File No. 33-12112
File No. 811-5032
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. 14 [X]
-----
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY
ACT OF 1940 [ ]
Amendment No. 15 [X]
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BARON ASSET FUND
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(Exact Name of Registrant as Specified in Charter)
767 Fifth Avenue, 24th Floor
New York, New York 10153
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(Address of Principal Executive Offices) (zip code)
Registrant's Telephone Number, including Area Code: (212) 583-2000
Linda S. Martinson
BARON ASSET FUND
767 Fifth Avenue
24th Floor
New York, New York 10153
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(Name and Address of Agent for Service)
Approximate Date of Proposed Public Offering: September 30, 1997
It is proposed that this filing will become effective (check appropriate box)
- ---- immediately upon filing pursuant to paragraph (b)
- ---- on (date) pursuant to paragraph (b)
- ---- 60 days after filing pursuant to paragraph (a)(1)
X
- ---- on SEPTEMBER 30, 1997 pursuant to paragraph (a)(1)
- ---- 75 days after filing pursuant to paragraph (a)(2)
- ---- on (date) pursuant to paragraph (a)(2) of rule 485
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended,
Registrant has registered an indefinite number of shares of beneficial interest,
$0.01 par value, of securities of the Fund, now existing or hereafter
established, under the Securities Act of 1933. The Rule 24f-2 Notice for
Registrant's most recent fiscal year was filed on October 24, 1996.
The Registrant proposes that this amendment will become effective pursuant to
Rule 485(a)(1) under the Securities Act of 1933.
<PAGE>
BARON ASSET FUND
CROSS-REFERENCE SHEET
Items Required by Form N-1A
<TABLE>
<CAPTION>
PART A
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Caption in
Item No. Item Caption Prospectus
- -------- ------------- ------------
<S> <C> <C>
1. Cover Page COVER PAGE
2. Synopsis FUND EXPENSES
3. Condensed Financial FINANCIAL HIGHLIGHTS
Information
4. General Description of INVESTMENT OBJECTIVE AND
Registrant PHILOSOPHY; INVESTMENT
POLICIES AND RISKS; GENERAL
POLICIES; DISTRIBUTION PLAN;
INVESTMENT PERFORMANCE;
GENERAL INFORMATION
5. Management of the Fund MANAGEMENT OF THE FUNDS;
INVESTMENT OBJECTIVES AND
PHILOSOPHY; INVESTMENT
POLICIES AND RISKS; GENERAL
POLICIES; FUND EXPENSES
6. Capital Stock and Other DIVIDENDS AND DISTRIBUTIONS;
Securities TAXES; GENERAL INFORMATION
7. Purchase of Securities HOW TO PURCHASE SHARES;
Being Offered DETERMINING YOUR SHARE PRICE;
DISTRIBUTION PLAN; GENERAL
INFORMATION
8. Redemption or Repurchase HOW TO REDEEM SHARES;
DETERMINING YOUR SHARE PRICE;
GENERAL INFORMATION
9. Pending Legal Proceedings NOT APPLICABLE
PART B
- ------
Caption in Statement of
Item No. Item Caption Additional Information
- -------- ------------- -----------------------
10. Cover Page COVER PAGE
11. Table of Contents TABLE OF CONTENTS
12. General Information NOT APPLICABLE
and History
13. Investment Objectives INVESTMENT OBJECTIVES
and Policies AND POLICIES
14. Management of the MANAGEMENT OF THE FUNDS
Registrant
15. Control Persons and MANAGEMENT OF THE FUNDS
Principal Holders of
Securities
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Caption in Statement of
Item No. Item Caption Additional Information
- -------- ------------ -----------------------
<S> <C> <C>
19. Purchase, Redemption and MANAGEMENT OF THE FUNDS;
Pricing of Securities REDEMPTION OF SHARES;
Being Offered NET ASSET VALUE
20. Tax Status NOT APPLICABLE
21. Underwriters MANAGEMENT OF THE FUNDS
22. Calculation of CALCULATION OF
Performance Data PERFORMANCE DATA
23. Financial Statements FINANCIAL STATEMENTS FOR
THE FISCAL YEAR ENDED
SEPTEMBER 30, 1996
</TABLE>
<PAGE>
BARON FUNDS
BARON SMALL CAP FUND
SUPPLEMENT TO SEPTEMBER 30, 1997 PROSPECTUS
The Distributor of Baron Small Cap Fund, Baron Capital, Inc. ('Baron Capital')
is soliciting subscriptions for Fund shares during an initial offering period
currently scheduled from September 1, 1997 to the close of business on September
30, 1997 (the 'Subscription Period'). The subscription price will be the Fund's
initial net asset value of $10.00 per share. Orders to purchase shares of the
fund received during the Subscription Period will be held uninvested until the
close of business on September 30, 1997.
Charles Schwab & Co., Inc. ('Schwab') is also soliciting subscriptions of Fund
shares during the Subscription Period, pursuant to a Selected Dealer Agreement
with Baron Capital. The purchase price for Fund shares will be paid from a
Schwab customer's brokerage account at the close of business on September 30,
1997, For its services, Schwab will receive from Baron Capital a fixed fee of up
to $60,000, plus from 10 to 50 basis points of the aggregate net asset value of
fund shares sold by Schwab during the Subscription Period. The fixed fee will be
paid by Baron Capital out of its own resources or those of its affiliates and
will have no effect on the Fund's fees or expenses. Of the per share fee paid to
Schwab, 25 basis points is paid pursuant to the Fund's 12b-1 plan, details of
which are described on page of the Prospectus.
This Supplement is Dated September 1, 1997
---------------------------
Baron Small Cap Fund seeks long term appreciation. It invests in a diversified
portfolio of common stocks of small cap companies that, in the Adviser's view,
have the potential to increase in value at least 50% over two subsequent years.
Baron Small Cap Fund is a 'no load' fund. There are no sales or redemption
charges. Baron Small Cap Fund is a series of Baron Asset Fund, which is a
diversified open-end management investment company.
This Prospectus contains information you should know before investing in Baron
Small Cap Fund. Please read it carefully and retain it for future reference.
<PAGE>
BARON ASSET FUND
PARTS A and B were previously filed with Post-Effective Amendment No. 13 and are
incorporated by reference herein.
PART C. OTHER INFORMATION
Item 24. FINANCIAL STATEMENTS AND EXHIBITS
a. Financial Statements:
Included in Part B of this Registration Statement:
Report of Independent Accountants^
Statement of Net Assets at September 30, 1996^
Statement of Assets and Liabilities at September 30, 1996^
Statement of Operations for the Year Ended to
September 30, 1996^
Statement of Changes in Net Assets for the Years Ended
September 30, 1996 and 1995^
Notes to the Financial Statements^
Supplementary Information (condensed financial information)
(also included in Part A of this Registration Statement)^
b. Exhibits:
1. Declaration of Trust dated February 19, 1987.
2. By-laws dated February 19, 1987.
3. Inapplicable.
4. Specimen Share Certificates representing shares of
beneficial interest of $.01 par value.
5. (a) Investment Advisory Agreement between
Baron Asset Fund and BAMCO, Inc.
(b) Investment Advisory Agreement between
Baron Growth & Income Fund and BAMCO, Inc.
6. Distribution Agreement with Baron Capital, Inc.
7. Inapplicable.
8. (a) Custodian Agreement with The Bank of New York.
(b) Fee Schedule for Exhibit 8(a).
9. (a) Transfer Agency Agreement with Supervised Services
Company, Inc.
(b) Fee Schedule for Exhibit 9(a).
10. Opinion and consent of counsel as to legality of shares
being registered (filed with Rule 24f-2 Notice).
11. Consent of Independent Certified Public Accountants.^
12. Inapplicable.
13. Letter agreement between the Registrant and the Purchaser
of the Initial Shares.
14. (a) IRA Disclosure Statement.
(b) IRA Account Application.
(c) 5305-A Agreement.
15. Distribution Plan pursuant to Rule 12b-1.
16. Schedule for computation of performance quotations.^
17. Power of Attorney.
- ----------
^ Previously filed with Post-Effective Amendment No.13.
<PAGE>
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT
The following diagram indicates the persons under common control with
Registrant, all of which are incorporated in New York.
Ronald Baron
|
|
90%
|
|
Baron Capital Group, Inc.
| |
100% 100%
| |
Baron Capital, Inc. BAMCO, Inc.
|
100%
|
|
Baron Capital Management, Inc.
Baron Capital, Inc. serves as distributor of Registrant's shares and performs
brokerage services for Registrant. BAMCO, Inc. serves as investment adviser to
Registrant. Ronald Baron, President of Registrant, is the controlling
shareholder of Baron Capital Group, Inc. and serves as President of all the
above entities.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES (AS OF JUNE 11, 1997)
<TABLE>
<CAPTION>
(1) (2)
Title of Class of Series Number of Shareholders(approx)
------------------------ ------------------------------
<S> <C>
Shares of beneficial interest
($.01 par value),
Baron Asset Fund 115,000
Baron Growth & Income Fund 24,000
</TABLE>
ITEM 27. INDEMNIFICATION
Article IV of Registrant's Declaration of Trust states as follows:
Section 4.1. No Personal Liability of Shareholders, Trustees, Etc.
No shareholder shall be subject to any personal liability whatsoever to any
Person in connection with Trust Property or the acts, obligations or
affairs of the Trust. No Trustee, officer, employee or agent of
<PAGE>
the Trust shall be subject to any personal liability whatsoever to any
Person, other than to the Trust of its shareholders, in connection with
Trust Property of the affairs of the Trust, save only that arising from bad
faith, willful misfeasance, gross negligence or reckless disregard of his
duties with respect to such Person; and all such Persons shall look solely
to the Trust Property, or to the Property of one or more specific series of
the Trust if the claim arises from the conduct of such Trustee, officer,
employee or agent with respect to only such Series, for satisfaction of
claims of any nature arising in connection with the affairs of the Trust.
If any shareholder, Trustee, officer, employee, or agent, as such, of the
Trust, is made a party to any suit or proceeding to enforce any such
liability of the Trust, he shall not, on account thereof, be held to any
personal liability. The Trust shall indemnify and hold each shareholder
harmless from and against all claims and liabilities, to which such
shareholder may become subject by reason of his being or having been a
shareholder, and shall reimburse such shareholder out of the Trust Property
for all legal and other expenses reasonably incurred by him in connection
with any such claim or liability. Indemnification and reimbursement
required by the preceding sentence shall be made only out of assets of the
one of more Series whose shares were held by said shareholder at the time
the act or event occurred which gave rise to the claim against or liability
of said shareholder. The rights accruing to a shareholder under this
Section 4.1 be lawfully entitled, nor shall anything herein contained
restrict the right of the Trust to indemnify or reimburse a shareholder in
any appropriate situation even though not specifically provided herein.
Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer, employee
or agent of the Trust shall be liable to the Trust, its shareholders, or to
any shareholder, Trustee, officer, employee, or agent thereof for any
action or failure to act (including without limitation the failure to
compel in any way any former or acting Trustee to redress any breach of
trust) except for his own bad faith, willful misfeasance, gross negligence
or reckless disregard of the duties involved in the conduct of his office.
Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions and
limitations contained in paragraph (b) below:
(i) every person who is, or has been, a Trustee or officer of the
Trust shall be indemnified by the Trust, or by one or more Series
thereof if the claim arises from his or her conduct with respect to
only such Series to the fullest extent permitted by law against all
liability and against all expenses reasonably incurred or paid by him
in connection with any claim, action, suit or proceeding in which he
becomes involved as a party or otherwise by virtue of his being or
having been a Trustee or officer and against amounts paid or incurred
by him in the settlement thereof;
(ii) the words "claim," "action," "suit," or "proceeding" shall apply
to all claims, actions, suits or proceedings (civil, criminal, or
other, including appeals), actual or threatened; and the words
"liability" and "expenses" shall include, without limitation,
attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
<PAGE>
(b) No indemnification shall be provided hereunder to a Trustee or officer:
(i) against any liability to the Trust or a Series thereof or the
shareholders by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct
of his office;
(ii) with respect to any matter as to which he shall have been finally
adjudicated not the have acted in good faith in the reasonable belief
that his action was in the best interest of the Trust or a Series
thereof;
(iii) in the event of a settlement or other disposition not involving
a final adjudication as provided in paragraph (b)(ii) resulting in a
payment by a Trustee or officer, unless there has been a determination
that such Trustee or officer did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office:
(A) by the court or other body approving the
settlement or other disposition; or
(B) based upon a review of readily available facts
(as opposed to a full trial-type inquiry) by (x)
vote of a majority of the Non-interested Trustees
acting on the matter (provided that a majority of
the Non-interested Trustees then in office act on
the matter) or (y) written opinion of independent
legal counsel.
(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Trustee or officer may now or hereafter be
entitled, shall continue as to a person who has ceased to be such Trustee
or officer and shall inure to the benefit of the heirs, executors,
administrators and assigns of such a person. Nothing contained herein shall
affect any rights to indemnification to which personnel of the Trust other
than Trustees and officers may be entitled by contract or otherwise under
law.
(d) Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of
this Section 4.3 may be advanced by the Trust or a Series thereof prior to
final disposition thereof upon receipt of an undertaking by or on behalf of
the recipient to repay such amount if it is ultimately determined that he
is not entitled to indemnification under this Section 4.3, provided that
either:
(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust or Series
thereof shall be insured against losses arising out of any such
advances; or
<PAGE>
(ii) a majority of the Non-interested Trustees acting on the matter
(provided that a majority of the Non-interested Trustees act on the
matter) or an independent legal counsel in a written opinion shall
determine, based upon a review of readily available facts (as opposed
to a full trial-type inquiry), that there is reason to believe that
the recipient ultimately will be found entitled to indemnification.
As used in this Section 4.3, a "Non-interested Trustee" is one who is not (i) an
"Interested Person" of the Trust (including anyone who has been exempted from
being an "Interested Person" by any rule, regulation or order of the
Commission), or (ii) involved in the claim, action, suit or proceeding.
ITEM 28. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISER
The business and other connections of BAMCO, Inc. is summarized under "The
Adviser" in the Prospectus constituting Part A of the Registration Statement,
which summary is incorporated herein by reference. The business and other
connections of the officers and directors of BAMCO, Inc. is currently listed in
the investment adviser registration on Form ADV for BAMCO, Inc. (File No.
801-29080) and is incorporated herein by reference.
ITEM 29. PRINCIPAL UNDERWRITERS
(a) Inapplicable.
(b)
<TABLE>
<CAPTION>
(1) (2) (3)
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ -------------- --------------
<S> <C> <C>
Ronald Baron Director and Trustee and
767 Fifth Avenue President President
New York, N.Y. 10153
Collin Baron Director None
855 Main Street
Bridgeport, CT 06604
Susan Robbins Director Vice President
767 Fifth Avenue and Vice President
New York, N.Y. 10153
Peggy Wong Treasurer Treasurer
767 Fifth Avenue
New York, N.Y. 10153
Morty Schaja Vice President Trustee and
767 Fifth Avenue and Director Vice President
New York, N.Y. 10153
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
(1) (2) (3)
Positions and Positions and
Name and Principal Offices with Offices with
Business Address Underwriter Registrant
- ------------------ -------------- --------------
<S> <C> <C>
Clifford Greenberg Vice President Vice President
767 Fifth Avenue
New York, N.Y. 10153
Linda S. Martinson Secretary Trustee, Vice
767 Fifth Avenue President and
New York, N.Y. 10153 Secretary
</TABLE>
(c) Inapplicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Certain accounts, books and other documents required to be maintained by Section
31 (a) of the Investment Company Act of 1940 and the Rules promulgated
thereunder are maintained at the offices of the Registrant, BAMCO, Inc., and
Baron Capital, Inc., 767 Fifth Avenue, 24th Floor, New York, NY 10153. Records
relating to the duties of the Registrant's transfer agent are maintained by DST
Systems, Inc. 1004 Baltimore Avenue, Kansas City, MO 64105 and of the
Registrant's custodian are maintained by The Bank of New York, 48 Wall Street,
New York, N.Y. 10015.
ITEM 31. MANAGEMENT SERVICES
Inapplicable.
ITEM 32. UNDERTAKINGS
Insofar as indemnification for liability arising under the Securities Act of
1933 may be permitted to Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a Trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
Trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
Registrant undertakes to file an amendment to the Registration Statement which
includes financial statements (which need not be certified) within four to six
months from the effective date of Registrant's 1933 Act Registration Statement.
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant has duly caused this post-effective
amendment No. 13 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City and State of New York, on
the 11th day of June, 1997.
BARON ASSET FUND
By s/Ronald Baron
----------------
Ronald Baron, President
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this post-effective
amendment No. 13 to the registration statement has been signed below by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
s/ Ronald Baron President (Principal June 11, 1997
------------ Executive Officer) &
Ronald Baron Trustee
s/ Raymond Noveck Trustee June 11, 1997
--------------
Raymond Noveck
s/ Linda S. Martinson Secretary, June 11, 1997
------------------ Vice President & Trustee
Linda S. Martinson
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
s/ Peggy Wong Treasurer (Principal June 11, 1997
---------- Financial & Accounting
Officer)
*s/ Mark M. Feldman Trustee June 11, 1997
---------------
Mark M. Feldman
*s/ Norman S. Edelcup Trustee June 11, 1997
-----------------
Norman S. Edelcup
*s/ Charles N. Mathewson Trustee June 11, 1997
--------------------
Charles N. Mathewson
*s/ Irwin Greenberg Trustee June 11, 1997
---------------
Irwin Greenberg
*s/ Harold W. Milner Trustee June 11, 1997
----------------
Harold W. Milner
*s/ Trustee
------------
Daniel Tisch
*s/ David A. Silverman Trustee June 11, 1997
------------------
David A. Silverman
*s/ N. Elliott Trustee June 11, 1997
----------
N. Elliott
s/ M. Schaja Vice President & June 11, 1997
--------- Trustee
M. Schaja
s/ C. Greenberg Vice President June 11, 1997
------------
C. Greenberg
*By: s/ Linda S. Martinson
------------------
Linda S. Martinson
Attorney-in-fact pursuant to a power of attorney previously filed.
</TABLE>
<PAGE>
BARON ASSET FUND
Index to Exhibits
Exhibit No. Title of Exhibit Page
- ----------- ---------------- ----
1 Declaration of Trust *
2 By-laws *
4 Specimen Certificates ***
Baron Asset Fund
Baron Growth & Income Fund
5(a) Investment Advisory Agreement for **
Baron Asset Fund
5(b) Investment Advisory Agreement for **
Baron Growth & Income Fund
6 Distribution Agreement **
8(a) Custodian Contract *
8(b) Fee Schedule for Exhibit 8(a) *
9(a) Transfer Agency Agreement ***
9(b) Fee Schedule for Exhibit 9(a) ***
10 Opinion and consent of counsel as
to legality of shares being
registered (filed with Rule
24f-2 Notice)
11 Consent of Independent Accountants ^
13 Letter agreement relating to *
initial capital
14(a) IRA Disclosure Statement #
14(b) IRA Application #
15 Distribution Plan pursuant to **
Rule 12b-1
16(a,b) Calculation of performance ^
27(a) Financial Data Schedule @
Baron Asset Fund
27(b) Financial Data Schedule @
Baron Growth & Income Fund
Power of Attorney
- ------------
* Previously filed with Pre-Effective Amendment No. 1
** Previously filed with Post-Effective Amendment No. 3
*** Previously filed with Post-Effective Amendment No. 5
**** Previously filed with Post-Effective Amendment No. 7
# Previously filed with Post-Effective Amendment No. 10
^ Previously filed with Post-Effective Amendment No. 12
@ Previously filed with Form NSAR for the period ended 09/30/96
STATEMENT OF DIFFERENCES
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Characters normally expressed as superscript shall be preceded by ....'pp'
