BERGER INVESTMENT PORTFOLIO TRUST, 485APOS, 1995-11-27

BERGER INVESTMENT PORTFOLIO TRUST
485APOS, 1995-11-27

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER
27, 1995

1933 Act File No. 33-69460
1940 Act File No. 811-8046

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. 6 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 8 [X]

(Check appropriate box or boxes)

BERGER INVESTMENT PORTFOLIO 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
----------------------

Rodney L. Linafelter, 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)
[X] 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.

Registrant has registered an indefinite number of shares of capital stock
under the Securities Act of 1933 pursuant to Rule 24f-2(a) and filed its
Rule 24f-2 Notice on November 21, 1995 , for the fiscal year
ended September 30, 1995 .
<PAGE>
BERGER INVESTMENT PORTFOLIO TRUST
SHARES OF BENEFICIAL INTEREST
($.01 Par Value)

Cross-Reference Sheet Pursuant to Rule 481

<TABLE>
<CAPTION>
Item No. and Caption in Form N-1A Number of Section
- -----------------------------------------------------------------------------------------
<S> <C>
A. Prospectus
----------
1. Cover Page Cover Page
2. Synopsis Section 1
3. Condensed Financial Information Section 2
4. General Description of Registrant Sections 3, 4, 5 and 16
5. Management of the Fund Sections 6, 7 and 8
5A. Management's Discussion of Fund Performance Annual Report
6. Capital Stock and Other Securities Sections 15, 16 and 17
7. Purchase of Securities Being Offered Sections 8, 9, 10, 11, 13
and 14
8. Redemption or Repurchase Section 12
9. Pending Legal Proceedings Not Applicable

B. Statement of Additional Information
-----------------------------------
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History Section 14
13. Investment Objectives and Policies Sections 1 and 2
14. Management of the Fund Section 3
15. Control Persons and Principal Holders of Securities Sections 3 and 14
16. Investment Advisory and Other Services Sections 3, 4, 5 and 14
17. Brokerage Allocation and Other Practices Sections 1 and 6
18. Capital Stock and Other Securities Section 14
19. Purchase, Redemption and Pricing of Securities Sections 7, 8, 10, 11 and
Being Offered 12
20. Tax Status Section 9
21. Underwriters Not Applicable
22. Calculations of Performance Data Section 13
23. Financial Statements Financial Statements
</TABLE>

<PAGE>
PROSPECTUS

The One Hundred Fund, Inc., doing business as Berger One
Hundred Fund, Inc. ("Berger 100 Fund"), Berger One Hundred and One
Fund, Inc. , doing business as Berger Growth and Income Fund,
Inc. ("Berger Growth and Income Fund") and Berger Small Company
Growth Fund (together, the "Funds") are "no-load" mutual funds. This
Prospectus describes each of these Funds which have many features in
common but have different investment objectives and different
investment emphases.

BERGER 100 FUND [R]

The investment objective of the Berger 100 Fund is long-term
capital appreciation. The Berger 100 Fund seeks to achieve this
objective by investing primarily in common stocks of
established companies which the Fund's adviser believes offer
favorable growth prospects. Current income is not an investment
objective of the Berger 100 Fund, and any income produced will be a
by-product of the effort to achieve the Fund's objective.

BERGER GROWTH AND INCOME FUND

The primary investment objective of the Berger
Growth and Income Fund is capital appreciation. A secondary
objective is to provide a moderate level of current income. The
Berger Growth and Income Fund seeks to achieve these
objectives by investing primarily in common stocks and other
securities, such as convertible securities or preferred stocks, which
the Fund's adviser believes offer favorable growth prospects and may
also provide current income.

BERGER SMALL COMPANY GROWTH FUND [R]

The investment objective of the Berger Small Company Growth
Fund is capital appreciation. The Berger Small Company Growth Fund
seeks to achieve this objective by investing primarily
in equity securities (including common and preferred stocks,
convertible debt securities and other securities having equity
features) of small growth companies with market capitalization of less
than $1 billion at the time of initial purchase.

This Prospectus sets forth concise information about each of
the Funds that a prospective investor should consider before
investing. Investors are advised to retain this Prospectus for future
reference. Additional information about the Funds has been filed with
the Securities and Exchange Commission. A copy of the Statement of
Additional Information, which is incorporated in its entirety by
reference, is available upon request without charge by writing to the
Funds at P. O. Box 5005, Denver, CO 80217, or by calling
1-800-333-1001.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
SECURITIES IN ANY STATE TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE
SUCH OFFER IN SUCH STATE.

The date of this Prospectus and the Statement of Additional
Information referred to above is JANUARY 26, 1996 .
<PAGE>
Table of Contents

Section Page
- ------- ----

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

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

3. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . 6

4. Investment Objectives and Policies and Risk Factors. . . . . . 6

5. Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . 12

6. Management and Investment Advice . . . . . . . . . . . . . . . 12

7. Expenses of the Funds. . . . . . . . . . . . . . . . . . . . . 14

8. Policies of the Funds to Promote Sales of Fund Shares. . . . . 15

9. How to Purchase Shares in the Funds. . . . . . . . . . . . . . 16

10. How the Net Asset Value Is Determined . . . . . . . . . . . . 18

11. Open Account System and Stock Certificates. . . . . . . . . . 18

12. How to Redeem or Sell Fund Shares . . . . . . . . . . . . . . 18

13. Exchange Privilege and Systematic Withdrawal Plan . . . . . . 21

14. Tax-Sheltered Retirement Plans. . . . . . . . . . . . . . . . 22

15. Income Dividends, Capital Gains Distributions and Tax
Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . 23

16. Additional Information. . . . . . . . . . . . . . . . . . . . 24

17. Performance . . . . . . . . . . . . . . . . . . . . . . . . . 25

<PAGE>
1. FEE TABLES

SHAREHOLDER TRANSACTION EXPENSES (APPLICABLE TO ALL THREE BERGER
FUNDS)

Maximum Sales Load Imposed on Purchases 0%
Maximum Sales Load Imposed on Reinvested Dividends 0%
Deferred Sales Load 0%
Redemption Fees 0%
Exchange Fee 0%

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)

Management Fee 12b-1 Fee Other Total
Expenses* Operating
Expenses

Berger 100 Fund .75% .25% .47% 1.47%

Berger Growth and .75% .25% .62% 1.62%
Income Fund

Berger Small .90% .25% .74% 1.89%
Company Growth Fund

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

EXAMPLES

You would pay the following expenses on a $1,000 investment,
assuming (1) 5% annual return, and (2) redemption at the end of each
time period:

1 Year 3 Years 5 Years 10 Years

Berger 100 Fund $15 $46 $80 $176

Berger Growth and $16 $51 $88 $191
Income Fund

Berger Small $19 $59 $102 $221
Company Growth Fund

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

-1-<PAGE>
CONSIDERED A REPRESENTATION OF PAST OR FUTURE ANNUAL RETURNS, WHICH
MAY BE GREATER OR LESS THAN THE ASSUMED AMOUNT.

As a result of the 12b-1 fees paid by the Funds, over time
long-term shareholders in the Funds may pay more than the economic
equivalent of the maximum front end sales charge permitted for mutual
funds by the National Association of Securities Dealers, Inc. The
management fees are higher than those paid by most other mutual funds.

The purpose of the preceding tables is to assist the
investor in understanding the various costs and expenses that an
investor in any of the Funds will bear directly or indirectly. For
the Berger 100 Fund and the Berger Growth and Income
Fund, the management fees, 12b-1 fees and expense
reimbursement arrangements set forth in the table above came
into effect with shareholder approval on October 14, 1994, and the
expense information in the tables for those Funds has been
restated to reflect what the Funds' expenses would have been had those
fees and arrangements been in effect during the entire
fiscal year ended September 30, 1995. See the Financial
Highlights tables below for actual historical financial
information.

The Funds' investment adviser, Berger Associates, Inc.
("Berger Associates"), has agreed to reimburse each Fund by the
amount, if any, that the Fund's normal operating expenses in any
fiscal year, including the management fee but excluding the 12b-1 fee,
brokerage commissions, interest, taxes and extraordinary expenses,
exceed the most restrictive expense limitation imposed by any
applicable state. The Funds believe that the most restrictive
limitation currently applicable to the Funds is 2-1/2% of the first
$30,000,000 of average daily net assets, plus 2% of the next
$70,000,000, plus 1-1/2% of the balance of the average daily net
assets of the Fund for that fiscal year. The Funds' expenses are
described in greater detail under "Management and Investment Advice",
"Expenses of the Funds", and "Policies of the Funds to Promote Sales
of Fund Shares".

2. CONDENSED FINANCIAL INFORMATION

On the following pages are tables setting forth certain
financial highlights of each Fund. The information provided
for the year ended September 30, 1995, has been audited by Price
Waterhouse LLP, whose report thereon is incorporated by reference
from the Funds' 1995 Annual Reports into the Statement of
Additional Information. The information provided in the
tables for fiscal years ending September 30, 1994, and before was
audited by other independent accountants. The most recent Annual
Reports for the Funds, including additional performance
information, may be obtained upon request and without charge by
calling the Funds at 1-800-333-1001.

-2-<PAGE>
<TABLE>
<CAPTION>
BERGER ONE HUNDRED FUND, INC.

FINANCIAL HIGHLIGHTS

Years Ended September 30,
-----------------------------------------------------------------------------------------------
1995<F2> 1994<F2> 1993<F2> 1992<F2> 1991<F2> 1990 1989 1988 1987 1986
-------- -------- -------- -------- -------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period<F1>. . . . . . . . . . . . . $15.96 $16.54 $11.73 $11.13 $ 6.67 $ 8.93 $ 6.14 $ 8.21 $ 6.72 $ 5.01
------ ------ ------ ------ ------ ------ ----- ------ ------ ------
Income From Investment
Operations:

Net Investment Income or
(Loss)<F1>. . . . . . . . . . . . (.04) (.12) (.14) (.09) (.10) (.02) (.05) (.01) (.03) (.04)

Net Realized and Unrealized
Gains or (Losses) on
Securities<F1>. . . . . . . . . 2.97 (.46) 4.95 .86 5.15 (1.34) 2.92 (.48) 1.91 1.75
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total From Investment Operations<F1> 2.93 (.58) 4.81 .77 5.05 (1.36) 2.87 (.49) 1.88 1.71
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less Distributions:

Dividends (from net investment
income)<F1> . . . . . . . . . . .00 .00 .00 .00 .00 .00 .00 .00 .00 .00

Distributions (from capital
gains)<F1>. . . . . . . . . . . .00 .00 .00 (.17) (.59) (.90) (.08) (1.58) (.39) .00
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total Distributions<F1> . . . . . . .00 .00 .00 (.17) (.59) (.90) (.08) (1.58) (.39) .00
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net Asset Value, End of Period<F1>. $18.89 $15.96 $16.54 $11.73 $11.13 $ 6.67 $ 8.93 $ 6.14 $ 8.21 $ 6.72
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Total Return. . . . . . . . . . . . 18.36%<F3> (3.51)%<F3> 41.01%<F3> 6.97% 83.02% (16.84)% 47.31% (4.78)% 29.36% 34.15%
====== ====== ====== ====== ====== ====== ===== ====== ====== ======

Ratios/Supplemental Data:

Net Assets, End of Period (in
thousands). . . . . . . . . . . $2,205,679 $2,228,743 $1,407,849 $384,089 $76,847 $12,941 $14,008 $10,601 $11,694 $10,552

Ratio of Expenses to Average Net
Assets. . . . . . . . . . . . . . 1.48%<F3><F4> 1.70%<F3> 1.69%<F3> 1.89% 2.24% 2.13% 1.62% 1.72% 1.61% 1.71%

Ratio of Net Income or (Loss) to
Average Net Assets. . . . . . . . (.28)%<F3> (.74)%<F3> (1.00)%<F3> (.75)% (1.06)% (.71)% (.54)% (.57)% (.27)% (.47)%

Portfolio Turnover Rate . . . . . . 114% 64% 74% 51% 78% 145% 83% 166% 106% 122%

<FN>
<F1> Per share amounts for periods 1986 through 1989 have been adjusted to reflect the 3 for 1 split which was
effective December 15, 1989.
<F2> Per share calculations for the period were based on average shares outstanding.
<F3> Ratios are net of a voluntary waiver made under the Fund's former 12b-1 Plan, which reduced 12b-1 payments from
1.0% to .75% during the period February 1, 1993, to October 13, 1994. Effective October 14, 1994, a new 12b-1
Plan was adopted with shareholder approval that reduces payments under the Plan to .25% per year. Had the voluntary
waiver not been made, the Ratio of Expenses to Average Net Assets would have been 1.49% in 1995, 1.95% in 1994
and 1.88% in 1993. Absent the waiver, the Ratio of Net Income or (Loss) to Average Net Assets would have been
(.29)% in 1995, (.99)% in 1994 and (1.19)% in 1993. The Total Return would have remained 18.36% in 1995, and
would have been (3.63)% in 1994 and 40.84% in 1993.
<F4> Ratio reflects total expenses, including fees paid indirectly with brokerage commissions and fees offset by earnings credits,
for 1995 only.
</TABLE>

-3-<PAGE>
<TABLE>
<CAPTION>
BERGER GROWTH AND INCOME FUND, INC.

FINANCIAL HIGHLIGHTS

Years Ended September 30,
--------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value,
Beginning of Period<F1>. . . . . $11.48 $11.27 $ 8.96 $ 9.20 $ 5.88 $ 7.08 $ 6.46 $ 8.61 $ 8.93 $ 7.15
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Income From Investment
Operations:

Net Investment
Income or (Loss)<F1> . . . . . .16 .12 .08 .13 .18 .17 .32 .23 .33 .29

Net Realized and
Unrealized Gains or
(Losses) on
Securities<F1> . . . . . . . . 1.43 .21 2.29 .54 3.25 (1.23) .74 (1.40) 1.15 1.93
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total From Investment
Operations<F1> . . . . . . . . . 1.59 .33 2.37 .67 3.43 (1.06) 1.06 (1.17) 1.48 2.22
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Less Distributions:

Dividends (from net
investment income)<F1> . . . . (.18) (.12) (.06) (.17) (.11) (.14) (.44) (.30) (.30) (.29)

Distributions (from
capital gains)<F1> . . . . . . .00 .00 .00 (.74) .00 .00 .00 (.68) (1.50) (.15)
------ ------ ------ ------ ----- ------ ------ ------ ------ ------
Total Distributions<F1>. . . . . (.18) (.12) (.06) (.91) (.11) (.14) (.44) (.98) (1.80) (.44)
------ ------ ------ ------ ----- ------ ------ ------ ------ ------
Net Asset Value, End of
Period<F1> . . . . . . . . . . $12.89 $11.48 $11.27 $ 8.96 $9.20 $ 5.88 $ 7.08 $ 6.46 $ 8.61 $ 8.93
====== ====== ====== ===== ====== ====== ====== ====== ====== ======
Total Return . . . . . . . . . . 14.05%<F2> 2.91%<F2> 26.48%<F2> 7.96% 58.76% (15.18)% 17.33% (12.72)% 19.89% 31.91%
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
Ratios/Supplemental Data:

Net Assets, End of Period
(in thousands) . . . . . . . . $354,396 $391,570 $112,932 $32,942 $4,081 $4,166 $1,845 $2,161 $2,798 $2,709

Ratio of Expenses to
Average Net Assets. . . . . . 1.63%<F2><F3> 1.81%<F2> 2.10%<F2> 2.56% 2.66% 2.48% 2.00% 2.00% 1.79% 1.96%

Ratio of Net Income or
(Loss) to Average
Net Assets. . . . . . . . . . 1.33%<F2> 1.19%<F2> 1.05%<F2> 1.05% 1.99% 1.74% 5.09% 3.48% 4.04% 3.65%

Portfolio Turnover Rate . . . . 85% 23% 62% 42% 143% 139% 132% 159% 241% 187%

<FN>
<F1> Per share amounts for periods 1986 through 1989 have been adjusted to reflect the 2 for 1 split which was
effective December 15, 1989.
<F2> Ratios are net of a voluntary waiver made under the Fund's former 12b-1 Plan, which reduced 12b-1 payments from 1.0%
to .75% during the period February 1, 1993, to October 13, 1994. Effective October 14, 1994, a new 12b-1 Plan
was adopted with shareholder approval that reduces payments under the Plan to .25% per year. Had the voluntary waiver
not been made, the Ratio of Expenses to Average Net Assets would have been 1.64% in 1995, 2.06% in 1994 and 2.29% in
1993. Absent the waiver, the Ratio of Net Income or (Loss) to Average Net Assets would have been 1.32% in 1995, .94%
in 1994 and .86% in 1993. The Total Return would have remained 14.05% in 1995, and would have been 2.73% in 1994 and
26.34% in 1993.
<F3> Ratio reflects total expenses, including fees offset by earnings credits, for 1995 only.
</TABLE>

-4-<PAGE>
<TABLE>
<CAPTION>
BERGER SMALL COMPANY GROWTH FUND

FINANCIAL HIGHLIGHTS

Years Ended September 30,
-------------------------
1995 1994<F1>
------ --------
<S> <C> <C>
Net Asset Value, Beginning of Period . . . . . . . . . . . . $2.74 $2.50
----- -----
Income From Investment Operations:
Net Investment Income or (Loss). . . . . . . . . . . . . . (.02) .00

Net Realized and Unrealized Gains or (Losses) on
Securities . . . . . . . . . . . . . . . . . . . . . . . .89 .24
----- -----
Total From Investment Operations . . . . . . . . . . . . . . .87 .24
----- -----
Less Distributions:

Dividends (from net investment income) . . . . . . . . . . .00<F2> .00

Distributions (from capital gains) . . . . . . . . . . . . .00 .00
----- -----
Total Distributions. . . . . . . . . . . . . . . . . . . . . .00 .00
----- -----
Net Asset Value, End of Period . . . . . . . . . . . . . . . $3.61 $2.74
===== =====
Total Return . . . . . . . . . . . . . . . . . . . . . . . . 31.90% 9.60%
====== =====
Ratios/Supplemental Data:

Net Assets, End of Period (in thousands) . . . . . . . . . . $522,667 $211,852

Ratio of Expenses to Average Net Assets. . . . . . . . . . . 1.89%<F3> 2.05%<F4>

Ratio of Net Income or (Loss) to Average Net Assets. . . . . (.74)% .32%<F4>

Portfolio Turnover Rate. . . . . . . . . . . . . . . . . . . 109% 108%

<FN>
<F1> Covers period from December 30, 1993 (date operations commenced) through September 30, 1994.
<F2> Dividend from net investment income less than $.01 per share.
<F3> Ratio reflects total expenses, including fees offset by earnings credits, for 1995 only.
<F4> Annualized.
</TABLE>

-5-<PAGE>
3. INTRODUCTION

The Berger 100 Fund, the Berger Growth and
Income Fund and the Berger Small Company Growth Fund are all
mutual funds or, to use the technical name, open-end, diversified,
management investment companies. The Funds are "no-load" funds,
meaning that a buyer pays no commissions or sales load when buying
shares of the Funds, although each Fund pays certain costs of
distributing its shares. See "Policies of the Funds to Promote Sales
of Fund Shares".

This Prospectus describes the securities offered by each of
the Funds. The Berger 100 Fund and the Berger Growth and
Income Fund are separate corporations, and the Berger Small
Company Growth Fund is a series of the Berger Investment Portfolio
Trust, a separately organized Delaware business trust. Each of the
Funds is offering only its own shares. Because the Funds have the
same investment adviser, officers and directors or trustees and have
similar investment restrictions and investment privileges, the Funds
believe you will find this combined Prospectus useful and informative
in understanding the important features of the Funds and their
similarities and differences. Although each Fund is offering only its
own shares and is not participating in the sale of the shares of the
other Funds, it is possible that a Fund might become liable for any
misstatement, inaccuracy or incomplete disclosure in the Prospectus
concerning the other Funds.

4. INVESTMENT OBJECTIVES AND POLICIES AND RISK FACTORS

The Berger 100 Fund, the Berger Growth and
Income Fund and the Berger Small Company Growth Fund are separate
Funds, each with its own portfolio of securities selected to achieve
its particular investment objective. Since the shares of the Funds
primarily represent an investment in common stocks, investors should
understand that the net asset value of each Fund will reflect changes
in the market value of the securities held in that Fund's portfolio,
and the value of a Fund share will therefore go up and down.

BERGER 100 FUND [R] . The investment objective
of the Berger 100 Fund is long-term capital appreciation. Current
income is not an investment objective of the Berger 100 Fund, and any
income produced will be a by-product of the effort to achieve the
Fund's objective.

In selecting its portfolio securities, the Berger 100 Fund
places primary emphasis on established companies which it believes to
have favorable growth prospects. Common stocks usually constitute all
or most of the Fund's investment portfolio, but the Fund remains free
to invest in securities other than common stocks, and may do so when
deemed appropriate by the investment adviser to achieve the objective
of the Fund. The Fund may, from time to time, take substantial
positions in securities convertible into common stocks, and it may
also purchase government securities, preferred stocks and other senior
securities if its adviser believes these are likely to be the best
suited at that time to achieve the Fund's objective. The Fund's
policy of investing in securities believed to have a potential for
capital growth means that a Fund share may be subject to greater
fluctuations in value than if the Fund invested in other securities.

-6-<PAGE>
BERGER GROWTH AND INCOME FUND. The primary
investment objective of the Berger Growth and Income
Fund is capital appreciation. A secondary objective is to provide a
moderate level of current income. However, neither capital
appreciation nor a fixed or moderate rate of current income can be
assured, and in periods of low interest rates and yields on
securities, the income available for distribution to the Fund
shareholders will likely be substantially reduced or eliminated.

In selecting its portfolio securities, the
Berger Growth and Income Fund places primary emphasis on
securities which it believes offer favorable growth prospects and may
also provide current income. Common stocks of companies with mid-
sized to large market capitalizations usually constitute the
majority of the Fund's investment portfolio . Market
capitalization is defined as total current market value of a company's
outstanding common stock. The Fund also invests in senior
securities such as convertible securities, preferred stocks,
government securities and corporate bonds, as seems appropriate from
time to time. Attention is given to the anticipated reliability of
income as well as to its indicated current level.

BERGER SMALL COMPANY GROWTH FUND [R] . The investment
objective of the Berger Small Company Growth Fund is capital
appreciation. The Fund seeks to achieve its investment objective by
investing its assets principally in a diversified group of equity
securities of small growth companies with market capitalization of
less than $1 billion at the time of initial purchase. Market
capitalization is defined as total current market value of a company's
outstanding common stock. Under normal circumstances, the Berger
Small Company Growth Fund will invest at least 65% of its assets in
equity securities of such companies, consisting of common and
preferred stock and other securities having equity features such as
convertible bonds, warrants and rights (subject to certain
restrictions). The balance of the Fund may be invested in equity
securities of companies with market capitalization in excess of $1
billion, government securities, short-term investments or other
securities as described on the following pages. Because income
is not an objective of the Berger Small Company Growth Fund, any
income produced will be a by-product of the effort to achieve the
Fund's objective of capital appreciation.

In selecting its portfolio securities, the Berger Small
Company Growth Fund places primary emphasis on companies which it
believes have favorable growth prospects. The Fund seeks to identify
small growth companies that either occupy a dominant position in an
emerging industry or a growing market share in larger fragmented
industries. While these companies may present above average risk,
management believes they may have the potential to achieve long-term
earnings growth rates substantially in excess of the growth of
earnings of other companies.

Investments in small growth companies may involve greater
risks and volatility than more traditional equity investments due to
some of these companies potentially having limited product lines,
reduced market liquidity for the trading of their shares and less
depth in management than more established companies. For this reason,
the Berger Small Company Growth Fund is not intended as a complete
investment vehicle but rather as an investment for persons who are in
a financial position to assume above average risk and share price
volatility over time. Realizing the full potential of small growth
companies frequently takes time. As a

-7-<PAGE>
result, the Berger Small Company Growth Fund should be considered as a
long-term investment vehicle.

In general, investment decisions for the Funds are based on
an approach which seeks out successful companies because they are
believed to be more apt to become profitable investments. To evaluate
a prospective investment, the investment adviser analyzes information
from various sources, including industry economic trends, earnings
expectations and fundamental securities valuation factors to identify
companies which in management's opinion are more likely to have
predictable, above average earnings growth, regardless of the
company's size and geographic location. The adviser also takes into
account a company's management and its innovations in products and
services in evaluating its prospects for continued or future earnings
growth.

The investment objective of the Berger 100 Fund, the primary
investment objective of the Berger Growth and Income
Fund and the investment objective of the Berger Small Company Growth
Fund are considered fundamental, meaning that they cannot be changed
without a shareholders' vote. The secondary investment objective of
the Berger Growth and Income Fund is not considered
fundamental, and therefore may be changed in the future by action of
the directors without shareholder vote. However, the Berger
Growth and Income Fund will not change its secondary investment
objective without giving its shareholders such notice as may be
required by law. If the Berger Growth and Income Fund
changes its secondary investment objective, shareholders should
consider whether the Fund remains an appropriate investment in light
of their then current financial position and needs. There can be no
assurance that any of the Funds' investment objectives will be
realized.

Any of the Funds may increase their investment in government
securities and other short-term interest-bearing securities without
limit when the adviser believes market conditions warrant a temporary
defensive position, during which period it may be more difficult for a
Fund to achieve its investment objective. Following is additional
information about some of the other specific types of securities in
which the Funds may invest.

FOREIGN SECURITIES. Each Fund may invest in both domestic
and foreign securities. Investments in foreign securities involve
some risks that are different from the risks of investing in
securities of U.S. issuers, such as the risk of fluctuations in the
value of the currencies in which they are denominated, the risk of
adverse political and economic developments and, with respect to
certain countries, the possibility of expropriation, confiscatory
taxation or limitations on the removal of funds or other assets of the
Funds. Securities of some foreign companies, particularly those of
developing countries, are less liquid and more volatile than
securities of comparable domestic companies. A developing country
generally is considered to be in the initial stages of its
industrialization cycle. Investing in the securities of developing
countries may involve exposure to economic structures that are less
diverse and mature, and to political systems that can be expected to
have less stability than developed countries. There also may be less
publicly available information about foreign issuers than domestic
issuers, and foreign issuers generally are not subject to the uniform
accounting, auditing and financial reporting standards and practices
applicable to domestic issuers. Delays may be encountered in settling
certain foreign securities transactions and the Funds will incur costs
in converting foreign
-8-<PAGE>
currencies into U.S. dollars. The Funds will consider the political
and economic conditions in a country, the prospect for changes in the
value of its currency and the liquidity of an investment in that
country's securities markets in selecting investments in foreign
securities.

CONVERTIBLE SECURITIES. Each Fund may purchase securities
which are convertible into common stock when management of the Funds
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 Funds 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 Funds or a decline in the
market value of the securities. Convertible securities often display
a degree of market price volatility that is comparable to common
stocks. The credit risk associated with convertible securities
generally is reflected by their being rated below investment grade by
organizations such as Moody's Investors Service, Inc. and Standard &
Poor's Corporation. The Funds have 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, under normal circumstances, none of the Funds
will invest in any security in default at the time of purchase or in
any nonconvertible debt securities rated below investment grade, and
each 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. For a further discussion of debt security ratings,
see Appendix A to the Statement of Additional Information.

ZEROS/STRIPS. The Berger 100 Fund and the Berger
Growth and Income Fund may each invest in zero coupon bonds or
in "strips". Zero coupon bonds do not make regular interest
payments; rather, they are sold at a discount from face value.
Principal and accreted discount (representing interest accrued but not
paid) are paid at maturity. "Strips" are debt securities that are
stripped of their interest coupon after the securities are
issued, but otherwise are comparable to zero coupon bonds. The market
values of "strips" and zero coupon bonds generally fluctuate in
response to changes in interest rates to a greater degree than do
interest-paying securities of comparable term and quality. None of
the Funds will invest in mortgage-backed or other asset-backed
securities.

REPURCHASE AGREEMENTS. Each Fund is authorized to invest in
repurchase agreements. A repurchase agreement is a means of investing
cash for a short period. In a repurchase agreement, a seller
(typically a U.S. commercial bank or recognized U.S. securities
dealer) sells securities to the Fund and agrees to repurchase the
securities at the Fund's cost plus interest within a specified period
(normally one day). In these transactions, the securities purchased
by the Fund will have a total value equal to, or in excess of, the
value of the repurchase agreement, and will be held by the Fund's
custodian bank until repurchased. 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 some credit risk to the Fund if
the other party defaults on its obligation and the Fund is delayed or
prevented from liquidating the collateral. Repurchase agreements
maturing in more than seven days will be considered illiquid for
purposes of the restriction on each Fund's investment in illiquid and
restricted securities.

-9-<PAGE>
LENDING PORTFOLIO SECURITIES. The Berger Small Company
Growth Fund may lend its portfolio securities to qualified
institutional investors such as brokers, dealers or other financial
organizations. This practice permits the Fund to earn income, which,
in turn, can be invested in additional securities to pursue the Fund's
investment objective. Loans of securities by the Fund will be
collateralized by cash, letters of credit, or securities issued or
guaranteed by the U.S. Government or its agencies. The collateral
will equal at least 100% of the current market value of the loaned
securities, marked-to-market on a daily basis. The Fund bears a risk
of loss in the event that the other party to a securities lending
transaction defaults on its obligations and the Fund is delayed in or
prevented from exercising its rights to dispose of the collateral,
including the risk of a possible decline in the value of the
collateral securities during the period in which the Fund seeks to
assert these rights, the risk of incurring expenses associated with
asserting these rights and the risk of losing all or a part of the
income from the transaction. The Fund will not lend any security if,
as a result of such loan, the aggregate value of securities then on
loan would exceed 33-1/3% of the market value of the Fund's total
assets.

FINANCIAL FUTURES, FORWARDS AND OPTIONS. Each Fund is
authorized to make limited investments in certain types of futures,
forwards and options, but only for the purpose of hedging, that is,
protecting against the risk of market movements that may adversely
affect the value of a Fund's securities or the price of securities
that a Fund is considering purchasing. Although a hedging transaction
may, for example, partially protect a Fund from a decline in the value
of a particular security or its portfolio generally, the cost of the
transaction will reduce the potential return on the security or the
portfolio. Following is a summary of the futures, forwards and
options in which the Funds may invest, provided that no more than 5%
of a Fund's net assets at the time of purchase may be invested in
initial margins for financial futures transactions and premiums for
options.

Financial futures and forwards are contracts on financial
instruments (such as securities, securities indices and foreign
currencies) that obligate the holder to take or make future delivery
of a specified quantity of the underlying financial instrument.
Futures are generally exchange traded and settled with cash, while
forwards are privately negotiated and contemplate actual delivery of
the underlying financial instrument (usually a foreign currency). An
option gives the holder the right, but not the obligation, to purchase
or sell something (such as a security) at a specified price at any
time until the expiration date. An option on a securities index is
similar, except that upon exercise, settlement is made in cash rather
than in specific securities. Each Fund may only write call options
(that is, issue options that obligate the Fund to deliver if the
option is exercised by the holder) that are "covered" and only up to
25% of a Fund's total assets. A call option is considered "covered"
if a Fund already owns the security on which the option is written or,
in the case of an option written on a securities index, if a Fund owns
a portfolio of securities believed likely to substantially replicate
movement of the index.

Investments in futures and forwards by a Fund involve the
potential for a loss that may exceed the amount of initial margin the
Fund would be permitted to invest in the contracts under its
investment limitations, or in the case of a call option written by a
Fund, may exceed the premium received for the option. However, each
Fund will be permitted to make such investments for hedging purposes
only, and only if the aggregate amount of its obligations under

-10-<PAGE>
these investments does not exceed the total market value of the assets
the Fund is attempting to hedge, such as a portion or all of its
exposure to equity securities or its holding in a specific foreign
currency. To ensure that each Fund will be able to meet its
obligations under its futures and forward contracts and its
obligations under options written by that Fund, each Fund will be
required to place high-grade liquid assets in a segregated account
with its custodian bank or to set aside portfolio securities to
"cover" its position in these investments. Assets segregated or set
aside generally may not be disposed of so long as the Fund maintains
the positions requiring segregation or cover, which could diminish the
Fund's return due to the opportunity losses of foregoing other
potential investments with such assets.

The principal risks of the Funds investing in futures
transactions, forward contracts and options are: (a) losses resulting
from market movements not anticipated by the Funds; (b) possible
imperfect correlation between movements in the prices of futures,
forwards and options and movements in the prices of the securities or
currencies hedged or used to cover such positions; (c) lack of
assurance that a liquid secondary market will exist for any particular
futures, forwards or options at any particular time, and possible
exchange-imposed price fluctuation limits, either of which may make it
difficult or impossible to close a position when so desired; (d) the
need for additional information and skills beyond those required for
the management of a portfolio of traditional securities; and
(e) possible need to defer closing out certain futures or options
contracts in order to continue to qualify for beneficial tax treatment
afforded "regulated investment companies" under the Internal Revenue
Code of 1986, as amended. In addition, when a Fund enters into an
over-the-counter contract with a counterparty, the Fund will assume
counterparty credit risk, that is, the risk that the counterparty will
fail to perform its obligations, in which case the Fund could be worse
off than if the contract had not been entered into. Additional detail
concerning the Funds' investment in futures, forwards and options and
the risks of such investments can be found in the Statement of
Additional Information.

ILLIQUID SECURITIES. Each Fund is authorized to invest in
securities which are illiquid because they are subject to restrictions
on their resale ("restricted securities") or because, based upon their
nature or the market for such securities, they are not readily
marketable. However, none of the Funds may purchase any security, the
purchase of which would cause the Fund to invest more than 15% of its
net assets, measured at the time of purchase, in illiquid securities.
Repurchase agreements maturing in more than seven days will be
considered as illiquid for purposes of this restriction. Certain
restricted securities, such as Rule 144A securities, may be treated as
liquid under this restriction if a determination is made that such
securities are readily marketable. Investments in illiquid securities
involve certain risks to the extent that a 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. In
addition, in order to resell a restricted security, a Fund might have
to incur the potentially substantial expense and delay associated with
effecting registration.

INVESTMENT RESTRICTIONS

In addition to its investment objective, each Fund has
adopted a number of restrictions on its investments and other
activities that may not be changed without shareholder

-11-<PAGE>
approval. For example, neither the Berger 100 Fund nor the
Berger Growth and Income Fund may purchase securities of
any issuer (except U.S. Government securities) if, immediately after
and as a result of such purchase, the value of such Fund's holdings in
the securities of that issuer exceeds 5% of the value of its total
assets or it owns more than 10% of the outstanding voting securities
or of any class of securities of such issuer. The Berger Small
Company Growth Fund is similarly restricted with respect to 75% of its
total assets.

Further, neither the Berger 100 Fund nor the Berger
Growth and Income Fund may borrow in excess of 5% of its assets
or pledge assets taken at market value to an extent greater than 10%
of its total assets taken at cost (and no borrowing may be undertaken
except from banks as a temporary measure for extraordinary or
emergency purposes), subject to certain exclusions, and neither may
make loans (except that each Fund may enter into repurchase agreements
in accordance with the Fund's investment policies). The Berger Small
Company Growth Fund may not borrow money, except borrowing undertaken
from banks for temporary or emergency purposes in amounts not to
exceed 25% of the market value of its assets (including the amount
borrowed) and may not make loans (except that the Fund may enter into
repurchase agreements and may lend portfolio securities in accordance
with the Fund's investment policies). None of the Funds may invest in
any one industry more than 25% of the value of its assets at the time
of investment, nor invest in commodities, except, only for the purpose
of hedging, in certain futures, forwards and options as specified in
greater detail above and in the Statement of Additional Information.

Also, none of the Funds currently intends to make short
sales of securities, except short sales of securities which the Fund
owns or has the right to acquire at no additional cost (i.e., short
sales "against the box"), and 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 assets are invested in such securities, although
these restrictions may be changed without shareholder approval. For
more detail about the Funds' investment restrictions, see the
Statement of Additional Information.

5. PORTFOLIO TURNOVER

In pursuit of each Fund's investment objective, management
continuously reviews its investments and makes portfolio changes
whenever changes in the market, industry trends or the outlook for the
growth of any portfolio security indicate to management that the
objective could be better achieved by investment in another security,
regardless of portfolio turnover. The annual portfolio
turnover rates of the Funds may at times exceed 100%. An annual
turnover rate of 100% or more would be higher than that of most other
funds. Increased portfolio turnover would necessarily result in
correspondingly higher brokerage costs for the Funds and may result in
the acceleration of net taxable gains. The portfolio turnover rates
are shown in the tables in Section 2 beginning on
page 2.

6. MANAGEMENT AND INVESTMENT ADVICE

The directors or trustees of each Fund are responsible for
major decisions relating to that Fund's policies and objectives. They
also oversee the operation of each Fund by its officers and review the
investment performance of the Funds on a regular basis.

-12-<PAGE>
The investment adviser to each of the Funds is Berger
Associates, 210 University Boulevard, Suite 900, Denver, CO 80206.
Berger Associates furnishes continuous advice and recommendations to
each Fund regarding securities to be purchased and sold by the Fund.
Berger Associates, therefore, formulates a continuing program for
management of the assets of each Fund consistent with the investment
objectives and policies established by the directors or trustees of
each Fund. Berger Associates also provides office space for each Fund
and pays the salaries, fees and expenses of all Fund officers and
directors or trustees of the Funds who are interested persons of
Berger Associates. Berger Associates serves as investment adviser to
mutual funds, pension and profit-sharing plans, and institutional and
private investors.

Rodney L. Linafelter, Vice President and Chief Investment
Officer of Berger Associates, is the portfolio manager for the Berger
100 Fund and the Berger Growth and Income Fund and as
such is responsible for the investments of both
of these Funds, including the day-to-day investment
decisions for the Funds. Mr. Linafelter is also the President and a
director of the Berger 100 Fund and the Berger Growth and
Income Fund and President and a trustee of Berger Investment
Portfolio Trust, of which the Berger Small Company Growth Fund is a
series. As Chief Investment Officer of Berger Associates, Mr.
Linafelter has management responsibilities with respect to all
investment activities of the Funds.

Mr. Linafelter joined Berger Associates in January 1990,
where he has served as a portfolio manager for the Berger 100 Fund and
the Berger Growth and Income Fund, as well as for
retirement plans and institutional and private investors. From April
1986 to December 1989, Mr. Linafelter was employed as a Financial
Consultant (registered representative) with Merrill Lynch, Pierce,
Fenner & Smith, Inc., providing investment advice to institutions and
individuals.

William R. Keithler is the President and
portfolio manager of the Berger Small Company Growth Fund
and is primarily responsible for the investments of the
Fund, including the day-to-day investment decisions for the
Fund. Mr. Keithler joined Berger Associates as
Vice President -Investment Management in December 1993.
Previously, he was employed by INVESCO Trust Company, Denver,
Colorado, as Senior Vice President (January 1993 to December 1993),
Vice President (January 1991 to January 1993) and Portfolio Manager
(January 1988 to January 1991). During his seven years with INVESCO,
Mr. Keithler was portfolio manager of several mutual funds, most
recently INVESCO Dynamics Fund and INVESCO Emerging Growth Fund. From
1982 to 1986, Mr. Keithler was Vice President and portfolio manager
with First Trust St. Paul, in St. Paul, Minnesota.

William M.B. Berger is a director (Chairman of the Board) of
Berger Associates, and a director of the Berger 100 Fund and the
Berger Growth and Income Fund and a trustee of the
Berger Investment Portfolio Trust. Although he is no longer involved
in making investment decisions for the Funds, he was founder of Berger
Associates and its President from 1973 until 1994, and he was a
principal shareholder and executive officer of predecessor investment
advisory firms which served as investment advisors to mutual funds and
other investors from 1960. From 1950 to 1960, he was an investment
officer in the trust department of The Colorado National Bank of
Denver in charge of common stock investments.

-13-<PAGE>
Under their Investment Advisory Agreements, the Berger 100
Fund and the Berger Growth and Income Fund each have
agreed to compensate Berger Associates for its investment advisory
services to the Fund by the payment of a fee at the annual rate of .75
of 1% (0.75%) of the average daily net assets of the Fund.
Under the Investment Advisory Agreement for the Berger Small Company
Growth Fund, Berger Associates is compensated for its investment
advisory services to that Fund by the payment of a fee at the annual
rate of .9 of 1% (0.90%) of the average daily net assets of
the Fund.

Kansas City Southern Industries, Inc. ("KCSI") owns
approximately 80% of the outstanding shares of Berger Associates.
KCSI is a publicly traded holding company whose primary subsidiaries
are engaged in transportation services and financial
asset management. KCSI also owns approximately 41% of the
outstanding shares of DST Systems, Inc. ("DST"), a
publicly traded information and transaction processing company which
acts as the Funds' sub-transfer agent.

7. EXPENSES OF THE FUNDS

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

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

The Funds and Berger Associates have entered into
arrangements with certain organizations (broker-dealers, recordkeepers
and administrators) to provide subtransfer agency, recordkeeping,
shareholder communications, subaccounting and/or other services to
investors purchasing shares of the Funds through investment programs
or pension plans established or serviced by those organizations. The
Funds and/or Berger Associates may pay fees to these organizations for
their services. Any such fees paid by a Fund will be for services
that otherwise would be provided or paid for by the Fund if all the
investors who own Fund shares through the organization were registered
record holders of shares in the Fund.

-14-<PAGE>
certain operating expenses that the Fund would otherwise be obligated
to pay. No portion of the commissions is retained by DSTS.

In addition, under a separate Administrative Services
Agreement with each Fund, Berger Associates performs certain
administrative and recordkeeping services not otherwise performed by
IFTC, including the preparation of financial statements and reports to
be filed with regulatory authorities. Each Fund pays Berger
Associates a fee at the annual rate of one one-hundredth of one
percent (0.01%) of its average daily net assets for such services.

The Funds also incur other expenses, including accounting,
administrative and legal expenses. Berger Associates has agreed to
reimburse each Fund the amount, if any, that the Fund's normal
operating expenses in any fiscal year, including the management fee,
but excluding the 12b-1 fee, brokerage commissions, interest, taxes
and extraordinary expenses, exceed the most restrictive expense
limitation imposed by any applicable state. The Funds believe that
the most restrictive limitation applicable to each Fund is 2-1/2% of
the first $30,000,000 of average daily net assets, plus 2% of the next
$70,000,000, plus 1-1/2% of the balance of the average daily net
assets of that Fund for that fiscal year.

8. POLICIES OF THE FUNDS TO PROMOTE SALES OF FUND SHARES

Each Fund has adopted a 12b-1 plan (the "Plan") pursuant to
Rule 12b-1 under the Investment Company Act of 1940, which permits
that Fund to pay certain costs for the distribution of its own shares.
Each Plan provides for the payment to Berger Associates of a 12b-1 fee
of .25 of 1% (0.25%) per annum of that Fund's average daily net assets
to finance activities primarily intended to result in the sale of Fund
shares. The expenses paid by Berger Associates may include, but are
not limited to, payments made to and expenses of persons (including
employees of Berger Associates) who are engaged in, or provide support
services in connection with, the distribution of Fund 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 a Fund) paid to securities dealers,
financial institutions and other organizations which render
distribution and administrative services in connection with the
distribution of the Funds' shares; 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 the Funds;
costs involved in preparing, printing and distributing sales
literature for the Funds; costs involved in obtaining whatever
information, analyses and reports with respect to market and
promotional activities on behalf of the Funds that Berger Associates
deems advisable; and such other costs as may from time to time be
agreed upon by the Funds. Such payments are to be made by each Fund
to Berger Associates with respect to each fiscal year of the Fund
without regard to the actual distribution expenses incurred by Berger
Associates in such year; that is, if the distribution expenditures
incurred by Berger Associates are less than the total of such payments
in such year, the difference is not to be reimbursed to a Fund by
Berger Associates, and if the distribution expenditures incurred by
Berger Associates are more than the total of such payments, the excess
is not to be reimbursed to Berger Associates by the Fund. From time
to time the Funds may engage in activities which jointly promote the
sale of the

-15-<PAGE>
shares of all Funds and other funds that may in the future be advised
by Berger Associates, which costs are not readily identifiable as
related to any one fund. In such cases, Berger Associates allocates
the cost of the activity among the funds involved on the basis of
their respective net assets.

The current 12b-1 Plans will continue in effect until the
end of April 1996, and from year to year thereafter if approved at
least annually by each Fund's directors or trustees and those
directors or 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. None of the Plans may be amended to increase
materially the amount to be spent on distribution of shares of the
Fund without shareholder approval.

The directors or trustees of each Fund have authorized
Berger Associates to consider sales of shares of the Fund by a broker-
dealer or the recommendations of a broker-dealer to its customers that
they purchase Fund shares as a factor in the selection of broker-
dealers to execute portfolio transactions for the Fund. In placing
portfolio business with such broker-dealers, Berger Associates will
seek the best execution of each transaction, and all such brokerage
placement must be consistent with the Rules of Fair Practice of the
NASD.

9. HOW TO PURCHASE SHARES IN THE FUNDS

(i) Minimum Initial Investment -- $500.00.
To purchase
-------------------------------------
shares in any of the Funds, simply complete the application form
enclosed with this Prospectus. Then mail it with a check payable to
"Berger Funds" to the Funds in care of DST Systems, Inc., the Funds'
sub-transfer agent, as follows:

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

The price at which the purchase will be effected is based on the next
calculation of net asset value after the order is received by DST
Systems, Inc. A confirmation indicating the details of the
transaction will be sent to you promptly. Unless you specify full
shares only, the purchase will be made in full and fractional shares
calculated to three decimal places.

Alternatively, investors may establish an
Automatic Investment Plan (see (iii) below), in which case the $500
minimum initial investment will be waived, subject to initial and
subsequent monthly investment minimums of $50.

-16-<PAGE>
shareholders who invest in the Funds directly. Fees charged by these
organizations will have the effect of reducing a shareholder's
total return on an investment in Fund shares. No such charge will be
paid by an investor who purchases the Fund shares directly from the
Fund as described above.

The Funds will, at their discretion, accept orders
transmitted by broker-dealers although not accompanied by payment for
the shares being purchased. Payment must be received from the broker-
dealer within three business days after acceptance of
the order.

(ii) Minimum Subsequent Investments --
$50.00.
-----------------------------------------
Shareholders may, at any time, purchase additional shares subject to a
minimum investment of $50.00. A check made payable to "Berger Funds"
in the amount to be invested, should be sent to Berger Funds, c/o DST
Systems, Inc., P.O. Box 419958, Kansas City, MO 64141. Please be
sure to give your name and account number. You will receive a
confirmation of every transaction.

(iii) Automatic Investment Plan. By completing the
-------------------------
Automatic Investment Plan section of the application, you may
authorize each Fund in which you are investing to debit your bank
account for the periodic purchase of Fund shares on or about the
5th or 20th day of each month. Automatic investments are subject to
the minimum investment of $50.00 per month and are unrestricted as to
the permitted maximum. You will receive confirmation of automatic
investments after the end of each calendar quarter.

(iv) Investment by Telephone. The Funds will, at their
-----------------------
discretion, accept purchase orders from existing shareholders by
telephone, although not accompanied by payment for the shares being
purchased. To receive the net asset value for a specific day, a
telephone purchase request must be received before the close of the
New York Stock Exchange on that day. Payment for shares ordered in
this way must be received by the Funds' transfer agent within
three business days after acceptance of the order. In order to
make sure that payment is received on time, shareholders are
encouraged to remit payment by wire or electronic funds
transfer, or by overnight delivery. If payment is not
received on time, a Fund may cancel the order and redeem shares held
in the shareholder's account to compensate the Fund for any decline in
the value of the purchased shares. Telephone purchase orders
may not exceed four times the value of an account on the date
the order is placed (shares previously purchased by telephone
are included in computing such value only if payment has been
received). See "How to Redeem or Sell Fund Shares - Redemptions by
Telephone" for procedures for telephone transactions.

(v) Payment and Terms of Offering. Payment for shares
-----------------------------
purchased should be made by check or money order drawn on a United
States bank and made payable to the Berger Funds. Checks
not made payable to the Berger Funds, the account registrant, transfer
agent or retirement account custodian will not be accepted.
Alternatively, payment for shares purchased may be made
by wire or electronic funds transfer from the investor's bank to
DST Systems, Inc. after ordering shares by telephone. Please call
1-800-551-5849 for current wire or electronic funds
transfer instructions. The Funds will not accept purchases by
cash or credit card or checks drawn on foreign banks unless
provision is made for payment through a U.S. bank in U.S. dollars.

-17-<PAGE>
The Funds reserve the right in their sole discretion to
withdraw all or any part of the offering made by this Prospectus or to
reject purchase orders, when in the judgment of management, such
withdrawal or rejection is in the best interest of a Fund. The Funds
also reserve the right at any time to waive the minimum investment
requirements applicable to initial or subsequent investments or to
increase the minimums following notice. No application to purchase
shares is binding on a Fund until accepted in writing.

10. HOW THE NET ASSET VALUE IS DETERMINED

The price of each Fund's shares is based on the net asset
value of that Fund, which is determined at the close of the regular
trading session of the New York Stock Exchange (normally 4:00 p.m.,
New York time) each day that the Exchange is open.

The per share net asset value of each Fund is determined by
dividing the total value of its securities and other assets, less
liabilities, by the total number of shares outstanding. In
determining net asset value, securities are valued at market value or,
if market quotations are not readily available, at their fair value
determined in good faith pursuant to consistently applied procedures
established by the directors or trustees. Money market instruments
maturing within 60 days are valued at amortized cost, which
approximates market value.

Since none of the Funds imposes any front end sales load or
redemption fee, both the purchase price and the redemption price of a
Fund share are the same and will be equal to the next calculated net
asset value of a share of that Fund.

11. OPEN ACCOUNT SYSTEM AND STOCK CERTIFICATES

Unless otherwise directed, all investor accounts are
maintained on a book-entry basis. Stock certificates will not be
issued unless requested by the shareholder. Shares purchased by
dividend reinvestment or under an Automatic Investment Plan, and
shares redeemed under a Systematic Withdrawal Plan, will be confirmed
after the end of each calendar quarter. Following any other
investment or redemption, the investor will receive a printed
confirmation indicating the dollar amount of the transaction, the per
share price of the transaction and the number of shares purchased or
redeemed.

12. HOW TO REDEEM OR SELL FUND SHARES

(i) Share Redemptions by Mail. Each Fund will buy back
-------------------------
(redeem), at current net asset value, all shares of the Fund offered
for redemption. The redemption price of shares tendered for
redemption will be the net asset value next determined after receipt
by the Fund's transfer agent of all required documents. Shareholders
may redeem all or part of their shares in the Funds by sending a
written request to the Berger Funds, c/o DST Systems, Inc., P.O. Box
419958, Kansas City, MO 64141. The written request for redemption
must be signed by each registered owner exactly as the shares are
registered and must clearly identify the account and the number of
shares or the dollar amount to be redeemed. If a stock certificate
has been issued, the certificate, properly endorsed by the registered
owner, must be submitted with the written redemption request.

-18-<PAGE>
The signatures of the redeeming shareholders must be
guaranteed by a national or state bank, a member firm of a domestic
stock exchange or the NASD, a credit union, a federal savings and loan
association or another eligible guarantor institution if the
redemption: exceeds $100,000 ; is being made payable
other than exactly as registered; is being mailed to an address which
has been changed within 30 days of the redemption request; or is being
mailed to an address other than the one on record. A notary public
is not an acceptable guarantor. The Funds also reserve the right
to require a signature guarantee under other circumstances. The
signature guarantees must appear, together with the signatures of the
registered owners (i) on the written request for redemption which
clearly identifies the account and the number of shares to be
redeemed, (ii) on a separate instrument of assignment ("stock power")
which may be obtained from a bank or broker, or (iii) on any stock
certificates tendered for redemption. The use of signature guarantees
is intended to protect the shareholder and the Funds from a possibly
fraudulent application for redemption.

Additional documents are required for redemptions by
corporations, executors, administrators, trustees and guardians. If
there is doubt as to what additional documents are required, please
write the Berger Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas
City, MO 64141, or call DST at 1-800-551-5849.

(ii) Redemptions by Telephone. All shareholders
------------------------
have Telephone Transaction Privileges to authorize purchases,
exchanges or redemptions unless they specifically decline this service
on the account application or by writing to the Berger Funds, c/o DST
Systems, Inc., P.O. Box 419958, Kansas City, MO 64141. The telephone
redemption option is not available for shares held in retirement
accounts sponsored by the Funds. Redemption requests may be
made by telephoning DST Systems, Inc., at 1-800-551-5849. To
receive the net asset value for a specific day, a telephone redemption
request must be received before the close of the New York Stock
Exchange on that day. As discussed above, the signature of a
redeeming shareholder must be signature guaranteed, and therefore
shares may not be redeemed by telephone, if the redemption: exceeds
$100,000; is being made payable other than exactly as registered; is
being mailed to an address which has been changed within 30 days of
the redemption request; is being mailed to an address other than the
one on record; or the shares are represented by stock certificates
issued to the shareholder.

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

-19-<PAGE>
In times of extreme economic or market conditions, redeeming
shares by telephone may be difficult. The Funds may terminate or
modify the procedures concerning the telephone redemption and wire
transfer services at any time, although shareholders of the Funds will
be given at least 60 days' prior notice of any termination or material
modification. Berger Associates may, at its own risk, waive certain
of the redemption requirements described in the preceding paragraphs.

(iii) Payment for Redeemed Shares. Payment for
---------------------------
shares redeemed upon written request will be made by check and
generally will be mailed within three business days
after receipt by the transfer agent of the properly executed
redemption request and any outstanding certificates for the shares to
be redeemed. Payment for shares redeemed by telephone will be made by
check payable to the account name(s) and address exactly as
registered, and generally will be mailed within three business
days following the date of the request for redemption.

A shareholder may request that payment for redeemed shares
of the Funds be made by wire or electronic funds
transfer. Shareholders may elect to use these services
on the account application or by providing the Funds with a signature
guaranteed letter requesting these services and
designating the bank to receive all wire or electronic funds
transfers. A shareholder may change the predesignated
bank of record by providing the Funds with written, signature
guaranteed instructions. Wire and electronic funds transfers
are subject to a $1,000 minimum and a $100,000 maximum
limitation. Redemption proceeds paid by wire transfer will be
transmitted to the shareholder's predesignated bank account on the
next business day after receipt of the shareholder's redemption
request. There is a $10 fee for each wire payment for
shares redeemed by the Funds. Redemption proceeds paid by
electronic funds transfer will be electronically transmitted to the
shareholder's predesignated bank account on the second business day
after receipt of the shareholder's redemption request. There is no
fee for electronic funds transfer of proceeds from the redemption of
Fund shares.

A shareholder may also request that payment for redeemed
shares of a Cash Account Trust portfolio be made by wire or electronic
funds transfer and should review the Cash Account Trust portfolio
prospectus for procedures and charges
applicable to redemptions by wire and electronic funds
transfers.

Shareholders may encounter delays in redeeming shares
purchased by check (other than cashier's or certified checks) ,
electronic funds transfer or through the Automatic Investment
Program if the redemption request is made within 15 days after the
date of purchase. In those situations, the redemption check will be
mailed within 15 days after the transfer agent's receipt of the
purchase instrument, provided that it has not
been dishonored or cancelled during that time. The foregoing
policy is to ensure that all payments for the shares
being redeemed have been honored. In addition to the foregoing
restrictions, no redemption payment can be made for shares which have
been purchased by telephone order until full payment for the shares
has been received. In any event, valid redemption requests concerning
shares for which full payment has been made will be priced at the net
asset value next determined after receipt of the request.

-20-<PAGE>
(iv) Redemptions by the Fund. As a means of reducing its
-----------------------
expenses, the Berger Growth and Income Fund and the
Berger Small Company Growth Fund are authorized to redeem
involuntarily all shares held in accounts with a value of less
than $500 (or for accounts opened prior to January 26, 1996,
less than $250) that are not actively participating in a monthly
Automatic Investment Plan . Such redemptions will be permitted
only when the account is reduced below the minimum value by
redemption, and not by declines in per share net asset value. As a
result, accounts established with the applicable minimum
investment might be subject to redemption after only a small
redemption has been made by the shareholder. At least 60 days'
written notice will be given to a shareholder before such an account
is redeemed. During that time, the shareholder may add sufficient
funds to the account or subscribe to a monthly Automatic Investment
Plan . If such amount is not added to the account, the shares will
be redeemed, at the per share net asset value next determined after
the 60th day following the notice, or the net asset value as of the
date of the notice, whichever is greater. A check for the proceeds
will be sent to the shareholder unless a stock certificate has been
issued, in which case payment will be made upon surrender of the
certificate.

13. EXCHANGE PRIVILEGE AND SYSTEMATIC WITHDRAWAL PLAN

(i) Exchanges. By telephoning DST Systems, Inc., at
---------
1-800-551-5849, or writing DST at P. O. Box 419958, Kansas City, MO
64141, any shareholder may exchange, without charge, any or all of his
shares in any of the Funds for shares of any of the other
Funds described in this Prospectus , or for shares of the Money
Market Portfolio, the Government Securities Portfolio or the
Tax-Exempt Portfolio of the Cash Account Trust (the "CAT Portfolios"),
separately managed, unaffiliated money market funds. Exchanges may be
made only if the Fund or CAT Portfolio with which you wish to
exchange your shares is registered in your state of residence. The
exchange privilege with the CAT Portfolios does not constitute an
offering or recommendation of the shares of any such CAT Portfolio by
any of the Funds or Berger Associates. Berger Associates is
compensated for administrative services it performs with respect to
the CAT Portfolios.

It is your responsibility to obtain and read a prospectus of
the Fund or CAT Portfolio into which you are exchanging. By
giving exchange instructions, a shareholder will be deemed to have
acknowledged receipt of the prospectus for the Fund or CAT
Portfolio being purchased. You may make up to four exchanges out of
each Fund during the calendar year. This limit helps keep
each Fund's net asset base stable and reduces the Fund's
administrative expenses. There currently is no limit on exchanges out
of the three CAT Portfolios. In times of extreme economic or market
conditions, exchanging Fund or CAT Portfolio shares by
telephone may be difficult. See "How to Redeem or Sell Fund Shares -
Redemptions by Telephone" for procedures for telephone transactions.

Redemption s of shares in connection with exchanges
into or out of the Funds are made at the net asset value per
share next determined after the exchange request is received. To
receive a specific day's price, your letter or call must be received
before that day's close of the New York Stock Exchange. A day or more
delay may be experienced prior to the investment of the redemption
proceeds into a CAT Portfolio. Each exchange represents the sale

-21-<PAGE>
of shares from one fund and the purchase of shares in another, which
may produce a gain or loss for Federal income tax purposes.

All exchanges out of the Funds into a CAT Portfolio
are subject to the minimum and subsequent investment requirements of
the CAT Portfolio into which shares are being exchanged.
Exchanges will be accepted only if the registration of the two
accounts is identical. Neither the Funds nor the CAT
Portfolios, or their transfer agents or advisers assume responsibility
for the authenticity of exchange instructions communicated by
telephone or in writing which are believed to be genuine. See "How to
Redeem or Sell Fund Shares - Redemptions by Telephone" for procedures
for telephone transactions. All shareholders have Telephone
Transaction Privileges to authorize exchanges unless they specifically
decline this service on the account application or by writing to the
Berger Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas City,
MO 64141.

(ii) Systematic Withdrawal Plan. A shareholder who owns
--------------------------
shares of any of the Funds worth at least $5,000 at the
current net asset value may establish a Systematic Withdrawal account
from which a fixed sum, minimum of $50, will be paid to the
shareholder monthly, quarterly, semiannually or annually. You will
receive confirmation of systematic withdrawals after the end of each
calendar quarter.

For more information regarding the Systematic Withdrawal
Plan and forms to open such accounts, please write to the
Berger Funds, c/o DST Systems, Inc., P. O. Box 419958, Kansas City, MO
64141, or call 1-800-551-5849.

14. TAX-SHELTERED RETIREMENT PLANS

The Funds offer several tax-qualified retirement plans for
adoption by individuals and employers. Participants in these plans
can accumulate shares of the Funds on a tax-deferred basis.

The Funds offer both a profit-sharing plan and a money
purchase pension plan for employers and self-employed persons.
Contributions to these plans are tax-deductible and earnings are
tax-exempt until distributed. Under the profit-sharing plan, the
employer or self-employed person can adjust their contributions from
year to year. Under the money purchase pension plan, the employer or
self-employed person must commit to a contribution each year. When
these plans are adopted by self-employed persons, they are commonly
referred to as Keogh or HR 10 plans.

The Funds also offer an Individual Retirement Account
("IRA"). Individuals who have compensation, but who are either not
covered by existing qualified retirement plans and do not have spouses
covered by such plans, or do not have incomes which exceed certain
amounts, may contribute tax-deductible dollars to an IRA. Individuals
who are covered by existing retirement plans or have spouses covered
by such plans, and whose incomes exceed the applicable amounts, are
not permitted to deduct their IRA contributions for Federal income tax
purposes. However, whether an individual's contributions are
deductible or not, the earnings on his or her IRA are not taxed until
the account is distributed.

-22-<PAGE>
The Funds also offer a 403(b) Custodial Account. Employees
of certain tax-exempt organizations and public schools may contribute
tax-deductible dollars to these accounts, on which earnings are
tax-exempt until distributed.

In order to receive the necessary materials to create a
profit-sharing or money purchase pension plan account, an IRA account
or a 403(b) Custodial Account, please write to the Funds, c/o Berger
Associates, Inc., P.O. Box 5005, Denver, CO 80217, or call 1-800-
333-1001.

15. INCOME DIVIDENDS, CAPITAL GAINS DISTRIBUTIONS AND TAX TREATMENT

The policies of the Funds on payments of dividends and
capital gains distributions are described below.

BERGER 100 FUND [R] AND BERGER SMALL COMPANY
GROWTH FUND [R] . The Berger 100 Fund and the Berger Small
Company Growth Fund each intends to declare dividends representing the
Fund's net investment income annually, normally in December. It is
also the present policy of each of these
Funds to distribute annually all of its net realized
capital gains.

BERGER GROWTH AND INCOME FUND. The
Berger Growth and Income Fund intends to declare
dividends representing net investment income four times annually,
generally in the months of March, June, September and December. It is
also the present policy of the Fund to distribute
annually all of its net realized capital gains.

Each of the Funds is treated as a separate entity for tax
purposes and has elected and intends to maintain its qualification to
be treated as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended. If they so qualify and
meet certain minimum distribution requirements, the Funds will not be
liable for Federal income tax on the amount of their earnings that are
distributed. If a Fund distributes annually less than 98% of
its income and gain, it will be subject to a nondeductible
excise tax equal to 4% of the shortfall.

All dividends or capital gains distributions paid by a Fund
will be automatically reinvested in shares of that Fund at the net
asset value on the ex-dividend date unless an investor
specifically requests that either dividends or distributions, or both,
be paid in cash. The election to receive dividends or distributions
in cash or to reinvest them in Fund shares may be changed by calling
the Berger Funds at 1-800-551-5849 or by written request to the Berger
Funds, c/o DST Systems, Inc., P.O. Box 419958, Kansas City, MO 64141,
and must be received at least ten days prior to the record date of any
dividend or capital gains distribution.

Each Fund will inform its shareholders of the amount and
nature of such income or gains resulting from their investment in the
Fund. Dividends paid by a Fund from net investment income and
distributions from net short-term capital gains in excess of any net
long-term capital losses, whether received in cash or reinvested,
generally will be taxable as ordinary income. Distributions received
from a Fund designated as long-term capital gains (net of capital
losses), whether received in cash or reinvested, will be taxable as
long-term capital gains without

-23-<PAGE>
regard to the length of time a shareholder has owned shares in the
Fund. Any loss on the sale or exchange of a Fund's shares held for
six months or less will be treated as a long-term capital loss to the
extent of any long-term capital gain distribution received on the
shares. A portion of the dividends (but not capital gains
distributions) paid by a Fund may be eligible for the dividends
received deduction for corporate shareholders to the extent that the
Fund's income consists of dividends paid by United States
corporations. If a shareholder is not subject to Federal income tax,
the shareholder will not generally be taxed on amounts distributed by
a Fund.

Dividends and interest received by the Funds on foreign
securities may give rise to withholding and other taxes imposed by
foreign countries. It is expected that foreign taxes paid by the
Funds will be treated as expenses of the Funds. Tax conventions
between certain countries and the United States may reduce or
eliminate such taxes.

At certain levels of taxable income, the Internal Revenue
Code provides a preferential tax rate for long-term capital gains.
Long-term capital gains of taxpayers other than corporations are taxed
at a 28% maximum rate, whereas ordinary income is taxed at a 39.6%
maximum rate. Capital losses continue to be deductible only against
capital gains plus (in the case of taxpayers other than corporations)
$3,000 of ordinary income annually ($1,500 for married individuals
filing separately).

The foregoing is only a brief summary of the Federal income
tax considerations affecting the Funds and their shareholders.
Accordingly, potential investors should consult their tax advisors
with specific reference to their own tax situation.

16. ADDITIONAL INFORMATION

The Berger 100 Fund and Berger Growth and
Income Fund are separate corporations which were incorporated
under the laws of the State of Maryland on March 10, 1966, as "The One
Hundred Fund, Inc." and "The One Hundred and One Fund, Inc.",
respectively. The names "Berger One Hundred Fund[R]" and
"Berger 100 Fund[R]" were adopted by the Berger 100 Fund as service
marks and trade names in November 1989. In 1990, the shareholders
of the Berger Growth and Income Fund approved changing
its formal corporate name to "Berger One Hundred and One Fund,
Inc." and the Fund began doing business under the trade name
"Berger Growth and Income Fund, Inc." in January 1996.

Each of the Berger 100 Fund and the Berger Growth and Income
Fund has only one class of securities, its Capital Stock, with a
par value of one cent per share, of which 200,000,000 shares are
authorized for issue by the Berger 100 Fund and 100,000,000 shares are
authorized for issue by the Berger Growth and Income
Fund. Shares of the Funds are fully paid and nonassessable when
issued. All shares issued by a Fund participate equally in dividends
and other distributions by the Fund, and in the residual assets of the
Fund in the event of its liquidation.

-24-<PAGE>
The Berger Small Company Growth Fund is a separate series or
portfolio established under the Berger Investment Portfolio Trust, a
Delaware business trust organized on August 23, 1993. The name
"Berger Small Company Growth Fund[R]" was registered as a service mark
in September 1995. The Trust is authorized to issue an unlimited
number of shares of beneficial interest in series or portfolios.
Currently, the series comprising Berger Small Company Growth Fund is
the only portfolio established under the Trust, although others may be
added in the future. Shares of the Fund are fully paid and
nonassessable when issued. Each share has a par value of $.01. All
shares issued by the Fund participate equally in dividends and other
distributions by the Fund, and in the residual assets of the Fund in
the event of its liquidation.

Shareholders of the Berger 100 Fund and the Berger
Growth and Income Fund vote separately on matters relating to
those respective Funds. Shareholders of the Berger Small Company
Growth Fund generally vote separately on matters relating to that
Fund, although they will vote together with the holders of any other
series of the Trust issued in the future in the election of trustees
of the Trust and on all matters relating to the Trust as a whole.
Each full share of each Fund has one vote. Shares of each Fund have
noncumulative voting rights, which means that the holders of more than
50% of the shares voting for the election of directors or trustees can
elect 100% of the directors or trustees if they choose to do so and,
in such event, the holders of the remaining less than 50% of the
shares voting for the election of directors or trustees will not be
able to elect any person or persons as directors or trustees. None of
the Funds is required to hold annual shareholder meetings unless
required by the Investment Company Act of 1940 or other applicable law
or unless called by the directors or trustees.

If shareholders owning at least 10% of the outstanding
shares of the Berger 100 Fund, the Berger Growth and
Income Fund or the Berger Investment Portfolio Trust so request, a
special shareholders' meeting will be held for the purpose of
considering the removal of a director of a Fund or a trustee of the
Trust, as the case may be. Special meetings will be held for other
purposes if the holders of at least 25% of the outstanding shares of a
Fund or the Trust so request. Subject to certain limitations, the
Funds will facilitate appropriate communications by shareholders
desiring to call a special meeting for the purpose of considering the
removal of a director or a trustee.

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

17. PERFORMANCE

From time to time in advertisements, the Funds may discuss
their performance ratings as published by recognized mutual fund
statistical services, such as Lipper Analytical Services, Inc., CDA
Investment Technologies, Inc., or Morningstar, Inc., or by
publications of general interest such as The Wall Street Journal,
-----------------------
Investor's Daily, Barron's, Financial World or Kiplinger's Personal
- ---------------- -------- --------------- --------------------
Finance Magazine. In addition, the Funds may compare their
- ----------------

-25-<PAGE>
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 or the Nasdaq
Composite Index, or more narrowly-based indices which reflect the
market sectors in which that Fund invests.

The total return of each 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.

Each 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 each Fund. Because
average annual total returns for more than one year tend to smooth out
variations in a Fund's return, investors should recognize that such
figures are not the same as actual year-by-year results.

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

Shareholders with questions should write to the Berger
Funds, c/o Berger Associates, Inc., P.O. Box 5005, Denver, CO 80217,
or call 1-303-329-0200 or 1-800-333-1001.

-26-<PAGE>
DIRECTORS OF
BERGER 100 FUND [R]
AND
BERGER GROWTH AND INCOME FUND
AND
TRUSTEES OF
BERGER INVESTMENT PORTFOLIO TRUST

Michael Owen (Chairman) - Dennis E. Baldwin
William M. B. Berger - Louis R. Bindner, P.E. - Katherine A. Cattanach
Lucy Black Creighton - Paul R. Knapp
Harry T. Lewis, Jr. - Rodney L. Linafelter - William Sinclaire

OFFICERS OF THE BERGER FUNDS

Rodney L. Linafelter
President of Berger 100 Fund and Berger
Growth and Income Fund
President of Berger Investment Portfolio Trust

William R. Keithler
President of Berger Small
Company Growth Fund

Kevin R. Fay
Vice President, Secretary and Treasurer of
the Berger Funds

Patricia M. Blaha
Assistant Secretary of the Berger Funds

Susan G. Kohlman
Assistant Treasurer of the Berger Funds

INVESTMENT ADVISER
Berger Associates, Inc.
P.O. Box 5005
Denver, Colorado 80217
1-303-329-0200 or 1-800-333-1001
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION

BERGER ONE HUNDRED FUND, INC.
BERGER GROWTH AND INCOME FUND
BERGER SMALL COMPANY GROWTH FUND

SHAREHOLDER SERVICES:
1-800-551-5849

This Statement of Additional Information about The One
Hundred Fund, Inc., doing business as Berger One Hundred Fund, Inc.
( "Berger 100 Fund"), Berger One Hundred and One Fund, Inc.,
doing business as Berger Growth and Income Fund, Inc. ("Berger
Growth and Income Fund") and Berger Small Company Growth Fund (all
of such funds together being sometimes referred to as the "Funds") is
not a prospectus. It should be read in conjunction with the
Prospectus describing the Funds, dated January 26,
1996 , which may be obtained by writing the Funds at P.O. Box 5005,
Denver, Colorado 80217, or calling 1-800-333-1001.

The Berger 100 Fund, the Berger Growth and
Income Fund and the Berger Small Company Growth Fund are no-load
mutual funds. This Statement of Additional Information describes each
of these Funds which have many features in common, but have different
investment objectives and different investment emphases.

BERGER 100 FUND [R]
- ------------------

The Berger 100 Fund's investment objective is long-term capital
appreciation. The Berger 100 Fund seeks to achieve this objective
by investing primarily in common stocks of established
companies which the Fund believes offer favorable growth prospects.
Current income is not an investment objective of the Berger 100 Fund,
and any income produced will be a by-product of the efforts to achieve
the Fund's objective.

BERGER GROWTH AND INCOME FUND
- -----------------------------

The primary investment objective of the Berger Growth and
Income Fund is capital appreciation. A secondary objective is to
provide a moderate level of current income. The Fund seeks to achieve
these objectives by investing primarily in common stocks
and other securities, such as convertible securities or preferred
stocks, which the Fund believes offer favorable growth prospects and
may also provide current income.

BERGER SMALL COMPANY GROWTH FUND[R]
- -----------------------------------

The investment objective of the Berger Small Company Growth
Fund is capital appreciation. The Fund seeks to achieve this
objective by investing primarily in equity securities
(including common and preferred stocks, convertible debt securities
and other securities having equity features) of small growth companies
with market capitalization of less than $1 billion at the time of
initial purchase.

January 26, 1996 <PAGE>
TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

Cross-References to
Related Disclosures
Table of Contents in Prospectus
----------------- -------------------

Introduction Section 2

1. Portfolio Policies of the Funds Section 3, 4, 5

2. Investment Restrictions Section 4

3. Management of the Funds Section 6

4. Investment Adviser Section 6

5. Expenses of the Funds Section 7, 8

6. Brokerage Policy Section 8

7. How to Purchase Shares in Section 9
the Funds

8. How the Net Asset Value is Section 10
Determined

9. Income Dividends, Capital Gains Section 15
Distributions and Tax Treatment

10. Suspension of Redemption Rights Section 12

11. Tax-Sheltered Retirement Plans Section 14

12. Special Purchase and Exchange Plans Section 13

13. Performance Information Section 17

14. Additional Information Section 16

Financial Statements

-i-<PAGE>
INTRODUCTION
------------

The Berger 100 Fund, the Berger Growth and
Income Fund and the Berger Small Company Growth Fund are mutual
funds, or open-end, diversified, management investment companies. The
Berger 100 Fund's investment objective is long-term capital apprecia-
tion. The primary investment objective of the Berger Growth
and Income Fund is capital appreciation, and its secondary
objective is to provide a moderate level of current income. The
Berger Small Company Growth Fund's investment objective is capital
appreciation.

1. Portfolio Policies of the Funds
-------------------------------

The Prospectus discusses the investment objective of each of
the Funds and the policies to be employed to achieve that objective.
This section contains supplemental information concerning the types of
securities and other instruments in which the Funds may invest, the
investment policies and portfolio strategies that the Funds may
utilize and certain risks attendant to those investments, policies and
strategies.

ILLIQUID AND RESTRICTED SECURITIES. Each of the Funds is
authorized to invest in securities which are illiquid because they are
subject to restrictions on their resale ("restricted securities") or
because, based upon their nature or the market for such securities,
they are not readily marketable. However, none of the Funds will
purchase any such security, the purchase of which would cause the Fund
to invest more than 15% of its net assets, measured at the time of
purchase, in illiquid securities. Repurchase agreements maturing in
more than seven days will be considered as illiquid for purposes of
this restriction. Pursuant to authority delegated from the directors
or trustees, the Funds' adviser will determine whether securities
issued in offerings made pursuant to SEC Rule 144A under the
Securities Act of 1933 should be treated as illiquid investments
considering, among other things, the following factors: (1) the
frequency of trades and quotes for the security; (2) the number of
dealers wanting to purchase or sell the security and the number of
other potential purchasers; (3) dealer undertakings to make a market
in the security; and (4) the nature of the security and the
marketplace trades (e.g., the time needed to dispose of the security,
the method of soliciting offers, and the mechanics of the transfer).
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. In addition, in order to resell a restricted
security, a Fund might have to incur the potentially substantial
expense and delay associated with effecting registration.

REPURCHASE AGREEMENTS. As discussed in the Prospectus, each
Fund may invest in repurchase agreements with various financial
organizations, including commercial banks, registered broker-dealers
and registered government securities dealers. A

-1-<PAGE>
repurchase agreement is an agreement under which a Fund acquires a
debt security (generally a security issued or
guaranteed by the U.S. government or an agency thereof, a banker's
acceptance or a certificate of deposit) from a commercial bank, broker
or dealer, subject to resale to the seller at an agreed upon price and
date (normally, the next business day). A repurchase agreement may be
considered a loan collateralized by securities. The resale price
reflects an agreed upon interest rate effective for the period the
instrument is held by a Fund and is unrelated to the interest rate on
the underlying instrument. In these transactions, the securities
acquired by a 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 directors or trustees will establish
guidelines and standards for review by the investment adviser of the
creditworthiness of any bank, broker or dealer party to a repurchase
agreement with a Fund. None of the Funds will enter into a repurchase
agreement maturing in more than seven days if as a result more than
15% of the Fund's total assets would be invested in such repurchase
agreements and other illiquid securities.

The use of repurchase agreements involves certain risks.
For example, if the other party to the agreement defaults on its
obligation to repurchase the underlying security at a time when the
value of the security has declined, a 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 a Fund not within the
control of the Fund and therefore the realization by the Fund on such
collateral may automatically be stayed. Finally, it is possible that
a 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. While management of the Funds acknowledges these
risks, it is expected that they can be controlled through careful
monitoring procedures.

WHEN-ISSUED AND DELAYED DELIVERED SECURITIES. Each Fund may
purchase and sell securities on a when-issued or delayed delivery
basis. However, none of the Funds currently intends 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 a Fund) are
purchased or sold by the Fund with payment and delivery taking place
in the future in order to secure what is considered to be an
advantageous price or yield. However, the yield on a comparable
security available when delivery takes place may vary from the yield
on the security at the time that the when-issued or delayed delivery
transaction was entered into. Any failure to consummate a when-issued
or delayed delivery transaction may result in a Fund missing the
opportunity of obtaining a price

-2-<PAGE>
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 a Fund
until it receives delivery or payment from the other party to the
transaction.

When a 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 high-grade debt obligations readily
convertible into cash 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.

LENDING OF SECURITIES. As discussed in the Prospectus, the
Berger Small Company Growth Fund may lend its securities to qualified
institutional investors who need to borrow securities in order to
complete certain transactions, such as covering short sales, avoiding
failures to deliver securities, or completing arbitrage operations.
By lending its securities, the Berger Small Company Growth Fund will
be attempting to generate income through the receipt of interest on
the loan which, in turn, can be invested in additional securities to
pursue the Fund's investment objective. Any gain or loss in the
market price of the securities loaned that might occur during the term
of the loan would be for the account of the Fund. The Fund may lend
its portfolio securities to qualified brokers, dealers, banks or other
financial institutions, so long as the terms, the structure and the
aggregate amount of such loans are not inconsistent with the
Investment Company Act of 1940, or the Rules and Regulations or
interpretations of the Securities and Exchange Commission (the
"Commission") thereunder, which currently require that (a) the
borrower pledge and maintain with the Fund collateral consisting of
cash, an irrevocable letter of credit or securities issued or
guaranteed by the United States government having a value at all times
not less than 100% of the value of the securities loaned, (b) the
borrower add to such collateral whenever the price of the securities
loaned rises (i.e., the borrower "marks to the market" on a daily
basis), (c) the loan be made subject to termination by the Fund at any
time and (d) the Fund receive reasonable interest on the loan, which
interest may include the Fund's investing cash collateral in interest
bearing short-term investments, and (e) the Fund receive all dividends
and distributions on the loaned securities and any increase in the
market value of the loaned securities.

The Berger Small Company Growth Fund bears a risk of loss in
the event that the other party to a securities lending transaction
defaults on its obligations and the Fund is delayed in or prevented
from exercising its rights to dispose of the collateral, including the
risk of a possible decline in the value of the collateral securities
during the period in which the Fund seeks to assert these rights, the
risk of incurring expenses

-3-<PAGE>
associated with asserting these rights and the risk of losing all or a
part of the income from the transaction. The Fund will not lend its
portfolio securities if, as a result, the aggregate value of such
loans would exceed 33-1/3% of the value of the Fund's total assets.
Loan arrangements made by the Fund will comply with all other
applicable regulatory requirements, including the rules of the New
York Stock Exchange, which rules presently require the borrower, after
notice, to redeliver the securities within the normal settlement time
of three business days. All relevant facts and circumstances,
including creditworthiness of the broker, dealer or institution, will
be considered in making decisions with respect to the lending of
securities, subject to review by the Fund's trustees.

SHORT SALES. Each Fund currently only intends to engage in
short sales if, at the time of the short sale, the Fund owns or has
the right to acquire an equivalent kind and amount of the security
being sold short at no additional cost (i.e., short sales "against the
box").

In a short sale, the seller does not immediately deliver the
securities sold and is said to have a short position in those
securities until delivery occurs. To make delivery to the purchaser,
the executing broker borrows the securities being sold short on behalf
of the seller. While the short position is maintained, the seller
collateralizes its obligation to deliver the securities sold short in
an amount equal to the proceeds of the short sale plus an additional
margin amount established by the Board of Governors of the Federal
Reserve. If a Fund engages in a short sale, the collateral account
will be maintained by the Fund's custodian. While the short sale is
open, the Fund will maintain in a segregated custodial account an
amount of securities convertible into or exchangeable for such
equivalent securities at no additional cost. These securities would
constitute the Fund's long position.

A Fund may make a short sale, as described above, when it
wants to sell the security it owns at a current attractive price, but
also wishes to defer recognition of gain or loss for federal income
tax purposes and for purposes of satisfying certain tests applicable
to regulated investment companies under the Internal Revenue Code. In
such a case, any future losses in the Fund's long position should be
reduced by a gain in the short position. The extent to which such
gains or losses are reduced would depend upon the amount of the
security sold short relative to the amount the Fund owns. There will
be certain additional transaction costs associated with short sales,
but the Fund will endeavor to offset these costs with income from the
investment of the cash proceeds of short sales.

FINANCIAL FUTURES, FORWARDS AND OPTIONS. As described in
the Prospectus, each Fund is authorized to make limited investment in
certain types of futures, forwards and options, but only for the
purpose of hedging, that is, protecting against market risk due to

-4-<PAGE>
market movements that may adversely affect the value of a Fund's
securities or the price of securities that a Fund is considering
purchasing. The utilization of futures, forwards and options is also
subject to policies and procedures which may be established by the
directors or trustees from time to time. A hedging transaction may
partially protect a Fund from a decline in the value of a particular
security or its portfolio generally, although the cost of the
transaction will reduce the potential return on the security or the
portfolio. Following is additional information concerning the
futures, forwards and options in which the Funds may invest, provided
that no more than 5% of the Fund's net assets at the time of purchase
may be invested in initial margins for financial futures transactions
and premiums for options. In addition, a Fund may only write call
options that are covered and only up to 25% of the Fund's total
assets. The following information should be read in conjunction with
the information concerning the Funds' investment in futures, forwards
and options and the risks of such investments contained in the
Prospectus.

Futures Contracts. Financial futures contracts are
-----------------
contracts on financial instruments (such as securities and foreign
currencies) and securities indices that obligate the long or short
holder, if the contract is held to its specified delivery date, to
take or make delivery of a specified quantity of the underlying
financial instrument, or the cash value of a securities index.
Although futures contracts by their terms call for the delivery or
acquisition of the underlying instruments or a cash payment based on
the value of the underlying instruments, in most cases the contractual
obligation is offset before the delivery date by buying (in the case
of an obligation to sell) or selling (in the case of an obligation to
buy) an identical futures contract. Such a transaction cancels the
original obligation to make or take delivery of the instruments.

Each Fund may enter into contracts for the purchase or sale
for future delivery of financial instruments, such as securities and
foreign currencies, or contracts based on financial indices including
indices of U.S. Government securities, foreign government securities
or equity securities. U.S. futures contracts are traded on exchanges
which have been designated "contract markets" by the Commodity Futures
Trading Commission ("CFTC") and must be executed through a futures
commission merchant (an "FCM"), or brokerage firm, which is a member
of the relevant contract market. Through their clearing corporations,
the exchanges guarantee performance of the contracts as between the
clearing members of the exchange.

Both the buyer and seller are required to deposit "initial
margin" for the benefit of the FCM when a futures contract is entered
into. Initial margin deposits are equal to a percentage of the
contract's value, as set by the exchange on which the contract is
traded, and may be maintained in cash or certain high-grade liquid
assets. If the value of either party's position declines, that party
will be required to make additional "variation

-5-<PAGE>
margin" payments to the other party to settle the change in value on a
daily basis. Initial and variation margin payments are similar to
good faith deposits or performance bonds or party-to-party payments
resulting from daily changes in the value of the contract, unlike
margin extended by a securities broker, and would be returned or
credited to the Funds upon termination of the futures contract,
assuming all contractual obligations have been satisfied. Unlike
margin extended by a securities broker, initial and variation margin
payments do not constitute purchasing securities on margin for
purposes of each Fund's investment limitations. The Funds will incur
brokerage fees when they buy or sell futures contracts.

In the event of the bankruptcy of the FCM that holds margin
on behalf of a Fund, the Fund may be entitled to return of margin owed
to the Fund only in proportion to the amount received by the FCM's
other customers. Each Fund will attempt to minimize the risk by
careful monitoring of the creditworthiness of the FCMs with which the
Fund does business and by depositing margin payments in a segregated
account with the Fund's custodian for the benefit of the FCM when
practical or otherwise required by law.

Each Fund intends to comply with guidelines of eligibility
for exclusion from the definition of the term "commodity pool
operator" with the CFTC and the National Futures Association, which
regulate trading in the futures markets. Accordingly, the Fund will
not enter into any futures contract or option on a futures contract
if, as a result, the aggregate initial margin and premiums required to
establish such positions would exceed 5% of the Fund's net assets.

Although each Fund would hold cash and liquid assets in a
segregated account with a value sufficient to cover the Fund's open
futures obligations, the segregated assets would be available to the
Fund immediately upon closing out the futures position, while
settlement of securities transactions could take several days.
However, because the Fund's cash that may otherwise be invested would
be held uninvested or invested in high-grade liquid assets so long as
the futures position remains open, the Fund's return could be
diminished due to the opportunity losses of foregoing other potential
investments.

The acquisition or sale of a futures contract may occur, for
example, when a Fund is considering purchasing or holds equity
securities and seeks to protect itself from fluctuations in prices
without buying or selling those securities. For example, if prices
were expected to decrease, the Fund might sell equity index futures
contracts, thereby hoping to offset a potential decline in the value
of equity securities in the portfolio by a corresponding increase in
the value of the futures contract position held by the Fund and
thereby preventing the Fund's net asset value from declining as much
as it otherwise would have. A Fund also could protect against
potential price declines by selling portfolio securities and investing
in money market instruments. However, the

-6-<PAGE>
use of futures contracts as an investment technique allows the Funds
to maintain a defensive position without having to sell portfolio
securities.

Similarly, when prices of equity securities are expected to
increase, futures contracts may be bought to attempt to hedge against
the possibility of having to buy equity securities at higher prices.
This technique is sometimes known as an anticipatory hedge. Since the
fluctuations in the value of futures contracts should be similar to
those of equity securities, a Fund could take advantage of the
potential rise in the value of equity securities without buying them
until the market has stabilized. At that time, the futures contracts
could be liquidated and the Fund could buy equity securities on the
cash market.

To the extent a Fund enters into futures contracts for this
purpose, the assets in the segregated asset account maintained to
cover the Fund's obligations with respect to the futures contracts
will consist of high-grade liquid assets from its portfolio in an
amount equal to the difference between the amount of the Fund's
obligation under the contract and the aggregate value of the initial
and variation margin payments made by the Fund with respect to the
futures contracts.

The ordinary spreads between prices in the cash and futures
markets, due to differences in the nature of those markets, are
subject to distortions. First, all participants in the futures market
are subject to initial margin and variation margin requirements.
Rather than meeting additional variation margin requirements,
investors may close out futures contracts through offsetting
transactions which could distort the normal price relationship between
the cash and futures markets. Second, the liquidity of the futures
market depends on participants entering into offsetting transactions
rather than making or taking delivery. To the extent participants
decide to make or take delivery, liquidity in the futures market could
be reduced and prices in the futures market distorted. Third, from
the point of view of speculators, the margin deposit requirements in
the futures market are less than margin requirements in the securities
market. Therefore, increased participation by speculators in the
futures market may cause temporary price distortions. Due to the
possibility of the foregoing distortions, a correct forecast of
general price trends by the Funds still may not result in a successful
use of futures.

Futures contracts entail risks. Although each Fund believes
that use of such contracts will benefit the Fund, if the Fund's
investment judgment is incorrect, the Fund's overall performance could
be worse than if the Fund had not entered into futures contracts. For
example, if the Fund has hedged against the effects of a possible
decrease in prices of securities held in the Fund's portfolio and
prices increase instead, the Fund will lose part or all of the benefit
of the increased value of these securities because of offsetting
losses in the Fund's futures

-7-<PAGE>
positions. In addition, if the Fund has insufficient cash, it may
have to sell securities from its portfolio to meet daily variation
margin requirements. Those sales may be, but will not necessarily be,
at increased prices which reflect the rising market and may occur at a
time when the sales are disadvantageous to the Fund. Although the
buyer of an option cannot lose more than the amount of the premium
plus related transaction costs, a buyer or seller of futures contracts
could lose amounts substantially in excess of any initial margin
deposits made, due to the potential for adverse price movements
resulting in additional variation margin being required by such
positions. However, each Fund intends to monitor its investments
closely and will attempt to close its positions when the risk of loss
to the Fund becomes unacceptably high.

The prices of futures contracts depend primarily on the
value of their underlying instruments. Because there are a limited
number of types of futures contracts, it is possible that the
standardized futures contracts available to a Fund will not match
exactly the Fund's current or potential investments. A Fund may buy
and sell futures contracts based on underlying instruments with
different characteristics from the securities in which it typically
invests -- for example, by hedging investments in portfolio securities
with a futures contract based on a broad index of securities -- which
involves a risk that the futures position will not correlate precisely
with the performance of the Fund's investments.

Futures prices can also diverge from the prices of their
underlying instruments, even if the underlying instruments closely
correlate with a Fund's investments. Futures prices are affected by
such factors as current and anticipated short-term interest rates,
changes in volatility of the underlying instruments and the time
remaining until expiration of the contract. Those factors may affect
securities prices differently from futures prices. Imperfect
correlations between a Fund's investments and its futures positions
may also result from differing levels of demand in the futures markets
and the securities markets, from structural differences in how futures
and securities are traded, and from imposition of daily price
fluctuation limits for futures contracts. A Fund may buy or sell
futures contracts with a greater or lesser value than the securities
it wishes to hedge or is considering purchasing in order to attempt to
compensate for differences in historical volatility between the
futures contract and the securities, although this may not be
successful in all cases. If price changes in a Fund's futures
positions are poorly correlated with its other investments, its
futures positions may fail to produce desired gains or result in
losses that are not offset by the gains in the Fund's other
investments.

Because futures contracts are generally settled within a day
from the date they are closed out, compared with a longer settlement
period for most types of securities, the futures markets can provide
superior liquidity to the securities markets. Nevertheless, there is
no assurance a liquid secondary market will

-8-<PAGE>
exist for any particular futures contract at any particular time. In
addition, futures exchanges may establish daily price fluctuation
limits for futures contracts and may halt trading if a contract's
price moves upward or downward more than the limit in a given day. On
volatile trading days when the price fluctuation limit is reached, it
may be impossible for a Fund to enter into new positions or close out
existing positions. If the secondary market for a futures contract is
not liquid because of price fluctuation limits or otherwise, a Fund
may not be able to promptly liquidate unfavorable futures positions
and potentially could be required to continue to hold a futures
position until the delivery date, regardless of changes in its value.
As a result, a Fund's access to other assets held to cover its futures
positions also could be impaired.

Options on Futures Contracts. Each Fund may buy and write
----------------------------
options on futures contracts for hedging purposes. An option on a
futures contract gives the Funds the right (but not the obligation) to
buy or sell a futures contract at a specified price on or before a
specified date. The purchase of a call option on a futures contract
is similar in some respects to the purchase of a call option on an
individual security. Depending on the pricing of the option compared
to either the price of the futures contract upon which it is based or
the price of the underlying instrument, ownership of the option may or
may not be less risky than ownership of the futures contract or the
underlying instrument. As with the purchase of futures contracts, a
Fund may buy a call option on a futures contract to hedge against a
market advance, and a Fund might buy a put option on a futures
contract to hedge against a market decline.

The writing of a call option on a futures contract
constitutes a partial hedge against declining prices of the security
or foreign currency which is deliverable under, or of the index
comprising, the futures contract. If the futures price at the
expiration of the call option is below the exercise price, a Fund will
retain the full amount of the option premium which provides a partial
hedge against any decline that may have occurred in the Fund's
portfolio holdings. If a call option a Fund has written is exercised,
the Fund will incur a loss which will be reduced by the amount of the
premium it received. Depending on the degree of correlation between
change in the value of its portfolio securities and changes in the
value of the futures positions, a Fund's losses from existing options
on futures may to some extent be reduced or increased by changes in
the value of portfolio securities.

The purchase of a put option on a futures contract is
similar in some respects to the purchase of protective put options on
portfolio securities. For example, a Fund may buy a put option on a
futures contract to hedge the Fund's portfolio against the risk of
falling prices.

-9-<PAGE>
The amount of risk a Fund assumes when it buys an option on
a futures contract is the premium paid for the option plus related
transaction costs. In addition to the correlation risks discussed
above, the purchase of an option also entails the risk that changes in
the value of the underlying futures contract will not be fully
reflected in the value of the options bought.

Forward Foreign Currency Exchange Contracts. A forward
-------------------------------------------
contract is an agreement between two parties in which one party is
obligated to deliver a stated amount of a stated asset at a specified
time in the future and the other party is obligated to pay a specified
invoice amount for the assets at the time of delivery. The Funds
currently intend that the only forward contracts or commitments that
they might enter into for hedging purposes are forward foreign
currency exchange contracts, although the Funds may enter into
additional forms of forward contracts or commitments in the future if
they become available and advisable in light of the Funds' objectives
and investment policies. Forward contracts generally are negotiated
in an interbank market conducted directly between traders (usually
large commercial banks) and their customers. Unlike futures
contracts, which are standardized contracts, forward contracts can be
specifically drawn to meet the needs of the parties that enter into
them. The parties to a forward contract may agree to offset or
terminate the contract before its maturity, or may hold the contract
to maturity and complete the contemplated exchange.

The following discussion summarizes the Funds' principal
uses of forward foreign currency exchange contracts ("forward currency
contracts"). A Fund may enter into forward currency contracts with
stated contract values of up to the value of the Fund's assets. A
forward currency contract is an obligation to buy or sell an amount of
a specified currency for an agreed price (which may be in U.S. dollars
or a foreign currency). A Fund will exchange foreign currencies for
U.S. dollars and for other foreign currencies in the normal course of
business and may buy and sell currencies through forward currency
contracts in order to fix a price for securities it has agreed to buy
or sell ("transaction hedge"). A Fund also may hedge some or all of
its investments denominated in foreign currency against a decline in
the value of that currency relative to the U.S. dollar by entering
into forward currency contracts to sell an amount of that currency
approximating the value of some or all of its portfolio securities
denominated in that currency ("position hedge") or by participating in
futures contracts (or options on such futures) with respect to the
currency. A Fund also may enter into a forward currency contract with
respect to a currency where the Fund is considering the purchase or
sale of investments denominated in that currency but has not yet
selected the specific investments ("anticipatory hedge"). In any of
these circumstances a Fund may, alternatively, enter into a forward
currency contract to purchase or sell one foreign currency for a
second currency that is expected to perform more favorably relative to
the U.S. dollar if the portfolio manager

-10-<PAGE>
believes there is a reasonable degree of correlation between movements
in the two currencies ("cross-hedge").

These types of hedging minimize the effect of currency
appreciation as well as depreciation, but do not eliminate
fluctuations in the underlying U.S. dollar equivalent value of the
proceeds of or rates of return on a Fund's foreign currency
denominated portfolio securities. The matching of the increase in
value of a forward contract and the decline in the U.S. dollar
equivalent value of the foreign currency denominated asset that is the
subject of the hedge generally will not be precise. Shifting a Fund's
currency exposure from one foreign currency to another limits that
Fund's opportunity to profit from increases in the value of the
original currency and involves a risk of increased losses to such Fund
if its portfolio manager's projection of future exchange rates is
inaccurate. Cross-hedges may result in losses if the currency used to
hedge does not perform similarly to the currency in which hedged
securities are denominated. Unforeseen changes in currency prices may
result in poorer overall performance for a Fund than if it had not
entered into such contracts. Also, with regard to a Fund's use of
cross-hedges, there can be no assurance that historical correlations
between the movement of certain foreign currencies relative to the
U.S. dollar will continue. Thus, at any time poor correlation may
exist between movements in the exchange rates of the foreign
currencies underlying a Fund's cross-hedges and the movements in the
exchange rates of the foreign currencies in which the Fund's assets
that are the subject of such cross-hedges are denominated.

The Funds will cover outstanding forward currency contracts
by maintaining liquid portfolio securities denominated in the currency
underlying the forward contract or the currency being hedged. To the
extent that a Fund is not able to cover its forward currency positions
with underlying portfolio securities, the Funds' custodian will
segregate cash or high-grade liquid assets having a value equal to the
aggregate amount of such Fund's commitments under forward contracts
entered into. If the value of the securities used to cover a position
or the value of segregated assets declines, the Fund must find
alternative cover or segregate additional cash or high-grade liquid
assets on a daily basis so that the value of the covered and
segregated assets will be equal to the amount of a Fund's commitments
with respect to such contracts.

While forward contracts are not currently regulated by the
CFTC, the CFTC may in the future assert authority to regulate forward
contracts. In such event, the Funds' ability to utilize forward
contracts may be restricted. A Fund may not always be able to enter
into forward contracts at attractive prices and may be limited in its
ability to use these contracts to hedge Fund assets. In addition,
when a Fund enters into a privately negotiated forward 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

-11-<PAGE>
the contract had not been entered into. Unlike many exchange-traded
futures contracts and options on futures, there are no daily price
fluctuation limits with respect to forward contracts and other
negotiated or over-the-counter instruments, and with respect to those
contracts, adverse market movements could therefore continue to an
unlimited extent over a period of time. However, each Fund intends to
monitor its investments closely and will attempt to renegotiate or
close its positions when the risk of loss to the Fund becomes
unacceptably high.

Options on Securities and Securities Indices. A 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 a 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 a 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 a 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 a Fund holds a call on the same security and in the
same principal amount as the call written and the exercise price of
the call held (i) is equal to or less than the exercise price of the
call written or (ii) is greater than the exercise price of the call
written if the difference is maintained by the Fund in cash and high-
grade 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,

-12-<PAGE>
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 a
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.

A 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 a Fund would
have to exercise the options in order to realize any profit. If a
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,

-13-<PAGE>
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 a 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.

A 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 a 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. A 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 a 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 a 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
Funds will generally invest may be imperfect, the Funds expect,
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 a Fund's portfolio generally.
Although the purchase of a put option may partially protect a Fund
from a decline in the value of a particular security or its portfolio
generally, the cost of a put will reduce the potential return on the
security or the portfolio.

PORTFOLIO TURNOVER. The portfolio turnover rates of each of
the Funds are shown in the tables under Financial Highlights in

-14-<PAGE>
Section 2 of the Prospectus. The annual portfolio turnover rates of
the Funds at times have exceeded 100%. A 100% annual turnover rate
results, for example, if the equivalent of all of the securities in
the Fund's portfolio are replaced in a period of one year. A 100%
turnover rate is higher than the turnover rate experienced by most
mutual funds and increases the brokerage expenses of the Funds. The
Funds anticipate that their portfolio turnover rates in future years
may exceed 100%, and investment changes will be made whenever
management deems them appropriate even if this results in a higher
portfolio turnover rate.

The existence of a high portfolio turnover rate has no
direct relationship to the tax liability of a Fund, although sales of
certain stocks will lead to realization of gains, and, possibly,
increased taxable distributions.

2. Investment Restrictions
-----------------------

Each Fund has adopted certain fundamental restrictions on
its investments and other activities, and none of these restrictions
may be changed without the approval of (i) 67% or more of the voting
securities of the Fund present at a meeting of shareholders thereof if
the holders of more than 50% of the outstanding voting securities are
present or represented by proxy, or (ii) more than 50% of the
outstanding voting securities of the Fund.

BERGER 100 FUND [R] AND BERGER GROWTH AND
INCOME FUND
- ----------------------------------------------------

The following fundamental restrictions apply to each
of the Berger 100 Fund and the Berger Growth and Income
Fund. A Fund may not:

1. 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
or of any class of securities of such issuer.

2. Purchase securities of any company with a record of
less than three years' continuous operation (including that of
predecessors) if such purchase would cause the Fund's investments in
all such companies taken at cost to exceed 5% of the value of the
Fund's total assets.

3. Invest in any one industry more than 25% of the value
of its total assets at the time of such investment.

4. Make loans, except that the Fund may enter into
repurchase agreements in accordance with the Fund's investment
policies. The Fund does not, for this purpose, consider the purchase
of all or a portion of an issue of publicly distributed bonds, bank
loan participation agreements, bank certificates of

-15-<PAGE>
deposit, bankers' acceptances, debentures or other securities, whether
or not the purchase is made upon the original issuance of the
securities, to be the making of a loan.

5. Borrow in excess of 5% of the value of its total
assets, or pledge, mortgage, or hypothecate its assets taken at market
value to an extent greater than 10% of the Fund's total assets taken
at cost (and no borrowing may be undertaken except from banks as a
temporary measure for extraordinary or emergency purposes). This
limitation shall not prohibit or restrict short sales or deposits of
assets to margin or guarantee positions in futures, options or forward
contracts, or the segregation of assets in connection with any of such
transactions.

6. Purchase or retain the securities of any issuer if
those officers and directors of the Fund or its investment adviser
owning individually more than 1/2 of 1% of the securities of such
issuer together own more than 5% of the securities of such issuer.

7. Purchase the securities of any other investment
company, except by purchase in the open market involving no commission
or profit to a sponsor or dealer (other than the customary broker's
commission).

8. Act as a securities underwriter (except to the extent
the Fund may be deemed an underwriter under the Securities Act of 1933
in disposing of a security) or invest in real estate (although it may
purchase shares of a real estate investment trust), or invest in
commodities or commodity contracts except, only for the purpose of
hedging, (i) financial futures transactions, including futures
contracts on securities, securities indices and foreign currencies,
and options on any such futures, (ii) forward foreign currency
exchange contracts and other forward commitments and (iii) securities
index put or call options.

9. Participate on a joint or joint and several basis in
any securities trading account.

10. Invest in companies for the purposes of exercising
control of management.

In applying the industry concentration investment
restriction (no. 3 above), the Funds use the industry groups used in
the Data Monitor Portfolio Monitoring System of William O'Neil & Co.
Incorporated. Further, in implementing that restriction, each Fund
intends not to invest in any one industry 25% or more of the value of
its total assets at the time of such investment.

The directors have adopted additional non-fundamental
investment restrictions for each of the Berger 100 Fund and the
Berger Growth and Income Fund. These limitations may be
changed by the directors without a shareholder vote. The non-
fundamental investment restrictions include the following:

-16-<PAGE>
1. Only for the purpose of hedging, the Fund may purchase
and sell financial futures, forward foreign currency exchange
contracts and put and call options, but no more than 5% of the Fund's
total net assets at the time of purchase may be invested in initial
margins for financial futures transactions and premiums for options.
The Fund may only write call options that are covered and only up to
25% of the Fund's total assets.

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

3. The Fund may not purchase or sell any interest in an
oil, gas or mineral development or exploration program, including
investments in oil, gas or other mineral leases, rights or royalty
contracts (except that the Fund may invest in the securities of
issuers engaged in the foregoing activities).

4. The Fund may not purchase any security, including any
repurchase agreement maturing in more than seven days, which is not
readily marketable, if more than 15% of the net assets of the Fund,
taken at market value at the time of purchase would be invested in
such securities.

5. The Fund may not purchase securities on margin from a
broker or dealer, except that the Fund may obtain such short-term
credits as may be necessary for the clearance of transactions, and may
not make short sales of securities, except that the Fund may make
short sales if, at the time of the short sale, the Fund owns or has
the right to acquire an equivalent kind and amount of the security
being sold short at no additional cost (i.e., short sales "against the
box"). This limitation shall not prohibit or restrict the Fund from
entering into futures, forwards and options contracts or from making
margin payments and other deposits in connection therewith.

6. The Fund's investments in warrants valued at the lower
of cost or market, may not exceed 5% of the value of the Fund's net
assets. Included within that amount, but not to exceed 2% of the
value of the Fund's net assets, may be warrants that are not listed on
the New York Stock Exchange or American Stock Exchange.

Each of the Berger 100 Fund and the Berger Growth
and Income Fund has undertaken to the State of California that the
Fund will buy, write and sell put and call options that are traded
over-the-counter only with broker/dealers that are experienced with
such transactions and that have a total net capital in excess of
$20,000,000.

Each of the Berger 100 Fund and the Berger Growth
and Income Fund has undertaken to the State of Arkansas that the
Fund will not invest more than 10% of its net assets in illiquid

-17-<PAGE>
securities (defined as a security that cannot be sold in the ordinary
course of business within seven days at approximately the value at
which the Fund has valued the security), excluding restricted
securities eligible for resale pursuant to Rule 144A under the
Securities Act of 1933 that have been determined to be liquid by the
Fund's directors based upon the trading markets for the securities.

Each of the Berger 100 Fund and the Berger Growth
and Income Fund has undertaken to the State of Ohio that the Fund
will prohibit the investment of more than 15% of its
total assets in the securities of issuers which together with any
predecessors have a record of less than three years continuous
operation or securities of issuers which are restricted as to
disposition.

BERGER SMALL COMPANY GROWTH FUND[R]
- -----------------------------------

The following fundamental restrictions apply to the
Berger Small Company Growth Fund. The Fund may not:

1. 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.

2. Invest in any one industry (other than U.S. government
securities) more than 25% of the value of its total assets at the time
of such investment.

3. Borrow money, except from banks for temporary or
emergency purposes in amounts not to exceed 25% of the Fund's total
assets (including the amount borrowed) taken at market value, nor
pledge, mortgage or hypothecate its assets, except to secure permitted
indebtedness and then only if such pledging, mortgaging or
hypothecating does not exceed 25% of the Fund's total assets taken at
market value. When borrowings exceed 5% of the Fund's total assets,
the Fund will not purchase portfolio securities.

4. Act as a securities underwriter (except to the extent
the Fund may be deemed an underwriter under the Securities Act of 1933
in disposing of a security), issue senior securities (except to the
extent permitted under the Investment Company Act of 1940), invest in
real estate (although it may purchase shares of a real estate
investment trust), or invest in commodities or commodity contracts
except financial futures transactions, futures contracts on securities
and securities indices and options on such futures, forward foreign
currency exchange contracts, forward commitments or securities index
put or call options.

5. Make loans, except that the Fund may enter into
repurchase agreements and may lend portfolio securities in

-18-<PAGE>
accordance with the Fund's investment policies. The Fund does not,
for this purpose, consider the purchase of all or a portion of an
issue of publicly distributed bonds, bank loan participation
agreements, bank certificates of deposit, bankers' acceptances,
debentures or other securities, whether or not the purchase is made
upon the original issuance of the securities, to be the making of a
loan.

In applying the industry concentration investment
restriction (no. 2 above), the Fund uses the industry groups used in
the Data Monitor Portfolio Monitoring System of William O'Neil & Co.
Incorporated. Further, in implementing that restriction, the Fund
intends not to invest in any one industry 25% or more of the value of
its total assets at the time of such investment.

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. The Fund may not purchase securities of any company
which, including its predecessors and parents, has a record of less
than three years' continuous operation, if such purchase would cause
the Fund's investments in all such companies taken at cost to exceed
10% of the value of the Fund's total assets.

2. The Fund may not purchase securities on margin from a
broker or dealer, except that the Fund may obtain such short-term
credits as may be necessary for the clearance of transactions, and may
not make short sales of securities, except that the Fund may make
short sales if, at the time of the short sale, the Fund owns or has
the right to acquire an equivalent kind and amount of the security
being sold short at no additional cost (i.e., short sales "against the
box"). This limitation shall not prohibit or restrict the Fund from
entering into futures, forwards and options contracts or from making
margin payments and other deposits in connection therewith.

3. The Fund may not purchase the securities of any other
investment company, except by purchase in the open market involving no
commission or profit to a sponsor or dealer (other than the customary
broker's commission).

4. The Fund may not invest in companies for the purposes
of exercising control of management.

5. The Fund may not purchase any security, including any
repurchase agreement maturing in more than seven days, which is not
readily marketable, if more than 15% of the net assets of the Fund,
taken at market value at the time of purchase would be invested in
such securities.

6. Only for the purpose of hedging, the Fund may purchase
and sell financial futures, forward foreign currency

-19-<PAGE>
exchange contracts and put and call options, but no more than 5% of
the Fund's total net assets at the time of purchase may be invested in
initial margins for financial futures transactions and premiums for
options. The Fund may only write call options that are covered and
only up to 25% of the Fund's total assets.

7. 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.

8. The Fund may not purchase or sell any interest in an
oil, gas or mineral development or exploration program, including
investments in oil, gas or other mineral leases, rights or royalty
contracts (except that the Fund may invest in the securities of
issuers engaged in the foregoing activities).

9. The Fund's investments in warrants valued at the lower
of cost or market may not exceed 5% of the value of the Fund's net
assets. Included within that amount, but not to exceed 2% of the
value of the Fund's net assets, may be warrants that are not listed on
the New York Stock Exchange or American Stock Exchange.

The Trust has undertaken to the State of Texas that the Fund
will not invest in real estate limited partnerships.

The Trust has undertaken to the State of Ohio that the Fund
will prohibit the purchase or retention by the Fund of the securities
of any issuer if the officers, directors or trustees of the Fund, its
advisors, or managers owning beneficially more than 1/2 of 1% of the
securities of an issuer together own beneficially more than 5% of the
securities of that issuer; and that it will prohibit the investment of
more than 15% of the Fund's total assets in the securities of issuers
which together with any predecessors have a record of less than three
years continuous operation or securities of issuers which are
restricted as to disposition.

3. Management of the Funds
-----------------------

The same directors or trustees and most of the same
executive officers serve each of the Funds. They are listed below,
together with information which includes their principal occupations
during the past five years and other principal business affiliations.

* RODNEY L. LINAFELTER, 210 University Boulevard, Suite 900,
Denver, CO 80206, age 36 . President since
November 1994 (formerly, Vice President from October 1990 to
November 1994) , a Portfolio Manager since October
1990 and a Director
____________________

* Interested person (as defined in the Investment Company Act of
1940) of each Fund and of Berger Associates.

-20-<PAGE>
since October 1994 of Berger 100 Fund and Berger
Growth and Income Fund. Trustee and President
of Berger Investment Portfolio Trust since its
inception in August 1993. President and Portfolio
Manager of Berger IPT - 100 Fund and Berger IPT - Growth and
Income Fund and a Trustee of Berger Institutional Products
Trust since its inception in October 1995. Vice
President (since December 1990) and Chief Investment Officer
(since October 1994), Director (since January 1992) and,
formerly, Portfolio Manager (January 1990 to December 1990),
with Berger Associates. Formerly (April 1986 to December
1989), Financial Consultant (registered representative) with
Merrill Lynch, Pierce, Fenner & Smith, Inc.

* WILLIAM R. KEITHLER, 210 University Boulevard, Suite 900, Denver,
CO 80206, age 43. President since November 1994 (formerly,
Vice President from December 1993 to November 1994) and
Portfolio Manager of the Berger Small Company Growth Fund.
President and Portfolio Manager of the Berger IPT
- Small Company Growth Fund of the Berger Institutional
Products Trust since its inception in October 1995.
Since December 1993, Vice President-Investment
Management of Berger Associates. Formerly, Senior Vice
President (January 1993 to December 1993), Vice President
(January 1991 to January 1993) and Portfolio Manager
(January 1988 to January 1991) of INVESCO Trust Company
(investment management).

DENNIS E. BALDWIN, 3481 South Race Street, Englewood, CO 80110,
age 67 . President, Baldwin Financial
Counseling. Formerly (1978-1990), Vice President and Denver
Office Manager of Merrill Lynch Capital Markets. Director
of Berger 100 Fund and Berger Growth and
Income Fund. Trustee of Berger Investment Portfolio
Trust and Berger Institutional Products Trust .

* WILLIAM M. B. BERGER, 210 University Boulevard, Suite 900,
Denver, CO 80206, age 70 . Director and,
formerly, President (1974-1994) of Berger 100 Fund and
Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust since its inception in
August 1993 (Chairman of the Trustees through November
1994). Trustee of Berger Institutional Products Trust
since its inception in October 1995. Chairman (since
1994) and a Director (since 1973) and, formerly, President
(1973-1994) of Berger Associates.

LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, age
70 . President, Climate Engineering, Inc. (building
environmental systems). Director of Berger 100 Fund and
Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust and Berger
Institutional Products Trust .

____________________

* Interested person (as defined in the Investment Company Act of
1940) of each Fund and of Berger Associates.

-21-<PAGE>
KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age
50. President, Cattanach & Associates, Ltd. (investment
consulting firm). Formerly (1981-1988), Executive Vice
President, Captiva Corporation, Denver, Colorado (private
investment management firm). Ph.D. in Finance (Arizona
State University); Chartered Financial
Analyst (CFA). Director of Berger 100 Fund and
Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust and Berger
Institutional Products Trust .

LUCY BLACK CREIGHTON, 1917 Leyden Street, Denver, CO 80220, age
68 . Associate, University College,
University of Denver. Formerly, President of the Colorado
State Board of Land Commissioners (1989-1995), and Vice
President and Economist (1983-1988) and Consulting Economist
(1989) for First Interstate Bank of Denver. Ph.D. in
Economics (Harvard University). Director of Berger 100 Fund
and Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust and Berger
Institutional Products Trust .

PAUL R. KNAPP, 33 North LaSalle Street, Suite 1920, Chicago, IL
60602, age 50 . Since 1991, Director,
Chairman, President and Chief Executive Officer of
Catalyst Institute (international public policy research
organization focused primarily on financial markets and
institutions) and Catalyst Consulting (international
financial institutions business consulting firm). Formerly
(1988-1991), Director, President and Chief Executive Officer
of Kessler Asher Group (brokerage, clearing and trading
firm). Director of Berger 100 Fund and Berger
Growth and Income Fund. Trustee of Berger Investment
Portfolio Trust and Berger Institutional Products
Trust .

HARRY T. LEWIS, JR., 370 17th Street, Suite 5150, Denver, CO
80202, age 62. Self-employed as a private investor.
Formerly (1981-1988), Senior Vice President, Rocky Mountain
Region, of Dain Bosworth Incorporated and member of that
firm's Management Committee. Director of Berger 100 Fund
and Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust and Berger
Institutional Products Trust .

MICHAEL OWEN, 412 Reid Hall, Montana State University, Bozeman,
MT 59717 , age 58. Since 1994, Dean, and
since 1989, a member of the Finance faculty, of the College
of Business, Montana State University. Self-employed as a
financial and management consultant, and in real estate
development. Formerly (1976-1989), Chairman and Chief
Executive Officer of Royal Gold, Inc. (mining). Chairman of
the Board of Berger 100 Fund and Berger Growth and
Income Fund. Chairman of the Trustees of Berger
Investment Portfolio Trust and Berger Institutional
Products Trust .

-22-<PAGE>
WILLIAM SINCLAIRE, 3049 S. Perry Park Road, Sedalia, CO 80135,
age 67 . President, Sinclaire Cattle Co., and
private investor. Director of Berger 100 Fund and
Berger Growth and Income Fund. Trustee of
Berger Investment Portfolio Trust and Berger
Institutional Products Trust .

* KEVIN R. FAY, 210 University Boulevard, Suite 900, Denver,
CO 80206, age 40 . Vice President, Secretary
and Treasurer of Berger 100 Fund and Berger Growth
and Income Fund since October 1991, of Berger
Investment Portfolio Trust since its inception in August
1993 and of Berger Institutional Products Trust since its
inception in October 1995 . Also, Vice President-Finance
and Administration, Secretary and Treasurer of Berger
Associates since September 1991. Formerly, Financial
Consultant (registered representative) with Neidiger Tucker
Bruner, Inc. (broker-dealer) (October 1989 to September
1991) and Financial Consultant with Merrill Lynch, Pierce,
Fenner & Smith, Inc. (October 1985 to October 1989).
____________________

* Interested person (as defined in the Investment Company Act of
1940) of each Fund and of Berger Associates.

DIRECTOR COMPENSATION

The officers of the Funds received no compensation from the Funds
during the fiscal year ended September 30, 1995 .
However, directors and trustees of the Funds who are not interested
persons of Berger Associates are compensated for their services
according to a fee schedule, allocated among the Funds, which includes
an annual fee component and a per meeting fee component. Neither
the officers of the Funds nor the directors or trustees receive any
form of pension or retirement benefit compensation from the Funds.

Set forth below is information regarding compensation
(including reimbursement of expenses) paid or accrued during
the fiscal year ended September 30, 1995 , for each
director of the Berger 100 Fund and Berger Growth and Income
Fund and for each trustee of the Berger Investment Portfolio
Trust.

-23-<PAGE>
<TABLE>
<CAPTION>
NAME AND POSITION AGGREGATE COMPENSATION FROM
WITH BERGER FUNDS
==========================================================================================

BERGER BERGER BERGER ALL
100 GROWTH INVESTMENT BERGER
FUND<F1> AND PORTFOLIO FUNDS
INCOME TRUST<F1>
FUND<F1>

<S> <C> <C> <C> <C>
Rodney L.
Linafelter<F2><F3><F4> $ 0 $ 0 $ 0 $ 0

Dennis E. Baldwin<F3> $34,847 $ 5,936 $ 5,834 $46,617

William M.B.
Berger<F3><F4> $ 0 $ 0 $ 0 $ 0

Louis R. Bindner<F3> $29,739 $ 5,080 $ 4,868 $39,687

Katherine A.
Cattanach<F3> $33,644 $ 5,730 $ 5,626 $45,000

Lucy Black
Creighton<F3> $28,568 $ 4,879 $ 4,685 $38,132

Paul R. Knapp<F3> $38,083 $ 6,483 $ 6,410 $50,976

Harry T. Lewis<F3> $32,539 $ 5,540 $ 5,421 $43,500

Michael Owen<F3> $42,967 $ 7,302 $ 7,275 $57,544

William Sinclaire<F3> $28,653 $ 4,894 $ 4,700 $38,247

<FN>
<F1> Directors who are not interested persons of Berger Associates received as a group directors'
compensation (including reimbursement of expenses) from Berger 100 Fund of approximately
$269,040 , and from Berger Growth and Income Fund of approximately $45,844 , for
the fiscal year ended September 30, 1995 . Those trustees who are not interested persons of Berger
Associates received as a group trustees' compensation (including reimbursement of expenses) from
Berger Investment Portfolio Trust of approximately $44,819 during the same period .

<F2> President of Berger 100 Fund, Berger Growth and Income Fund and Berger Investment Portfolio
Trust.

<F3> Director of Berger 100 Fund and Berger Growth and Income Fund and trustee of Berger Investment
Portfolio Trust.

<F4> Interested person of Berger Associates.
</TABLE>

Commencing in January 1996, directors or trustees may
elect to defer receipt of all or a portion of their fees (both the
annual and per meeting components) pursuant to a fee deferral plan
adopted by each of the Berger 100 Fund, the Berger Growth and Income
Fund and the Berger Investment Portfolio Trust. A Fund's obligation
to make payments of deferred fees under the plan is a general
obligation of the Fund.

-24-<PAGE>
As of October 23, 1995, the officers and
directors/trustees of the Funds as a group owned of record or
beneficially approximately 1.74% of the Berger Small
Company Growth Fund and an aggregate of less than 1% of the
outstanding shares of each of the Berger 100 Fund and the
Berger Growth and Income Fund.

4. Investment Adviser
------------------

Berger Associates is the investment adviser to each Fund.
Rodney L. Linafelter, Vice President and Chief Investment Officer and
a director of Berger Associates, is also President, portfolio manager
and a director of both the Berger 100 Fund and the Berger
Growth and Income Fund, and President and a Trustee of the
Berger Investment Portfolio Trust. William R. Keithler, Vice
President-Investment Management of Berger Associates, is also
President and portfolio manager of the Berger Small Company Growth
Fund. Kevin R. Fay, Vice President-Finance and Administration,
Secretary and Treasurer of Berger Associates, also serves as Vice
President, Secretary and Treasurer of the Berger Funds.

Berger Associates serves as investment adviser to other
mutual funds, pension and profit-sharing plans, and other
institutional and private investors. At times, Berger Associates may
recommend purchases and sales of the same investment securities for
a Fund, other Berger Funds, and for one or more other
investment accounts. In such cases, it will be the practice of Berger
Associates to allocate the purchase and sale transactions among the
participating Berger Funds and the accounts in such manner as
it deems equitable. In making such allocation, the main factors to be
considered are the respective investment objectives of the Berger
Funds and the accounts, the relative size of portfolio holdings of the
same or comparable securities, the current availability of cash for
investment by each of the Berger Funds and each account, the size of
investment commitments generally held by each Berger Fund and each
account, and the opinions of the persons responsible for recommending
investments to the Berger Funds and the accounts.

The officers of Berger Associates are Gerard M. Lavin,
President, 210 University Blvd., Suite 900, Denver, CO 80206;
Rodney L. Linafelter, Vice President and Chief Investment Officer;
William R. Keithler, Vice President-Investment Management; Craig D.
Cloyed, Vice President and Chief Marketing Officer; and Kevin R.
Fay, Vice President-Finance and Administration, Secretary and
Treasurer. The directors of Berger Associates are Mr. Lavin,
Landon H. Rowland, 114 West 11th Street, Kansas City, MO 64105,
and Mr. Linafelter and William M.B. Berger (both of whom also serve as
directors of the Berger 100 Fund and the Berger Growth and
Income Fund and as trustees of the Berger Investment Portfolio
Trust).

Berger Associates permits its directors, officers and
employees to purchase and sell securities for their own accounts in
accordance with a Berger Associates policy regarding personal
investing. The policy requires all directors, officers and

-25-<PAGE>
employees of Berger Associates to conduct their personal securities
transactions in a manner which does not operate adversely to the
interests of the Funds or Berger Associates' other advisory clients.
Directors and officers of Berger Associates (including
those who also serve as directors or trustees of the Funds),
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.

In addition to the pre-clearance requirements described
above, the policy subjects directors and officers of Berger Associates
(including those who also serve as directors or trustees of the
Funds), investment personnel and other access persons to various
trading restrictions and reporting obligations. All reportable
transactions are reviewed for compliance with Berger Associates'
policy. Those persons also may be required under certain
circumstances to forfeit their profits made from personal trading.
The policy is administered by Berger Associates and the provisions of
the policy are subject to interpretation by and exceptions authorized
by its board of directors.

Each Fund's current Investment Advisory Agreement with
Berger Associates came into effect on October 14, 1994, and will
continue in effect until the last day of April, 1996, and thereafter
from year to year if such continuation is specifically approved at
least annually by the directors or 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 directors or trustees who are not "interested persons"
(as that term is defined in the 1940 Act) of the Fund or Berger
Associates. Each Agreement is subject to termination by the Fund or
Berger Associates on 60 days' written notice, and terminates
automatically in the event of its assignment.

Kansas City Southern Industries, Inc. ("KCSI") owns
approximately 80% of the outstanding shares of Berger Associates.
KCSI is a publicly traded holding company whose primary subsidiaries
are engaged in transportation services and financial asset
management. KCSI also owns approximately 41% of the
outstanding shares of DST Systems, Inc. ("DST"), a
publicly traded information and transaction processing company which
acts as the Funds' sub-transfer agent.

5. Expenses of the Funds
---------------------

Under their Investment Advisory Agreements, the Berger 100
Fund and the Berger Growth and Income Fund have each
agreed to compensate Berger Associates for its investment advisory

-26-<PAGE>
services to the Fund by the payment of a fee at the annual rate of .75
of 1% (0.75%) of the average daily net assets of the Fund. The fee is
accrued daily and payable monthly. This fee may be higher than that
paid by most other mutual funds.

The investment advisory fee paid by the Berger 100 Fund and
the Berger Growth and Income Fund to Berger Associates
was changed with shareholder approval on October 14, 1994. The
advisory fees paid by the Berger 100 Fund and the
Berger Growth and Income Fund to Berger Associates
for the last fiscal year and under the prior fee structure for
the previous two fiscal years are shown in the schedule
in this Section 5.

Under the Investment Advisory Agreement for Berger Small
Company Growth Fund, Berger Associates is compensated for its
investment advisory services to the Fund by the payment of a fee at
the annual rate of .9 of 1% (0.90%) of the average
daily net assets of the Berger Small Company Growth Fund. The fee is
accrued daily and payable monthly. This fee is higher than that paid
by most other mutual funds.

Each Fund pays all of its expenses not assumed by Berger
Associates, including, but not limited to, investment adviser fees,
custodian and transfer agent fees, legal and accounting expenses,
administrative and record keeping expenses, interest charges, federal
and state taxes, costs of stock certificates, expenses of
shareholders' meetings, compensation of directors or trustees who are
not interested persons of Berger Associates, expenses of printing and
distributing reports to shareholders and federal and state
administrative agencies, and all expenses incurred in connection with
the execution of its portfolio transactions, including brokerage
commissions on purchases and sales of portfolio securities, which are
considered a cost of securities of each Fund. Each 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 of the Fund.

Each 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 Associates of a 12b-1 fee of .25 of 1%
(0.25%) per annum of the Fund's average daily net assets to finance
activities primarily intended to result in the sale of Fund shares.
The expenses paid by Berger Associates include the costs of preparing,
printing and mailing prospectuses to other than existing shareholders,
as well as promotional expenses directed at increasing the sale of
Fund shares.

The current 12b-1 Plans for the Berger 100 Fund and the
Berger Growth and Income Fund came into effect with
shareholder approval on October 14, 1994. The amounts paid
pursuant to the Plans for the fiscal year ended September 30,
1995, totalled $5,710,480 for the Berger 100 Fund, $972,858
for the Berger Growth

-27-<PAGE>
and Income Fund and $892,107 for the Berger Small Company Growth
Fund. All such amounts were paid to Berger Associates under
the Plans. A further discussion of the Plans is contained in
Section 8 of the Prospectus, and is incorporated herein by this
reference.

Each of the Funds has appointed Investors Fiduciary Trust
Company ("IFTC") as its recordkeeping and pricing agent. In addition,
IFTC also serves as the Funds' custodian, transfer agent and dividend
disbursing agent. IFTC has engaged DST as sub-agent to provide
transfer agency and dividend disbursing services for the Funds. As
noted in the previous section, approximately 41% of the
outstanding shares of DST are owned by KCSI. The addresses and
telephone numbers for DST set forth in the Prospectus and this
Statement of Additional Information should be used for correspondence
with the transfer agent.

As recordkeeping and pricing agent, IFTC calculates the
daily net asset value of each of the Funds and performs certain
accounting and recordkeeping functions required by the Funds. The
Funds pay IFTC a monthly base fee of $500 each plus an asset-based fee
at an annual rate of $.10 per $1,000 of the
Fund's assets (minimum monthly asset fee of $750 per
Fund). IFTC is also reimbursed for certain out-of-pocket expenses.

IFTC, as custodian, and its subcustodians have custody and
provide for the safekeeping of the Funds' securities and cash, and
receive and remit the income thereon as directed by the management of
the Funds. The custodian and subcustodians do not perform any
managerial or policy-making functions for the Funds. For its services
as custodian, IFTC receives a fee, payable monthly, at an annual rate
ranging from $.05 to $.10 per $1,000 of assets, based on
the assets of all funds in the Berger Funds complex under custody,
plus an additional $.50 to $4.50 per $1,000 of Fund assets under
custody for foreign securities , plus certain
transaction fees and out-of-pocket expenses.

As transfer agent and dividend disbursing agent, IFTC
(through DST, as sub-agent) maintains all shareholder accounts of
record; assists in mailing all reports, proxies and other information
to the Funds' shareholders; calculates the amount of, and
delivers to the Funds' shareholders, proceeds
representing all dividends and distributions; and performs other
related services. For these services, IFTC receives a fee from the
Funds at an annual rate of $15.05 per open Fund
shareholder account, subject to scheduled increases, plus certain
transaction fees and fees for closed accounts, and is reimbursed for
out-of-pocket expenses, which fees in turn are passed through to DST
as sub-agent.

All of IFTC's fees are subject to reduction pursuant to an
agreed formula for certain earnings credits on the cash balances of
the Funds . The following table shows gross fees, earnings
credits and net fees paid to IFTC for the fiscal year ended
September 30, 1995, for each of the Funds.

-28-<PAGE>

BERGER 100 FUND BERGER GROWTH BERGER SMALL
AND INCOME FUND COMPANY
GROWTH FUND

Gross fees
payable to
IFTC $4,970,590 $1,084,041 $1,335,107

Earnings
credits
received
from IFTC $ 247,543 $ 57,096 $ 76,422

Net fees
paid to IFTC $4,723,047 $1,026,945 $1,258,685

The directors or trustees of each of the Funds have
authorized Berger Associates to place portfolio transactions on an
agency basis through DST Securities, Inc., a wholly-owned broker-
dealer subsidiary of DST ("DSTS"). When transactions for a Fund are
effected through DSTS, the portion of the commissions received by it
are credited against, and thereby reduce, certain operating expenses
that the Fund would otherwise be obligated to pay. No portion of the
commissions is retained by DSTS. See Section 6 Brokerage Policy for
further information concerning the expenses reduced as a result of
these arrangements.

The Funds and Berger Associates have entered into
arrangements with certain organizations (broker-dealers, recordkeepers
and administrators) to provide subtransfer agency, recordkeeping,
shareholder communications , subaccounting and/or other
services to investors purchasing shares of the Funds through
investment programs or pension plans established or
serviced by those organizations. The Funds and/or Berger Associates
may pay fees to these organizations for their services. Any such fees
paid by a Fund will be for services that otherwise would be provided
or paid for by the Fund if all the investors who own Fund shares
through the organization were registered
record holders of shares in the Fund.

In addition, under a separate Administrative Services
Agreement with respect to each Fund, Berger Associates performs
certain administrative and recordkeeping services not otherwise
performed by IFTC, including the preparation of financial statements
and reports to be filed with the Securities and Exchange Commission
and state regulatory authorities. Each Fund pays Berger Associates a
fee at an annual rate of one one-hundredth of one percent (0.01%) of
its average daily net assets for such services. Those fees are in
addition to the investment advisory fees paid under the Investment
Advisory Agreement. The administrative services fees may be changed
by the directors or trustees without shareholder approval.

-29-<PAGE>
Whenever in any fiscal year the total cost to a Fund of
normal operating expenses chargeable to its income account, including
the fee payable to Berger Associates for investment advisory services,
but excluding the 12b-1 fee, brokerage commissions, interest, taxes
and other extraordinary expenses, exceeds the most restrictive expense
limitation imposed by any applicable state law, Berger Associates has
agreed to reimburse to the Fund an amount equal to that excess. The
Funds believe that the most restrictive limitation applicable to the
Funds is 2-1/2% of the first $30,000,000 of average daily net assets,
plus 2% of the next $70,000,000, plus 1-1/2% of the balance of the
average daily net assets of the Fund for that fiscal year.

The following tables show the cost to each Fund of the
previously applicable advisory fee and the fees for the administrative
services for certain periods, the amounts reimbursed to each Fund on
account of excess expenses under the then applicable expense
limitation, and the percentage of average daily net asset value of the
respective Fund that those represent.

Berger 100 Fund
---------------

Adminis-
Fiscal Year trative Expense Percent of
Ended Advisory Service Reim- Average
September 30, Fee Fee bursement* Total Net Assets
- ------------- -------- -------- ------------ ---------- ----------

1993 $ 4,547,903 $ 87,833 $ 0 $ 4,635,736 0.53%
1994 9,168,916 180,239 0 9,349,155 0.52%
1995 15,753,914 212,623 0 15,966,537 0.75%

Berger Growth and Income Fund
-----------------------------

Adminis-
Fiscal Year trative Expense Percent of
Ended Advisory Service Reim- Average
September 30, Fee Fee* bursement* Total Net Assets
- ------------- -------- -------- ------------ ---------- ----------

1993 $ 431,105 $ 5,900 $ (65,094) $ 371,911 0.63%
1994 1,525,695 27,388 (154,669) 1,398,414 0.51%
1995 2,680,832 36,143 0 2,716,975 0.75%

Berger Small Company Growth Fund
--------------------------------

1994** $ 760,561 $ 8,444 $ 0 $ 769,005 0.91%
1995 3,211,591 35,692 0 3,247,283 0.91%

-30-<PAGE>
____________________

* Under the Investment Advisory Agreement in effect until
October 14, 1994, Berger Associates reimbursed the Berger 100 Fund and
the Berger Growth and Income Fund to the extent that the
Fund's normal operating expenses (exclusive of brokerage commissions,
12b-1 fees, interest and taxes) exceeded 2% of the first $10,000,000,
1-1/2% of the next $20,000,000 and 1% of the balance of the Fund's
average daily net assets for its fiscal year.

** Covers period from December 30, 1993 (date operations
commenced) through the end of the Fund's first fiscal year on
September 30, 1994.

6. Brokerage Policy
----------------

Although each Fund retains full control over its own
investment policies, under the terms of its Investment Advisory
Agreement, Berger Associates is directed to place the portfolio
transactions of the Fund. Berger Associates is required to report on
the placement of brokerage business to the directors or trustees of
each 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 Funds during the past three fiscal
years were as follows:

Berger Growth Berger Small
Fiscal Years Berger 100 and Income Company Growth
Ended Fund Brokerage Fund Brokerage Fund Brokerage
September 30, Commissions Commissions Commissions
- ------------- -------------- -------------- --------------

1993 $1,014,762 $106,174 $ N/A
1994 2,273,517 406,885 233,121*
1995 4,588,858 753,905 486,617

__________________

* Covers period from December 30, 1993 (date operations commenced)
through the end of the Fund's first fiscal year on September 30, 1994.

The Investment Advisory Agreement that each Fund has with
Berger Associates authorizes and directs Berger Associates to place
portfolio transactions for the Fund only with brokers and dealers who
render satisfactory service in the execution of orders at the most
favorable prices and at reasonable commission rates. However, each
Agreement specifically authorizes Berger Associates to place such
transactions with a broker with whom it has negotiated a commission
that is in excess of the commission another broker or dealer would
have charged for effecting that transaction if Berger Associates
determines in good faith that such amount of commission was reasonable
in relation to the value of the brokerage and

-31-<PAGE>
research services provided by such broker or dealer viewed in terms of
either that particular transaction or the overall responsibilities of
Berger Associates.

In accordance with this provision of the Agreement, Berger
Associates places portfolio brokerage business of each Fund with
brokers who provide useful research services to Berger Associates.
Such research services typically consist of studies made by investment
analysts or economists relating either to the past record of and
future outlook for companies and the industries in which they operate,
or to national and worldwide economic conditions, monetary conditions
and trends in investors' sentiment, and the relationship of these
factors to the securities market. In addition, such analysts may be
available for regular consultation so that Berger Associates may be
apprised of current developments in the above-mentioned factors.
During the fiscal year ended September 30,
1995, $498,712, $147,895 and $11,471 of the brokerage commissions
paid by the Berger 100 Fund, the Berger Growth and Income Fund and the
Berger Small Company Growth Fund, respectively, were paid to
brokers who agreed to provide to the Fund selected research services
prepared by the broker or subscribed or paid for by the broker on
behalf of the Fund. Those services included a service used by
the independent directors or trustees of the Funds in reviewing
the Investment Advisory Agreements.

The research services received from brokers are often
helpful to Berger Associates in performing its investment advisory
responsibilities to the Funds, but they are not essential, and the
availability of such services from brokers does not reduce the respon-
sibility of Berger Associates' advisory personnel to analyze and
evaluate the securities in which the Funds invest. The research
services obtained as a result of the Funds' brokerage business also
will be useful to Berger Associates in making investment decisions for
its other advisory accounts, and, conversely, information obtained by
reason of placement of brokerage business of such other accounts may
be used by Berger Associates in rendering investment advice to the
Funds. Although such research services may be deemed to be of value
to Berger Associates, they are not expected to decrease the expenses
that Berger Associates would otherwise incur in performing its
investment advisory services for the Funds nor will the advisory fees
that are received by Berger Associates from the Funds be reduced as a
result of the availability of such research services from brokers.

Although investment decisions for each of the Funds are made
independently from those for other investment advisory clients of
Berger Associates, the same investment decision may be made for both a
Fund and one or more other advisory clients, including other mutual
funds advised by Berger Associates. If any of the Funds and other
clients of Berger Associates should purchase or sell the same class of
securities on the same day, the orders for such transactions may be
combined in order to seek the best combination of net price and
execution for each. In such event, the amount and

-32-<PAGE>
net price of the transactions would be allocated in a manner
considered equitable to the Fund and each such other client.

Commencing in July 1995, the directors or trustees of
each of the Funds authorized Berger Associates to place portfolio
transactions on an agency basis through DSTS, a wholly-owned broker-
dealer subsidiary of DST. When transactions for a Fund are effected
through DSTS, the portion of the commissions received by DSTS are
credited against, and thereby reduce, certain operating expenses that
the Fund would otherwise be obligated to pay. No portion of the
commissions is retained by DSTS.

Included in the brokerage commissions paid by the Funds
during the fiscal year ended September 30, 1995, as stated in the
preceding table, are the following amounts paid to DSTS, which served
to reduce each Fund's out-of-pocket expenses as follows:

Commissions Paid Reduction in
Through DSTS (1) Expenses (1)

Berger 100 Fund $13,446 (2) $10,084

Berger Growth and $ 0 $ 0
Income Fund

Berger Small $ 0 $ 0
Company Growth Fund

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

(2) Constitutes less than 1% of the aggregate brokerage commissions
paid by the Berger 100 Fund and less than 1% of the aggregate dollar
amount of transactions placed by the Berger 100 Fund.

7. How To Purchase Shares In the Funds
-----------------------------------

Minimum Initial Investment $500.00
Minimum Subsequent Investment $ 50.00

To purchase shares in any of the Funds,
simply complete the application form
enclosed with the Prospectus. Then mail it with
a check payable to "Berger Funds" to the Funds in care of
DST Systems, Inc., the Funds' sub-transfer agent, as follows:

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

-33-<PAGE>
If a shareholder is adding to an existing account,
shares may also be purchased by placing an order by telephone
call to the Funds at 1-800-551-5849, and remitting payment to DST
Systems, Inc. In order to make sure that payment for telephone
purchases is received on time, shareholders are encouraged to remit
payment by wire or electronic funds transfer, or
by overnight delivery.

Alternatively, investors may establish an Automatic
Investment Plan, in which case the $500 minimum initial investment
will be waived, subject to initial and subsequent monthly investment
minimums of $50.

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
fee for their services, may require different minimum initial and
subsequent investments than the Funds and may impose other charges or
restrictions different from those applicable to shareholders who
invest in the Funds directly. Fees charged by these organizations
will have the effect of reducing a shareholder's total return on an
investment in Fund shares. No such charge will be paid by an investor
who purchases the Fund shares directly from the Fund as described
above.

8. How The Net Asset Value Is Determined
-------------------------------------

The net asset value of each Fund is determined once daily,
at the close of the regular trading session of the New York Stock
Exchange ("NYSE") (normally 4:00 p.m., New York time, Monday through
Friday) each day that the NYSE is open. The NYSE is closed and the
net asset value of the Funds is not determined on weekends and on New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day each year. The per
share net asset value of each Fund is determined by dividing the total
value of its securities and other assets, less liabilities, by the
total number of shares outstanding.

In determining net asset value, securities listed or traded
primarily on national exchanges, The Nasdaq Stock Market and foreign
exchanges are valued at the last sale price on such markets, or, if
such a price is lacking for the trading period immediately preceding
the time of determination, such securities are valued at the mean of
their current bid and asked prices. Securities that are traded in the
over-the-counter market are valued at the mean between their current
bid and asked prices. Foreign securities and currencies are converted
to U.S. dollars using the exchange rate in effect shortly before the
close of the NYSE. The market value of individual securities held by
each 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

-34-<PAGE>
valued on the amortized cost basis, which approximates market value.
Securities and assets for which quotations are not readily available
are valued at fair values determined in good faith pursuant to
consistently applied procedures established by the directors or
trustees.

9. Income Dividends, Capital Gains
Distributions and Tax Treatment
-------------------------------

It is the policy of each Fund to meet the requirements of
Subchapter M of the Internal Revenue Code and to distribute to its
investors all or substantially all of its taxable income as defined in
the Code. Each of the Funds met the requirements for the
last fiscal year end, and intends to meet them in the future.
If the Funds meet the Subchapter M requirements, they are not liable
for federal income taxes to the extent their earnings are distributed.
Qualification as a regulated investment company under the Internal
Revenue Code does not, however, involve any federal supervision of
management or of the investment practices or policies of the Funds.
If a Fund distributes annually less than 98% of its income and
gain, it will be subject to a nondeductible excise tax equal
to 4% of the shortfall .

Advice as to the tax status of each year's dividends and
distributions will be mailed annually to the shareholders of each
Fund. Dividends paid by a Fund from net investment income and
distributions from the Fund's net short-term capital gains in excess
of any net long-term capital losses, whether received in cash or
reinvested, generally will be taxable as ordinary income.
Distributions received from a Fund designated as long-term capital
gains (net of capital losses), whether received in cash or reinvested,
will be taxable as long-term capital gains without regard to the
length of time a shareholder has owned shares in the Fund. Any loss
on the sale or exchange of a Fund's shares held for six months or less
will be treated as a long-term capital loss to the extent of any long-
term capital gain distribution received on the shares. A portion of
the dividends (but not capital gains distributions) paid by a Fund may
be eligible for the dividends received deduction for corporate
shareholders to the extent that the Fund's income consists of
dividends paid by United States corporations. If a shareholder is not
subject to federal income tax, the shareholder will not generally be
taxed on amounts distributed by a Fund.

At certain levels of taxable income, the Internal Revenue
Code provides a preferential tax rate for long-term capital gains.
Long-term capital gains of taxpayers other than corporations are

-35-<PAGE>
taxed at a 28 percent maximum rate, whereas ordinary income is taxed
at a 39.6 percent maximum rate. Capital losses continue to be
deductible only against capital gains plus (in the case of taxpayers
other than corporations) $3,000 of ordinary income annually ($1,500
for married individuals filing separately).

10. Suspension of Redemption Rights
-------------------------------

The right of redemption may be suspended for any period
during which the New York Stock Exchange is closed or the Securities
and Exchange Commission determines that trading on the Exchange is
restricted, or when there is an emergency as determined by the
Securities and Exchange Commission as a result of which it is not
reasonably practicable for a Fund to dispose of securities owned by it
or to determine the value of its net assets, or for such other period
as the Securities and Exchange Commission may by order permit for the
protection of shareholders of a Fund.

Each 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. Each Fund has, however, elected to be
governed by Rule 18f-1 under the Investment Company Act of 1940
pursuant to which the Fund is obligated to redeem shares solely in
cash up to the lesser of $250,000 or 1% of the net assets of the Fund
during any 90-day period for any one shareholder. Should redemptions
by any shareholder during any 90-day period exceed such limitation,
the Fund will have the option of redeeming the excess in cash or in
kind. If shares are redeemed in kind, the redeeming shareholder might
incur brokerage costs in converting the assets to cash. The method of
valuing securities used to make redemption in kind will be the same as
the method of valuing portfolio securities described under Section 8.

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

The Funds offer a Profit-Sharing Plan, a Money Purchase
Pension Plan, an Individual Retirement Account and a 403(b) Custodial
Account for adoption by employers and individuals who wish to
participate in such Plans by accumulating shares of any of the Funds
with tax-deductible dollars.

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 Funds. All income and capital gains in the Plans
are tax free until withdrawn. The amounts that are deductible depend
upon the type of Plan or Plans adopted.

If you, as an employer, self-employed person or partnership,
adopt the Profit-Sharing Plan, you may vary the amount of your
contributions from year to year and may elect to make no

-36-<PAGE>
contribution at all for some years. If you adopt the Money Purchase
Pension Plan, you must commit yourself to make a contribution each
year according to a formula in the Plan that is based upon your and
your employees' compensation or earned income. By adopting both the
Profit-Sharing and the Money Purchase Pension Plan, you can increase
the amount of contributions that you may deduct in any one year.

If you wish to purchase shares of any 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 Funds. IFTC serves as trustee of
the Plan, for which it charges an annual trustee's fee of $12 for each
Fund or Cash Account Trust Money Portfolio (discussed below) in
which the participant's account is invested. Contributions under the
Plans are invested exclusively in shares of the Funds 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. Except for required distributions after age 70 1/2,
periodic distributions over more than 10 years and the distribution of
any after-tax contributions, distributions are subject to 20% federal
income tax withholding unless those distributions are rolled directly
to another qualified plan or an individual retirement account (IRA).
Participants may not be able to receive distributions immediately upon
request because of certain requirements under federal tax law. Since
distributions which do not satisfy these requirements can result in
adverse tax consequences, consultation with an attorney or tax
advisor regarding the Plans is recommended.

In order to receive the necessary materials to create a
Profit-Sharing or Money Purchase Pension Plan, please write to the
Funds, c/o Berger Associates, Inc., P.O. Box 5005, Denver, Colorado
80217, or call 1-800-333-1001.

Individual Retirement Account (IRA)
- -----------------------------------

If you are an individual with compensation or earned income,
whether or not you are actively participating in an existing qualified
retirement plan, you can provide for your own retirement by adopting
an IRA. Under an IRA, you can contribute each year up to the lesser
of 100% of your compensation or $2,000. If you have a nonemployed
spouse (or if your spouse elects to be treated as having no
compensation), you may make contributions totaling up to $2,250 to two
IRAs. If neither you nor your spouse are covered by an existing
qualified retirement plan, or if your income does not exceed certain
amounts, the amounts contributed to your IRA can be deducted for
federal income tax purposes whether or

-37-<PAGE>
not your deductions are itemized. If you or your spouse are covered
by an existing qualified retirement plan, and your income exceeds the
applicable amounts, your IRA contributions are not deductible for
federal income tax purposes. However, whether your contributions are
deductible or not, the income and capital gains on your IRA are not
taxed until the account is distributed.

If you wish to create an IRA to invest in shares of any
Fund, you may use the Fund's IRA custodial agreement form which
is an adaptation of the form provided by the Internal Revenue Service.
Under the IRA custodial agreement, IFTC will serve as custodian, for
which it will charge an annual custodian fee of $12 per Fund or
Cash Account Trust Money Market Portfolio in which the IRA is
invested.

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

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

403(b) Custodial Accounts
- -------------------------

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

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

Withdrawals from your 403(b) Custodial Agreement may begin
as soon as you reach age 59-1/2 and must begin no later than April 1
of the year following the calendar year in which you attain age
70 1/2. 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

-38-<PAGE>
distributions are rolled directly to another 403(b) account or annuity
or an individual retirement account (IRA). You may not be able to
receive distributions immediately upon request because of certain
notice requirements under federal tax law. Since distributions which
do not satisfy these requirements can result in adverse tax
consequences, consultation with an attorney or tax advisor
regarding the 403(b) Custodial Account is recommended.

Individuals who wish to purchase shares of 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 of $12 per Fund in which the
participant's account is invested.

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

12. Exchange Privilege and Systematic Withdrawal Plan
-------------------------------------------------

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

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

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

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

-39-<PAGE>
Any shareholder may exchange any or all of the shareholder's
shares in any of the Funds for shares of any of
the other Funds or for shares of the Money Market
Portfolio, the Government Securities Portfolio or the Tax-Exempt
Portfolio of the Cash Account Trust ("CAT Portfolios"), separately
managed, unaffiliated money market funds, without charge, after
receiving a current prospectus of the other Fund or CAT
Portfolio. The exchange privilege with the CAT Portfolios does
not constitute an offering or recommendation of the shares of
any such CAT Portfolio by any of the Funds or
Berger Associates. Exchanges into or out of the Funds are made at the
net asset value per share next determined after the exchange request
is received. Each exchange represents the sale of shares from one
fund and the purchase of shares in another, which may produce a gain
or loss for federal income tax purposes. An exchange of shares may be
made by written request directed to DST Systems, Inc., or simply by
telephoning the Berger Funds at 1-800-551-5849. This privilege is
revocable by any of the Funds, and is not available in any state in
which the shares of the Fund or CAT Portfolio being acquired in the
exchange are not registered for sale. Shareholders automatically
have telephone privileges to authorize exchanges unless they
specifically decline this service in the account application or in
writing.

13. Performance Information
-----------------------

The Prospectus contains a brief description of how total
return is calculated.

Quotations of average annual total return for the Funds will
be expressed in terms of the average annual compounded rate of return
of a hypothetical investment in the Fund over periods of 1, 5 and
10 years. 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.

For the one, five and ten year periods ending September 30,
1995, and for the period from September 30, 1974
(immediately prior to Berger Associates assuming the duties as the
investment adviser for those Funds) through September 30, 1995,
the average annual total returns were 18.4%, 25.8%, 20.4%
and 15.3%, respectively, for the Berger 100 Fund , and
14.1%, 20.5%, 13.3% and 13.7%, respectively, for the
Berger Growth and Income Fund. Since the 12b-1
fees for the Berger 100 Fund and the Berger Growth and Income
Fund did not take effect until June 19, 1990, the foregoing
performance figures do not reflect the deduction of the 12b-1 fees for
the full length of the ten-year and longer periods.

-40-<PAGE>
For the Berger Small Company Growth Fund,
the average annual total return was 31.9% for the one-year period
ending September 30, 1995, and 23.4% for the period December 30, 1993
(date operations commenced) through September 30, 1995.

14. Additional Information
----------------------

The Berger 100 Fund and Berger Growth and
Income Fund are separate corporations which were incorporated
under the laws of the State of Maryland on March 10, 1966, as "The One
Hundred Fund, Inc." and "The One Hundred and One Fund, Inc.",
respectively. The names "Berger One Hundred Fund[R]", "Berger
100 Fund[R]", "Berger One Hundred and One Fund[R]" and "Berger 101
Fund[R]" were adopted by the respective Funds as service
marks and trade names in November 1989. In 1990, the shareholders
of the Berger Growth and Income Fund approved changing its formal
corporate name to "Berger One Hundred and One Fund, Inc." and the Fund
began doing business under the trade name "Berger Growth and Income
Fund, Inc." in January 1996.

Berger Small Company Growth Fund is a separate portfolio
established under the Berger Investment Portfolio Trust, a Delaware
business trust organized under the Delaware Business Trust Act on
August 23, 1993. The name "Berger Small Company Growth Fund[R]"
was registered as a service mark in September 1995. Under
Delaware law, shareholders of the Trust will enjoy the same
limitations on personal liability as extended to stockholders of a
Delaware corporation. Further, the Trust Instrument of the Trust
provides that no shareholder shall be personally liable for the debts,
liabilities, obligations and expenses incurred by, contracted for or
otherwise existing with respect to, the Trust or any particular series
(fund) of the Trust. However, the principles of law governing the
limitations of liability of beneficiaries of a business trust have not
been authoritatively established as to business trusts organized under
the laws of one jurisdiction but operating or owning property in other
jurisdictions. In states that have adopted legislation containing
provisions comparable to the Delaware Business Trust Act, it is
believed that the limitation of liability of beneficial owners
provided by Delaware law should be respected. In those jurisdictions
that have not adopted similar legislative provisions, it is possible
that a court might hold that the shareholders of the Trust are not
entitled to the limitations of liability set forth in Delaware law or
the Trust Instrument and, accordingly, that they may be personally
liable for the obligations of the Trust.

In order to protect shareholders from such potential
liability, the Trust Instrument requires that every written obligation
of the Trust or any series thereof contain a statement to the effect
that such obligation may only be enforced against the assets of the
Trust or such series. The Trust Instrument also provides for
indemnification from the assets of the relevant series for all losses
and expenses incurred by any shareholder by reason of being or having
been a shareholder, and that the Trust shall, upon request, assume the
defense of any such claim made against

-41-<PAGE>
such shareholder for any act or obligation of the relevant series and
satisfy any judgment thereon from the assets of that series.

As a result, the risk of a Berger Small Company Growth Fund
shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Fund itself would
be unable to meet its obligations. The Trust believes that, in view
of the above, the risk of personal liability to shareholders of the
Fund is remote. The trustees intend to conduct the operations of the
Trust and the Fund so as to avoid, to the extent possible, liability
of shareholders for liabilities of the Trust or the Fund.

Shares of the Funds have no preemptive rights, and since
each Fund has only one class of securities there are no sinking funds
or arrearage provisions which may affect the rights of the Fund
shares. Fund shares have no conversion or subscription rights.
Shares of the Funds may be transferred by endorsement, or other
customary methods, but none of the Funds is bound to recognize any
transfer until it is recorded on its books.

Insofar as the management of the Funds is aware, as of
October 23, 1995, no person owned, beneficially or of
record, more than 5% of the outstanding shares of any of the Funds,
except for Charles Schwab & Co. Inc. ("Schwab"), 101 Montgomery
Street, San Francisco, California 94104, which owned of record
28.89%, 31.53% and 28.11% of the outstanding shares of the
Berger 100 Fund, the Berger Growth and Income Fund and
the Berger Small Company Growth Fund, respectively, and National
Financial Services Corporation ("Fidelity"), 82 Devonshire Street,
R20A, Boston, MA 02109, which owned of record 5.20% and
10.15% of the outstanding shares of the Berger Growth
and Income Fund and the Berger Small Company Growth Fund,
respectively. According to information provided by Schwab and
Fidelity, Schwab and Fidelity hold such shares as nominee for the
beneficial owners of such shares (none of whom own more than 5% of any
of the Fund's outstanding shares), and with respect to such shares,
Schwab and Fidelity have no investment discretion and, as nominee
holders, only limited discretionary voting power.

Davis, Graham & Stubbs, L.L.C., 370 Seventeenth Street,
Denver, Colorado, has passed on legal matters relating to this
offering as counsel for each Fund.

Price Waterhouse LLP, 950 Seventeenth Street,
Denver, Colorado, acted as independent accountants for each
Fund for the fiscal year ended September 30, 1995 .

The Berger 100 Fund, the Berger Growth and
Income Fund and the Berger Investment Portfolio Trust have each
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 Berger 100 Fund, the
Berger Growth and Income Fund and the Berger Small
Company Growth

-42-<PAGE>
Fund, respectively, of which this Statement of
Additional Information is a part . If further
information is desired with respect to any of the Funds or such
securities, reference is made to the Registration Statements and the
exhibits filed as a part thereof.

Financial Statements
- --------------------

The statement of assets and liabilities, including
the schedule of investments, and the related statements of operations
and of changes in net assets and the financial highlights for the
Funds for the fiscal year ended September 30, 1995, and
in each case the Report of Independent Accountants thereon dated
October 27, 1995, are incorporated by reference into this Statement of
Additional Information from the Annual Report to Shareholders dated
September 30, 1995, for each of the Funds. A copy of the 1995 Annual
Report for each of the Funds is enclosed with this Statement of
Additional Information.

The report of the Funds' prior independent accountants,
dated October 28, 1994, to the extent it covers the statement of
changes in net assets for each of the Funds for the year ended
September 30, 1994, and the financial highlights for each of
the Funds for the four years ended September 30, 1994,
is incorporated by reference into this Statement of Additional
Information from the Annual Report to Shareholders dated September 30,
1994, for each of the Funds. A copy of the 1994 Annual
Report for each of the Funds may be obtained upon request without
charge by calling the Funds at 1-800-333-1001.

-43-<PAGE>
APPENDIX A

HIGH-YIELD/HIGH RISK CONVERTIBLE BONDS

The Funds may purchase securities which are convertible into
common stock when the Funds' management believes they offer the
potential for a higher total return than nonconvertible securities.
While fixed income securities generally have a priority claim on a
corporation's assets over that of common stock, some of the
convertible securities which the Funds 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 a Fund or a decline in the market value of the
securities. Convertible securities often display a degree of market
price volatility that is comparable to common stocks.

Specifically, corporate debt securities which are below
investment grade (securities rated Ba or lower by Moody's or BB or
lower by Standard & Poor's) and unrated securities which a Fund may
purchase and hold are subject to a higher risk of non-payment of
principal or interest, or both, than higher grade debt securities.
Generally speaking, the lower the quality of a debt security (which
may be reflected in its Moody's and/or Standard & Poor's ratings), the
higher the yield it will provide, but the greater the risk that
interest or principal payments will not be made when due. Thus, the
lower the grade of a security, the more speculative characteristics it
generally has. Information about the ratings of Moody's and Standard
& Poor's, and the investment risks associated with the various
ratings, is set forth below.

The market prices of these lower grade convertible securities are
generally less sensitive to interest rate changes than higher-rated
investments, but more sensitive to economic changes or individual
corporate developments. Periods of economic uncertainty and change
can be expected to result in volatility of prices of these securities.
Lower rated securities also may have less liquid markets than higher
rated securities, and their liquidity as well as their value may be
adversely affected by poor economic conditions. Adverse publicity and
investor perceptions as well as new or proposed laws may also have a
negative impact on the market for high-yield/high-risk bonds.

CORPORATE BOND RATINGS

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

-44-<PAGE>
KEY TO MOODY'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

-45-<PAGE>
C-Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of
ever attaining any real investment standing.

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

KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

-46-

<PAGE>
PART C. OTHER INFORMATION
-----------------

Item 24. Financial Statements and Exhibits:
- -------- ---------------------------------

(a) Financial Statements.
--------------------

In Part A of the Registration Statement (Prospectus):

1. Financial Highlights for the periods
indicated .

Incorporated from the Fund's Annual Report dated
September 30, 1995 , into Part B of the
Registration Statement (Statement of Additional
Information):

1. Report of the Independent Accountants,
dated October 27, 1995

2. Statement of Assets and Liabilities as of September 30,
1995

3. Schedule of Investments as of September 30,
1995

4. Statement of Operations for the Year
Ended September 30, 1995

5. Statement of Changes in Net Assets for the
Years Ended September 30, 1995 and
1994

6. Notes to Financial Statements, September 30,
1995

7. Financial Highlights for the periods
indicated.

In Part C of the Registration Statement:

None.

(b) Exhibits.
--------

(1) Exhibit 1. Trust Instrument
(1) Exhibit 2. Bylaws
Exhibit 3. Not Applicable
Exhibit 4. Not Applicable
(3) Exhibit 5. Form of Investment Advisory Agreement
Exhibit 6. Not Applicable
Exhibit 7. Not Applicable

* Exhibit 8. Form of Custody Agreement
(5) Exhibit 9.1 New Account Application
(1) Exhibit 9.2 Form of Administrative Services Agreement
(2) Exhibit 9.3 Form of Recordkeeping and Pricing Agent
Agreement
(2) Exhibit 9.4 Form of Agency Agreement
(4) Exhibit 9.5 Services Agreement between Berger Associates,
Inc., Charles Schwab & Co., Inc. and Berger
Investment Portfolio

C-1<PAGE>
Trust on behalf of Berger Small Company
Growth Fund, effective February 1, 1994
(3) Exhibit 10. Opinion and consent of Davis, Graham & Stubbs
* Exhibit 11.1 Consent of Price Waterhouse LLP
* Exhibit 11.2 Consent of Smith, Brock & Gwinn
Exhibit 12. Not Applicable
(3) Exhibit 13. Investment Letter from Initial Stockholder
(5) Exhibit 14.1 Form 5305-A Individual Retirement Custodial
Account and Related Documents
(2) Exhibit 14.2 Investment Company Institute Prototype Money
Purchase Pension and Profit Sharing Plan
Basic Document #01 and Related Documents
(2) Exhibit 14.3 403(b)(7) Plan Custodial Account Agreement
and Related Documents
(2) Exhibit 15. Rule 12b-1 Plan
(4) Exhibit 16. Schedule for Computation of Performance Data
* Exhibit 17. Financial Data Schedule
Exhibit 18. Not Applicable
___________________

* Filed herewith.
(1) Previously filed on September 23, 1993, with Registrant's
original Registration Statement on Form N-1A and incorporated
herein by reference.
(2) Previously filed on November 30, 1993, with Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form N-1A and incorporated herein by reference.
(3) Previously filed on December 28, 1993, with Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement on
Form N-1A and incorporated herein by reference.
(4) Previously filed on June 28, 1994, with Post-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.
(5) Previously filed on April 27, 1995, with Post-
Effective Amendment No. 5 to the Registrant's
Registration Statement on Form N-1A and incorporated herein by
reference.

Item 25. Persons Controlled by or Under Common Control With
--------------------------------------------------
Registrant
----------

None.

Item 26. Number of Holders of Securities
-------------------------------

The number of record holders of shares of beneficial
interest in the Registrant (the only class of securities outstanding)
as of September 30, 1995, was as follows:

C-2<PAGE>
(1) (2)

Number of
Title of Class Record Holders
-------------- --------------

Shares of Beneficial 84,229
Interest in Berger Small
Company Growth Fund

Item 27. Indemnification
---------------

Article IX, Section 2 of the Trust Instrument for Berger
Investment Portfolio Trust (the "Trust"), of which the Fund is one
series, provides for indemnification of certain persons acting on
behalf of the Trust to the fullest extent permitted by the law. In
general, trustees, officers, employees and agents will be indemnified
against liability and against all expenses incurred by them in
connection with any claim, action, suit or proceeding (or settlement
thereof) in which they become involved by virtue of their Trust
office, unless their conduct is determined to constitute willful
misfeasance, bad faith, gross negligence or reckless disregard of
their duties, or unless it has been determined that they have not
acted in good faith in the reasonable belief that their actions were
in or not opposed to the best interests of the Trust. The Trust also
may advance money for these expenses, provided that the trustees,
officers, employees or agents undertake to repay the Trust if their
conduct is later determined to preclude indemnification. The Trust
has the power to purchase insurance on behalf of its trustees,
officers, employees and agents, whether or not it would be permitted
or required to indemnify them for any such liability under the Trust
Instrument or applicable law, and the Trust has purchased and
maintains an insurance policy covering such persons against certain
liabilities incurred in their official capacities.

Item 28. Business and Other Connections of Investment Adviser
----------------------------------------------------

The business of Berger Associates, Inc., the investment
adviser of the Registrant, is described in the Prospectus in Section 6
and in the Statement of Additional Information in Section 4 which are
included in this Registration Statement.

William M.B. Berger, Rodney L. Linafelter, William R.
Keithler and Kevin R. Fay have no business, profession, vocation or
employment of a substantial nature other than their positions with the
investment adviser, and have had no prior business, profession,
vocation or employment of a substantial nature within the preceding
two years other than as shown in Section 3 of the Statement of
Additional Information.

Gerard M. Lavin, President and a director of Berger
Associates, is also President and a trustee of the Berger
Institutional Products Trust, and serves as an officer of DST
Systems, Inc., 1055 Broadway, 9th Floor, Kansas City, MO 64105

C-3<PAGE>
(provider of information and transaction processing and
recordkeeping services for various mutual funds) , and as a
director of First of Michigan Capital Corp. (holding company) and
First of Michigan Corp. (broker-dealer), 100 Renaissance Center,
Detroit, MI 48243. From February 1992 to March 1995, Mr. Lavin served
as President and CEO of Investors Fiduciary Trust Company.

Craig D. Cloyed, Vice President and Chief Marketing
Officer of Berger Associates, was formerly (September 1989 to August
1995) Senior Vice President of INVESCO Funds Group (mutual funds).

Landon H. Rowland, a director of Berger
Associates, also serves as President, Chief Executive
Officer and a director of Kansas City Southern Industries,
Inc., 114 W. 11th Street, Kansas City, MO 64105 (a
publicly traded holding company whose primary subsidiaries are engaged
in transportation and financial asset management, and which owns
approximately 48% of the outstanding shares of DST Systems, Inc., a
publicly traded information and transaction processing company). Mr.
Rowland also serves as Chairman of the Board and a director of The
Kansas City Southern Railway Company, and until September 1995, served
as Chairman of the Board and a director of DST Systems, Inc.

Item 29. Principal Underwriters
----------------------

Not applicable.

Item 30. Location of Accounts and Records
--------------------------------

The accounts, books and other documents required to be
maintained by Section 31(a) of the 1940 Act and the rules promulgated
thereunder are maintained as follows:

(a) Shareholder records are maintained by the Registrant's
sub-transfer agent, DST Systems, Inc., P.O.
Box 419958, Kansas City, MO 64141;

(b) Accounting records relating to cash and other money
balances; asset, liability, reserve, capital, income
and expense accounts; portfolio securities; purchases
and sales; and brokerage commissions are maintained by
the Registrant's Recordkeeping and Pricing Agent,
Investors Fiduciary Trust Company ("IFTC"), 127 West
10th Street, Kansas City, Missouri 64105. Other
records of the Registrant relating to purchases and
sales; the Trust Instrument, minute books and other
trust records; brokerage orders; performance
information and other records are maintained at the
offices of the Registrant at 210 University Boulevard,
Suite 900, Denver, Colorado 80206.

C-4<PAGE>
Item 31. Management Services
-------------------

The Registrant has no management-related service contract
which is not discussed in Parts A and B of this form. See Section 6
of the Prospectus and Section 5 of the Statement of Additional
Information for a discussion of the Recordkeeping and Pricing Agent
Agreement entered into between the Registrant and IFTC and the
Administrative Services Agreement entered into between the Registrant
and Berger Associates, Inc., investment adviser to the Registrant.

Item 32. Undertakings
------------
Registrant undertakes to comply with the following policy
with respect to calling meetings of shareholders for the purpose of
voting upon the removal of any Trustee of the Registrant and
facilitating shareholder communications related to such meetings:

1. The Trustees will promptly call a meeting of
shareholders for the purpose of voting upon the removal of any Trustee
of the Registrant when requested in writing to do so by the record
holders of at least 10% of the outstanding shares of the Registrant.

2. Whenever ten or more shareholders of record who have
been shareholders of the Registrant for at least six months, and who
hold in the aggregate either shares having a net asset value of at
least $25,000 or at least 1% of the outstanding shares of the
Registrant, whichever is less, apply to the Trustees in writing
stating that they wish to communicate with other shareholders with a
view to obtaining signatures to request such a meeting, and deliver to
the Trustees a form of communication and request which they wish to
transmit, the Trustees within 5 business days after receipt of such
application either will (i) give such applicants access to a list of
the names and addresses of all shareholders of record of the
Registrant, or (ii) inform such applicants of the approximate number
of shareholders of record and the approximate cost of mailing the
proposed communication and form of request.

3. If the Trustees elect to follow the course specified
in clause (ii), above, the Trustees, upon the written request of such
applicants accompanied by tender of the material to be mailed and the
reasonable expenses of the mailing, will, with reasonable promptness,
mail such material to all shareholders of record, unless within 5
business days after such tender the Trustees shall mail to such
applicants and file with the Securities and Exchange Commission (the
"Commission"), together with a copy of the material requested to be
mailed, a written statement signed by at least a majority of the
Trustees to the effect that in their opinion either such material
contains untrue statements of fact or omits to state facts necessary
to make the statements contained

C-5<PAGE>
therein not misleading, or would be in violation of applicable law,
and specifying the basis of such opinion.

4. If the Commission enters an order either refusing to
sustain any of the Trustees' objections or declaring that any
objections previously sustained by the Commission have been resolved
by the applicants, the Trustees will cause the Registrant to mail
copies of such material to all shareholders of record with reasonable
promptness after the entry of such order and the renewal of such
tender.

C-6<PAGE>
SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933
and the Investment Company Act of 1940, the Registrant has duly caused
this Amendment to its Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Denver, and State of Colorado, on the 27th day of
November, 1995.

BERGER INVESTMENT PORTFOLIO TRUST
---------------------------------
(Registrant)

By Rodney L. Linafelter
---------------------------------------
Name: Rodney L. Linafelter
------------------------------------
Title: President
-----------------------------------

Pursuant to the requirements of the Securities Act of 1933,
this amendment to the Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

Rodney L. Linafelter President (Principal November 27, 1995
- -------------------------- Executive Officer)
Rodney L. Linafelter and Director

Kevin R. Fay Vice President, November 27, 1995
- -------------------------- Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)

/s/ Dennis E. Baldwin Director November 27, 1995
- --------------------------
Dennis E. Baldwin*

/s/ William M.B. Berger Director November 27, 1995
- --------------------------
William M.B. Berger*

/s/ Louis R. Bindner Director November 27, 1995
- --------------------------
Louis R. Bindner*

/s/ Katherine A. Cattanach Director November 27, 1995
- --------------------------
Katherine A. Cattanach*

/s/ Lucy Black Creighton Director November 27, 1995
- --------------------------
Lucy Black Creighton*

C-7<PAGE>
/s/ Paul R. Knapp Director November 27, 1995
- --------------------------
Paul R. Knapp*

/s/ Harry T. Lewis, Jr. Director November 27, 1995
- --------------------------
Harry T. Lewis, Jr.*

/s/ Michael Owen Director November 27, 1995
- --------------------------
Michael Owen*

/s/ William Sinclaire Director November 27, 1995
- --------------------------
William Sinclaire*

Rodney L. Linafelter
- --------------------------
*By Rodney L. Linafelter,
Attorney-in-Fact

C-8<PAGE>
EXHIBIT INDEX

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

(1) Exhibit 1 Trust Instrument
(1) Exhibit 2 Bylaws
Exhibit 3 Not applicable
Exhibit 4 Not applicable
(3) Exhibit 5 Form of Investment Advisory
Agreement
Exhibit 6 Not applicable
Exhibit 7 Not applicable
* Exhibit 8 EX-99.B8 Form of Custody Agreement
(5) Exhibit 9.1 New Account Application
(1) Exhibit 9.2 Form of Administrative Services
Agreement
(2) Exhibit 9.3 Form of Recordkeeping and Pricing
Agent Agreement
(2) Exhibit 9.4 Form of Agency Agreement
(4) Exhibit 9.5 Services Agreement between Berger
Associates, Inc., Charles Schwab &
Co., Inc. and Berger Investment
Portfolio Trust on behalf of Berger
Small Company Growth Fund,
effective February 1, 1994
(3) Exhibit 10 Opinion and consent of Davis,
Graham & Stubbs, L.L.C.
* Exhibit 11.1 EX-99.B11.1 Consent of Price Waterhouse LLP
* Exhibit 11.2 EX-99.B11.2 Consent of Smith, Brock & Gwinn
Exhibit 12 Not applicable
(3) Exhibit 13 Investment Letter from Initial
Stockholder
(5) Exhibit 14.1 Form 5305-A Individual Retirement
Custodial Account and Related
Documents
(2) Exhibit 14.2 Investment Company Institute
Prototype Money Purchase Pension
and Profit Sharing Plan Basic
Document #01 and Related Documents
(2) Exhibit 14.3 403(b)(7) Plan Custodial Account
Agreement and Related Documents
(2) Exhibit 15 Rule 12b-1 Plan, as amended
(4) Exhibit 16 Schedule for Computation of
Performance Data
* Exhibit 17 EX-27.SCG Financial Data Schedule for Berger
Small Company Growth Fund
Exhibit 18 Not Applicable

___________________________

* Filed herewith.
(1) Previously filed on September 23, 1993, with Registrant's
original Registration Statement on Form N-1A and incorporated
herein by reference.
(2) Previously filed on November 30, 1993, with Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form N-1A and incorporated herein by reference.
<PAGE>
(3) Previously filed on December 28, 1993, with Pre-Effective
Amendment No. 2 to the Registrant's Registration Statement on
Form N-1A and incorporated herein by reference.
(4) Previously filed on June 28, 1994, with Post-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.
(5) Previously filed on April 27, 1995, with Post-Effective Amendment
No. 5 to the Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.

CUSTODY AGREEMENT
-----------------

THIS AGREEMENT made effective as of the ____ day of __________,
1995, by and between INVESTORS FIDUCIARY TRUST COMPANY, a trust
company chartered under the laws of the state of Missouri, having its
trust office located at 127 West 10th Street, Kansas City, Missouri
64105 ("Custodian"), and BERGER INVESTMENT PORTFOLIO TRUST, a Delaware
business trust, referred to as the "Fund," consisting of separate
portfolios represented by separate series of shares of beneficial
interest (referred to herein, together with any such portfolios
hereafter constituted, where appropriate, individually as a
"Portfolio," or collectively as the "Portfolios,") having its
principal office and place of business at 210 University Boulevard,
Suite 900, Denver, Colorado 80206.

WITNESSETH:

WHEREAS, Fund desires to appoint Investors Fiduciary Trust
Company as Custodian of the securities and monies of Fund's investment
portfolio; and

WHEREAS, Investors Fiduciary Trust Company is willing to accept
such appointment;

NOW THEREFORE, for and in consideration of the mutual promises
contained herein, the parties hereto, intending to be legally bound,
mutually covenant and agree as follows:

1. APPOINTMENT OF CUSTODIAN. Fund hereby constitutes and appoints
-------------------------
Custodian as custodian of the Fund which is to include
appointment as custodian of the securities and monies at any time
owned by the Fund.

2. DELIVERY OF CORPORATE DOCUMENTS. Fund has delivered or will
--------------------------------
deliver to Custodian prior to the effective date of this
Agreement, copies of the following documents and all amendments
or supplements thereto, properly certified or authenticated:

A. Resolutions of the Trustees of Fund appointing Custodian as
custodian hereunder and approving the form of this
Agreement; and
<PAGE>
B. Resolutions of the Trustees of Fund designating certain
persons to give instructions on behalf of Fund to Custodian
and authorizing Custodian to rely upon written instructions
over their signatures.

3. DUTIES AND RESPONSIBILITIES OF CUSTODIAN.
-----------------------------------------

A. Delivery of Assets
------------------

Fund will deliver or cause to be delivered to Custodian on
the effective date of this Agreement, or as soon thereafter
as practicable, and from time to time thereafter, all
portfolio securities acquired by it and monies then owned by
it except as permitted by the Investment Company Act of 1940
or from time to time coming into its possession during the
time this Agreement shall continue in effect. Custodian
shall have no responsibility or liability whatsoever for or
on account of securities or monies not so delivered. All
securities so delivered to Custodian (other than bearer
securities) shall be registered in the name of the
applicable Portfolio or its nominee, or of a nominee of
Custodian, or shall be properly endorsed and in form for
transfer satisfactory to Custodian.

B. Delivery of Accounts and Records
--------------------------------

Fund shall turn over to Custodian all of each Portfolio's
relevant accounts and records previously maintained by it.
Custodian shall be entitled to rely conclusively on the
completeness and correctness of the accounts and records
turned over to it by Fund, and Fund shall indemnify and hold
Custodian harmless of and from any and all expenses, damages
and losses whatsoever arising out of or in connection with
any error, omission, inaccuracy or other deficiency of such
accounts and records or in the failure of Fund to provide
any portion of such or to provide any information needed by
the Custodian knowledgeably to perform its function
hereunder.

C. Delivery of Assets to Third Parties
-----------------------------------

Custodian will receive delivery of and keep safely the
assets of each Portfolio delivered to it from time to time
segregated in a separate account. Custodian will not
deliver, assign, pledge or hypothecate any such assets to
any person except as permitted by the provisions of this
Agreement or any agreement executed by it according to the
terms of section 3.S. of this Agreement. Upon delivery of
any

-2-<PAGE>
such assets to a subcustodian pursuant to Section 3.S. of
this agreement, Custodian will create and maintain records
identifying those assets which have been delivered to the
subcustodian as belonging to each such Portfolio. The
Custodian is responsible for the securities and monies of
Fund only until they have been transmitted to and received
by other persons as permitted under the terms of this
Agreement, except for securities and monies transmitted to
subcustodians appointed under Section 3.S of this Agreement
for which Custodian remains responsible to the extent
provided in Section 3.S of this Agreement. Custodian may
participate directly or indirectly through a subcustodian in
the Depository Trust Company, Treasury/Federal Reserve Book
Entry System or Participant Trust Company (PTC) or other
depository approved by the Fund (as such entities are
defined at 17 CFR Section 270.17f-4(b)) (each a "Depository"
and collectively the "Depositories").

D. Registration of Securities
--------------------------

Custodian will hold stocks and other registerable portfolio
securities of Fund registered in the name of the applicable
Portfolio or in the name of any nominee of Custodian for
whose fidelity and liability Custodian will be fully
responsible, or in street certificate form, so-called, with
or without any indication of fiduciary capacity.

Unless otherwise instructed, Custodian will register all
such portfolio securities in the name of its authorized
nominee. All securities, and the ownership thereof by Fund,
which are held by Custodian hereunder, however, shall at all
times be identifiable on the records of the Custodian. The
Fund agrees to hold Custodian and its nominee harmless for
any liability arising solely from Custodian or its nominee
acting as a recordholder of securities held in custody.

E. Exchange of Securities
----------------------

Upon receipt of instructions as defined herein in Section
4.A, Custodian will exchange, or cause to be exchanged,
portfolio securities held by it for the account of Fund for
other securities or cash issued or paid in connection with
any reorganization, recapitalization, merger, consolidation,
split-up of shares, change of par value, conversion or
otherwise, and will deposit any such securities in

-3-<PAGE>
accordance with the terms of any reorganization or
protective plan. Without instructions, Custodian is
authorized to exchange securities held by it in temporary
form for securities in definitive form, to effect an
exchange of shares when the par value of the stock is
changed, and, upon receiving payment therefor, to surrender
bonds or other securities held by it at maturity or when
advised of earlier call for redemption, except that
Custodian shall receive instructions prior to surrendering
any convertible security.

F. Purchases of Investments of the Fund
------------------------------------

Fund will, on each business day on which a purchase of
securities shall be made by it, deliver to Custodian
instructions which shall specify with respect to each such
purchase:

1. The name of the Portfolio making such purchase;
2. The name of the issuer and description of the security;
3. The number of shares or the principal amount purchased,
and accrued interest, if any;
4. The trade date;
5. The settlement date;
6. The purchase price per unit and the brokerage
commission, taxes and other expenses payable in
connection with the purchase;
7. The total amount payable upon such purchase; and
8. The name of the person from whom or the broker or
dealer through whom the purchase was made.

In accordance with such instructions, Custodian will pay for
out of monies held for the account of the Portfolio, but
only insofar as monies are available therein for such
purpose, and receive the portfolio securities so purchased
by or for the account of the Portfolio except that Custodian
may in its sole discretion advance funds for the account of
the Portfolio which may result in an overdraft because the
monies held by the Custodian for the account of the
Portfolio of the Fund are insufficient to pay the total
amount payable upon such purchase. Except as otherwise
instructed by Fund, such payment shall be made by the
Custodian only upon receipt of securities: (a) by the
Custodian; (b) by a clearing corporation of

-4-<PAGE>
a national exchange of which the Custodian is a member; or
(c) by a Depository. Notwithstanding the foregoing, (i) in
the case of a repurchase agreement, the Custodian may
release funds to a Depository prior to the receipt of advice
from the Depository that the securities underlying such
repurchase agreement have been transferred by book-entry
into the account maintained with such Depository by the
Custodian, on behalf of its customers, provided that the
Custodian's instructions to the Depository require that the
Depository make payment of such funds only upon transfer by
book-entry of the securities underlying the repurchase
agreement in such account; (ii) in the case of time
deposits, call account deposits, currency deposits and other
deposits, foreign exchange transactions, futures contracts
or options, the Custodian may make payment therefor before
receipt of an advice or confirmation evidencing said deposit
or entry into such transaction; and (iii) in the case of the
purchase of securities, the settlement of which occurs
outside of the United States of America, the Custodian may
make, or cause a subcustodian appointed pursuant to Section
3.S.2. of this Agreement to make, payment therefor in
accordance with generally accepted local custom and market
practice.

G. Sales and Deliveries of Investments of the Fund - Other than
------------------------------------------------------------
Options and Futures
-------------------

Fund will, on each business day on which a sale of
investment securities of Fund has been made, deliver to
Custodian instructions specifying with respect to each such
sale:

1. The name of the Portfolio making such sale;
2. The name of the issuer and description of the
securities;
3. The number of shares or principal amount sold, and
accrued interest, if any;
4. The date on which the securities sold were purchased or
other information identifying the securities sold and
to be delivered;
5. The trade date;
6. The settlement date;
7. The sale price per unit and the brokerage commission,
taxes or other expenses payable in connection with such
sale;
-5-<PAGE>
8. The total amount to be received by Fund upon such sale;
and
9. The name and address of the broker or dealer through
whom or person to whom the sale was made.

In accordance with such instructions, Custodian will deliver
or cause to be delivered the securities thus designated as
sold for the account of the Portfolio to the broker or other
person specified in the instructions relating to such sale.
Except as otherwise instructed by Fund, such delivery shall
be made upon receipt of: (a) payment therefor in such form
as is satisfactory to the Custodian; (b) credit to the
account of the Custodian with a clearing corporation of a
national securities exchange of which the Custodian is a
member; or (c) credit to the account of the Custodian, on
behalf of its customers, with a Depository. Notwithstanding
the foregoing: (i) in the case of securities held in
physical form, such securities shall be delivered in
accordance with "street delivery custom" to a broker or its
clearing agent; or (ii) in the case of the sale of
securities, the settlement of which occurs outside of the
United States of America, the Custodian may make, or cause a
subcustodian appointed pursuant to Section 3.S.2. of this
Agreement to make, such delivery upon payment therefor in
accordance with generally accepted local custom and market
practice.

H. Purchases or Sales of Security Options, Options on Indices
----------------------------------------------------------
and Security Index Futures Contracts
------------------------------------

Fund will, on each business day on which a purchase or sale
of the following options and/or futures shall be made by it,
deliver to Custodian instructions which shall specify with
respect to each such purchase or sale:

1. The name of the Portfolio making such purchase or sale;
2. Security Options
a. The underlying security;
b. The price at which purchased or sold;
c. The expiration date;
d. The number of contracts;
e. The exercise price;

-6-<PAGE>
f. Whether the transaction is an opening, exercising,
expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased;
i. Market on which option traded;
j. Name and address of the broker or dealer through
whom the sale or purchase was made.
3. Options on Indices
a. The index;
b. The price at which purchased or sold;
c. The exercise price;
d. The premium;
e. The multiple;
f. The expiration date;
g. Whether the transaction is an opening, exercising,
expiring or closing transaction;
h. Whether the transaction involves a put or call;
i. Whether the option is written or purchased;
j. The name and address of the broker or dealer
through whom the sale or purchase was made, or
other applicable settlement instructions.
4. Security Index Futures Contracts
a. The last trading date specified in the contract
and, when available, the closing level, thereof;
b. The index level on the date the contract is
entered into;
c. The multiple;
d. Any margin requirements;
e. The need for a segregated margin account (in
addition to instructions, and if not already in
the possession of Custodian, Fund shall deliver a
substantially complete and executed custodial

-7-<PAGE>
safekeeping account and procedural agreement which
shall be incorporated by reference into this
Custody Agreement); and
f. The name and address of the futures commission
merchant through whom the sale or purchase was
made, or other applicable settlement instructions.
5. Option on Index Future Contracts
a. The underlying index futures contract;
b. The premium;
c. The expiration date;
d. The number of options;
e. The exercise price;
f. Whether the transaction involves an opening,
exercising, expiring or closing transaction;
g. Whether the transaction involves a put or call;
h. Whether the option is written or purchased; and
i. The market on which the option is traded.

I. Securities Pledged or Loaned
----------------------------

If specifically allowed for in the prospectus of Fund:

1. Upon receipt of instructions, Custodian will release or
cause to be released securities held in custody to the
pledgee designated in such instructions by way of
pledge or hypothecation to secure any loan incurred by
Fund; provided, however, that the securities shall be
released only upon payment to Custodian of the monies
borrowed, except that in cases where additional
collateral is required to secure a borrowing already
made, further securities may be released or caused to
be released for that purpose upon receipt of
instructions. Upon receipt of instructions, Custodian
will pay, but only from funds available for such
purpose, any such loan upon redelivery to it of the
securities pledged or hypothecated therefor and upon
surrender of the note or notes evidencing such loan.

2. Upon receipt of instructions, Custodian will release
securities held in custody to the borrower designated
in such instructions; provided,

-8-<PAGE>
however, that the securities will be released only upon
deposit with Custodian of full cash collateral as
specified in such instructions, and that Fund will
retain the right to any dividends, interest or
distribution on such loaned securities. Upon receipt
of instructions and the loaned securities, Custodian
will release the cash collateral to the borrower.

J. Routine Matters
---------------

Custodian will, in general, attend to all routine and
mechanical matters in connection with the sale, exchange,
substitution, purchase, transfer, or other dealings with
securities or other property of Fund except as may be
otherwise provided in this Agreement or directed from time
to time by the Trustees of Fund.

K. Deposit Account
---------------

Custodian will open and maintain a special purpose deposit
account in the name of Custodian ("Account"), subject only
to draft or order by Custodian upon receipt of instructions.
All monies received by Custodian from or for the account of
a Portfolio shall be deposited in the Account of such
Portfolio. Barring events not in the control of the
Custodian such as strikes, lockouts or labor disputes,
riots, war or equipment or transmission failure or damage,
fire, flood, earthquake or other natural disaster, action or
inaction of governmental authority or other causes beyond
its control, at 9:00 a.m., Kansas City time, on the second
business day after deposit of any check into a Portfolio's
Account, Custodian agrees to make Fed Funds available to
such Portfolio in the amount of the check. Deposits made by
Federal Reserve wire will be available to the Fund
immediately and ACH wires will be available to the Fund on
the next business day. Income earned on the portfolio
securities will be credited to the Account of the applicable
Portfolio based on the schedule attached as Exhibit A. The
Custodian will be entitled to reverse any credited amounts
where credits have been made and monies are not finally
collected, provided that the Custodian has made reasonable
efforts to collect such uncollected income. If monies are
collected after such reversal, the Custodian will credit the
applicable Portfolio in that amount. Custodian may open and
maintain Accounts in its own banking department, in

-9-<PAGE>
State Street Bank and Trust Company, and in such other banks
or trust companies as may be designated by it and as
properly authorized by resolution of the Trustees of the
Fund, such Accounts, however, to be in the name of custodian
and subject only to its draft or order.

L. Income and other Payments to the Portfolio
------------------------------------------

Custodian will:

1. Collect, claim and receive and deposit for the account
of the Portfolio all income and other payments which
become due and payable on or after the effective date
of this Agreement with respect to the securities
deposited under this Agreement, and credit the account
of the applicable Portfolio in accordance with the
schedule attached hereto as Exhibit A. If, for any
reason, a Portfolio is credited with income that is not
subsequently collected, Custodian may reverse that
credited amount provided that the Custodian has made
reasonable efforts to collect such uncollected income;

2. Execute ownership and other certificates and affidavits
for all federal, state and local tax purposes in
connection with the collection of bond and note
coupons; and

3. Take such other action as may be necessary or proper in
connection with:

a. the collection, receipt and deposit of such income
and other payments, including but not limited to
the presentation for payment of:

1. all coupons and other income items requiring
presentation; and

2. all other securities which may mature or be
called, redeemed, retired or otherwise become
payable and regarding which the Custodian has
actual knowledge, or notice of which is
contained in publications of the type to
which it normally subscribes for such
purpose; and

b. the endorsement for collection, in the name of
Fund, of all checks, drafts or other negotiable
instruments.

-10-<PAGE>
Custodian, however, will not be required to institute suit
or take other extraordinary action to enforce collection
except upon receipt of instructions and upon being
indemnified to its satisfaction against the costs and
expenses of such suit or other actions. Custodian will
receive, claim and collect all stock dividends, rights and
other similar items and will deal with the same pursuant to
instructions. Unless prior instructions have been received
to the contrary, Custodian will, without further
instructions, sell any rights held for the account of a
Portfolio on the last trade date prior to the date of
expiration of such rights.

M. Payment of Dividends and other Distributions
--------------------------------------------

On the declaration of any dividend or other distribution on
the shares of the Fund ("Fund Shares") by the Trustees of
Fund, Fund shall deliver to Custodian instructions with
respect thereto, including a copy of the Resolution of said
Trustees certified by the Secretary or an Assistant
Secretary of Fund wherein there shall be set forth the
record date as of which shareholders entitled to receive
such dividend or other distribution shall be determined, the
date of payment of such dividend or distribution, and the
amount payable per share on such dividend or distribution.
Except if the ex-dividend date and the reinvestment date of
any dividend are the same, in which case funds shall remain
in the Custody Account, on the date specified in such
Resolution for the payment of such dividend or other
distribution, Custodian will pay out of the monies held for
the account of the applicable Portfolio, insofar as the same
shall be available for such purposes, and credit to the
account of the Dividend Disbursing Agent for Fund, such
amount as may be necessary to pay the amount per share
payable in cash on Fund Shares issued and outstanding on the
record date established by such Resolution.

N. Shares of Fund Purchased by Fund
--------------------------------

Whenever any Fund Shares are repurchased or redeemed by
Fund, Fund or its agent shall advise Custodian of the
aggregate dollar amount to be paid for such shares and shall
confirm such advice in writing. Upon receipt of such
advice, Custodian shall charge such aggregate dollar amount
to the Account of the applicable Portfolio and either
deposit the same in the account maintained for the

-11-<PAGE>
purpose of paying for the repurchase or redemption of Fund
Shares or deliver the same in accordance with such advice.

Custodian shall not have any duty or responsibility to
determine that Fund Shares have been removed from the proper
shareholder account or accounts or that the proper number of
such shares have been cancelled and removed from the
shareholder records.

O. Shares of Fund Purchased from Fund
----------------------------------

Whenever Fund Shares are purchased from Fund, Fund will
deposit or cause to be deposited with Custodian the amount
received for such shares.

Custodian shall not have any duty or responsibility in its
capacity as Custodian of the Fund to determine that Fund
Shares purchased from Fund have been added to the proper
shareholder account or accounts or that the proper number of
such shares have been added to the shareholder records.

P. Proxies and Notices
-------------------

Custodian will promptly deliver or mail or have delivered or
mailed to Fund all proxies properly signed, all notices of
meetings, all proxy statements and other notices, requests
or announcements affecting or relating to securities held by
Custodian for Fund and will, upon receipt of instructions,
execute and deliver or cause its nominee to execute and
deliver or mail or have delivered or mailed such proxies or
other authorizations as may be required. Except as provided
by this Agreement or pursuant to instructions hereafter
received by Custodian, neither it nor its nominee will
exercise any power inherent in any such securities,
including any power to vote the same, or execute any proxy,
power of attorney, or other similar instrument voting any of
such securities, or give any consent, approval or waiver
with respect thereto, or take any other similar action.

Q. Disbursements
-------------

Custodian will pay or cause to be paid insofar as funds are
available for the purpose, bills, statements and other
obligations of Fund (including but not limited to
obligations in connection with the conversion, exchange or
surrender of securities owned by Fund, interest charges,
dividend disbursements, taxes, management fees, custodian
fees, legal fees, auditors' fees, transfer agents' fees,

-12-<PAGE>
brokerage commissions, compensation to personnel, and other
operating expenses of Fund) pursuant to instructions of Fund
setting forth the name of the person to whom payment is to
be made, the amount of the payment, and the purpose of the
payment.

R. Daily Statement of Accounts
---------------------------

Custodian will, within a reasonable time, render to Fund as
of the close of business on each day, a detailed statement
of the amounts received or paid and of securities received
or delivered for the account of the Portfolio during said
day. Custodian will, from time to time, upon request by
Fund, render a detailed statement of the securities and
monies held for the Portfolios under this Agreement, and
Custodian will maintain such books and records as are
necessary to enable it to do so and will permit such persons
as are authorized by Fund, including Fund's independent
public accountants, access to such records or confirmation
of the contents of such records; and if demanded, will
permit federal and state regulatory agencies to examine the
securities, books and records. Upon the written
instructions of Fund or as demanded by federal or state
regulatory agencies, Custodian will instruct any
subcustodian to give such persons as are authorized by the
Fund, including Fund's independent public accountants,
access to such records or confirmation of the contents of
such records; and if demanded, to permit federal and state
regulatory agencies to examine the books, records and
securities held by subcustodian which relate to Fund.

S. Appointment of Subcustodian
---------------------------

1. Notwithstanding any other provisions of this Agreement,
all or any of the monies or securities of Fund may be
held in Custodian's own custody or in the custody of
one or more other banks or trust companies selected by
Custodian. Any such subcustodian selected by the
Custodian must have the qualifications required for
custodian under the Investment Company Act of 1940, as
amended. Custodian shall be responsible to the Fund for
any loss, damage or expense suffered or incurred by the
Fund resulting from the actions or omissions of any
subcustodians selected and appointed by Custodian
(except subcustodians appointed at the request of Fund
and

-13-<PAGE>
as provided in Subsection 2 below) to the same extent
Custodian would be responsible to the Fund under
Section 5. of this Agreement if it committed the act or
omission itself. Upon request of the Fund, Custodian
shall be willing to contract with other subcustodians
reasonably acceptable to the Custodian for purposes of
(i) effecting third-party repurchase transactions with
banks, brokers, dealers, or other entities through the
use of a common custodian or subcustodian, or (ii)
providing depository and clearing agency services with
respect to certain variable rate demand note
securities, or (iii) for other reasonable purposes
specified by Fund; provided, however, that the
Custodian shall be responsible to the Fund for any
loss, damage or expense suffered or incurred by the
Fund resulting from the actions or omissions of any
such subcustodian only to the same extent such
subcustodian is responsible to the Custodian. The Fund
shall be entitled to review the Custodian's contracts
with any such subcustodians appointed at the request of
Fund.

2. Notwithstanding any other provisions of this Agreement,
Fund's foreign securities (as defined in Rule 17f-
5(c)(1) under the Investment Company Act of 1940) and
Fund's cash or cash equivalents, in amounts reasonably
necessary to effect Fund's foreign securities
transactions, may be held in the custody of one or more
banks or trust companies acting as subcustodians,
according to Section 3.S.1; and thereafter, pursuant to
a written contract or contracts as approved by Fund's
governing Board, may be transferred to an account
maintained by such subcustodian with an eligible
foreign custodian, as defined in Rule 17f-5(c)(2),
provided that any such arrangement involving a foreign
custodian shall be in accordance with the provisions of
Rule 17f-5 under the Investment Company Act of 1940 as
that Rule may be amended from time to time. The Fund
shall be provided the contract with the domestic
subcustodian who shall contract with the eligible
foreign subcustodians. The Custodian shall be
responsible for the monies and securities of Fund held
by eligible foreign

-14-<PAGE>
subcustodians to the extent the domestic subcustodian
with which the Custodian contracts is responsible to
Custodian.

T. Accounts and Records Property of Fund
-------------------------------------

Custodian acknowledges that all of the accounts and records
maintained by Custodian pursuant to this Agreement are the
property of Fund, and will be made available to Fund for
inspection or reproduction within a reasonable period of
time, upon demand. Custodian will assist Fund's independent
auditors, or upon approval of Fund, or upon demand, any
regulatory body having jurisdiction over the Fund or
Custodian, in any requested review of Fund's accounts and
records but shall be reimbursed for all expenses and
employee time invested in any such review outside of routine
and normal periodic reviews.

U. Adoption of Procedures
----------------------

Custodian and Fund may from time to time adopt procedures as
they agree upon, and Custodian may conclusively assume that
no procedure approved by Fund, or directed by Fund,
conflicts with or violates any requirements of its
prospectus, Trust Instrument, Bylaws, or any rule or
regulation of any regulatory body or governmental agency.
Fund will be responsible to notify Custodian of any changes
in statutes, regulations, rules or policies not specifically
governing custodians or banks which might necessitate
changes in Custodian's responsibilities or procedures.

V. Advances
--------

In the event Custodian or any subcustodian shall, in its
sole discretion, advance cash or securities for any purpose
(including but not limited to securities settlements,
purchase or sale of foreign exchange or foreign exchange
contracts and assumed settlement) for the benefit of any
Portfolio, the advance shall be payable by the Fund on
demand. Any such cash advance shall be subject to an
overdraft charge at the rate set forth in the then-current
fee schedule from the date advanced until the date repaid.
As security for each such advance, Fund hereby grants
Custodian and such subcustodian a lien on and security
interest in all property at any time held for the account of
the applicable Portfolio, including without limitation all
assets acquired with the amount advanced. Should the Fund

-15-<PAGE>
fail to promptly repay the advance, the Custodian and such
subcustodian shall be entitled to utilize available cash and
to dispose of such Portfolio's assets pursuant to applicable
law to the extent necessary to obtain reimbursement of the
amount advanced and any related overdraft charges.

W. Exercise of Rights; Tender Offers
---------------------------------

Upon receipt of instructions, the Custodian shall: (a)
deliver warrants, puts, calls, rights or similar securities
to the issuer or trustee thereof, or to the agent of such
issuer or trustee, for the purpose of exercise or sale,
provided that the new securities, cash or other assets, if
any, are to be delivered to the Custodian; and (b) deposit
securities upon invitations for tenders thereof, provided
that the consideration for such securities is to be paid or
delivered to the Custodian or the tendered securities are to
be returned to the Custodian.

4. INSTRUCTIONS.
-------------

A. The term "instructions", as used herein, means written or
oral instructions to Custodian from a designated
representative of Fund. Certified copies of resolutions of
the Trustees of Fund naming one or more designated
representatives to give instructions in the name and on
behalf of Fund, may be received and accepted from time to
time by Custodian as conclusive evidence of the authority of
any designated representative to act for Fund and may be
considered to be in full force and effect (and Custodian
will be fully protected in acting in reliance thereon) until
receipt by Custodian of notice to the contrary. Unless the
resolution delegating authority to any person to give
instructions specifically requires that the approval of
anyone else will first have been obtained, Custodian will be
under no obligation to inquire into the right of the person
giving such instructions to do so. Notwithstanding any of
the foregoing provisions of this Section 4, no
authorizations or instructions received by Custodian from
Fund will be deemed to authorize or permit any trustee,
officer, employee, or agent of Fund to withdraw any of the
securities or similar investments of Fund upon the mere
receipt of such authorization or instructions from such
trustee, officer, employee or agent.

-16-<PAGE>
Notwithstanding any other provision of this Agreement,
Custodian, upon receipt (and acknowledgment if required at
the discretion of Custodian) of the instructions of a
designated representative of Fund will undertake to deliver
for Fund's account monies, (provided such monies are on hand
or available) in connection with Fund's transactions and to
wire transfer such monies to such broker, dealer,
subcustodian, bank or other agent specified in such
instructions by a designated representative of Fund.

B. No later than the next business day immediately following
each oral instruction, Fund will send Custodian written
confirmation of such oral instruction. At Custodian's sole
discretion, Custodian may record on tape, or otherwise, any
oral instruction whether given in person or via telephone,
each such recording identifying the parties, the date and
the time of the beginning and ending of such oral
instruction.

C. If Custodian shall provide Fund direct access to any
computerized recordkeeping and reporting system used
hereunder or if Custodian and Fund shall agree to utilize
any electronic system of communication, Fund shall be fully
responsible for any and all consequences of the use or
misuse of the terminal device, passwords, access
instructions and other means of access to such system(s)
which are utilized by, assigned to or otherwise made
available to the Fund. Fund agrees to implement and enforce
appropriate security policies and procedures to prevent
unauthorized or improper access to or use of such system(s).
Custodian shall be fully protected in acting hereunder upon
any instructions, communications, data or other information
received by Custodian by such means as fully and to the same
effect as if delivered to Custodian by written instrument
signed by the requisite authorized representative(s) of
Fund. Fund shall indemnify and hold Custodian harmless from
and against any and all losses, damages, costs, charges,
counsel fees, payments, expenses and liability which may be
suffered or incurred by Custodian as a result of the use or
misuse, whether authorized or unauthorized, of any such
system(s) by Fund or by any person who acquires access to
such system(s) through the terminal device, passwords,
access instructions or other means of access to such
system(s) which are utilized by,

-17-<PAGE>
assigned to or otherwise made available to the Fund, except
to the extent attributable to any negligence or willful
misconduct by Custodian.

5. LIMITATION OF LIABILITY OF CUSTODIAN.
-------------------------------------

A. Notwithstanding any other provisions of this Agreement,
Custodian will hold harmless and indemnify Fund from and
against any loss or liability, including attorney's fees,
arising out of Custodian's breach of this Agreement or its
negligence, willful misconduct or bad faith. Custodian
shall not be liable for consequential, special, or punitive
damages. Custodian may request and obtain the advice and
opinion of counsel for Fund, or of its own counsel with
respect to questions or matters of law, and it shall be
without liability to Fund for any action taken or omitted by
it in good faith, in conformity with such advice or opinion.
If Custodian reasonably believes that it could not prudently
act according to the instructions of the Fund or the Fund's
counsel, it may in its discretion, with notice to the Fund,
not act according to such instructions.

B. Fund shall hold harmless and indemnify Custodian from and
against any loss or liability, including attorney's fees,
arising out of Fund's breach of this Agreement or its
negligence, willful misconduct or bad faith.

C. Custodian may rely upon the advice of Fund and upon
statements of Fund's public accountants and other persons
believed by it in good faith, to be expert in matters upon
which they are consulted, and Custodian shall not be liable
for any actions taken, in good faith, upon such statements.

D. If Fund requires Custodian in any capacity to take, with
respect to any securities, any action which involves the
payment of money by it, or which in Custodian's opinion
might make it or its nominee liable for payment of monies or
in any other way, Custodian, upon notice to Fund given prior
to such actions, shall be and be kept indemnified by Fund in
an amount and form satisfactory to Custodian against any
liability on account of such action.

E. Custodian shall be entitled to receive, and Fund agrees to
pay to Custodian, on demand, reimbursement for such cash
disbursements, costs and expenses as may be agreed upon from
time to time by Custodian and Fund.

-18-<PAGE>
F. Custodian shall be protected in acting as custodian
hereunder upon any instructions, advice, notice, request,
consent, certificate or other instrument or paper reasonably
appearing to it to be genuine and to have been properly
executed and shall, unless otherwise specifically provided
herein, be entitled to receive as conclusive proof of any
fact or matter required to be ascertained from Fund
hereunder, a certificate signed by the Fund's President, or
other officer specifically authorized for such purpose.

G. Without limiting the generality of the foregoing, Custodian
shall be under no duty or obligation to inquire into, and
shall not be liable for:

1. The validity of the issue of any securities purchased
by or for Fund, the legality of the purchase thereof or
evidence of ownership required by Fund to be received
by Custodian, or the propriety of the decision to
purchase or amount paid therefor;

2. The legality of the sale of any securities by or for
Fund, or the propriety of the amount for which the same
are sold;

3. The legality of the issue or sale of any shares of
beneficial interest of Fund, or the sufficiency of the
amount to be received therefor;

4. The legality of the repurchase or redemption of any
Fund Shares, or the propriety of the amount to be paid
therefor; or

5. The legality of the declaration of any dividend by
Fund, or the legality of the issue of any Fund Shares
in payment of any stock dividend.

H. Custodian shall not be liable for, or considered to be
Custodian of, any money represented by any check, draft,
wire transfer, clearinghouse funds, uncollected funds, or
instrument for the payment of money received by it on behalf
of Fund, until Custodian actually receives such money,
provided only that it shall advise Fund promptly if it fails
to receive any such money in the ordinary course of
business, and use its best efforts and cooperate with Fund
toward the end that such money shall be received.

I. Except as otherwise provided in this Agreement, Custodian
shall not be responsible for loss occasioned by the acts,
neglects, defaults or insolvency of any

-19-<PAGE>
broker, bank, trust company, or any other person with whom
Custodian may deal in the absence of negligence, or bad
faith on the part of Custodian.

J. Custodian shall be responsible to the Fund for any loss,
damage or expense suffered or incurred by the Fund resulting
from the actions or omissions of any Depository only to the
same extent such Depository is responsible to Custodian.

K. Notwithstanding anything herein to the contrary, Custodian
may, and with respect to any foreign subcustodian appointed
under Section 3.S.2. must, provide Fund for its approval,
agreements with banks or trust companies which will act as
subcustodians for Fund pursuant to Section 3.S. of this
Agreement.

6. COMPENSATION. Fund will pay to Custodian such compensation as is
------------
stated in the Fee Schedule attached hereto as Exhibit B which may
be changed from time to time as agreed to in writing by Custodian
and Fund. Custodian may charge such compensation against monies
held by it for the account of Fund. Custodian will also be
entitled, notwithstanding the provisions of Sections 5.C. or 5.D.
hereof, to charge against any monies held by it for the account
of Fund the amount of any loss, damage, liability, advance, or
expense for which it shall be entitled to reimbursement from the
Fund under the provisions of this Agreement including fees or
expenses due to Custodian for other services provided to the Fund
by the Custodian.

7. TERMINATION. Either party to this Agreement may terminate the
-----------
same by notice in writing, delivered or mailed, postage prepaid,
to the other party hereto and received not less than sixty (60)
days prior to the date upon which such termination will take
effect. Upon termination of this Agreement, Fund will pay to
Custodian such compensation for its reimbursable disbursements,
costs and expenses paid or incurred to such date and Fund will
use its best efforts to obtain a successor custodian. Unless the
holders of a majority of the outstanding shares of the Fund vote
to have the securities, funds and other properties held under
this Agreement delivered and paid over to some other person, firm
or corporation specified in the vote, having not less the Two
Million Dollars ($2,000,000) aggregate capital, surplus and
undivided profits, as shown by its last published report, and
meeting such other qualifications for custodian as set forth in
the governing documents of Fund, the Trustees of Fund will,
forthwith upon giving or receiving notice of termination of this
Agreement, appoint as successor custodian a bank

-20-<PAGE>
or trust company having such qualifications. Custodian will,
upon termination of this Agreement, deliver to the successor
custodian so specified or appointed, at Custodian's office, all
securities then held by Custodian hereunder, duly endorsed and in
form for transfer, all funds and other properties of Fund
deposited with or held by Custodian hereunder, or will co-operate
in effecting changes in book-entries at the Depository Trust
Company or in the Treasury/Federal Reserve Book-Entry System or
other depository pursuant to 31 CFR Sec. 306.118. In the event
no such vote has been adopted by the stockholders of Fund and no
written order designating a successor custodian has been
delivered to Custodian on or before the date when such
termination becomes effective, then Custodian will deliver the
securities, funds and properties of Fund to a bank or trust
company at the selection of Custodian and meeting the
qualifications for custodian, if any, set forth in the governing
documents of Fund and having not less than Two Million Dollars
($2,000,000) aggregate capital, surplus and undivided profits, as
shown by its last published report. Upon either such delivery to
a successor custodian, Custodian will have no further obligations
or liabilities under this Agreement. Thereafter such bank or
trust company will be the successor custodian under this
Agreement and will be entitled to reasonable compensation for its
services. In the event that no such successor custodian can be
found, Fund will submit to its shareholders, before permitting
delivery of the cash and securities owned by Fund to anyone other
than a successor custodian, the question of whether Fund will be
liquidated or function without a custodian. Notwithstanding the
foregoing requirement as to delivery upon termination of this
Agreement, Custodian may make any other delivery of the
securities, funds and property of Fund which is permitted by the
Investment Company Act of 1940, Fund's Trust Instrument and
Bylaws then in effect or apply to a court of competent
jurisdiction for the appointment of a successor custodian.

8. NOTICES. Notices, requests, instructions and other writings
-------
received by Fund at 210 University Boulevard, Suite 900,
Denver, Colorado 80206 or at such other address as Fund may have
designated to Custodian in writing, will be deemed to have been
properly given to Fund hereunder; and notices, requests,
instructions and other writings received by Custodian at its
offices at 127 West 10th Street, Kansas City, Missouri 64105, or
to

-21-<PAGE>
such other address as it may have designated to Fund in writing,
will be deemed to have been properly given to Custodian
hereunder.

9. LIMITATION OF LIABILITY. Notice is hereby given that the Fund is
-----------------------
a business trust organized under the Delaware Business Trust Act
pursuant to a Certificate of Trust filed in the office of the
Secretary of State of the State of Delaware. All parties to this
Agreement acknowledge and agree that the Fund is a series Fund
and all debts, liabilities, obligations and expenses incurred,
contracted for or otherwise existing with respect to a particular
series shall be enforceable against the assets held with respect
to such series only, and not against the assets of the Fund
general or against the assets held with respect to any other
series and further that no trustee, officer or holder of shares
of beneficial interest of the Fund shall be personally liable for
any of the foregoing.

10. MISCELLANEOUS.
-------------

A. This Agreement is executed and delivered in the State of
Missouri and shall be governed by the laws of said state.

B. All the terms and provisions of this Agreement shall be
binding upon, inure to the benefit of, and be enforceable by
the respective successor and assigns of the parties hereto.

C. No provisions of the Agreement may be amended or modified,
in any manner except by a written agreement properly
authorized and executed by both parties hereto.

D. The captions in this Agreement are included for convenience
of reference only, and in no way define or delimit any of
the provisions hereof or otherwise affect their construction
or effect.

E. This Agreement may be executed simultaneously in two or more
counterparts, each of which will be deemed an original but
all of which together will constitute one and the same
instrument.

F. If any part, term or provision of this Agreement is by the
courts held to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall
be considered severable and not be affected, and the rights
and obligations of the parties shall be construed and
enforced as if the Agreement did not contain the particular
part, term or provision held to be illegal or invalid.

-22-<PAGE>
G. Custodian will not release the identity of Fund to an issuer
which requests such information pursuant to the Shareholder
Communications Act of 1985 for the specific purpose of
direct communications between such issuer and Fund unless
the Fund directs the Custodian otherwise.

H. This Agreement may not be assigned by either party without
prior written consent of the other party.

I. If any provision of the Agreement, either in its present
form or as amended from time to time, limits, qualifies, or
conflicts with the Investment Company Act of 1940 and the
rules and regulations promulgated thereunder, such statutes,
rules and regulations shall be deemed to control and
supersede such provision without nullifying or terminating
the remainder of the provisions of this Agreement.

J. The Custody Agreement dated December 14, 1993, between
Custodian and Fund is hereby cancelled and superseded
effective as of the date hereof, except that all rights,
duties and liabilities which may have arisen thereunder
prior to the effectiveness hereof shall continue and
survive.

-23-<PAGE>
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers.

INVESTORS FIDUCIARY TRUST COMPANY

By: ___________________________________
Title: ________________________________

BERGER INVESTMENT PORTFOLIO TRUST

By: ___________________________________

Title: ________________________________

-24-<PAGE>
EXHIBIT A
- ---------

INVESTORS FIDUCIARY TRUST COMPANY
AVAILABILITY SCHEDULE BY TRANSACTION TYPE
<TABLE>
<CAPTION>
TRANSACTION DTC PHYSICAL FED
----------- -------------------------- ------------------------------- --------------------------
TYPE CREDIT DATE FUNDS TYPE CREDIT DATE FUNDS TYPE CREDIT DATE FUNDS TYPE
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Calls Puts As Received C or F* As Received C or F*

Maturities As Received C or F* Mat. Date C or F* Mat. Date F

Tender Reorgs. As Received C As Received C N/A

Dividends Paydate C Paydate C N/A

Floating Rate Int. Paydate C Paydate C N/A

Floating Rate Int. (No N/A As Rate Received C N/A
Rate)

Mtg. Backed P&I Paydate C Paydate + 1 Bus. C Paydate F
Day

Fixed Rate Int. Paydate C Paydate C Paydate F

Euroclear N/A C Paydate C

</TABLE>

Legend
- ------

C = Clearinghouse Funds
F = Fed Funds
N/A = Not Applicable
* Availability based on how received.

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
and Statement of Additional Information constituting part of this
Post-Effective Amendment No. 6 to the registration statement on Form
N-1A (the "Registration Statement") of our report dated October 27,
1995, relating to the financial statements and financial highlights
appearing in the September 30, 1995 Annual Report to Shareholders of
Berger Small Company Growth Fund (constituting the Berger Investment
Portfolio Trust) which is also incorporated by reference into the
Registration Statement. We also consent to the references to us under
the heading "Condensed Financial Information" in the Prospectus and
under the heading "Additional Information" in the Statement of
Additional Information.

Price Waterhouse LLP

Denver, Colorado
November 21, 1995

[SMITH, BROCK & GWINN LETTERHEAD APPEARS HERE]

ACCOUNTANT'S CONSENT
--------------------

Berger Investment Portfolio Trust (the "Fund")

We hereby consent to the incorporation by reference into Post-
Effective Amendment No. 6 to your Registration Statement, (File
No. 33-69460) (the "Registration Statement") of our report dated
October 28, 1994, to the extent it covers the statement of changes in
net assets for the Fund for the year ended September 30, 1994, and the
selected per share data and ratios set forth under the caption
"Supplementary Information" for the period then ended, which
statement, data, ratios and report appear in the September 30, 1994,
Annual Report of the Fund and are incorporated by reference into the
Registration Statement.

SMITH, BROCK & GWINN

Smith, Brock & Gwinn

Denver, Colorado
November 24, 1995

<ARTICLE> 6
<CIK> 0000912725
<NAME> BERGER INVT PORT TRUST
<SERIES>
<NUMBER> 01
<NAME> BERGER SMALL CO GROWTH

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-END> SEP-30-1995
<INVESTMENTS-AT-COST> 380805652
<INVESTMENTS-AT-VALUE> 517242102
<RECEIVABLES> 13400034
<ASSETS-OTHER> 1356185
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 531998321
<PAYABLE-FOR-SECURITIES> 7617748
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1713494
<TOTAL-LIABILITIES> 9331242
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 397238008
<SHARES-COMMON-STOCK> 144616429
<SHARES-COMMON-PRIOR> 77375419
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (11007379)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 136436450
<NET-ASSETS> 522667079
<DIVIDEND-INCOME> 952956
<INTEREST-INCOME> 3137223
<OTHER-INCOME> 0
<EXPENSES-NET> (6660466)
<NET-INVESTMENT-INCOME> (2570287)
<REALIZED-GAINS-CURRENT> 2250884
<APPREC-INCREASE-CURRENT> 112795405
<NET-CHANGE-FROM-OPS> 112476002
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (286160)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 146265319
<NUMBER-OF-SHARES-REDEEMED> (79120932)
<SHARES-REINVESTED> 96623
<NET-CHANGE-IN-ASSETS> 310814900
<ACCUMULATED-NII-PRIOR> 277543
<ACCUMULATED-GAINS-PRIOR> (13258263)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 3211591
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 6736888
<AVERAGE-NET-ASSETS> 356938583
<PER-SHARE-NAV-BEGIN> 2.74
<PER-SHARE-NII> (.02)
<PER-SHARE-GAIN-APPREC> .89
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 3.61
<EXPENSE-RATIO> 1.89
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>