and execution for each. Client orders partially filled will, as a general
matter, be allocated pro rata in proportion to each client's original order,
although exceptions may be made to avoid, among other things, odd lots and de
minimis allocations. Execution prices for a combined order will be averaged so
that each participating client receives the average price paid or received.
While in some cases, this policy might adversely affect the price paid or
received by a Fund or other participating accounts, or the size of the position
obtained or liquidated, the advisor or sub-advisor will aggregate orders if it
believes that coordination of orders and the ability to participate in volume
transactions will result in the best overall combination of net price and
execution.

RESTRICTIONS ON PERSONAL TRADING

Berger LLC, the Berger Funds and Berger Distributors LLC each
permits its directors, officers and employees to purchase and sell securities
for their own accounts in accordance with a policy regarding personal investing
in each of the Codes of Ethics for Berger LLC, the Berger Funds and Berger
Distributors LLC. The policy requires all covered persons to conduct their
personal securities transactions in a manner which does not operate adversely
to the interests of the Funds or Berger LLC's other advisory clients. Directors
and officers of Berger LLC and Berger Distributors LLC, investment personnel
and other designated 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 policy. Requests for authority to
trade will be denied pre-clearance when, among other reasons, the proposed
personal transaction would be contrary to the provisions of the policy or would
be deemed to adversely affect any transaction then known to be under
consideration for or currently being effected on behalf of any client account,
including the Funds.

PWM has adopted a Code of Ethics which is substantially
similar to the Code adopted by Berger LLC.

In addition to the pre-clearance requirements described above
for Berger LLC and Berger Distributors LLC, the policy subjects directors and
officers of Berger LLC, the Berger Funds and Berger Distributors LLC,
investment personnel and other access persons to various trading restrictions
and reporting obligations. All reportable transactions are reviewed for
compliance with the policy. The policy is administered by Berger LLC and the
provisions of the policy are subject to interpretation by and exceptions
authorized by its board of directors.

5. EXPENSES OF THE FUND

In addition to paying an investment advisory fee to Berger
LLC, the Fund pays all of its expenses not assumed by Berger LLC, 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, expenses of shareholders' meetings, compensation of trustees
who are not interested persons of Berger LLC, 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.

-17-
<PAGE> 73

and Exchange Commission and state regulatory authorities. For the fiscal year
ended September 30, 2000, Berger LLC did not charge an administrative fee to
the Fund. The administrative services fees may be changed by the Fund's
trustees without shareholder approval.

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

Berger Small Cap Value Fund

<TABLE>
<CAPTION>
Fiscal Year Ended Investment Administrative Advisory Fee
September 30, Advisory Fee(1) Service Fee(2) Waiver TOTAL
----------------- --------------- -------------- ------------ -----

<S> <C> <C> <C> <C>
2000 $_________ $________ $ 0 $_________

1999 $_________ $________ $ 0 $_________

1998 $_________ $________ $ 0 $_________
</TABLE>

(1) Effective October 1, 1999, the investment advisory fee charged to the Fund
was reduced from .90% to the following rates of average daily net assets: 0.85%
of the first $500 million; 0.80% of the next $500 million and 0.75% in excess
of $1 billion.

(2) Effective October 1, 1999, the 0.01% administrative services fee was
eliminated.

The Fund has appointed State Street Bank and Trust Company
("State Street"), 801 Pennsylvania, Kansas City, MO 64105, as its recordkeeping
and pricing agent. In addition, State Street also serves as the Funds'
custodian. Each of the Funds has appointed DST Systems, Inc. ("DST"), P.O. Box
219958, Kansas City, MO 64121, as its transfer agent and dividend disbursing
agent. Approximately 32% of the outstanding shares of DST are owned by
Stilwell.

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

State Street, 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, State Street receives an
asset-based fee plus certain transaction fees and out-of-pocket expenses.

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<PAGE> 74

As transfer agent and dividend disbursing agent, DST
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, DST receives a fee from the Fund at an annual rate of $14.00 per open
Fund shareholder account, subject to preset volume discounts, plus certain
transaction fees and fees for closed accounts, and is reimbursed for
out-of-pocket expenses.

All of State Street's and DST's fees are subject to
reduction pursuant to an agreed formula for certain earnings credits on the
cash balances of the Fund. Earnings credits received by the Fund can be found
on the Fund's Statement of Operations in the Annual Report incorporated by
reference into this Statement of Additional Information.

12b-1 PLAN

The Fund has adopted a 12b-1 plan (the "Plan") pursuant to Rule 12b-1
under the Investment Company Act of 1940, which provides for the payment to
Berger LLC of a 12b-1 fee of 0.25% per annum of the Fund's average daily net
assets attributable to the Investor Shares to finance activities primarily
intended to result in the sale of those shares. The Plan is intended to benefit
the Investor Shares class of the Fund by attracting new assets into the class
and thereby affording potential cost reductions due to economies of scale.

The expenses paid by Berger LLC may include, but are not limited to:

-- payments made to, and costs incurred by, the Fund's principal
underwriter in connection with the distribution of Investor Shares,
including payments made to and expenses of officers and registered
representatives of the Distributor;

-- payments made to and expenses of other persons (including employees of
Berger LLC) who are engaged in, or provide support services in
connection with, the distribution of Investor Shares, such as
answering routine telephone inquiries and processing shareholder
requests for information;

-- compensation (including incentive compensation and/or continuing
compensation based on the amount of customer assets maintained in the
Fund) paid to securities dealers, financial institutions and other
organizations which render distribution and administrative services in
connection with the distribution of Investor Shares, including
services to holders of Investor Shares and prospective investors;

-- costs related to the formulation and implementation of marketing and
promotional activities, including direct mail promotions and
television, radio, newspaper, magazine and other mass media
advertising;

-- costs of printing and distributing prospectuses and reports to
prospective shareholders of Investor Shares;

-- costs involved in preparing, printing and distributing sales
literature for Investor Shares;

-- costs involved in obtaining whatever information, analyses and reports
with respect to market and promotional activities on behalf of the
Fund relating to Investor Shares that Berger LLC deems advisable;

-- and such other costs relating to Investor Shares as the Fund may from
time to time reasonably deem necessary or appropriate in order to
finance activities primarily intended to result in the sale of
Investor Shares.

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<PAGE> 75

Such 12b-1 fee payments are to be made by the Fund to Berger
LLC with respect to each fiscal year of the Fund without regard to the actual
distribution expenses incurred by Berger LLC in such year; that is, if the
distribution expenditures incurred by Berger LLC are less than the total of
such payments in such year, the difference is not to be reimbursed to the Fund
by Berger LLC, and if the distribution expenditures incurred by Berger LLC are
more than the total of such payments, the excess is not to be reimbursed to
Berger LLC by the Fund.

From time to time the Fund may engage in activities which
jointly promote the sale of Investor Shares and other funds that are or may in
the future be advised or administered by Berger LLC, which costs are not
readily identifiable as related to any one fund. In such cases, the Fund's
12b-1 fees may be used to finance the joint promotion of the shares of the
Investor Shares, along with the shares of the other fund. Berger LLC allocates
the cost of such joint promotional activity among the funds involved on the
basis of their respective net assets, unless otherwise directed by the
trustees.

The current 12b-1 Plan will continue in effect until the end
of April 2001, and from year to year thereafter if approved at least annually
by the Fund's trustees and those trustees who are not interested persons of the
Fund and have no direct or indirect financial interest in the operation of the
Plan or any related agreements by votes cast in person at a meeting called for
such purpose. The Plan may not be amended to increase materially the amount to
be spent on distribution of Investor Shares without shareholder approval.

For the fiscal year ended September 30, 2000, $_______ was
paid to Berger LLC pursuant to the Plan.

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 LLC due to the ownership interest of Stilwell
in both DST and Berger LLC.

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 Fund's Advisor may also enter into arrangements with
organizations that solicit clients for the Advisor, which may include clients
who purchase shares of the Fund. While the specific terms of each arrangement
may differ, generally, the fee paid by the Advisor under such arrangements is
based on the value of the referred client's assets managed by the Advisor. None
of the fees paid to such organizations will be borne by the Fund.

-20-
<PAGE> 76

DISTRIBUTOR

The distributor (principal underwriter) of the Fund's shares
is Berger Distributors LLC (the "Distributor"), 210 University Blvd., Suite
900, Denver, CO 80206. The Distributor may be reimbursed by Berger LLC for its
costs in distributing the Fund's Investor Shares.

6. BROKERAGE POLICY

Although the Fund retains full control over its own
investment policies, under the terms of its Investment Advisory Agreement,
Berger LLC as the Fund's advisor 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

<TABLE>
<CAPTION>
Fiscal Year Fiscal Year
Ended Ended Fiscal Year Ended
September 30, September 30, September 30,
2000 1999 1998
------------- ------------- -----------------

<S> <C> <C> <C>
BERGER SMALL CAP VALUE FUND $ __________ $ 1,870,000 $ 567,000
</TABLE>

The Investment Advisory Agreement authorizes and directs the
advisor to place portfolio transactions for the Fund only with brokers and
dealers who render satisfactory service in the execution of orders at the most
favorable prices and at reasonable commission rates. However, the Agreement
specifically authorizes the advisor to place such transactions with a broker
with whom it has negotiated a commission that is in excess of the commission
another broker or dealer would have charged for effecting that transaction if
the advisor determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker viewed in terms of either that particular transaction
or the overall responsibilities of the advisor. Accordingly, the advisor or
sub-advisor does not have an obligation to seek the lowest available
commission.

In accordance with this provision of the Agreement, portfolio
brokerage business of the Fund may be placed with brokers who provide useful
brokerage and research services to the advisor or sub-advisor. The Fund's
advisor may consider the value of research provided as a factor in the choice
of brokers. "Research" includes computerized on-line stock quotation systems
and related data feeds from stock exchanges, computerized trade order entry,
execution and confirmation systems, fundamental and technical analysis data and
software, computerized stock market and business news services, economic
research, account performance data and computer hardware used for the receipt
of electronic research services and broker and other third-party equity
research, such as publications or writings which furnish advice as to the value
of securities and advisability of investing, and analyses and reports
concerning issuers, industries, securities, market trends, and portfolio
strategies. Research may be provided orally, in print, or electronically.

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<PAGE> 77

These services included a service used by the independent trustees of the Fund
in reviewing the Investment Advisory Agreement.

In some cases, a product or services termed "research" may
serve other functions unrelated to the making of investment decisions. When a
product has such a mixed use, the advisor will make a good faith allocation of
the cost of the product according to the use made of it. The portion of the
product that assists the advisor or sub-advisor in the investment
decision-making process may be paid for with a Fund's commission dollars. The
advisor or sub-advisor pays for the portion of the product that is not
"research" with its own funds. Accordingly, the decision whether and how to
allocate the costs of such a product presents a conflict of interest for the
advisor or sub-advisor.

The Fund's advisor does not enter into formal agreements
with any brokers regarding the placement of securities transactions because of
any such brokerage or research services that they provide. An advisor or
sub-advisor may, however, make arrangements with and maintain internal
procedures for allocating transactions to brokers who provide such services to
encourage them to provide services expected to be useful to the advisor's or
sub-advisor's clients, including the Funds. Brokers may suggest a level of
business they would like to receive in return for the brokerage and research
they provide. The advisor or sub-advisor then determines whether to continue
receiving the research and brokerage provided and the approximate amount of
commissions it is willing to pay to continue the brokerage and research
arrangement with each broker. The actual amount of commissions a broker may
receive may be more or less than a broker's suggested allocations, depending on
advisor's or sub-advisor's level of business, market conditions and other
relevant factors. Even under these arrangements, however, the placement of all
Fund transactions, must be consistent with the Funds' brokerage placement and
execution policies, and must be directed to a broker who renders satisfactory
service in the execution of orders at the most favorable prices and at
reasonable commission rates.

During the fiscal year ended September 30, 2000 of the
brokerage commissions paid by the Fund, the following amounts were paid to
brokers who provided to the Fund selected brokerage or research services
prepared by the broker or subscribed or paid for by the broker on behalf of the
Fund:

<TABLE>
<CAPTION>
FUND AMOUNT OF TRANSACTIONS AMOUNT OF COMMISSIONS
---- ---------------------- ---------------------

<S> <C> <C>
Berger Small Cap Value Fund $__________ $_______
</TABLE>

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

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<PAGE> 78

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 LLC due to the ownership interest of Stilwell in both DST
and Berger LLC.

Included in the brokerage commissions paid by the Fund during
the fiscal year ended September 30, 2000, 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:

DSTS COMMISSIONS AND RELATED EXPENSE REDUCTIONS

<TABLE>
<CAPTION>
DSTS DSTS DSTS
Commissions Reduction in Commissions Reduction in Commissions Reduction in
Paid Expenses FYE Paid Expenses FYE Paid Expenses FYE
FYE 9/30/00 9/30/00(1) FYE 9/30/99 9/30/98(1) FYE 9/30/98 9/30/98(1)
----------- ------------ ----------- ------------ ----------- ------------

<S> <C> <C> <C> <C> <C> <C>
Berger Small Cap $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Value Fund
</TABLE>

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

The Fund's advisor places securities orders with a limited
number of major institutional brokerage firms chosen for the reliability and
quality of execution; commission rates; quality of research coverage of major
U.S. companies, the U.S. economy and the securities markets; promptness; back
office capabilities; capital strength and financial stability; prior
performance in serving the advisor and its clients; and knowledge of other
buyers and sellers. The advisor selects the broker for each order based on the
factors above, as well as the size, difficulty and other characteristics of the
order. The directors or trustees of the Funds have also authorized sales of
shares of the Funds by a broker-dealer and the recommendations of a
broker-dealer to its customers that they purchase Fund shares to be considered
as factors in the selection of broker-dealers to execute portfolio transactions
for the Funds. In addition, the advisor may also consider payments made by
brokers to a Fund or to other persons on behalf of a Fund for services provided
to the Fund for which it would otherwise be obligated to pay, such as transfer
agency fees. In placing portfolio business with any such broker or dealer, the
advisor will seek the best execution of each transaction.

7. HOW TO PURCHASE AND REDEEM SHARES IN THE FUND

<TABLE>
<S> <C>
MINIMUM INITIAL INVESTMENTS:
Regular investment $ 2,000
Low Minimum Investment Plan $ 100
MINIMUM SUBSEQUENT INVESTMENTS:
Regular investment $ 50
Automatic investment $ 50
Low Minimum Investment Plan
(required monthly automatic investments) $ 100
</TABLE>

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<PAGE> 79

To purchase shares in the Fund, simply complete the
application form enclosed with the Prospectus. Then mail it with a check
payable to "Berger Funds" to the following address:

Berger Funds
P.O. Box 219958
Kansas City, MO 64121

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

In addition, Fund shares may be purchased through certain
broker-dealers that have established mutual fund programs and certain other
organizations connected with pension and retirement plans. These broker-dealers
and other organizations may charge investors a transaction or other fee for
their services, may require different minimum initial and subsequent
investments than the 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 LLC may, at its own risk, waive certain of those
procedures and related requirements.

8. HOW THE NET ASSET VALUE IS DETERMINED

The net asset value of the Fund is determined once daily, at
the close of the regular trading session of the New York Stock Exchange (the
"Exchange") (normally 4:00 p.m., Eastern 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 share price for the Investor Shares of the Fund is
determined by adding the Investor Shares' pro rata portion of the total value
of the Fund's investments, cash and other assets, deducting the Investor
Shares' pro rata portion of the Fund's liabilities and the liabilities
attributable directly to the Investor Shares, and then dividing that value by
the total number of the Investor Shares outstanding. Since net asset value for
the Fund is calculated by class, and since the Investor Shares and each other
class of the Fund has its own expenses, the per share net asset value of the
Fund will vary by class.

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.
Examples would be

-24-
<PAGE> 80

when events occur that materially affect the value of a security at a time when
the security is not trading or when the securities are illiquid.

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 12 months will be subject to a maximum tax rate of 20% and net
capital gains from assets held for 12 months 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. Assets contributed to a Fund in
an in-kind purchase of Fund shares may generate more gain upon their sale than
if the assets had been purchased by the Fund with cash contributed to the Fund
in a cash purchase of 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. To the extent a
distribution is treated as a return of capital, a shareholder's basis in his or
her Fund shares will be reduced by that amount.

If a shareholder has elected to receive dividends and/or
capital gain distributions in cash and the 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

-25-
<PAGE> 81

shares of the applicable Fund at the NAV next computed after the check is
cancelled, 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.

Additionally, the Funds reserve the right to reinvest
distributions of less than $10 in shares of the applicable Fund at the NAV next
computed.

TAX ON REDEMPTIONS OF FUND SHARES. Shareholders may be
subject to tax on the redemption of their Fund shares. In general, redemptions
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, if the Fund
makes an election, 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 tax and interest charges. However, the Fund may be eligible
to elect one of two alternative tax treatments with respect to PFIC shares
which would avoid these taxes and charges, but also may affect, among other
things, the amount and character of gain or loss and the timing of the
recognition of income with respect to PFIC shares. Accordingly, the amounts,
character and timing of income distributed to shareholders of the Fund holding
PFIC shares may differ substantially as compared to a fund that did not invest
in PFIC shares.

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

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

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<PAGE> 82

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 redeeming shareholder may have difficulty selling the
securities and recovering the amount of the redemption if the securities are
illiquid. The method of valuing securities used to make redemption in-kind will
be the same as the method of valuing portfolio securities described under
Section 8.

11. TAX-SHELTERED RETIREMENT PLANS

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

PROFIT-SHARING AND MONEY PURCHASE PENSION PLANS

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

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

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

Distributions from the Profit-Sharing and Money Purchase
Pension Plans generally may not be made without penalty until the participant
reaches age 59-1/2 and must begin no later than April 1 of the calendar year
following the year in which the participant attains age 70-1/2. A participant
who is not a 5% owner of the employer may postpone such distributions to April
1 of the calendar year following the year of retirement. This exception does
not apply to distributions from an individual retirement account (IRA). Except
for required distributions after age 70-1/2, periodic distributions over more
than 10 years and the distribution of

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any after-tax contributions, distributions are subject to 20% Federal income
tax withholding unless those distributions are rolled directly to another
qualified plan or an IRA. Participants may not be able to receive distributions
immediately upon request because of certain requirements under federal tax law.
Since distributions which do not satisfy these requirements can result in
adverse tax consequences, consultation with an attorney or tax advisor
regarding the Plans is recommended. You should also consult with your tax
advisor regarding state tax law implications of participation in the Plans.

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

INDIVIDUAL RETIREMENT ACCOUNT (IRA)

If you are an individual with compensation or earned
income, whether or not you are actively participating in an existing qualified
retirement plan, you can provide for your own retirement by adopting an IRA.
Under an IRA, you can contribute each year up to the lesser of 100% of your
compensation or $2,000. If you are married and you file a joint return, you and
your spouse together may make contributions totaling up to $4,000 to two IRAs
(with no more than $2,000 being contributed to either account) if your joint
income is $4,000 or more, even if one spouse has no earned income. If neither
you nor your spouse are active participants in an existing qualified retirement
plan, or if your income does not exceed certain amounts, the amounts
contributed to your IRA can be deducted for Federal income tax purposes whether
or not your deductions are itemized. If you or your spouse are covered by an
existing qualified retirement plan, the deductibility of your IRA contributions
will be phased out for federal income tax purposes if your income exceeds
specified amounts, although the income level at which your IRA contributions
will no longer be deductible is higher if only your spouse (but not you) is an
active participant. However, whether your contributions are deductible or not,
the income and capital gains accumulated in your IRA are not taxed until the
account is distributed.

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

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

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

ROTH IRA

If you are an individual with compensation or earned
income, you may contribute up to the lesser of $2,000 or 100% of your
compensation to a Roth IRA, as long as your income does not exceed a specified
income level ($95,000 for single individuals, $150,000 for married individuals
filing jointly). A Roth IRA is similar in many respects to a traditional IRA,
as described above. However, the maximum amount you may contribute to a Roth
IRA is phased out between that income level and a maximum income amount
($110,000 and $160,000, respectively), and you may not make any contribution at
all to a Roth IRA if your income exceeds the maximum income amount. Also, you
can make contributions to a Roth IRA even after you reach age 70-1/2, and you
are not required to take distributions from a Roth IRA prior to your death.

Contributions to a Roth IRA are not deductible for federal
income tax purposes. However, the income and capital gains accumulated in a
Roth IRA are not taxed while held in the IRA, and distributions

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<PAGE> 84

can be taken tax-free if the Roth IRA has been established for a minimum of
five years and the distribution is after age 59-1/2, for a first time home
purchase, or upon death or disability.

An individual with an income of less than $100,000 who is
not married filing separately can roll his or her existing IRA into a Roth IRA.
However, the individual must pay taxes on the fair market value of the existing
IRA on the date of the rollover. Please consult your tax advisor concerning
Roth IRA rollovers.

403(b) CUSTODIAL ACCOUNTS

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

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

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

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

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

12. EXCHANGE PRIVILEGE AND SYSTEMATIC WITHDRAWAL PLAN

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

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

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

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<PAGE> 85

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

Since redemption of shares to make withdrawal payments is a
taxable event, each investor should consult a tax advisor concerning proper tax
treatment of the redemption.

Any shareholder may exchange any or all of the shareholder's
shares in the Fund for shares of any of the other available Berger Funds or for
shares of the Money Market Portfolio, the Government Securities Portfolio or
the Tax-Exempt Portfolio of the Cash Account Trust ("CAT Portfolios"),
separately managed, unaffiliated money market funds, without charge, after
receiving a current prospectus of the other Fund or CAT Portfolio. The exchange
privilege with the CAT Portfolios does not constitute an offering or
recommendation of the shares of any such CAT Portfolio by the Fund or Berger
LLC. Berger LLC is compensated for administrative services it performs with
respect to the CAT Portfolios.

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 income tax purposes. An
exchange of shares may be made by written request directed to DST Systems,
Inc., via on-line access, or simply by telephoning the Berger Funds at
1-800-551-5849. This privilege may be terminated or amended by the Fund, and is
not available in any state in which the shares of the Fund or CAT Portfolio
being acquired in the exchange are not eligible for sale. Shareholders
automatically have telephone and on-line privileges to authorize exchanges
unless they specifically decline this service in the account application or in
writing.

13. PERFORMANCE INFORMATION

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., 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 Standard & Poor's 600 Small Cap Index, the Nasdaq Composite
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
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.

All performance figures for the Fund are based upon
historical results and do not assure future performance. The investment return
and principal value of an investment will fluctuate so that an investor's
shares, when redeemed, may be worth more or less than their original cost.

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<PAGE> 86

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 Investor
Shares and the Fund commenced offering another class of shares. Total return of
the Investor Shares and other classes of shares of the Fund will be calculated
separately. Because each class of shares is subject to different expenses, the
performance of each class for the same period will differ.

For the 1-year, 3-year, 5-year and 10-year periods ended
September 30, 1999, and for the period from October 21, 1987 (date of first
public offering) through September 30, 1999, the average annual total returns
for the Investor Shares of the Fund were 24.69%, 18.08%, 17.39%, 13.15% and
14.75%, respectively.

Performance data for the Investor Shares include periods
prior to the Fund's adoption of class designations on February 14, 1997, and
therefore, for those periods, do not reflect the 0.25% per year 12b-1 fee
applicable to the Investor Shares, which came into effect on that date.

14. ADDITIONAL INFORMATION

The Fund was originally organized in November 1984 as a
Delaware corporation. In May 1990, the Fund was reorganized from a Delaware
corporation into a Massachusetts business trust known as The Omni Investment
Fund (the "Trust"). Pursuant to the Fund's reorganization, the Fund as a series
of the Trust assumed all of the assets and liabilities of the Fund as a
Delaware corporation, and Fund shareholders received shares of the
Massachusetts business trust equal both in number and net asset value to their
shares of the Delaware corporation. All references in this 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 name "Berger
Small Cap Value Fund(R)" was registered as a service mark in September 1998.

The Trust is authorized to issue an indefinite number of
shares of beneficial interest having a par value of $0.01 per share, which may
be issued in any number of series. Currently, the Fund is the only series
established under the Trust, although others may be added in the future. The
shares of each series of the Trust are permitted to be divided into classes.
Currently, the Fund issues two classes of shares: The Investor Shares, to which
this SAI relates, 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). A separate class of shares,
Institutional Shares, are offered through a separate prospectus and statement
of additional information and 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 $250,000. 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.

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

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<PAGE> 87

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 of the Fund and, where applicable, the other
series/classes of the Trust, generally vote separately on matters relating to
those respective series/classes, although they vote together and with the
holders of any other series/classes of the Trust in the election of trustees of
the Trust and on all matters relating to the Trust as a whole. 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.

Under governing corporate law, the Fund may enter into a
variety of corporate transactions, such as reorganizations, conversions,
mergers and asset transfers, or may be liquidated. Any such transaction would
be subject to a determination from the trustees that the transaction was in the
best interests of the Fund and its shareholders, and may require obtaining
shareholder approval.

MORE INFORMATION ON SPECIAL FUND STRUCTURE

The Fund has divided its shares into classes and has two
classes of shares outstanding, the Investor Shares covered by this SAI and the
Institutional Shares offered through a separate prospectus and statement of
additional information. The Fund implemented its multi-class structure by
adopting a Rule 18f-3 Plan under the Investment Company Act of 1940 permitting
it to issue its shares in classes. The Fund's Rule 18f-3 Plan governs such
matters as class features, dividends, voting, allocation of income and expenses
between classes, exchange and trustee monitoring of the Plan. Each class is
subject to such investment minimums and other conditions of eligibility as are
set forth in the relevant prospectus for the class, as it may be amended from
time to time. Institutional Shares are designed for institutional, individual,
and other investors willing to maintain a higher minimum account balance,
currently set at $250,000. Information concerning Institutional Shares is
available from the Fund at 1-800-259-2820.

Subject to the Trust's Declaration of Trust and any other
applicable provisions, the trustees of the Trust have the authority to create
additional classes, or change existing classes, from time to time, in
accordance with Rule 18f-3 under the Act.

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<PAGE> 88

PRINCIPAL SHAREHOLDERS

Insofar as the management of the Fund is aware, as of
December 29, 2000, no person owned, beneficially or of record, more than 5% of
the outstanding Investor Shares of the Fund, except for the following:

<TABLE>
<CAPTION>
OWNER PERCENTAGE
----- ----------
<S> <C>
Donaldson Lufkin & Jenrette Securities Corporation
No Load Mutual Funds, 14th Flr. ____%(1)
P.O. Box 2052
Jersey City, NJ 07303

Merrill Lynch
Pierce, Fenner & Smith Inc. ____%
4800 Deer Lake Dr. E.
Jacksonville, FL 32246

Northern Trust Co.
P.O. Box 92956 ____%
Chicago, IL 60675

Charles Schwab & Co., Inc.
101 Montgomery Street ____%(2)
San Francisco, CA 94104

National Financial Services Corp. ("Fidelity")
200 Liberty St. ____%(3)
One World Financial Center
New York, NY 10281
</TABLE>

(1) In addition, Donaldson Lufkin & Jenrette holds of record 14.70% of the
Institutional Shares class of the Fund, which together with its Investor
Shares, constitute 10.26% of the Fund's total outstanding shares.

(2) In addition, Charles Schwab & Co., Inc., holds of record 17.35% of the
Institutional Shares class of the Fund, which together with its Investor
Shares, constitute 18.65% of the Fund's total outstanding shares.

(3) In addition, Fidelity holds of record 6.36% of the Institutional Shares
class of the Fund, which together with its Investor Shares, constitute 16.88%
of the Fund's total outstanding shares.

Any person owning more than 25% of the outstanding securities of the Fund may
be deemed to control it. Fidelity is believed to hold its shares of the Fund as
nominee for the benefit of its clients or customers.

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<PAGE> 89

DISTRIBUTION

Berger Distributors LLC, as the Fund's Distributor, is the
principal underwriter of the Fund's shares. The Distributor is a wholly-owned
subsidiary of Berger LLC. The Distributor is a registered broker-dealer under
the Securities Exchange Act of 1934 and is a member of the National Association
of Securities Dealers, Inc. The Distributor acts as the agent of the Fund in
connection with the sale of the Fund's shares in all states in which the shares
are eligible for sale and in which the Distributor is qualified as a
broker-dealer. David J. Schultz, Chief Financial Officer, Assistant Secretary
and Treasurer of the Distributor, is also Vice President and Treasurer of the
Fund. Janice M. Teague, Vice President and Secretary of the Distributor, is
also Vice President and Assistant Secretary of the Fund. Brian Ferrie, Vice
President and Chief Compliance Officer of the Distributor, is also Vice
President of the Fund. Sue Vreeland, Assistant Secretary of the Distributor, is
also Secretary of the Fund.

The Trust, on behalf of the Fund, and the Distributor are
parties to a Distribution Agreement that continues through April 2001, and
thereafter from year to year if such continuation is specifically approved at
least annually by the trustees or by vote of a majority of the outstanding
shares of the Fund and in either case by vote of a majority of the trustees of
the Trust who are not "interested persons" (as that term is defined in the
Investment Company Act of 1940) of the Trust or the Distributor. The
Distribution Agreement is subject to termination by the Trust or the
Distributor on 60 days' prior written notice, and terminates automatically in
the event of its assignment. Under the Distribution Agreement, the Distributor
continuously offers the Fund's shares and solicits orders to purchase Fund
shares at net asset value. The Distributor is not compensated for its services
under the Distribution Agreement, but may be reimbursed by Berger LLC for its
costs in distributing Fund shares.

OTHER INFORMATION

The Fund has filed with the Securities and Exchange
Commission, Washington, D.C., a Registration Statement under the Securities Act
of 1933, as amended, with respect to the securities of the Fund of which this
SAI is a part. If further information is desired with respect to the Fund or
such securities, reference is made to the Registration Statement and the
exhibits filed as a part thereof.

Davis, Graham & Stubbs LLP, 1550 Seventeenth Street, Suite
500, Denver, Colorado, acts as counsel to the Fund.

INDEPENDENT ACCOUNTANTS

[TO BE UPDATED]

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<PAGE> 90

FINANCIAL INFORMATION

[TO BE UPDATED]

The above-referenced Annual Report is enclosed with a copy of this
SAI. Additional copies of that Annual Report may be obtained upon request
without charge by calling the Fund at 1-800-333-1001.

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<PAGE> 91

APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

The Fund may invest in convertible securities of any quality,
including unrated securities or securities rated below investment grade (Ba or
lower by Moody's, BB or lower by S&P). However, the Fund will not purchase any
security in default at the time of purchase. The Fund will not invest more than
20% of the market value of its assets at the time of purchase in convertible
securities rated below investment grade.

Securities rated below investment grade are subject to greater risk
that adverse changes in the financial condition of their issuers or in general
economic conditions, or an unanticipated rise in interest rates, may impair the
ability of their issuers to make payments of interest and principal or
dividends. The market prices of lower grade securities are generally less
sensitive to interest rate changes than higher-rated investments, but more
sensitive to economic changes or individual corporate developments. Periods of
economic uncertainty and change can be expected to result in volatility of
prices of these securities. Lower rated securities also may have less liquid
markets than higher rated securities, and their liquidity as well as their
value may be adversely affected by poor economic conditions. Adverse publicity
and investor perceptions as well as new or proposed laws may also have a
negative impact on the market for high-yield/high-risk bonds. In the event of
an unanticipated default, the Fund will experience a reduction in its income
and could expect a decline in the market value of the securities affected. The
prices of these securities may be more volatile and the markets for them may be
less liquid than those for higher-rated securities.

Unrated securities, while not necessarily of lower quality than rated
securities, may not have as broad a market. Unrated securities will be included
in the Fund's percentage limits for investments rated below investment grade,
unless the Fund's sub-advisor deems such securities to be the equivalent of
investment grade. If securities purchased by the Fund are downgraded following
purchase, or if other circumstances cause the Fund to exceed its percentage
limits on assets invested in securities rated below investment grade, the
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.

Relying in part on ratings assigned by credit agencies in making
investments will not protect the Fund from the risk that the securities will
decline in value, since credit ratings represent evaluations of the safety of
principal, dividend and/or interest payments, and not the market values of such
securities. Moreover, such ratings may not be changed on a timely basis to
reflect subsequent events.

Although the market for high-yield debt securities has been in
existence for many years and from time to time has experienced economic
downturns, this market has involved a significant increase in the use of
high-yield debt securities to fund highly leverage corporate acquisitions and
restructurings. Past experience may not, therefore, provide an accurate
indication of future performance of the high-yield debt securities market,
particularly during periods of economic recession.

Expenses incurred in recovering an investment in a defaulted security
may adversely affect the Fund's net asset value. Moreover, the reduced
liquidity of the secondary market for such securities may adversely affect the
market price of, and the ability of the Fund to value, particular securities at
certain times, thereby making it difficult to make specific valuation
determinations.

CORPORATE BOND RATINGS

The ratings of fixed-income securities by Moody's and Standard &
Poor's are a generally accepted measurement of credit risk. However, they are
subject to certain limitations. Ratings are generally based upon historical
events and do not necessarily reflect the future. In addition, there is a
period of time between the issuance of a rating and the update of the rating,
during which time a published rating may be inaccurate.

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<PAGE> 92

KEY TO MOODY'S CORPORATE RATINGS

Aaa-Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge." Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

Aa-Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known
as high grade bonds. They are rated lower than the best bonds because margins
of protection may not be as large as in Aaa securities or fluctuation of
protective elements may be of greater amplitude or there may be other elements
present which make the long-term risks appear somewhat larger than in Aaa
securities.

A-Bonds which are rated A possess many favorable investment attributes
and are to be considered as upper medium grade obligations. Factors giving
security to principal and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime in the future.

Baa-Bonds which are rated Baa are considered as medium grade
obligations, i.e., they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and in fact have speculative characteristics as
well.

Ba-Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered as well assured. Often the protection of
interest and principal payments may be very moderate and thereby not well
safeguarded during good and bad times over the future. Uncertainty of position
characterizes bonds of this class.

B-Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may be
small.

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

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

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

Note: Moody's applies numerical modifiers, 1, 2 and 3 in each generic
rating classification from Aa through B in its corporate bond rating system.
The modifier 1 indicates that the security ranks in the higher end of its
generic rating category; the modifier 2 indicates a mid-range ranking; and the
modifier 3 indicates that the issue ranks in the lower end of its generic
category.

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KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

A-Debt rated A has a strong capacity to pay interest and repay
principal although it is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than debt in higher rated
categories.

BBB-Debt rated BBB is regarded as having an adequate capacity to pay
interest and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions, or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB, B, CCC, CC AND C-Debt rated BB, B, CCC, CC and C is regarded, on
balance, as predominantly speculative with respect to capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and C the highest degree of
speculation. While such debt will likely have some quality and protective
characteristics, these are out-weighed by the large uncertainties or major risk
exposures to adverse conditions.

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

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

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

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<PAGE> 94
BERGER SMALL CAP VALUE FUND
(A SERIES OF BERGER OMNI INVESTMENT TRUST)
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 relates to the Prospectus describing the Institutional Shares of
the Fund, dated January 29, 2001, 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 1-800-259-2820.

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 $250,000. 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.

[TO BE UPDATED]

A copy of that Annual Report is available, without charge,
upon request, by calling 1-800-259-2820.

JANUARY 29, 2001

<PAGE> 95

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

CROSS-REFERENCES TO
PAGE RELATED DISCLOSURES
SECTION NO. IN PROSPECTUS
------- ---- --------------------
<S> <C> <C>
Introduction 1 Table of Contents

1. Investment Strategies and Risks of the Fund 1 Berger Small Cap Value Fund; The Fund's Goal and
Principal Investment Strategies; Principal Risks

2. Investment Restrictions 8 Berger Small Cap Value Fund; Investment Techniques,
Securities and Associated Risks

3. Management of the Fund 10 Organization of the Fund

4. Investment Advisor and Sub-Advisor 14 Organization of the Fund

5. Expenses of the Fund 17 Organization of the Fund; Financial Highlights
for the Fund

6. Brokerage Policy 20 Organization of the Fund

7. How to Purchase and Redeem Shares in the Fund 22 Buying Shares; Selling (Redeeming) Shares;
Exchanging Shares

8. How the Net Asset Value is Determined 23 Your Share Price

9. Income Dividends, Capital Gains Distributions and Tax 24 Distributions and Taxes
Treatment

10. Suspension of Redemption Rights 25 Other Information About Your Account

11. Tax-Sheltered Retirement Plans 26 Tax-Sheltered Retirement Plans

12. Exchange Privilege 26 Exchanging Shares

13. Performance Information 26 Financial Highlights for the Fund

14. Additional Information 27 Organization of the Fund; Special Fund Structure

Financial Information 32 Financial Highlights for the Fund
</TABLE>

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<PAGE> 96

INTRODUCTION

The Berger Small Cap Value Fund (the "Fund") is a mutual fund,
or an open-end, management investment company. The Fund is a diversified fund.
The Fund's investment objective is capital appreciation.

1. INVESTMENT STRATEGIES AND RISKS OF THE FUND

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> 97

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 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 price of a company's securities may be highly unstable at
the time of its IPO and for a period thereafter due to market psychology
prevailing at the time of the IPO, the absence of a prior public market, the
small number of shares available and limited availability of investor
information. As a result of this or other factors, the Fund's sub-advisor might
decide to sell an IPO security more quickly than it would otherwise, which may
result in a significant gain or loss and greater transaction costs to the Fund.
Any gains from shares held for 12 months or less will be treated as short-term
gains, taxable as ordinary income to the Fund's shareholders. In addition, IPO
securities may be subject to varying patterns of trading volume and may, at
times, be difficult to sell without an unfavorable impact on prevailing prices.

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<PAGE> 98

The effect of an IPO investment can have a magnified impact on
the Fund's performance when the Fund's asset base is small. Consequently, IPOs
may constitute a significant portion of the Fund's returns particularly when the
Fund is small. Since the number of securities issued in an IPO is limited, it is
likely that IPO securities will represent a smaller component of the Fund's
assets as it increases in size, and therefore have a more limited effect on the
Fund's performance.

There can be no assurance that IPOs will continue to be
available for the Fund to purchase. The number or quality of IPOs available for
purchase by a Fund may vary, decrease or entirely disappear. In some cases, the
Fund may not be able to purchase IPOs at the offering price, but may have to
purchase the shares in the aftermarket at a price greatly exceeding the offering
price, making it more difficult for the Fund to realize a profit.

The advisor's IPO trade allocation procedures govern which
funds and other advised accounts participate in the allocation of any IPO. See
the heading "Trade Allocations" under Section 4 below. Under the IPO allocation
procedures of Berger LLC, the Fund generally will not participate in an IPO if
the securities available for allocation to the Fund are insignificant relative
to the Fund's net assets. As a result, any fund or account whose assets are very
large is not likely to participate in the allocation of many IPOs.

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).

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. The use of a foreign
securities depository may increase this risk. The Funds may maintain assets with
a foreign securities depository if certain conditions are met. A foreign
securities depository may maintain assets on behalf of a Fund if the depository:
(i) acts as or operates a system for the central handling of securities that is
regulated by a foreign financial regulatory authority; (ii) holds assets on
behalf of the Fund under safekeeping conditions no less favorable than those
that apply to other participants; (iii) maintains records that identify the
assets of participants, and keep its own assets separated from the assets of
participants; (iv) provides periodic reports to participants; and (v) undergoes
periodic examination by regulatory authorities or independent accountants. In
addition, the Funds' primary custodian provides the Fund with an analysis of the
custodial risks of using a depository, monitors the depository on a continuous
basis, and notifies the Funds of any material changes in risks associated with
using the depository. In general, the analysis may include an analysis of a
depository's expertise and market reputation, the quality of its services, its
financial strength, and insurance or indemnification

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<PAGE> 99

arrangements, the extent and quality of regulation and independent examination
of the depository, its standing in published ratings, its internal controls, and
other procedures for safeguarding investments, and any related legal
proceedings.

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 companies considered Passive Foreign
Investment Companies (PFICs) under U.S. tax laws. For certain types of PFICs, 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.

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.

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<PAGE> 100

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.

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.

SPECIAL SITUATIONS. The Fund may also invest in "special
situations." Special situations are companies that have recently experienced or
are anticipated to experience a significant change in structure, management,
products or services which may significantly affect the value of their
securities. Examples of special situations are companies being reorganized or
merged, companies emerging from bankruptcy, companies introducing unusual new
products or which enjoy particular tax advantages. Other examples are companies
experiencing changes in senior management, extraordinary corporate events,
significant changes in cost or capital structure or which are believed to 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
companies and their circumstances. By its nature, a "special situation" company
involves to some degree a break with the company's past experience. This creates
greater uncertainty and potential risk of loss than if the company were
operating according to long-established patterns. In addition, stocks of
companies in special situations may decline or not appreciate as expected if an
anticipated change or development does not occur or is not assessed by the
market as favorably as expected.

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. In addition, the Fund is not required to hedge.
Decisions regarding hedging are subject to the sub-advisor's judgment of the
cost of the hedge, its potential effectiveness and other factors the sub-advisor
considers pertinent.

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<PAGE> 101

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.

The following is additional information concerning the options
which the Fund may utilize, provided that no more than 5% of the Fund's net
assets at the time the contract is entered into may be used for premiums paid
for the purchase of options. In addition, the Fund may only write call options
that are covered and only up to 10% of the Fund's net assets. The following
information should be read in conjunction with the information concerning the
Fund's use of options and the risks of such instruments contained in the
Prospectus.

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

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<PAGE> 102

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.

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.

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<PAGE> 103

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 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. When in a defensive position, the Fund could miss
the opportunity to participate in any stock or bond market advances that occur
during those periods, which the Fund might have been able to participate in if
it had remained more fully invested.

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. Investment changes
in the Fund will be made whenever the investment manager 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.

2. INVESTMENT RESTRICTIONS

The investment objective of the Fund is capital appreciation.

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;

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<PAGE> 104

(2) Invest in companies for the purpose of acquiring control
or management thereof;

(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;

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

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

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

(10) Pledge, mortgage or hypothecate any of its assets to
secure a debt;

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

(12) Purchase securities on margin or sell short;

(13) Invest in commodities or commodity contracts;

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

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

(19) With respect to 75% of the Fund's total assets, purchase
the securities of any one issuer (except U.S. government securities) if
immediately after and as a result of such purchase (a) the value

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<PAGE> 105

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.

(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.

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 Fund is supervised by trustees who are responsible for
major decisions about the Fund's policies and overall Fund oversight. The Fund's
board hires the companies that run day-to-day Fund operations, such as the
investment advisor, administrator, transfer agent and custodian.

MICHAEL OWEN, c/o Zayed University, Post Office Box 19282, Dubai,
United Arab Emirates DOB: 1937. Dean, since _______ 2000, of Zayed
University. Formerly self-employed as a financial and management
consultant, and in real estate development from June 1999 to _____
2000. From 1993 to June 1999, Dean, and from 1989 to 1993, a
member of the Finance faculty, of the College of Business, Montana
State University. Formerly (1976-1989), Chairman and Chief
Executive Officer of Royal Gold, Inc. (mining). Chairman of the
Board of Berger Growth Fund and Berger Large Cap Growth Fund.
Chairman of the Trustees of Berger Investment Portfolio Trust,
Berger Institutional Products Trust, Berger Worldwide Funds Trust,
Berger Worldwide Portfolios Trust and Berger Omni Investment
Trust.

* JACK R. THOMPSON, 210 University Boulevard, Suite 900, Denver, CO
80206, DOB: 1949. President and a director since May 1999
(Executive Vice President from February 1999 to May 1999) of
Berger Growth Fund and Berger Large Cap Growth Fund. President and
a trustee since May 1999 (Executive Vice President from February
1999 to May 1999) of Berger Investment Portfolio Trust, Berger
Institutional Products Trust, Berger Worldwide Funds Trust, Berger
Worldwide Portfolios Trust and Berger Omni Investment Trust.
President and Director since June, 1999 (Executive Vice President
from February 1999 to June 1999) of Berger LLC. Audit Committee
Member of the Public Employees' Retirement Association of Colorado
(pension plan) since November 1997. Self-employed as a consultant
from July 1995 through February 1999. Director of Wasatch Advisors
(investment management) from February 1997 to February 1999.
Director of Janus Capital Corporation (investment management) from
June 1984 through June 1995, and Executive Vice President of the
Corporation from April 1989 through June 1995. Treasurer of Janus
Capital Corporation from November 1983 through

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<PAGE> 106

October 1989. Trustee of the Janus Investment Funds from December
1990 through June 1995, and Senior Vice President of the Trust
from May 1993 through June 1995. President and a director of Janus
Service Corporation (transfer agent) from January 1987 through
June 1995. President and a director of Fillmore Agency, Inc.
(advertising agency), from January 1990 through June 1995.
Executive Vice President and a director of Janus Capital
International, Ltd. (investment advisor) from September 1994
through June 1995. President and a director of Janus Distributors,
Inc. (broker/dealer), from May 1991 through June 1995. Director of
IDEX Management, Inc. (investment management), from January 1985
through June 1995. Trustee and Senior Vice President of the of the
Janus Aspen Funds from May 1993 through June 1995.

DENNIS E. BALDWIN, 3481 South Race Street, Englewood, CO 80110, DOB:
1928. President, Baldwin Financial Counseling. Formerly
(1978-1990), Vice President and Denver Office Manager of Merrill
Lynch Capital Markets. Director of Berger Growth Fund and Berger
Large Cap Growth Fund. Trustee of Berger Investment Portfolio
Trust, Berger Institutional Products Trust, Berger Worldwide Funds
Trust, Berger Worldwide Portfolios Trust and Berger Omni
Investment Trust.

KATHERINE A. CATTANACH, 672 South Gaylord, Denver, CO 80209, DOB: 1945.
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 Growth Fund
and Berger Large Cap Growth Fund. Trustee of Berger Investment
Portfolio Trust, Berger Institutional Products Trust, Berger
Worldwide Funds Trust, Berger Worldwide Portfolios Trust and
Berger Omni Investment Trust.

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1900, Chicago, IL 60602,
DOB: 1945. Since October 2000, Executive Officer of DST Systems,
Inc. Director (since February 1998) and a Vice President (February
1998 - November 1998) of West Side Investments, Inc.
(investments), a wholly-owned subsidiary of DST Systems, Inc.
Formerly, President, Chief Executive Officer and a director
(September 1997 - October 2000) of DST Catalyst, Inc.
(international financial markets consulting, software and computer
services company, an 81% owned subsidiary of DST Systems, Inc.)
Previously (1991 - October 2000), Chairman, President, Chief
Executive Officer and a director of Catalyst Institute
(international public policy research organization focused
primarily on financial markets and institutions); also (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
Growth Fund and Berger Large Cap Growth Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger Worldwide Funds Trust, Berger Worldwide Portfolios Trust
and Berger Omni Investment Trust.

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<PAGE> 107

Portfolio Trust, Berger Institutional Products Trust, Berger
Worldwide Funds Trust, Berger Worldwide Portfolios Trust and
Berger Omni Investment Trust.

WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135, DOB:
1928. President, Santa Clara LLC (privately owned agriculture
company). Director of Berger Growth Fund and Berger Large Cap
Growth Fund. Trustee of Berger Investment Portfolio Trust, Berger
Institutional Products Trust, Berger Worldwide Funds Trust, Berger
Worldwide Portfolios Trust and Berger Omni Investment Trust.

* JAY W. TRACEY, CFA, 210 University Boulevard, Suite 900, Denver, CO
80206, DOB: 1954. Executive Vice President of the Berger Funds
(since August, 2000). Executive Vice President and Chief
Investment Officer of Berger LLC (since June 2000). Interim
co-portfolio manager since June 2000 of the Berger Small Company
Growth Fund and the Berger Mid Cap Growth Fund (since June 2000);
portfolio manager of the Berger Growth Fund (since August 2000);
co-portfolio manager since June 2000 of the Berger Select Fund
(since June 2000). Formerly, Vice President and Portfolio Manager
at OppenheimerFunds, Inc (September 1994 to May 2000) and Managing
Director of Buckingham Capital Management (February 1994 to
September 1994) .

* JANICE M. TEAGUE, 210 University Boulevard, Suite 900, Denver, CO
80206, DOB: 1954. Vice President (since November 1998) and
Assistant Secretary (since February 2000 and previously from
September 1996 to November 1998) and Secretary (November 1998
through January 2000) of the Berger Funds. Vice President (since
October 1997), Secretary (since November 1998) and Assistant
Secretary (September 1996 through November 1998) with Berger LLC.
Vice President and Secretary with Berger Distributors LLC, since
August 1998. Formerly, self-employed as a business consultant from
June 1995 through September 1996, Secretary of the Janus Funds
from January 1990 to May 1995 and Assistant Secretary of Janus
Capital Corporation from October 1989 to May 1995.

* DAVID J. SCHULTZ, 210 University Boulevard, Suite 900, Denver, CO
80206, DOB: 1950. Vice President and Treasurer (since November
1998) and Assistant Treasurer (September 1996 to November 1998) of
the Berger Funds. Vice President (since February 1997) and
Controller (since August 1994) with Berger LLC. Chief Financial
Officer and Treasurer (since May 1996), Assistant Secretary (since
August 1998) and Secretary (May 1996 to August 1998) with Berger
Distributors LLC Formerly, Partner with Smith, Brock & Gwinn
(accounting firm) from January 1984 to August 1994.

* ANTHONY R. BOSCH, 210 University Boulevard, Suite 900, Denver, CO
80206, DOB: 1965. Vice President of the Berger Funds (since
February 2000). Vice President (since June 1999) with Berger LLC.
Formerly, Assistant Vice President of Federated Investors, Inc.
from December 1996 through May 1999, and Attorney with the U.S.
Securities and Exchange Commission from June 1990 through December
1996.

* JOHN PAGANELLI, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1967. Assistant Treasurer of the Berger Funds since November
1998. Vice President (since November 1998) and Manager of
Accounting (January 1997 through November 1998) with Berger LLC.
Formerly, Manager of Accounting (December 1994 through October
1996) and Senior Accountant (November 1991 through December 1994)
with Palmeri Fund Administrators, Inc.

* SUE VREELAND, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1948. Secretary of the Berger Funds (since February 2000).
Assistant Secretary of Berger LLC and Berger

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<PAGE> 108

Distributors LLC since June 1999. Formerly, Assistant Secretary of
the Janus Funds from March 1994 to May 1999, Assistant Secretary
of Janus Distributors, Inc. from June 1995 to May 1997 and Manager
of Fund Administration for Janus Capital Corporation from February
1992 to May 1999.

----------

* 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

Set forth below is information regarding compensation paid or
accrued during the fiscal year ended September 30, 2000, for each current
trustee of the Fund as a director or trustee of the Berger Funds.

AGGREGATE
AGGREGATE COMPENSATION(1)
NAME AND POSITION COMPENSATION FROM FROM
WITH BERGER FUNDS THE FUND ALL BERGER FUNDS(2)
----------------- ------------------ ---------------------
<S> <C> <C>
Dennis E. Baldwin(3) $______ $______

Louis Bindner(6) $______ $______

Katherine A. Cattanach(3) $______ $______

Paul R. Knapp(3) $______ $______

Harry T. Lewis(3) $______ $______

Michael Owen(3) $______ $______

William Sinclaire(3) $______ $______

Jack R. Thompson(3),(4),(5) $______ $______
</TABLE>

(1) Of the aggregate amounts shown for each director/trustee, the following
amounts were deferred under applicable deferred compensation plans: Dennis E.
Baldwin $______; Katherine A. Cattanach $______; Michael Owen $_____; William
Sinclaire $______.

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<PAGE> 109

(2) Includes the Berger Growth Fund, the Berger Large Cap Growth Fund, the
Berger Investment Portfolio Trust (five series), the Berger Institutional
Products Trust (four series), the Berger Worldwide Portfolios Trust (one
series), the Berger Worldwide Funds Trust (three series) and the Berger Omni
Investment Trust (one series).

(3) Director of Berger Growth Fund and Berger Large Cap Growth Fund. Trustee of
Berger Investment Portfolio Trust, Berger Institutional Products Trust, Berger
Worldwide Funds Trust, Berger Worldwide Portfolios Trust and Berger Omni
Investment Trust.

(4) Interested person of Berger LLC.

(6) Resigned as Director and Trustee effective November 17, 2000.

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 December 29, 2000, 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 AND SUB-ADVISOR

BERGER LLC - INVESTMENT ADVISOR

Berger LLC is a Nevada Limited Liability Company, and has been
in the investment advisory business for 26 years. It serves as investment
advisor or sub-advisor to mutual funds and institutional investors and had
assets under management of approximately $6.1 billion as of December 31, 2000.
Berger LLC is a subsidiary of Stilwell Management Inc. ("Stilwell"), which owns
more than 80% of Berger LLC, and is an indirect subsidiary of Stilwell Financial
Inc. ("Stilwell Financial"). Stilwell also owns approximately 32% of the
outstanding shares of DST Systems, Inc. ("DST"), a publicly traded information
and transaction processing company which acts as the Funds' transfer agent. DST,
in turn, owns 100% of DST Securities, a registered broker-dealer, which executes
portfolio trades for the Funds.

Stilwell Financial was previously a wholly-owned subsidiary of
Kansas City Southern Industries, Inc. ("KCSI"). On July 12, 2000, KCSI completed
a separation of its transportation and financial services segments through a
dividend of stock of Stilwell Financial. On that date, KCSI shareholders
received two shares of Stilwell Financial for every KCSI share held as of June
28, 2000. The separation resulted in no change in the management or control of
the Funds or the Advisor to the Funds.

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<PAGE> 110

THE SUB-ADVISOR

Perkins, Wolf, McDonnell & Company (the "Sub-Advisor" or
"PWM"), 53 West Jackson Boulevard, Suite 722, Chicago, Illinois 60604, has been
engaged as the Fund's investment sub-advisor. The Sub-Advisor was organized in
1980 under the name Mac-Per-Wolf Co. to operate as a securities broker-dealer.
In September 1983, it changed its name to Perkins, Wolf, McDonnell & Company.
The Sub-Advisor is a member of the National Association of Securities Dealers,
Inc. (the "NASD") and, in 1984, became registered as an investment adviser with
the SEC.

Thomas M. Perkins and Robert H. Perkins, as co-investment
managers, are responsible for the day-to-day investment management of the Fund.
Robert Perkins has been an investment manager since 1970 and serves as President
and a director of PWM. Thomas Perkins has been an investment manager since 1974
and joined PWM as a portfolio manager in 1998. Robert Perkins owns 49% of PWM.
Robert Perkins and Thomas Perkins are brothers. Gregory E. Wolf owns 20% of PWM
and serves as its Treasurer and a director.

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. The Investment
Advisory Agreement provides that the investment advisor shall not be liable for
any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission taken with respect to the Fund, except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder and except to the extent otherwise provided by law.

Investment advisory fees are charged to the Fund according to
the following schedule:

FUND AVERAGE DAILY NET ASSETS ANNUAL RATE
---- ------------------------ -----------
<S> <C> <C>
Berger Small Cap Value Fund First $500 million .85%
Next $500 million .80%
Over $1 billion .75%
</TABLE>

This fee is accrued daily and payable monthly. The Investment
Advisory Agreement provides that the investment advisor shall not be liable for
any error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission taken with respect to the Fund, except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
hereunder and except to the extent otherwise provided by law.

The following schedule reflects the advisory fees charged to
the Fund for the fiscal year ended September 30, 2000:

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<PAGE> 111

FUND ADVISOR INVESTMENT ADVISORY FEE
---- ------- -----------------------
<S> <C> <C>
Berger Small Cap Value Fund Berger LLC _____%

</TABLE>

The Investment Advisory Agreement will continue in effect
until April 2001, 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 0.425% of
the first $500 million of average daily net assets of the Fund, 0.40% of the
next $500 million, and 0.375% of any amount in excess of $1 billion. The
Sub-Advisory Agreement provides that the Sub-Advisor shall not be liable for any
error of judgment or mistake of law or for any loss arising out of any
investment or for any act or omission taken with respect to the Fund, except for
willful misfeasance, bad faith or gross negligence in the performance of its
duties, or by reason of reckless disregard of its obligations and duties
thereunder and except to the extent otherwise provided by law.

The Sub-Advisory Agreement will continue in effect until April
2000, 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

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<PAGE> 112

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

While investment decisions for the Fund are made independently
by the sub-advisor, the same investment decision may be made for a Fund and one
or more accounts advised by the advisor or sub-advisor. In this circumstance,
should purchase and sell orders of the same class of security be in effect on
the same day, the orders for such transactions may be combined by the advisor or
sub-advisor in order to seek the best combination of net price and execution for
each. Client orders partially filled will, as a general matter, be allocated pro
rata in proportion to each client's original order, although exceptions may be
made to avoid, among other things, odd lots and de minimis allocations.
Execution prices for a combined order will be averaged so that each
participating client receives the average price paid or received. While in some
cases, this policy might adversely affect the price paid or received by a Fund
or other participating accounts, or the size of the position obtained or
liquidated, the advisor or sub-advisor will aggregate orders if it believes that
coordination of orders and the ability to participate in volume transactions
will result in the best overall combination of net price and execution.

RESTRICTIONS ON PERSONAL TRADING

Berger LLC, the Berger Funds and Berger Distributors LLC each
permits its directors, officers and employees to purchase and sell securities
for their own accounts in accordance with a policy regarding personal investing
in each of the Codes of Ethics for Berger LLC, the Berger Funds and Berger
Distributors LLC. The policy requires all covered persons to conduct their
personal securities transactions in a manner which does not operate adversely to
the interests of the Funds or Berger LLC's other advisory clients. Directors and
officers of Berger LLC and Berger Distributors LLC, investment personnel and
other designated 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 policy. Requests for authority to trade will be
denied pre-clearance when, among other reasons, the proposed personal
transaction would be contrary to the provisions of the policy or would be deemed
to adversely affect any transaction then known to be under consideration for or
currently being effected on behalf of any client account, including the Funds.

PWM has adopted a Code of Ethics which is substantially
similar to the Code adopted by Berger LLC.

In addition to the pre-clearance requirements described above
for Berger LLC and Berger Distributors LLC, the policy subjects directors and
officers of Berger LLC, the Berger Funds and Berger Distributors LLC, investment
personnel and other access persons to various trading restrictions and reporting
obligations. All reportable transactions are reviewed for compliance with the
policy. The policy is administered by Berger LLC and the provisions of the
policy are subject to interpretation by and exceptions authorized by its board
of directors.

5. EXPENSES OF THE FUND

In addition to paying an investment advisory fee to Berger
LLC, the Fund pays all of its expenses not assumed by Berger LLC, 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, expenses of shareholders' meetings, compensation of trustees
who are not interested persons of Berger LLC, 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.

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<PAGE> 113

Under a separate Administrative Services Agreement with
respect to the Fund, Berger LLC 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. For the fiscal year ended September 30, 2000, Berger LLC did not
charge an administrative fee to the Fund. The administrative services fees may
be changed by the Fund's trustees without shareholder approval.

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

Berger Small Cap Value Fund

Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
September 30, Advisory Fee(1) Service Fee(2) Waiver
----------------- --------------- -------------- ------------ ------
<S> <C> <C> <C> <C>
2000 $ _______ $ _________ $ 0 $ _________

1999 $ 3,996,000 $ 44,000 $ 0 $ 4,040,000

1998 $ 1,515,000 $ 17,000 $ 0 $ 1,532,000
</TABLE>

(2) Effective October 1, 1999, the 0.01% administrative services fee was
eliminated.

State Street, 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

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<PAGE> 114

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, State Street receives an asset-based fee plus certain transaction
fees and out-of-pocket expenses.

As transfer agent and dividend disbursing agent, DST 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, DST
receives a fee from the Fund at an annual rate of $14.00 per open Fund
shareholder account, subject to preset volume discounts, plus certain
transaction fees and fees for closed accounts, and is reimbursed for
out-of-pocket expenses.

All of State Street's and DST's fees are subject to reduction
pursuant to an agreed formula for certain earnings credits on the cash balances
of the Fund. Earnings credits received by the Fund can be found on the Fund's
Statement of Operations in the Annual Report incorporated by reference into this
Statement of Additional Information

OTHER EXPENSE INFORMATION

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 LLC (the "Distributor"), 210 University Blvd., Suite 900,
Denver, CO 80206. The Distributor may be reimbursed by Berger LLC for its costs
in distributing the Fund's Institutional Shares.

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<PAGE> 115

6. BROKERAGE POLICY

Although the Fund retains full control over its own investment
policies, under the terms of its Investment Advisory Agreement, Berger LLC as
the Fund's advisor 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, September 30, September 30,
2000 1999 1998
------------- ------------- -------------
<S> <C> <C> <C>
BERGER SMALL CAP VALUE FUND $ _________ $ 1,870,000 $ 567,000

</TABLE>

The Investment Advisory Agreement authorizes and directs the
advisor to place portfolio transactions for the Fund only with brokers and
dealers who render satisfactory service in the execution of orders at the most
favorable prices and at reasonable commission rates. However, the Agreement
specifically authorizes the advisor to place such transactions with a broker
with whom it has negotiated a commission that is in excess of the commission
another broker or dealer would have charged for effecting that transaction if
the advisor determines in good faith that such amount of commission was
reasonable in relation to the value of the brokerage and research services
provided by such broker viewed in terms of either that particular transaction or
the overall responsibilities of the advisor. Accordingly, the advisor or
sub-advisor does not have an obligation to seek the lowest available commission.

In accordance with this provision of the Agreement, portfolio
brokerage business of the Fund may be placed with brokers who provide useful
brokerage and research services to the advisor or sub-advisor. The Fund's
advisor may consider the value of research provided as a factor in the choice of
brokers. "Research" includes computerized on-line stock quotation systems and
related data feeds from stock exchanges, computerized trade order entry,
execution and confirmation systems, fundamental and technical analysis data and
software, computerized stock market and business news services, economic
research, account performance data and computer hardware used for the receipt of
electronic research services and broker and other third-party equity research,
such as publications or writings which furnish advice as to the value of
securities and advisability of investing, and analyses and reports concerning
issuers, industries, securities, market trends, and portfolio strategies.
Research may be provided orally, in print, or electronically. These services
included a service used by the independent trustees of the Fund in reviewing the
Investment Advisory Agreement.

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with a Fund's commission dollars. The advisor or sub-advisor pays for the
portion of the product that is not "research" with its own funds. Accordingly,
the decision whether and how to allocate the costs of such a product presents a
conflict of interest for the advisor or sub-advisor.

The Fund's advisor does not enter into formal agreements with
any brokers regarding the placement of securities transactions because of any
such brokerage or research services that they provide. An advisor or sub-advisor
may, however, make arrangements with and maintain internal procedures for
allocating transactions to brokers who provide such services to encourage them
to provide services expected to be useful to the advisor's or sub-advisor's
clients, including the Funds. Brokers may suggest a level of business they would
like to receive in return for the brokerage and research they provide. The
advisor or sub-advisor then determines whether to continue receiving the
research and brokerage provided and the approximate amount of commissions it is
willing to pay to continue the brokerage and research arrangement with each
broker. The actual amount of commissions a broker may receive may be more or
less than a broker's suggested allocations, depending on advisor's or
sub-advisor's level of business, market conditions and other relevant factors.
Even under these arrangements, however, the placement of all Fund transactions,
must be consistent with the Funds' brokerage placement and execution policies,
and must be directed to a broker who renders satisfactory service in the
execution of orders at the most favorable prices and at reasonable commission
rates.

FUND AMOUNT OF TRANSACTIONS AMOUNT OF COMMISSIONS
---- ---------------------- ---------------------
<S> <C> <C>
Berger Small Cap Value Fund $__________ $ ________
</TABLE>

These brokerage and research services received from brokers
are often helpful to Berger LLC in performing its investment advisory
responsibilities to the Fund, and the availability of such services from brokers
does not reduce the responsibility of Berger LLC' advisory personnel to analyze
and evaluate the securities in which the Fund invests. The brokerage and
research services obtained as a result of the Fund's brokerage business also
will be useful to Berger LLC 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 LLC in
rendering investment advice to the Fund. Although such brokerage and research
services may be deemed to be of value to Berger LLC, they are not expected to
decrease the expenses that Berger LLC would otherwise incur in performing its
investment advisory services for the Fund nor will the advisory fees that are
received by Berger LLC from the Fund be reduced as a result of the availability
of such brokerage and 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 year ended December 31, 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

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<PAGE> 117

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 LLC due to the ownership interest of Stilwell in both DST
and Berger LLC.

DSTS COMMISSIONS AND RELATED EXPENSE REDUCTIONS

DSTS Reduction in DSTS Reduction in DSTS Reduction in
Commissions Expenses FYE Commissions Expenses FYE Commissions Expenses FYE
Paid 9/30/00 Paid 9/30/99 Paid 9/30/98(1)
FYE 9/30/00 FYE 9/30/99 FYE 9/30/98
----------- ------------ ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Berger Small Cap $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Value Fund
</TABLE>

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

The Fund's advisor places securities orders with a limited
number of major institutional brokerage firms chosen for the reliability and
quality of execution; commission rates; quality of research coverage of major
U.S. companies, the U.S. economy and the securities markets; promptness; back
office capabilities; capital strength and financial stability; prior performance
in serving the advisor and its clients; and knowledge of other buyers and
sellers. The advisor selects the broker for each order based on the factors
above, as well as the size, difficulty and other characteristics of the order.
The directors or trustees of the Funds have also authorized sales of shares of
the Funds by a broker-dealer and the recommendations of a broker-dealer to its
customers that they purchase Fund shares to be considered as factors in the
selection of broker-dealers to execute portfolio transactions for the Funds. In
addition, the advisor may also consider payments made by brokers to a Fund or to
other persons on behalf of a Fund for services provided to the Fund for which it
would otherwise be obligated to pay, such as transfer agency fees. In placing
portfolio business with any such broker or dealer, the advisor will seek the
best execution of each transaction.

7. HOW TO PURCHASE AND REDEEM SHARES IN THE FUND

Minimum Initial Investment
for Institutional Shares: $250,000.00

Institutional 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 $250,000. (This requirement is not
applicable to shareholder accounts opened prior to February 14, 1997, which met
the initial investment minimum in effect for the Fund at the time of their
initial purchase.)

To purchase shares in the Fund, simply complete the
application form enclosed with the Prospectus. Then mail it with a check payable
to "Berger Funds" to the following address:

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<PAGE> 118

Berger Funds
P.O. Box 219958
Kansas City, MO 64121

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.

Additional investments may be made at any time by mail,
telephone (1-800-960-8427) or online (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.

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.

8. HOW THE NET ASSET VALUE IS DETERMINED

The net asset value of the Fund is determined once daily, at
the close of the regular trading session of the New York Stock Exchange (the
"Exchange") (normally 4:00 p.m., Eastern 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. Since net asset value for the Fund is calculated by class, and
since the Institutional Shares and each other class of the Fund has its own
expenses, the per share net asset value of the Fund will vary by class.

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.
Examples would be

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<PAGE> 119

when events occur that materially affect the value of a security at a time when
the security is not trading or when the securities are illiquid.

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.

9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

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 12 months will be subject to a maximum tax rate of 20% and net capital
gains from assets held for 12 months 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. Assets contributed to a Fund in an
in-kind purchase of Fund shares may generate more gain upon their sale than if
the assets had been purchased by the Fund with cash contributed to the Fund in a
cash purchase of 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. 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> 120

Additionally, the Funds reserve the right to reinvest
distributions of less than $10 in shares of the applicable Fund at the NAV next
computed.

TAX ON REDEMPTIONS OF FUND SHARES. Shareholders may be subject
to tax on the redemption of their Fund shares. In general, redemptions 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, if the Fund
makes an election, 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 tax and interest charges. However, the Fund may be eligible to elect
one of two alternative tax treatments with respect to PFIC shares which would
avoid these taxes and charges, but also may affect, among other things, the
amount and character of gain or loss and the timing of the recognition of income
with respect to PFIC shares. Accordingly, the amounts, character and timing of
income distributed to shareholders of the Fund holding PFIC shares may differ
substantially as compared to a fund that did not invest in PFIC shares.

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

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

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<PAGE> 121

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
redeeming shareholder may have difficulty selling the securities and recovering
the amount of the redemption if the securities are illiquid. The method of
valuing securities used to make redemption in-kind will be the same as the
method of valuing portfolio securities described under Section 8.

11. TAX-SHELTERED RETIREMENT PLANS

The Fund offers several tax-qualified retirement plans for
individuals, businesses and nonprofit organizations. For information about
establishing an 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 1-800-259-2820 or write to the Berger Funds c/o Berger LLC, 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 1-800-259-2820.

The Fund also offers an Automatic Investment Plan (minimum $50
per month) and a Systematic Withdrawal Plan (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 219958, Kansas City, MO
64121, or call 1-800-960-8427.

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.

13. PERFORMANCE INFORMATION

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.,
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 Standard &
Poor's 600 Small Cap Index, the Nasdaq Composite Index, or more narrowly-based
or blended indices which reflect the market sectors in which the Fund invests.

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<PAGE> 122

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.

All performance figures for the Fund are based upon historical
results and do not assure future performance. The investment return and
principal value of an investment will fluctuate so that an investor's shares,
when redeemed, may be worth more or less than their original cost.

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, 3, 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, 5-year and 10-year periods ended
September 30, 1999, and for the period from October 21, 1987 (date of first
public offering) through September 30, 1999, the average annual total returns
for the Institutional Shares of the Fund were 25.18%, 18.47%, 17.62%, 13.27% and
14.84%, 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 name "Berger Small Cap Value Fund(R)" was
registered as a service mark in September 1998.

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<PAGE> 123

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 $250,000.
Institutional Shares are also made available for purchase and dividend
reinvestment to all holders of the Fund's shares as of February 14, 1997, when
all the Fund's then outstanding shares were designated as Institutional Shares,
subject to a minimum account balance requirement of $500. A separate class of
shares, Investor Shares, are offered through a separate prospectus and statement
of additional information and are available to the general public, subject to
the Fund's regular minimum investment requirements as specified in that
prospectus (currently $2,000 minimum initial investment).

Under the Fund's Declaration of Trust, each trustee will
continue in office until the termination of the Trust or his or her earlier
death, resignation, incapacity, retirement or removal. Vacancies will be filled
by a majority vote of the remaining trustees, subject to the provisions of the
Investment Company Act of 1940. Therefore, no annual or regular meetings of
shareholders normally will be held, unless otherwise required by the Declaration
of Trust or the Investment Company Act of 1940. Subject to the foregoing,
shareholders have the power to vote for the election and removal of trustees, to
terminate or reorganize the Trust, to amend the Declaration of Trust, and on any
other matters on which a shareholder vote is required by the Investment Company
Act of 1940, the Declaration of Trust, the Trust's bylaws or the trustees.

Shareholders of the Fund and, where applicable, the other
series/classes of the Trust, generally vote separately on matters relating to
those respective series/classes, although they vote together and with the
holders of any other series/classes of the Trust in the election of trustees of
the Trust and on all matters relating to the Trust as a whole. 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.

Under governing corporate law, the Fund may enter into a
variety of corporate transactions, such as reorganizations, conversions, mergers
and asset transfers, or may be liquidated. Any such transaction would be subject
to a determination from the trustees that the transaction was in the best
interests of the Fund and its shareholders, and may require obtaining
shareholder approval.

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