BERGER INVESTMENT PORTFOLIO TRUST, 497, 1999-08-18

BERGER INVESTMENT PORTFOLIO TRUST
497, 1999-08-18

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<PAGE>

August 14. 1999

BERGER FUNDS PROSPECTUS

BERGER NEW
GENERATION FUND
INSTITUTIONAL SHARES

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

<PAGE>

THE BERGER FUNDS, THE BERGER MOUNTAIN LOGO and BERGER NEW GENERATION FUND are
registered trademarks of Berger Associates, Inc.; and other marks referred to
herein are the trademarks or registered trademarks of the respective owners
thereof.
<PAGE>
i
BERGER NEW GENERATION FUND INSTITUTIONAL SHARES

CONTENTS

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

<TABLE>
<S> <C>
BERGER NEW GENERATION FUND-REGISTERED TRADEMARK- INSTITUTIONAL
SHARES.......................................................... 1
The Fund's Goal and Principal Investment Strategies............. 1
Principal Risks................................................. 1
The Fund's Past Performance..................................... 2
Fund Expenses................................................... 3

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS.......... 4
Risk and Investment Glossary.................................... 4

BUYING SHARES................................................... 8
SELLING (REDEEMING) SHARES...................................... 9
Exchanging Shares............................................... 10
Signature Guarantees/Special Documentation...................... 11
Your Share Price................................................ 12
Other Information About Your Account............................ 12
Distributions and Taxes......................................... 14
Tax-Sheltered Retirement Plans.................................. 15

ORGANIZATION OF THE FUND........................................ 15
Investment Manager.............................................. 15
Special Fund Structure.......................................... 16

FINANCIAL HIGHLIGHTS FOR THE FUND............................... 17
</TABLE>
<PAGE>
1
Berger New Generation Fund Institutional Shares

TICKER SYMBOL: NOT AVAILABLE

[ICON] THE FUND'S GOAL AND PRINCIPAL INVESTMENT STRATEGIES

The Fund aims for capital appreciation. In pursuing that goal, the Fund
primarily invests in the common stocks of companies with potential for
significant earnings growth. The Fund focuses on leading-edge companies with new
ideas, technologies or methods of doing business. Its investment manager seeks
companies it believes have the potential to change the direction or dynamics of
the industries in which they operate or significantly influence the way
businesses or consumers conduct their affairs.

The Fund's investment manager generally looks for companies:

- In business sectors characterized by rapid change, regardless of the
company's size

- With favorable long-term growth potential due to their new or innovative
products or services

- With management and financial strength to fulfill their vision and grow
their business.

The Fund invests in common stocks, both domestic and foreign, and other
securities with equity features, such as convertible securities and preferred
stocks. Due to the Fund's focus on companies with the characteristics described
above, the Fund generally is weighted toward small market capitalization
companies, although it is free to invest in companies with larger market
capitalizations as well. The Fund's investment manager will generally sell a
security when it no longer meets the manager's investment criteria or when it
has met the manager's expectations for appreciation. The Fund's investment
manager has in the past and may in the future actively trade the portfolio in
pursuit of the Fund's goal. Due to this, the annual portfolio turnover rate may
be higher than other Berger Funds.

[ICON] PRINCIPAL RISKS

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

Given the Fund's weighting toward small companies in rapidly changing
industries, its share price may fluctuate more than that of funds invested in
larger companies or more stable industries. Small 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. In addition, products
and services in rapidly changing industries may be subject to intense
competition and rapid obsolescence and may require regulatory
<PAGE>
2
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

approvals prior to their use. The Fund's investments are often focused in a
small number of business sectors. In addition, higher turnover rates may result
in higher brokerage costs to the Fund and in higher net taxable gains for you as
an investor.

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

[ICON] THE FUND'S PAST PERFORMANCE

The information below shows the Fund's performance since it began
operations through December 31, 1998. These returns include reinvestment of all
dividends and capital gains distributions and reflect Fund expenses. As with all
mutual funds, past performance does not guarantee future results.

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

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
Best quarter: 12/31/98 32.04%

Worst quarter: 9/30/98 -18.43%

Calendar year-to-date through
6/30/99: 47.40%
</TABLE>

AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998(1)

Average annual total return is a measure of the Fund's performance over time.
The Fund's average annual return is compared with the Standard & Poor's 500
Index (S&P 500). While the Fund does not seek to match the returns of the S&P
500, this index is a good indicator of general stock market performance. You may
not invest in the S&P 500 and unlike the Fund, it does not incur fees or
charges.

<TABLE>
<CAPTION>
LIFE OF THE FUND
1 YEAR (MARCH 29, 1996)
<S> <C> <C>
The Fund 23.00% 22.87%
S&P 500 28.74% 28.65%
- --------------------------------------------------------------------------------------
</TABLE>

1. Fund returns are from periods prior to the Fund's adoption of share classes
and therefore include a 0.25% 12b-1 fee which has not been paid by the
Institutional Shares since the inception of that class on August 16, 1999.
<PAGE>
3
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

[ICON] FUND EXPENSES

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

<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM THE FUND)

Management fee .90%
Other expenses(1) .31%
- ------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.21%
- ------------------------------------------------------------------------
</TABLE>

1. "Other expenses" are based on estimated expenses for the Institutional
Shares class and include transfer agency fees, shareholder report expenses,
registration fees and custodian fees.

UNDERSTANDING EXPENSES

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

EXAMPLE COSTS

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

- $10,000 initial investment

- 5% total return for each year

- Fund operating expenses remain the same for each period

- Redemption after the end of each period

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

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C> <C>
Berger New Generation Fund
Institutional Shares $ 123 $ 384 $ 665 $ 1,466
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE>
4
Berger New Generation Fund
Institutional Shares

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS

BEFORE YOU INVEST...

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

LIKE ALL MUTUAL FUNDS, AN INVESTMENT IN THE FUND IS NOT A BANK DEPOSIT AND IS
NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. THE FUND
IS NOT A COMPLETE INVESTMENT PROGRAM, BUT MAY SERVE TO DIVERSIFY OTHER TYPES OF
INVESTMENTS IN YOUR PORTFOLIO. THERE IS NO GUARANTEE THAT THE FUND WILL MEET ITS
INVESTMENT GOAL, AND ALTHOUGH YOU HAVE THE POTENTIAL TO MAKE MONEY, YOU COULD
ALSO LOSE MONEY BY INVESTING IN THE FUND.

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

BORROWING refers to a loan of money from a bank or other financial
institution undertaken by the Fund for temporary or emergency reasons only. The
Fund will not borrow more than 25% of its total assets. LEVERAGE RISK

COMMON STOCK is a share of ownership (equity) interest in a company.

COMPANIES WITH LIMITED OPERATING HISTORIES are securities issued by companies
that have been in continuous operation for less than three years. Sometimes
called "unseasoned" issuers. MARKET, LIQUIDITY AND INFORMATION RISKS

CONVERTIBLE SECURITIES(1) are debt or equity securities which may be
converted on specified terms into stock of the issuer. MARKET, INTEREST RATE AND
CREDIT RISKS

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

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

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

DIVERSIFICATION means a diversified fund may not, with respect to at least
75% of its assets, invest more than 5% in the securities of one company. A
nondiversified fund
<PAGE>
5
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

may be more volatile than a diversified fund because it invests more of its
assets in a smaller number of companies and the gains or losses on a single
stock will therefore have a greater impact on the fund's share price. The Fund
is a diversified fund.

FINANCIAL FUTURES(2) are 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. Not more than 5% of the Fund's net assets may be
used for initial margins for futures and premiums for options. HEDGING,
CORRELATION, OPPORTUNITY AND LEVERAGE RISKS

FOREIGN SECURITIES are issued by companies located outside of the United
States. The Fund considers a company to be located outside the United States if
the principal securities trading market for its equity securities is located
outside the U.S. or it is organized under the laws of, and has a principal
office in, a country other than the U.S. MARKET, CURRENCY, TRANSACTION,
LIQUIDITY, INFORMATION AND POLITICAL RISKS

FORWARD FOREIGN CURRENCY CONTRACTS(2) are privately negotiated contracts
committing the holder to purchase or sell a specified quantity of a foreign
currency on a predetermined future date. HEDGING, CREDIT, CORRELATION,
OPPORTUNITY AND LEVERAGE RISKS

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

ILLIQUID AND RESTRICTED SECURITIES are securities which, by rules of their
issue or by their nature, cannot be sold readily. These include illiquid Rule
144A securities. The Fund will not invest more than 15% of its net assets in
illiquid and restricted securities. MARKET, LIQUIDITY AND TRANSACTION RISKS

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

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

INVESTMENT GRADE BONDS are rated BBB (STANDARD & POOR'S) or Baa (MOODY'S) or
above. Bonds rated below investment grade are subject to greater credit risk
than investment grade bonds. INTEREST RATE, MARKET AND CREDIT RISKS
<PAGE>
6
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

LENDING PORTFOLIO SECURITIES to qualified financial institutions is
undertaken in order to earn income. The Fund lends securities only on a fully
collateralized basis. The Fund may lend portfolio securities only up to 33 1/3%
of its total assets. CREDIT RISK

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

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

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

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

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

OPTIONS(2) are contracts giving the holder the right but not the obligation
to purchase or sell a security on or before a predetermined future date for a
fixed price. Options on securities indexes are similar, but settle in cash. Not
more than 5% of the Fund's net assets may be used for initial margins for
futures and premiums for options. HEDGING, CREDIT, CORRELATION AND LEVERAGE
RISKS

POLITICAL RISK 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.

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

SMALL AND MID-SIZED COMPANY SECURITIES(+) are securities issued by small or
mid-sized companies, as measured by their market capitalization. The market
capitalization range targeted by funds investing in small or mid-sized companies
varies by fund. In general, the smaller the company, the greater its risks.
MARKET, LIQUIDITY AND INFORMATION RISKS
<PAGE>
7
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

SPECIAL SITUATIONS are companies about to undergo a structural, financial or
management change which may significantly affect the value of their securities.
MARKET AND INFORMATION RISKS

TEMPORARY DEFENSIVE MEASURES increase a fund's investment in government
securities and other short-term securities when warranted due to market
conditions, without regard to the fund's investment restrictions, policies or
normal investment emphasis. OPPORTUNITY RISK

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

WRITING (SELLING) COVERED CALL OPTIONS(2) is the selling of a contract to
another party which gives them the right but not the obligation to buy a
particular security from you. The Fund will write call options only if it
already owns the security (if it is "covered"). The Fund may only write call
options up to 25% of its total assets. OPPORTUNITY, CREDIT AND LEVERAGE RISKS

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

+ The security or technique is emphasized by the Fund.
<PAGE>
8
Berger New Generation Fund
Institutional Shares

BUYING SHARES

SEND NEW ACCOUNT APPLICATIONS TO
Berger Funds
P.O. Box 219958
Kansas City, MO 64121

OR FOR OVERNIGHT, CERTIFIED OR REGISTERED MAIL ONLY
Berger Funds
330 West 9th Street, 1st Floor
Kansas City, MO 64105

<TABLE>
<S> <C>
Minimums:
Initial investment $250,000
Subsequent No minimum
investments
</TABLE>

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 appropriate address above.

BY WIRE OR ELECTRONIC FUNDS TRANSFER

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

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

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

BY ONLINE ACCESS

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

You will find us online at bergerfunds.com.
<PAGE>
9
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

BY AUTOMATIC INVESTMENT PLAN

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

Investments are transferred automatically from your bank account.

See details on the application.

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

YOU MAY GIVE UP SOME LEVEL OF SECURITY BY CHOOSING TO BUY AND SELL SHARES BY
TELEPHONE OR ONLINE RATHER THAN BY MAIL. IN TIMES OF EXTREME ECONOMIC OR MARKET
CONDITIONS, TRANSACTIONS BY TELEPHONE OR ONLINE MAY BE DIFFICULT.

IMPORTANT NOTES ABOUT PAYING FOR YOUR SHARES

Your check must be made payable to BERGER FUNDS.

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

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

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

The Fund reserves the right to reject any order and to waive, reduce or
increase minimums following notice.

SELLING (REDEEMING) SHARES

BY MAIL

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

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

Include any necessary Signature Guarantees. See "Signature Guarantees /
Special Documentation" below.
<PAGE>
10
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

BY TELEPHONE

Call (800) 960-8427.

BY ONLINE ACCESS

You will find us online at bergerfunds.com.

FOR LIMITATIONS ON TELEPHONE AND ONLINE REDEMPTIONS SEE "SIGNATURE GUARANTEES
/ SPECIAL DOCUMENTATION" BELOW.

TELEPHONE AND ONLINE REDEMPTIONS ARE NOT AVAILABLE FOR SHARES HELD IN
RETIREMENT ACCOUNTS SPONSORED BY THE FUND.

BY SYSTEMATIC WITHDRAWAL PLAN

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

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

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

IMPORTANT NOTES ABOUT PAYMENT FOR YOUR REDEEMED SHARES

Generally, payment for your redeemed shares will be sent 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.)

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 the redemption of shares purchased by check may be delayed
until full payment for the shares has been received and cleared, which may take
up to 15 days from the purchase date.

INFORMATION ABOUT YOUR ACCOUNT

EXCHANGING SHARES

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

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

- Each Fund must be legally eligible for sale in your state of residence.
<PAGE>
11
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

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

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

- You are responsible for obtaining and reading the prospectus for the fund
into which you are exchanging.

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

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

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

SIGNATURE GUARANTEES / SPECIAL DOCUMENTATION

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

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

- 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 of 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 (800) 960-8427 or
write to the Berger Funds, P.O. Box 219958, Kansas City, MO 64121.
<PAGE>
12
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

YOUR SHARE PRICE

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

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

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

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

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

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 online, rather than by mail. The Fund uses procedures designed to
give reasonable assurance that telephone and online instructions are genuine,
including recording the transactions, testing the identity of the shareholder
placing the order and sending prompt written confirmation of transactions to the
shareholder of record.
<PAGE>
13
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

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

CONFIRMATION OF YOUR PURCHASES AND REDEMPTIONS

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

SHARE CERTIFICATES

To assist in minimizing administrative costs, share certificates will not be
issued. Records of share ownership are maintained by the Fund's transfer agent
in book entry form.

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 Fund.

THIRD PARTY ADMINISTRATORS

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

YEAR 2000 AND EURO READINESS

Mutual funds and businesses around the world could be adversely affected if
computers do not properly process date-related information with respect to the
Year 2000. Similar adverse affects could result if computers do not properly
process information based on the conversion to the Euro, the new currency of the
European Union which took effect on January 1, 1999. The Fund's investment
managers are addressing these issues for their computers and are getting
reasonable assurances from the Fund's other major service providers that they
too are addressing these issues to preserve smooth functioning of the Fund's
trading, pricing, shareholder account, custodial and other operations. There can
be no assurances, however, that all problems will be avoided.
<PAGE>
14
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

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

REDEMPTIONS IN-KIND

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

REDEMPTIONS BY THE FUND OF CERTAIN ACCOUNTS

To reduce its expenses, the Fund may involuntarily redeem the shares in your
account if your balance drops below $250,000 -- but only if it drops below this
amount because you have redeemed shares, not because the share value has
declined. You will be given 60 days' notice before the Fund undertakes any
involuntary redemption. During that time, you may buy more shares to bring your
account above the minimum.

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. The Fund generally makes two
different kinds of distributions, capital gains from the sale of portfolio
securities held by the Fund and net investment income from interest or dividends
received on securities held by the Fund. The Fund will distribute any net
realized capital gains or investment income annually, normally in December.

YOUR TAXES

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

Distributions made by the Fund to you will normally be capital gains. A
portion of those gains may be net short-term capital gains, which are taxed as
ordinary income.
<PAGE>
15
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

The Fund generally will not distribute net investment income, although any net
investment income that is generated as a by-product of managing its portfolio
will be distributed to you.

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

ADDITIONAL TAX INFORMATION

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

TAX-SHELTERED RETIREMENT PLANS

The Fund offers several tax-qualified retirement plans for individuals,
businesses and nonprofit organizations. For information about establishing an
IRA, Roth IRA, profit-sharing or money purchase pension plan, 403(b) Custodial
Account, SEP-IRA, SIMPLE IRA account or other retirement plans, please call
(800) 259-2820 or write to the Berger Funds, P.O. Box 219958, Kansas City, MO
64121. Trustees for existing 401(k) or other plans interested in using Fund
shares as an investment or investment alternative in their plans are invited to
call the Fund at (800) 259-2820.

ORGANIZATION OF THE FUND

INVESTMENT MANAGER

BERGER ASSOCIATES, INC. (210 University Blvd., Suite 900, Denver, CO 80206)
is the Fund's investment advisor. Berger Associates 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 25 years. When acting as investment advisor, Berger Associates is
responsible for managing the investment operations of the Fund. For these
services, Berger Associates earns a fee at the annual rate of 0.90% of the
Fund's average daily net assets. Berger Associates also provides administrative
services to the Fund.

MARK S. SUNDERHUSE, Senior Vice President of Berger Associates, is the
investment manager of the Fund. Mr. Sunderhuse joined Berger Associates in
January 1998 and assumed management of the Fund in January 1999. Mr. Sunderhuse
has more than ten years of experience in the investment management industry.

PORTFOLIO TURNOVER

Portfolio changes are made whenever the Fund's investment manager believes
that the Fund's goal could be better achieved by investment in another security,
regardless of portfolio turnover. At times, portfolio turnover for the Fund may
exceed 100% per year. A turnover rate of 100% means the securities owned by the
Fund were replaced
<PAGE>
16
BERGER NEW GENERATION FUND
INSTITUTIONAL SHARES

once during the year. Higher turnover rates may result in higher brokerage costs
to the Fund and in higher net taxable gains for you as an investor. The Fund's
portfolio turnover rate can be found under the heading "Financial Highlights for
the Fund."

SPECIAL FUND STRUCTURE

The Fund offers two classes of shares. The Institutional Shares offered in
this prospectus are designed for investors who maintain a minimum account
balance of $250,000. The other class of shares, Investor Shares, are offered
through a separate prospectus and are available to the general public with a
minimum account balance of $2,000. Each class of shares has its own expenses so
that share price, performance and distributions will differ between classes. The
12b-1 plan adopted by the Fund applies only to the Investor Shares. For more
information on Investor Shares, please call (800) 259-2820.

For more information on the multi-class fund structure, see the SAI.
<PAGE>
17
Berger New Generation Fund
Institutional Shares

FINANCIAL HIGHLIGHTS FOR THE FUND

The following financial highlights are for periods before the Fund first
began offering the Institutional Shares starting on August 16, 1999. Therefore,
the data on the table reflect a 0.25% 12b-1 fee not paid by the Institutional
Shares. The information in the table for the periods/years ended September 30,
1996, 1997 and 1998, was audited by PricewaterhouseCoopers LLP, the Fund's
independent accountants. Their report is included in the Fund's annual report,
which is available without charge upon request. The information for the period
ended March 31, 1999, is unaudited.

BERGER NEW GENERATION FUND
FINANCIAL HIGHLIGHTS
For a Share Outstanding Throughout the Periods Presented

<TABLE>
<CAPTION>
PERIOD ENDED YEARS ENDED
MARCH 31, SEPTEMBER 30,
1999 ------------------------------------------
(UNAUDITED) 1998 1997 1996(1)
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------
Net asset value, beginning of
period $ 12.66 $ 14.72 $ 11.82 $ 10.00
- ------------------------------------------------------------------------------------------
From investment operations:
Net investment income (loss) (0.10) -- (0.13) 0.56
Net realized and unrealized
gains (losses) on
investment and foreign
currency transactions 6.16 (2.06) 3.64 1.26
- ------------------------------------------------------------------------------------------
Total from investment
operations 6.06 (2.06) 3.51 1.82
- ------------------------------------------------------------------------------------------
Less dividends and
distributions
Dividends (from net
investment income) -- -- (0.61) --
Distributions (from capital
gains) (0.50) -- 0.00 --
- ------------------------------------------------------------------------------------------
Total dividends and
distributions (0.50) -- (0.61) --
- ------------------------------------------------------------------------------------------
Net asset value, end of period $ 18.22 $ 12.66 $ 14.72 $ 11.82
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Total Return(2)
49.05% (13.99)% 31.53% 18.20%
- ------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in
thousands) $ 160,372 $ 113,693 $ 190,164 $ 116,912
Net expense ratio to average
net assets(3) 1.72%(4) 1.72% 1.89% 1.90%(4)
Ratio of net income (loss) to
average net assets (1.33)%(4) (1.37)% (1.51)% 12.35%(4)
Gross expense ratio to average
net assets 1.72%(4) 1.72% 1.89% 2.09%(4)
Portfolio turnover rate(2) 95% 243% 184% 474%(5)
</TABLE>

1. Period from March 29, 1996 (commencement of investment operations) to
September 30, 1996.

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

3. Net expenses represent gross expenses reduced by fees waived by the
Advisor.

4. Annualized.

5. Portfolio turnover was greater than anticipated during this period as a
result of portfolio transactions undertaken in response to volatile markets
and the short tax year for its initial period of operations.
<PAGE>

<TABLE>
<C> <S> <C> <C> <C>
the SAI, request
FOR MORE INFORMATION other information or
You may wish to read get answers
the Statement of to your questions
Additional Infor- about the Fund
mation (SAI) by writing or appropriate fee to
for more informa- calling the Fund at: You can also obtain the SEC's Public
tion on the Fund and Berger Funds copies by visiting Reference Section,
the securities it P.O. Box 219958 the SEC's Public Washington, DC
invests in. The SAI Kansas City, MO Reference Room in 20549-6009.
is incorporated into 64121 Washington DC. For Investment Company
this prospectus by (800) 259-2820 information on the Act File Number:
reference, which bergerfunds.com operation of the Berger Investment
means that it is Text-only versions Public Reference Portfolio Trust
considered to be of Fund documents Room, call (800) 811-8046
part of the can be viewed online SEC-0330. Copies of Berger New
prospectus. or downloaded from documents may also be Generation Fund
You can get a free the SEC's web site obtained by sending Institutional Shares
[BERGER MOUNTAIN LOGO] copy of at sec.gov. your request and the NGNIPROS
</TABLE>
<PAGE>

BERGER FUNDS Prospectus

[PHOTO]

August 14, 1999

Berger Small Company
Growth Fund
Institutional Shares

<PAGE>
THE BERGER FUNDS, THE BERGER MOUNTAIN LOGO and BERGER SMALL COMPANY GROWTH FUND
are registered trademarks of Berger Associates, Inc.; and other marks referred
to herein are the trademarks or registered trademarks of the respective owners
thereof.
<PAGE>
i
BERGER SMALL COMPANY GROWTH FUND INSTITUTIONAL SHARES

CONTENTS

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

<TABLE>
<S> <C>
BERGER SMALL COMPANY GROWTH FUND-REGISTERED TRADEMARK-
INSTITUTIONAL SHARES............................................ 1
The Fund's Goal and Principal Investment Strategies............. 1
Principal Risks................................................. 1
The Fund's Past Performance..................................... 2
Fund Expenses................................................... 3

INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS.......... 4
Risk and Investment Glossary.................................... 4

FINANCIAL HIGHLIGHTS FOR THE FUND............................... 17
</TABLE>
<PAGE>
1
Berger Small Company Growth Fund Institutional Shares

TICKER SYMBOL: NOT AVAILABLE

[ICON] THE FUND'S GOAL AND PRINCIPAL INVESTMENT STRATEGIES

The Fund aims for capital appreciation. In pursuing that goal, the Fund
primarily invests in the common stocks of small companies with the potential for
rapid earnings growth. The Fund's stock selection focuses on companies that
either occupy a dominant position in an emerging industry or have a growing
market share in a larger, fragmented industry.

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

- Strong entrepreneurial management with proven track records

- A catalyst for rapid earnings growth, such as new products, ideas or plans
to enter new markets

- Relatively strong balance sheets.

Under normal circumstances, the Fund invests at least 65% of its assets in
equity securities of companies whose market capitalization, at the time of
initial purchase, is less than the 12-month average of the maximum market
capitalization for companies included in the Russell 2000 Index (Russell 2000).
This average is updated monthly. The Fund's investment manager will generally
sell a security when it no longer meets the manager's investment criteria or
when it has met the manager's expectations for appreciation.

[ICON] PRINCIPAL RISKS

The Fund's share price may fluctuate more than that of funds primarily
invested in stocks of mid-sized and large companies. Occasionally, small company
securities may underperform as compared to the securities of larger companies.
They may also 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 are often focused in a small number of business
sectors.

See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.
<PAGE>
2
BERGER SMALL COMPANY GROWTH FUND
INSTITUTIONAL SHARES

[ICON] THE FUND'S PAST PERFORMANCE

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

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

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<S> <C>
Best quarter: 12/31/98 26.61%

Worst quarter: 9/30/98 -29.22%

Calendar year-to-date through
6/30/99: 19.58%
</TABLE>

AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998(1)

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

<TABLE>
<CAPTION>
LIFE OF THE FUND
1 YEAR 5 YEARS (DECEMBER 30, 1993)
<S> <C> <C> <C>
The Fund 3.17% 16.32% 16.32%
Russell 2000 -2.55% 11.87% 11.87%
- -------------------------------------------------------------------------------------
</TABLE>

[ICON] FUND EXPENSES

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

<TABLE>
<S> <C>
ANNUAL FUND OPERATING EXPENSES (DEDUCTED DIRECTLY FROM THE FUND)

Management fee .90%
Other expenses(1) .27%
- ------------------------------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.17%
- ------------------------------------------------------------------------
</TABLE>

1. "Other expenses" are based on estimated expenses for the Institutional
Shares class and include transfer agency fees, shareholder report expenses,
registration fees and custodian fees.

UNDERSTANDING EXPENSES

EXAMPLE COSTS

- $10,000 initial investment

- 5% total return for each year

- Fund operating expenses remain the same for each period

- Redemption after the end of each period

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

<TABLE>
<CAPTION>
ONE YEAR THREE YEARS FIVE YEARS TEN YEARS
<S> <C> <C> <C> <C>
Berger Small Company Growth Fund
Institutional Shares $ 119 $ 372 $ 644 $ 1,420
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE>
4
Berger Small Company Growth Fund
Institutional Shares