<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 28, 1998
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. 18 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 20 /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
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (303) 329-0200
---------------------------
Gerard M. Lavin, 210 University Boulevard, Suite 900, Denver, CO 80206
- --------------------------------------------------------------------------------
(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: As soon as practicable after this
post-effective amendment becomes effective.
It is proposed that this filing will become effective: (check appropriate box)
/ / immediately upon filing pursuant to paragraph (b)
/X/ on October 30, 1998, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(1)
/ / on (date) pursuant to paragraph (a)(1)
/ / 75 days after filing pursuant to paragraph (a)(2)
/ / on (date) pursuant to paragraph (a)(2) of Rule 485
If appropriate, check the following box:
/X/ this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
Title of Securities Being Registered: Shares of Beneficial Interest of
The Berger Special Values Fund
<PAGE>
BERGER INVESTMENT PORTFOLIO TRUST
SHARES OF BENEFICIAL INTEREST
Cross-Reference Sheet Pursuant to Rule 481
I. Berger Special Values 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 Berger Funds; Investment
of Registrant Techniques, Securities and the
Associated Risks; Organization
of the Berger Fund Family
5. Management of the Berger Funds; Organization of
Fund the Berger Fund Family
5A. Management's Annual Report
Discussion of Fund
Performance
6. Capital Stock and Information on Your Account;
Other Securities Organization of the Berger Fund
Family; Back cover page
7. Purchase of Information on Your Account;
Securities Being Organization of the Berger Fund
Offered Family
8. Redemption or Information on Your Account
Repurchase
9. Pending Legal Not Applicable
Proceedings
B. STATEMENT OF ADDITIONAL
INFORMATION
10. Cover Page Front cover page
11. Table of Contents Table of Contents
12. General Information Section 14
and History
13. Investment Objectives Front cover page; Sections 1
and Policies and 2
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 Section 14
Other 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 Section 13
Performance 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 Special Values Fund
One Statement of Additional Information for the Berger Special Values 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, Berger
Balanced Fund, Berger Select Fund, Berger Mid Cap Growth Fund or Berger Mid Cap
Value Fund.
<PAGE>
INCORPORATION BY REFERENCE
Registrant hereby incorporates by reference Part A (the Prospectus) and
Part B (the Statement of Additional Information) pertaining to the Berger
Special Values Fund contained in Post-Effective Amendment No. 17 to Registrant's
Registration Statement on Form N-1A, filed with the Securities and Exchange
Commission on July 16, 1998.
<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 September 23, 1998, are as follows:
<TABLE>
<CAPTION>
(1) (2)
Number of
Title of Class Record Holders
-------------- --------------
<S> <C>
Shares of Beneficial 75,984
Interest in Berger Small
Company Growth Fund
Shares of Beneficial 17,040
Interest in Berger New
Generation Fund
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<PAGE>
Shares of Beneficial 1,927
Interest in Berger
Balanced Fund
Shares of Beneficial 1,391
Interest in Berger
Select Fund
Shares of Beneficial 345
Interest in Berger
Mid Cap Growth Fund
Shares of Beneficial 1,388
Interest in Berger
Mid Cap Value Fund
Shares of Beneficial -0-
Interest in Berger
Special Values Fund
</TABLE>
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
Fund, is described in the Prospectus under the
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<PAGE>
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 March 27, 1998), which information from such schedules is
incorporated herein by reference.
Item 29. PRINCIPAL UNDERWRITERS
(a) Investment companies 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 Select Fund
- --Berger Mid Cap Growth Fund
- --Berger Mid Cap Value Fund
- --Berger Special Values 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.:
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- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Name Positions and Positions and
Offices with Offices with
Underwriter Registrant
- --------------------------------------------------------------------------------
<S> <C> <C>
David G. Mertens President, CEO and Director None
- --------------------------------------------------------------------------------
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<PAGE>
- --------------------------------------------------------------------------------
David J. Schultz Chief Financial Officer, Assistant Treasurer
Assistant Secretary and
Treasurer
- --------------------------------------------------------------------------------
Brian S. Ferrie Vice President and Chief None
Compliance Officer
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Mark S. Sunderhuse Director None
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Janice M. Teague Vice President and Assistant Secretary
Secretary
- --------------------------------------------------------------------------------
Kevin R. Fay Director Vice President, Secretary
and Treasurer
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
The principal business address of each of the persons in the table
above is 210 University Blvd., Suite 900, Denver, CO 80206.
(c) Not applicable.
Item 30. LOCATION OF ACCOUNTS AND RECORDS
The accounts, books and other documents required to be maintained by
Section 31(a) of the 1940 Act and the rules promulgated thereunder are
maintained as follows:
(a) Shareholder records are maintained by the Registrant's
sub-transfer agent, DST Systems, Inc., P.O. Box 419958, Kansas
City, MO 64141;
(b) Accounting records relating to cash and other money balances;
asset, liability, reserve, capital, income and expense accounts;
portfolio securities; purchases and sales; and brokerage
commissions are maintained by the Registrant's Recordkeeping and
Pricing Agent, Investors Fiduciary Trust Company ("IFTC"),
127 West 10th Street, Kansas City, Missouri 64105. Other records
of the Registrant relating to purchases and sales; the Trust
Instrument, minute books and other trust records; brokerage
orders; performance information and other records are maintained
at the offices of the Registrant at 210 University Boulevard,
Suite 900, Denver, Colorado 80206.
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<PAGE>
Item 31. MANAGEMENT SERVICES
The Registrant has no management-related service contract which is not
discussed in Parts A and B of this form. See Section 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 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
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<PAGE>
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 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 certifies that it meets all of
the requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and 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 28th day of September, 1998.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Gerard M. Lavin President (Principal September 28, 1998
- ------------------------- Executive Officer)
Gerard M. Lavin and Director
Kevin R. Fay Vice President, September 28, 1998
- ------------------------- Secretary and Treasurer
Kevin R. Fay (Principal Financial
and Accounting Officer)
/s/ Dennis E. Baldwin Trustee September 28, 1998
- -------------------------
Dennis E. Baldwin*
/s/ William M.B. Berger Trustee September 28, 1998
- -------------------------
William M.B. Berger*
/s/ Louis R. Bindner Trustee September 28, 1998
- -------------------------
Louis R. Bindner*
C-7
<PAGE>
/s/ Katherine A. Cattanach Trustee September 28, 1998
- --------------------------
Katherine A. Cattanach*
/s/ Paul R. Knapp Trustee September 28, 1998
- -------------------------
Paul R. Knapp*
/s/ Harry T. Lewis, Jr. Trustee September 28, 1998
- -------------------------
Harry T. Lewis, Jr.*
/s/ Michael Owen Trustee September 28, 1998
- -------------------------
Michael Owen*
/s/ William Sinclaire Trustee September 28, 1998
- -------------------------
William Sinclaire*
Gerard M. Lavin
- -------------------------
*By Gerard M. Lavin
Attorney-in-Fact
</TABLE>
C-8
<PAGE>
BERGER INVESTMENT PORTFOLIO TRUST
EXHIBIT INDEX
<TABLE>
<CAPTION>
N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
- ------------ ------------------- ------------------------------------
<S> <C> <C> <C>
(1) Exhibit 1 Trust Instrument
(1) Exhibit 2 Bylaws
Exhibit 3 Not applicable
Exhibit 4 Not applicable
(1) Exhibit 5.1 Form of Investment Advisory Agreement for Berger Small Company Growth Fund
(4) Exhibit 5.2 Form of Investment Advisory Agreement for Berger New Generation Fund
(6) Exhibit 5.3 Form of Investment Advisory Agreement for Berger Balanced Fund
(9) Exhibit 5.4 Form of Investment Advisory Agreement for Berger Select Fund
(9) Exhibit 5.5 Form of Investment Advisory Agreement for Berger Mid Cap Growth Fund
(14) Exhibit 5.6 Form of Investment Advisory Agreement for Berger Mid Cap Value Fund
(14) Exhibit 5.7 Form of Sub-Advisory Agreement for Berger Mid Cap Value Fund
* Exhibit 5.8 EX-99.B5.8 Form of Investment Advisory Agreement for Berger Special Values Fund
(14) Exhibit 6 Form of Distribution Agreement between the Trust and Berger Distributors, Inc.
Exhibit 7 Not applicable
(3) Exhibit 8 Form of Custody Agreement
(8) Exhibit 9.1 New Account Application
(1) Exhibit 9.2.1 Form of Administrative Services Agreement for Berger Small Company Growth Fund
(4) Exhibit 9.2.2 Form of Administrative Services Agreement for Berger New Generation Fund
(6) Exhibit 9.2.3 Form of Administrative Services Agreement for Berger Balanced Fund
<PAGE>
(9) Exhibit 9.2.4 Form of Administrative Services Agreement for Berger Select Fund
(9) Exhibit 9.2.5 Form of Administrative Services Agreement for Berger Mid Cap Growth Fund
(14) Exhibit 9.2.6 Form of Administrative Services Agreement for Berger Mid Cap Value Fund
* Exhibit 9.2.7 EX-99.B9.2.7 Form of Administrative Services Agreement for Berger Special Values Fund
(1) Exhibit 9.3 Form of Recordkeeping and Pricing Agent Agreement
(1) Exhibit 9.4 Form of Agency Agreement
(13) Exhibit 9.5.1 Amendment No. 4 to Services Agreement between Berger Associates, Inc., Charles
Schwab & Co., Inc. and Berger Investment Portfolio Trust on behalf of Berger Small
Company Growth Fund, effective February 1, 1994
(5) Exhibit 9.5.2 Amendment No. 5 to Services Agreement between Berger Associates, Inc., Charles
Schwab & Co., Inc. and Berger Investment Portfolio Trust on behalf of Berger New
Generation Fund, effective March 29, 1996
(10) Exhibit 9.5.3 Amendment No. 8 to Services Agreement between Berger Associates, Inc., Charles
Schwab & Co., Inc. and Berger Investment Portfolio Trust on behalf of Berger
Balanced Fund, effective September 30, 1997
(11) Exhibit 9.5.4 Amendment No. 9 to Services Agreement between Berger Associates, Inc., Charles
Schwab & Co., Inc. and Berger Investment Portfolio Trust on behalf of Berger
Select Fund, effective December 31, 1997
(12) Exhibit 9.5.5 Amendment No. 10 to Services Agreement between Berger Associates, Inc., Charles
Schwab & Co., Inc. and Berger
<PAGE>
Investment Portfolio Trust on behalf of Berger Mid Cap Growth Fund, effective
December 31, 1997
* Exhibit 10 EX-99.B10 Opinion and consent of Davis, Graham & Stubbs LLP (for Berger Special Values Fund)
** Exhibit 11 Consent of PricewaterhouseCoopers LLP
Exhibit 12 Not applicable
(1) Exhibit 13 Investment Letter from Initial Stockholder
(7) Exhibit 14.1 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
(1) Exhibit 15.1 Rule 12b-1 Plan for Berger Small Company Growth Fund
(4) Exhibit 15.2 Rule 12b-1 Plan for Berger New Generation Fund
(6) Exhibit 15.3 Rule 12b-1 Plan for Berger Balanced Fund
(9) Exhibit 15.4 Rule 12b-1 Plan for Berger Select Fund
(9) Exhibit 15.5 Rule 12b-1 Plan for Berger Mid Cap Growth Fund
(14) Exhibit 15.6 Rule 12b-1 Plan for Berger Mid Cap Value Fund
* Exhibit 15.7 EX-99.B15.7 Rule 12b-1 Plan for Berger Special Values Fund
(1) Exhibit 16 Schedule for Computation of Performance Data
(9) Exhibit 17.1 Financial Data Schedule for Berger Small Company Growth Fund
(9) Exhibit 17.2 Financial Data Schedule for Berger New Generation Fund
(1) Exhibit 17.3 Financial Data Schedule for Berger Balanced Fund
(1) Exhibit 17.4 Financial Data Schedule for Berger Select Fund
<PAGE>
(1) Exhibit 17.5 Financial Data Schedule for Berger Mid Cap Growth Fund
** Exhibit 17.6 Financial Data Schedule for Berger Mid Cap Value Fund
** Exhibit 17.7 Financial Data Schedule for Berger Special Values Fund
Exhibit 18 Not Applicable
</TABLE>
- ---------------------------
* To be filed by amendment.
** Not required to be filed until financial statements for Fund are filed.
(1) Previously filed on April 30, 1998, with Pre-Effective Amendment No. 15
to the Registrant's 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 November 27, 1995, with Post-Effective Amendment No.
6 to the Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.
(4) 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.
(5) 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.
(6) 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.
(7) Previously filed on December 31, 1997, as Exhibit 14.1 to Post-Effective
Amendment No. 58 to the Registration Statement on Form N-1A of The One
Hundred Fund, Inc., and incorporated herein by reference.
(8) Previously filed on December 31, 1997, as Exhibit 9.1 to Post-Effective
Amendment No. 58 to the Registration Statement on Form N-1A of The One
Hundred Fund, Inc., and incorporated herein by reference.
(9) Previously filed on December 31, 1997, with Post-Effective Amendment No.
13 to the Registrant's Registration Statement on Form N-1A and
incorporated herein by reference.
(10) This Agreement is identical to the agreement previously filed on October
30, 1996, as Exhibit 9.5.2 to Post-Effective Amendment No. 9 to the
Registrant's Registration Statement on Form N-1A and incorporated herein
by reference with the following changes: the effective date is September
30, 1997, and the Fund name is Berger Balanced Fund.
(11) This Agreement is identical to the agreement previously filed on October
30, 1996, as Exhibit 9.5.2 to Post-Effective Amendment
<PAGE>
No. 9 to the Registrant's Registration Statement on Form N-1A and
incorporated herein by reference with the following changes: the
effective date is December 31, 1997, and the Fund name is Berger Select
Fund.
(12) This Agreement is identical to the agreement previously filed on October
30, 1996, as Exhibit 9.5.2 to Post-Effective Amendment No. 9 to the
Registrant's Registration Statement on Form N-1A and incorporated herein
by reference with the following changes: the effective date is December
31, 1997, and the Fund name is Berger Mid Cap Growth Fund.
(13) This Agreement is identical to the agreement previously filed on October
30, 1996, as Exhibit 9.5.2 to Post-Effective Amendment No. 9 to the
Registrant's Registration Statement on Form N-1A and incorporated herein
by reference with the following changes: the effective date is February
1, 1994, and the Fund name is Berger Small Company Growth Fund.
(14) Previously filed on June 16, 1998, with Post-Effective Amendment No. 16
to the Registrant's Registration Statement on Form N-1A and incorporated
herein by reference.
