BERGER INVESTMENT PORTFOLIO TRUST, 485APOS, 1997-10-17

BERGER INVESTMENT PORTFOLIO TRUST
485APOS, 1997-10-17

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 17, 1997

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. 12 /X/

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 14 /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
--------------------------

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

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

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

/ / immediately upon filing pursuant to paragraph (b)
/ / on (date) pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/X/ 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 BENEFICIAL INTEREST
UNDER THE SECURITIES ACT OF 1933 PURSUANT TO RULE 24F-2(A) AND INTENDS TO FILE
ITS RULE 24F-2 NOTICE ON OR ABOUT NOVEMBER 25, 1997, FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1997.

<PAGE>

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

I. Berger Select Fund and Berger Mid-Cap Growth Fund

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

A. PROSPECTUS

1. Cover Page Front and back cover pages
2. Synopsis Berger Funds
3. Condensed Financial Berger Funds
Information
4. General Description of Berger Funds; Investment Techniques,
Registrant Securities and the Associated Risks;
Organization of the Berger Fund Family
5. Management of the Fund Berger Funds; Organization of the Berger
Fund Family
5A. Management's Discussion Annual Report
of Fund Performance
6. Capital Stock and Other Information on Your Account;
Securities Organization of the Berger Fund Family;
Back cover page
7. Purchase of Securities Information on Your Account;
Being Offered Organization of the Berger Fund Family
8. Redemption or Repurchase Information on Your Account
9. Pending Legal Proceedings Not Applicable

B. STATEMENT OF ADDITIONAL INFORMATION

10. Cover Page Front cover page
11. Table of Contents Table of Contents
12. General Information and Section 14
History
13. Investment Objectives Front cover page; Sections 1 and 2
and Policies
14. Management of the Fund Section 3
15. Control Persons and Sections 3 and 14
Principal Holders of
Securities
16. Investment Advisory Sections 3, 4, 5 and 14
and Other Services
17. Brokerage Allocation Sections 1 and 6
and Other Practices
18. Capital Stock and Other Section 14
Securities
19. Purchase, Redemption Sections 7, 8, 10, 11 and 12
and Pricing of Securities
Being Offered
20. Tax Status Section 9
21. Underwriters Sections 5 and 14
22. Calculations of Performance Section 13
Data
23. Financial Statements Financial Statements

<PAGE>

EXPLANATORY NOTE

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

One Prospectus for the Berger Select Fund and the Berger Mid-Cap Growth Fund
One Statement of Additional Information for the Berger Select Fund and the
Berger Mid-Cap Growth Fund
One Part C

This amendment does not contain a Prospectus or Statement of Additional
Information for, nor affect any Prospectus or Statement of Additional
Information covering, these other series of the Berger Investment Portfolio
Trust: Berger Small Company Growth Fund, Berger New Generation Fund and Berger
Balanced Fund.
<PAGE>

[FRONT COVER]

THE BERGER FUNDS PROSPECTUS

[Wooded hillside photo]

BERGER SELECT FUND
(Capital Appreciation)

BERGER MID-CAP GROWTH FUND
(Capital Appreciation)

DECEMBER 31, 1997

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

Please remember that mutual fund shares are not deposits or obligations of, or
guaranteed by, any bank or other depository institution. Shares are not insured
by the FDIC, the Federal Reserve Board or any other governmental agency.
Investment in the Funds is subject to investment risk, including possible loss
of principal.

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

<PAGE>

TABLE OF CONTENTS

BERGER FUNDS
The Berger Funds are a family of mutual funds. A mutual fund -- technically
known as an open-end, management investment company -- pools money from
shareholders and invests in a portfolio of securities. This section introduces
the following Funds, their goals, strategies, risks and management. You also
will find expense information in this section.

Berger Select Fund PAGE X
Berger Mid-Cap Growth Fund PAGE X

INVESTMENT TECHNIQUES, SECURITIES AND THE ASSOCIATED RISKS
This section introduces the primary risks of your investment decision.

Risk Table PAGE X
Risk and Investment Glossary PAGE X

INFORMATION ON YOUR ACCOUNT
This section explains how to open an account, buy, sell or exchange shares and
each Fund's share price (Net Asset Value -- NAV).

Buying Shares PAGE X
Selling (Redeeming) Shares PAGE X
Exchanging Shares PAGE X
Signature Guarantees/Special Documentation PAGE X
Net Asset Value -- Your Price PAGE X
Other Information About Your Account PAGE X
Distributions and Taxes PAGE X
Tax Sheltered Retirement Plans PAGE X

ORGANIZATION OF THE BERGER FUND FAMILY
This section describes how the Berger Funds are organized and managed, including
the names of the investment advisor, administrator, transfer agent and
custodian.

Fund Oversight PAGE X
Fund Operations and Expenses PAGE X
Additional Expense Information PAGE X
Other Service Providers PAGE X

<PAGE>

OVERVIEW OF THE FUNDS

The Berger Funds are "no-load" -- that is, you pay no sales load or commissions
when you buy or sell fund shares. Each of the Funds has its own investment
objective.

The Berger Funds ARE DESIGNED for those investors who:

- - Have long-term investment goals and are willing to accept higher short-term
risk for potential long-term returns
- - Want to diversify their portfolios with stock-oriented funds.

The Berger Funds ARE NOT DESIGNED for those investors who:

- - Have short-term investment goals or needs
- - Are uncomfortable with investments that fluctuate in value like stock
investments.

In this prospectus you will find concise fund-by-fund descriptions. Each
description provides you with information about:

[icon-profile of head with mountain peak in background]
THE FUND'S GOALS
DESCRIBES THE FUND'S PARTICULAR INVESTMENT GOALS AND THE STRATEGIES THE
INVESTMENT MANAGER USES IN PURSUING THOSE GOALS.

[icon-profile of head with stock ticker tape in background]
WHAT THE FUND INVESTS IN
DESCRIBES THE TYPES OF SECURITIES IN WHICH THE FUND PRIMARILY INVESTS.

[icon-left facing profile of head with lightening bolt; right facing profile of
head with sunshine]
RISKS AND INVESTMENT CONSIDERATIONS
DESCRIBES YOUR RISKS AS AN INVESTOR AND RISKS ASSOCIATED WITH THE FUND'S
PRIMARY INVESTMENTS.

[icon-profile of head with dotted lines emanating forward from eyes]
INVESTMENT MANAGEMENT
DESCRIBES THE INDIVIDUAL OR GROUP DESIGNATED TO HANDLE THE FUND'S DAY-TO-DAY
INVESTMENT MANAGEMENT.

[icon-two coins]
YOUR EXPENSES
SHOWS YOU WHAT OVERALL COSTS YOU WILL BEAR AS AN INVESTOR IN THE FUND.

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BERGER SELECT FUND
SEC REGISTRANT NAME/NUMBER: Morningstar Category: Domestic
Berger Investment Portfolio Trust 811-8046 Lipper Category: Capital
Appreciation

[icon-profile of head with mountain peak in background]
THE FUND'S GOAL
The Fund aims for capital appreciation. In pursuit of that goal, this
non-diversified Fund normally invests in a core portfolio of 20-30 common
stocks. Stock selection focuses on companies with a proven track record and
superior potential for earnings growth which is not yet fully reflected in the
company's stock price. The Fund does not invest to provide current income.

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

- - Reasonably priced securities and which occupy a dominant position in a
market due to size, products or services.

- - Strong, capable management teams with clearly defined strategies for
growth.

- - Conservatively financed balance sheets and a catalyst for positive earnings
developments such as evolving product cycles, special situations or
changing economic conditions.

[icon-profile of head with stock ticker tape in background]
WHAT THE FUND INVESTS IN
The Fund primarily invests in common stocks. The Fund may sometimes take
substantial positions in convertible securities, preferred stocks, government
securities or other short-term investments. The Fund may also invest in foreign
securities.

[icon-left facing profile of head with lightening bolt; right facing profile of
head with sunshine]
RISKS AND INVESTMENT CONSIDERATIONS
The Fund may be of interest to you if you are comfortable with above-average
risk, and intend to make an investment commitment over the long term. The Fund
is not intended to be a complete investment program on its own, but may serve to
diversify other types of investments in your portfolio.

The Fund's NAV may be more volatile than the market in general and most equity
funds due to its ability as a non-diversified fund to take larger positions in a
smaller number of companies. As a result, the gains or losses on a single stock
will have a greater impact on the Fund's NAV. The Fund's investment manager
also expects to actively trade the portfolio in pursuit of the Fund's goal. Due
to this and the Fund's relatively small number of holdings, the annual portfolio
turnover rate may at times exceed 200%. This will result in higher brokerage
costs to the Fund and may result in the acceleration of net taxable gains to
shareholders.

The Fund's investments often focus in a small number of business sectors. In
addition, the Fund may invest in certain securities with unique risks, such as
special situations, small companies and foreign securities.

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

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[icon-profile of head with dotted lines emanating forward from eyes]
INVESTMENT MANAGEMENT
Patrick S. Adams, Senior Vice President of Berger Associates, is the investment
manager of the Berger Select Fund. Mr. Adams joined Berger Associates in
February 1997. He has managed equity funds since 1985.

[icon-two coins]
YOUR EXPENSES
As a shareholder in the Fund, you will not pay any front-end, back-end or
deferred sales load, or any redemption or exchange fees. However, you will bear
various expenses indirectly. The following figures show historical expenses,
adjusted for any changes in fees, and are calculated as a percentage of average
net assets.

Annual Fund Operating Expenses

Investment advisory fee .--%
12b-1 fee* .25
Other expenses# .--
Total .--

* As a result of the 12b-1 fee, long-term shareholders may pay more than the
equivalent of the maximum front-end sales charge permitted by the National
Association of Securities Dealers (NASD).
# "Other expenses" are based on estimated expenses for the Fund's first full
year of operations and include transfer agency fees, shareholder report
expenses, registration fees and custodian fees.

Example
This Example is intended to help you compare the cost of investing in the Fund
to the cost of investing in other mutual funds. It assumes that you invest
$1,000 in the Fund for the time periods indicated, a 5% return on your
investment each year and that the Fund's operating expenses remain the same.
Based on these assumptions your costs would be:

1 year
3 years

THIS EXAMPLE DOES NOT REPRESENT THE FUND'S PAST OR FUTURE EXPENSES OR RETURNS,
WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

-3-
<PAGE>

BERGER MID-CAP GROWTH FUND
SEC REGISTRANT NAME/NUMBER: Morningstar Category: Mid-Cap Growth
Berger Investment Portfolio Trust 811-8046 Lipper Category: Mid-Cap

[icon-profile of head with mountain peak in background]
THE FUND'S GOAL
The Fund aims for capital appreciation. In pursuit of that goal, the Fund
invests primarily in mid-sized companies with the potential for strong earnings
growth. The investment manager seeks companies that focus their resources on
innovative products or services for unique, changing or rapidly growing markets.
The Fund does not invest to provide current income.

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

- - Strong market positions in industries or business sectors that have a good
economic outlook.

- - Established organizational structures and strong management teams, and
which have the ability to increase their market share in growing
industries.

- - Strong balance sheets and sufficient resources and access to capital to
efficiently finance their growth.

[icon-profile of head with stock ticker tape in background]
WHAT THE FUND INVESTS IN
The Fund primarily invests in common stocks of mid-sized companies and other
securities with equity features, such as convertible securities and preferred
stocks. Under normal circumstances, the Fund invests at least 65% of its assets
in equity securities of companies with market capitalizations of $1 billion to
$5 billion at the time of initial purchase. The balance of the Fund may be
invested in small or large companies, government securities or other short-term
investments. The Fund may also invest in foreign securities.

The Fund's NAV may be more volatile than that of funds primarily invested in
stocks of larger companies. Smaller companies may pose greater risk due to
narrow product lines, limited financial resources, less depth in management or a
limited trading market for their stocks. The Fund's investments often focus in
a small number of business sectors. In addition, the Fund may invest in certain
securities with unique risks, such as convertible securities and foreign
securities.

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

-4-
<PAGE>

[icon-profile of head with dotted lines emanating forward from eyes]
INVESTMENT MANAGEMENT
[to be decided]

Annual Fund Operating Expenses

Investment advisory fee .--%
12b-1 fee* .25
Other expenses# .--
Total .--

* As a result of the 12b-1 fee, long-term shareholders may pay more than the
[cad 179] equivalent of the maximum front-end sales charge permitted by
the National
Association of Securities Dealers (NASD).
# "Other expenses" are based on estimated expenses for the Fund's first full
year of operations and include transfer agency fees, shareholder report
expenses, registration fees and custodian fees.

1 year
3 years

THIS EXAMPLE DOES NOT REPRESENT THE FUND'S PAST OR FUTURE EXPENSES OR RETURNS,
WHICH MAY BE HIGHER OR LOWER THAN THOSE SHOWN.

-5-
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<TABLE>
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<S> <C> <C>
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INVESTMENT TECHNIQUES, SECURITIES AND THE ASSOCIATED RISKS
- ----------------------------------------------------------------------------------------------------------------------------------

BEFORE YOU INVEST . . .

. . . IN ANY OF THE BERGER FUNDS, MAKE SURE YOU UNDERSTAND THE RISKS INVOLVED. THERE ARE TWO BASIC RISKS PREVALENT IN ALL MUTUAL
FUNDS PRIMARILY INVESTED IN COMMON STOCKS, "MARKET RISK" AND "MANAGEMENT RISK." AS A RESULT OF THESE RISKS, WHEN YOU SELL YOUR
SHARES, THEY MAY BE WORTH LESS THAN WHEN YOU PURCHASED THEM AND THERE CAN BE NO ASSURANCE THAT ANY OF THE FUNDS WILL ACHIEVE THEIR
GOALS.

THE TABLE BELOW IS AIMED AT HELPING YOU FURTHER UNDERSTAND THE RISKS OF INVESTING IN ANY PARTICULAR FUND BY SHOWING THE PRIMARY
RISKS ASSOCIATED WITH CERTAIN SECURITIES AND INVESTMENT TECHNIQUES USED BY THE FUNDS. A RISK AND INVESTMENT GLOSSARY FOLLOWS THE
TABLE.

YOU MAY GET MORE INFORMATION ABOUT THE RISKS OF INVESTING IN THE FUNDS IN THE STATEMENT OF ADDITIONAL INFORMATION (SAI), INCLUDING
A DISCUSSION OF DEBT SECURITY RATINGS IN APPENDIX A TO THE SAI.
- ----------------------------------------------------------------------------------------------------------------------------------

HOW TO READ THIS TABLE

Follow down the columns under the name of the Fund in which you are interested.
The boxes will tell you:

- - If the security or technique is permitted by a Fund without limit--Yes or No

- - If use of a security or technique is permitted, but subject to a percentage
restriction--restriction indicated in the box.

- - If the security or technique is emphasized by a Fund--indicated by a shaded
box.

- - If the restriction is fundamental to a Fund--indicated by an (F).
(Fundamental restrictions cannot be changed without a shareholder vote.)

- - TA = Total Assets
NA = Net Assets BERGER SELECT FUND BERGER MID-CAP GROWTH FUND
- ----------------------------------------------------------------------------------------------------------------------------------
DIVERSIFICATION No(F) Yes(F)

- ----------------------------------------------------------------------------------------------------------------------------------
SMALLER COMPANY SECURITIES Yes Yes
MARKET, LIQUIDITY AND INFORMATION RISK [shaded]
- ----------------------------------------------------------------------------------------------------------------------------------
FOREIGN SECURITIES Yes Yes
MARKET, CURRENCY, TRANSACTION, LIQUIDITY, INFORMATION AND POLITICAL RISK
- ----------------------------------------------------------------------------------------------------------------------------------
SECTOR FOCUS Yes Yes
MARKET AND LIQUIDITY RISK [shaded] [shaded]
- ----------------------------------------------------------------------------------------------------------------------------------
CONVERTIBLE SECURITIES (1) Yes Yes
MARKET, INTEREST RATE AND CREDIT RISK
- ----------------------------------------------------------------------------------------------------------------------------------
INVESTMENT GRADE BONDS (NON-CONVERTIBLE) Yes Yes
INTEREST RATE, MARKET AND CREDIT RISK
- ----------------------------------------------------------------------------------------------------------------------------------
BELOW INVESTMENT GRADE BONDS (NON-CONVERTIBLE) No No
CREDIT, INTEREST RATE AND MARKET RISK
- ----------------------------------------------------------------------------------------------------------------------------------
COMPANIES WITH LIMITED OPERATING HISTORIES Yes Yes
MARKET, LIQUIDITY AND INFORMATION RISK
- ----------------------------------------------------------------------------------------------------------------------------------
ILLIQUID AND RESTRICTED SECURITIES Up to 15% Up to 15%
MARKET, LIQUIDITY AND TRANSACTION RISK NA NA
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

-6-
<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C>
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INVESTMENT TECHNIQUES, SECURITIES AND THE ASSOCIATED RISKS (CONT'D)
- ----------------------------------------------------------------------------------------------------------------------------------
NOTES TO TABLE

(1) THE FUNDS HAVE NO MINIMUM QUALITY STANDARDS FOR CONVERTIBLE SECURITIES,
ALTHOUGH THEY WILL NOT INVEST IN DEFAULTED SECURITIES. THEY ALSO WILL
NOT INVEST 20% OR MORE OF THEIR ASSETS IN CONVERTIBLE SECURITIES RATED
BELOW INVESTMENT GRADE OR IN UNRATED CONVERTIBLE SECURITIES THAT THE
ADVISOR CONSIDERS TO BE BELOW INVESTMENT GRADE.

(2) THE FUNDS MAY USE FUTURES, FORWARDS AND OPTIONS ONLY FOR HEDGING. NOT
MORE THAN 5% OF A FUND'S NET ASSETS MAY BE USED FOR INITIAL MARGINS FOR
FUTURES AND PREMIUMS FOR OPTIONS. A FUND'S AGGREGATE OBLIGATIONS UNDER
THESE CONTRACTS MAY NOT EXCEED THE TOTAL MARKET VALUE OF THE ASSETS BEING
HEDGED, SUCH AS SOME OR ALL OF THE VALUE OF THE FUND'S EQUITY SECURITIES. BERGER SELECT FUND BERGER MID-CAP GROWTH FUND
- ------------------------------------------------------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS Yes Yes
CREDIT RISK
- ----------------------------------------------------------------------------------------------------------------------------------
SPECIAL SITUATIONS Yes Yes
MARKET AND INFORMATION RISK
- ----------------------------------------------------------------------------------------------------------------------------------
ZERO/STRIPS Yes Yes
INTEREST RATE, MARKET AND CREDIT RISK
- ----------------------------------------------------------------------------------------------------------------------------------
WHEN-ISSUED AND DELAYED-DELIVERY SECURITIES Up to 5% Up to 5%
CREDIT AND OPPORTUNITY RISK TA TA
- ----------------------------------------------------------------------------------------------------------------------------------
FINANCIAL FUTURES (2) Up to 5% Up to 5%
HEDGING, CORRELATION, OPPORTUNITY AND LEVERAGE RISK NA NA
- ----------------------------------------------------------------------------------------------------------------------------------
FORWARD FOREIGN CURRENCY CONTRACTS(2) Yes Yes
HEDGING, CREDIT, CORRELATION, OPPORTUNITY AND LEVERAGE RISK
- ----------------------------------------------------------------------------------------------------------------------------------
OPTIONS (2) Up to 5% Up to 5%
(EXCHANGE-TRADED AND OVER-THE-COUNTER) NA NA
HEDGING, CREDIT, CORRELATION AND LEVERAGE RISK
- ----------------------------------------------------------------------------------------------------------------------------------
WRITING (SELLING) COVERED CALL OPTIONS (2) Up to 25% Up to 25%
(EXCHANGE-TRADED AND OVER-THE-COUNTER) TA TA
OPPORTUNITY, CREDIT AND LEVERAGE RISK
- ----------------------------------------------------------------------------------------------------------------------------------
TEMPORARY DEFENSIVE MEASURES Yes Yes
OPPORTUNITY RISK
- ----------------------------------------------------------------------------------------------------------------------------------
LENDING PORTFOLIO SECURITIES Up to 33 1/3% Up to 33 1/3%
CREDIT RISK TA TA
- ----------------------------------------------------------------------------------------------------------------------------------
BORROWING Up to 25% Up to 25%
LEVERAGE RISK TA(F) TA(F)
- ----------------------------------------------------------------------------------------------------------------------------------
PLEDGING ASSETS Up to 25% Up to 25%
OPPORTUNITY RISK TA(F) TA(F)
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

-7-

<PAGE>
- --------------------------------------------------------------------------------
RISK AND INVESTMENT GLOSSARY
- --------------------------------------------------------------------------------

BELOW INVESTMENT GRADE BONDS Bond with ratings of BB (STANDARD & POOR'S) or Ba
(MOODY'S) or below. Bonds rated below investment grade are subject to greater
credit risk that investment grade bonds. Also called "high-yield bonds" or
"junk bonds."

BORROWING Borrowing money from a bank or other financial institution undertaken
by the Funds only for temporary or emergency reasons.

COMMON STOCKS Shares of ownership (equity) interest in a company.

COMPANIES WITH LIMITED OPERATING SECURITIES Securities issued by companies
which have been in continuous operation for less than three years. Sometimes
called "unreasoned" issuers.

CONVERTIBLE SECURITIES Debt or equity securities which may be converted on
specified terms into stock of the issuer.

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

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

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

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

FINANCIAL FUTURES Exchange-traded contracts on securities, securities indexes
or foreign currencies that obligate the holder to take or make future delivery
of a specified quantity of those underlying securities or currencies on a
predetermined future date.

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

FORWARD FOREIGN CURRENCY CONTRACTS Privately negotiated contracts committing
the holder to purchase or sell a specified quantity of a foreign currency on a
predetermined future date.

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

ILLIQUID AND RESTRICTED SECURITIES Securities which, by rules of their issue or
by their nature, cannot be sold readily. These include illiquid Rule 144A
securities.

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

INTEREST RATE RISK The risk that changes in interest rates will adversely affect
the value of an investor's securities. When interest rates rise, the value of
fixed-income securities will generally fall. Conversely, a drop in interest
rates will generally cause an increase in the value of fixed-income securities.
Longer-term securities and zeros/strips are subject to greater interest rate
risk.

INVESTMENT GRADE BONDS Bonds with rating of BBB (STANDARD & POOR'S) or Baa
(MOODY'S) or above.

LENDING PORTFOLIO SECURITIES Funds lend securities to qualified financial
institutions in order to earn income. The Funds lend securities only on a fully
collateralized basis.

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

LIQUIDITY RISK Risk that occurs when investment cannot be sold readily. A Fund
may have to accept a less-than-desirable price to complete the sale of an
illiquid security or may not be able to sell it at all.

-8-
<PAGE>

- --------------------------------------------------------------------------------
. . . CONTINUED
- --------------------------------------------------------------------------------

MANAGEMENT RISK This risk exists in all mutual funds and means that a Fund's
portfolio management practices might not work to achieve a desired result.

MARKET CAPITALIZATION The total current market value of a company's outstanding
common stock.

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

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

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

PLEDGING ASSETS Transferring securities to a lender or creditor as collateral
for an obligation.

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

REPURCHASE AGREEMENTS A Fund uses repurchase agreements (repos) to invest cash
on a short-term basis. A seller (bank or broker-dealer) sells securities,
usually government securities, to the Fund, agreeing to buy them back at a
designated time--usually the next day. The Funds enter into only fully
collateralized repos.

SECTOR FOCUS When a significant portion of a Fund's assets are invested in a
relatively small number of related industries. The Funds will not concentrate
25% or more of their total assets in any one industry. Sector focus may
increase both market and liquidity risk.

SMALLER COMPANY SECURITIES Securities issued by small or mid-sized companies.
The definition of a small or mid-sized company may vary. The Funds consider
small companies to be those that have a market capitalization of less than $1
billion and mid-sized companies to be those that have a market capitalization of
$1 billion to $5 billion.

SPECIAL SITUATIONS Companies about to undergo a structural, financial or
management change which may significantly affect the value of their securities.

TEMPORARY DEFENSIVE MEASURES When a Fund's investment manager believes market
conditions warrant a temporary defensive position, the Fund may increase its
investment in government securities and other short-term interest-bearing
securities without regard to the Fund's otherwise applicable investment
restrictions, policies or normal investment emphasis.

TRANSACTION RISK This means that a Fund may be delayed or unable to settle a
transaction or that commissions and settlement expenses may be higher than
usual.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES Securities bought in advance of
their actual issue or delivery.

WRITING (SELLING) COVERED CALL OPTIONS Selling a contract to another party
which gives them the right but not the obligation to buy from you a particular
security. The Funds write call options only if they already own the security
(if it is "covered").

ZERO/STRIPS A zero is a debt security which does not make regular interest
payments, but rather is sold at a discount from face value. A strip is a debt
security which is stripped of its interest coupon after issuance, but is
otherwise comparable to a zero.

-9-
<PAGE>

INFORMATION ON YOUR ACCOUNT

BUYING SHARES

[SIDEBAR BOX]
SEND NEW ACCOUNT APPLICATIONS TO:
BERGER FUNDS C/O DST SYSTEMS, INC.
P.O. BOX 419958
KANSAS CITY, MO 64141
OR
BERGER FUNDS
C/O DST SYSTEMS, INC.
330 WEST 9TH STREET, 1ST FLOOR
KANSAS CITY, MO 64105
(FOR OVERNIGHT, CERTIFIED OR REGISTERED
MAIL ONLY)

[SIDEBAR TABLE]

MINIMUMS:
INITIAL INVESTMENT $2000
SUBSEQUENT INVESTMENTS $50
AUTOMATIC INVESTMENT PLAN $50

1. BY MAIL

- - Read this prospectus.
- - Fill out the application if you are opening a new account.
- - Make out a check to "Berger Funds" for the amount you want to invest.
- - Send the application and a check to the Berger Funds in the envelope
provided.
- - To add to an existing account, be sure to include your account number on
your check and mail it to the P.O. Box above.

2. BY TELEPHONE

- - If you already have a Berger Funds account, you may purchase additional
shares by telephone order.
- - You must pay for them within three business days by wire, electronic funds
transfer or overnight delivery of a check.
- - Call 1-800-551-5849 for current wire or electronic funds transfer
instructions.

3. BY ON-LINE ACCESS

- - If you already have established a Berger Funds account with electronic
funds transfer privileges, you may purchase additional shares via on-line
access.
- - You will find us on-line at www.bergerfunds.com.

4. BY AUTOMATIC INVESTMENT PLAN

- - To automatically purchase more shares each month, fill out the Automatic
Investment Plan section of the application.

-10-
<PAGE>

- - Investments are transferred automatically from your bank account monthly.
- - See details on the application.

SIDEBAR BOX:
ALL SHAREHOLDERS ARE AUTOMATICALLY GRANTED TELEPHONE AND
ON-LINE TRANSACTION PRIVILEGES UNLESS THEY DECLINE THEM
EXPLICITLY IN WRITING, EITHER ON THE ACCOUNT APPLICATION OR
BY WRITING TO THE BERGER FUNDS AT THE ADDRESS ABOVE.

SIDEBAR BOX:
YOU MAY GIVE UP SOME LEVEL OF SECURITY BY
CHOOSING TO BUY AND SELL SHARES BY TELEPHONE
OR ON-LINE RATHER THAN BY MAIL.

IMPORTANT NOTES ABOUT PAYING FOR YOUR SHARES:

- - Your check must be made payable to the Berger Funds, or it will not be
accepted.

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

- - Telephone and on-line purchase orders may not exceed four times the value
of an account on the date the order is placed. Shares previously bought by
telephone or on-line access are included in calculating account size only
if payment has been received for those shares.

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

- - The Funds reserve the right to reject any order and to waive minimums or
increase minimums following notice.

SELLING (REDEEMING) SHARES

1. BY MAIL

- - Send a written request indicating your account number and the dollar amount
or number of shares you are redeeming to the address in the box above.
- - Your request must be signed by each registered shareholder, with the
signature(s) appearing exactly as they do on your account registration.

2. BY TELEPHONE

Call 1-800-551-5849 to place your order.

-11-
<PAGE>

3. BY ON-LINE ACCESS

You will find us on-line at www.bergerfunds.com.

SIDEBAR BOX:
FOR TELEPHONE AND ON-LINE REDEMPTIONS
SEE "SIGNATURE GUARANTEES / SPECIAL
DOCUMENTATION" FOR LIMITATIONS.

SIDEBAR BOX:
TELEPHONE AND ON-LINE REDEMPTIONS ARE NOT AVAILABLE FOR
SHARES HELD IN RETIREMENT ACCOUNTS SPONSORED BY THE FUNDS.

4. SYSTEMATIC WITHDRAWAL PLAN

- - Shares may be redeemed automatically ($50 minimum) monthly, quarterly,
semi-annually or annually.
- - A systematic withdrawal plan may be established if you own shares in a Fund
worth at least $5,000.
- - Call 1-800-551-5849 for more information and forms.

IMPORTANT NOTES ABOUT PAYMENT FOR YOUR REDEEMED SHARES

SIDEBAR BOX:
IN TIMES OF EXTREME ECONOMIC OR MARKET CONDITIONS,
TRANSACTIONS BY TELEPHONE OR ON-LINE MAY BE
DIFFICULT.

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

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

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

- - You will be charged $10 for a wire transfer. There is no charge for an
electronic funds transfer.

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

- - Proceeds from shares redeemed within 15 days of purchase may be delayed
until full payment for the shares has been received and cleared.

-12-
<PAGE>

EXCHANGING SHARES

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

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

When exchanging shares:

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

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

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

- - You may exchange by telephone, on-line access or mail.

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

- - Exchanges result in the sale of one Fund's shares and the purchase of
another, normally resulting in a taxable event for you.

- - It may take one business day or more for your money from a redemption of
Fund shares to be invested in a Berger CAT Portfolio.

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

SIGNATURE GUARANTEES/SPECIAL DOCUMENTATION

The Funds use signature guarantees to protect you and the Funds from possible
fraudulent requests for redeemed shares. Your redemption request must be in
writing and accompanied by a signature guarantee if:

- - Your request exceeds $100,000.

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

-13-
<PAGE>

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

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

The Berger Funds reserve the right to require signature guarantees under other
certain circumstances.

You can get a signature guarantee from most broker-dealers, national or state
banks, credit unions, federal savings and loan associations or other eligible
institutions. YOU CANNOT OBTAIN A SIGNATURE GUARANTEE FROM A NOTARY PUBLIC.

Make sure the signature guarantee appears:

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

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

Additional documents are required for redemptions by corporations, executors,
administrators, trustees and guardians. For instructions, call 1-800-551-5849
or write to Berger Funds at the address in the box at the head of this section.

NET ASSET VALUE (NAV) -- YOUR PRICE

The price at which you buy, sell or exchange Fund shares is their NAV. The NAV
for each Fund is determined by adding the value of that Fund's investments, cash
and other assets, deducting liabilities, and then dividing that value by the
total number of that Fund's shares outstanding.

Each Fund's NAV is calculated 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.

SIDEBAR BOX:
FOR A PURCHASE, REDEMPTION OR EXCHANGE OF FUND
SHARES, YOUR PRICE IS THE NAV NEXT CALCULATED AFTER
YOUR REQUEST IS RECEIVED IN GOOD ORDER AND
ACCEPTED BY THE FUND OR ITS AUTHORIZED AGENT OR
DESIGNEE. TO RECEIVE A SPECIFIC DAY'S PRICE, YOUR
REQUEST MUST BE RECEIVED BEFORE THE CLOSE OF THE
NEW YORK STOCK EXCHANGE ON THAT DAY.

When the Funds calculate their NAV they value the securities they hold at market
value. Sometimes, market quotes for some securities are not available or are
not representative of market value. In that case, securities will be valued in
good faith at fair value, using consistently applied procedures decided on by
the trustees. Money market instruments maturing within 60 days are valued at
amortized cost, which approximates

-14-
<PAGE>

market value. Assets and liabilities expressed in foreign currencies are
converted into U.S. dollars at the prevailing market rates quoted by one or more
banks or dealers shortly before the close of the Exchange.

OTHER INFORMATION ABOUT YOUR ACCOUNT

SECURITY CONSIDERATIONS

You may give up some level of security by choosing to buy or sell shares by
telephone or on-line, rather than by mail. The Funds use procedures designed to
give reasonable assurance that telephone and on-line instructions are genuine,
including recording the transactions, testing the identity of the shareholder
placing the order and sending prompt written confirmation of transactions to the
shareholder of record. The Funds, and their service providers, are not liable
for acting upon instructions communicated by telephone or on-line that they
believe to be genuine if these procedures are followed.

CONFIRMATION OF YOUR PURCHASES AND REDEMPTIONS

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

SHARE CERTIFICATES

You may request and receive share certificates. However, unless specifically
requested, your account will be maintained on a book-entry basis without issuing
share certificates to represent your shares. If you decide to hold share
certificates, you must endorse your certificates and send them back to the
Berger Funds when you sell your shares.

PURCHASES THROUGH BROKER-DEALERS

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

REDEMPTIONS BY THE FUNDS OF CERTAIN ACCOUNTS

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

-15-
<PAGE>

DISTRIBUTIONS AND TAXES

DISTRIBUTIONS OF INCOME AND GAINS

Unless you tell us that you want to receive your distributions in cash, they
will be reinvested automatically in Fund shares. Each Fund may make two
different kinds of distributions to you as a shareholder:

- - Capital gains from the sale of portfolio securities held by a Fund. The
Funds will distribute any net realized capital gains annually, normally in
December.
- - Net investment income from interest or dividends received on securities
held by a Fund. The Funds will distribute their investment income
annually, normally in December.

YOUR TAXES

You generally will owe tax on amounts distributed to you by the Funds whether
you reinvest them in additional shares or receive them in cash. Shareholders not
subject to tax on their income generally will not be required to pay any income
tax on amounts distributed to them.

Distributions from a Fund's long-term capital gains generally are taxed at the
long-term capital gains rate regardless of how long you have owned your Fund
shares. Distributions from other sources generally are taxed as ordinary
income.

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

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

TAX TREATMENT OF THE FUNDS

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

ADDITIONAL TAX INFORMATION

You should also consult your own tax advisor, since this is only a summary and
may not cover your particular situation. For more information about other tax
matters, including backup withholding for certain taxpayers and other tax
aspects of redemptions, see the SAI.

-16-
<PAGE>

TAX-SHELTERED RETIREMENT PLANS

The Funds offer several tax-qualified retirement plans for individuals,
businesses and non-profit organizations. For information about establishing a
Berger Funds IRA, profit-sharing or money purchase pension plan, 403(b)
Custodial Account, SEP-IRA, SIMPLE IRA account or other retirement plans please
call 1-800-333-1001 or write to the Funds c/o Berger Associates, P.O. Box 5005,
Denver, CO 80217. Trustees for existing 401(k) or other plans interested in
using Fund shares as an investment or investment alternative in their plans are
invited to call the Funds at 1-800-333-1001.

ORGANIZATION OF THE BERGER FUND FAMILY

FUND OVERSIGHT

Each Fund is supervised by a board of trustees who are responsible for major
decisions about the Funds' policies and overall Fund oversight. Each Fund's
board hires the companies that run day-to-day Fund operations, such as the
investment advisor, administrator, transfer agent and custodian. For more
information about the Funds' trustees and officers, see the SAI.

FUND OPERATIONS AND EXPENSES

Berger Associates provides day-to-day investment management and administrative
services to the Funds. Its fees are shown as a percentage of each Fund's
average daily net assets:

<TABLE>
<CAPTION>
<S> <C> <C>
- ----------------------------------------------------------------------------------------------------
FUND ADVISOR ADMINISTRATOR (1)
(PAID BY FUND) (PAID BY FUND)
- ----------------------------------------------------------------------------------------------------
BERGER MID-CAP GROWTH FUND BERGER ASSOCIATES BERGER ASSOCIATES
0.___% 0.01%
- ----------------------------------------------------------------------------------------------------
BERGER SELECT FUND BERGER ASSOCIATES BERGER ASSOCIATES
0.___% 0.01%
- ----------------------------------------------------------------------------------------------------
</TABLE>

(1) As administrator of these Funds, Berger Associates provides limited
administrative and recordkeeping services not provided by the Funds' other
service companies.

BERGER ASSOCIATES (210 University Blvd., Suite 900, Denver, CO 80206) serves as
investment advisor, sub-advisor, administrator or sub-administrator to mutual
funds and institutional investors. Berger Associates has been in the investment
advisory business for over 20 years. Kansas City Southern Industries, Inc.
(KCSI) owns approximately 87% of Berger Associates. KCSI is a publicly traded
holding company with principal operations in rail transportation, through its
subsidiary The Kansas City Southern Railway Company, and financial asset
management businesses. When acting as investment advisor, Berger Associates is
responsible for managing the investment operations of the Funds.

-17-
<PAGE>

ADDITIONAL EXPENSE INFORMATION

12b-1 PLANS. Each Fund has adopted a 12b-1 plan permitting it to pay certain
costs of distributing its shares. Berger Associates is paid a fee under each
plan of 0.25% of each Fund's average daily net assets. The fee may be used for
such things as:

- - marketing and promotional activities
- - printing and distributing prospectuses and reports to prospective
shareholders
- - printing and distributing Fund sales literature
- - compensation to dealers and others who provide distribution and
administrative services
- - support services (such as routine requests for information).

The Funds may be jointly promoted with other Berger Funds. Costs of joint
promotions are allocated among the Funds on the basis of net assets, unless
otherwise directed by the trustees.

BROKERAGE COMMISSIONS. Fund portfolio brokerage is permitted to be placed
through a broker-dealer that may be considered an affiliate of Berger
Associates, but only when commissions paid to that broker-dealer are applied to
reduce Fund expenses.

Sales of Fund shares by a broker-dealer, and its recommendation that customers
purchase Fund shares, are factors that may be considered in the selection of
broker-dealers to execute Fund portfolio transactions. In placing all portfolio
business, the Fund's advisor or sub-advisor will seek best execution.

Portfolio changes are made whenever the Fund's investment manager believes that
the Fund's goal could be better achieved by investment in another security,
regardless of portfolio turnover. At times, portfolio turnover for a Fund may
exceed 100% per year. Turnover for the Berger Select Fund is not expected to
exceed 300%. Turnover for the Berger Mid-Cap Growth Fund is not expected to
exceed 200%. Higher turnover rates may result in higher brokerage costs to
the Funds and in higher net taxable gains for you as an investor.

OTHER SERVICE PROVIDERS

The following additional companies provide services to the Funds:

TRANSFER AGENT AND DIVIDEND PAYING AGENT
DST Systems, Inc. (DST)
P.O. Box 419958
Kansas City, MO 64141
DST may be considered an affiliate of Berger Associates through common ownership
by KCSI.

CUSTODIAN
Investors Fiduciary Trust Company (IFTC)
127 West 10th Street
Kansas City, MO 64105

-18-
<PAGE>

DISTRIBUTOR
Berger Distributors, Inc. (BDI)
210 University Blvd., Suite 900
Denver, CO 80206
BDI is not paid a fee for its services, but may be reimbursed by Berger
Associates for its costs in distributing Fund shares. BDI is wholly-owned by
Berger Associates and certain Fund officers are also officers or directors of
BDI.

THIRD PARTY ADMINISTRATORS
Certain brokerage firms and other companies may provide administrative services
(such as sub-transfer agency, recordkeeping or shareholder communications
services) to investors purchasing shares of the Funds through those companies.
A Fund's advisor or a Fund (if approved by its trustees) may pay fees to these
companies for their services. These companies may also be appointed as agents
for or authorized by the Funds to accept on their behalf purchase and redemption
requests that are received in good order. Subject to Fund approval, certain of
these companies may be authorized to designate other entities to accept purchase
and redemption orders on behalf of the Funds.

ADDITIONAL INFORMATION

VOTING. The Funds do not hold annual shareholder meetings, but may hold special
meetings for such matters as electing or removing board members or considering
changes to fundamental policies, advisory contracts or 12b-1 fees. Shareholders
of each Fund vote separately on matters relating only to that Fund. They vote
together and along with the shareholders of any other series of the trust in the
election of trustees and on all matters relating to the trust as a whole. Each
full share of each Fund has one vote. The Funds' investment objectives may be
changed only with shareholder approval.

-19-
<PAGE>

[BACK COVER]

The Statement of Additional Information (SAI) has been filed with the SEC and is
incorporated by reference in its entirety into this prospectus (meaning it
legally becomes a part of this prospectus). The SAI may be obtained without
charge by calling the Funds at 1-800-333-1001. You may also read or download
the SAI and other information from the SEC's Internet Web site at www.sec.gov.

Shareholders with questions should write to the Berger Funds, c/o Berger
Associates, Inc., P.O. Box 5005, Denver, CO 80217, or call 1-800-333-1001 or
contact us on-line at www.bergerfunds.com.

[LOGO](R)
The Berger Funds
210 University Blvd.
Denver, CO 80206
<PAGE>

BERGER SELECT FUND
BERGER MID-CAP GROWTH FUND

STATEMENT OF ADDITIONAL INFORMATION

SHAREHOLDER SERVICES: 1-800-551-5849

This Statement of Additional Information ("SAI") is not a prospectus. It
should be read in conjunction with the Prospectus dated December 31, 1997,
describing the Berger Funds listed above (the "Funds"), which may be obtained by
writing the Funds at P.O. Box 5005, Denver, Colorado 80217, or calling
1-800-333-1001. The Funds are "no-load" mutual funds, meaning that a buyer pays
no commissions or sales load when buying or redeeming shares of the Funds,
although each Fund pays certain costs of distributing its shares. See "Section
5. Expenses of the Funds -- 12b-1 Plans" below.

This SAI describes each of these Funds which have many features in common,
but different investment emphases.

BERGER SELECT FUND
The investment objective of the Berger Select Fund is capital appreciation.

BERGER MID-CAP GROWTH FUND
The investment objective of the Berger Mid-Cap Growth Fund is capital
appreciation.

DATED DECEMBER 31, 1997

<PAGE>

TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS

- --------------------------------------------------------------------------------
TABLE OF CONTENTS CROSS-REFERENCES TO
RELATED DISCLOSURES
IN PROSPECTUS
- --------------------------------------------------------------------------------
Introduction Table of Contents
- --------------------------------------------------------------------------------
1. Portfolio Policies of the Funds Berger Funds;
Investment Techniques, Securities
and the Associated Risks
- --------------------------------------------------------------------------------
2. Investment Restrictions Berger Funds;
Investment Techniques, Securities
and the Associated Risks
- --------------------------------------------------------------------------------
3. Management of the Funds Berger Funds;
Organization of the Berger Fund
Family
- --------------------------------------------------------------------------------
4. Investment Advisor Berger Funds;
Organization of the Berger Fund
Family
- --------------------------------------------------------------------------------
5. Expenses of the Funds Berger Funds;
Organization of the Berger Fund
Family
- --------------------------------------------------------------------------------
6. Brokerage Policy Organization of the Berger Fund
Family
- --------------------------------------------------------------------------------
7. How to Purchase Shares in the Funds Information on Your Account
- --------------------------------------------------------------------------------
8. How the Net Asset Value is Determined Information on Your Account
- --------------------------------------------------------------------------------
9. Income Dividends, Capital Gains Information on Your Account
Distributions and Tax Treatment
- --------------------------------------------------------------------------------
10. Suspension of Redemption Rights Information on Your Account
- --------------------------------------------------------------------------------
11. Tax-Sheltered Retirement Plans Information on Your Account
- --------------------------------------------------------------------------------
12. Special Purchase and Exchange Plans Information on Your Account
- --------------------------------------------------------------------------------
13. Performance Information Organization of the Berger Fund
Family
- --------------------------------------------------------------------------------
14. Additional Information Organization of the Berger Fund
Family
- --------------------------------------------------------------------------------
Financial Statements N/A
- --------------------------------------------------------------------------------

-i-
<PAGE>

INTRODUCTION

The Funds described in this SAI are mutual funds, or open-end,
management investment companies. Although each Fund is offering only its own
shares and is not participating in the sale of the shares of the other Fund, it
is possible that a Fund might become liable for any misstatement, inaccuracy or
incomplete disclosure in the Prospectus or SAI concerning the other Fund.

1. PORTFOLIO POLICIES OF THE FUNDS

The Prospectus describes the investment goals (objectives) of each of
the Funds and the primary policies to be employed to achieve those objectives.
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.

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

DEBT SECURITIES. Debt securities (such as bonds or debentures) are
fixed-income securities which bear interest and are issued by corporations or
governments. The issuer has a contractual obligation to pay interest at a
stated rate on specific dates and to repay principal on a specific maturity
date. In addition to market risk, debt securities are generally subject to two
other kinds of risk: credit risk and interest rate risk. Credit risk refers to
the ability of the issuer to meet interest or principal payments as they come
due. The lower the rating given a security by a rating service (such as Moody's
Investor Service ("Moody's") and Standard & Poor's ("S&P")), the greater the
credit risk the rating service perceives with respect to that security. Neither
of the Funds will purchase any nonconvertible securities rated below investment
grade (Ba or lower by Moody's, BB or lower by S&P). In cases where the ratings
assigned by more than one rating agency differ, the Funds will consider the
security as rated in the higher category. If nonconvertible securities
purchased by a Fund are downgraded to below investment grade following purchase,
the trustees of the Fund, in consultation with the Fund's advisor, will
determine what action, if any, is appropriate in light of all relevant
circumstances. For a further discussion of debt security ratings, see Appendix
A to this SAI.

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

CONVERTIBLE SECURITIES. The Funds may also purchase debt or equity
securities which are convertible into common stock when the Fund's advisor
believes they offer the potential for a

-1-
<PAGE>

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 Fund or a decline in the market value of the securities.
Convertible securities often display a degree of market price volatility that is
comparable to common stocks. The credit risk associated with convertible
securities generally is reflected by their ratings by organizations such as
Moody's or S&P or a similar determination of creditworthiness by the Fund's
advisor. 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, the Funds will not invest
in any security in default at the time of purchase, and each of the Funds will
invest less than 20% of the market value of its assets at the time of purchase
in convertible securities rated below investment grade. If convertible
securities purchased by a Fund are downgraded following purchase, or if other
circumstances cause 20% or more of a Fund's assets to be invested in convertible
securities rated below investment grade, the trustees of the Fund, in
consultation with the Fund's advisor, will determine what action, if any, is
appropriate in light of all relevant circumstances. For a further discussion of
debt security ratings, see Appendix A to this SAI.

ZEROS/STRIPS. The Funds may 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. Neither of the Funds will invest in
mortgage-backed or other asset-backed securities.

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

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

FOREIGN SECURITIES. Each Fund may invest in foreign securities, which
may be traded in foreign markets and denominated in foreign currency. The
Funds' investments may also include American Depositary Receipts (ADRs),
European Depositary Receipts (EDRs) which are similar to ADRs,

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<PAGE>

in bearer form, designed for use in the European securities markets, and in
Global Depositary Receipts (GDRs).

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

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

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

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

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

ILLIQUID AND RESTRICTED SECURITIES. Each of the Funds is authorized
to invest in securities which are illiquid or not readily marketable because
they are subject to restrictions on their resale

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<PAGE>

("restricted securities") or because, based upon their nature or the market for
such securities, no ready market is available. However, neither 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. 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. If securities become illiquid following
purchase or other circumstances cause more than 15% of a Fund's net assets to be
invested in illiquid securities, the trustees of that Fund, in consultation with
the Fund's advisor, will determine what action, if any, is appropriate in light
of all relevant circumstances.

Repurchase agreements maturing in more than seven days will be
considered as illiquid for purposes of this restriction. Pursuant to guidelines
established by the trustees, a Fund's advisor will determine whether securities
eligible for resale to qualified institutional buyers 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 willing 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).
The liquidity of a Fund's investments in Rule 144A securities could be impaired
if qualified institutional buyers become uninterested in purchasing these
securities.

REPURCHASE AGREEMENTS. Each Fund may invest in repurchase agreements
with various financial organizations, including commercial banks, registered
broker-dealers and registered government securities dealers. A repurchase
agreement is an agreement under which a Fund acquires a debt security (generally
a debt security issued or guaranteed by the U.S. government or an agency
thereof, a banker's acceptance or a certificate of deposit) from a commercial
bank, broker or dealer, subject to resale to the seller at an agreed upon price
and date (normally, the next business day). A repurchase agreement may be
considered a loan collateralized by securities. The resale price reflects an
agreed upon interest rate effective for the period the instrument is held by 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 trustees will establish guidelines and
standards for review by the investment advisor of the creditworthiness of any
bank, broker or dealer party to a repurchase agreement with a Fund. Neither 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.

These transactions must be fully collateralized at all times by debt
securities (generally a security issued or guaranteed by the U.S. Government or
an agency thereof, a banker's acceptance or a certificate of deposit), but
involve certain risks, such as credit risk to the Fund if the other party
defaults on its obligation and the Fund is delayed or prevented from liquidating
the collateral. For example, if the other party to the agreement defaults on
its obligation to repurchase the underlying security at a time when the value of
the security has declined, 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 and delayed. Further, it is
possible that a Fund may not be able to substantiate its interest in the
underlying security and may be deemed an

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<PAGE>

unsecured creditor of the other party to the agreement. The Funds expect that
these risks can be controlled through careful monitoring procedures.

WHEN-ISSUED AND DELAYED DELIVERY SECURITIES. Each Fund may purchase
and sell securities on a when-issued or delayed delivery basis. However,
neither 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, 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 available on a comparable security when delivery
takes place may vary from the yield on the security at the time that the
when-issued or delayed delivery transaction was entered into. Any failure to
consummate a when-issued or delayed delivery transaction may result in a Fund
missing the opportunity of obtaining a price or yield considered to be
advantageous. When-issued and delayed delivery transactions may generally be
expected to settle within one month from the date the transactions are entered
into, but in no event later than 90 days. However, no payment or delivery is
made by 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 liquid assets having an aggregate value equal to the amount
of such purchase commitments, until payment is made. If necessary, additional
assets will be placed in the account daily so that the value of the account will
equal or exceed the amount of the Fund's purchase commitments.

LENDING OF PORTFOLIO SECURITIES. The Funds each may lend their
securities to qualified institutional investors (such as brokers, dealers or
other financial organizations) 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. Loans of securities
by a 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. By lending its securities, each of those
Funds 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.

Each of those Funds 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 receives
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
receives all dividends and distributions on the loaned securities and any
increase in the market value of the loaned securities.

The Funds bear 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

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<PAGE>

the transaction. Neither of the Funds will 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 a 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 is only permitted 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.

Historically, a Fund could have made a short sale, as described above,
when it wanted to sell a security it owned at a current attractive price, but
also wished 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. However, recent federal tax
legislation eliminated the ability to defer recognition of gain or loss in short
sales against the box and accordingly, it is not anticipated that either of the
Funds will be engaging in these transactions unless there are further
legislative changes.

SPECIAL SITUATIONS. Each Fund may also invest in special situations,
that is, in common stocks of companies that have recently experienced or are
anticipated to experience a significant change in structure, management,
products or services. Examples of special situations are companies being
reorganized or merged, companies having unusual new products, or which enjoy
particular tax advantages, or companies that are run by new management or may be
probable takeover candidates. The opportunity to invest in special situations,
however, is limited and depends in part on the market's assessment of these
issuers and their circumstances. In addition, stocks of companies in special
situations may be more volatile, since the market value of these stocks may
decline if an anticipated event or benefit does not materialize.

HEDGING TRANSACTIONS. Each Fund is authorized to make limited use of
certain types of futures, forwards and/or options, but only for the purpose of
hedging, that is, protecting against market risk due to market movements that
may adversely affect the value of 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 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 hedging may also limit a Fund's opportunity to profit from
favorable price movements, and the cost of the transaction will reduce the
potential return on the security or the portfolio. Use of these instruments by
a Fund involves the potential for a loss that may exceed the amount of initial
margin the Fund would be permitted to commit to the contracts under its
investment limitation, or in the case of a call option written by the Fund, may
exceed the premium received for the option. However, a Fund is permitted to
use such instruments for hedging purposes only, and only if the aggregate amount
of its obligations under these contracts does not exceed the

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<PAGE>

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 help ensure that the Fund will be able to meet its
obligations under its futures and forward contracts and its obligations under
options written by that Fund, the Fund will be required to maintain liquid
assets in a segregated account with its custodian bank or to set aside portfolio
securities to "cover" its position in these contracts.

The principal risks of a Fund utilizing futures transactions, forward
contracts and options are: (a) losses resulting from market movements not
anticipated by the Fund; (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
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) lack of assurance that the counterparty to a
forward contract would be willing to negotiate an offset or termination of the
contract when so desired; and (e) the need for additional information and skills
beyond those required for the management of a portfolio of traditional
securities. In addition, when the Fund enters into an over-the-counter contract
with a counterparty, the Fund will assume counterparty credit risk, that is, the
risk that the counterparty will fail to perform its obligations, in which case
the Fund could be worse off than if the contract had not been entered into.

Following is additional information concerning the futures, forwards
and options which a Fund may utilize, provided that no more than 5% of the
Fund's net assets at the time the contract is entered into may be used for
initial margins for financial futures transactions and premiums paid for the
purchase of options. In addition, the Funds may only write call options that
are covered and only up to 25% of the Fund's total assets.

FUTURES CONTRACTS. Financial futures contracts are exchange-traded
contracts on financial instruments (such as securities and foreign currencies)
and securities indices that obligate the holder to take or make delivery of a
specified quantity of the underlying financial instrument, or the cash value of
an index, at a future date. Although futures contracts by their terms call for
the delivery or acquisition of the underlying instruments or a cash payment
based on the mark-to-market value of the underlying instruments, in most cases
the contractual obligation will be 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.

The Funds 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 other
liquid assets. If the value of either party's position declines, that party
will be required to make additional "variation 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

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<PAGE>

margin extended by a securities broker, and would be released 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 a Fund's investment limitations. A Fund
will incur brokerage fees when it buys or sells 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. A 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, a 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 a Fund would hold cash and liquid assets in a segregated
account with a mark-to-market 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.

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 use of futures contracts as a hedging technique
allows a Fund 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.

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

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<PAGE>

distortions, a correct forecast of general price trends by a Fund still may not
result in a successful use of futures.

Futures contracts entail additional risks. Although a Fund will only
utilize futures contracts when it 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 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 utilizing futures contracts 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 value less than or equal to the
securities it wishes to hedge or is considering purchasing. 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 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.

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<PAGE>

OPTIONS ON FUTURES CONTRACTS. The Funds may buy and write options on
futures contracts for hedging purposes. An option on a futures contract gives a
Fund 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.

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 a
privately negotiated 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 they
will only use forward contracts or commitments for hedging purposes and will
only use forward foreign currency exchange contracts, although a Fund 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 exchange-traded
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 relevant 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) on a specified date. 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 (in terms of a
specified currency) for securities it has agreed to buy or sell ("transaction
hedge"). A Fund also may

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<PAGE>

hedge some or all of its investments denominated in foreign currency against a
decline in the value of that currency (or a proxy currency whose price movements
are expected to have a high degree of correlation with the currency being
hedged) 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").

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 investment manager's projection of future exchange
rates is inaccurate. Unforeseen changes in currency prices may result in poorer
overall performance for a Fund than if it had not entered into such contracts.

A Fund 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 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 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 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. The Funds 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

-11-
<PAGE>

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 liquid assets in a segregated account
with its custodian.

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

The writer of an exchange-traded call option that wishes to terminate
its obligation may effect a "closing purchase transaction." This is
accomplished by buying an option of the same series as the option previously
written. The effect of the purchase is that the writer's position will be
cancelled by the clearing corporation. If 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

-12-
<PAGE>

current trading volume, or (vi) one or more Exchanges could, for economic or
other reasons, decide or be compelled at some future date to discontinue the
trading of options (or a particular class or series of options), in which event
the secondary market on that Exchange (or in that class or series of options)
would cease to exist, although outstanding options on that Exchange that had
been issued by the OCC as a result of trades on that Exchange would continue to
be exercisable in accordance with their terms.

In addition, when 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 utilizing put
options 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 the 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.

TEMPORARY DEFENSIVE MEASURES. Each of the Funds may increase its
investment in government securities, and other short-term, interest-bearing
securities without regard to the Fund's otherwise applicable percentage limits,
policies or its normal investment emphasis when its advisor believes market
conditions warrant a temporary defensive position. Taking larger positions in
such short-term investments may serve as a means of preserving capital in
unfavorable market conditions. During these periods, a Fund may not participate
in stock or bond market advances or declines to the same extent that it would if
the Fund remained more fully invested in stocks and bonds and it may be more
difficult for the Fund to achieve its investment objective.

NON-DIVERSIFICATION. The Berger Select Fund is classified as a
"non-diversified" Fund under the Investment Company Act of 1940, which means
that the Fund is not limited by that Act in the proportion of its assets that it
may invest in the securities of a single issuer. The Fund's net asset value may
be more volatile than that of a more-widely diversified fund because the Fund
invests more of its assets in a smaller number of issuers. Consequently, the
Fund may be more vulnerable to any

-13-
<PAGE>

single economic, political or regulatory occurrence, and the gains or losses on
a single stock will have a greater impact on the Fund's net asset value.

However, the Fund intends to conduct its operations so as to qualify
to be taxed as a "regulated investment company" under the Internal Revenue Code,
which will generally relieve the Fund of any liability for federal income tax to
the extent its earnings are distributed to shareholders. See Section 9--Income
Dividends, Capital Gains Distributions and Tax Treatment below. To qualify as a
regulated investment company, among other requirements, the Fund will limit its
investments so that, at the close of each quarter of the taxable year, (i) not
more than 25% of the market value of the Fund's total assets will be invested in
securities of a single issuer, and (ii) with respect to 50% of the market value
of its total assets, not more than 5% of the market value of its total assets
will be invested in the securities of a single issuer and the Fund will not own
more than 10% of the outstanding voting securities of a single issuer. These
limitations do not apply to U.S. government securities.

PORTFOLIO TURNOVER. The annual portfolio turnover rates of the Funds
at times may exceed 100%. A 100% annual turnover rate results, for example, if
the equivalent of all of the securities in the Fund's portfolio are replaced in
a period of one year. Investment changes will be made whenever a Fund's
investment manager deems them appropriate even if this results in a higher
portfolio turnover rate. In addition, portfolio turnover for the Funds may
increase as a result of large amounts of purchases and redemptions of shares of
the Funds due to economic, market or other factors that are not within the
control of management. The annual portfolio turnover rate for the Berger Select
Fund is not expected to exceed 300%. The annual portfolio turnover rate for the
Berger Mid-Cap Growth Fund is not expected to exceed 200%.

Higher portfolio turnover will necessarily result in correspondingly
higher brokerage costs for the Funds. 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 to shareholders. The Funds' brokerage
policy is discussed further below under Section 6--Brokerage Policy, and
additional information concerning income taxes is located under Section
9--Income Dividends, Capital Gains Distributions and Tax Treatment.

2. INVESTMENT RESTRICTIONS

The investment objective of each Fund is set forth on the cover of
this SAI. The investment objectives of the Funds are considered fundamental,
meaning that they cannot be changed without a shareholders' vote. There can be
no assurance that either Fund's investment objective will be realized.

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

Except as noted, the following fundamental restrictions apply to each
of the Berger Select Fund and the Berger Mid-Cap Growth Fund. The Fund may not:

1. (Applies to the Berger Mid-Cap Growth Fund only) 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

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<PAGE>

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) 25% or more 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 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), each Fund uses the industry groups used in the Data Monitor Portfolio
Monitoring System of William O'Neil & Co. Incorporated.

The trustees have adopted additional non-fundamental investment
restrictions for the Berger Select Fund and the Berger Mid-Cap Growth 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 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.

2. 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).

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

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<PAGE>

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. 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 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.

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

3. MANAGEMENT OF THE FUNDS

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

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

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

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

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

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<PAGE>

Trust since its inception in October 1995. Trustee of Berger/BIAM
Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios Trust since
their inception in May 1996. Trustee of Berger Omni Investment Trust
since February 1997. Chairman (since 1994) and a Director (since 1973)
and, formerly, President (1973-1994) of Berger Associates.

LOUIS R. BINDNER, 1075 South Fox, Denver, CO 80223, age 72. President,
Climate Engineering, Inc. (building environmental systems). Director of
Berger 100 Fund and Berger Growth and Income Fund. Trustee of Berger
Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide Portfolios Trust
and Berger Omni Investment Trust.

KATHERINE A. CATTANACH, 384 South Ogden, Denver, CO 80209, age 52. Managing
Principal, Sovereign Financial Services, L.L.C. (investment consulting
firm). Formerly (1981-1988), Executive Vice President, Captiva
Corporation, Denver, Colorado (private investment management firm).
Ph.D. in Finance (Arizona State University); Chartered Financial Analyst
(CFA). Director of Berger 100 Fund and Berger Growth and Income Fund.
Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide
Portfolios Trust and Berger Omni Investment Trust.

LUCY BLACK CREIGHTON, 1917 Leyden Street, Denver, CO 80220, age 70.
Associate, University College, University of Denver. Formerly, President
of the Colorado State Board of Land Commissioners (1989-1995), and Vice
President and Economist (1983-1988) and Consulting Economist (1989) for
First Interstate Bank of Denver. Ph.D. in Economics (Harvard
University). Director of Berger 100 Fund and Berger Growth and Income
Fund. Trustee of Berger Investment Portfolio Trust, Berger Institutional
Products Trust, Berger/BIAM Worldwide Funds Trust, Berger/BIAM Worldwide
Portfolios Trust and Berger Omni Investment Trust.

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

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

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

* PATRICK S. ADAMS, 210 University Boulevard, Suite 900, Denver, CO 80206,
age 37. President and portfolio manager of the Berger Select Fund since
November 1997. Executive Vice President and portfolio manager of the
Berger 100 Fund and Executive Vice President

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<PAGE>

Investment Corp. Portfolio Manager from August 1985 to December 1989
with Capital Management Group - Star Bank.

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

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

* Interested person (as defined in the Investment Company Act of 1940) of the
Funds and/or of the Funds' advisor.

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

TRUSTEE COMPENSATION

The officers of the Funds received no compensation from the Funds during
the fiscal year ended September 30, 1997. However, trustees of the Funds who
are not "interested persons" of the Funds or their advisors are compensated for
their services according to a fee schedule, allocated among the Funds and other
Berger Funds. Neither the officers of the Funds nor the trustees receive any
form of pension or retirement benefit compensation from the Funds.

The following table sets forth information regarding compensation paid or
accrued during the fiscal year ended September 30, 1997, for each trustee of the
Funds:

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<PAGE>

- ---------------------------------------------------------------------------------------------------------------
NAME AND POSITION AGGREGATE COMPENSATION FROM
WITH BERGER FUNDS
- ---------------------------------------------------------------------------------------------------------------
BERGER SELECT FUND(1) BERGER MID-CAP GROWTH FUND(1) ALL BERGER FUNDS(2)
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Dennis E. Baldwin(3) $
- ---------------------------------------------------------------------------------------------------------------
William M.B. Berger(3),(4) $0
- ---------------------------------------------------------------------------------------------------------------
Louis R. Bindner(3) $
- ---------------------------------------------------------------------------------------------------------------
Katherine A. Cattanach(3) $
- ---------------------------------------------------------------------------------------------------------------
Lucy Black Creighton(3) $
- ---------------------------------------------------------------------------------------------------------------
Paul R. Knapp(3) $
- ---------------------------------------------------------------------------------------------------------------
Gerard M. Lavin(3),(4),(5),(6) $0
- ---------------------------------------------------------------------------------------------------------------
Harry T. Lewis(3) $
- ---------------------------------------------------------------------------------------------------------------
Michael Owen(3) $
- --------------------------------------------------------------------------------------------------------------
William Sinclaire(3) $
- --------------------------------------------------------------------------------------------------------------
Trustees as a Group $
- --------------------------------------------------------------------------------------------------------------

</TABLE>

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<PAGE>

NOTES TO TABLE

(1) The Funds did not commence operations until December 31, 1997. Figures are
estimates for the first year of the Funds' operations.

(2) Includes the Berger 100 Fund, the Berger Growth and Income Fund, the
Berger Investment Portfolio Trust (all series), the Berger Institutional
Products Trust (all series), the Berger/BIAM Worldwide Portfolios Trust (all
series), the Berger/BIAM Worldwide Portfolios Trust (all series) and the
Berger Omni Investment Trust (consisting of the Berger Small Cap Value Fund,
which was added to the Berger Funds in February 1997). Aggregate
compensation figures do not include the first-year estimates for the Berger
Select Fund and the Berger Mid-Cap Growth Fund. Of the aggregate amounts
shown for each trustee, the following amounts were deferred under applicable
deferred compensation plans: Dennis E. Baldwin $[_______]; Louis R. Bindner
$[_______]; Katherine A. Cattanach $[_______]; Lucy Black Creighton
$[________]; Michael Owen $[_________]; William Sinclaire $[________].

(3) Director of Berger 100 Fund and Berger Growth and Income Fund and trustee
of Berger Investment Portfolio Trust, Berger Institutional Products Trust,
Berger/BIAM Worldwide Portfolios Trust, Berger/BIAM Worldwide Funds Trust and
Berger Omni Investment Trust.

(4) Interested person of Berger Associates.

(5) Interested person of BBOI Worldwide LLC, an investment advisory affiliate
of Berger Associates. Trustee of Berger/BIAM Worldwide Funds Trust and
Berger/BIAM Worldwide Portfolios Trust.

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

Trustees may elect to defer receipt of all or a portion of their fees
pursuant to a fee deferral plan adopted by each of the Funds. Under the plan,
deferred fees are credited to an account and adjusted thereafter to reflect the
investment experience of whichever of the Berger Funds (or approved money market
funds) is designated by the trustee for this purpose. Pursuant to an SEC
exemptive order, the Funds are permitted to purchase shares of the designated
funds in order to offset their obligation to the trustees participating in the
plan. Purchases made pursuant to the plan are excepted from any otherwise
applicable investment restriction limiting the purchase of securities of any
other investment company. A Fund's obligation to make payments of deferred fees
under the plan is a general obligation of the Fund.

As of December 1, 1997, the officers and trustees of the Funds as a
group owned none of the outstanding shares of either Fund.

4. INVESTMENT ADVISOR

BERGER ASSOCIATES - INVESTMENT ADVISOR

Berger Associates, Inc. ("Berger Associates"), 210 University
Boulevard, Suite 900, Denver, CO 80206, is the investment advisor to the Funds.
Berger Associates is responsible for managing the investment operations of these
Funds and the composition of their investment portfolios. Berger Associates
also acts as each Funds' administrator and is responsible for such functions as
monitoring compliance with all applicable federal and state laws.

Berger Associates has been in the investment advisory business for
over 20 years. It serves as investment advisor or sub-advisor to mutual funds
and institutional investors, and has assets under management of more than
$[_____] billion as of October 31, 1997. Kansas City Southern Industries, Inc.
("KCSI") owns approximately 87% of the outstanding shares of Berger Associates.
KCSI is a publicly traded holding company with principal operations in rail
transportation, through its subsidiary The Kansas City Southern Railway Company,
and financial asset management businesses. KCSI also owns approximately 41% of
the outstanding shares of DST Systems, Inc. ("DST"), a publicly traded
information and transaction processing company which acts as the Funds'
sub-transfer agent.

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<PAGE>

INVESTMENT ADVISORY AGREEMENTS

Under the Investment Advisory Agreements between each Fund and its
advisor, the advisor is generally responsible for furnishing continuous advice
and recommendations as to the acquisition, holding or disposition of securities
or other assets which each Fund may own or contemplate acquiring from time to
time. Under the Agreements, the advisor is compensated for its services by the
payment of a fee at the following annual rates, calculated as a percentage of
the average daily net assets of the Fund:

- --------------------------------------------------------------------------------
FUND ADVISOR INVESTMENT
ADVISORY FEE
- --------------------------------------------------------------------------------
Berger Select Fund Berger Associates 0.___%
- --------------------------------------------------------------------------------
Berger Mid-Cap Growth Fund Berger Associates 0.___%
- --------------------------------------------------------------------------------

Each Fund's current Investment Advisory Agreement will continue in
effect until the last day of April, 1999, and thereafter from year to year if
such continuation is specifically approved at least annually by the trustees or
by vote of a majority of the outstanding shares of the Fund and in either case
by vote of a majority of the trustees who are not "interested persons" (as that
term is defined in the 1940 Act) of the Fund or the advisor. Each Agreement is
subject to termination by the Fund or the advisor on 60 days' written notice,
and terminates automatically in the event of its assignment.

TRADE ALLOCATIONS

Investment decisions for each Fund and other accounts advised by the
Funds' advisor are made independently with a view to achieving each of their
respective investment objectives and after consideration of such factors as
their current holdings, availability of cash for investment and the size of
their investments generally. However, certain investments may be appropriate
for a Fund and one or more such accounts. If a Fund and other accounts advised
by a Fund's advisor are contemporaneously engaged in the purchase or sale of the
same security, the orders may be aggregated and/or the transactions averaged as
to price and allocated equitably to the Fund and each participating account.
While in some cases, this policy might adversely affect the price paid or
received by a Fund or other participating accounts, or the size of the position
obtained or liquidated, the advisor will aggregate orders if it believes that
coordination of orders and the ability to participate in volume transactions
will result in the best overall combination of net price and execution.

RESTRICTIONS ON PERSONAL TRADING

Berger Associates permits its directors, officers, employees and other
access persons (as defined below) of Berger Associates ("covered persons") to
purchase and sell securities for their own accounts in accordance with
provisions governing personal investing in Berger Associates' Code of Ethics.
The Code requires all covered persons to conduct their personal securities
transactions in a manner which does not operate adversely to the interests of
the Funds or Berger Associates' other advisory clients. Directors and officers
of Berger Associates (including those who also serve as trustees of the Funds),
investment personnel and other designated covered persons deemed to have access
to current trading information ("access persons") are required to pre-clear all
transactions in securities not otherwise exempt under the Code. Requests for
authority to trade will be denied pre-clearance when, among other reasons, the
proposed personal transaction would be contrary to the provisions of the Code or
would be deemed to adversely affect any transaction then known to be under
consideration for or currently being effected on behalf of any client account,
including the Funds.

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<PAGE>

In addition to the pre-clearance requirements described above, the
Code subjects those covered persons deemed to be access persons to various
trading restrictions and reporting obligations. All reportable transactions are
reviewed for compliance with Berger Associates' Code. Those covered persons
also may be required under certain circumstances to forfeit their profits made
from personal trading. The Code is administered by Berger Associates and the
provisions of the Code are subject to interpretation by and exceptions
authorized by its board of directors.

5. EXPENSES OF THE FUNDS

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

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

Each of the Funds has appointed Investors Fiduciary Trust Company
("IFTC"), 127 W. 10th Street, Kansas City, MO 64105, as its recordkeeping and
pricing agent. In addition, IFTC also serves as the Funds' custodian, transfer
agent and dividend disbursing agent. IFTC has engaged DST Systems, Inc.
("DST"), P.O. Box 419958, Kansas City, MO 64141, as sub-agent to provide
transfer agency and dividend disbursing services for the Funds. 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 Fund and performs certain accounting and recordkeeping
functions required by the Funds. The Funds pay IFTC a monthly base fee plus an
asset-based fee. IFTC is also reimbursed for certain out-of-pocket expenses.

IFTC, as custodian, and its subcustodians have custody and provide for
the safekeeping of the 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 an asset-based fee 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 $15.65 per
open Fund shareholder account,

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<PAGE>

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.

12b-1 PLANS

Each of the Funds 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 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 may include,
but are not limited to, payments made to, and costs incurred by, a Fund's
principal underwriter in connection with the distribution of Fund shares,
including payments made to and expenses of officers and registered
representatives of the Distributor; payments made to and expenses of other
persons (including employees of Berger Associates) who are engaged in, or
provide support services in connection with, the distribution of 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 Fund shares, including services to holders of Fund shares and
prospective investors; costs related to the formulation and implementation of
marketing and promotional activities, including direct mail promotions and
television, radio, newspaper, magazine and other mass media advertising; costs
of printing and distributing prospectuses and reports to prospective
shareholders of Fund shares; costs involved in preparing, printing and
distributing sales literature for Fund shares; costs involved in obtaining
whatever information, analyses and reports with respect to market and
promotional activities on behalf of a Fund relating to Fund shares that Berger
Associates deems advisable; and such other costs relating to Fund shares as the
Fund may from time to time reasonably deem necessary or appropriate in order to
finance activities primarily intended to result in the sale of Fund shares.
Such 12b-1 fee 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
the 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 a Fund may engage in activities which jointly
promote the sale of Fund shares and other funds that are or may in the future be
advised or administered by Berger Associates, which costs are not readily
identifiable as related to any one fund. In such cases, Berger Associates
allocates the cost of the activity among the funds involved on the basis of
their respective net assets, unless otherwise directed by the trustees.

The current 12b-1 Plans will continue in effect until the end of April
1998, and from year to year thereafter if approved at least annually by each
Fund's trustees and those trustees who are not interested persons of the Fund
and have no direct or indirect financial interest in the operation of the Plan
or any related agreements by votes cast in person at a meeting called for such
purpose. The Plans may not be amended to increase materially the amount to be
spent on distribution of Fund shares without shareholder approval.

OTHER EXPENSE INFORMATION

The trustees of each of the Funds have authorized portfolio
transactions to be placed on an agency basis through DST Securities, Inc.
("DSTS"), a wholly-owned broker-dealer subsidiary of DST. When transactions are
effected through DSTS, the commission received by DSTS is credited against, and
thereby reduces, certain operating expenses that the Fund would otherwise be
obligated

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<PAGE>

to pay. No portion of the commission is retained by DSTS. DSTS may be
considered an affiliate of Berger Associates due to the ownership interest of
KCSI in both DSTS and Berger Associates.

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

DISTRIBUTOR

The distributor (principal underwriter) of each Fund's shares is
Berger Distributors, Inc. (the "Distributor"), 210 University Boulevard, Suite
900, Denver, CO 80206. The Distributor may be reimbursed by Berger Associates
for its costs in distributing the Funds' shares.

6. BROKERAGE POLICY

Although each Fund retains full control over its own investment
policies, under the terms of its Investment Advisory Agreement, the advisor is
directed to place the portfolio transactions of the Fund. A report on the
placement of brokerage business is given to the trustees of each Fund every
quarter, indicating the brokers with whom Fund portfolio business was placed and
the basis for such placement.

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

In accordance with this provision of the Agreement, portfolio
brokerage business of each Fund may be placed with brokers who provide useful
research services to the advisor. Such research services include computerized
stock quotation and trading services, fundamental and technical analysis data
and software, broker and other third-party equity research, computerized stock
market and business news services, economic research and account performance
data. Those services included a service used by the independent trustees of the
Funds in reviewing the Investment Advisory Agreements.

The research services received from brokers are often helpful to the
advisor 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 responsibility of the advisor's 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 the
advisor 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 the advisor in rendering investment advice to
the Funds. Although such research services may be deemed to be of value to the
advisor, they are not expected to decrease the expenses that the advisor would
otherwise incur in performing its investment

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<PAGE>

advisory services for the Funds nor will the advisory fees that are received by
the advisor from the Funds be reduced as a result of the availability of such
research services from brokers.

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

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

7. HOW TO PURCHASE SHARES IN THE FUNDS

Minimum Initial Investment $2,000.00
Minimum Subsequent Investment $ 50.00

To purchase shares in either 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

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
or via on-line access, and remitting payment to DST Systems, Inc. Payment for
shares ordered on-line must be made by electronic funds transfer. In order to
make sure that payment for telephone purchases is received on time, shareholders
are encouraged to remit payment by electronic funds transfer. Shareholders may
also remit payment for telephone purchases by wire or by overnight delivery.

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

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<PAGE>

total return on an investment in Fund shares. No such charge will apply to an
investor who purchases Fund shares directly from a Fund as described above.

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

8. 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 (the
"Exchange") (normally 4:00 p.m., New York time, Monday through Friday) each day
that the Exchange is open. The Exchange is closed and the net asset value of
the Funds is not determined on weekends and on New Year's Day, Martin Luther
King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day each year. The per share net
asset value of 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 for each of the Funds, securities
listed or traded primarily on national exchanges, The Nasdaq Stock Market and
foreign exchanges are valued at the last sale price on such markets, or, if such
a price is lacking for the trading period immediately preceding the time of
determination, such securities are valued at the mean of their current bid and
asked prices. Securities that are traded in the over-the-counter market are
valued at the mean between their current bid and asked prices. The market value
of individual securities held by 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 valued on the
amortized cost basis, which approximates market value. All assets and
liabilities initially expressed in terms of non-U.S. dollar currencies are
translated into U.S. dollars at the prevailing market rates as quoted by one or
more banks or dealers shortly before the close of the Exchange. Securities and
assets for which quotations are not readily available are valued at fair values
determined in good faith pursuant to consistently applied procedures established
by the trustees.

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

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

9. INCOME DIVIDENDS, CAPITAL GAINS
DISTRIBUTIONS AND TAX TREATMENT

This discussion summarizes certain U.S. federal income tax issues
relating to the Funds. As a summary, it is not an exhaustive discussion of all
possible tax ramifications. Accordingly,

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<PAGE>

shareholders are urged to consult with their tax advisors with respect to their
particular tax consequences.

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

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

In general, net capital gains from assets held by a Fund for more than
18 months will be subject to a maximum tax rate of 20%; net capital gains from
assets held for more than one year but no more than 18 months will be subject to
a maximum tax rate of 28%; and net capital gains from assets held for one year
or less will be taxed as ordinary income. In general, shareholders will be
subject to these capital gains rules regardless of how long they have held Fund
shares, but recent changes in the law governing taxation of capital gains may
alter the applicable tax treatment. It is expected that the Treasury Department
will issue guidance about how the changes in the capital gains tax rules will
apply to shareholders of RICs.

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

If a shareholder has elected to receive dividends and/or capital gain
distributions in cash and the postal or other delivery service is unable to
deliver checks to the shareholder's address of record, such shareholder's
distribution option will automatically be converted to having all dividend and
other distributions reinvested in additional shares. In addition, no interest
will accrue on amounts represented by uncashed distribution or redemption
checks.

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

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

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<PAGE>

itemized deduction) or claim a foreign tax credit for their share of foreign
taxes, subject to limitations prescribed in the tax law.

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

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

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

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

10. SUSPENSION OF REDEMPTION RIGHTS

The right of redemption may be suspended for any period during which
the New York Stock Exchange is closed or the Securities and Exchange Commission
determines that trading on the Exchange is restricted, or when there is an
emergency as determined by the Securities and Exchange Commission as a result of
which it is not reasonably practicable for 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 is, however,
governed by Rule 18f-1 under the Investment Company Act of 1940 pursuant to
which the Fund is obligated to redeem shares solely in cash up to the lesser of
$250,000 or 1% of the net assets of the Fund during any 90-day period for any
one shareholder. For purposes of this threshold, each underlying account holder
whose shares are held of record in certain omnibus accounts is treated as one
shareholder. Should redemptions by any shareholder during any 90-day period
exceed such limitation, the Fund will have the option of redeeming the excess in
cash or in-kind. If shares are redeemed in-kind, the redeeming shareholder
generally will incur brokerage costs in converting the assets to cash. The
method of valuing securities used to make redemption in-kind will be the same as
the method of valuing portfolio securities described under Section 8.

11. TAX-SHELTERED RETIREMENT PLANS

The Funds offer several tax-qualified retirement plans for
individuals, businesses and non-profit organizations, including a Profit-Sharing
Plan, a Money Purchase Pension Plan, an Individual

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<PAGE>

Retirement Account (IRA) and a 403(b) Custodial Account for adoption by
employers and individuals who wish to participate in such Plans by accumulating
shares of either of the Funds with tax-deductible dollars. For information on
other types of retirement plans offered by the Funds, please call 1-800-333-1001
or write to the Funds c/o Berger Associates, P.O. Box 5005, Denver, CO 80217.

PROFIT-SHARING AND MONEY PURCHASE PENSION PLANS

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

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

If you wish to purchase shares of either 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
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. A participant who is not
a 5% owner of the employer may postpone such distributions to April 1 of the
calendar year following the year of retirement. This exception does not apply
to distributions from an individual retirement account (IRA). Except for
required distributions after age 70 1/2, periodic distributions over more than
10 years and the distribution of any after-tax contributions, distributions are
subject to 20% Federal income tax withholding unless those distributions are
rolled directly to another qualified plan or an IRA. Participants may not be
able to receive distributions immediately upon request because of certain
requirements under federal tax law. Since distributions which do not satisfy
these requirements can result in adverse tax consequences, consultation with an
attorney or tax advisor regarding the Plans is recommended. You should also
consult with your tax advisor regarding state tax law implications of
participation in the Plans.

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

INDIVIDUAL RETIREMENT ACCOUNT (IRA)

If you are an individual with compensation or earned income, whether
or not you are actively participating in an existing qualified retirement plan,
you can provide for your own retirement by adopting an IRA. Under an IRA, you
can contribute each year up to the lesser of 100% of your compensation or
$2,000. If you have a nonemployed spouse (or if your spouse elects to be
treated as

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<PAGE>

having no compensation) and you file a joint return, you and your spouse
together may make contributions totaling up to $4,000 to two IRAs (with no more
than $2,000 being contributed to either account) if your joint income is $4,000
or more. If neither you nor your spouse are active participants in an existing
qualified retirement plan, or if your income does not exceed certain amounts,
the amounts contributed to your IRA can be deducted for Federal income tax
purposes whether or not your deductions are itemized. If you or your spouse are
covered by an existing qualified retirement plan, 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 accumulated in your IRA are not taxed until the account
is distributed.

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

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

In order to receive the necessary materials to create an IRA account,
please write to the 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 federally
tax-exempt private schools, colleges, universities, hospitals, religious and
charitable or other nonprofit organizations, you may establish a 403(b)
Custodial Account. Your employer must participate in the establishment of the
account.

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

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

Individuals who wish to purchase shares of a Fund in conjunction
with a 403(b) Custodial Account may use a Custodian Account Agreement and
related forms available from the Funds. IFTC

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<PAGE>

serves as custodian of the 403(b) Custodial Account, for which it charges an
annual custodian fee for each Fund or Cash Account Trust Money Market Portfolio
in which the participant's account is invested.

In order to receive the necessary materials to create a 403(b)
Custodial Account, please write to the 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 either 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 shareholder deposits
Fund shares with the Fund and appoints the Fund as agent to redeem shares in the
shareholder's account in order to make monthly, quarterly, semi-annual or annual
withdrawal payments to the shareholder of a fixed amount. The minimum
withdrawal payment is $50.00. These payments generally will be made on the 25th
day of the month.

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

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

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

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

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

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<PAGE>

13. PERFORMANCE INFORMATION

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 Value Line Investment Survey or by publications of general
interest such as THE WALL STREET JOURNAL, INVESTOR'S BUSINESS DAILY, MONEY,
BARRON'S, FINANCIAL WORLD or KIPLINGER'S PERSONAL FINANCE MAGAZINE. In
addition, the Funds may compare their performance to that of recognized
broad-based securities market indices, including the Standard & Poor's 500 Stock
Index, the Dow Jones Industrial Average, the Russell 2000 Stock Index, the
Standard & Poor's 400 Mid-Cap Index, the Standard & Poor's 600 Small Cap Index,
the Standard & Poor's/BARRA Value Index, the Nasdaq Composite Index or the
Lehman Brothers Intermediate Term Government/Corporate Bond Index, or more
narrowly-based or blended indices which reflect the market sectors in which 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.

All 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.

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, or for
the life of the Fund, if shorter. These are the rates of return that would
equate the initial amount invested to the ending redeemable value. These rates
n
of return are calculated pursuant to the following formula: P(1 + T) = 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.

14. ADDITIONAL INFORMATION

FUND ORGANIZATION

BERGER SELECT FUND AND BERGER MID-CAP GROWTH FUND. The Berger Select
Fund and the Berger Mid-Cap Growth Fund are each separate series established on
November ___, 1997, under the Berger Investment Portfolio Trust, a Delaware
business trust. The Trust is authorized to issue an unlimited number of
shares of beneficial interest in series or portfolios. Currently, the Funds
are two of the five series established under the Trust, although others may
be added in the future. The Trust is also authorized to establish multiple
classes of shares representing differing interests in an existing or new
series. Shares of the Funds are fully paid and nonassessable when issued.
Each share has a par value of $.01. All shares issued by each 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.

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<PAGE>

DELAWARE BUSINESS TRUST INFORMATION. Under Delaware law, shareholders
of the Funds organized as series of Delaware Business Trusts will enjoy the same
limitations on personal liability as extended to stockholders of a Delaware
corporation. Further, the Trust Instruments of those Trusts 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 Trusts or any particular series (fund) of the Trusts. 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
Trusts are not entitled to the limitations of liability set forth in Delaware
law or the Trust Instruments and, accordingly, that they may be personally
liable for the obligations of the Trusts.

In order to protect shareholders from such potential liability, the
Trust Instruments require that every written obligation of the Trusts or any
series thereof contain a statement to the effect that such obligation may only
be enforced against the assets of the Trusts or such series. The Trust
Instruments 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 Trusts shall, upon request,
assume the defense of any such claim made against 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 shareholder of the Funds in those Trusts
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 Trusts believe that the risk of personal liability to shareholders of the
Fund is therefore remote. The trustees intend to conduct the operations of the
Trusts and the Funds so as to avoid, to the extent possible, liability of
shareholders for liabilities of the Trusts or the Funds.

CORPORATE GOVERNANCE INFORMATION PERTAINING TO THE FUNDS. Neither 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
trustees. If shareholders owning at least 10% of the outstanding shares of the
Berger Investment Portfolio Trust so request, a special shareholders' meeting of
the Trust will be held for the purpose of considering the removal of a trustee,
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 the Trust so request.
Subject to certain limitations, the Trust will facilitate appropriate
communications by shareholders desiring to call a special meeting for the
purpose of considering the removal of a trustee.

Shareholders of the Funds and, where applicable, the other series of
the same business trust, generally vote separately on matters relating to those
respective series, although they vote together and with the holders of any other
series of the same business trust 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 the Funds have non-cumulative voting rights, which means
that the holders of more than 50% of the shares voting for the election of
trustees can elect 100% of the trustees if they choose to do so and, in such
event, the holders of the remaining less than 50% of the shares voting for the
election of trustees will not be able to elect any person or persons as
trustees.

Shares of the Funds have no preemptive rights. There are no sinking
funds or arrearage provisions which may affect the rights of the Fund shares.
Fund shares have no subscription rights or conversion rights. Shares of the
Funds may be transferred by endorsement, or other customary methods, but neither
of the Funds is bound to recognize any transfer until it is recorded on its
books.

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<PAGE>

PRINCIPAL SHAREHOLDERS

Insofar as the management of the Funds is aware, as of December 31,
1997, no person owned, beneficially or of record, more than 5% of the
outstanding shares of the Funds, except for Berger Associates, which purchased a
nominal number of initial shares of each Fund in order to facilitate completion
of the Funds' organization.

DISTRIBUTION

Berger Distributors, Inc., as the Funds' Distributor, is the principal
underwriter of all the Funds' shares. The Distributor is a wholly-owned
subsidiary of Berger Associates. The Distributor is a registered broker-dealer
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. The Distributor acts as the agent of a
Fund in connection with the sale of the Fund's shares in all states in which the
shares are eligible for sale and in which the Distributor is qualified as a
broker-dealer.

Each of the Funds and the Distributor are parties to a Distribution
Agreement that continues through April 1999, and thereafter from year to year if
such continuation is specifically approved at least annually by the trustees or
by vote of a majority of the outstanding shares of the Fund and in either case
by vote of a majority of the trustees who are not "interested persons" (as that
term is defined in the Investment Company Act of 1940) of the Fund or the
Distributor. The Distribution Agreement is subject to termination by the Fund
or the Distributor on 60 days' prior written notice, and terminates
automatically in the event of its assignment. Under the Distribution Agreement,
the Distributor continuously offers shares of the Funds and solicits orders to
purchase Fund shares at net asset value. The Distributor is not compensated for
its services under the Distribution Agreement, but may be reimbursed by Berger
Associates for its costs in distributing Fund shares.

OTHER INFORMATION

Davis, Graham & Stubbs LLP, 370 Seventeenth Street, Denver, Colorado,
acts as counsel to the Funds.

Price Waterhouse LLP, 950 Seventeenth Street, Denver, Colorado, has
been appointed to act as independent accountants for each Fund for the fiscal
year ended September 30, 1998.

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

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<PAGE>

APPENDIX A

HIGH-YIELD/HIGH-RISK SECURITIES

Each of the Funds may invest in convertible securities of any quality,
including unrated securities or securities rated below investment grade (Ba or
lower by Moody's, BB or lower by S&P). However, a Fund will not purchase any
security in default at the time of purchase. Neither of the Funds will invest
more than 20% of the market value of its assets at the time of purchase in
convertible securities rated below investment grade.

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

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

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

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

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

CORPORATE BOND RATINGS

The ratings of fixed-income securities by Moody's and Standard & Poor's are
a generally accepted measurement of credit risk. However, they are subject to
certain limitations. Ratings are generally based upon historical events and do
not necessarily reflect the future. In addition, there is a

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<PAGE>

period of time between the issuance of a rating and the update of the rating,
during which time a published rating may be inaccurate.

KEY TO MOODY'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

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

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

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<PAGE>

KEY TO STANDARD & POOR'S CORPORATE RATINGS

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

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

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

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

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

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

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

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

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<PAGE>

BERGER INVESTMENT PORTFOLIO TRUST

PART C. OTHER INFORMATION

Item 24. FINANCIAL STATEMENTS AND EXHIBITS:

(a) FINANCIAL STATEMENTS.

In Part A of the Registration Statement (Prospectus):

None

In Part B of the Registration Statement (Statement of Additional
Information):

None

In Part C of the Registration Statement:

None.

(b) EXHIBITS.

The Exhibit Index following the signature pages below is 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 as of October 10, 1997, as follows:

(1) (2)

Number of
Title of Class Record Holders
-------------- --------------
Shares of Beneficial 85,669
Interest in Berger Small
Company Growth Fund

Shares of Beneficial 17,730
Interest in Berger New
Generation Fund

C-1

<PAGE>

Shares of Beneficial 1,392
Interest in Berger
Balanced Fund

Shares of Beneficial -0-
Interest in Berger
Select Fund

Shares of Beneficial -0-
Interest in Berger
Mid-Cap 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 a 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
Funds, is described in the Prospectus under the heading "Organization of the
Berger Fund Family -- Fund Organization and Expenses" and in the Statement of
Additional Information in Section 4 which are included in this Registration
Statement. Information relating to the business and other connections of the
officers and directors of Berger Associates (current and for the past two years)
is listed in Schedules A and D of Berger Associates' Form ADV as filed with the
Securities and Exchange Commission (File No. 801-9451, dated September 29,
1997),

C-2

<PAGE>

which information from such schedules is incorporated herein by reference.

Item 29. PRINCIPAL UNDERWRITERS

(a) Investment companies (other than the Funds) for which the
Registrant's principal underwriter also acts as principal underwriter:

The One Hundred Fund, Inc.
Berger One Hundred and One Fund, Inc.
Berger Investment Portfolio Trust
- --Berger Small Company Growth Fund
- --Berger New Generation Fund
- --Berger Balanced Fund
Berger Omni Investment Trust
- --Berger Small Cap Value Fund
Berger Institutional Products Trust
- --Berger IPT - 100 Fund
- --Berger IPT - Growth and Income Fund
- --Berger IPT - Small Company Growth Fund
- --Berger/BIAM IPT - International Fund
Berger/BIAM Worldwide Funds Trust
- --Berger/BIAM International Fund
- --International Equity Fund
- --Berger/BIAM International CORE Fund

(b) For Berger Distributors, Inc.:

- --------------------------------------------------------------------------------
Name Positions and Positions and
Offices with Offices with
Underwriter Registrant
- --------------------------------------------------------------------------------
Craig D. Cloyed President and Director None
- --------------------------------------------------------------------------------
David G. Mertens Vice President and Director None
- --------------------------------------------------------------------------------
David J. Schultz Chief Financial Officer Assistant Treasurer
- --------------------------------------------------------------------------------
Brian S. Ferrie Chief Compliance Officer None
- --------------------------------------------------------------------------------
Kevin R. Fay Director Vice President, Secretary
and Treasurer
- --------------------------------------------------------------------------------

The principal business address of Mr. Mertens is 1850 Parkway Place,
Suite 420, Marietta, GA 30067. The principal

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<PAGE>

business address of each of the other persons in the table above is 210
University Blvd., Suite 900, Denver, CO 80206.

Item 30. LOCATION OF ACCOUNTS AND RECORDS

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

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

(b) Accounting records relating to cash and other money balances;
asset, liability, reserve, capital, income and expense accounts;
portfolio securities; purchases and sales; and brokerage
commissions are maintained by the Registrant's Recordkeeping and
Pricing Agent, Investors Fiduciary Trust Company ("IFTC"),
127 West 10th Street, Kansas City, Missouri 64105. Other records
of the Registrant relating to purchases and sales; the 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.

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 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 Funds.

Item 32. UNDERTAKINGS

(a) The Registrant undertakes to furnish each person to whom a
prospectus is delivered with a copy of Registrant's latest annual report to
shareholders, upon request and without charge.

(b) Registrant hereby undertakes to file a post-effective amendment,
containing reasonably current financial statements relating to each of the
Berger Select Fund and the Berger Mid-Cap Growth Fund (which need not be
certified) within four to six

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<PAGE>

months of the later of the effective date of this amendment to the Registration
Statement or commencement of operations of each such Fund, respectively.

(c) 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
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

C-5

<PAGE>

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 and County of Denver, and State of
Colorado, on the 17th day of October, 1997.

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

By/s/ Gerard M. Lavin
--------------------------------
Name: Gerard M. Lavin
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
--------- ----- ----

Gerard M. Lavin President (Principal October 17, 1997
- -------------------------- Executive Officer)
Gerard M. Lavin and Director

Kevin R. Fay Vice President, October 17, 1997
- -------------------------- Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)

/s/ Dennis E. Baldwin Trustee October 17, 1997
- --------------------------
Dennis E. Baldwin*

/s/ William M.B. Berger Trustee October 17, 1997
- --------------------------
William M.B. Berger*

/s/ Louis R. Bindner Trustee October 17, 1997
- --------------------------
Louis R. Bindner*

/s/ Katherine A. Cattanach Trustee October 17, 1997
- --------------------------
Katherine A. Cattanach*

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<PAGE>

/s/ Lucy Black Creighton Trustee October 17, 1997
- --------------------------
Lucy Black Creighton*

/s/ Paul R. Knapp Trustee October 17, 1997
- --------------------------
Paul R. Knapp*

/s/ Harry T. Lewis, Jr. Trustee October 17, 1997
- --------------------------
Harry T. Lewis, Jr.*

/s/ Michael Owen Trustee October 17, 1997
- --------------------------
Michael Owen*

/s/ William Sinclaire Trustee October 17, 1997
- --------------------------
William Sinclaire*

Gerard M. Lavin
- --------------------------
*By Gerard M. Lavin
Attorney-in-Fact

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<PAGE>

BERGER INVESTMENT PORTFOLIO TRUST
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 5.1 Form of Investment Advisory
Agreement for Berger Small Company
Growth Fund
(7) Exhibit 5.2 Form of Investment Advisory
Agreement for Berger New Generation
Fund
(9) Exhibit 5.3 Form of Investment Advisory
Agreement for Berger Balanced Fund
* Exhibit 5.4 EX-99.B5.4 Form of Investment Advisory
Agreement for Berger Select Fund
* Exhibit 5.5 EX-99.B5.5 Form of Investment Advisory
Agreement for Berger Mid-Cap
Growth Fund
(9) Exhibit 6 Form of Distribution Agreement
between the Trust and Berger
Distributors, Inc.
Exhibit 7 Not applicable
(6) Exhibit 8 Form of Custody Agreement
(9) Exhibit 9.1 New Account Application
(1) Exhibit 9.2.1 Form of Administrative Services
Agreement for Berger Small Company
Growth Fund
(7) Exhibit 9.2.2 Form of Administrative Services
Agreement for Berger New Generation
Fund
(9) Exhibit 9.2.3 Form of Administrative Services
Agreement for Berger Balanced Fund
* Exhibit 9.2.4 EX-99.B9.2.4 Form of Administrative Services
Agreement for Berger Select Fund
* Exhibit 9.2.5 EX-99.B9.2.5 Form of Administrative Services
Agreement for Berger Mid-Cap
Growth Fund
(2) Exhibit 9.3 Form of Recordkeeping and Pricing
Agent Agreement
(2) Exhibit 9.4 Form of Agency Agreement
(4) Exhibit 9.5.1 Services Agreement between Berger
Associates, Inc.,

<PAGE>

N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
- ------------------- ------------ ------------------------------

Charles Schwab & Co., Inc. and
Berger Investment Portfolio Trust
on behalf of Berger Small Company
Growth Fund, effective February 1,
1994
(8) Exhibit 9.5.2 Services Agreement between Berger
Associates, Inc., Charles Schwab &
Co., Inc. and Berger Investment
Portfolio Trust on behalf of Berger
New Generation Fund
* Exhibit 10 EX-99.B10 Opinion and consent of Davis,
Graham & Stubbs LLP
(8) Exhibit 11 Consent of Price Waterhouse LLP
Exhibit 12 Not applicable
(3) Exhibit 13 Investment Letter from Initial
Stockholder
* Exhibit 14.1 EX-99.B14.1 IRA Account Application,
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 15.1 Rule 12b-1 Plan for Berger Small
Company Growth Fund
(7) Exhibit 15.2 Rule 12b-1 Plan for Berger New
Generation Fund
(9) Exhibit 15.3 Rule 12b-1 Plan for Berger Balanced
Fund
* Exhibit 15.4 EX-99.B15.4 Rule 12b-1 Plan for Berger Select
Fund
* Exhibit 15.5 EX-99.B15.5 Rule 12b-1 Plan for Berger Mid-Cap
Growth Fund
(4) Exhibit 16 Schedule for Computation of
Performance Data
(8) Exhibit 17.1 Financial Data Schedule for Berger
Small Company Growth Fund
(8) Exhibit 17.2 Financial Data Schedule for Berger
New Generation Fund
** Exhibit 17.3 Financial Data Schedule for Berger
Balanced Fund
** Exhibit 17.4 Financial Data Schedule for Berger
Select Fund
** Exhibit 17.5 Financial Data Schedule for Berger
Mid-Cap Growth Fund

<PAGE>

Exhibit 18 Not Applicable

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

* To be filed by amendment.
** Not required to be filed until financial statements for Fund are required.
(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.
(6) Previously filed on November 27, 1995, with Post-Effective Amendment No. 6
to the Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.
(7) Previously filed on February 23, 1996, with Post-Effective Amendment No. 8
to the Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.
(8) Previously filed on October 30, 1996, with Post-Effective Amendment No. 9
to the Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.
(9) Previously filed on August 28, 1997, with Post-Effective Amendment No. 11
to the Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.