<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 25, 1999
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. 19 /X/
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 21 /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)
/X/ on January 31, 1999, 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:
/ / this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Title of Securities Being Registered: Shares of Beneficial Interest of
-------------------------------------------
the Berger Small Company Growth Fund, Berger New Generation Fund, Berger
- --------------------------------------------------------------------------------
Balanced Fund, Berger Select Fund, Berger Mid Cap Growth Fund and the Berger Mid
- --------------------------------------------------------------------------------
Cap Value Fund
- --------------------------------------------------------------------------------
<PAGE>
January 31, 1999
THE BERGER FUNDS
Prospectus
[WEST FORK PHOTO]
BERGER NEW GENERATION FUND
- --------------------------------------------------
BERGER SELECT FUND
- --------------------------------------------------
BERGER SMALL COMPANY GROWTH FUND
- --------------------------------------------------
BERGER SMALL CAP VALUE FUND ~ INVESTOR SHARES
- --------------------------------------------------
BERGER MID CAP GROWTH FUND
- --------------------------------------------------
BERGER MID CAP VALUE FUND
- --------------------------------------------------
BERGER 100 FUND
- --------------------------------------------------
BERGER/BIAM INTERNATIONAL FUND
- --------------------------------------------------
BERGER GROWTH AND INCOME FUND
- --------------------------------------------------
BERGER BALANCED FUND
- --------------------------------------------------
The Securities
and Exchange
Commission has
not approved or
disapproved any
shares offered in Like all mutual
this prospectus, funds, an invest-
or determined ment in the
whether this pro- Berger Funds is
spectus is not a bank There is no
accurate or com- deposit and is guarantee that
plete. Anyone who not insured or the Funds will have the poten-
tells you guaranteed by the meet their tial to make
otherwise is FDIC or any other investment money, you could
committing a government goals, and also lose money
crime. agency. although you in the Funds.
<PAGE>
THE BERGER FUNDS, BERGER NEW GENERATION FUND, BERGER SMALL COMPANY
GROWTH FUND, BERGER SMALL CAP VALUE FUND, BERGER 100 FUND, BERGER/BIAM
INTERNATIONAL FUND, BERGER GROWTH AND INCOME FUND, BERGER BALANCED FUND
and THE BERGER MOUNTAIN LOGO are registered trademarks of Berger
Associates, Inc.; BERGER SELECT FUND, BERGER MID CAP GROWTH FUND and
BERGER MID CAP VALUE FUND are trademarks of Berger Associates, Inc.; and
other marks referred to herein are the trademarks or registered
trademarks of the respective owners thereof.
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
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. Each of the following sections introduces a Fund, its
goal(s), principal investment strategies and principal risks. They also contain expense and performance
information.
2 BERGER NEW GENERATION FUND-REGISTERED TRADEMARK-
4 BERGER SELECT FUND-TM-
6 BERGER SMALL COMPANY GROWTH FUND-REGISTERED TRADEMARK-
8 BERGER SMALL CAP VALUE FUND-REGISTERED TRADEMARK- ~ INVESTOR SHARES
10 BERGER MID CAP GROWTH FUND-TM-
12 BERGER MID CAP VALUE FUND-TM-
14 BERGER 100 FUND-REGISTERED TRADEMARK-
16 BERGER/BIAM INTERNATIONAL FUND-REGISTERED TRADEMARK-
18 BERGER GROWTH AND INCOME FUND-REGISTERED TRADEMARK-
20 BERGER BALANCED FUND-REGISTERED TRADEMARK-
22 INVESTMENT TECHNIQUES, SECURITIES AND ASSOCIATED RISKS
22 Risk and investment table
24 Risk and investment glossary
26 BUYING SHARES
INFORMATION
ABOUT YOUR
ACCOUNT
27 SELLING (REDEEMING) SHARES
28 Exchanging shares
28 Signature Guarantees/special documentation
28 Your share price
29 Other information about your account
30 Distributions and taxes
31 Tax-sheltered retirement plans
31 ORGANIZATION OF THE BERGER FUNDS FAMILY
31 Investment managers
33 12b-1 arrangements
33 Special fund structures
34 FINANCIAL HIGHLIGHTS FOR THE BERGER FUNDS FAMILY
34 Berger New Generation Fund
35 Berger Select Fund
35 Berger Small Company Growth Fund
36 Berger Small Cap Value Fund ~ Investor Shares
38 Berger Mid Cap Growth Fund
38 Berger Mid Cap Value Fund
39 Berger 100 Fund
39 Berger/BIAM International Fund
41 Berger Growth and Income Fund
41 Berger Balanced Fund
</TABLE>
<PAGE>
BERGER
NEW GENERATION
FUND
[BERGER NEW GENERATION FUND PHOTO]
<TABLE>
<S> <C>
- - Ticker Symbol: BENGX
</TABLE>
[ICON] THE FUND'S GOAL - 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.
[ICON] PRINCIPAL INVESTMENT STRATEGIES - 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 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
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
97 24.22%
98 23.00%
</TABLE>
<TABLE>
<S> <C> <C>
BEST QUARTER: 12/31/98 32.04%
WORST QUARTER: 9/30/98 -18.43%
</TABLE>
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.
2
<PAGE>
BERGER
NEW GENERATION
FUND
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998
<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>
[ICON] FUND EXPENSES - As a shareholder in the Fund, you do not pay any sales
charges, redemption or exchange fees, but you do bear indirectly Annual Fund
Operating Expenses, which vary from year to year.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) %
- ----------------------------------------------------
<S> <C>
Management fee .90
- ----------------------------------------------------
Distribution (12b-1) fee .25
- ----------------------------------------------------
Other expenses .57
- ----------------------------------------------------
Total Annual Fund Operating Expenses 1.72
- ----------------------------------------------------
</TABLE>
UNDERSTANDING EXPENSES - Annual Fund operating expenses are paid by the Fund. As
a result, they reduce the Fund's return. Fund expenses include management fees,
12b-1 fees and administrative costs such as shareholder recordkeeping and
reports, custodian and pricing services and registration fees.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund 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>
YEARS $
- ---------------------------------------------------
<S> <C>
One 175
- ---------------------------------------------------
Three 542
- ---------------------------------------------------
Five 933
- ---------------------------------------------------
Ten 2,030
- ---------------------------------------------------
</TABLE>
3
<PAGE>
BERGER
SELECT FUND
[BERGER SELECT FUND PHOTO]
<TABLE>
<S> <C>
- - Ticker Symbol: BESLX
</TABLE>
[ICON] THE FUND'S GOAL - The Fund aims for capital appreciation. In pursuing
that goal, the Fund primarily invests in the common stocks of companies with a
proven track record and superior potential for earnings growth.
[ICON] PRINCIPAL INVESTMENT STRATEGIES - This nondiversified Fund normally
invests in a core portfolio of 20-30 common stocks. The stock selection focuses
on companies of any size whose growth potential is not yet fully reflected in
the company's stock price, although stocks are often sold quickly to respond to
short-term market price movements.
The Fund's investment manager generally looks for companies with:
- - Reasonably priced securities 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.
The Fund will from time to time take substantial positions in convertible
securities, preferred stocks, government securities or other short-term
investments. 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 expects in the future 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 will be higher than the other Berger Funds as
well as many other mutual 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.
The Fund's share price may fluctuate more than the market in general and most
equity funds due to its ability as a nondiversified 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 share price. 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
return since it began operations through December 31, 1998. This return includes
the reinvestment of all dividends and capital gains distributions and reflects
Fund expenses. As with all mutual funds, past performance does not guarantee
future results.
TOTAL RETURN FROM DECEMBER 31, 1997
THROUGH DECEMBER 31, 1998
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
98 72.26%
</TABLE>
<TABLE>
<S> <C> <C>
BEST QUARTER: 3/31/98 37.10%
WORST QUARTER: 9/30/98 -6.75%
</TABLE>
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.
4
<PAGE>
BERGER
SELECT FUND
AVERAGE ANNUAL RETURN AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
LIFE OF THE FUND
1 YEAR (DECEMBER 31, 1997)
- --------------------------------------------------------
<S> <C> <C>
The Fund 72.26% 72.26%
- --------------------------------------------------------
S&P 500 28.74% 28.74%
- --------------------------------------------------------
</TABLE>
[ICON] FUND EXPENSES - As a shareholder in the Fund, you do not pay any sales
charges, redemption or exchange fees, but you do bear indirectly Annual Fund
Operating Expenses, which vary from year to year.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) %
- ----------------------------------------------------
<S> <C>
Management fee .75
- ----------------------------------------------------
Distribution (12b-1) fee .25
- ----------------------------------------------------
Other expenses .48
- ----------------------------------------------------
Total Annual Fund Operating Expenses 1.48
- ----------------------------------------------------
</TABLE>
UNDERSTANDING EXPENSES - Annual Fund operating expenses are paid by the Fund. As
a result, they reduce the Fund's return. Fund expenses include management fees,
12b-1 fees and administrative costs such as shareholder recordkeeping and
reports, custodian and pricing services and registration fees.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund 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>
YEARS $
- ---------------------------------------------------
<S> <C>
One 151
- ---------------------------------------------------
Three 468
- ---------------------------------------------------
Five 808
- ---------------------------------------------------
Ten 1,768
- ---------------------------------------------------
</TABLE>
5
<PAGE>
BERGER
SMALL COMPANY
GROWTH FUND
[BERGER SMALL COMPANY GROWTH FUND PHOTO]
<TABLE>
<S> <C>
- - Ticker Symbol: BESCX
</TABLE>
[ICON] THE FUND'S GOAL - 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.
[ICON] PRINCIPAL INVESTMENT STRATEGIES - 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 - 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.
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.
[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
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
94 13.73%
95 33.80%
96 16.77%
97 16.16%
98 3.17%
</TABLE>
<TABLE>
<S> <C> <C>
BEST QUARTER: 12/31/98 26.61%
WORST QUARTER: 9/30/98 -29.22%
</TABLE>
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.
6
<PAGE>
BERGER
SMALL COMPANY
GROWTH FUND
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998
<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
charges, redemption or exchange fees, but you do bear indirectly Annual Fund
Operating Expenses, which vary from year to year.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) %
- ----------------------------------------------------
<S> <C>
Management fee .90
- ----------------------------------------------------
Distribution (12b-1) fee(1) .25
- ----------------------------------------------------
Other expenses .44
- ----------------------------------------------------
Total Annual Fund Operating Expenses(1) 1.59
- ----------------------------------------------------
</TABLE>
1. Adjusted to reflect current 12b-1 fee after termination of waiver.
UNDERSTANDING EXPENSES - Annual Fund operating expenses are paid by the Fund. As
a result, they reduce the Fund's return. Fund expenses include management fees,
12b-1 fees and administrative costs such as shareholder recordkeeping and
reports, custodian and pricing services and registration fees.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund 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>
YEARS $
- ---------------------------------------------------
<S> <C>
One 162
- ---------------------------------------------------
Three 502
- ---------------------------------------------------
Five 866
- ---------------------------------------------------
Ten 1,889
- ---------------------------------------------------
</TABLE>
7
<PAGE>
BERGER SMALL CAP
VALUE FUND ~
INVESTOR SHARES
[BERGER SMALL CAP VALUE FUND INVESTOR SHARES PHOTO]
<TABLE>
<S> <C>
- - Ticker Symbol: BSCVX
</TABLE>
[ICON] THE FUND'S GOAL - The Fund aims for capital appreciation. In pursuing
that goal, the Fund primarily invests in the common stocks of small companies
whose stock prices are believed to be undervalued.
[ICON] PRINCIPAL INVESTMENT STRATEGIES - The Fund's securities selection
focuses on companies that are out of favor with markets or have not yet been
discovered by the broader investment community.
The Fund's investment manager generally looks for companies with:
- - A low price relative to their assets, earnings, cash flow or business
franchise
- - Products and services that give them a competitive advantage
- - Quality balance sheets and strong management.
The investment manager's philosophy is to weigh a security's downside risk
before considering its upside potential, which may help provide an element of
capital preservation. Under normal circumstances, the Fund invests at least 65%
of its assets in equity securities of small companies whose market
capitalization, at the time of initial purchase, is less than the 12-month
average of the maximum market capitalization for companies included in the
Russell 2000 Index (Russell 2000). This average is updated monthly. The Fund's
investment manager will generally sell a security when it no longer meets the
manager's investment criteria or when it has met the manager's expectations for
appreciation.
[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.
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. In addition, the Fund may invest in certain securities with unique
risks, such as special situations.
See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.
[ICON] THE FUND'S PAST PERFORMANCE - The information below shows the Fund's
annual return for the ten-year period 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 for the past ten years.
YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31(1)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
89 26.43%
90 -21.92%
91 24.97%
92 19.61%
93 16.27%
94 6.70%
95 26.06%
96 25.60%
97 36.51%
98 1.43%
</TABLE>
<TABLE>
<S> <C> <C>
BEST QUARTER: 3/31/91 20.69%
WORST QUARTER: 9/30/90 -17.29%
</TABLE>
Average annual total return is a measure of the Fund's performance over time.
The Fund's average annual return is compared with the Russell 2000. While the
Fund does not seek to match the returns of the Russell 2000, this index is a
good indicator of small company stock market performance. You may not invest in
the Russell 2000 and unlike the Fund, it does not incur fees or charges.
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998(1)
<TABLE>
<CAPTION>
1 YEAR 5 YEARS 10 YEARS
- -----------------------------------------------------------
<S> <C> <C> <C>
The Fund 1.43% 18.53% 14.91%
- -----------------------------------------------------------
Russell 2000 2.55% 11.87% 12.92%
- -----------------------------------------------------------
</TABLE>
1. Returns for periods before February 14, 1997, do not include the .25% 12b-1
fee which has been paid by the Investor Shares class since the Fund adopted
share classes on that date.
8
<PAGE>
BERGER SMALL CAP
VALUE FUND ~
INVESTOR SHARES
[ICON] FUND EXPENSES - As a shareholder in the Fund, you do not pay any sales
charges, redemption or exchange fees, but you do bear indirectly Annual Fund
Operating Expenses, which vary from year to year.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) %
- ----------------------------------------------------
<S> <C>
Management fee .90
- ----------------------------------------------------
Distribution (12b-1) fee .25
- ----------------------------------------------------
Other expenses .41
- ----------------------------------------------------
Total Annual Fund Operating Expenses 1.56
- ----------------------------------------------------
</TABLE>
UNDERSTANDING EXPENSES - Annual Fund operating expenses are paid by the Fund. As
a result, they reduce the Fund's return. Fund expenses include management fees,
12b-1 fees and administrative costs such as shareholder recordkeeping and
reports, custodian and pricing services and registration fees.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund 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>
YEARS $
- ---------------------------------------------------
<S> <C>
One 159
- ---------------------------------------------------
Three 493
- ---------------------------------------------------
Five 850
- ---------------------------------------------------
Ten 1,856
- ---------------------------------------------------
</TABLE>
9
<PAGE>
BERGER
MID CAP GROWTH
FUND
[BERGER MID CAP GROWTH FUND PHOTO]
<TABLE>
<S> <C>
- - Ticker Symbol: Not Available
</TABLE>
[ICON] THE FUND'S GOAL - The Fund aims for capital appreciation. In pursuing
that goal, the Fund primarily invests in the common stocks of mid-sized
companies with the potential for strong earnings growth.
[ICON] PRINCIPAL INVESTMENT STRATEGIES - Stock selection focuses on companies
that commit their resources to innovative products or services for unique,
changing or rapidly growing markets.
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 have
the ability to increase their market share in growing industries
- - Strong balance sheets and the ability to efficiently finance their growth
through sufficient resources and access to capital.
Under normal circumstances, the Fund invests at least 65% of its assets in
equity securities of companies whose market capitalization falls, at the time of
initial purchase, within a range of $1 billion to the 12-month average of the
maximum market capitalization for companies included in the Standard & Poor's
Mid Cap 400 Index (S&P 400). 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. 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.
The Fund's share price may fluctuate more than that of funds primarily invested
in stocks of large companies. Mid-sized 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 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 principle risks and other risks.
[ICON] THE FUND'S PAST PERFORMANCE - The information below shows the Fund's
return since it began operations through December 31, 1998. This return includes
the reinvestment of all dividends and capital gains distributions and reflects
Fund expenses. As with all mutual funds, past performance does not guarantee
future results.
TOTAL RETURN FROM DECEMBER 31, 1997
THROUGH DECEMBER 31, 1998
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
98 54.38%
</TABLE>
<TABLE>
<S> <C> <C>
BEST QUARTER: 12/31/98 41.24%
WORST QUARTER: 9/30/98 -17.76%
</TABLE>
10
<PAGE>
BERGER
MID CAP GROWTH
FUND
Average annual total return is a measure of the Fund's performance over time.
The Fund's average annual return is compared with the S&P 400. While the Fund
does not seek to match the returns of the S&P 400, this index is a good
indicator of general stock market performance for mid-sized companies. You may
not invest in the S&P 400 and unlike the Fund, it does not incur fees or
charges.
AVERAGE ANNUAL RETURN AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
LIFE OF THE FUND
1 YEAR (DECEMBER 31, 1997)
- -----------------------------------------------------
<S> <C> <C>
The Fund 54.38% 54.38%
- -----------------------------------------------------
S&P 400 18.25% 18.25%
- -----------------------------------------------------
</TABLE>
[ICON] FUND EXPENSES - As a shareholder in the Fund, you do not pay any sales
charges, redemption or exchange fees but you do bear indirectly Annual Fund
Operating Expenses, which vary from year to year.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) %
- ----------------------------------------------------
<S> <C>
Management fee .75
- ----------------------------------------------------
Distribution (12b-1) fee .25
- ----------------------------------------------------
Other expenses 1.46
- ----------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 2.46
- ----------------------------------------------------
FEE WAIVER(1) (.46)
- ----------------------------------------------------
NET EXPENSES 2.00
- ----------------------------------------------------
</TABLE>
1. Under a written contract, the Fund's investment advisor waives its fee to the
extent that, at any time during the life of the Fund, the Fund's annual
operating expenses exceed 2.00%. The contract may not be terminated or amended
except by a vote of the Fund's Board of Trustees.
UNDERSTANDING EXPENSES - Annual Fund operating expenses are paid by the Fund. As
a result, they reduce the Fund's return. Fund expenses include management fees,
12b-1 fees and administrative costs such as shareholder recordkeeping and
reports, custodian and pricing services and registration fees.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund 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>
YEARS $
- ---------------------------------------------------
<S> <C>
One 203
- ---------------------------------------------------
Three 627
- ---------------------------------------------------
Five 1,078
- ---------------------------------------------------
Ten 2,327
- ---------------------------------------------------
</TABLE>
11
<PAGE>
BERGER
MID CAP
VALUE FUND
[BERGER MID CAP VALUE FUND PHOTO]
<TABLE>
<S> <C>
- - Ticker Symbol: BEMVX
</TABLE>
[ICON] THE FUND'S GOAL - The Fund aims for capital appreciation. In pursuing
that goal, the Fund primarily invests in the common stocks of mid-sized
companies whose stock prices are believed to be undervalued.
[ICON] PRINCIPAL INVESTMENT STRATEGIES - Investment selection focuses on
companies that have fallen out of favor with the market or are temporarily
misunderstood by the investment community. To a lesser degree, the Fund also
invests in companies that demonstrate special situations or turnarounds, meaning
companies that have experienced significant business problems but are believed
to have favorable prospects for recovery.
The Fund's investment manager generally looks for companies with:
- - A low price relative to their assets, earnings, cash flow or business
franchise
- - Products and services that give them a competitive advantage
- - Quality balance sheets and strong management.
The investment manager's philosophy is to weigh a security's downside risk
before considering its upside potential, which may help provide an element of
capital preservation. Under normal circumstances, the Fund invests at least 65%
of its assets in equity securities of mid-sized companies whose market
capitalization falls, at the time of initial purchase, within a range of $1
billion to the 12-month average of the maximum market capitalization for
companies included in the Standard & Poor's Mid Cap 400 Index (S&P 400). 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 - 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.
The Fund's share price may fluctuate more than that of funds primarily invested
in large companies. Mid-sized 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 are often
focused in a small number of business sectors. In addition, the Fund may invest
in certain securities with unique risks, such as special situations.
See "Investment Techniques, Securities and Associated Risks" later in this
prospectus for more information on principal risks and other risks.
[ICON] FUND EXPENSES - As a shareholder in the Fund, you do not pay any sales
charges, redemption or exchange fees, but you do bear indirectly Annual Fund
Operating Expenses, which vary from year to year.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) %
- ----------------------------------------------------
<S> <C>
Management fee .75
- ----------------------------------------------------
Distribution (12b-1) fee .25
- ----------------------------------------------------
Other expenses(1) .62
- ----------------------------------------------------
- ----------------------------------------------------
Total Annual Fund Operating Expenses(1) 1.62
- ----------------------------------------------------
- ----------------------------------------------------
</TABLE>
1. Based on estimates for the Fund's first full year of operations.
UNDERSTANDING EXPENSES - Annual Fund operating expenses are paid by the Fund. As
a result, they reduce the Fund's return. Fund expenses include management
fees,12b-1 fees and administrative costs such as shareholder recordkeeping and
reports, custodian and pricing services and registration fees.
12
<PAGE>
BERGER
MID CAP
VALUE FUND
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>
YEARS $
- ---------------------------------------------------
<S> <C>
One 165
- ---------------------------------------------------
Three 511
- ---------------------------------------------------
</TABLE>
13
<PAGE>
BERGER
100 FUND
[BERGER 100 FUND PHOTO]
<TABLE>
<S> <C>
- - Ticker Symbol: BEONX
</TABLE>
[ICON] THE FUND'S GOAL - The Fund aims for long-term capital appreciation. In
pursuing that goal, the Fund primarily invests in the common stocks of
established companies with the potential for strong earnings growth.
[ICON] PRINCIPAL INVESTMENT STRATEGIES - Stock selection focuses on companies
believed to have good earnings growth potential regardless of the company's
size.
The Fund's investment manager generally looks for companies with:
- - Potential to increase earnings consistently and which reinvest their profits
rather than pay dividends
- - Reasonably priced securities which are well-positioned in growing,
under-penetrated or fragmented industries or sectors
- - Strong, capable management teams and conservatively financed balance sheets.
The Fund may sometimes take substantial positions in convertible securities,
preferred stocks, corporate bonds, government securities or other short-term
investments. 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 the risks of equity investing 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.
The Fund's investments may focus 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 for the ten-year period through December 31, 1998. These returns
include reinvestment of all dividends and capital gain distributions and reflect
Fund expenses. As with all mutual funds, past performance does not guarantee
future results.
Year-by-year returns show you how the Fund's performance has varied by
illustrating the differences for each full calendar year for the past ten years.
YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
89 48.30%
90 -5.59%
91 88.81%
92 8.53%
93 21.20%
94 -6.66%
95 21.34%
96 13.73%
97 13.57%
98 16.23%
</TABLE>
<TABLE>
<S> <C> <C>
BEST QUARTER: 3/31/91 31.15%
WORST QUARTER: 9/30/90 -20.60%
</TABLE>
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.
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
LIFE OF THE FUND
1 YEAR 5 YEARS 10 YEARS (SEPTEMBER 30, 1974)
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Fund 16.23% 11.20% 19.45% 15.07%
- -----------------------------------------------------------------------
S&P 500 28.74% 24.08% 19.20% 17.34%
- -----------------------------------------------------------------------
</TABLE>
[ICON] FUND EXPENSES - As a shareholder in the Fund, you do not pay any sales
charges, redemption or exchange fees, but you do bear indirectly Annual Fund
Operating Expenses, which vary from year to year.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) %
- ----------------------------------------------------
<S> <C>
Management fee .75
- ----------------------------------------------------
Distribution (12b-1) fee .25
- ----------------------------------------------------
Other expenses .38
- ----------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.38
- ----------------------------------------------------
</TABLE>
14
<PAGE>
BERGER
100 FUND
UNDERSTANDING EXPENSES - Annual Fund operating expenses are paid by the Fund. As
a result, they reduce the Fund's return. Fund expenses include management
fees,12b-1 fees and administrative costs such as shareholder recordkeeping and
reports, custodian and pricing services and registration fees.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund 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>
YEARS $
- -----------------------------------------------
<S> <C>
One 140
- -----------------------------------------------
Three 437
- -----------------------------------------------
Five 755
- -----------------------------------------------
Ten 1,657
- -----------------------------------------------
</TABLE>
15
<PAGE>
BERGER/BIAM
INTERNATIONAL
FUND
[BERGER/BIAM INTERNATIONAL FUND PHOTO]
<TABLE>
<S> <C>
- - Ticker Symbol: BBINX
</TABLE>
[ICON] THE FUND'S GOAL - The Fund aims for long-term capital appreciation. In
pursuing that goal, the Fund primarily invests in a portfolio consisting of
common stocks of well-established foreign companies.
[ICON] PRINCIPAL INVESTMENT STRATEGIES - The portfolio's investment manager
first identifies economic and business themes that it believes provide a
favorable framework for selecting stocks. Using fundamental analysis, the
investment manager then selects individual companies best positioned to take
advantage of opportunities presented by these themes.
The portfolio's investment manager generally looks for companies with:
- - Securities that are fundamentally undervalued relative to their long-term
prospective earnings growth rates, their historic valuation levels and their
competitors
- - Business operations predominantly in well-regulated and more stable foreign
markets
- - Substantial size and liquidity, strong balance sheets, proven management and
diversified earnings.
The Fund invests all of its assets in the Berger/BIAM International Portfolio
(Portfolio), which has the same goals and policies as the Fund. The Portfolio
invests primarily in common stocks with 65% of its total assets in securities of
companies located in at least five different countries outside the United
States. Recently, the Portfolio has been weighted toward countries in Western
Europe, Australia and the Far East. However, it may also invest in other foreign
countries, including developing countries. A majority of the Portfolio's assets
are invested in mid-sized to large capitalization companies. The Portfolio'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.
See "Organization of the Berger Funds Family -- Special Fund Structures --
Master/Feeder" later in this prospectus for more information on the Fund's
investment in the Portfolio.
[ICON] PRINCIPAL RISKS - You may be interested in the Fund if you are
comfortable with the risks of international investing 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. There are additional risks
with investing in foreign countries, especially in developing countries --
specifically, economic, currency, information, political and transaction risks.
As a result of these additional risks, the Fund may be more volatile than a
domestic stock fund. In addition, foreign stocks may not move in concert with
the U.S. markets. The Fund's investments are often focused in a small number of
business sectors. In addition, the Fund may invest in certain securities with
unique risks, such as forward foreign currency contracts.
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(1) through December 31, 1998. These
returns include reinvestment of all dividends and capital gains 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.(1)
YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31(1)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
90 -4.11%
91 13.18%
92 10.21%
93 36.38%
94 -7.80%
95 18.78%
96 18.51%
97 2.90%
98 14.92%
</TABLE>
<TABLE>
<S> <C> <C>
BEST QUARTER: 12/31/98 19.38%
WORST QUARTER: 9/30/98 -16.79%
</TABLE>
Average annual total return is a measure of the Fund's performance over time.
The Fund's average annual return is compared with the Morgan Stanley Capital
International Europe, Australasia and the Far East Index (EAFE Index). While the
Fund does not seek to match the returns of the EAFE Index, this index is a good
16
<PAGE>
BERGER/BIAM
INTERNATIONAL
FUND
indicator of foreign stock markets. You may not invest in the EAFE Index and
unlike the Fund, it does not incur fees or charges.
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998(1)
<TABLE>
<CAPTION>
LIFE OF THE
FUND
1 YEAR 5 YEARS (JULY 31, 1989)
- -----------------------------------------------------------
<S> <C> <C> <C>
The Fund 14.92% 8.94% 12.57%
- -----------------------------------------------------------
EAFE Index 20.33% 9.50% 5.57%
- -----------------------------------------------------------
</TABLE>
1. Performance figures covering periods prior to October 11, 1996, include the
performance of a pool of assets advised by the Portfolio's investment manager
for periods before the Portfolio began operations. This performance has been
adjusted to reflect the increased expenses expected in operating the Fund, net
of fee waivers. The asset pool was not registered with the SEC and was not
subject to the investment restrictions imposed on mutual funds. If the pool had
been registered, its performance might have been adversely affected.
[ICON] FUND EXPENSES - As a shareholder in the Fund, you do not pay any sales
charges, redemption or exchange fees, but you do bear indirectly Annual Fund
Operating Expenses, which vary from year to year.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES(1)
(deducted directly from the Fund) %
- ----------------------------------------------------
<S> <C>
Management fee .90
- ----------------------------------------------------
Distribution (12b-1) fee .25
- ----------------------------------------------------
Other expenses .68
- ----------------------------------------------------
- ----------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.83
- ----------------------------------------------------
FEE WAIVER(2) (.03)
- ----------------------------------------------------
NET EXPENSES 1.80
- ----------------------------------------------------
</TABLE>
1. Annual fund operating expenses consist of the Fund's expenses plus the
Fund's share of the expenses of the Portfolio.
2. Under a written contract, the Portfolio's investment advisor waives its fee
to the extent that, at any time during the life of the Portfolio, the
Portfolio's annual operating expenses exceed 1.00%. The contract may not be
terminated or amended except by a vote of the Portfolio's Board of Trustees.
UNDERSTANDING EXPENSES - Annual Fund operating expenses are borne by the Fund.
As a result, they reduce the Fund's return. Fund expenses include the Fund's
share of the Portfolio's expenses,12b-1 fees, an administrative fee 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>
YEARS $
- ---------------------------------------------------
<S> <C>
One 183
- ---------------------------------------------------
Three 566
- ---------------------------------------------------
Five 975
- ---------------------------------------------------
Ten 2,116
- ---------------------------------------------------
</TABLE>
17
<PAGE>
BERGER
GROWTH AND
INCOME FUND
[BERGER GROWTH AND INCOME FUND PHOTO]
<TABLE>
<S> <C>
- - Ticker Symbol BEOOX
</TABLE>
[ICON] THE FUND'S GOALS - The Fund aims for capital appreciation and has a
secondary goal of providing a moderate level of current income. In pursuing
these goals, the Fund primarily invests in the securities of well-established,
growing companies. The Fund's secondary goal may be changed at any time without
a shareholder vote.
[ICON] PRINCIPAL INVESTMENT STRATEGIES - Security selection focuses on the
common stocks, convertible securities and preferred stocks of companies that
have demonstrated a pattern of earnings growth and stability and are also
expected to provide current income.
The Fund's investment manager generally looks for companies with:
- - Competitive products and services and a successful orientation to global
markets
- - Higher than average rate of earnings growth with somewhat lower dividend
yields
- - Strong, capable management teams and conservatively financed balance sheets.
Common stock of companies with mid-sized to large market capitalizations usually
constitutes a majority of the Fund's investments. 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 - You may be interested in the Fund if you are
comfortable with the risks of equity and fixed-income investing 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, interest rate movements,
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.
To the extent the Fund invests in fixed-income securities it takes on additional
risks, including movements in interest rates and default on payment of principal
or interest. The Fund may invest up to 20% of its assets in convertible
securities rated below investment grade (BB or lower by S&P, Ba or lower by
Moody's). The issuers of lower rated bonds are less financially secure, and are
more likely to be hurt by interest rate movements. When interest rates are low,
the Fund's income distributions to you may be reduced or eliminated.
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
annual return for the ten-year period 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 for the past ten years.
YEAR-BY-YEAR TOTAL RETURN AS OF DECEMBER 31
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
89 20.32%
90 -7.99%
91 60.97%
92 4.82%
93 23.57%
94 -9.07%
95 23.92%
96 15.61%
97 22.70%
98 22.49%
</TABLE>
<TABLE>
<S> <C> <C>
BEST QUARTER: 9/30/91 21.94%
WORST QUARTER: 9/30/90 -17.76%
</TABLE>
18
<PAGE>
BERGER
GROWTH AND
INCOME FUND
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.
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
LIFE OF THE FUND
1 YEAR 5 YEARS 10 YEARS (SEPTEMBER 30, 1974)
- ----------------------------------------------------------------------
<S> <C> <C> <C> <C>
The Fund 22.49% 14.38% 16.28% 14.42%
- ----------------------------------------------------------------------
S&P 500 28.74% 24.08% 19.20% 17.34%
- ----------------------------------------------------------------------
</TABLE>
[ICON] FUND EXPENSES - As a shareholder in the Fund, you do not pay any sales
charges, redemption or exchange fees, but you do bear indirectly Annual Fund
Operating Expenses, which vary from year to year.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) %
- ----------------------------------------------------
<S> <C>
Management fee .75
- ----------------------------------------------------
Distribution (12b-1) fee .25
- ----------------------------------------------------
Other expenses .44
- ----------------------------------------------------
Total Annual Fund Operating Expenses 1.44
- ----------------------------------------------------
</TABLE>
UNDERSTANDING EXPENSES - Annual Fund operating expenses are paid by the Fund. As
a result, they reduce the Fund's return. Fund expenses include management fees,
12b-1 fees and administrative costs such as shareholder recordkeeping and
reports, custodian and pricing services and registration fees.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund 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>
YEARS $
- ---------------------------------------------------
<S> <C>
One 147
- ---------------------------------------------------
Three 456
- ---------------------------------------------------
Five 787
- ---------------------------------------------------
Ten 1,724
- ---------------------------------------------------
</TABLE>
19
<PAGE>
BERGER
BALANCED
FUND
[BERGER BALANCED FUND PHOTO]
<TABLE>
<S> <C>
- - Ticker Symbol: BEBAX
</TABLE>
[ICON] THE FUND'S GOALS - The Fund aims for capital appreciation and current
income. In pursuing these goals, the Fund primarily invests in a diversified
group of domestic equity and fixed-income securities.
[ICON] PRINCIPAL INVESTMENT STRATEGIES - The allocation between equity and
fixed-income securities is based upon the investment manager's assessment of
available investment opportunities and relevant market, economic and financial
factors.
The Fund's investment manager generally looks for companies with:
- -Reasonably priced equity securities with strong, consistent and predictable
earnings growth rates
- -Strong, capable management teams and competitive products or services
- -Conservatively financed balance sheets.
The Fund's equity investments consist primarily of common stocks of companies
with mid-sized to large market capitalizations. The Fund's fixed-income
investments are a variety of income-producing securities, such as short- to
long-term corporate and government debt securities, convertible securities,
preferred stocks and mortgage-backed securities. The investment manager believes
its investment style emphasizing equity securities offers shareholders the
opportunity for capital appreciation along with a reasonable level of capital
preservation. Normally, equity securities are expected to range from 45% to 65%
of the Fund's total assets. However, it is the Fund's policy to invest at least
25% of its total assets in fixed-income senior securities and at least 25% in
equity securities. The Fund may invest up to 20% of its assets in convertible
securities rated below investment grade (BB or lower by S&P, Ba or lower by
Moody's).
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 equity portion of the portfolio in pursuit
of the Fund's goal. When this occurs, the annual portfolio turnover rate may be
higher than other comparable funds.
[ICON] PRINCIPAL RISKS - You may be interested in the Fund if you are
comfortable with the risks of equity and fixed-income investing 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, interest rate movements,
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.
The Fund may be riskier than other balanced funds that invest more heavily in
fixed-income securities. In addition, the Fund may invest in certain securities
with unique risks, such as small company securities and mortgage-backed
securities.
To the extent the Fund invests in fixed-income securities it takes on additional
risks, including movements in interest rates and default on payment of principal
or interest. The Fund may invest up to 20% of its assets in convertible
securities rated below investment grade. The issuers of lower rated bonds are
less financially secure, and are more likely to be hurt by interest rate
movements. When interest rates are low, the Fund's income distributions to you
may be reduced or eliminated.
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.
Total return shows you the Fund's performance for the one full calendar year
since it began.
TOTAL RETURN FROM DECEMBER 31, 1997
THROUGH DECEMBER 31, 1998(1)
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<S> <C>
98 34.38%
</TABLE>
<TABLE>
<S> <C> <C>
BEST QUARTER: 12/31/97 37.41%
WORST QUARTER: 9/30/98 -4.86%
</TABLE>
20
<PAGE>
BERGER
BALANCED
FUND
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.
AVERAGE ANNUAL RETURNS AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
1 LIFE OF THE FUND
YEAR (SEPTEMBER 30, 1997)
- --------------------------------------------------
<S> <C> <C>
The Fund 34.38% 63.80%(1)
- --------------------------------------------------
S&P 500 28.74% 25.09%
- --------------------------------------------------
</TABLE>
1. Includes returns for the last quarter of 1997, which reflect a higher than
normal level of trading activity undertaken to pursue equity opportunities
available as the advisor was beginning to implement the Fund's long-term
approach to equity management.
[ICON] FUND EXPENSES - As a shareholder in the Fund, you do not pay any sales
charges, redemption or exchange fees, but you do bear indirectly Annual Fund
Operating Expenses, which vary from year to year.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(deducted directly from the Fund) %
- ----------------------------------------------------
<S> <C>
Management fee .70
- ----------------------------------------------------
Distribution (12b-1) fee .25
- ----------------------------------------------------
Other expenses .62
- ----------------------------------------------------
TOTAL ANNUAL FUND OPERATING EXPENSES 1.57
- ----------------------------------------------------
FEE WAIVER(1) (.07)
- ----------------------------------------------------
NET EXPENSES 1.50
- ----------------------------------------------------
</TABLE>
1. Under a written contract, the Fund's investment advisor waives its fee to the
extent that, at any time during the life of the Fund, the Fund's annual
operating expenses exceed 1.50%. The contract may not be terminated or amended
except by a vote of the Fund's Board of Trustees.
UNDERSTANDING EXPENSES - Annual Fund operating expenses are paid by the Fund. As
a result, they reduce the Fund's return. Fund expenses include management
fees,12b-1 fees and administrative costs such as shareholder recordkeeping and
reports, custodian and pricing services and registration fees.
EXAMPLE COSTS
The following example helps you compare the cost of investing in the Fund 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>
YEARS $
<S> <C>
- --------------------------------------------------------
One 153
- --------------------------------------------------------
Three 474
- --------------------------------------------------------
Five 818
- --------------------------------------------------------
Ten 1,791
- --------------------------------------------------------
</TABLE>
21
<PAGE>
INVESTMENT TECHNIQUES,
SECURITIES AND
ASSOCIATED RISKS
<TABLE>
<CAPTION>
BERGER BERGER BERGER
SMALL SMALL BERGER BERGER GROWTH
BERGER NEW BERGER COMPANY CAP MID CAP MID CAP BERGER/BIAM AND BERGER
RISK AND INVESTMENT GENERATION SELECT GROWTH VALUE GROWTH VALUE BERGER INTERNATIONAL INCOME BALANCED
TABLE FUND FUND FUND FUND FUND FUND 100 FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
DIVERSIFICATION DIAMOND N DIAMOND DIAMOND DIAMOND DIAMOND DIAMOND DIAMOND DIAMOND DIAMOND
SMALL AND MID-SIZED /Y/ Y /Y/ /Y/ /Y/ /Y/ Y Y Y Y
COMPANY SECURITIES
Market, liquidity
and information risk
FOREIGN SECURITIES Y Y Y Y Y Y Y /Y/ Y Y
Market, currency,
transaction,
liquidity,
information and
political risk
SECTOR FOCUS /Y/ /Y/ /Y/ /Y/ /Y/ /Y/ /Y/ /Y/ Y Y
Market and liquidity
risk
CONVERTIBLE Y Y Y Y Y Y Y Y /Y/ /Y/
SECURITIES(1)
Market, interest
rate, prepayment and
credit risk
INVESTMENT GRADE Y Y Y Y Y Y Y Y Y /Y/
BONDS
(NONCONVERTIBLE)
Interest rate,
prepayment, market
and credit risk
COMPANIES WITH Y Y Y 5ADIAMOND Y Y 5ADIAMOND Y 5ADIAMOND Y
LIMITED OPERATING
HISTORIES
Market, liquidity
and information risk
ILLIQUID AND 15 15 15 10DIAMOND 15 15 15 15 15 15
RESTRICTED
SECURITIES(2)
Market, liquidity
and transaction risk
SPECIAL SITUATIONS Y Y Y /Y/ Y /Y/ Y Y Y Y
Market and
information risk
MORTGAGE-BACKED AND N N N N N N N N N /Y/
ASSET-BACKED
SECURITIES(3)
Interest rate,
prepayment,
extension, market
and credit risk
TEMPORARY DEFENSIVE Y Y Y Y Y Y Y N Y Y
MEASURES
Opportunity risk
BORROWING 25ADIAMOND 25ADIAMOND 25ADIAMOND 5ADIAMOND 25ADIAMOND 25ADIAMOND 5ADIAMOND 25ADIAMOND 5ADIAMOND 25ADIAMOND
Leverage risk
HEDGING STRATEGIES
FINANCIAL FUTURES(4) 5 5 5 NDIAMOND 5 5 5 N 5 5
Hedging,
correlation,
opportunity and
leverage risk
FORWARD FOREIGN Y Y Y NDIAMOND Y Y Y /Y/ Y Y
CURRENCY
CONTRACTS(4)
Hedging, credit,
correlation,
opportunity and
leverage risk
OPTIONS(4) 5 5 5 5 5 5 5 N 5 5
(EXCHANGE-TRADED AND
OVER-THE-COUNTER)
Hedging, credit,
correlation and
leverage risk
WRITING (SELLING) 25A 25A 25A 10 25A 25A 25A N 25A 25A
COVERED CALL
OPTIONS(4)
(EXCHANGE-TRADED AND
OVER-THE-COUNTER)
Opportunity, credit
and leverage risk
</TABLE>
22
<PAGE>
BEFORE
YOU
INVEST...
in any of the Berger Funds, 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.
AN INVESTMENT IN THE BERGER FUNDS IS NOT A BANK DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY. THE FUNDS ARE NOT A
COMPLETE INVESTMENT PROGRAM, BUT MAY SERVE TO DIVERSIFY OTHER TYPES OF
INVESTMENTS IN YOUR PORTFOLIO. THERE IS NO GUARANTEE THAT THE FUNDS WILL MEET
THEIR INVESTMENT GOALS, AND ALTHOUGH YOU HAVE THE POTENTIAL TO MAKE MONEY, YOU
COULD ALSO LOSE MONEY BY INVESTING IN THE FUNDS.
The table on the opposite page will help you further understand the risks the
Funds take by investing in certain securities and the investment techniques used
by the Berger Funds. A glossary follows this page. You may get more detailed
information about the risks of investing in the Berger Funds in the Statement of
Additional Information (SAI), including a discussion of debt security ratings in
Appendix A to the SAI.
<TABLE>
<S> <C> <C> <C> <C> <C>
/Y/ Y N DIAMOND 5A
KEY TO TABLE Yes, the security Yes, the security No, the security The restriction Use of a security
Follow down the or technique is or technique is or technique is is fundamental to or technique is
columns under the permitted by a permitted by a not permitted by a Fund. permitted, but
name of the Fund Fund and is Fund. a Fund. (Fundamental subject to a
in which you are emphasized by a restrictions restriction of up
interested. The Fund. cannot be changed to 5% of total
boxes will tell without a assets.
you: shareholder
vote.)
10A 25A 5 10 15
Use of a security Use of a security Use of a security Use of a security Use of a security
or technique is or technique is or technique is or technique is or technique is
permitted, but permitted, but permitted, but permitted, but permitted, but
subject to a subject to a subject to a subject to a subject to a
restriction of up restriction of up restriction of up restriction of up restriction of up
to 10% of total to 25% of total to 5% of net to 10% of net to 15% of net
assets. assets. assets. assets. assets.
</TABLE>
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 Berger Small Cap Value Fund may invest in illiquid securities, but not
restricted securities.
3. The Berger Balanced Fund may invest only in mortgage-backed securities that
are issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, or in privately issued mortgage-backed or asset-backed
securities that are rated AA/Aa (S&P/Moody's) or above.
4. 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, although a Fund may have more at risk under these
contracts than the initial margin or premium. However, 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.
23
<PAGE>
RISK AND INVESTMENT GLOSSARY
BORROWING refers to a loan of money from a bank or other financial institution
undertaken by a Fund for temporary or emergency reasons only.
COMMON STOCK is a share of ownership (equity) interest in a company.
COMPANIES WITH LIMITED OPERATING HISTORIES are securities issued by companies
that have been in continuous operation for less than three years. Sometimes
called "unseasoned" issuers.
CONVERTIBLE SECURITIES are debt or equity securities which may be converted on
specified terms into stock of the issuer.
CORRELATION RISK 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 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 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.
EXTENSION RISK is the risk that, as interest rates rise, borrowers are less
likely to refinance their mortgages or other debts. As a result, the principal
on mortgage-backed or asset-backed securities may be paid later than expected,
which could cause the value of the securities to go down.
DIVERSIFICATION means a diversified fund may not, with respect to at least 75%
of its assets, invest more than 5% in the securities of one company. A
nondiversified fund may be more volatile than a diversified fund because it
invests more of its assets in a smaller number of companies and the gains or
losses on a single stock will therefore have a greater impact on the fund's
share price. All of the Berger Funds are diversified funds, except the Berger
Select Fund.
FINANCIAL FUTURES 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.
FOREIGN SECURITIES are issued by companies located outside of the United States.
A 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.
FORWARD FOREIGN CURRENCY CONTRACTS are privately negotiated contracts committing
the holder to purchase or sell a specified quantity of a foreign currency on a
predetermined future date.
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.")
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.
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.
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. 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.
MARKET CAPITALIZATION is the total current market value of a company's
outstanding common stock.
24
<PAGE>
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.
MORTGAGE-BACKED SECURITIES are securities that represent interests in "pools" of
mortgages or that are backed by mortgages where the interest and principal
payments on the mortgages are "passed-through" to the security holder.
Mortgage-backed securities may be issued or guaranteed by the U.S. government.
They may also be privately issued and backed by U.S. government guaranteed
securities or by private arrangements to make them more secure. ASSET-BACKED
SECURITIES are similar, except backed by assets such as car loans or credit card
receivables rather than mortgages.
OPPORTUNITY RISK means missing out on an investment opportunity because the
assets necessary to take advantage of it are committed to less advantageous
investments or strategies.
OPTIONS are contracts giving the holder the right but not the obligation to
purchase or sell a security on or before a predetermined future date for a fixed
price. Options on securities indexes are similar, but settle in cash.
POLITICAL RISK comes into play with investments, particularly foreign
investments, which may be adversely affected by nationalization, taxation, war,
government instability or other economic or political actions or factors.
PREPAYMENT RISK is the risk that, as interest rates fall, borrowers are more
likely to refinance their mortgages or other debts. As a result, the principal
on mortgage-backed, asset-backed or certain other fixed-income securities may be
paid earlier than expected, which could cause investment losses and cause
prepaid amounts to have to be reinvested at a relatively lower interest rate.
SECTOR FOCUS occurs when a significant portion of a Fund's assets are invested
in a relatively small number of related industries. The Funds will not
concentrate more than 25% of their total assets in any one industry. Sector
focus may increase both market and liquidity risk.
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 each of the Funds investing primarily in small
or mid-sized companies varies by Fund and appears in the description for those
Funds under the heading "Principal Investment Strategies." In general, the
smaller the company, the greater its risks.
SPECIAL SITUATIONS are companies about to undergo a structural, financial or
management change which may significantly affect the value of their securities.
TEMPORARY DEFENSIVE MEASURES may be taken when a Fund's investment manager
believes they are warranted due to market conditions. When this happens, the
Fund may increase its investment in government securities and other short-term
securities without regard to the Fund's investment restrictions, policies or
normal investment emphasis.
TRANSACTION RISK means that a 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 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. A Fund will write call options only if it already owns the
security (if it is "covered").
25
<PAGE>
<TABLE>
<S> <C>
BUYING SHARES
- - Minimums:
- - Initial investment $ 2,000
- - Subsequent investments $ 50
- - Automatic investment plan $ 50
</TABLE>
SEND NEW ACCOUNT
APPLICATIONS TO
The Berger Funds
P.O. Box 419958
Kansas City, MO 64141
OR FOR OVERNIGHT, CERTIFIED
OR REGISTERED MAIL ONLY
The Berger Funds
330 West 9th St., 1st Floor
Kansas City, MO 64105
<TABLE>
<CAPTION>
BY AUTOMATIC INVESTMENT
BY MAIL BY TELEPHONE BY ONLINE ACCESS PLAN
<S> <C> <C> <C>
[ENVELOPE ICON] [TELEPHONE ICON] [COMPUTER ICON] [CALENDAR ICON]
Read this prospectus. If you already have a If you have established a To automatically purchase
Fill out the application Berger Funds account, you Berger Funds account with more shares on a regular
if you are opening a new may purchase additional electronic funds transfer basis, fill out the Auto-
account. shares by telephone privileges you may pur- matic Investment Plan
Make out a check to order. chase additional shares section of the
BERGER FUNDS for the You must pay for them via online access. application.
amount you want to within three business You will find us online Investments are trans-
invest. days by wire, electronic at www.bergerfunds.com. ferred automatically from
Send the application and funds transfer or your bank account.
a check to The Berger overnight delivery of a See details on the
Funds in the envelope check. application.
provided. Call (800) 551-5849 for
To add to an existing ac- current wire or
count, be sure to include electronic funds transfer
your account number on instructions.
your check and mail it to
the appropriate address
above.
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.
</TABLE>
IMPORTANT NOTES
ABOUT PAYING FOR
YOUR SHARES
Your check must be made payable to 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 online 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 online 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 will be 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.
26
<PAGE>
SELLING
(REDEEMING)
SHARES
<TABLE>
<CAPTION>
BY SYSTEMATIC
BY MAIL BY TELEPHONE BY ONLINE ACCESS WITHDRAWAL PLAN
<S> <C> <C> <C>
[ENVELOPE ICON] [TELEPHONE ICON] [COMPUTER ICON] [CALENDAR ICON]
Send a written Call (800) 551-5849. You will find us Shares may be
request indicating online at redeemed
your account number www.bergerfunds.com. automatically ($50
and the dollar amount minimum) monthly,
or number of shares quarterly,
you are redeeming to semi-annually or
the appropriate ad- annually.
dress shown under A systematic
"Buying Shares." withdrawal plan may
Your request must be be established if you
signed by each own shares in a Fund
registered worth at least
shareholder, with the $5,000.
signature(s) Call (800) 551-5849
appearing exactly as for more information
they do on your and forms.
account registration.
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 FUNDS.
</TABLE>
IMPORTANT NOTES
ABOUT PAYMENT
FOR YOUR
REDEEMED SHARES
IN TIMES OF EXTREME ECONOMIC OR MARKET CONDITIONS, TRANSACTIONS BY TELEPHONE OR
ONLINE MAY BE DIFFICULT.
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.)
Wire and electronic funds transfers are subject to a $1,000 minimum and $100,000
maximum.
You will be charged $10 if you request 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 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.
27
<PAGE>
INFORMATION ABOUT
YOUR ACCOUNT
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, online 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.
- - 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) 551-5849 or
write to The Berger Funds, P.O. Box 419958, Kansas City, MO 64141-6958.
- --------------------------------------------------------------------------------
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 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 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 AND ACCEPTED
BY THE
28
<PAGE>
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 Funds calculate their share price, 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. 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 or directors. 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.
A 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 Funds use procedures designed to
give reasonable assurance that telephone and online instructions are genuine,
including recording the transactions, testing the identity of the shareholder
placing the order and sending prompt written confirmation of transactions to the
shareholder of record. The Funds, and their 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
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.
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 directors or 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.
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 Funds' advisors are
addressing these issues for their computers and are getting reasonable
assurances from the Funds' other major service providers that they too are
addressing these issues to preserve smooth functioning of the Funds' trading,
pricing, shareholder account, custodial and other operations. There can be no
assurances, however, that all problems will be avoided.
These computer problems could also adversely affect the Funds' 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
29
<PAGE>
of fixing their computers, which could be substantial. The Funds' investment
managers consider these issues when evaluating investments for the Funds.
REDEMPTIONS IN-KIND
Each 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 FUNDS OF CERTAIN ACCOUNTS
To reduce their expenses, all Funds other than the Berger 100 Fund may
involuntarily redeem the shares in your account if your balance drops below
$2,000 ~ but only if it drops below this amount because you have redeemed
shares, not because the share value has declined. You will be given 60 days'
notice before a Fund undertakes any involuntary redemption. During that time,
you may buy more shares to bring your account above the minimum. Existing
shareholders of the following Funds have lower minimum balance requirements and
must maintain these minimum balances to avoid involuntary redemption:
<TABLE>
<CAPTION>
IF YOUR SHARES WERE YOUR MINIMUM IF YOUR SHARES WERE YOUR MINIMUM
FUND PURCHASED BEFORE... ACCOUNT BALANCE IS PURCHASED BEFORE... ACCOUNT BALANCE IS
<S> <C> <C> <C> <C>
Berger Growth and Income Fund January 26, 1996 $250 November 28, 1996 $500
Berger Small Company Growth Fund January 26, 1996 $250 November 28, 1996 $500
Berger New Generation Fund November 28, 1996 $1,000
</TABLE>
- --------------------------------------------------------------------------------
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 Funds generally make two
different kinds of distributions:
- - Capital gains from the sale of portfolio securities held by a fund. Each Fund
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 as follows:
<TABLE>
<CAPTION>
DISTRIBUTIONS OF
FUND NET INVESTMENT INCOME
<S> <C>
Berger Growth and Income Fund QUARTERLY
(normally in March, June, September and December)
Berger Balanced Fund QUARTERLY
(normally in March, June, September and December)
All other Berger Funds ANNUALLY
(normally in December)
</TABLE>
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. Distributions of
gains from the sale of assets held by a 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 Funds to you will normally be capital gains. A portion
of those gains may be net short-term capital gains, which are taxed as ordinary
income. The Berger Growth and Income Fund and the Berger Balanced Fund normally
will also distribute net investment income, which is taxed as ordinary income.
The other Berger Funds generally will not distribute net investment income,
although any net investment income that is generated as a by-product of managing
their portfolios will be distributed to you.
If you redeem Fund shares that have appreciated in value, you will have a
taxable gain upon redemption. Exchanges are treated as a redemption and purchase
for tax purposes. Therefore, you will also have a taxable gain if you exchange
shares that have appreciated in value.
ADDITIONAL TAX INFORMATION
You should consult your own tax advisor about your particular situation. For
more information about other tax matters, including backup withholding for
certain taxpayers and other tax aspects of redemptions, see the SAI.
30
<PAGE>
TAX-SHELTERED
RETIREMENT PLANS
The Funds offer several tax-qualified retirement plans for individuals,
businesses and nonprofit organizations. For information about establishing a
Berger Funds IRA, Roth IRA, profit-sharing or money purchase pension plan,
403(b) Custodial Account, SEP-IRA, SIMPLE IRA account or other retirement plans,
please call (800) 551-5849 or write to The Berger Funds, P.O. Box 419958, Kansas
City, MO 64141-6958. 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 (800) 259-2820.
ORGANIZATION
OF THE BERGER
FUNDS FAMILY
- --------------------------------------------------------------------------------
INVESTMENT
MANAGERS
The following companies provide day-to-day investment management and
administrative services to the Funds. The advisory fees paid to them for the
most recent fiscal year are shown in the following table as a percentage of each
Fund's average daily net assets.
BERGER ASSOCIATES, INC. (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. When acting as investment
advisor, Berger Associates is responsible for managing the investment operations
of the Funds. Berger Associates also provides administrative services to the
Funds.
BBOI WORLDWIDE LLC (210 University Blvd., Suite 700, Denver, CO 80206) was
formed in 1996 as a joint venture between Berger Associates and Bank of Ireland
Asset Management (U.S.) Limited (BIAM). As investment advisor, BBOI oversees,
evaluates and monitors the investment advisory services provided by BIAM as
sub-advisor.
BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED (BIAM) ((20 Horseneck Lane,
Greenwich, CT 06830 (representative office); 26 Fitzwilliam Place, Dublin 2,
Ireland (main office)) serves as investment advisor or sub-advisor to pension
and profit-sharing plans and other institutional investors and mutual funds.
Bank of Ireland's investment management group was founded in 1966. As
sub-advisor, BIAM manages the investments in the Berger/BIAM International
Portfolio.
PERKINS, WOLF, MCDONNELL & COMPANY (PWM) (53 West Jackson Boulevard, Suite 818,
Chicago, IL 60604) served as investment advisor to the Berger Small Cap Value
Fund (then known as The Omni Investment Fund) from 1987 to February 1997, when
PWM became the sub-advisor to the Fund. As sub-advisor, PWM manages the Fund's
investment operations.
31
<PAGE>
<TABLE>
<CAPTION>
ADVISORY FEE
FUND PAID BY FUND THE FUND'S INVESTMENT MANAGER
<S> <C> <C>
BERGER NEW GENERATION 0.90% paid to Berger MARK S. SUNDERHUSE, Senior Vice President of Berger
FUND Associates Associates, is the investment manager of the Berger New
Generation Fund. Mr. Sunderhuse joined Berger Associates in
January 1998 and assumed management of the Fund in January
1999. Mr. Sunderhuse has more than 10 years of experience in
the investment management industry.
BERGER SELECT FUND 0.75% paid to Berger PATRICK S. ADAMS, Senior Vice President of Berger
Associates Associates, is the investment manager of the Berger Select
Fund. Mr. Adams joined Berger Associates in February 1997
and assumed management of the Fund at its inception in
December 1997. He has managed equity funds since 1985.
BERGER SMALL COMPANY 0.90% paid to Berger AMY K. SELNER, Vice President of Berger Associates, is the
GROWTH FUND Associates investment manager of the Berger Small Company Growth Fund.
Ms. Selner joined Berger Associates as a senior technology
analyst in April 1996 and assumed management of the Fund in
November 1998. Ms. Selner has more than seven years of
experience in the investment industry.
BERGER SMALL CAP VALUE 0.90% paid to Berger ROBERT H. PERKINS has been the investment manager for the
FUND Associates Berger Small Cap Value Fund since its inception in October
1987. Mr. Perkins has been an investment manager since 1970
and serves as President and a director of Perkins, Wolf,
McDonnell & Company. THOMAS PERKINS has been an investment
manager since 1974 and joined PWM as a portfolio manager in
1998. Thomas Perkins assumed co-management of the Fund in
January 1999.
BERGER MID CAP GROWTH 0.75% paid to Berger AMY K. SELNER assumed management of the Fund at its
FUND Associates(1) inception in December 1997.
BERGER MID CAP VALUE FUND 0.75% paid to Berger THOMAS M. PERKINS AND ROBERT H. PERKINS have served as co-
Associates investment managers of the Berger Mid Cap Value Fund since
its inception in August 1998.
BERGER 100 FUND 0.75% paid to Berger PATRICK S. ADAMS assumed management of the Fund in February
Associates 1997.
BERGER/BIAM INTERNATIONAL 0.90% paid to BBOI BIAM, using a team approach, has been the investment manager
FUND Worldwide(1) for the Portfolio, in which the Fund is invested, since its
inception in 1996. BIAM is the sub-advisor to the Portfolio
and is part of Bank of Ireland's asset management group,
established in 1966. Most of the team of investment
professionals have been with the group for at least ten
years.
BERGER GROWTH AND INCOME 0.75% paid to Berger TINO SELLITTO, Vice President of Berger, is the investment
FUND Associates manager of the Berger Growth and Income Fund. Mr. Sellitto
joined Berger as a senior equity analyst in January 1998 and
assumed management of the Fund in November 1998. Mr.
Sellitto has 4 years of experience in the investment
industry. Prior to that Mr. Sellitto served as an account
executive with an equipment distributor.
BERGER BALANCED FUND 0.70% paid to Berger PATRICK S. ADAMS AND JOHN B. JARES, Vice President of Berger
Associates(1) Associates, are co-investment managers of the Berger
Balanced Fund. Mr. Jares joined Berger Associates in May
1997. They assumed management of the Fund at its inception
in September 1997. Mr. Jares has five years of experience in
the investment management industry.
</TABLE>
1. After waivers, advisory fees paid were: Berger Mid Cap Growth Fund: .29%;
Berger/BIAM International Fund: .87%; and Berger Balanced Fund: .63% for the
fiscal year ended September 30, 1998.
32
<PAGE>
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 a Fund may
exceed 100% per year. A turnover rate of 100% means the securities owned by a
Fund were replaced once during the year. Higher turnover rates may result in
higher brokerage costs to the Funds and in higher net taxable gains for you as
an investor. Each Fund's portfolio turnover rate can be found under the heading
"Financial Highlights for the Berger Funds Family."
- --------------------------------------------------------------------------------
12b-1
ARRANGEMENTS
The Funds are "no-load" funds, meaning that you pay no sales charge or
commissions when you buy or sell Fund shares. However, each Fund has adopted a
12b-1 plan permitting it to pay a fee in connection with distribution of its
shares. Berger Associates is entitled to be paid a fee under each plan of 0.25%
of each Fund's average daily net assets. Because this fee is paid on an ongoing
basis, this may result in the cost of your investment increasing and over time
may cost you more than other types of sales charges. The fee may be used for
such things as marketing and promotion, compensation to dealers and others who
provide distribution and administrative services, and shareholder support
services (such as routine requests for information).
- --------------------------------------------------------------------------------
SPECIAL FUND
STRUCTURES
MULTI-CLASS
The Berger Small Cap Value Fund currently has two classes of shares. The
Investor Shares offered in this prospectus are available to the general public.
The other class of shares, Institutional Shares, are offered through a separate
prospectus and are designed for investors who maintain a minimum account balance
of $250,000. Each class of shares has its own expenses so that share price,
performance and distributions will differ between classes. The 12b-1 plan
adopted by the Berger Small Cap Value Fund applies only to the Investor Shares.
For more information on Institutional Shares, please call (800) 259-2820.
MASTER/FEEDER
The Berger/BIAM International Fund is organized as a "feeder" fund in a
"master/feeder" structure. This means that the Fund's assets are all invested in
a larger "master" portfolio of securities, the Berger/ BIAM International
Portfolio, which has investment goals and policies identical to those of the
Fund. The other feeders investing in the Portfolio are the International Equity
Fund and the Berger/BIAM International CORE Fund, each of which has a minimum
balance requirement of $1,000,000 and its own expenses so that share price,
performance and distributions will differ among feeders. For more information on
these feeders, please call (800) 259-2820.
The Fund may withdraw its investment in the Portfolio at any time, if the
Trustees determine that it is in the best interests of the Fund to do so. In
that event, the Fund might transfer to another master fund or hire its own
investment advisor. A withdrawal could result in the Fund receiving an in-kind
distribution of portfolio securities from the Portfolio. In that case, the Fund
could incur brokerage, tax or other charges if it converted the securities to
cash. In addition, an in-kind distribution could adversely affect the liquidity
of the Fund.
For more information on multi-class and master/ feeder fund structures, see the
SAI.
33
<PAGE>
FINANCIAL HIGHLIGHTS
FOR THE BERGER
FUNDS FAMILY
The financial highlights will help you understand each Fund's financial
performance for the periods indicated. Certain information reflects financial
results for a single Fund share. Total return shows how much your investment in
the Fund increased or decreased during each period, assuming you reinvested all
dividends and distributions. Except as otherwise noted, PricewaterhouseCoopers
LLP, independent accountants, audited this information. Their reports are
included in the Funds' annual report, which is available without charge upon
request.
BERGER NEW GENERATION FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
Years Ended September 30,
-----------------------------------------------
1998 1997 1996(1)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net asset value, beginning of period $14.72 $11.82 $10.00
- -----------------------------------------------------------------------------------------------------
From investment operations
Net investment income (loss) -- (0.13) 0.56
- -----------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
on investments and foreign currency
transactions (2.06) 3.64 1.26
- -----------------------------------------------------------------------------------------------------
Total from investment operations (2.06) 3.51 1.82
- -----------------------------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) -- (0.61) --
- -----------------------------------------------------------------------------------------------------
Distributions (from capital gains) -- 0.00 --
- -----------------------------------------------------------------------------------------------------
Total dividends and distributions -- (0.61) --
- -----------------------------------------------------------------------------------------------------
Net asset value, end of period $12.66 $14.72 $11.82
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
Total Return(2) (13.99)% 31.53% 18.20%
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $113,693 $190,164 $116,912
- -----------------------------------------------------------------------------------------------------
Net expense ratio to average net assets(3) 1.72% 1.89% 1.90%(4)
- -----------------------------------------------------------------------------------------------------
Ratio of net income (loss) to average net
assets (1.37)% (1.51)% 12.35%(4)
- -----------------------------------------------------------------------------------------------------
Gross expense ratio to average net assets 1.72% 1.89% 2.09%(4)
- -----------------------------------------------------------------------------------------------------
Portfolio turnover rate 243% 184% 474%(5)
- -----------------------------------------------------------------------------------------------------
</TABLE>
1. Period from March 29, 1996 (commencement of investment operations) to
September 30, 1996.
2. Total return 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.
34
<PAGE>
FINANCIAL HIGHLIGHTS
FOR THE BERGER
FUNDS FAMILY
BERGER SELECT FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
PERIOD FROM DECEMBER 31,
1997(1)
TO SEPTEMBER 30, 1998
- -----------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $10.00
- -----------------------------------------------------------------------------------
From investment operations
Net investment income (loss) 0.07
- -----------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
on investments and foreign currency
transactions 3.19
- -----------------------------------------------------------------------------------
Total from investment operations 3.26
- -----------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) --
- -----------------------------------------------------------------------------------
Distributions (from capital gains) --
- -----------------------------------------------------------------------------------
Total dividends and distributions --
- -----------------------------------------------------------------------------------
Net asset value, end of period $13.26
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Total Return(2) 32.60%
- -----------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $41,571
- -----------------------------------------------------------------------------------
Ratio of net income (loss) to average net
assets 1.13%(3)
- -----------------------------------------------------------------------------------
Gross expense ratio to average net assets 1.48%(3)
- -----------------------------------------------------------------------------------
Portfolio turnover rate 1486%(4)
- -----------------------------------------------------------------------------------
</TABLE>
1. Commencement of investment operations.
2. Total return not annualized for periods of less than one full year.
3. Annualized.
4. Portfolio turnover was greater than expected during this period due to active
trading undertaken in response to market conditions at a time when the Fund's
assets were still relatively small and before the Fund was fully invested.
BERGER SMALL COMPANY GROWTH FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
Year Ended September 30,
---------------------------------------------------------------------
1998 1997 1996 1995 1994(1)
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $5.33 $4.74 $3.61 $2.74 $2.50
- --------------------------------------------------------------------------------------------------------------------------
From investment operations
Net investment income (loss) -- (0.05) (0.03) (0.02) --
- --------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains
(losses) on investments and foreign
currency transactions (1.24) 0.84 1.16 0.89 0.24
- --------------------------------------------------------------------------------------------------------------------------
Total from investment operations (1.24) 0.79 1.13 0.87 0.24
- --------------------------------------------------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) -- -- -- --(2) --
- --------------------------------------------------------------------------------------------------------------------------
Distributions (from capital gains) (0.48) (0.20) -- -- --
- --------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (0.48) (0.20) -- -- --
- --------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $3.61 $5.33 $4.74 $3.61 $2.74
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Total Return(3) (24.70)% 17.68% 31.30% 31.90% 9.60%
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $561,741 $902,685 $871,467 $522,667 $211,852
- --------------------------------------------------------------------------------------------------------------------------
Net expense ratio to average net assets(4) 1.48% 1.67% 1.68% 1.89% 2.10%(5)
- --------------------------------------------------------------------------------------------------------------------------
Ratio of net income (loss) to average net
assets (1.01)% (1.09)% (0.97)% (0.74)% 0.32%(5)
- --------------------------------------------------------------------------------------------------------------------------
Gross expense ratio to average net assets 1.59% 1.67% 1.68% 1.89% 2.10%(5)
- --------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 97% 111% 91% 109% 108%
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. Period from December 30, 1993 (commencement of investment operations) to
September 30, 1994. Other independent accountants audited this information.
2. Dividends from net investment income were less than $0.01 per share.
3. Total return not annualized for periods of less than one full year.
4. Net expenses represent gross expenses reduced by fees waived by the Advisor.
5. Annualized.
35
<PAGE>
FINANCIAL HIGHLIGHTS
FOR THE BERGER
FUNDS FAMILY
BERGER SMALL CAP VALUE FUND -- INVESTOR SHARES
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
PERIOD FROM
YEAR ENDED FEBRUARY 14, 1997(1)
SEPTEMBER 30, 1998 TO SEPTEMBER 30, 1997
- ----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of
period $22.28 $17.24
- ----------------------------------------------------------------------------------------
From investment operations
Net investment income (loss) 0.42 0.03
- ----------------------------------------------------------------------------------------
Net realized and unrealized
gains (losses) on investments
and foreign currency
transactions (2.58) 5.01
- ----------------------------------------------------------------------------------------
Total from investment operations (2.16) 5.04
- ----------------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment
income) (0.17) --
- ----------------------------------------------------------------------------------------
Distributions (from capital
gains) (2.37) --
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
Total dividends and distributions (2.54) --
- ----------------------------------------------------------------------------------------
Net asset value, end of period $17.58 $22.28
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
Total Return(2) (10.98)% 29.23%
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in
thousands) $108,465 $55,211
- ----------------------------------------------------------------------------------------
Ratio of net income (loss) to
average net assets 0.87% 0.60%(3)
- ----------------------------------------------------------------------------------------
Gross expense ratio to average
net assets 1.56% 1.66%(3)
- ----------------------------------------------------------------------------------------
Portfolio turnover rate 69% 81%
- ----------------------------------------------------------------------------------------
</TABLE>
1. Commencement of investment operations for Investor Shares class.
2. Total return not annualized for periods of less than one full year.
3. Annualized.
36
<PAGE>
FINANCIAL HIGHLIGHTS
FOR THE BERGER
FUNDS FAMILY
The following supplemental financial highlights are for the Berger Small Cap
Value Fund for periods before February 14, 1997, when the Fund first adopted
share classes and began offering the Investor Shares. Therefore, the 0.25% 12b-1
fee paid by the Investor Shares is not reflected in the data on the table.
Except for information for the period January 1, 1997, through February 14,
1997, the information in the table was audited by the Fund's prior independent
accountants. The information for the period January 1, 1997, through February
14, 1997, is unaudited.
BERGER SMALL CAP VALUE FUND
SUPPLEMENTAL FINANCIAL HIGHLIGHTS
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
PERIOD FROM
JANUARY 1,
1997 TO
FEBRUARY 14, Years Ended December 31,
1997(2) -----------------------------------------------------------------------------------------
(UNAUDITED) 1996 1995 1994 1993 1992 1991 1990 1989 1988 1987(1)
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per Share Data:(3)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value,
beginning of
period $16.48 $14.57 $12.75 $13.99 $13.39 $11.39 $9.23 $12.19 $11.21 $10.06 $11.33
- -----------------------------------------------------------------------------------------------------------------------------------
From investment
operations
Net investment
income (loss) (0.02) 0.12 0.09 (0.01) 0.03 0.09 0.14 0.28 0.23 0.24 0.21
- -----------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized
gains (losses)
on investments 0.78 3.62 3.23 0.91 2.14 2.14 2.16 (2.95) 2.71 1.77 (0.29)
- -----------------------------------------------------------------------------------------------------------------------------------
Total from
investment
operations 0.76 3.74 3.32 0.90 2.17 2.23 2.30 (2.67) 2.94 2.01 (0.08)
- -----------------------------------------------------------------------------------------------------------------------------------
Less dividends and
distributions
Dividends (from
net investment
income) 0.00 (0.11) (0.09) 0.00 (0.03) (0.10) (0.14) (0.29) (0.22) (0.24) (0.20)
- -----------------------------------------------------------------------------------------------------------------------------------
Distributions
(from capital
gains) 0.00 (1.72) (1.41) (2.14) (1.54) (0.13) 0.00 0.00 (1.74) (0.62) (0.99)
- -----------------------------------------------------------------------------------------------------------------------------------
Total dividends and
distributions 0.00 (1.83) (1.50) (2.14) (1.57) (0.23) (0.14) (0.29) (1.96) (0.86) (1.19)
- -----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end
of period $17.24 $16.48 $14.57 $12.75 $13.99 $13.39 $11.39 $9.23 $12.19 $11.21 $10.06
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Total Return(4) 4.61% 25.58% 26.07% 6.74% 16.25% 19.59% 25.01% (21.94)% 26.44% 20.09% (0.68)%
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental
Data:
Net assets, end of
period (in
thousands) $38,622 $36,041 $31,833 $18,270 $16,309 $14,007 $11,940 $9,839 $13,576 $9,976 $6,748
- -----------------------------------------------------------------------------------------------------------------------------------
Ratio of net income
(loss) to average
net assets (0.87)%(5) 0.69% 0.64% (0.04)% 0.18% 0.73% 1.24% 2.34% 1.85% 2.33% 1.87%(5)
- -----------------------------------------------------------------------------------------------------------------------------------
Gross expenses to
average net
assets 2.04%(5) 1.48% 1.64% 1.43% 1.31% 1.41% 1.52% 1.84% 1.78% 1.44% 1.69%(5)
- -----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover
rate 27% 69% 90% 125% 108% 105% 130% 146% 118% 103% 189%
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. Covers the period from February 1, 1987 to December 31, 1987. Effective
October 20, 1987, the Fund became publicly registered under the Investment
Company Act of 1940. Prior thereto, its shares were not publicly offered.
2. Commencement of Investor Shares class.
3. All per share amounts prior to December 31, 1994 have been adjusted for a 10
for 1 share split which occured September 30, 1994.
4. Not annualized for periods of less than one full year.
5. Annualized.
37
<PAGE>
FINANCIAL HIGHLIGHTS
FOR THE BERGER
FUNDS FAMILY
BERGER MID CAP GROWTH FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
PERIOD FROM DECEMBER 31,
1997(1)
TO SEPTEMBER 30, 1998
- ----------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $10.00
- ----------------------------------------------------------------------------------
From investment operations
Net investment income (loss) --
- ----------------------------------------------------------------------------------
Net realized and unrealized gains
(losses) on investments and foreign
currency transactions 0.93
- ----------------------------------------------------------------------------------
Total from investment operations 0.93
- ----------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) --
- ----------------------------------------------------------------------------------
Distributions (from capital gains) --
- ----------------------------------------------------------------------------------
Total dividends and distributions --
- ----------------------------------------------------------------------------------
Net asset value, end of period $10.93
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Return(2) 9.30%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $4,283
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Net expense ratio to average net assets(3) 2.00%(4)
- ----------------------------------------------------------------------------------
Ratio of net income (loss) to average net
assets (0.82)%(4)
- ----------------------------------------------------------------------------------
Gross expense ratio to average net assets 2.46(4)
- ----------------------------------------------------------------------------------
Portfolio turnover rate 262%
- ----------------------------------------------------------------------------------
</TABLE>
1. Commencement of investment operations.
2. Total return 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.
BERGER MID CAP VALUE FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
FOR THE PERIOD
FROM AUGUST 12, 1998(1)
TO SEPTEMBER 30, 1998
- ----------------------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $10.00
- ----------------------------------------------------------------------------------
From investment operations
Net investment income (loss) 0.03
- ----------------------------------------------------------------------------------
Net realized and unrealized gains
(losses) on investments and foreign
currency transactions (0.70)
- ----------------------------------------------------------------------------------
Total from investment operations (0.67)
- ----------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) --
- ----------------------------------------------------------------------------------
Distributions (from capital gains) --
- ----------------------------------------------------------------------------------
Total dividends and distributions --
- ----------------------------------------------------------------------------------
Net asset value, end of period $9.33
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Return(2) (6.70)%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Ratios/Supplemental Data:
- ----------------------------------------------------------------------------------
Net assets, end of period (in thousands) $19,710
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Ratio of net income (loss) to average net
assets 2.30%(3)
- ----------------------------------------------------------------------------------
Gross expense ratio to average net assets 1.68%(3)
- ----------------------------------------------------------------------------------
Portfolio turnover rate 25%
- ----------------------------------------------------------------------------------
</TABLE>
1. Commencement of investment operations.
2. Total return not annualized for periods of less than one full year.
3. Annualized.
38
<PAGE>
FINANCIAL HIGHLIGHTS
FOR THE BERGER
FUNDS FAMILY
BERGER 100 FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
Years Ended September 30,
----------------------------------------------------------------------
1998 1997(1) 1996(1) 1995(1) 1994(1,2)
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $21.51 $19.64 $18.89 $15.96 $16.54
- ----------------------------------------------------------------------------------------------------------------------------
From investment operations
Net investment income (loss) -- (0.09) (0.08) (0.04) (0.12)
- ----------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
on investments and foreign currency
transactions (2.57) 4.73 1.76 2.97 (0.46)
- ----------------------------------------------------------------------------------------------------------------------------
Total from investment operations (2.57) 4.64 1.68 2.93 (0.58)
- ----------------------------------------------------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) -- -- -- -- --
- ----------------------------------------------------------------------------------------------------------------------------
Distributions (from capital gains) (6.95) (2.77) (0.93) -- --
- ----------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (6.95) (2.77) (0.93) -- --
- ----------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $11.99 $21.51 $19.64 $18.89 $15.96
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Total Return (16.08)% 26.50% 9.36% 18.36% (3.51)%
- ----------------------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
- ----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $1,286,828 $1,889,048 $2,012,706 $2,205,678 $2,228,743
- ----------------------------------------------------------------------------------------------------------------------------
Net expense ratio to average net assets(3) 1.38% 1.41% 1.42% 1.49% 1.70%
- ----------------------------------------------------------------------------------------------------------------------------
Ratio of net income (loss) to average net
assets (0.38)% (0.40)% (0.43)% (0.28)% (0.74)%
- ----------------------------------------------------------------------------------------------------------------------------
Gross expense ratio to average net assets 1.38% 1.41% 1.42% 1.49% 1.95%
- ----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 280% 200% 122% 114% 64%
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. Per share calculations for the period were based on average shares
outstanding.
2. Other independent accountants audited this information.
3. Net expenses represent gross expenses reduced by fees waived by the Advisor.
BERGER/BIAM INTERNATIONAL FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
YEAR ENDED
SEPTEMBER 30, PERIOD FROM NOVEMBER 7, 1996(1)
1998 TO SEPTEMBER 30, 1997
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net asset value, beginning of period $ 11.46 $ 10.00
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
From investment operations
Net investment income (loss) 0.74 0.05
- ---------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
on investments and foreign currency
transactions (1.70) 1.41
- ---------------------------------------------------------------------------------------------------------------
Total from investment operations (0.96) 1.46
- ---------------------------------------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) (0.06) --
- ---------------------------------------------------------------------------------------------------------------
Distributions (in excess of capital gains) (0.38) --
- ---------------------------------------------------------------------------------------------------------------
Total dividends and distributions (0.44) --
- ---------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 10.06 $ 11.46
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Total Return(2) (8.46)% 14.60%
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
- ---------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $16,515 $18,673
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Net expense ratio to average net assets(3,4) 1.80% 1.90%(5)
- ---------------------------------------------------------------------------------------------------------------
Ratio of net income (loss) to average net
assets 2.20% 0.61%(5)
- ---------------------------------------------------------------------------------------------------------------
Gross expense ratio to average net assets(4) 1.83% 1.99%(5)
- ---------------------------------------------------------------------------------------------------------------
Portfolio turnover rate(6) 17% 17%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
1. Commencement of investment operations.
2. Total return not annualized for periods of less than one full year.
3. Net expenses represent gross expenses reduced by fees waived by the Advisor.
4. Reflects the Fund's expenses plus the Fund's pro rata share of the
Portfolio's expenses.
5. Annualized.
6. Represents the portfolio turnover rate of the Portfolio. All of the
investable assets of the Fund are invested in the Portfolio.
39
<PAGE>
FINANCIAL HIGHLIGHTS
FOR THE BERGER
FUNDS FAMILY
The following table is based on the historical financial statements of the pool
of assets that was, in a practical sense, the predecessor to the Portfolio in
which the Berger/BIAM International Fund is invested. The total return, expense
ratios and per share data on the table have been adjusted to reflect the
increase in Fund operating expenses that was expected to occur when the pool's
assets were transferred to the Portfolio over the pool's actual operating
expenses for each period shown.
The table covers the period from the beginning of the pool through October 11,
1996, when the pool's assets were transferred to the Portfolio. The pool was not
registered with the SEC and was not subject to the investment restrictions
imposed on mutual funds. If the pool had been registered, the pool's financial
results might have been adversely affected.
INTERNATIONAL EQUITY POOL
ADJUSTED SELECTED DATA (UNAUDITED)
For a Share Outstanding Throughout The Periods Presented
<TABLE>
<CAPTION>
PERIOD FROM PERIOD FROM
JANUARY 1, JULY 31,
1996 TO Year Ended December 31, 1989(1) TO
OCTOBER 11, ----------------------------------------------------------------- DECEMBER 31,
1996(2) 1995 1994 1993 1992 1991 1990 1989
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Per Share Data:(3)
Net asset value,
beginning of period $8.94 $7.52 $8.16 $5.98 $5.43 $4.80 $5.00 $4.11
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
From investment
operations
Net investment income
(loss) 0.11 0.12 0.06 0.10 0.08 0.08 0.06 0.02
- --------------------------------------------------------------------------------------------------------------------------------
Net realized and
unrealized gain
(loss) on
investments 0.95 1.30 (0.70) 2.08 0.47 0.55 (0.26) 0.87
- --------------------------------------------------------------------------------------------------------------------------------
Total from investment
operations 1.06 1.42 (0.64) 2.18 0.55 0.63 (0.20) 0.89
- --------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of
period $10.00 $8.94 $7.52 $8.16 $5.98 $5.43 $4.80 $5.00
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
Total Return(3) 11.91% 18.78% (7.80)% 36.38% 10.21% 13.18% (4.11)% 21.80%
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
- --------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period
(in thousands) $4,482 $5,662 $6,215 $5,495 $3,016 $2,364 $1,201 $916
- --------------------------------------------------------------------------------------------------------------------------------
Net expense ratio to
average net
assets(3,4) 1.78%(5) 1.78% 1.78% 1.78% 1.78% 1.78% 1.78% 1.78%(5)
- --------------------------------------------------------------------------------------------------------------------------------
Ratio of net income
(loss) to average net
assets(3) 1.11%(5) 1.03% 0.42% 0.92% 0.78% 1.26% 0.79% (0.47)%(5)
- --------------------------------------------------------------------------------------------------------------------------------
Gross expense ratio to
average net assets(3) 1.83%(5) 1.83% 1.83% 1.83% 1.83% 1.83% 1.83% 1.83%(5)
- --------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 30% 34% 62% 41% 36% 27% 31% 413%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. Commencement of operations of the pool.
2. Commencement of operations of the Portfolio in which the Fund is invested.
3. Adjusted to reflect the increase in expenses expected in operating the Fund,
including the Fund's pro rata share of the Portfolio's expenses. Additionally,
total return is not annualized for periods of less than one full year.
4. Net expenses represent gross expenses less fees that would have been waived
by the Advisor of the Portfolio if the fee waiver in effect for the Portfolio
had been in effect for the pool.
5. Annualized.
40
<PAGE>
FINANCIAL HIGHLIGHTS
FOR THE BERGER
FUNDS FAMILY
BERGER GROWTH AND INCOME FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
Years Ended September 30,
-------------------------------------------------------------------
1998 1997 1996 1995 1994(1)
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of period $16.72 $14.06 $12.89 $11.48 $11.27
- -------------------------------------------------------------------------------------------------------------------------
From investment operations
Net investment income (loss) 0.04 0.14 0.20 0.16 0.12
- -------------------------------------------------------------------------------------------------------------------------
Net realized and unrealized gains (losses)
on investments and foreign currency
transactions (0.30) 4.28 1.17 1.43 0.21
- -------------------------------------------------------------------------------------------------------------------------
Total from investment operations (0.26) 4.42 1.37 1.59 0.33
- -------------------------------------------------------------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) (0.03) (0.13) (0.20) (0.18) (0.12)
- -------------------------------------------------------------------------------------------------------------------------
Dividends (in excess of net investment
income) (0.01) -- -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Distributions (from capital gains) (2.82) (1.63) -- -- --
- -------------------------------------------------------------------------------------------------------------------------
Total dividends and distributions (2.86) (1.76) (0.20) (0.18) (0.12)
- -------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $13.60 $16.72 $14.06 $12.89 $11.48
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Total Return (1.60)% 34.56% 10.66% 14.05% 2.91%
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Ratios/Supplemental Data:
- -------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $301,330 $357,023 $315,538 $354,396 $391,570
- -------------------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------------------
Net expense ratio to average net assets(2) 1.44% 1.51% 1.56% 1.64% 1.81%
- -------------------------------------------------------------------------------------------------------------------------
Ratio of net income (loss) to average net
assets 0.25% 0.87% 1.39% 1.33% 1.19%
- -------------------------------------------------------------------------------------------------------------------------
Gross expense ratio to average net assets 1.44% 1.51% 1.56% 1.64% 2.06%
- -------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 417%(3) 173% 112% 85% 23%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
1. Other independent accountants audited this information.
2. Net expenses represent gross expenses reduced by fees waived by the Advisor.
3. Portfolio turnover was greater than expected during this period due to higher
than normal trading activity undertaken in response to market conditions that
existed at that time.
BERGER BALANCED FUND
For a Share Outstanding Throughout the Periods Presented
<TABLE>
<CAPTION>
YEAR ENDED
SEPTEMBER 30,
1998(1)
- ----------------------------------------------------------------------
<S> <C> <C>
Net asset value, beginning of period $10.00
- ----------------------------------------------------------------------
From investment operations
Net investment income (loss) 0.22
- ----------------------------------------------------------------------
Net realized and unrealized gains (losses)
on investments and foreign currency
transactions 5.17
- ----------------------------------------------------------------------
Total from investment operations 5.39
- ----------------------------------------------------------------------
Less dividends and distributions
Dividends (from net investment income) (0.21)
- ----------------------------------------------------------------------
Distributions (from capital gains) (1.90)
- ----------------------------------------------------------------------
Total dividends and distributions (2.11)
- ----------------------------------------------------------------------
Net asset value, end of period $13.28
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Total Return 56.77%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Ratios/Supplemental Data:
Net assets, end of period (in thousands) $30,721
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Net expense ratio to average net assets(2) 1.50%
- ----------------------------------------------------------------------
Ratio of net income (loss) to average net
assets 1.81%
- ----------------------------------------------------------------------
Gross expense ratio to average net assets 1.57%
- ----------------------------------------------------------------------
Portfolio turnover rate 658%(3)
- ----------------------------------------------------------------------
</TABLE>
1. The Fund had no financial highlights for the one day of operations during the
period ended September 30, 1997.
2. Net expenses represent gross expenses reduced by fees waived by the Advisor.
3. Portfolio turnover was greater than expected during this period due to higher
than normal trading activity undertaken in response to market conditions at a
time when the Fund's assets were still relatively small and before the Fund was
fully invested.
41
<PAGE>
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42
<PAGE>
This page intentionally left blank.
43
<PAGE>
This page intentionally left blank.
44
<PAGE>
<TABLE>
<C> <S> <C> <C> <C>
FOR MORE
INFORMATION
Additional reference, which
information about means that it is
the Funds' considered to be
investments is part of the
available in the prospectus. Investment Company Act File
Funds' semi-annual You can get free Numbers:
and annual reports copies of the Berger Investment Portfolio
to shareholders. annual and Trust 811-8046
The Funds' annual semi-annual Berger New Generation Fund
report contains a reports and the Berger Select Fund
discussion of the SAI, request other You can also Berger Small Company Growth
market conditions information or get obtain copies by Fund
and investment answers to your visiting the SEC's Berger Mid Cap Growth Fund
strategies that questions about Public Reference Berger Mid Cap Value Fund
affected the the Funds by Room in Washington Berger Balanced Fund
Funds' performance writing or calling DC. For Berger Omni Investment
over the past the Funds at: information on the Trust 811-4273
year. The Berger Funds operation of the Berger Small Cap Value Fund
You may wish to P.O. Box 419958 Public Reference -- Investor Shares
read the Statement Kansas City, MO Room, call (800) The One Hundred Fund,
of Additional 64141-6958 SEC-0330. Copies Inc. 811-1382
Information (SAI) (800) 551-5849 of documents may Berger 100 Fund
for more www.bergerfunds.com also be obtained Berger/BIAM Worldwide Funds
information on the Text-only versions by sending your Trust 811-07669
Funds and the of Fund documents request and the Berger/BIAM International
securities they can be viewed appropriate fee to Fund
invest in. online or the SEC's Public Berger One Hundred and One
The SAI is downloaded from Reference Section, Fund, Inc. 811-1383
incorporated into the SEC's web site Washington, DC Berger Growth and Income
[BERGER MOUNTAIN LOGO] this prospectus by at www.sec.gov. 20549-6009. Fund
</TABLE>
<PAGE>
BERGER NEW GENERATION FUND
A SERIES OF BERGER INVESTMENT PORTFOLIO TRUST
BERGER SELECT FUND
A SERIES OF BERGER INVESTMENT PORTFOLIO TRUST
BERGER SMALL COMPANY GROWTH FUND
A SERIES OF BERGER INVESTMENT PORTFOLIO TRUST
BERGER SMALL CAP VALUE FUND - INVESTOR SHARES
A SERIES OF BERGER OMNI INVESTMENT TRUST
BERGER MID CAP GROWTH FUND
A SERIES OF BERGER INVESTMENT PORTFOLIO TRUST
BERGER MID CAP VALUE FUND
A SERIES OF BERGER INVESTMENT PORTFOLIO TRUST
BERGER 100 FUND
BERGER/BIAM INTERNATIONAL FUND
A SERIES OF BERGER/BIAM WORLDWIDE FUNDS TRUST
BERGER GROWTH AND INCOME FUND
BERGER BALANCED FUND
A SERIES OF BERGER INVESTMENT PORTFOLIO TRUST
STATEMENT OF ADDITIONAL INFORMATION
SHAREHOLDER SERVICES: 1-800-551-5849
This Statement of Additional Information ("SAI") is not a prospectus.
It relates to the Prospectus for the Berger Funds listed above (the "Funds"),
dated January 31, 1999, as it may be amended or supplemented from time to time,
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 all "no-load" mutual funds, meaning that a buyer pays no
commissions or sales charge 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 may have different
investment objectives and different investment emphases.
The financial statements of each of the Funds for the fiscal year
ended September 30, 1998, and the related Report of Independent Accountants on
those statements, are incorporated into this SAI by reference from the Funds'
1998 Annual Report to Shareholders dated September 30, 1998. A copy of that
Annual Report is available, without charge, upon request, by calling
1-800-333-1001.
DATED JANUARY 31, 1999
<PAGE>
TABLE OF CONTENTS
&
CROSS-REFERENCES TO PROSPECTUS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Section Page Cross-references to
No. Related Disclosures
In Prospectus
- --------------------------------------------------------------------------------
<S> <C> <C>
Introduction 1 Table of Contents
- --------------------------------------------------------------------------------
1. Portfolio Policies of the Funds 1 Berger Funds;
Investment Techniques,
Securities and the Associated
Risks
- --------------------------------------------------------------------------------
2. Investment Restrictions 15 Berger Funds;
Investment Techniques,
Securities and the Associated
Risks
- --------------------------------------------------------------------------------
3. Management of the Funds 22 Organization of the Berger
Funds Family
- --------------------------------------------------------------------------------
4. Investment Advisor 27 Organization of the Berger
Funds Family
- --------------------------------------------------------------------------------
5. Expenses of the Funds 33 Berger Funds;
Organization of the Berger
Funds Family; Financial
Highlights for the Berger Funds
Family
- --------------------------------------------------------------------------------
6. Brokerage Policy 41 Organization of the Berger
Funds Family
- --------------------------------------------------------------------------------
7. How to Purchase Shares in the Funds 45 Buying Shares; Exchanging
Shares
- --------------------------------------------------------------------------------
8. How the Net Asset Value is 45 Your Share Price
Determined
- --------------------------------------------------------------------------------
9. Income Dividends, Capital Gains 46 Distributions and Taxes
Distributions and Tax Treatment
- --------------------------------------------------------------------------------
10. Suspension of Redemption Rights 48 Other Information About Your
Account
- --------------------------------------------------------------------------------
11. Tax-Sheltered Retirement Plans 48 Tax-Sheltered Retirement Plans
- --------------------------------------------------------------------------------
12. Special Purchase and Exchange Plans 51 Exchanging Shares
- --------------------------------------------------------------------------------
13. Performance Information 52 Financial Highlights for the
Berger Funds Family
- --------------------------------------------------------------------------------
14. Additional Information 55 Organization of the Berger
Funds Family; Special Fund
Structures
- --------------------------------------------------------------------------------
Financial Statements 61 Financial Highlights
- --------------------------------------------------------------------------------
</TABLE>
-i-
<PAGE>
INTRODUCTION
The Funds described in this SAI are all mutual funds, or open-end,
management investment companies. All of the Funds are diversified funds, except
the Berger Select Fund. See below under "Non-Diversification" in Section 1 for
further information concerning the Berger Select Fund. Although each Fund is
offering only its own shares and is not participating in the sale of the shares
of the other Funds, it is possible that a Fund might become liable for any
misstatement, inaccuracy or incomplete disclosure in the Prospectus or SAI
concerning the other Funds.
1. INVESTMENT STRATEGIES AND RISKS OF THE FUNDS
The Prospectus describes the investment objective of each of the Funds
and the principal investment policies and strategies used to achieve that
objective. It also describes the principal risks of investing in each Fund.
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. For the Berger/BIAM
International Fund, the term "Fund" in this Section 1 should be read to mean the
Berger/BIAM International Portfolio (the "Portfolio"), in which all the
investable assets of the Fund are invested.
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, any 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. None 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 directors or trustees of the Fund, in consultation with the Fund's advisor
or sub-advisor, will determine what action, if any, is appropriate in light of
all relevant circumstances. For a further discussion of debt security ratings,
see Appendix A to this SAI.
Interest rate risk refers to the fact that the value of fixed-income
securities (like debt securities) generally fluctuates in response to changes in
interest rates. A decrease in interest rates
-1-
<PAGE>
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.
Certain debt securities can also present prepayment risk. For
example, a security may contain redemption and call provisions. If an issuer
exercises these provisions when interest rates are declining, the Fund could
sustain investment losses as well as have to reinvest the proceeds from the
security at lower interest rates, resulting in a decreased return for the Fund.
CONVERTIBLE SECURITIES. The Funds may also purchase debt or equity
securities which are convertible into common stock when the Fund's advisor or
sub-advisor believes they offer the potential for a higher total return than
nonconvertible securities. While fixed-income securities generally have a
priority claim on a corporation's assets over that of common stock, some of the
convertible securities which the 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 or sub-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 directors or trustees of the Fund, in
consultation with the Fund's advisor or sub-advisor, will determine what action,
if any, is appropriate in light of all relevant circumstances. For a further
discussion of debt security ratings, see Appendix A to this SAI. Convertible
securities will be included in the 25% of total assets the Berger Balanced Fund
will keep in fixed-income senior securities. However, only that portion of
their value attributable to their fixed-income characteristics will be used in
calculating the 25%.
ZEROS/STRIPS. Certain 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.
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.
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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.
INITIAL PUBLIC OFFERINGS. The Funds may invest in a company's
securities at the time the company first offers securities to the public, that
is, at the time of the company's initial public offering or IPO. Although
companies can be any age or size at the time of their IPOs, they are often
smaller and have a limited operating history, which involve a greater potential
for the value of their securities to be impaired following the IPO. See
"Securities of Smaller Companies" and "Securities of Companies with Limited
Operating Histories" above. In addition, market psychology prevailing at the
time of an IPO can have a substantial and unpredictable effect on the price of
an IPO security, causing the price of a company's securities to be particularly
volatile at the time of its IPO and for a period thereafter. As a result, a
Fund's advisor or sub-advisor might decide to sell an IPO security more quickly
than it would otherwise, which may result in a significant gain or loss to the
Fund.
The advisor's or sub-advisor's IPO trade allocation procedures govern which
Funds and other advised accounts participate in the allocation of any IPO. See
the heading "Trade Allocations" under Section 4 below. Under the IPO allocation
procedures of Berger Associates, a Fund generally will not participate in an IPO
if the securities available for allocation to the Fund are insignificant
relative to the Fund's net assets. As a result, any Fund or account whose
assets are very large (such as the Berger 100 Fund) is not likely to participate
in the allocation of many or any IPOs.
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, 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
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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 any 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 companies considered Passive Foreign Investment
Companies (PFICs) under U.S. tax laws. For certain types of PFICs, in addition
to bearing their proportionate share of 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 (except the
Berger Small Cap Value Fund) is authorized to invest in securities which are
illiquid or not readily marketable because they are subject to restrictions on
their resale ("restricted securities") or because, based upon their nature or
the market for such securities, no ready market is available. The Berger Small
Cap Value Fund is authorized to invest in illiquid securities, but not in
restricted securities. However, none of the Funds will purchase any such
security, the purchase of which would cause the Fund to invest more than 15%
(10% in the case of the Berger Small Cap Value Fund) 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% (10% in the case of the Berger Small Cap Value Fund) of a Fund's net
assets to be invested in illiquid securities, the directors or 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 directors or trustees, a Fund's advisor or sub-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
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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 directors or 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. None of the Funds will enter into a repurchase agreement maturing
in more than seven days if as a result more than 15% of the Fund's total assets
would be invested in such repurchase agreements and other illiquid securities.
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 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, none
of the Funds currently intends to purchase or sell securities on a when-issued
or delayed delivery basis, if as a result more than 5% of its total assets taken
at market value at the time of purchase would be invested in such securities.
When-issued or delayed delivery transactions arise when securities (normally,
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
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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. Certain Funds 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 the transaction. None 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 (other than the Berger Small Cap Value Fund
and the Berger/BIAM International 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"). The Berger Small
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Cap Value Fund and the Berger/BIAM International Fund are not permitted to
engage in short sales at all.
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.
In the past, 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, federal tax legislation has
since eliminated the ability to defer recognition of gain or loss in short sales
against the box and accordingly, it is not anticipated that any 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." Special situations are companies that have recently experienced or
are anticipated to experience a significant change in structure, management,
products or services which may significantly affect the value of their
securities. Examples of special situations are companies being reorganized or
merged, companies emerging from bankruptcy, companies introducing unusual new
products or which enjoy particular tax advantages. Other examples are companies
experiencing changes in senior management, extraordinary corporate events,
significant changes in cost or capital structure or which are believed to be
probable takeover candidates. The opportunity to invest in special situations,
however, is limited and depends in part on the market's assessment of these
companies and their circumstances. By its nature, a "special situation" company
involves to some degree a break with the company's past experience. This
creates greater uncertainty and potential risk of loss than if the company were
operating according to long-established patterns. In addition, stocks of
companies in special situations may decline or not appreciate as expected if an
anticipated change or development does not occur or is not assessed by the
market as favorably as expected.
HEDGING TRANSACTIONS. 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 directors or trustees from time to time. In addition, none of the Funds is
required to hedge. Decisions regarding hedging are subject to the advisor's or
sub-advisor's judgment of the cost of the hedge, its potential effectiveness and
other factors the advisor or sub-advisor considers pertinent.
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
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for hedging purposes only, and only if the aggregate amount of its obligations
under these contracts does not exceed the total market value of the assets the
Fund is attempting to hedge, such as a portion or all of its exposure to equity
securities 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 the Berger New Generation Fund, the Berger Select Fund, the
Berger Small Company Growth Fund, the Berger Mid Cap Growth Fund, the Berger Mid
Cap Value Fund, the Berger 100 Fund, the Berger Growth and Income Fund and the
Berger Balanced 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, those Funds may only write call options that are covered
and only up to 25% of the Fund's total assets.
Currently, the Berger/BIAM International Fund is authorized to utilize
only forward contracts for hedging purposes and is not permitted to utilize
futures or options. Consequently, the following additional information should
be read as applicable to that Fund only to the extent it discusses forwards. If
the trustees ever authorize that Fund to utilize futures or options, such
investments would be permitted solely for hedging purposes, and the Fund would
not be permitted to invest more than 5% of its net assets at the time of
purchase in initial margins for financial futures transactions and premiums for
options. In addition, the Fund's advisor or sub-advisor may be required to
obtain bank regulatory approval before that Fund engages in futures and options
transactions.
Currently, the Berger Small Cap Value Fund is authorized to utilize
only options for hedging purposes and is not permitted to utilize futures or
forwards. Consequently, the following additional information should be read as
applicable to that Fund only to the extent it discusses options. If the
trustees ever authorize that Fund to utilize futures or forwards, such
investments would be permitted solely for hedging purposes, and the Fund would
not be permitted to invest more than 5% of its net assets at the time of
purchase in initial margins for financial futures transactions and premiums for
options.
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
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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.
Certain 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 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.
Where applicable, 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
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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 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
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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.
OPTIONS ON FUTURES CONTRACTS. Certain 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
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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 authorized to utilize forward
contracts 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 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
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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 utilizing forward contracts 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. Certain 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 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
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closing purchase transaction after being notified of the exercise of an option.
An investor who is the holder of an exchange-traded option may liquidate its
position by effecting a "closing sale transaction." This is accomplished by
selling an option of the same series as the option previously bought. There is
no guarantee that either a closing purchase or a closing sale transaction can be
effected.
A Fund will realize a profit from a closing transaction if the price
of the purchase transaction is less than the premium received from writing the
option or the price received from a sale transaction is more than the premium
paid to buy the option; the Fund will realize a loss from a closing transaction
if the price of the purchase transaction is more than the premium received from
writing the option or the price received from a sale transaction is less than
the premium paid to buy the option. Because increases in the market price of a
call option will generally reflect increases in the market price of the
underlying security, any loss resulting from the repurchase of a call option is
likely to be offset in whole or in part by appreciation of the underlying
security owned by the Fund.
An option position may be closed out only where there exists a
secondary market for an option of the same series. If a secondary market does
not exist, it might not be possible to effect closing transactions in particular
options with the result that a Fund would have to exercise the options in order
to realize any profit. If a Fund is unable to effect a closing purchase
transaction in a secondary market, it will not be able to sell the underlying
security until the option expires or the Fund delivers the underlying security
upon exercise. Reasons for the absence of a liquid secondary market may include
the following: (i) there may be insufficient trading interest in certain
options, (ii) restrictions may be imposed by a national securities exchange on
which the option is traded ("Exchange") on opening or closing transactions or
both, (iii) trading halts, suspensions or other restrictions may be imposed with
respect to particular classes or series of options or underlying securities,
(iv) unusual or unforeseen circumstances may interrupt normal operations on an
Exchange, (v) the facilities of an Exchange or of the Options Clearing
Corporation ("OCC") may not at all times be adequate to handle current trading
volume, or (vi) one or more Exchanges could, 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
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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.
MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. The Berger Balanced Fund
may invest in certain mortgage-backed and asset-backed securities.
Mortgage-backed securities are securities that directly or indirectly represent
a participation in, or are secured by and payable from, mortgage loans secured
by real property. Asset-backed securities are similar, except that they are
backed by assets other than mortgages, such as motor vehicle installment sales
contracts, installment loan contracts, leases of various types of real and
personal property and receivables from revolving credit agreements (credit
cards).
The primary risk of any mortgage-backed or asset-backed security is
the uncertainty of the timing of cash flows from the assets underlying the
securities. See the subheading "Special Risks of Mortgage-Backed Securities"
below for more information about prepayment and extension risks. Also, see the
subheading "Asset-Backed Securities" below for more information about
asset-backed securities.
There are currently three basic types of mortgage-backed securities:
(i) those issued or guaranteed by the United States Government or one of its
agencies or instrumentalities, such as the Government National Mortgage
Association (GNMA), the Federal National Mortgage Association (FNMA) and the
Federal Home Loan Mortgage Corporation (FHLMC); (ii) those issued by private
issuers that represent an interest in or are collateralized by mortgage-backed
securities issued or guaranteed by the United States Government or one of its
agencies or instrumentalities; and (iii) those issued by private issuers that
represent an interest in or are collateralized by whole mortgage loans or
mortgage-backed securities without a government guarantee but usually having
some form of private credit enhancement.
U.S. GOVERNMENT MORTGAGE-BACKED SECURITIES. The Fund may invest in
mortgage-backed securities issued or guaranteed by GNMA, FNMA and FHLMC. GNMA
certificates are backed by the "full faith and credit" of the United States.
FNMA and FHLMC certificates are not backed by the full faith and credit of the
United States, but the issuing agency or instrumentality has the right to
borrow, to meet its obligations, from an existing line of credit with the U.S.
Treasury. The U.S. Treasury has no legal obligation to provide such line of
credit and may choose not to do so. Each of GNMA, FNMA and FHLMC guarantee
timely distribution of interest to certificate holders. GNMA and FNMA also
guarantee timely distribution of scheduled principal payments. FHLMC generally
guarantees only the ultimate collection of principal of the underlying mortgage
loans.
COLLATERALIZED MORTGAGE OBLIGATIONS AND MULTICLASS PASS-THROUGH
SECURITIES. The Berger Balanced Fund may also invest in collateralized mortgage
obligations (CMOs). CMOs are debt obligations collateralized by mortgage loans
or mortgage pass-through securities. Typically, CMOs are collateralized by
GNMA, FNMA or FHLMC certificates, but also may be collateralized by whole loans
or private mortgage pass-through securities (such collateral is referred to in
this section as
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Mortgage Assets). Multiclass pass-through securities are equity interests in a
trust composed of Mortgage Assets. Payments of principal of and interest on the
Mortgage Assets, and any reinvestment income thereon, provide the funds to pay
debt service on the CMOs or make scheduled distributions on the multiclass
pass-through securities. CMOs may be issued by agencies or instrumentalities of
the U. S. Government, or by private originators of, or investors in, mortgage
loans, including savings and loan associations, mortgage banks, commercial
banks, investment banks and special purpose subsidiaries of the foregoing. The
Fund may invest in CMOs issued by private entities only if the CMOs are rated at
least investment grade (at least BBB by S&P or Baa by Moody's) or, if unrated,
are determined to be of comparable quality.
In a CMO, a series of bonds or certificates is issued in multiple
classes. Each class of CMOs, often referred to as a "tranche," is issued at a
specific fixed or floating coupon rate and has a stated maturity or final
distribution date. Interest is paid or accrues on all classes of the CMOs on a
monthly, quarterly or semiannual basis. Certain CMOs may have variable or
floating interest rates. The principal of and interest on the Mortgage Assets
may be allocated among the several classes of a CMO series in a number of
different ways.
Generally, the purpose of the allocation of the cash flow of a CMO to
the various classes is to obtain a more predictable cash flow to the individual
tranches than exists with the underlying collateral of the CMO. As a general
rule, the more predictable the cash flow is on a CMO tranche, the lower the
anticipated yield will be on that tranche at the time of issuance relative to
prevailing market yields on mortgage-backed securities. As part of the process
of creating more predictable cash flows on most of the tranches in a series of
CMOs, one or more tranches generally must be created that absorb most of the
volatility in the cash flows on the underlying mortgage loans. The yields on
these tranches may be higher than prevailing market yields on mortgage-backed
securities with similar maturities. As a result of the uncertainty of the cash
flows of these tranches, the market prices of and yield on these tranches
generally are more volatile.
The Fund also may invest in parallel pay CMOs and Planned Amortization
Class CMOs (PAC Bonds). Parallel pay CMOs are structured to provide payments of
principal on each payment date to more than one class. These simultaneous
payments are taken into account in calculating the stated maturity date or final
distribution date of each class, which, as with other CMO structures, must be
retired by its stated maturity date or final distribution date but may be
retired earlier. PAC Bonds generally require payments of a specified amount of
principal on each payment date. PAC Bonds always are parallel pay CMOs with the
required principal payment on such securities having the highest priority after
interest has been paid to all classes.
The Fund may not invest in "stripped" mortgage-backed securities
(interest-only securities (IOs) or principal-only securities (POs)) or in
mortgage-backed securities known as "inverse floaters."
ADJUSTABLE RATE MORTGAGES. The Berger Balanced Fund may also invest in
adjustable rate mortgage securities (ARMs), which are pass-through mortgage
securities collateralized by mortgages with adjustable rather than fixed rates.
ARMs, like fixed rate mortgages, have a specified maturity date, and the
principal amount of the mortgage is repaid over the life of the mortgage. Unlike
fixed rate mortgages, the interest rate on ARMs is adjusted at regular intervals
based on a specified, published interest rate "index" such as a Treasury rate
index. The new rate is determined by adding a specific interest amount, the
"margin," to the interest rate of the index. Investment in ARM securities
allows the Fund to participate in changing interest rate levels through regular
adjustments in the coupons of the underlying mortgages, resulting in more
variable current income and lower price volatility than longer-term fixed rate
mortgage securities. ARM securities are a less effective means of locking in
long-term rates than fixed rate mortgages since the income from
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adjustable rate mortgages will increase during periods of rising interest rates
and decline during periods of falling rates.
PRIVATE MORTGAGE PASS-THROUGH SECURITIES. Private mortgage
pass-through securities are structured similarly to the GNMA, FNMA and FHLMC
mortgage pass-through securities and are issued by originators of and investors
in mortgage loans, including depository institutions, mortgage banks, investment
banks and special purpose subsidiaries of the foregoing. These securities
usually are backed by a pool of conventional fixed rate or adjustable rate
mortgage loans. Since private mortgage pass-through securities typically are
not guaranteed by an entity having the credit status of GNMA, FNMA and FHLMC,
these securities generally are structured with one or more types of credit
enhancement to make them more secure, which may be through guarantees, insurance
policies or letters of credit obtained by the issuer or sponsor from third
parties, through various means of structuring the transaction or through a
combination of those approaches. The Fund may invest in private mortgage
pass-through securities only if they are rated AA/Aa (S&P/Moody's) or above.
SPECIAL RISKS OF MORTGAGE-BACKED SECURITIES. Mortgage-backed
securities have certain different characteristics than traditional debt
securities. As a result of the risks associated with these securities, the Fund
could realize a loss by investing in them, regardless of their rating or their
credit enhancement features.
Among the major differences between mortgage-backed securities and
traditional debt securities are that on mortgage-backed securities, interest and
principal payments are made more frequently, usually monthly, and principal may
be prepaid at any time because the underlying mortgage loans or other assets
generally may be prepaid at any time, usually without penalty. Changes in the
rate of prepayments will generally affect the yield to maturity of the security.
Moreover, when the holder of the security attempts to reinvest prepayments of
principal and interest, it may receive a rate of interest which is higher or
lower than the rate on the mortgage-backed securities originally held. To the
extent that mortgage-backed securities are purchased at a premium, mortgage
foreclosures and principal prepayments may result in a loss to the extent of the
premium paid. If such securities are bought at a discount, both scheduled
payments of principal and unscheduled prepayments will increase current and
total returns and will accelerate the recognition of income which, when
distributed to shareholders, will be taxable as ordinary income.
Mortgage-backed securities, like all fixed-income securities,
generally decrease in value as a result of increases in interest rates. In
addition, although generally the value of fixed-income securities increases
during periods of falling interest rates and decreases during periods of rising
interest rates, as a result of prepayments and other factors, this is not always
the case with respect to mortgage-backed securities.
Although the extent of prepayments on a pool of mortgage loans depends
on various economic and other factors, as a general rule, prepayments on fixed
rate mortgage loans will increase during a period of falling interest rates and
decrease during a period of rising interest rates. Accordingly, during a period
of declining rates, the Fund is likely to have greater amounts to reinvest as a
result of prepayments and is likely to have to reinvest those amounts at lower
interest rates than during a period of rising interest rates. Mortgage-backed
securities generally decrease in value as a result of increases in interest
rates and may benefit less than other fixed-income securities from declining
interest rates because of the risk of prepayment.
The Fund may invest in mortgage derivative securities, such as CMOs,
the average life of which is determined using mathematical models that
incorporate prepayment assumptions and other factors that involve estimates of
future economic and market conditions. These estimates may vary from actual
future results, particularly during periods of extreme market volatility. In
addition, under certain market conditions, the average weighted life of mortgage
derivative securities may not
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accurately reflect the price volatility of such securities. For example, in
periods of supply and demand imbalances in the market for such securities and/or
in periods of sharp interest rate movements, the prices of mortgage derivative
securities may fluctuate to a greater extent than would be expected from
interest rate movements alone.
The Fund's investments in mortgage derivative securities also subject
the Fund to extension risk. Extension risk is the possibility that rising
interest rates may cause prepayments to occur at a slower than expected rate.
This particular risk may effectively change a security which was considered
short or intermediate-term at the time of purchase into a long-term security.
Long-term securities generally fluctuate more widely in response to changes in
interest rates than short or intermediate-term securities.
In addition, CMOs and other mortgage-backed securities issued by
private entities are not U.S. government securities and are not guaranteed by
any government agency, although the pool of securities underlying a privately
issued mortgage-backed security may be subject to a guarantee. Therefore, if
the collateral securing a privately issued mortgage-backed security held by the
Fund, in addition to any third party credit support or guarantees, is
insufficient to make payment, the Fund could sustain a loss on its investment in
that security. However, as stated above, the Fund will invest in CMOs and other
mortgage-backed securities issued by private entities only if they are rated
AA/Aa (S&P/Moody's) or above.
ASSET-BACKED SECURITIES. The Berger Balanced Fund may also invest in
asset-backed securities. Asset-backed securities are securities that represent
direct or indirect participation in, or are secured by and payable from, assets
other than mortgage-backed assets, such as motor vehicle installment sales
contracts, installment loan contracts, leases of various types of real and
personal property and receivables from revolving credit agreements (credit
cards). Asset-backed securities have yield characteristics similar to those of
mortgage-backed securities and are subject to many of the same risks. See the
subheading "Special Risks of Mortgage-Backed Securities" above for a discussion
of those risks. In addition, asset-backed securities involve certain risks that
are not posed by mortgage-backed securities, since asset-backed securities do
not usually contain the complete benefit of a security interest in the related
collateral. For example, credit card receivables generally are unsecured and
the debtors are entitled to the protection of a number of state and federal
consumer credit laws, including the bankruptcy laws, some of which may reduce
the ability to obtain full payment. In the case of automobile receivables, due
to various legal and economic factors, proceeds for repossessed collateral may
not always be sufficient to support payments on these securities.
New instruments and variations of existing mortgage-backed securities
and asset-backed securities continue to be developed. The Fund may invest in
any such instruments or variations as may be developed, to the extent consistent
with its investment objective and policies and applicable legal requirements.
TEMPORARY DEFENSIVE MEASURES. Each of the Funds (except the
Berger/BIAM International Fund) may increase its investment in government
securities, and other short-term, interest-bearing securities without regard to
the Fund's otherwise applicable percentage limits, policies or its normal
investment emphasis, when its advisor or sub-advisor believes market conditions
warrant a temporary defensive position. Taking larger positions in such
short-term investments may serve as a means of preserving capital in unfavorable
market conditions. When in a defensive position, a Fund could miss the
opportunity to participate in any stock or bond market advances that occur
during those periods, which the Fund might have been able to participate in if
it had remained more fully invested.
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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 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 portfolio turnover rates of each of the Funds
are shown in the Financial Highlights tables included in the Prospectus. The
annual portfolio turnover rates of some of the Funds at times have exceeded
100%. A 100% annual turnover rate results, for example, if the equivalent of
all of the securities in the Fund's portfolio are replaced in a period of one
year. The Funds anticipate that their portfolio turnover rates in future years
may exceed 100%, and investment changes will be made whenever management deems
them appropriate even if this results in a higher portfolio turnover rate. In
addition, portfolio turnover for all 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.
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
As indicated in the Prospectus, the investment objective of each of
the Funds is as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FUND INVESTMENT OBJECTIVE
<S> <C>
- --------------------------------------------------------------------------------
Berger New Generation Fund capital appreciation
- --------------------------------------------------------------------------------
Berger Select Fund capital appreciation
- --------------------------------------------------------------------------------
Berger Small Company Growth Fund capital appreciation
- --------------------------------------------------------------------------------
Berger Small Cap Value Fund capital appreciation
- --------------------------------------------------------------------------------
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- --------------------------------------------------------------------------------
Berger Mid Cap Growth Fund capital appreciation
- --------------------------------------------------------------------------------
Berger Mid Cap Value Fund capital appreciation
- --------------------------------------------------------------------------------
Berger 100 Fund long-term capital appreciation
- --------------------------------------------------------------------------------
Berger/BIAM International Fund long-term capital appreciation
- --------------------------------------------------------------------------------
Berger Growth and Income Fund primary investment objective:
capital appreciation
secondary investment objective:
moderate level of current income
- --------------------------------------------------------------------------------
Berger Balanced Fund capital appreciation and
current income
- --------------------------------------------------------------------------------
</TABLE>
The investment objective of the Berger New Generation Fund, the Berger
Select Fund, the Berger Small Company Growth Fund, the Berger Small Cap Value
Fund, the Berger Mid Cap Growth Fund, the Berger Mid Cap Value Fund, the Berger
100 Fund, the Berger/BIAM International Fund and the Berger Balanced Fund, and
the primary investment objective of the Berger Growth and Income Fund, are
considered fundamental, meaning that they cannot be changed without a
shareholders' vote. The secondary investment objective of the Berger Growth and
Income Fund is not considered fundamental, and therefore may be changed in the
future by action of the directors without shareholder vote. However, the Berger
Growth and Income Fund will not change its secondary investment objective
without giving its shareholders such notice as may be required by law. If the
Berger Growth and Income Fund changes its secondary investment objective,
shareholders should consider whether the Fund remains an appropriate investment
in light of their then current financial position and needs. There can be no
assurance that any of the Funds' investment objectives will be realized.
Each Fund has also adopted certain investment policies, strategies,
guidelines and procedures in pursuing its objective. These may be changed
without a shareholder vote. The principal policies and strategies used by the
Funds are described in the Prospectus.
In addition, each Fund has adopted certain fundamental and
non-fundamental restrictions on its investments and other activities, which are
listed below. Fundamental restrictions may not be changed without the approval
of (i) 67% or more of the voting securities of the Fund present at a meeting of
shareholders thereof if the holders of more than 50% of the outstanding voting
securities are present or represented by proxy, or (ii) more than 50% of the
outstanding voting securities of the Fund. Non-fundamental restrictions may be
changed in the future by action of the directors or trustees without shareholder
vote.
BERGER NEW GENERATION FUND, BERGER SELECT FUND, BERGER SMALL COMPANY GROWTH
FUND-Registered Trademark-, BERGER MID CAP GROWTH FUND, THE BERGER MID CAP VALUE
FUND AND BERGER BALANCED FUND
Except as noted, the following fundamental restrictions apply to each
of the Berger New Generation Fund, the Berger Select Fund, the Berger Small
Company Growth Fund, the Berger Mid Cap Growth Fund, the Berger Mid Cap Value
Fund and the Berger Balanced Fund. The Fund may not:
1. ( Does not apply to the Berger Select Fund) With respect to 75%
of the Fund's total assets, purchase the securities of any one issuer (except
U.S. government securities) if
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immediately after and as a result of such purchase (a) the value of the holdings
of the Fund in the securities of such issuer exceeds 5% of the value of the
Fund's total assets or (b) the Fund owns more than 10% of the outstanding voting
securities of such issuer.
2. Invest in any one industry (other than U.S. government
securities) 25% or more (more than 25%, in the case of the Berger Small Company
Growth Fund) 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. Further, in
implementing that restriction, the Berger Small Company Growth Fund intends not
to invest in any one industry 25% or more of the value of its total assets at
the time of such investment.
The trustees have adopted additional non-fundamental investment
restrictions for the Berger New Generation Fund, the Berger Select Fund, the
Berger Small Company Growth Fund, the Berger Mid Cap Growth Fund, the Berger Mid
Cap Value Fund and the Berger Balanced 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).
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<PAGE>
3. The Fund may not invest in companies for the purposes of
exercising control of management.
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.
BERGER SMALL CAP VALUE FUND
The following fundamental restrictions apply to the Berger Small Cap
Value Fund. The Fund may not:
1. Issue senior securities as defined in the Investment Company Act
of 1940.
2. Invest in companies for the purpose of acquiring control or
management thereof.
3. Invest or hold securities of any issuer if the officers and
trustees of the Fund and its advisor own individually more than one-half (1/2)
of 1% of the securities of such issuer or together own more than 5% of the
securities of such issuer.
4. Invest in other investment companies, except in connection with a
plan of merger, consolidation, reorganization or acquisition of assets, or in
the open market involving no commission or profit to a sponsor or dealer (other
than a customary broker's commission).
5. Participate on a joint or joint and several basis in any trading
account in securities.
6. Purchase securities of any company with a record of less than
three (3) years continuous operation (including that of predecessors) if such
purchase would cause the cost of the Fund's investments in all such companies to
exceed 5% of the Fund's total assets.
7. Invest in securities (except those of the U.S. government or its
agencies) of any issuer if immediately thereafter the Fund would then own more
than 10% of that issuer's voting securities.
8. Loan cash or portfolio securities, except in connection with the
acquisition of debt securities which the Fund's investment policies and
restrictions permit it to purchase.
9. Borrow money in excess of 5% of the value of its assets and,
then, only as a temporary measure for extraordinary or emergency purposes.
-22-
<PAGE>
10. Pledge, mortgage or hypothecate any of its assets to secure a
debt.
11. Purchase or sell real estate or any other interests in real
estate (including real estate limited partnership interests).
12. Purchase securities on margin or sell short.
13. Invest in commodities or commodity contracts.
14. Act as an underwriter of securities of other issuers or invest in
portfolio securities which the Fund might not be free to sell to the public
without registration of such securities under the Securities Act of 1933
("Restricted Securities").
15. Invest more than 10% of the value of its net assets in illiquid
securities, including Restricted Securities, securities which are not readily
marketable, repurchase agreements maturing in more than seven (7) days, written
over-the-counter ("OTC") options and securities used as cover for written OTC
options.
16. Invest in oil, gas or mineral leases.
17. Invest more than 5% of the value of its net assets in warrants or
more than 2% of its net assets in warrants that are not listed on the New York
Stock Exchange, the American Stock Exchange, or the NASDAQ National Market
System.
18. Invest more than 25% of the value of its assets, at the time of
purchase, in securities of companies principally engaged in a particular
industry, although the Fund may as a temporary defensive measure invest up to
100% of its total assets in obligations issued or guaranteed by the U.S.
government or its agencies.
19. With respect to 75% of the Fund's total assets, purchase the
securities of any one issuer (except U.S. government securities) if immediately
after and as a result of such purchase (a) the value of the holdings of the Fund
in the securities of such issuer exceeds 5% of the value of the Fund's total
assets or (b) the Fund owns more than 10% of the outstanding voting securities
of such issuer.
In applying the Fund's industry concentration restriction (number (18)
above), the Fund uses the industry groups used in the Data Monitor Portfolio
Monitoring System of William O'Neil & Co. Incorporated.
The trustees have adopted additional non-fundamental investment
restrictions for the Berger Small Cap Value Fund. These limitations may be
changed by the trustees without a shareholder vote. The non-fundamental
investment restrictions include the following:
1. Only for the purpose of hedging, the Fund may purchase and sell
put and call options, but no more than 5% of the Fund's net assets at the time
of purchase may be invested in premiums for options. The Fund may only write
call options that are covered and only up to 10% of the Fund's net assets.
2. The Fund may not purchase or sell securities on a when-issued or
delayed delivery basis, if as a result more than 5% of its total assets taken at
market value at the time of purchase would be invested in such securities.
Investment restrictions that involve a maximum percentage of
securities or assets will not be considered to be violated unless an excess over
the percentage occurs immediately after,
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<PAGE>
and is caused by, an acquisition or encumbrance of securities or assets of the
Berger Small Cap Value Fund.
BERGER 100 FUND-Registered Trademark- AND BERGER GROWTH AND INCOME FUND
The following fundamental restrictions apply to each of the Berger 100
Fund and the Berger Growth and Income Fund. The Fund may not:
1. Purchase the securities of any one issuer (except U.S. Government
securities) if immediately after and as a result of such purchase (a) the value
of the holdings of the Fund in the securities of such issuer exceeds 5% of the
value of the Fund's total assets or (b) the Fund owns more than 10% of the
outstanding voting securities or of any class of securities of such issuer.
2. Purchase securities of any company with a record of less than
three years' continuous operation (including that of predecessors) if such
purchase would cause the Fund's investments in all such companies taken at cost
to exceed 5% of the value of the Fund's total assets.
3. Invest in any one industry more than 25% of the value of its
total assets at the time of such investment.
4. Make loans, except that the Fund may enter into repurchase
agreements in accordance with the Fund's investment policies. The Fund does
not, for this purpose, consider the purchase of all or a portion of an issue of
publicly distributed bonds, bank loan participation agreements, bank
certificates of deposit, bankers' acceptances, debentures or other securities,
whether or not the purchase is made upon the original issuance of the
securities, to be the making of a loan.
5. Borrow in excess of 5% of the value of its total assets, or
pledge, mortgage, or hypothecate its assets taken at market value to an extent
greater than 10% of the Fund's total assets taken at cost (and no borrowing may
be undertaken except from banks as a temporary measure for extraordinary or
emergency purposes). This limitation shall not prohibit or restrict short sales
or deposits of assets to margin or guarantee positions in futures, options or
forward contracts, or the segregation of assets in connection with any of such
transactions.
6. Purchase or retain the securities of any issuer if those officers
and directors of the Fund or its investment advisor owning individually more
than 1/2 of 1% of the securities of such issuer together own more than 5% of the
securities of such issuer.
7. Purchase the securities of any other investment company, except
by purchase in the open market involving no commission or profit to a sponsor or
dealer (other than the customary broker's commission).
8. Act as a securities underwriter (except to the extent the Fund
may be deemed an underwriter under the Securities Act of 1933 in disposing of a
security) or invest in real estate (although it may purchase shares of a real
estate investment trust), or invest in commodities or commodity contracts
except, only for the purpose of hedging, (i) financial futures transactions,
including futures contracts on securities, securities indices and foreign
currencies, and options on any such futures, (ii) forward foreign currency
exchange contracts and other forward commitments and (iii) securities index put
or call options.
9. Participate on a joint or joint and several basis in any
securities trading account.
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<PAGE>
10. Invest in companies for the purposes of exercising control of
management.
In applying the industry concentration investment restriction (no. 3
above), the Funds use the industry groups used in the Data Monitor Portfolio
Monitoring System of William O'Neil & Co. Incorporated. Further, in
implementing that restriction, each Fund intends not to invest in any one
industry 25% or more of the value of its total assets at the time of such
investment.
The directors have adopted additional non-fundamental investment
restrictions for the Berger 100 Fund and the Berger Growth and Income Fund.
These limitations may be changed by the directors without a shareholder vote.
The non-fundamental investment restrictions include the following:
1. Only for the purpose of hedging, the Fund may purchase and sell
financial futures, forward foreign currency exchange contracts and put and call
options, but no more than 5% of the Fund's net assets at the time of purchase
may be invested in initial margins for financial futures transactions and
premiums for options. The Fund may only write call options that are covered and
only up to 25% of the Fund's total assets.
2. The Fund may not purchase or sell securities on a when-issued or
delayed delivery basis, if as a result more than 5% of its total assets taken at
market value at the time of purchase would be invested in such securities.
3. The Fund may not purchase 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.
4. 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.
BERGER/BIAM INTERNATIONAL FUND
The Fund has adopted the investment policy that it may,
notwithstanding any other fundamental or non-fundamental investment policy or
restriction, invest all of its investable assets in the securities of another
open-end investment company or series thereof with substantially the same
investment objective, policies and limitations as the Fund. This arrangement is
commonly referred to as a master/feeder.
All other fundamental and non-fundamental investment policies and
restrictions of the Berger/BIAM International Fund and the Berger/BIAM
International Portfolio (the "Portfolio") are identical. Therefore, although
the following investment restrictions refer to the Portfolio, they apply equally
to the Fund.
The Portfolio has adopted certain fundamental restrictions on its
investments and other activities, and none of these restrictions may be changed
without the approval of (i) 67% or more of the voting securities of the
Portfolio 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
Portfolio. Whenever the Fund is
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<PAGE>
requested to vote on a change in the investment restrictions of the Portfolio,
the Fund will hold a meeting of its shareholders and will cast its votes as
instructed by the shareholders.
The following fundamental restrictions apply to the Portfolio. The
Portfolio may not:
1. With respect to 75% of the Portfolio'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
Portfolio in the securities of such issuer exceeds 5% of the value of the
Portfolio's total assets or (b) the Portfolio 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 Portfolio'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 Portfolio's
total assets taken at market value. When borrowings exceed 5% of the
Portfolio's total assets, the Portfolio will not purchase portfolio securities.
4. Act as a securities underwriter (except to the extent the
Portfolio 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 Portfolio may enter into repurchase
agreements and may lend portfolio securities in accordance with the Portfolio's
investment policies. The Portfolio does not, for this purpose, consider the
purchase of all or a portion of an issue of publicly distributed bonds, bank
loan participation agreements, bank certificates of deposit, bankers'
acceptances, debentures or other securities, whether or not the purchase is made
upon the original issuance of the securities, to be the making of a loan.
In applying the industry concentration investment restriction (no. 2
above), the Portfolio uses the industry groups designated by the Financial Times
World Index Service.
The trustees have adopted additional non-fundamental investment
restrictions for the Portfolio. These limitations may be changed by the
trustees without a shareholder vote. The non-fundamental investment
restrictions include the following:
1. With respect to 100% of the Portfolio's total assets, the
Portfolio may not 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 Portfolio in the securities of such issuer
exceeds 5% of the value of the Portfolio's total assets or (b) the Portfolio
owns more than 10% of the outstanding voting securities of such issuer.
2. The Portfolio may not purchase securities on margin from a broker
or dealer, except that the Portfolio may obtain such short-term credits as may
be necessary for the clearance of transactions, and may not make short sales of
securities. This limitation shall not prohibit or restrict the Portfolio from
entering into futures, forwards and options contracts or from making margin
payments and other deposits in connection therewith.
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<PAGE>
3. The Portfolio may not purchase the securities of any other
investment company, except by purchase in the open market involving no
commission or profit to a sponsor or dealer (other than the customary broker's
commission).
4. The Portfolio may not invest in companies for the purposes of
exercising control of management.
5. The Portfolio 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 Portfolio, taken at market
value at the time of purchase would be invested in such securities.
6. The Portfolio may not enter into any futures, forwards or
options, except that only for the purpose of hedging, the Portfolio may enter
into forward foreign currency exchange contracts with stated contract values of
up to the value of the Portfolio's assets.
7. The Portfolio may not purchase or sell securities on a
when-issued or delayed delivery basis, if as a result more than 5% of its net
assets taken at market value at the time of purchase would be invested in such
securities.
3. MANAGEMENT OF THE FUNDS
Each Fund is supervised by a board of directors or 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.
The directors or 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, DOB: 1937. 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,
DOB: 1942. 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 Co-Chief
Executive Officer on the Management Committee of BBOI Worldwide LLC since
November 1996. President and a director of West Side Investments, Inc.
(investments), a wholly-owned subsidiary of DST Systems, Inc., since
February 1998. Formerly, a Vice President of DST Systems, Inc. (data
processing) from July 1995 to February 1998; President and Chief Executive
Officer of Investors Fiduciary Trust Company (banking) from February 1992
to March 1995; and
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<PAGE>
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, DOB: 1928.
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,
DOB: 1925. Director and, formerly, President (1974-1994) of Berger 100
Fund and Berger Growth and Income Fund. Trustee of Berger Investment
Portfolio Trust since its inception in August 1993 (Chairman of the
Trustees through November 1994). Trustee of Berger Institutional Products
Trust since its inception in October 1995. 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, DOB: 1925. 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, 672 South Gaylord, Denver, CO 80209, DOB: 1945.
Managing Principal, Sovereign Financial Services, Inc. (investment
consulting firm). Formerly (1981-1988), Executive Vice President, Captiva
Corporation, Denver, Colorado (private investment management firm). Ph.D.
in Finance (Arizona State University); Chartered Financial Analyst (CFA).
Director of Berger 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.
* DENIS CURRAN, 20 Horseneck Lane, Greenwich, CT 06830, DOB: 1947. President
and a director since December 1994, and Senior Vice President and a
director from September 1991 to December 1994, of Bank of Ireland Asset
Management (U.S.) Limited (investment advisory firm). Member of the Board
of Managers and Chief Executive Officer on the Management Committee of BBOI
Worldwide LLC since November 1996. Trustee of Berger/BIAM Worldwide Funds
Trust and Berger/BIAM Worldwide Portfolios Trust since November 1996.
PAUL R. KNAPP, 33 North LaSalle Street, Suite 1900, Chicago, IL 60602, DOB:
1945. 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). Director (since February 1998) and a
Vice President (February 1998 - November 1998) of West Side Investments,
Inc. (investments), a wholly-owned subsidiary of DST Systems, Inc.
Previously (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
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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, DOB:
1933. Self-employed as a private investor. Formerly (1981-1988), Senior
Vice President, Rocky Mountain Region, of Dain Bosworth Incorporated and
member of that firm's Management Committee. Director of J.D. Edwards & Co.
(computer software company) since 1995. Director of Berger 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, DOB: 1928.
President, Santa Clara LLC (privately owned agriculture company). 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,
DOB: 1960. Executive Vice President and portfolio manager of the Berger
100 Fund and Executive Vice President and co-portfolio manager of the
Berger Growth and Income Fund since February 1997. President and portfolio
manager of the Berger Select Fund since November 1997. President and
portfolio manager of the Berger IPT - 100 Fund and President and
co-portfolio manager of the Berger IPT - Growth and Income Fund since
February 1997. President and co-portfolio manager of the Berger Balanced
Fund since its inception in August 1997. Senior Vice President of Berger
Associates since February 1997. Formerly, Senior Vice President from June
1996 to January 1997 with Zurich Kemper Investments, Inc.; Portfolio
Manager from March 1993 to May 1996 with Founders Asset Management, Inc.;
research analyst and portfolio manager from January 1990 to January 1992
and Senior Portfolio Manager/Senior Analyst from January 1992 to February
1993 with First of America Investment Corp.; and Portfolio Manager from
August 1985 to December 1989 with Capital Management Group - Star Bank.
* JOHN B. JARES, 210 University Boulevard, Suite 900, Denver, CO 80206, DOB:
1966. Vice President and co-portfolio manager of the Berger Balanced Fund
since its inception in August 1997. Vice President (since October 1997) and
Portfolio Manager (May 1997 to October 1997) with Berger Associates.
Formerly, Research Analyst (February 1994 to December 1996) and Co-Lead
Portfolio Manager (January 1997 to May 1997) with Founders Asset
Management, Inc., and Research Associate with Lipper Analytical Services,
Inc. from October 1992 to February 1994.
* ANTHONY (TINO) R. SELLITTO III, 210 University Boulevard, Suite 900, Denver,
CO 80206, DOB: 1964. Vice President and portfolio manager of the Berger
Growth and Income Fund and the Berger IPT - Growth and Income Fund since
November 1998. Vice President (since September 1998) and senior equity
analyst (January 1998 to September 1998) with Berger Associates. Formerly,
Vice President and Assistant Portfolio Manager at Crestone Capital
Management, Inc. (August 1995 to January 1998), Portfolio Manager at
Hawaiian Trust Company (September 1994 to August 1995) and Account
Executive at W.W. Grainger Inc. (distributor of industrial equipment)
(October 1991 to September 1994).
* AMY K. SELNER, 210 University Boulevard, Suite 900, Denver, CO 80206, DOB:
1968. Vice President and portfolio manager of the Berger Mid Cap Growth
Fund since its inception in December 1997. Vice President and portfolio
manager of the Berger Small Company Growth Fund and the Berger IPT - Small
Company Growth Fund since November 1998. Vice President (since December
1997) and senior research analyst (April 1996 through December 1997) with
Berger Associates. Formerly, Assistant Portfolio
-29-
<PAGE>
Manager and Research Analyst with INVESCO Trust Company from March 1991
through March 1996.
* MARK S. SUNDERHUSE, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1961. Portfolio manager of the Berger New Generation Fund since
January 1999. Senior Vice President (since January 1998) and portfolio
manager (since January 1999) with Berger Associates. Formerly, Senior Vice
President and Assistant Portfolio Manager with Crestone Capital Management,
Inc. (from January 1991 through January 1998); Investment Officer with
United Bank of Denver (from April 1989 through January 1991); and officer
and registered representative with Boettcher & Company, Inc. (investment
banking) (from May 1985 through April 1989).
* JANICE M. TEAGUE, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1954. Vice President and Secretary (since November 1998) and
Assistant Secretary (September 1996 to November 1998) of the Berger Funds.
Vice President (since October 1997), Secretary (since November 1998) and
Assistant Secretary (September 1996 through November 1998) with Berger
Associates. Vice President and Secretary with Berger Distributors, Inc.,
since August 1998. Formerly, self-employed as a business consultant from
June 1995 through September 1996, Secretary of the Janus Funds from January
1990 to May 1995 and Assistant Secretary of Janus Capital Corporation from
October 1989 to May 1995.
* DAVID J. SCHULTZ, 210 University Boulevard, Suite 900, Denver, CO 80206,
DOB: 1950. Vice President and Treasurer (since November 1998) and
Assistant Treasurer (September 1996 to November 1998) of the Berger Funds.
Vice President (since February 1997) and Controller (since August 1994)
with Berger Associates. Chief Financial Officer and Treasurer (since May
1996), Assistant Secretary (since August 1998) and Secretary (May 1996 to
August 1998) with Berger Distributors, Inc. Formerly, Partner with Smith,
Brock & Gwinn (accounting firm) from January 1984 to August 1994.
* BRIAN S. FERRIE, 210 University Boulevard, Suite 900, Denver, CO 80206, DOB:
1958. Vice President of the Berger Funds since November 1998. Vice
President (since February 1997) and Chief Compliance Officer (since August
1994) with Berger Associates. Chief Compliance Officer with Berger
Distributors, Inc., since May 1996. Formerly, Compliance Officer with
United Services Advisor, Inc., from January 1988 to July 1994, and Director
of Internal Audit of United Services Funds from January 1987 to July 1994.
* JOHN PAGANELLI, 210 University Boulevard, Suite 900, Denver, CO 80206, DOB:
1967. Assistant Treasurer of the Berger Funds since November 1998. Vice
President (since November 1998) and Manager of Accounting (January 1997
through November 1998) with Berger Associates. Formerly, manager of
Accounting (December 1994 through October 1996) and Senior Accountant
(November 1991 through December 1994) with Palmeri Fund Administrators,
Inc.
- ----------------
* Interested person (as defined in the Investment Company Act of 1940) of one
or more of the Funds and/or of the Funds' advisors or sub-advisors.
The directors or trustees of the Funds have adopted a director/trustee
retirement age of 75 years.
-30-
<PAGE>
DIRECTOR/TRUSTEE COMPENSATION
The officers of the Funds received no compensation from the Funds
during the fiscal year ended September 30, 1998. However, directors and
trustees of the Funds who are not "interested persons" of the Funds or their
advisors or sub-advisors are compensated for their services according to a fee
schedule, allocated among the Funds. Neither the officers of the Funds nor the
directors or 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, 1998, for each director or
trustee of the Funds:
-31-
<PAGE>
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
NAME AND POSITION AGGREGATE COMPENSATION FROM
WITH BERGER FUNDS
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
BERGER Berger BERGER BERGER Berger Berger BERGER BERGER/ BERGER BERGER ALL
NEW Select SMALL SMALL Mid Cap Mid Cap 100 BIAM GROWTH BALANCED BERGER
GENERATION Fund(1) COMPANY CAP Growth Value FUND INTERNATIO AND FUND FUNDS(4)
FUND GROWTH VALUE Fund(1) Fund(2) NAL INCOME
FUND FUND FUND(3) FUND
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis E. $1,852 $266 $10,808 $2,317 $36 $360 $24,043 $2,378 $4,691 $337 $47,000
Baldwin(5)
- ------------------------------------------------------------------------------------------------------------------------------------
William M.B. $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Berger(5),(6)
- ------------------------------------------------------------------------------------------------------------------------------------
Louis R. Bindner(5) $1,828 $266 $10,663 $2,296 $36 $360 $23,722 $2,357 $4,629 $334 $46,400
- ------------------------------------------------------------------------------------------------------------------------------------
Katherine A. $1,852 $266 $10,808 $2,317 $36 $360 $24,043 $2,378 $4,691 $337 $47,000
Cattanach(5)
- ------------------------------------------------------------------------------------------------------------------------------------
Lucy Black $334 $ 0 $1,982 $294 $ 0 $ 0 $4,380 $277 $848 $41 $8,200
Creighton(5),(9)
- ------------------------------------------------------------------------------------------------------------------------------------
Denis Curran(7) N/A N/A N/A N/A N/A N/A N/A $ 0 N/A N/A $ 0
- ------------------------------------------------------------------------------------------------------------------------------------
Paul R. Knapp(5) $1,852 $266 $10,808 $2,317 $36 $360 $24,043 $2,378 $4,691 $337 $47,000
- ------------------------------------------------------------------------------------------------------------------------------------
Gerard M. $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Lavin(5),(6),(7),(8)
- ------------------------------------------------------------------------------------------------------------------------------------
Harry T. Lewis(5) $1,852 $266 $10,808 $2,317 $36 $360 $24,043 $2,378 $4,691 $337 $47,000
- ------------------------------------------------------------------------------------------------------------------------------------
Michael Owen(5) $2,246 $323 $13,107 $2,810 $44 $440 $29,158 $2,884 $5,689 $408 $57,000
- ------------------------------------------------------------------------------------------------------------------------------------
William Sinclaire(5) $1,828 $266 $10,663 $2,296 $36 $360 $23,772 $2,357 $4,629 $334 $46,400
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
-32-
<PAGE>
NOTES TO TABLE
(1) Covers the period December 31, 1997 (date operations commenced)
through September 30, 1998.
(2) The Berger Mid Cap Value Fund did not commence operations until August
12, 1998. Figures are estimates for the Fund's first year of operations.
(3) Comprised of the portion of the trustee compensation paid by
Berger/BIAM Worldwide Portfolios to its trustees and allocated to the Fund.
(4) Includes the Berger 100 Fund, the Berger Growth and Income Fund, the
Berger Investment Portfolio Trust (including the Berger Small Company Growth
Fund, the Berger New Generation Fund, the Berger Balanced Fund, the Berger
Select Fund and the Berger Mid Cap Growth Fund), the Berger Institutional
Products Trust (four series), the Berger/BIAM Worldwide Funds Trust (three
series, including the Berger/BIAM International Fund), the Berger/BIAM Worldwide
Portfolios Trust (one series) and the Berger Omni Investment Trust (including
the Berger Small Cap Value Fund). Aggregate compensation figures do not include
first-year estimates for the Berger Mid Cap Value Fund. Of the aggregate
amounts shown for each director/trustee, the following amounts were deferred
under applicable deferred compensation plans: Dennis E. Baldwin $36,100; Louis
R. Bindner $3,638; Katherine A. Cattanach $45,202; Lucy Black Creighton $6,280;
Michael Owen $10,276; William Sinclaire $14,898.
(5) 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.
(6) Interested person of Berger Associates.
(7) Interested person of BBOI Worldwide LLC. Trustee of Berger/BIAM
Worldwide Funds Trust and Berger/BIAM Worldwide Portfolios Trust.
(8) 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.
(9) Resigned as a director and trustee effective November 1997.
Directors or 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 director or 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 directors/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 January 14, 1999, the officers and directors/trustees of the
Funds as a group owned of record or beneficially approximately 3.32% of the
Berger Mid Cap Growth Fund, approximately 1.33% of the Berger Select Fund,
approximately 1.30% of the Berger/BIAM International Fund and an aggregate of
less than 1% of the outstanding shares of each of the other Funds.
4. INVESTMENT ADVISORS AND SUB-ADVISORS
BERGER ASSOCIATES - INVESTMENT ADVISOR
Berger Associates, Inc. ("Berger Associates"), 210 University
Boulevard, Suite 900, Denver, CO 80206, is the investment advisor to all the
Berger Funds except the Berger/BIAM International Fund. 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.
-33-
<PAGE>
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 had assets under management of approximately
$3.0 billion as of September 30, 1998. Berger Associates is a wholly-owned
subsidiary of Kansas City Southern Industries, Inc. ("KCSI"). 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 31% 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.
BBOI WORLDWIDE LLC - INVESTMENT ADVISOR
BBOI Worldwide LLC ("BBOI Worldwide"), 210 University Boulevard,
Denver, CO 80206, is the investment advisor to the Berger/BIAM International
Portfolio (the "Portfolio"), in which all the investable assets of the
Berger/BIAM International Fund are invested. BBOI Worldwide oversees, evaluates
and monitors the investment advisory services provided to the Portfolio by the
Portfolio's sub-advisor and is responsible for furnishing general business
management and administrative services to the Portfolio.
BBOI Worldwide is a Delaware limited liability company formed in 1996.
BBOI Worldwide is a joint venture between Berger Associates and Bank of Ireland
Asset Management (U.S.) Limited ("BIAM"), the sub-advisor to the Portfolio,
which have both been in the investment advisory business for many years.
Berger Associates and BIAM each own a 50% membership interest in BBOI
Worldwide and each have an equal number of representatives on BBOI Worldwide's
Board of Managers. Berger Associates' role in the joint venture is to provide
administrative services, and BIAM's role is to provide international and global
investment management expertise. Agreement of representatives of both Berger
Associates and BIAM is required for all significant management decisions.
BANK OF IRELAND ASSET MANAGEMENT (U.S.) LIMITED - SUB-ADVISOR
As permitted in its Investment Advisory Agreement with the Berger/BIAM
International Portfolio, BBOI Worldwide has delegated day-to-day investment
management responsibility for the Portfolio to BIAM. As sub-advisor, BIAM
manages the investments in the Portfolio and determines what securities and
other investments will be purchased, retained, sold or loaned, consistent with
the investment objective and policies established by the trustees. BIAM's main
offices are at 26 Fitzwilliam Place, Dublin 2, Ireland. BIAM maintains a
representative office at 20 Horseneck Lane, Greenwich, CT 06830. BIAM is an
indirect wholly-owned subsidiary of Bank of Ireland, a publicly traded,
diversified financial services group with business operations worldwide. Bank
of Ireland provides investment management services through a network of related
companies, including BIAM which serves primarily institutional clients in the
United States and Canada. Bank of Ireland and its affiliates managed assets for
clients worldwide in excess of $33 billion as of September 30, 1998.
Bank of Ireland or its affiliates may have deposit, loan or other
commercial or investment banking relationships with the issuers of securities
which may be purchased by the Portfolio, including outstanding loans to such
issuers which could be repaid in whole or in part with the proceeds of
securities purchased by the Portfolio. Federal law prohibits BIAM, in making
investment decisions, from using material non-public information in its
possession or in the possession of any of its affiliates. In addition, in
making investment decisions for the Portfolio, BIAM will not take into
consideration whether an issuer of securities proposed for purchase or sale by
the Portfolio is a customer of Bank of Ireland or its affiliates.
-34-
<PAGE>
The Glass-Steagall Act prohibits a depository institution and certain
affiliates from underwriting or distributing most securities and from
affiliating with businesses engaged in certain similar activities. BIAM
believes that it may perform the services for the Fund contemplated by the
Sub-Advisory Agreement between BBOI Worldwide and BIAM consistent with the
Glass-Steagall Act and other applicable banking laws and regulations. However,
future changes in either Federal or state statutes and regulations concerning
the permissible activities of banks and their affiliates, as well as future
judicial or administrative decisions or interpretations of present and future
statutes and regulations, might prevent BIAM from continuing to perform those
services for the Fund. If the circumstances described above should change, the
trustees of the Fund and the Portfolio would review the relationships with BIAM
and consider taking all actions appropriate under the circumstances.
PERKINS, WOLF, MCDONNELL & COMPANY - SUB-ADVISOR
Perkins, Wolf, McDonnell & Company ("PWM"), 53 West Jackson Boulevard,
Suite 818, Chicago, Illinois 60604, has been engaged as the investment
sub-advisor for the Berger Small Cap Value Fund and the Berger Mid Cap Value
Fund. PWM was organized in 1980 under the name Mac-Per-Wolf Co. to operate as a
securities broker-dealer. In September 1983, it changed its name to Perkins,
Wolf, McDonnell & Company. PWM is a member of the National Association of
Securities Dealers, Inc. (the "NASD") and, in 1984, became registered as an
investment advisor with the SEC.
PWM was the investment advisor of the Berger Small Cap Value Fund from
the date the Fund commenced operations in 1985 to February 1997. PWM became the
investment sub-advisor to the Fund on February 14, 1997, following shareholder
approval of a new Sub-Advisory Agreement between Berger Associates as advisor
and PWM as sub-advisor. PWM has been the investment sub-adviser to the Berger
Mid Cap Value Fund since it commenced operations in August 1998.
Thomas M. Perkins and Robert H. Perkins, as co-investment managers,
are responsible for the day-to-day investment management of the Berger Small Cap
Value Fund and the Berger Mid Cap Value Fund. Robert Perkins has been an
investment manager since 1970 and serves as President and a director of PWM.
Thomas Perkins has been an investment manager since 1974 and joined PWM as a
portfolio manager in 1998. Robert Perkins owns 49% of PWM. Robert Perkins and
Thomas Perkins are brothers. Gregory E. Wolf owns 20% of PWM and serves as its
Treasurer and a director.
INVESTMENT ADVISORY AGREEMENTS
Under the Investment Advisory Agreements between each Fund and its
advisor, the advisor is generally responsible for furnishing continuous advice
and making investment decisions as to the acquisition, holding or disposition of
securities or other assets which each Fund may own or contemplate acquiring from
time to time. Each Investment Advisory Agreement provides that the investment
advisor shall not be liable for any error of judgment or mistake of law or for
any loss arising out of any investment or for any act or omission taken with
respect to the Fund, except for willful misfeasance, bad faith or gross
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties thereunder and except to the extent otherwise
provided by law.
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:
-35-
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FUND ADVISOR INVESTMENT
ADVISORY FEE
- --------------------------------------------------------------------------------
<S> <C> <C>
Berger New Generation Fund Berger Associates 0.90%(1)
- --------------------------------------------------------------------------------
Berger Select Fund Berger Associates 0.75%
- --------------------------------------------------------------------------------
Berger Small Company Growth Fund Berger Associates 0.90%(3)
- --------------------------------------------------------------------------------
Berger Small Cap Value Fund Berger Associates (2) 0.90% (2)
- --------------------------------------------------------------------------------
Berger Mid Cap Growth Fund Berger Associates 0.75% (1)
- --------------------------------------------------------------------------------
Berger Mid Cap Value Fund Berger Associates (2) 0.75% (2)
- --------------------------------------------------------------------------------
Berger 100 Fund Berger Associates 0.75% (3)
- --------------------------------------------------------------------------------
Berger/BIAM International Fund (4) BBOI Worldwide (4) 0.90% (4)
- --------------------------------------------------------------------------------
Berger Growth and Income Fund Berger Associates 0.75% (3)
- --------------------------------------------------------------------------------
Berger Balanced Fund Berger Associates 0.70% (1)
- --------------------------------------------------------------------------------
</TABLE>
(1) Under a written agreement, the Fund's investment advisor waives its fee
to the extent that the Fund's annual operating expenses in any fiscal year,
including the investment advisory fee and the 12b-1 fee, but excluding brokerage
commissions, interest, taxes and extraordinary expenses, exceed 1.90% in the
case of the Berger New Generation Fund, and 2.00% in the case of the Berger Mid
Cap Growth Fund, and 1.50% in the case of the Berger Balanced Fund, of the
Fund's average daily net assets for that fiscal year. The agreement may be
terminated by the advisor upon 90 days' prior written notice to the Fund.
(2) Fund is sub-advised by PWM. See text preceding and following table.
For the Berger Small Cap Value Fund, the investment advisory fee is allocated
among the Investor Shares and the other class of the Fund on the basis of net
assets attributable to each such class.
(3) Under a written agreement, the Fund's investment advisor waives its fee
to the extent that the Fund's annual operating expenses in any fiscal year,
including the investment advisory fee, but excluding the 12b-1 fee, brokerage
commissions, interest, taxes and extraordinary expenses, exceed 2-1/2% of the
first $30,000,000 of average daily net assets, plus 2% of the next $70,000,000,
plus 1-1/2% of the balance of the average daily net assets of the Fund for that
fiscal year. The agreement may be terminated by the advisor upon 90 days' prior
written notice to the Fund.
(4) The Berger/BIAM International Fund bears its pro rata portion of the fee
paid by the Berger/BIAM International Portfolio to BBOI Worldwide as the
advisor. The Portfolio is sub-advised by BIAM. See text preceding and
following table. Under a written agreement, the Portfolio's investment advisor
waives its investment advisory fee to the extent that the Portfolio's annual
operating expenses in any fiscal year, including the investment advisory fee and
custodian fees, but excluding brokerage commissions, interest, taxes and
extraordinary expenses, exceed 1.00% of the Portfolio's average daily net assets
for that fiscal year. The agreement may not be terminated without the prior
written consent of the Portfolio by a vote of its Board of Trustees. Any such
reduction in the advisory fee paid by the Portfolio will also reduce the pro
rata share of the advisory fee borne indirectly by the Berger/BIAM International
Fund.
Each Fund's current Investment Advisory Agreement will continue in
effect until the last day of April 1999 or 2000, and thereafter from year to
year if such continuation is specifically approved at least annually by the
directors or trustees or by vote of a majority of the outstanding shares of the
Fund and in either case by vote of a majority of the directors or trustees who
are not "interested persons" (as that term is defined in the 1940 Act) of the
Fund or 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.
-36-
<PAGE>
Under the Sub-Advisory Agreement between the advisor and the
sub-advisors for the Berger/BIAM International Portfolio, the Berger Small Cap
Value Fund and the Berger Mid Cap Value Fund, the sub-advisor is responsible for
day-to-day investment management. The sub-advisor manages the investments and
determines what securities and other investments will be acquired, held or
disposed of, consistent with the investment objective and policies established
by the trustees. Each Sub-Advisory Agreement provides that the sub-advisor
shall not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission taken with respect to
the Fund, except for willful misfeasance, bad faith or gross negligence in the
performance of its duties, or by reason of reckless disregard of its obligations
and duties thereunder and except to the extent otherwise provided by law.
No fees are paid directly to the sub-advisors by the Funds. PWM, as
the sub-advisor of the Berger Small Cap Value Fund, receives from the advisor a
fee at the annual rate of 0.90% of the first $75 million of average daily net
asset of the Fund, 0.50% of the next $125 million, and 0.20% of any amounts in
excess of $200 million. As the sub-advisor of the Berger Mid Cap Value Fund,
PWM receives from the advisor a fee at the annual rate of 0.75% of the first $50
million of average daily net assets of the Fund, 0.375% of the next $50 million
and 0.20% of any amount in excess of $100 million, subject to a minimum of
$400,000 per year for the first 2-1/2 years. BIAM, as the sub-advisor of the
Berger/BIAM International Portfolio, receives from the advisor a fee at the
annual rate of 0.45% of the average daily net assets of the Portfolio. During
certain periods, BIAM may voluntarily waive all or a portion of its fee under
the Sub-Advisory Agreement, which will not affect the fee paid by the Portfolio
to the advisor.
The Sub-Advisory Agreements will continue in effect until April 1999
or 2000, and thereafter from year to year if such continuation is specifically
approved at least annually by the trustees or by vote of a majority of the
outstanding shares of the Fund and in either case by vote of a majority of the
trustees of the Fund who are not "interested persons" (as that term is defined
in the Investment Company Act of 1940) of the Fund or the advisor or the
sub-advisor. The Sub-Advisory Agreements are subject to termination by the Fund
or the sub-advisor on 60 days' written notice, and terminate automatically in
the event of their assignment and in the event of termination of the related
Investment Advisory Agreement.
OTHER ARRANGEMENTS BETWEEN BERGER ASSOCIATES AND PWM
Berger Associates and PWM entered into an Agreement, dated November
18, 1996, as amended January 27, 1997 and April 8, 1998 (the "November 18
Agreement"), under which, among other things, PWM agreed that, so long as Berger
Associates acts as the advisor to the Berger Small Cap Value Fund, and PWM
provides sub-advisory or other services in connection with the Fund, PWM will
not manage or provide advisory services to any registered investment company
that is in direct competition with the Fund. PWM has agreed to the same
restriction with respect to the Berger Mid Cap Value Fund.
The November 18 Agreement also provides that at the end of the first
five years under the Sub-Advisory Agreement for the Berger Small Cap Value Fund
(or at such earlier time if the Sub-Advisory Agreement is terminated or not
renewed by the trustees other than for cause), Berger Associates and PWM will
enter into a consulting agreement for PWM to provide consulting services to
Berger Associates with respect to the Fund, subject to any requisite approvals
under the Investment Company Act of 1940. Under the Consulting Agreement, PWM
would provide training and assistance to Berger Associates analysts and
marketing support appropriate to the Fund and would be paid a fee at an annual
rate of 0.10% of the first $100 million of average daily net assets of the Fund,
0.05% of the next $100 million and 0.02% on any part in excess of $200 million.
No part of the consulting fee would be borne by the Fund.
-37-
<PAGE>
Berger Associates and PWM have also agreed that if the Sub-Advisory
Agreement with PWM pertaining to the Berger Mid Cap Value Fund is terminated or
not renewed by the trustees other than for cause within the first 2-1/2 years of
its effectiveness, Berger Associates and PWM will enter into a consulting
agreement for the remainder of the 2-1/2 year period, under which PWM will
provide consulting services to Berger Associates with respect to the Fund,
subject to any requisite approvals under the Investment Company Act of 1940.
Under the Consulting Agreement, PWM would provide training and assistance to
Berger Associates analysts and marketing support appropriate to the Fund and for
those services, Berger Associates would pay PWM a fee at a rate equal to
$400,000 annually less certain agreed amounts. No part of the consulting fee
would be borne by the Fund.
TRADE ALLOCATIONS
Investment decisions for each Fund and other accounts advised by the
Funds' advisors and sub-advisors 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 investment decisions may
be appropriate for a Fund and one or more such accounts. If a Fund and other
accounts advised by a Fund's advisor or sub-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 pursuant to procedures adopted by the
Fund's advisor or sub-advisor. While in some cases, this policy might adversely
affect the price paid or received by a Fund or other participating accounts, or
the size of the position obtained or liquidated, the advisor or sub-advisor will
aggregate orders if it believes that coordination of orders and the ability to
participate in volume transactions will result in the best overall combination
of net price and execution.
RESTRICTIONS ON PERSONAL TRADING
Berger 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 directors or 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.
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.
PWM has adopted a Code of Ethics which is substantially similar to the
Code adopted by Berger Associates. BBOI Worldwide has also adopted a Code of
Ethics substantially similar to the Code adopted by Berger Associates covering
all board members, officers, employees and other access persons (as defined
below) of BBOI Worldwide who are not also covered by an
-38-
<PAGE>
approved Code of Ethics of an affiliated person who is an investment advisor
("covered persons"). At present, there are no persons who would be covered by
BBOI Worldwide's Code of Ethics who are not also covered by the Code of Ethics
of Berger Associates or BIAM, which are both investment advisors affiliated with
BBOI Worldwide.
BIAM has adopted a Code of Ethics which restricts its officers,
employees and other staff from personal trading in specified circumstances,
including among others prohibiting participation in initial public offerings,
prohibiting dealing in a security for the seven days before and after any trade
in that security on behalf of clients, prohibiting trading in a security while
an order is pending for any client on that same security, and requiring profits
from short-term trading in securities (purchase and sale within a 60-day period)
to be forfeited. In addition, staff of BIAM must report all of their personal
holdings in securities annually and must disclose their holdings in any private
company if an investment in that same company is being considered for clients.
Staff of BIAM are required to pre-clear all transactions in securities not
otherwise exempt under the Code of Ethics and must instruct their broker to
provide BIAM with duplicate confirmations of all such personal trades.
5. EXPENSES OF THE FUNDS
ALL FUNDS EXCEPT THE BERGER/BIAM INTERNATIONAL FUND
In addition to paying an investment advisory fee to its advisor, each
Fund (other than the Berger/BIAM International 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 directors or
trustees who are not interested persons of Berger Associates, expenses of
printing and distributing reports to shareholders and federal and state
administrative agencies, and all expenses incurred in connection with the
execution of its portfolio transactions, including brokerage commissions on
purchases and sales of portfolio securities, which are considered a cost of
securities of each Fund. Each Fund also pays all expenses incurred in complying
with all federal and state laws and the laws of any foreign country applicable
to the issue, offer or sale of shares of the Fund, including, but not limited
to, all costs involved in preparing and printing prospectuses 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 directors or trustees
without shareholder approval.
The following tables show the total dollar amounts of advisory fees
and administrative services fees paid by each of such Funds to Berger Associates
for the periods indicated and the amount of such fees waived on account of
excess expenses under applicable expense limitations.
-39-
<PAGE>
BERGER NEW GENERATION FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
September 30, Advisory Fee Service Fee Waiver
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $1,229,000 $ 14,000 $ 0 $1,243,000
- --------------------------------------------------------------------------------
1997 $ 962,000 $ 20,000 $ 0 $ 982,000
- --------------------------------------------------------------------------------
1996* $ 398,000 $ 4,000 $ (85,000) $ 317,000
- --------------------------------------------------------------------------------
</TABLE>
* Covers period from March 29, 1996 (commencement of operations) through the end
of the Fund's first fiscal year on September 30, 1996.
BERGER SELECT FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
September 30, Advisory Fee Service Fee Waiver
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998* $143,000 $2,000 $ 0 $145,000
- --------------------------------------------------------------------------------
</TABLE>
* Covers period from December 31, 1997 (commencement of operations) through the
end of the Fund's first fiscal year on September 30, 1998.
BERGER SMALL COMPANY GROWTH FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
September 30, Advisory Fee Service Fee Waiver
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $6,984,000 $ 78,000 $ 0 $7,062,000
- --------------------------------------------------------------------------------
1997 $6,831,000 $ 78,000 $ 0 $6,909,000
- --------------------------------------------------------------------------------
1996 $5,902,000 $ 66,000 $ 0 $5,968,000
- --------------------------------------------------------------------------------
</TABLE>
BERGER SMALL CAP VALUE FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
September 30, Advisory Fee Service Fee Waiver
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $1,515,000 $17,000 $ 0 $1,532,000
- --------------------------------------------------------------------------------
1997*^ $ 418,000 $ 4,000 $ 0 $ 422,000
- --------------------------------------------------------------------------------
1996^ $ 325,000 $ 0 $ 0 $ 325,000
- --------------------------------------------------------------------------------
</TABLE>
* On February 14, 1997, new fee arrangements came into effect for the Fund with
shareholder approval, at which time Berger Associates became the Fund's advisor
and administrator and PWM, the Fund's former investment advisor, became the
Fund's sub-advisor.
^ Under the Investment Advisory Agreement in effect for the Fund until February
14, 1997, the Fund paid an advisory fee to PWM at an annual rate of 1.00% of the
Fund's average daily net assets. The Fund's fiscal year end was changed from
December 31 to September 30 during 1997. Accordingly, the amount shown for 1996
was paid by the Fund during the fiscal year ended December 31, 1996, and the
amounts shown for 1997 cover the period January 1, 1997, through September 30,
1997.
-40-
<PAGE>
BERGER MID CAP GROWTH FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
September 30, Advisory Fee Service Fee Waiver
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998* $20,000 $ 0 $(12,000) $ 8,000
- --------------------------------------------------------------------------------
</TABLE>
* Covers period from December 31, 1997 (commencement of operations) through the
end of the Fund's first fiscal year on September 30, 1998.
BERGER MID CAP VALUE FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
September 30, Advisory Fee Service Fee Waiver
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998* $20,000 $ 0 $ 0 $20,000
- --------------------------------------------------------------------------------
</TABLE>
* Covers period from August 12, 1998 (commencement of operations) through the
end of the Fund's first fiscal year on September 30, 1998.
BERGER 100 FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
September 30, Advisory Fee Service Fee Waiver
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $12,939,000 $173,000 $ 0 $13,112,000
- --------------------------------------------------------------------------------
1997 $14,424,000 $192,000 $ 0 $14,616,000
- --------------------------------------------------------------------------------
1996 $15,767,000 $ 210,000 $ 0 $15,977,000
- --------------------------------------------------------------------------------
</TABLE>
BERGER GROWTH AND INCOME FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
September 30, Advisory Fee Service Fee Waiver
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $2,539,000 $ 34,000 $ 0 $2,573,000
- --------------------------------------------------------------------------------
1997 $2,442,000 $ 32,000 $ 0 $2,474,000
- --------------------------------------------------------------------------------
1996 $2,496,000 $ 33,000 $ 0 $2,529,000
- --------------------------------------------------------------------------------
</TABLE>
BERGER BALANCED FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Administrative Advisory Fee TOTAL
September 30, Advisory Fee Service Fee Waiver
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1998 $168,000 $ 2,000 $(16,000) $154,000
- --------------------------------------------------------------------------------
</TABLE>
Each of the Funds has appointed Investors Fiduciary Trust Company ("IFTC"),
801 Pennsylvania, 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
-41-
<PAGE>
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 31% of the outstanding shares of DST are owned by KCSI.
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 $14.00 per
open Fund shareholder account, subject to preset volume discounts, plus certain
transaction fees and fees for closed accounts, and is reimbursed for
out-of-pocket expenses, 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.
Earnings credits received by each Fund can be found on the Fund's Statement of
Operations in the Annual Report incorporated by reference into this Statement of
Additional Information.
BERGER/BIAM INTERNATIONAL FUND
The Berger/BIAM International Fund is allocated and bears indirectly
its pro rata share of the aggregate annual operating expenses of the Berger/BIAM
International Portfolio, since all of the investable assets of the Fund are
invested in the Portfolio.
Expenses of the Portfolio include, among others, its pro rata share of
the expenses of Berger/BIAM Worldwide Portfolios Trust, of which the Portfolio
is a series, such as: expenses of registering the Trust with securities
authorities; the compensation of its independent trustees; expenses of preparing
reports to investors and to governmental offices and commissions; expenses of
meetings of investors and trustees of the Trust; legal fees; and insurance
premiums of the Trust. Expenses of the Portfolio also include, among others,
the fees payable to the advisor under the Investment Advisory Agreement;
expenses connected with the execution of portfolio transactions, including
brokerage commissions on purchases and sales of portfolio securities (which are
considered a cost of securities of the Portfolio); custodian fees; auditors'
fees; interest and taxes imposed on the Portfolio; transfer agent, recordkeeping
and pricing agent fees; and such other non-recurring and extraordinary items as
may arise from time to time.
Expenses of the Berger/BIAM International Fund include, among others,
its pro rata share of the expenses of the Berger/BIAM Worldwide Funds Trust, of
which the Fund is a series, such as: expenses of registering the Trust with
securities authorities; expenses of meetings of the shareholders of the Trust;
and legal fees. Expenses of the Fund also include, among others, registration
and filing fees incurred in registering shares of the Fund with securities
authorities; 12b-1 fees; taxes imposed on the Fund; the fee payable to the
Advisor under the Administrative Services Agreement; and such other
non-recurring and extraordinary items as may arise from time to time.
-42-
<PAGE>
SERVICE ARRANGEMENTS FOR THE FUND. Under an Administrative Services
Agreement with the Berger/BIAM International Fund, BBOI Worldwide serves as the
administrator of the Fund. In this capacity, it is responsible for
administering and managing all aspects of the Fund's day-to-day operations,
subject to the oversight of the trustees of the Fund. BBOI Worldwide is
responsible, at its expense, for furnishing (or procuring other parties to
furnish) all administrative services reasonably necessary for the operation of
the Fund, including recordkeeping and pricing services, custodian services,
transfer agency and dividend disbursing services, tax and audit services,
insurance, printing and mailing to shareholders of prospectuses and other
required communications, and certain other administrative and recordkeeping
services, such as coordinating matters relating to the operations of the Fund,
monitoring the Fund's status as a "regulated investment company" under the
Internal Revenue Code, coordinating registration of sufficient Fund shares under
federal and state securities laws, arranging for and supervising the preparation
of registration statements, tax returns, proxy materials, financial statements
and reports for filing with regulatory authorities and distribution to
shareholders of the Fund. Under the Administrative Services Agreement, the Fund
pays BBOI Worldwide a fee at an annual rate equal to the lesser of (i) 0.45% of
its average daily net assets, or (ii) BBOI Worldwide's annual cost to provide or
procure these services (including the fees of any services providers whose
services are procured by BBOI Worldwide), plus an additional 0.02% of the Fund's
average daily net assets. The trustees of the Fund regularly review amounts
paid to and expenditures incurred by BBOI Worldwide pursuant to the
Administrative Services Agreement. In addition, in the event that BBOI
Worldwide's duties under the Administrative Services Agreement are delegated to
another party, BBOI Worldwide may take into account, in calculating the cost of
such services, only the costs incurred by such other party in discharging the
delegated duties.
Under a Sub-Administration Agreement between BBOI Worldwide and Berger
Associates, Berger Associates has been delegated the responsibility to perform
certain of the administrative and recordkeeping services required under the
Administrative Services Agreement and to procure, at BBOI Worldwide's expense,
third parties to provide the services not provided by Berger Associates. Under
the Sub-Administration Agreement, Berger Associates is paid a fee by BBOI
Worldwide of 0.25% of the Fund's average daily net assets for its services.
During certain periods, Berger Associates may voluntarily waive all or a portion
of its fee from BBOI Worldwide, which will not affect the fee paid by the Fund
to BBOI Worldwide under the Administrative Services Agreement.
IFTC has been appointed to provide recordkeeping and pricing services
to the Fund, including calculating the daily net asset value of the Fund, and to
perform certain accounting and recordkeeping functions that it requires. In
addition, IFTC has been appointed to serve as the Fund's custodian, transfer
agent and dividend disbursing agent. IFTC has engaged DST as sub-transfer agent
to provide transfer agency and dividend disbursing services for the Funds. The
fees of Berger Associates, IFTC and DST are all paid by BBOI Worldwide.
Approximately 31% of the outstanding shares of DST are owned by KCSI, which also
owns 100% of the outstanding shares of Berger Associates.
SERVICE ARRANGEMENTS FOR THE PORTFOLIO. Under the Investment Advisory
Agreement between BBOI Worldwide and the Berger/BIAM International Portfolio, in
addition to providing investment advisory services, BBOI Worldwide is
responsible for providing or arranging for all managerial and administrative
services necessary for the operations of the Portfolio. BBOI Worldwide is
responsible for providing certain of these services at its own expense, such as
compliance monitoring and preparing investor communications, which have been
delegated to Berger Associates as part of the Sub-Administration Agreement
discussed above. Other services are procured from third party service providers
at the Portfolio's own expense, such as custody, recordkeeping and pricing
services.
The Portfolio has appointed IFTC as recordkeeping and pricing agent to
calculate the daily net asset value of the Portfolio and to perform certain
accounting and recordkeeping
-43-
<PAGE>
functions required by the Portfolio. In addition, the Portfolio has appointed
IFTC as its custodian and transfer agent. IFTC has engaged State Street Bank
and Trust Company ("State Street"), P.O. Box 351, Boston, MA 02101, as
sub-custodian for the Portfolio. For custodian, recordkeeping and pricing
services, the Portfolio pays fees directly to IFTC based on a percentage of its
net assets, subject to certain minimums, and reimburses IFTC for certain
out-of-pocket expenses.
The following table shows the total dollar amounts of advisory fees paid by
the Portfolio to BBOI Worldwide for the periods indicated and the amount of such
fees waived on account of excess expenses under applicable expense limitations.
The investment advisory fee is paid by the Portfolio and is borne indirectly pro
rata by the Fund and the other mutual funds invested in the Portfolio.
BERGER/BIAM INTERNATIONAL PORTFOLIO
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended Investment Advisory Fee TOTAL
September 30, Advisory Fee Waiver
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
1998 $1,531,000 $(61,000) $1,470,000
- --------------------------------------------------------------------------------
1997* $ 560,000 $(61,000) $ 499,000
- --------------------------------------------------------------------------------
</TABLE>
* Covers period from October 11, 1996 (commencement of operations of the
Portfolio) through the end of the Portfolio's first fiscal year on September
30, 1997.
In addition, the Fund paid BBOI Worldwide the following amounts for
its services under the Administrative Services Agreement.
BERGER/BIAM INTERNATIONAL FUND
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Fiscal Year Ended September 30, Administrative Service Fee
- --------------------------------------------------------------------------------
<S> <C>
1998 $ 85,000
- --------------------------------------------------------------------------------
1997* $ 63,000
- --------------------------------------------------------------------------------
</TABLE>
* Covers period from November 7, 1996 (commencement of operations of the Fund)
through the end of the Fund's first fiscal year on September 30, 1997.
As noted above with respect to the other Berger Funds, all of IFTC's
fees are subject to reduction pursuant to an agreed formula for certain earnings
credits on the cash balances maintained with it as custodian. Earnings credits
received by the Portfolio can be found on the Portfolio's Statement of
Operations in the Annual Report incorporated by reference into this Statement of
Additional Information.
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 Plans are intended to benefit the Funds by
attracting new assets into the Funds and thereby affording potential cost
reductions due to economies of scale.
-44-
<PAGE>
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, a Fund's 12b-1 fees may
be used to finance the joint promotion of the shares of that Fund, along with
the shares of the other fund. Berger Associates allocates the cost of such
joint promotional activity among the funds involved on the basis of their
respective net assets, unless otherwise directed by the directors or trustees.
-45-
<PAGE>
The current 12b-1 Plans will continue in effect until the end of April
1999, and from year to year thereafter if approved at least annually by each
Fund's directors or trustees and those directors or trustees who are not
interested persons of the Fund and have no direct or indirect financial interest
in the operation of the Plan or any related agreements by votes cast in person
at a meeting called for such purpose. The Plans may not be amended to increase
materially the amount to be spent on distribution of Fund shares without
shareholder approval.
Following are the payments made to Berger Associates pursuant to the
Plans for the fiscal year ended September 30, 1998:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
FUND 12B-1 PAYMENTS
- --------------------------------------------------------------------------------
<S> <C>
Berger New Generation Fund $ 341,000
- --------------------------------------------------------------------------------
Berger Select Fund(1) $ 48,000
- --------------------------------------------------------------------------------
Berger Small Company Growth Fund $1,026,000(2)
- --------------------------------------------------------------------------------
Berger Small Cap Value Fund(3) $ 229,000
- --------------------------------------------------------------------------------
Berger Mid Cap Growth Fund(1) $ 7,000
- --------------------------------------------------------------------------------
Berger Mid Cap Value Fund(4) $ 7,000
- --------------------------------------------------------------------------------
Berger 100 Fund $4,313,000
- --------------------------------------------------------------------------------
Berger/BIAM International Fund $ 47,000
- --------------------------------------------------------------------------------
Berger Growth and Income Fund $ 846,000
- --------------------------------------------------------------------------------
Berger Balanced Fund $ 60,000
- --------------------------------------------------------------------------------
</TABLE>
(1) Covers the period from December 31, 1997 (commencement of operations)
through September 30, 1998.
(2) Reflects the partial 12b-1 fee waiver that was in effect from November
17, 1997, through May 29, 1998, when the Fund was closed to new investors.
(3) The Berger Small Cap Value Fund has adopted a 12b-1 Plan only with
respect to the Investor Shares, the class of shares of the Fund covered by this
SAI.
(4) Covers the period from August 12, 1998 (commencement of operations)
through September 30, 1998.
OTHER EXPENSE INFORMATION
The directors or 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 to pay. No portion of the commission is retained
by DSTS. See Section 6--Brokerage Policy for further information concerning the
expenses reduced as a result of these arrangements. 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
-46-
<PAGE>
firms or companies. A Fund's advisor or a Fund (if approved by its directors or
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. Where applicable, the
advisor may delegate placement of brokerage to a Fund's sub-advisor. A report
on the placement of brokerage business is given to the directors or trustees of
each Fund every quarter, indicating the brokers with whom Fund portfolio
business was placed and the basis for such placement. The brokerage commissions
paid by the Funds during the past three fiscal years were as follows:
BROKERAGE COMMISSIONS
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
For the year/period ended September 30,
-------------------------------------------
1998 1997 1996
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
BERGER NEW GENERATION FUND $340,000 $165,000 $939,000(1)
- --------------------------------------------------------------------------------
BERGER SELECT FUND $536,000(2) N/A N/A
- --------------------------------------------------------------------------------
BERGER SMALL COMPANY GROWTH FUND $890,000 $1,044,000 $604,000
- --------------------------------------------------------------------------------
BERGER SMALL CAP VALUE FUND $567,000 $306,000(3) $307,000(3)
- --------------------------------------------------------------------------------
BERGER MID CAP GROWTH FUND $ 15,000(2) N/A N/A
- --------------------------------------------------------------------------------
BERGER MID CAP VALUE FUND $ 33,000(4) N/A N/A
- --------------------------------------------------------------------------------
BERGER 100 FUND $9,258,000 $6,671,000 $4,691,000
- --------------------------------------------------------------------------------
BERGER/BIAM INTERNATIONAL FUND (5) $225,000 $234,000(5) N/A
- --------------------------------------------------------------------------------
BERGER GROWTH AND INCOME FUND $2,397,000 $1,124,000 $769,000
- --------------------------------------------------------------------------------
BERGER BALANCED FUND $207,000 N/A N/A
- --------------------------------------------------------------------------------
</TABLE>
(1) Covers period from March 29, 1996 (commencement of operations) through the
end of the Fund's first fiscal year on September 30, 1996. The Fund paid more
brokerage commissions 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.
(2) Covers period from December 31, 1997 (commencement of operations) through
the end of the Fund's first fiscal year on September 30, 1998.
(3) The Fund's fiscal year end was changed from December 31 to September 30
during 1997. Accordingly, the brokerage commissions shown for 1996 were paid by
the Fund during the fiscal year ended December 31, 1996, and the brokerage
commissions shown for 1997 cover the period January 1, 1997, through September
30, 1997.
-47-
<PAGE>
(4) Covers period from August 12, 1998 (commencement of operations) through the
end of the Fund's first fiscal year on September 30, 1998.
(5) These are brokerage commissions paid by the Portfolio in which all the
Fund's investable assets are invested. Commissions paid the Portfolio are borne
indirectly pro rata by the Fund and the other mutual funds invested in the
Portfolio. The brokerage commissions shown for 1997 cover the period November
7, 1996 (commencement of Fund operations) through the end of the Portfolio's
first fiscal year on September 30, 1997.
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.
Where applicable, the Sub-Advisory Agreement for each sub-advised Fund similarly
directs the sub-advisor. However, each Agreement specifically authorizes the
advisor or sub-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 or
sub-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 or sub-advisor.
In accordance with this provision of the Agreement, portfolio
brokerage business of each Fund may be placed with brokers who provide useful
brokerage and research services to the advisor or, where applicable, the
sub-advisor. Such services include computerized on-line stock quotation systems
and related data feeds from stock exchanges, computerized trade order entry,
execution and confirmation systems, fundamental and technical analysis data and
software, broker and other third-party equity research, computerized stock
market and business news services, economic research, account performance data
and computer hardware used for the receipt of electronic research services.
These include a service used by the independent directors or trustees of the
Funds in reviewing the Investment Advisory Agreements.
The Funds' advisors and sub-advisors do not enter into formal
agreements with any brokers regarding the placement of securities transactions
because of any such brokerage or research services that they provide. An
advisor or sub-advisor may, however, make arrangements with and maintain
internal procedures for allocating transactions to brokers who provide such
services to encourage them to provide services expected to be useful to the
advisor's or sub-advisor's clients, including the Funds. However, the placement
of all Fund transactions, including placements pursuant to such arrangements,
must be consistent with the Funds' brokerage placement and execution policies,
and must be directed to a broker who renders satisfactory service in the
execution of orders at the most favorable prices and at reasonable commission
rates.
During the fiscal year ended September 30, 1998, of the brokerage
commissions paid by the Funds, the following amounts were paid to brokers who
provided to the Funds selected brokerage or research services prepared by the
broker or subscribed or paid for by the broker on behalf of the Funds:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
Amount of
Fund Amount of Transactions Commissions
- --------------------------------------------------------------------------
<S> <C> <C>
Berger New Generation Fund $ 13,883,000 $ 39,000
- --------------------------------------------------------------------------
Berger Select Fund $ 44,296,000 $ 87,000
- --------------------------------------------------------------------------
Berger Small Company Growth Fund $ 5,478,000 $ 19,000
- --------------------------------------------------------------------------
Berger Small Cap Value Fund $ 10,279,000 $ 31,000
- --------------------------------------------------------------------------
-48-
<PAGE>
- --------------------------------------------------------------------------
Berger Mid Cap Growth Fund $ 981,000 $ 2,000
- --------------------------------------------------------------------------
Berger Mid Cap Value Fund $ 0 $ 0
- --------------------------------------------------------------------------
Berger 100 Fund $ 869,413,000 $ 1,222,000
- --------------------------------------------------------------------------
Berger/BIAM International Fund $ 0 $ 0
- --------------------------------------------------------------------------
Berger Growth and Income Fund $ 178,843,000 $ 221,000
- --------------------------------------------------------------------------
Berger Balanced Fund $ 13,873,000 $ 34,000
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
</TABLE>
These brokerage and research services received from brokers are often
helpful to the advisor or sub-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 or sub-advisor's advisory personnel to analyze and evaluate the
securities in which the Funds invest. The brokerage and research services
obtained as a result of the Funds' brokerage business also will be useful to the
advisor or sub-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 or
sub-advisor in rendering investment advice to the Funds. Although such
brokerage and research services may be deemed to be of value to the advisor or
sub-advisor, they are not expected to decrease the expenses that the advisor or
sub-advisor would otherwise incur in performing its investment advisory services
for the Funds nor will the advisory fees that are received by the advisor or
sub-advisor from the Funds be reduced as a result of the availability of such
brokerage and research services from brokers.
If the advisor or sub-advisor determines that any such brokerage or
research service has a mixed use, such that it also serves functions that do not
assist the advisor or sub-advisor in the investment decision-making process or
otherwise benefits a Fund, the advisor or sub-advisor may allocate the costs of
such service accordingly. Only that portion of the service that the advisor or
sub-advisor determines will assist it in the investment decision-making process
or will otherwise benefit a Fund may be paid for by the placement of a Fund's
brokerage business. The decision whether and how to allocate the costs of such
service presents a conflict of interest for the advisor or sub-advisor.
The directors or 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.
Included in the brokerage commissions paid by the Funds during the
last three fiscal years, as stated in the preceding Brokerage Commissions table,
are the following amounts paid to DSTS, which served to reduce each Fund's
out-of-pocket expenses as follows:
-49-
<PAGE>
DSTS COMMISSIONS AND RELATED EXPENSE REDUCTIONS
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
DSTS Reduction in DSTS
Commissions Paid Expenses FYE Commissions Paid
FYE 9/30/98 9/30/98(1) FYE 9/30/97
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Berger New Generation Fund $2,000(2) $1,500 $ 0
- -----------------------------------------------------------------------------------------------------------
Berger Select Fund $9,000(3) $7,000 N/A
- -----------------------------------------------------------------------------------------------------------
Berger Small Company Growth Fund $ 0 $ 0 $42,000
- -----------------------------------------------------------------------------------------------------------
Berger Small Cap Value Fund $ 0 $ 0 $10,000
- -----------------------------------------------------------------------------------------------------------
Berger Mid Cap Growth Fund $ 0(4) $ 0 N/A
- -----------------------------------------------------------------------------------------------------------
Berger Mid Cap Value Fund $ 0(5) $ 0 N/A
- -----------------------------------------------------------------------------------------------------------
Berger 100 Fund $390,000(6) $293,000 $527,000
- -----------------------------------------------------------------------------------------------------------
Berger/BIAM International Fund $ 0 $ 0 $ 0
- -----------------------------------------------------------------------------------------------------------
Berger Growth and Income Fund $ 28,000(7) $ 21,000 $35,000
- -----------------------------------------------------------------------------------------------------------
Berger Balanced Fund $ 0 $ 0 N/A
- -----------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Reduction in DSTS Reduction in
Expenses FYE Commissions Paid Expenses FYE
9/30/97(1) FYE 9/30/96 9/30/96(1)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Berger New Generation Fund $ 0 $ 0 $ 0
- -----------------------------------------------------------------------------------------------------------
Berger Select Fund N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------
Berger Small Company Growth Fund $31,000 $13,000 $10,000
- -----------------------------------------------------------------------------------------------------------
Berger Small Cap Value Fund $7,000 N/A N/A
- -----------------------------------------------------------------------------------------------------------
Berger Mid Cap Growth Fund N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------
Berger Mid Cap Value Fund N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------
Berger 100 Fund $396,000 $278,000 $209,000
- -----------------------------------------------------------------------------------------------------------
Berger/BIAM International Fund $ 0 N/A N/A
- -----------------------------------------------------------------------------------------------------------
Berger Growth and Income Fund $26,000 $15,000 $11,000
- -----------------------------------------------------------------------------------------------------------
Berger Balanced Fund N/A N/A N/A
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) No portion of the commission is retained by DSTS. Difference between
commissions paid through DSTS and reduction in expenses constitute commissions
paid to an unaffiliated clearing broker.
(2) Constitutes less than 1% of the aggregate brokerage commissions paid by the
Berger New Generation Fund and less than 1% of the aggregate dollar amount of
transactions placed by the Berger New Generation Fund.
(3) Covers the period from December 31, 1997 (commencement of operations)
through September 30, 1998. Constitutes 2% of the aggregate brokerage
commissions paid by the Berger Select Fund and less than 1% of the aggregate
dollar amount of transactions placed by the Berger Select Fund.
(4) Covers the period from December 31, 1997 (commencement of operations)
through September 30, 1998.
(5) Covers the period from August 12, 1998 (commencement of operations) through
September 30, 1998.
(6) Constitutes 4% of the aggregate brokerage commissions paid by the Berger
100 Fund and less than 1% of the aggregate dollar amount of transactions placed
by the Berger 100 Fund.
(7) Constitutes 1% of the aggregate brokerage commissions paid by the Berger
Growth and Income Fund and less than 1% of the aggregate dollar amount of
transactions placed by the Berger Growth and Income Fund.
Under the Investment Advisory Agreement in effect until February 14,
1997, for the Berger Small Cap Value Fund, the Fund's then advisor was permitted
to place the Fund's brokerage with affiliated brokers, subject to adhering to
certain procedures adopted by the trustees and subject to obtaining prompt
execution of orders at the most favorable net price. Of the brokerage
commissions shown on the Brokerage Commissions table above for periods prior to
February 14, 1997, the following amounts were paid by the Fund to PWM, then the
Fund's advisor, now the Fund's sub-advisor, which is also a registered
broker-dealer.
-50-
<PAGE>
BERGER SMALL CAP VALUE FUND
BROKERAGE COMMISSIONS PAID TO PWM
<TABLE>
<CAPTION>
Fiscal Year Ended Fiscal Year Ended
September 30, 1997(1) December 31, 1996
<S> <C>
$ 138,000 $ 307,000
</TABLE>
(1) The Fund's fiscal year end was changed during 1997. Covers the period
January 1, 1997, through February 14, 1997.
On February 14, 1997, new arrangements for the Berger Small Cap Value
Fund came into effect with shareholder approval and since that time, the
trustees have not authorized the Fund's brokerage to be placed with any broker
or dealer affiliated with the advisor or sub-advisor, except through DSTS under
the circumstances described above.
In selecting broker and dealers and in negotiating commissions, the
Funds' advisors and sub-advisors consider a number of factors, including among
others: the advisor's or sub-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 directors or 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, the advisor or sub-advisor
may also consider payments made by brokers to a Fund or to other persons on
behalf of a Fund for services provided to the Fund for which it would otherwise
be obligated to pay, such as transfer agency fees. In placing portfolio
business with any such broker or dealer, the advisors and sub-advisors of the
Funds will seek the best execution of each transaction.
During the fiscal year ended September 30, 1998, the Berger Growth and
Income Fund acquired securities of two of the Fund's regular broker-dealers,
Merrill Lynch & Co. and Morgan Stanley Dean Witter & Co. However, as of
September 30, 1998, the Fund did not own any of those securities. Also, during
the fiscal year ended September 30, 1998, the Berger Balanced Fund acquired
securities of Merrill Lynch & Co., one of the Fund's regular broker-dealers. As
of September 30, 1998, the Fund owned Merrill Lynch bonds with an aggregate
value of $1,015,955.
7. HOW TO PURCHASE SHARES IN THE FUNDS
<TABLE>
<S> <C>
Minimum Initial Investment $2,000.00
Minimum Subsequent Investment $ 50.00
</TABLE>
To purchase shares in any of the Funds, simply complete the
application form enclosed with the Prospectus. Then mail it with a check
payable to "Berger Funds" to the Funds in care of DST Systems, Inc., the Funds'
sub-transfer agent, as follows:
Berger Funds
P.O. Box 419958
Kansas City, MO 64141
-51-
<PAGE>
If a shareholder is adding to an existing account, shares may also be
purchased by placing an order by telephone call to the Funds at 1-800-551-5849
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 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.
Net asset value for the Berger Small Cap Value Fund is calculated by
class, and since the Investor Shares and each other class of the Fund has its
own expenses, the per share net asset value of the Fund will vary by class.
Since the Berger/BIAM International Fund invests all of its investable
assets in the Berger/BIAM International Portfolio, the value of the Fund's
investable assets will be equal to the value of its beneficial interest in the
Portfolio. The value of securities held in the Portfolio are determined as
described below for the Funds.
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
-52-
<PAGE>
quotations are not readily available or are not representative of market value
may be valued at their fair value determined in good faith pursuant to
consistently applied procedures established by the directors or trustees.
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.
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 may be valued at
their fair value as determined in good faith pursuant to consistently applied
procedures established by the directors or 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, 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 will vary depending upon the Fund's holding periods in the assets whose sale
resulted in the capital gain. Dividends and distributions that are declared in
October, November or December but not distributed until the following January
will be considered to be received by the shareholders on December 31.
In general, net capital gains from assets held by a Fund for more than
12 months will be subject to a maximum tax rate of 20% and net capital gains
from assets held for 12 months or less will be taxed as ordinary income.
Distributions will be subject to these capital gains rates, regardless of how
long a shareholder has held Fund shares.
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
-53-
<PAGE>
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 U.S. Postal Service is unable to deliver checks to
the shareholder's address of record, or if a shareholder's checks remain
uncashed for six months, the Funds reserve the right to reinvest the amount
distributed in additional Fund shares at the then-current NAV and to convert the
shareholder's distribution option from receiving cash to having all dividend and
other distributions reinvested in additional shares. In addition, no interest
will accrue on amounts represented by uncashed distribution or redemption
checks.
TAX ON REDEMPTIONS OF FUND SHARES. Shareholders may be subject to tax
on the redemption of their Fund shares. In general, redemptions may give rise
to a capital gain or loss, the treatment of which will depend on the
shareholder's holding period in the Fund shares. Tax laws may prevent the
deduction of a loss on the sale of Fund shares if the shareholder reinvests in
the Fund shortly before or after the sale giving rise to the loss. Any loss on
the redemption or other sale or exchange of Fund shares held for six months or
less will be treated as a long-term capital loss to the extent of any long-term
capital gain distribution received on the shares.
INCOME FROM FOREIGN SOURCES. Dividends and interest received by the
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 itemized deduction) or, for the Funds that
make an election, 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 tax
and IRS interest charges. However, the Fund may be eligible to elect one of two
alternative tax treatments with respect to PFIC shares which would avoid these
taxes and charges, but also may affect, among other things, the amount and
character of gain or loss and the timing of the recognition of income with
respect to PFIC shares. Accordingly, the amounts, character and timing of
income distributed to shareholders of a Fund holding PFIC shares may differ
substantially as compared to a fund that did not invest in PFIC shares.
INCOME FROM CERTAIN TRANSACTIONS. Some or all of the 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 against the box") that reduces the risk of
loss on an appreciated financial position that it already holds, the entry into
the transaction may constitute a constructive sale and require immediate
recognition of gain.
BACKUP WITHHOLDING. In general, if a shareholder is subject to backup
withholding, 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.
-54-
<PAGE>
TAX STATUS OF THE BERGER/BIAM INTERNATIONAL PORTFOLIO. The
Berger/BIAM International Portfolio, in which the Berger/BIAM International Fund
invests all its investable assets, has in previous years been classified as a
partnership for U.S. federal income tax purposes, and it intends to retain that
classification. The Berger/BIAM International Fund is treated for various
federal tax purposes as owning an allocable share of the Portfolio's assets and
will be allocated a share of the Portfolio's income, gain and loss.
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
redeeming shareholder may have difficulty selling the securities and recovering
the amount of the redemption if the securities are illiquid. The method of
valuing securities used to make redemption in-kind will be the same as the
method of valuing portfolio securities described under Section 8.
11. TAX-SHELTERED RETIREMENT PLANS
The 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 Retirement Account (IRA), a
Roth IRA and a 403(b) Custodial Account for adoption by employers and
individuals who wish to participate in such Plans. For information on other
types of retirement plans offered by the 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.
-55-
<PAGE>
If you wish to purchase shares of any Fund in conjunction with one or
both of these tax-qualified plans, you may use an Internal Revenue Service
approved prototype Trust Agreement and Retirement Plan available from the Funds.
IFTC serves as trustee of the Plan, for which it charges an annual trustee's fee
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 are married and you file a joint return, you and your spouse
together may make contributions totaling up to $4,000 to two IRAs (with no more
than $2,000 being contributed to either account) if your joint income is $4,000
or more, even if one spouse has no earned income. If neither you nor your
spouse are active participants in an existing qualified retirement plan, or if
your income does not exceed certain amounts, the amounts contributed to your IRA
can be deducted for Federal income tax purposes whether or not your deductions
are itemized. If you or your spouse are covered by an existing qualified
retirement plan, the deductibility of your IRA contributions will be phased out
for federal income tax purposes if your income exceeds specified amounts,
although the income level at which your IRA contributions will no longer be
deductible is higher if only your spouse (but not you) is an active participant.
However, whether your contributions are deductible or not, the income and
capital gains accumulated in your IRA are not taxed until the account is
distributed.
If you wish to create an IRA to invest in shares of any Fund, you may
use the Fund's IRA custodial agreement form which is an adaptation of the form
provided by the Internal Revenue Service. Under the IRA custodial agreement,
IFTC will serve as custodian, for which it will charge an annual custodian fee
for each Fund or Cash Account Trust Money Market Portfolio in which the IRA is
invested.
-56-
<PAGE>
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.
ROTH IRA
If you are an individual with compensation or earned income, you may
contribute up to the lesser of $2,000 or 100% of your compensation to a Roth
IRA, as long as your income does not exceed a specified income level ($95,000
for single individuals, $150,000 for married individuals filing jointly). A
Roth IRA is similar in many respects to a traditional IRA, as described above.
However, the maximum amount you may contribute to a Roth IRA is phased out
between that income level and a maximum income amount ($110,000 and $160,000,
respectively), and you may not make any contribution at all to a Roth IRA if
your income exceeds the maximum income amount. Also, you can make contributions
to a Roth IRA even after you reach age 70-1/2, and you are not required to take
distributions from a Roth IRA prior to your death.
Contributions to a Roth IRA are not deductible for federal income tax
purposes. However, the income and capital gains accumulated in a Roth IRA are
not taxed while held in the IRA, and distributions can be taken tax-free if the
Roth IRA has been established for a minimum of five years and the distribution
is after age 59-1/2, for a first time home purchase, or upon death or
disability.
An individual with an income of less than $100,000 who is not married
filing separately can roll his or her existing IRA into a Roth IRA. However,
the individual must pay taxes on the taxable amount of the traditional IRA
account balance. Individuals who complete the rollover in 1998 will be
permitted to spread the tax liability over a four-year period. After 1996, all
taxes on such a rollover will be due in the year in which the rollover is made.
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
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another 403(b) account or annuity or an individual retirement account (IRA).
You may not be able to receive distributions immediately upon request because of
certain notice requirements under federal tax law. Since distributions which do
not satisfy these requirements can result in adverse tax consequences,
consultation with an attorney or tax advisor regarding the 403(b) Custodial
Account is recommended. You should also consult with your tax advisor about
state taxation of your account.
Individuals who wish to purchase shares of a Fund in conjunction with
a 403(b) Custodial Account may use a Custodian Account Agreement and related
forms available from the Funds. IFTC serves as custodian of the 403(b)
Custodial Account, for which it charges an annual custodian fee for each Fund or
Cash Account Trust Money Market Portfolio in which the participant's account is
invested.
In order to receive the necessary materials to create a 403(b)
Custodial Account, please write to the Funds, c/o Berger Associates, Inc., P.O.
Box 5005, Denver, Colorado 80217, or call 1-800-333-1001.
12. EXCHANGE PRIVILEGE AND SYSTEMATIC WITHDRAWAL PLAN
A shareholder who owns shares of any of the Funds worth at least
$5,000 at the current net asset value may establish a Systematic Withdrawal
account from which a fixed sum will be paid to the shareholder at regular
intervals by the Fund in which the shareholder is invested.
To establish a Systematic Withdrawal account, the 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
any 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 any
of the Funds or Berger Associates. Berger Associates is compensated for
administrative services it performs with respect to the Berger CAT Portfolios.
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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 any 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.
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.,
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,
Morgan Stanley Capital International EAFE (Europe, Australasia, Far East) Index,
the Dow Jones World 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
of return are calculated pursuant to the following formula: P(1 + T)TO THE
POWER OF n = ERV
(where P = a hypothetical initial payment of $1,000, T = the average annual
total return, n = the number of years and ERV = the ending redeemable value of a
hypothetical $1,000 payment made at the beginning of the period). All total
return figures reflect the deduction of a proportional share of Fund expenses on
an annual basis, and assume that all dividends and distributions are reinvested
when paid.
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PREDECESSOR PERFORMANCE QUOTATIONS
BERGER/BIAM INTERNATIONAL FUND. The Berger/BIAM International
Portfolio (in which all the investable assets of the Berger/BIAM International
Fund are invested) commenced operations upon the transfer to the Portfolio of
assets held in a pooled trust (the "Pool") maintained by Citizens Bank New
Hampshire, for which BIAM had provided day-to-day portfolio management as
sub-advisor since the inception of the Pool. At that time, BIAM's bank holding
company parent indirectly owned a 23.5% interest in the parent of Citizens Bank
New Hampshire. The investment objective, policies, limitations, guidelines and
strategies of the Pool were materially equivalent to those of the Berger/BIAM
International Fund and the Portfolio. Assets from the Pool were transferred on
October 11, 1996, to a separate "feeder" fund investing in the Portfolio which,
in turn, transferred those assets to the Portfolio in exchange for an interest
in the Portfolio. As a result of this transaction, the investment holdings in
the Portfolio were the same as the investment holdings in the portfolio of the
Pool immediately prior to the transfer, except for the seed capital provided by
Berger Associates.
The Pool was not a registered investment company since it was exempt
from registration under the Investment Company Act of 1940 (the "1940 Act").
Since, in a practical sense, the Pool constitutes the "predecessor" of the
Portfolio, the Fund calculates its performance for periods commencing prior to
the transfer of the Pool's assets to the Portfolio by including the Pool's total
return, adjusted at that time to reflect any increase in fees and expenses
applicable in operating the Fund, including the Fund's pro rata share of the
aggregate annual operating expenses, net of fee waivers, of the Portfolio.
Those fees and expenses included 12b-1 fees.
Performance data quoted for the Berger/BIAM International Fund for
periods prior to October 1996 include the performance of the Pool and include
periods before the Fund's and the Portfolio's registration statements became
effective. As noted above, the Pool was not registered under the 1940 Act and
thus was not subject to certain investment restrictions that are imposed on the
Fund and the Portfolio by the 1940 Act. If the Pool had been registered under
the 1940 Act, the Pool's performance might have been adversely affected.
BERGER SMALL CAP VALUE FUND. Shares of the Berger Small Cap Value
Fund had no class designations until February 14, 1997, when all of the
then-existing shares were designated as Institutional Shares and the Fund
commenced offering the Investor Shares covered in this Statement of Additional
Information. Performance data for the Investor Shares include periods prior to
the adoption of class designations on February 14, 1997, and therefore do not
reflect the 0.25% per year 12b-1 fee applicable to the Investor Shares. Total
return of the Investor Shares and other classes of shares of the Fund will be
calculated separately. Because each class of shares is subject to different
expenses, the performance of each class for the same period will differ.
AVERAGE ANNUAL TOTAL RETURNS
The average annual total return for each of the Funds for various
periods ending September 30, 1998, are shown on the following table:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
FUND 1-YEAR 3-YEAR 5-YEAR 10-YEAR LIFE OF FUND
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Berger New Generation Fund (13.99)% N/A N/A N/A 12.27%
(since 3/29/96)
- -----------------------------------------------------------------------------------------------------------------------
Berger Select Fund N/A N/A N/A N/A 32.60%(1)
(since 12/31/97)
- -----------------------------------------------------------------------------------------------------------------------
Berger Small Company Growth Fund (24.70)% 5.18% N/A N/A 11.57%
(since 12/30/93)
- -----------------------------------------------------------------------------------------------------------------------
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- -----------------------------------------------------------------------------------------------------------------------
Berger Small Cap Value Fund - (10.98)% 15.35% 15.97% 13.24% 13.88%
Investor Shares(2) (since 10/21/87)(3)
- -----------------------------------------------------------------------------------------------------------------------
Berger Mid Cap Growth Fund N/A N/A N/A N/A 9.30%(1)
(since 12/31/97)
- -----------------------------------------------------------------------------------------------------------------------
Berger Mid Cap Value Fund N/A N/A N/A N/A (6.70)%(1)
(since 8/12/98)
- -----------------------------------------------------------------------------------------------------------------------
Berger 100 Fund (16.08)% 5.09% 5.79% 16.18% 13.97%
(since 9/30/74)(4)
- -----------------------------------------------------------------------------------------------------------------------
Berger/BIAM International Fund(5) (8.46)% 5.78% 8.12% N/A 10.77%
(since 7/31/89)
- -----------------------------------------------------------------------------------------------------------------------
Berger Growth and Income Fund (1.60)% 13.58% 11.45% 14.01% 13.68%
(since 9/30/74)(4)
- -----------------------------------------------------------------------------------------------------------------------
Berger Balanced Fund 56.77% N/A N/A N/A 56.77%
(since 9/30/97)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Not annualized.
(2) Performance data for the Investor Shares include periods prior to the
Fund's adoption of class designations on February 14, 1997, and therefore do not
reflect the 0.25% per year 12b-1 fee applicable to the Investor Shares, which
came into effect on that date.
(3) Covers the period from October 21, 1987 (date of the Fund's first public
offering) through September 30, 1998.
(4) Life of Fund covers the period from September 30, 1974 (immediately prior
to Berger Associates assuming the duties as the investment advisor for those
Funds) through September 30, 1998. Since the 12b-1 fees for the Berger 100 Fund
and the Berger Growth and Income Fund did not take effect until June 19, 1990,
the performance figures on the table do not reflect the deduction of the 12b-1
fees for the full length of the 10-year and longer periods.
(5) Data for the Berger/BIAM International Fund covering periods prior to
October 11, 1996, reflect the performance of the pool of assets transferred on
that date into the Berger/BIAM International Portfolio in which all of the
Fund's assets are invested, adjusted at that time to reflect any increase in
expenses expected in operating the Fund, including the Fund's pro rata share of
the aggregate annual operating expenses, of the Portfolio net of fee waivers.
14. ADDITIONAL INFORMATION
FUND ORGANIZATION
BERGER 100 FUND AND BERGER GROWTH AND INCOME FUND. The Berger 100 Fund and
Berger Growth and Income Fund are separate corporations which were incorporated
under the laws of the State of Maryland on March 10, 1966, as "The One Hundred
Fund, Inc." and "The One Hundred and One Fund, Inc.", respectively. The names
"Berger One Hundred Fund-Registered Trademark-", "Berger 100 Fund-Registered
Trademark-", "Berger One Hundred and One Fund-Registered Trademark-" and "Berger
101 Fund-Registered Trademark-" were adopted by the respective Funds as service
marks and trade names in November 1989 and were registered as service marks in
December 1991. In 1990, the shareholders of the Berger Growth and Income Fund
approved changing its formal corporate name to "Berger One Hundred and One Fund,
Inc." and the Fund began doing business under the trade name "Berger Growth and
Income Fund, Inc." in January 1996. The name "Berger Growth and Income
Fund-Registered Trademark-" was registered as a service mark in August 1998.
Each of the Berger 100 Fund and the Berger Growth and Income Fund has
only one class of securities, its Capital Stock, with a par value of one cent
per share, of which 200,000,000 shares are authorized for issue by the
Berger 100 Fund and 100,000,000 shares are
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authorized for issue by the Berger Growth and Income Fund. Shares of the Funds
are fully paid and nonassessable when issued. All shares issued by a Fund
participate equally in dividends and other distributions by the Fund, and in the
residual assets of the Fund in the event of its liquidation.
BERGER SMALL COMPANY GROWTH FUND, BERGER NEW GENERATION FUND, BERGER
BALANCED FUND, BERGER SELECT FUND, BERGER MID CAP GROWTH FUND AND BERGER MID CAP
VALUE FUND. The Berger Small Company Growth Fund is a separate series
established on August 23, 1993, under the Berger Investment Portfolio Trust, a
Delaware business trust established under the Delaware Business Trust Act. The
name "Berger Small Company Growth Fund-Registered Trademark-" was registered as
a service mark in September 1995. The Berger New Generation Fund was the second
series created under the Berger Investment Portfolio Trust, established on
December 21, 1995. The name "Berger New Generation Fund-Registered Trademark-"
was registered as a service mark in December 1996. The Berger Balanced Fund was
the third series created under the Berger Investment Portfolio Trust,
established on August 22, 1997. The name "Berger Balanced Fund-Registered
Trademark-" was registered as a service mark in September 1998. The Berger
Select Fund and the Berger Mid Cap Growth Fund were the fourth and fifth series
created under the Trust, established on November 13, 1997. The Berger Mid Cap
Value Fund was the sixth series created under the Berger Investment Portfolio
Trust, established on May 21, 1998.
The Trust is authorized to issue an unlimited number of shares of
beneficial interest in series or portfolios. Currently, the Funds named above
are the only 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.
BERGER/BIAM INTERNATIONAL FUND. The Berger/BIAM Worldwide Funds Trust is a
Delaware business trust organized on May 31, 1996. The Berger/BIAM
International Fund was established on May 31, 1996, as a series of the Trust.
The name "Berger/BIAM International Fund-Registered Trademark-" was registered
as a service mark in September 1998. The Trust is authorized to issue an
unlimited number of shares of beneficial interest in series or portfolios.
Currently, the series comprising the Fund is one of three 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 Fund are fully paid and
non-assessable when issued. Each share has a par value of $.01. All shares
issued by the Fund participate equally in dividends and other distributions by
the Fund, and in the residual assets of the Fund in the event of its
liquidation.
Berger/BIAM Worldwide Portfolios Trust is also a Delaware business
trust organized on May 31, 1996. The Berger/BIAM International Portfolio (in
which all the investable assets of the Berger/BIAM International Fund are
invested) was established on May 31, 1996, as a series of that Trust. Like the
Berger/BIAM International Fund, the Portfolio is a diversified, open-end
management investment company. The Portfolio commenced operations upon the
transfer to the Portfolio of assets held in a pooled trust. See "Performance
Information -- Predecessor Performance Data -- Berger/BIAM International Fund"
above for additional information on the asset transfer. The Berger/BIAM
Worldwide Portfolios Trust is authorized to sell unlimited interests in series
or portfolios. Interests may be divided into classes. Currently, the series
comprising the Portfolio is the only series established under that Trust,
although others may be added in the future.
Each investor in the Portfolio, including the Fund, is entitled to a
vote in proportion to the amount of its investment in the Portfolio. Whenever
the Fund is requested to vote as an investor in the Portfolio on matters
pertaining to the Portfolio (other than a vote by the Fund to continue the
operation of the Portfolio upon the withdrawal of another investor in the
Portfolio), the Fund will hold a meeting of its shareholders and will cast all
of its votes as an investor in the Portfolio in the same proportion as directed
by the votes of the Fund's shareholders. Fund shareholders who do not
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<PAGE>
vote will not affect the votes cast by the Fund at the meeting of the Portfolio
investors. The percentage of the votes representing the Fund's shareholders who
do not vote will be voted by the Fund in the same proportion as the Fund's
shareholders who do, in fact, vote.
BERGER SMALL CAP VALUE FUND. The Berger Small Cap Value Fund was
originally organized in November 1984 as a Delaware corporation. In May 1990,
the Fund was reorganized from a Delaware corporation into a Massachusetts
business trust known as The Omni Investment Fund. Pursuant to the Fund's
reorganization, the Fund as a series of the Trust assumed all of the assets and
liabilities of the Fund as a Delaware corporation, and Fund shareholders
received shares of the Massachusetts business trust equal both in number and net
asset value to their shares of the Delaware corporation. All references in this
Statement of Additional Information to the Fund and all financial and other
information about the Fund prior to such reorganization are to the Fund as a
Delaware corporation. All references after such reorganization are to the Fund
as a series of the Trust. On February 14, 1997, the name of the Trust was
changed to Berger Omni Investment Trust and the name of the Fund was changed to
the Berger Small Cap Value Fund. The name "Berger Small Cap Value
Fund-Registered Trademark-" was registered as a service mark in September 1998.
The Trust is authorized to issue an indefinite number of shares of
beneficial interest having a par value of $0.01 per share, which may be issued
in any number of series. Currently, the Fund is the only series established
under the Trust, although others may be added in the future. The shares of each
series of the Trust are permitted to be divided into classes. Currently, the
Fund issues two classes of shares, although others may be added in the future.
Under the Fund's Declaration of Trust, each trustee will continue in
office until the termination of the Trust or his or her earlier death,
resignation, incapacity, retirement or removal. Vacancies will be filled by a
majority vote of the remaining trustees, subject to the provisions of the
Investment Company Act of 1940. Shareholders have the power to vote for the
election and removal of trustees, to terminate or reorganize the Trust, to amend
the Declaration of Trust, and on any other matters on which a shareholder vote
is required by the Investment Company Act of 1940, the Declaration of Trust, the
Trust's bylaws or the trustees.
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.
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<PAGE>
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.
MASSACHUSETTS BUSINESS TRUST INFORMATION. Under Massachusetts law,
shareholders of the Berger Small Cap Value Fund could, under certain
circumstances, be held personally liable for the obligations of the Fund.
However, the Declaration of Trust of the Berger Omni Investment Trust, of which
the Fund is a series, disclaims shareholder liability for acts or obligations of
the Fund and requires that notice of such disclaimer be given in each agreement,
obligation, or instrument entered into or executed by the Fund or the trustees.
The Declaration of Trust provides for indemnification out of the property of the
Fund for all loss and expense of any shareholder of the Fund held personally
liable for the obligations of the Fund. Accordingly, the risk of a shareholder
incurring financial loss on account of shareholder liability is limited to
circumstances in which the Fund would be unable to meet its obligations. The
Trust believes that the risk of personal liability to shareholders of the Fund
is therefore remote. The trustees intend to conduct the operations of the Fund
to avoid, to the extent possible, liability of shareholders for liabilities of
the Fund.
CORPORATE GOVERNANCE INFORMATION PERTAINING TO ALL FUNDS. None of the
Funds is required to hold annual shareholder meetings unless required by the
Investment Company Act of 1940 or other applicable law or unless called by the
directors or trustees. If shareholders owning at least 10% of the outstanding
shares of the Berger 100 Fund, the Berger Growth and Income Fund or any of the
Trusts so request, a special shareholders' meeting of that Fund or Trust will be
held for the purpose of considering the removal of a director or 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 any of those Funds or Trusts so
request. Subject to certain limitations, the Funds/Trusts will facilitate
appropriate communications by shareholders desiring to call a special meeting
for the purpose of considering the removal of a director or trustee.
Shareholders of the Funds and, where applicable, the other
series/classes of the same business trust, generally vote separately on matters
relating to those respective series/classes, although they vote together and
with the holders of any other series/classes of the 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
directors or trustees can elect 100% of the directors or trustees if they choose
to do so and, in such event, the holders of the remaining less than 50% of the
shares voting for the election of directors or trustees will not be able to
elect any person or persons as directors or trustees.
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, except that
shareholders of any class of the Berger Small Cap Value Fund may convert their
shares into shares of any other class of the Fund in the event and only in the
event the shareholder ceases to be eligible to purchase or hold shares of the
original class, or becomes eligible to purchase shares of a different class, by
reason of a change in the shareholder's status under the conditions of
eligibility in effect for such class at that time. Shares of the Funds may be
transferred by endorsement, or other customary methods, but none of the Funds is
bound to recognize any transfer until it is recorded on its books.
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MORE INFORMATION ON SPECIAL FUND STRUCTURES
MULTI-CLASS. All of the Funds are permitted to divide their shares
into classes. However, currently, only the Berger Small Cap Value Fund has
divided its shares into classes and has two classes of shares outstanding, the
Investor Shares covered by this SAI and the Institutional Shares offered through
a separate Prospectus and SAI. The Berger Small Cap Value Fund implemented its
multi-class structure by adopting a Rule 18f-3 Plan under the 1940 Act
permitting it to issue its shares in classes. The Fund's Rule 18f-3 Plan
governs such matters as class features, dividends, voting, allocation of income
and expenses between classes, exchange and trustee monitoring of the Plan. Each
class is subject to such investment minimums and other conditions of eligibility
as are set forth in the relevant prospectus for the class, as it may be amended
from time to time. Institutional Shares are designed for institutional,
individual and other investors willing to maintain a higher minimum account
balance, currently set at $100,000. Information concerning Institutional Shares
is available from the Fund at 1-800-706-0539.
Subject to the Trust's Declaration of Trust and any other applicable
provisions, the trustees of the Trust have the authority to create additional
classes, or change existing classes, from time to time, in accordance with Rule
18f-3 under the Act.
MASTER/FEEDER. Unlike other mutual funds that directly acquire and
manage their own portfolios of securities, the Berger/BIAM International Fund
(referred to as a feeder fund) seeks to achieve its investment objective by
investing all of its investable assets in the Berger/BIAM International
Portfolio (referred to as a master fund). This two-tier structure is commonly
known as a master/feeder. The Fund has the same investment objective and
policies as the Portfolio. The Fund will invest only in the Portfolio, and the
Fund's shareholders will therefore acquire only an indirect interest in the
investments of the Portfolio. The master/feeder fund structure is still
relatively new and lacks a substantial history.
In addition to selling a beneficial interest to the Fund, the
Portfolio may sell beneficial interests to other mutual funds or institutional
investors (that is, other feeder funds). Such investors will invest in the
Portfolio on the same terms and conditions and will pay their proportionate
share of the Portfolio's expenses. However, the other investors investing in
the Portfolio are not required to issue their shares at the same public offering
price as the Fund due to potential differences in expense structures.
Accordingly, investors in the Fund should be aware that these differences may
result in differences in returns experienced by investors in the different funds
that invest in the Portfolio. Such differences in returns are common in this
type of mutual fund structure and are also present in other mutual fund
structures. Information concerning other investors in the Portfolio (for
example, other feeder funds) is available from the Fund at 1-800-706-0539.
Currently, there are two other feeder funds that also invest all of their
investable assets in the Portfolio: the International Equity Fund (designed for
eligible trusts or bank trust departments), and the Berger/BIAM International
CORE Fund, both of which have a minimum balance requirement of $1,000,000.
The investment objective of the Fund may not be changed without the
approval of the Fund's shareholders. The investment objective of the Portfolio
may not be changed without the approval of the investors in the Portfolio,
including the Fund. If the objective of the Portfolio changes and the
shareholders of the Fund do not approve a parallel change in the Fund's
investment objective, the trustees of the Trust will consider other
alternatives, including seeking an alternative investment vehicle or directly
retaining the Fund's own investment advisor.
Smaller funds investing in the Portfolio may be materially affected by
the actions of larger funds investing in the Portfolio. For example, if a
larger fund invests or withdraws from the Portfolio, the remaining funds may
experience lower or higher pro rata operating expenses. Lower returns could
possibly result from a large withdrawal. However, this possibility also exists
for traditionally structured funds which have large or institutional investors.
Also, a fund with a greater
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<PAGE>
pro rata ownership in the Portfolio could have effective voting control over the
operations of the Portfolio.
Whenever the Fund is requested to vote as an investor in the Portfolio
on matters pertaining to the Portfolio (other than a vote by the Fund to
continue the operation of the Portfolio upon the withdrawal of another investor
in the Portfolio), the Fund will hold a meeting of its shareholders and will
cast all of its votes as an investor in the Portfolio in the same proportion as
directed by the votes of the Fund's shareholders. Fund shareholders who do not
vote will not affect the votes cast by the Fund at the meeting of the Portfolio
investors. The percentage of the votes representing the Fund's shareholders who
do not vote will be voted by the Fund in the same proportion as the Fund's
shareholders who do, in fact, vote.
The Fund may withdraw its investment in the Portfolio at any time, if
the trustees of the Trust determine that it is in the best interests of the Fund
to do so. Certain changes in the Portfolio's investment objective, policies and
limitations may require the Fund to withdraw its investment in the Portfolio.
Upon any such withdrawal, the trustees would consider what action might be
taken, including investing the Fund's assets in another pooled investment entity
having the same investment objective and policies as the Fund or retaining an
investment advisor to manage the Fund's assets in accordance with the investment
policies described above with respect to the Portfolio. Any such withdrawal
could result in a distribution in-kind of portfolio securities (as opposed to a
cash distribution) from the Portfolio. If securities are distributed, the Fund
could incur brokerage, tax or other charges in converting the securities to
cash. In addition, a distribution in-kind may adversely affect the liquidity of
the Fund.
The trustees of the Berger/BIAM Worldwide Funds Trust and the
Berger/BIAM Worldwide Portfolios Trust are the same individuals. A majority of
the trustees of each of those Trusts who are not "interested persons" (as
defined in the Investment Company Act of 1940) of either Trust have adopted
written procedures reasonably appropriate to deal with potential conflicts of
interest arising from the fact that the same individuals are trustees of both
Trusts, up to and including creating a new board of trustees for one or the
other of the Trusts.
PRINCIPAL SHAREHOLDERS
Insofar as the management of the Funds is aware, as of January 10, 1999, no
person owned, beneficially or of record, more than 5% of the outstanding shares
of any of the Funds, except for the following:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
OWNER FUND PERCENTAGE
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Charles Schwab & Co. Inc. ("Schwab") Berger New Generation Fund 17.50%
101 Montgomery Street ----------------------------------------------------------------
San Francisco, CA 94104 Berger Select Fund 44.48%
----------------------------------------------------------------
Berger Small Company Growth Fund 21.53%
----------------------------------------------------------------
Berger Small Cap Value Fund (Investor Shares) 29.44%
----------------------------------------------------------------
Berger Mid Cap Growth Fund 20.67%
----------------------------------------------------------------
Berger Mid Cap Value Fund 47.75%
----------------------------------------------------------------
Berger 100 Fund 22.11%
----------------------------------------------------------------
Berger/BIAM International Fund 27.66%
- ------------------------------------------------------------------------------------------------------------
-66-
<PAGE>
- ------------------------------------------------------------------------------------------------------------
Berger Growth and Income Fund 26.07%
----------------------------------------------------------------
Berger Balanced Fund 28.65%
- ------------------------------------------------------------------------------------------------------------
National Financial Services Berger New Generation Fund 7.76%
Corporation ("Fidelity") ----------------------------------------------------------------
82 Devonshire Street, R20A Berger Select Fund 19.23%
Boston, MA 02109 ----------------------------------------------------------------
Berger Mid Cap Growth Fund 6.52%
----------------------------------------------------------------
Berger Small Company Growth Fund 7.19%
----------------------------------------------------------------
Berger Small Cap Value Fund (Investor Shares) 24.57%
----------------------------------------------------------------
Berger/BIAM International Fund 5.07%
----------------------------------------------------------------
Berger Balanced Fund 12.88%
- ------------------------------------------------------------------------------------------------------------
Donaldson Lufkin & Jenrette ("DLJ") Berger Select Fund 6.41%
SEC Corp Pershing Division ----------------------------------------------------------------
P.O. Box 2052 Berger Small Cap Value Fund (Investor Shares) 13.88%
Jersey City, NJ 07383 ----------------------------------------------------------------
Berger Associates, Inc. Berger Balanced Fund 11.19%
210 University Blvd. ----------------------------------------------------------------
Denver, CO 80206 Berger Mid Cap Growth Fund 11.33%
- ------------------------------------------------------------------------------------------------------------
</TABLE>
In addition, Schwab owns of record 22.49%, and Fidelity owns of record
7.64%, of all the outstanding shares of the Berger Investment Portfolio Trust,
of which the Berger New Generation Fund, the Berger Select Fund, the Berger
Small Company Growth Fund, the Berger Mid Cap Growth Fund, the Berger Mid Cap
Value Fund and the Berger Balanced Fund are outstanding series. Schwab also
owns of record 21.53%, Fidelity owns of record 15.21% and DLJ owns of record
10.20%, of all the outstanding shares of the Berger Omni Investment Trust, of
which the Berger Small Cap Value Fund - Investor Shares class is one of two
outstanding classes in the only outstanding series. In addition, Schwab also
owns of record 24.08% of the outstanding shares of the Berger/BIAM Worldwide
Funds Trust, of which the Berger/BIAM International Fund is one of three
outstanding series.
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. David J. Schultz, Chief Financial Officer, Assistant Secretary
and Treasurer of the Distributor, is also Vice President and Treasurer of the
Funds. Janice M. Teague, Vice President and Secretary of the Distributor, is
also Vice President and Secretary of the Funds. Brian Ferrie, Vice President
and Chief Compliance Officer of the Distributor, is also Vice President of the
Funds.
Each of the Funds and the Distributor are parties to a Distribution
Agreement that continues through April 1999 or 2000, and thereafter from year to
year if such continuation is
-67-
<PAGE>
specifically approved at least annually by the directors or trustees or by vote
of a majority of the outstanding shares of the Fund and in either case by vote
of a majority of the directors or trustees who are not "interested persons" (as
that term is defined in the 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
The Funds have each filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933, as
amended, with respect to the securities of the Funds of which this Statement of
Additional Information is a part. If further information is desired with respect
to any of the Funds or such securities, reference is made to the Registration
Statements and the exhibits filed as a part thereof.
Davis, Graham & Stubbs LLP, 370 Seventeenth Street, Denver, Colorado,
acts as counsel to the Funds.
INDEPENDENT ACCOUNTANTS
PricewaterhouseCoopers LLP, 950 Seventeenth Street, Denver, Colorado,
acted as independent accountants for each of the Funds for the fiscal year ended
September 30, 1998. In that capacity, PricewaterhouseCoopers LLP audited the
financial statements of the Funds referenced below under "Financial Information"
and assisted the Funds in connection with the preparation of their 1997 income
tax returns.
FINANCIAL INFORMATION
The following financial statements for each of the Funds are
incorporated herein by reference from the Annual Report to Shareholders of the
Funds dated September 30, 1998, in each case along with the Report of
Independent Accountants thereon dated October 30, 1998:
For the Berger New Generation Fund, the Berger Select Fund, the Berger Small
Company Growth Fund, the Berger Small Cap Value Fund, the Berger Mid Cap
Growth Fund, the Berger Mid Cap Value Fund, the Berger 100 Fund, the Berger
Balanced Fund and the Berger Growth and Income Fund:
Schedule of Investments as of September 30, 1998
Statement of Assets and Liabilities as of September 30, 1998
Statement of Operations for the Fiscal Year/Period Ended September
30, 1998
Statement of Changes in Net Assets for each of the periods indicated
Notes to Financial Statements, September 30, 1998
Financial Highlights for each of the periods indicated
For the Berger/BIAM International Fund:
Statement of Assets and Liabilities as of September 30, 1998
Statement of Operations for the Fiscal Year Ended September 30, 1998
Statement of Changes in Net Assets for the Fiscal Year Ended
September 30, 1998, and for the Period November 7, 1996 (Commencement
of Investment Operations) to September 30, 1997
Notes to Financial Statements, September 30, 1998
Financial Highlights for the Fiscal Year Ended September 30, 1998,
and for the Period November 7, 1996 (Commencement of Investment
Operations) to September 30, 1997
For the Berger/BIAM International Portfolio:
Schedule of Investments as of September 30, 1998
Statement of Assets and Liabilities as of September 30, 1998
Statement of Operations for the Fiscal Year Ended September 30, 1998
Statement of Changes in Net Assets for the Fiscal Year Ended
September 30, 1998, and for the Period October 11, 1996 (Commencement
of Investment Operations) to September 30, 1997
Ratios/Supplementary Data for the Fiscal Year Ended September 30,
1998, and for the Period October 11, 1996 (Commencement of Investment
Operations) to September 30, 1997
Notes to Financial Statements, September 30, 1998.
The above-referenced Annual Report is enclosed with a copy of this
SAI. Additional copies of that Annual Report may be obtained upon request
without charge by calling the Funds at 1-800-333-1001.
-68-
<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. None 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
director or 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
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<PAGE>
generally based upon historical events and do not necessarily reflect the
future. In addition, there is a period of time between the issuance of a rating
and the update of the rating, during which time a published rating may be
inaccurate.
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 23. EXHIBITS
The Exhibit Index following the signature pages below is incorporated
herein by reference.
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
None.
Item 25. 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 26. 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 Funds Family -- Investment Managers" 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 November 16, 1998), which
information from such schedules is incorporated herein by reference.
The business of Perkins, Wolf, McDonnell & Company ("PWM"), sub-advisor to
the Berger Mid Cap Value Fund, is also described in the Prospectus and in
Section 4 of the Statement of Additional Information. Information relating to
the business and other connections of the officers and directors of PWM (current
and for the past two years) is listed in Schedule A of PWM's Form ADV (File No.
801-19974), as filed with the Securities and Exchange Commission on July 28,
1994, and in Schedules D of PWM's Form ADV, as filed with the Securities and
Exchange Commission on March 24, 1986, and April 2, 1990, which information from
such schedules is incorporated herein by reference.
C-1
<PAGE>
Item 27. PRINCIPAL UNDERWRITERS
(a) Investment companies for which the Fund's principal underwriter
also acts as principal underwriter, depositor or investment adviser:
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 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
- --------------------------------------------------------------------------------
David G. Mertens President, CEO and None
Director
- --------------------------------------------------------------------------------
David J. Schultz Chief Financial Vice President and
Officer, Assistant Treasurer
Secretary and
Treasurer
- --------------------------------------------------------------------------------
Brian Ferrie Vice President and Vice President
Chief Compliance
Officer
- --------------------------------------------------------------------------------
Mark S. Sunderhuse Director None
- --------------------------------------------------------------------------------
Janice M. Teague Vice President and Vice President and
Secretary Secretary
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
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 28. 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:
C-2
<PAGE>
(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"), 801
Pennsylvania, Kansas City, Missouri 64105. Other records of the
Registrant relating to purchases and sales; the Trust Instrument,
minute books and other trust records; brokerage orders;
performance information and other records are maintained at the
offices of the Registrant at 210 University Boulevard, Suite 900,
Denver, Colorado 80206.
(c) Certain records relating to day-to-day portfolio management of
the Berger Mid Cap Value Fund are kept at the offices of its
sub-adviser, Perkins, Wolf, McDonnell & Company, 53 West Jackson
Boulevard, Suite 818, Chicago, Illinois 60604.
Item 29. MANAGEMENT SERVICES
The Registrant has no management-related service contract which is not
discussed in Parts A and B of this form.
Item 30. UNDERTAKINGS
Not applicable.
C-3
<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 22nd day of January, 1999.
BERGER INVESTMENT PORTFOLIO TRUST
(Registrant)
By 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 January 22, 1999
- -------------------------- Executive Officer)
Gerard M. Lavin and Director
David J. Schultz Vice President and January 22, 1999
- -------------------------- Treasurer (Principal
David J. Schultz Financial Officer)
John Paganelli Assistant Treasurer January 22, 1999
- -------------------------- (Principal Accounting
John Paganelli Officer)
/s/ Dennis E. Baldwin Trustee January 22, 1999
- --------------------------
Dennis E. Baldwin*
/s/ William M.B. Berger Trustee January 22, 1999
- --------------------------
William M.B. Berger*
/s/ Louis R. Bindner Trustee January 22, 1999
- --------------------------
Louis R. Bindner*
C-4
<PAGE>
/s/ Katherine A. Cattanach Trustee January 22, 1999
- --------------------------
Katherine A. Cattanach*
/s/ Paul R. Knapp Trustee January 22, 1999
- --------------------------
Paul R. Knapp*
/s/ Harry T. Lewis, Jr. Trustee January 22, 1999
- --------------------------
Harry T. Lewis, Jr.*
/s/ Michael Owen Trustee January 22, 1999
- --------------------------
Michael Owen*
/s/ William Sinclaire Trustee January 22, 1999
- --------------------------
William Sinclaire*
Gerard M. Lavin
- --------------------------
*By Gerard M. Lavin
Attorney-in-Fact
C-5
<PAGE>
BERGER INVESTMENT PORTFOLIO TRUST
EXHIBIT INDEX
N-1A EDGAR
Exhibit Exhibit
No. No. Name of Exhibit
- ------------- ---------- ----------------------
(1) Exhibit 23(a) Trust Instrument
(2) Exhibit 23(b) Bylaws
Exhibit 23(c) Not applicable
(3) Exhibit 23(d)-1 Form of Investment Advisory
Agreement for Berger Small Company
Growth Fund
(4) Exhibit 23(d)-2 Form of Investment Advisory
Agreement for Berger New Generation
Fund
(5) Exhibit 23(d)-3 Form of Investment Advisory
Agreement for Berger Balanced Fund
(6)Exhibit 23(d)-4 Form of Investment Advisory
Agreement for Berger Select Fund
(7)Exhibit 23(d)-5 Form of Investment Advisory
Agreement for Berger Mid Cap Growth
Fund
(8)Exhibit 23(d)-6 Form of Investment Advisory
Agreement for Berger Mid Cap Value
Fund
(9)Exhibit 23(d)-7 Form of Sub-Advisory Agreement for
Berger Mid Cap Value Fund
(10)Exhibit 23(e) Form of Distribution Agreement
between the Trust and Berger
Distributors, Inc.
Exhibit 23(f) Not applicable
(11)Exhibit 23(g) Form of Custody Agreement
(12)Exhibit 23(h)-1 Form of Administrative Services
Agreement for Berger Small Company
Growth Fund
(13)Exhibit 23(h)-2 Form of Administrative Services
Agreement for Berger New Generation
Fund
(14)Exhibit 23(h)-3 Form of Administrative Services
Agreement for Berger Balanced Fund
(15)Exhibit 23(h)-4 Form of Administrative Services
Agreement for Berger Select Fund
(16)Exhibit 23(h)-5 Form of Administrative Services
Agreement for Berger Mid Cap Growth
Fund
(17)Exhibit 23(h)-6 Form of Administrative Services
Agreement for Berger Mid Cap Value
Fund
(18)Exhibit 23(h)-7 Form of Recordkeeping and Pricing
Agent Agreement
(19)Exhibit 23(h)-8 Form of Agency Agreement
(20)Exhibit 23(i) Opinion and consent of Davis,
Graham & Stubbs LLP
* Exhibit 23(j) EX-99.B23(j) Consent of
PricewaterhouseCoopers LLP
Exhibit 23(k) Not applicable
(21)Exhibit 23(l) Investment Letter from Initial
Stockholder
(22)Exhibit 23(m)-1 Rule 12b-1 Plan for Berger Small
Company Growth Fund
<PAGE>
(23)Exhibit 23(m)-2 Rule 12b-1 Plan for Berger New
Generation Fund
(24)Exhibit 23(m)-3 Rule 12b-1 Plan for Berger Balanced
Fund
(25)Exhibit 23(m)-4 Rule 12b-1 Plan for Berger Select
Fund
(26)Exhibit 23(m)-5 Rule 12b-1 Plan for Berger Mid Cap
Growth Fund
(27)Exhibit 23(m)-6 Rule 12b-1 Plan for Berger Mid Cap
Value Fund
* Exhibit 23(n)-1 EX-27.1 Financial Data Schedule for Berger
Small Company Growth Fund
* Exhibit 23(n)-2 EX-27.2 Financial Data Schedule for Berger
New Generation Fund
* Exhibit 23(n)-3 EX-27.3 Financial Data Schedule for Berger
Balanced Fund
* Exhibit 23(n)-4 EX-27.4 Financial Data Schedule for Berger
Select Fund
* Exhibit 23(n)-5 EX-27.5 Financial Data Schedule for Berger
Mid Cap Growth Fund
* Exhibit 23(n)-6 EX-27.6 Financial Data Schedule for Berger
Mid Cap Value Fund
Exhibit 23(o) Not Applicable
- ------------------------------
* Filed herewith.
Filed previously as indicated below and incorporated herein by reference:
(1) Filed as Exhibit 1 with Post-Effective Amendment No. 15 to the Registrant's
Registration Statement on Form N-1A, filed April 30, 1998.
(2) Filed as Exhibit 2 with Post-Effective Amendment No. 15 to the Registrant's
Registration Statement on Form N-1A, filed April 30, 1998.
(3) Filed as Exhibit 5.1 with Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A, filed April 30, 1998.
(4) Filed as Exhibit 5.2 with Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on Form N-1A, filed February 23, 1996.
(5) Filed as Exhibit 5.3 with Post-Effective Amendment No. 11 to the
Registrant's Registration Statement on Form N-1A, filed August 28, 1997.
(6) Filed as Exhibit 5.4 with Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on Form N-1A, filed December 31, 1997.
(7) Filed as Exhibit 5.5 with Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on Form N-1A, filed December 31, 1997.
(8) Filed as Exhibit 5.6 with Post-Effective Amendment No. 16 to the
Registrant's Registration Statement on Form N-1A, filed June 16, 1998.
(9) Filed as Exhibit 5.7 with Post-Effective Amendment No. 16 to the
Registrant's Registration Statement on Form N-1A, filed June 16, 1998.
(10) Filed as Exhibit 6 with Post-Effective Amendment No. 16 to the Registrant's
Registration Statement on Form N-1A, filed June 16, 1998.
(11) Filed as Exhibit 8 with Post-Effective Amendment No. 6 to the Registrant's
Registration Statement on Form N-1A, filed November 27, 1995.
(12) Filed as Exhibit 9.2.1 with Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A, filed April 30, 1998.
<PAGE>
(13) Filed as Exhibit 9.2.2 with Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on Form N-1A, filed February 23, 1996.
(14) Filed as Exhibit 9.2.3 with Post-Effective Amendment No. 11 to the
Registrant's Registration Statement on Form N-1A, filed August 28, 1997.
(15) Filed as Exhibit 9.2.4 with Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on Form N-1A, filed December 31, 1997.
(16) Filed as Exhibit 9.2.5 with Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on Form N-1A, filed December 31, 1997.
(17) Filed as Exhibit 9.2.6 with Post-Effective Amendment No. 16 to the
Registrant's Registration Statement on Form N-1A, filed June 16, 1998.
(18) Filed as Exhibit 9.3 with Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A, filed April 30, 1998.
(19) Filed as Exhibit 9.4 with Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A, filed April 30, 1998.
(20) Filed as Exhibit 10 with Post-Effective Amendment No. 16 to the
Registrant's Registration Statement on Form N-1A, filed June 16, 1998.
(21) Filed as Exhibit 13 with Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A, filed April 30, 1998.
(22) Filed as Exhibit 15.1 with Post-Effective Amendment No. 15 to the
Registrant's Registration Statement on Form N-1A, filed April 30, 1998.
(23) Filed as Exhibit 15.2 with Post-Effective Amendment No. 8 to the
Registrant's Registration Statement on Form N-1A, filed February 23, 1996.
(24) Filed as Exhibit 15.3 with Post-Effective Amendment No. 11 to the
Registrant's Registration Statement on Form N-1A, filed August 28, 1997.
(25) Filed as Exhibit 15.4 with Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on Form N-1A, filed December 31, 1997.
(26) Filed as Exhibit 15.5 with Post-Effective Amendment No. 13 to the
Registrant's Registration Statement on Form N-1A, filed December 31, 1997.
(27) Filed as Exhibit 15.6 with Post-Effective Amendment No. 16 to the
Registrant's Registration Statement on Form N-1A, filed June 16, 1998.
<PAGE>
EXHIBIT 23(j)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses and
Statement of Additional Information constituting parts of this Post-Effective
Amendment No. 19 to the registration statement on Form N-1A (the "Registration
Statement") of our report dated October 30, 1998, relating to the financial
statements and financial highlights appearing in the September 30, 1998 Annual
Report to Shareholders of Berger Investment Portfolio Trust, which is also
incorporated by reference into the Registration Statement. We also consent to
the references to us under the heading "Financial Highlights" in the
Prospectuses and under the heading "Independent Accountants" in the Statement of
Additional Information.
PricewaterhouseCoopers LLP
Denver, Colorado
January 22, 1999
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