P R O S P E C T U S
BARON FUNDS
J A N U A R Y 1 9 9 9
RE-ISSUED JUNE 1999
BARON ASSET FUND
BARON GROWTH FUND
BARON SMALL CAP FUND
[REGISTERED CASTLE LOGO]
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WELCOME TO
BARON FUNDS:
BARON: A CULTURE FOCUSED ON GROWTH...BIG [PHOTO]
IDEAS, GREAT PEOPLE, SMALL AND MID-SIZED
BUSINESSES.
When I founded Baron Capital in May 1982, a little more than sixteen years ago,
I had no grand plan for Baron Capital to become what it has. I had been a
securities analyst since 1970, and a portfolio manager/analyst since 1975. My
initial investment successes in the early 1970's were the result of my
recognizing a few simple, obvious and potentially large ideas. McDonald's...we
ate their $.18 hamburgers and $.15 fries and drank their $.10 Cokes in high
school and I felt demand for their food would be substantial; their corporate
growth was at an early stage; and, they just had to be able to raise
prices...Disney...I was bullish on the prospects for the new themed amusement
park they were building in Orlando and, for the 100,000 acres they owned
surrounding that park...Federal Express...I thought the idea of overnight and
reliable mail service for businesses sounded like a great idea...and,
Mattel...the prospects for Barbie seemed to me a lot bigger than most other
analysts expected.
My investment education advanced greatly in the mid 1970's...and, I finally
began to accumulate capital...when I met several hardworking, brilliant, no
nonsense, live by your word, die by your word entrepreneurs with big ideas...Jay
Pritzker, Hyatt Hotels...Phil Berman, Leader Healthcare and Hess' Department
Stores...David Murdoch, Flexivan and IBP...and Steve Wynn, Golden Nugget...and,
invested in their businesses. In addition to a big, long lasting idea, people
became the next element of our investment equation.
Our formula continued to evolve. I determined to invest in small and mid-sized
businesses rather than larger ones. I felt, intuitively, that smaller businesses
had greater potential for growth. Smaller businesses were also less likely to be
priced efficiently since few Wall Street analysts cared enough to follow their
progress. I believed investment information gathered through my independent
research efforts, as a result, would often not yet be reflected in a business'
stock market valuation. This offered significant investment advantage, I felt
then and continue to believe. I invested in a relatively concentrated fashion to
best take advantage of the opportunities my independent investment research had
unearthed. I had inadvertently begun to follow the investment precept to "put
all your eggs in one basket and don't take your eyes off the basket."
Finally, following a strictly common sense approach, I was only willing to
invest in a business that could be purchased at an attractive price. I invested
in businesses that
NOT PART OF THE PROSPECTUS
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could be expected to double in size every three to five years. I determined to
purchase shares in these businesses only if we could buy shares at prices that
offered my clients the same opportunity.
BARON: A LONG TERM INVESTOR...OWNS MAJOR STAKES IN [PHOTO]
SEVERAL BUSINESSES. LONG TERM INVESTMENTS CONTINUE
TO OFFER PROMISE; RECENT INVESTMENTS PROVIDE
SIGNIFICANT EMBEDDED OPPORTUNITY.
Baron Capital's investment philosophy...and performance...have been built upon a
relatively simple, and straightforward, idea. We are long term investors in
businesses. We do not trade stocks. We think of ourselves as part owners of
publicly held businesses...very profitable businesses with important barriers to
prevent others from usurping our corporate opportunities. Businesses in which we
invest are run by terrific executives, entrepreneurial executives we like, trust
and admire...and who are also focused on growth.
Our oldest and largest mutual fund, Baron Asset Fund, was founded in June 1987.
Baron Asset annual portfolio turnover averaged just 18.7% during the past three
years. This means that we hold an average investment more than five years! Most
mutual funds that invest in small and mid-sized businesses have annual portfolio
turnover of more than 100%...those funds hold their investments less than twelve
months.1 Investors in other funds can rarely know what their funds own.
Investors in Baron Funds know what they own. And, even more importantly, Baron
Capital's analysts, over the years, have the opportunity to become more
knowledgeable about these businesses than most other investors, an important
advantage for our shareholders. Baron Asset has out performed the S & P 500,
Russell 2000 and, all but a few other funds since its inception.
Baron Funds owns major interests in several publicly traded [PHOTO]
businesses... Vail Resorts, Sotheby's, Manor Care,
Charles Schwab, American Tower, Robert Half,
Heftel, Saga Communications, Sun International
Hotels, Choice Hotels, DeVry, Mirage Resorts,
NTL and Polo Ralph Lauren. We are likely to remain investors in
these businesses, and several others, as well, for years. Many of our
investments have increased in value several fold since our initial
purchases...Schwab has appreciated more than twenty five times since 1992, Manor
Care seven times since 1989, DeVry fifteen times since 1990 and Robert Half
International more than 44 times since our initial purchases in 1991. All still
offer the potential to double in price during the next five
NOT PART OF THE PROSPECTUS
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years. Many of our newer investments offer our funds' [PHOTO]
shareholders even more significant appreciation potential,
we believe...although probably not 44 times
in seven years. Of course, we cannot predict future results.
BARON: A GROWTH BUSINESS...OUR INVESTMENT PERFORMANCE HAS BEEN VERY GOOD, OUR
MEDIA COVERAGE GREAT, OUR DISTRIBUTION EXTRAORDINARY!
At its founding in 1982, Baron Capital had less than $10 million customer assets
under management. Our firm was dependent for revenue upon brokerage commissions
paid by its institutional customers for our investment research. We made the
decision to stop selling our research to others seven years ago. About six years
ago our firm's assets under management began to grow very rapidly. Since 1992,
Baron Capital has been one of the fastest growing domestic equity mutual funds
in the United States.2 The firm's customer assets under management have grown to
$7.7 billion as of December 31,1998, the date of this letter. Each year for the
past six years, Baron Funds has garnered an increasing share of the assets
invested in domestic, equity mutual funds. During the past two years, Baron
Funds has received more than 1% of net new assets invested in domestic, equity
mutual funds. 3
Our firm's rapid customer asset growth has been achieved importantly because we
recognized in 1992 that Charles Schwab's Mutual Fund Marketplace and later, that
Schwab's Mutual Fund OneSource, would revolutionize mutual fund distribution.
Baron Funds has benefited greatly not just from its participation in Schwab's
OneSource, but also as a member in Fidelity's FundsNetwork and other fund
"supermarket" distribution systems. The strong performance of Baron Asset Fund
since 1987, and of our managed accounts for the seventeen years prior, had
already attracted the attention of the financial press. The new financial
supermarkets permitted independent, fee based financial planners, for the first
time, to easily invest for their clients in our by then already well known, but
still small mutual fund. The very favorable publicity we have received in the
financial press since has helped us add retail investors, also through the
convenience of the financial supermarkets.
Baron Asset Fund has increasingly been chosen as one of several mutual funds to
be offered as a possible 401(k) investment option for employees of large
corporations. Our strategic alliances with other large mutual fund management
companies and brokerage firms have also helped us begin to grow our 401(k)
investors. We believe 401 (k) plan investors will continue to increase their
percentage ownership of our mutual funds. This is of benefit to our funds' other
shareholders since these assets have greater persistency, namely, they last
longer, and, accordingly, allow us to continue to make longer term, potentially
very profitable investments in businesses.
BARON HAS TERRIFIC EMPLOYEES...TALENTED, ETHICAL, HARD WORKING, LOYAL.
NOT PART OF THE PROSPECTUS
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Baron Capital has attracted...trained...and retained... [PHOTO]
exceptionally talented and dedicated employees. As a
result, our firm's financial expertise, knowledge
base and reputation have continued to grow. Baron Capital has become a preferred
place of employment for talented investment professionals. Employee turnover
during the past five years has been virtually nil.
I am grateful to my fellow employees for the contributions they have made to our
firm's success. I am certain that the coming years offer even greater promise
and potential than the recent past.
THANK YOU FOR INVESTING IN BARON FUNDS
We recognize it cannot be an easy decision for most individuals and their
families when choosing mutual funds in which to invest. It must be especially
difficult when you must consider how to invest your hard earned savings to fund
your retirement, your children's education or a new home. We understand the task
must be even more daunting since there are now more mutual funds than there are
stocks. We hope our shareholder letters, interviews in the press and annual
investment conferences have made it easier for you to determine if Baron Funds
represents an appropriate investment for you and your family.
I want to thank you for choosing to join us as fellow shareholders at Baron
Funds. I also want to thank our fellow employees for the confidence you have
shown in me and in our business. We will continue to work hard to justify this
confidence. We are looking forward to a successful 1999.
Sincerely,
/s/Ronald Baron
Ronald Baron
Chairman of the Board and
Chief Executive Officer
1 According to Morningstar, a reported 1232 out of 1643 small and mid cap
mutual funds have an average turnover rate of 98%.
2 Data provided by Investment Company Institute and Baron Capital, Inc.
3 Data provided by Investment Company Institute and Baron Capital, Inc.
NOT PART OF THE PROSPECTUS
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NOT PART OF THE PROSPECTUS
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BARON ASSET FUND
BARON GROWTH FUND
BARON SMALL CAP FUND
767 Fifth Avenue,
New York, New York 10153
1-800-99-BARON
212-583-2100
This prospectus contains essential information for anyone investing in these
funds. Please read it carefully and keep it for reference.
As with all mutual funds, the fact that these shares are registered with the
Securities and Exchange Commission does not mean that the Commission has
approved or disapproved them or determined whether this prospectus is accurate
or complete. Anyone who tells you otherwise is committing a crime.
January 20, 1999
Re-issued June 4, 1999
PROSPECTUS 1
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TABLE OF CONTENTS
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INFORMATION ABOUT Investment Goals and Strategies......................3
THE FUNDS Principal Risks......................................4
Past Performance.....................................6
Fund Expenses........................................7
Financial Highlights.................................8
Other Investment Strategies.........................10
Management..........................................12
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INFORMATION How Your Shares are Priced..........................14
ABOUT YOUR
INVESTMENT How to Purchase Shares..............................14
How to Redeem Shares................................16
Distributions and Taxes.............................18
General Information.................................18
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MORE INFORMATION Back Cover
2 PROSPECTUS
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INFORMATION ABOUT THE FUNDS
INVESTMENT GOALS AND STRATEGIES
The investment goals of the Funds are:
BARON ASSET FUND capital appreciation through investments in securities of
small and medium sized companies with undervalued assets
or favorable growth prospects
BARON GROWTH FUND capital appreciation
BARON SMALL CAP FUND capital appreciation through investments primarily in
securities of small companies
Effective May 19, 1999, the shareholders of Baron Growth Fund voted to
change the investment goal and objective to capital appreciation, dropping
income as a secondary objective. The Board of Trustees then changed the name of
the Fund to BARON GROWTH FUND.
Investment decisions are made by the Funds' investment adviser, BAMCO, Inc. (the
"Adviser").
BARON ASSET FUND and BARON GROWTH FUND invest primarily in small sized companies
with market capitalizations of approximately $100 million to $1.5 billion and
medium sized companies with market values of $1.5 billion to $5 billion. BARON
SMALL CAP FUND invests at least 65% of its total assets, measured at cost, in
the securities of smaller companies with market values of up to $1.5 billion and
it can invest up to 35% in the securities of larger sized companies.
Although Baron Funds invest primarily in small and medium sized companies, the
Funds will not sell positions just because their market values have increased.
The Funds will add to its positions in a company even though its market
capitalization has increased through appreciation beyond the limits stated, if,
in the Adviser's judgment, the company is still an attractive investment. The
Funds may invest in larger companies if the Adviser perceives an attractive
opportunity in a larger company.
WHAT DOES THE ADVISER LOOK FOR?
In making investment decisions for the Funds the Adviser seeks securities that
the Adviser believes have:
o favorable price to value characteristics based on the Adviser's assessment
of their prospects for future growth and profitability.
o the potential to increase in value at least 50% over two subsequent years.
PROSPECTUS 3
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The Adviser thoroughly researches the companies in which the Funds invest.
Included in the research process are visits and interviews by the Adviser with
company managements and their major competitors. The Adviser looks for special
business niches, unusually favorable business opportunities, the opportunity to
benefit from long lasting economic trends, barriers to entry, strong management
capabilities, and strong balance sheets. The Funds may take large positions in
the companies in which the Adviser has the greatest conviction. The Funds have a
long term outlook; they are not short-term traders of securities. There is no
assurance that the Funds will meet their investment goals.
WHAT KINDS OF SECURITIES DO THE FUNDS BUY?
The Funds invest primarily in common stocks but may also invest in other
equity-type securities such as convertible bonds and debentures, preferred
stocks, warrants and convertible preferred stocks. Securities are selected for
their capital appreciation potential, and investment income is not a
consideration.
The equity security portion of the portfolios consist primarily of common stocks
and may include convertible securities, preferred stocks, warrants and
convertible preferred stocks. The debt security portion of the portfolios may
include notes, bonds, debentures and money market instruments. Debt securities
represent an obligation of the issuer to repay a loan of money to it, often with
interest. The debt securities in which the Funds may invest include rated and
unrated securities and convertible instruments. There is no minimum rating for
the debt securities that may be purchased for those Funds. The Funds rely on the
Adviser's assessment of the issuer's securities and do not use independent
ratings organizations.
WHAT ARE THE PRINCIPAL RISKS OF INVESTING IN THE FUNDS?
GENERAL STOCK MARKET RISK o The Funds' principal risks are those of investing in
the stock market. The value of your investment in a Fund will increase as the
stock market prices of the securities owned by the Fund increase and will
decrease as the Fund's investments decrease in market value. Equity securities
fluctuate in value, often based on factors unrelated to the value of the issuer,
such as political, economic or general market conditions. Because the stock
values fluctuate, when you sell your investment you may receive more or less
money than you originally invested.
4 PROSPECTUS
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SMALL AND MEDIUM SIZED COMPANIES o The Adviser believes there is more potential
for capital appreciation in smaller companies and in establishing significant
positions in companies in which the Adviser has the greatest conviction, but
there also may be more risk. Securities of smaller companies may not be well
known to most investors and the securities may be thinly traded. There is more
reliance on the skills of a compa ny's management and on their continued tenure.
Investments may be attractively priced relative to the Adviser's assessment of a
company's growth prospects, management expertise, and business niche, yet have
modest or no current cash flows or earnings. Although the Adviser concentrates
on a company's growth prospects, it also focuses on cash flow, asset value and
reported earnings. This investment approach requires a long-term outlook and may
require shareholders to assume more risk and to have more patience than
investing in the securities of larger, more established companies.
DEBT SECURITIES o Lower rated securities may have a higher yield and the
potential for a greater return than investment grade securities but may also
have more risk. Lower rated securities are generally meant for longer-term
investing and may be subject to certain risks with respect to the issuing entity
and to market fluctuations. See the SAI for more information. The Adviser will
also evaluate the securities and the ability of the issuers to pay interest and
principal. With lower rated debt securities, a Fund's ability to achieve its
investment objective may be more dependent on the Adviser's credit analysis than
might be the case with higher rated securities. The market price and yield of
lower rated securities are generally more volatile than those of higher rated
securities. Factors adversely affecting the market price and yield of these
securities will adversely affect the Fund's net asset value. The trading market
for these securities may be less liquid than that of higher rated securities.
Companies that issue lower rated securities may be highly leveraged or may have
unstable earnings, and consequently the risk of the investment in the securities
of such issuers may be greater than with higher rated securities.
The interest bearing features of debt securities carry a promise of income flow,
but the price of the securities are inversely affected by changes in interest
rates and are therefore subject to the risk of market price fluctuations. The
market values of debt securities may also be affected by changes in the credit
ratings or financial condition of the issuers.
CONVERTIBLE SECURITIES o Since convertible securities combine the investment
characteristics of both bonds and common stocks, the Funds' convertible
securities investments absorb the market risks of both stocks and bonds. The
combination does, however, make the investment less sensitive to interest rate
changes than straight bonds of comparable maturity and quality and usually less
volatile than common stocks. Because of these factors, convertible securities
are likely to perform differently than broadly-based measures of the stock and
bond markets.
PROSPECTUS 5
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PAST PERFORMANCE
The two tables below show the Funds' annual returns and their long term
performance. The information provides some indications of the risks of investing
in the Funds. The first table shows you how the performance for each Fund has
varied from year to year. The second compares the Funds' performance over time
to that of the Russell 2000, a widely recognized unmanaged index of small
companies. How the Funds have performed in the past is not necessarily an
indication of how they will perform in the future. The annual report contains
additional performance information which is available upon request without
charge by writing or calling the Funds at the address and telephone number set
forth on the back of this Prospectus.
[BAR CHART]
<TABLE>
<CAPTION>
YEAR BY YEAR TOTAL RETURN as of 12/31 of each year (%)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
<C>
Baron Asset Fund 25.0 -18.5 34.0 13.9 23.5 7.4 35.3 22.0 33.9 4.3
Baron Growth Fund 52.5 27.7 31.1 0.1
Baron Small Cap Fund 2.2
1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
</TABLE>
<TABLE>
<CAPTION>
BARON ASSET BARON GROWTH BARON SMALL
FUND FUND CAP FUND
<S> <C> <C> <C>
BEST QUARTER: +26.6% +22.6% +22.4%
12/31/98 12/31/98 12/31/98
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WORST QUARTER: -24.0% -22.1% -28.1%
09/30/90 09/30/98 09/30/98
</TABLE>
6 PROSPECTUS
<PAGE>
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN as of 12/31/98
Date of
1 Year 5 Years 10 Years Since Inception Inception
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Baron Asset
Fund +4.3% +19.9% +16.9% +17.7% 06/12/87
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Baron Growth
Fund +0.1% +26.4% 01/03/95
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Baron Small
Cap Fund +2.2% + 4.3% 10/01/97
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Russell 2000 -2.6% +11.9% +12.9% +10.4%*
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</TABLE>
* Since inception of Baron Asset Fund
FUND EXPENSES
The table below describes the fees and expenses that you would pay if you buy
and hold shares of the Funds.
<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
(Expenses that are deducted from a Fund's assets)
Management Distribution Other Total Annual Fund
Fees (12b-1) Fee Expenses Operating Expenses
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<S> <C> <C> <C> <C>
Baron Asset Fund 1.0% 0.25% 0.07% 1.32%
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Baron Growth Fund 1.0% 0.25% 0.18% 1.43%*
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Baron Small Cap Fund 1.0% 0.25% 0.14% 1.39%
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</TABLE>
* The expense ratio for Baron Growth Fund net of interest expense would be
1.37% for the fiscal year ended 9/30/98.
EXAMPLE
This example is intended to help you compare the cost of investing in the Funds
with the cost of investing in other mutual funds. The example assumes that you
invest $10,000 in the Fund for the time periods indicated and then redeem all of
your shares at the end of those periods. The example also assumes that your
investment has a 5% return each year and that the Funds' operating expenses
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be:
<TABLE>
<CAPTION>
YEAR 1 3 5 10
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<S> <C> <C> <C> <C>
BARON ASSET FUND $134 $418 $723 $1590
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BARON GROWTH FUND $146 $452 $782 $1713
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BARON SMALL CAP FUND $142 $440 $761 $1669
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</TABLE>
PROSPECTUS 7
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There are additional charges if you have retirement accounts and wire transfers.
You also may purchase and redeem your shares through broker-dealers or others
who may charge a commission or other transaction fee for their services. (See
"How to Purchase Shares" and "How to Redeem Shares")
The 12b-1 fee is paid to Baron Capital, Inc. for shareholder and distribution
services. Because the fee is paid out of the Funds' assets on an ongoing basis,
over time it will increase the cost of your investment and may cost you more
than paying other types of sales charges.
FINANCIAL HIGHLIGHTS
The financial highlights table is intended to help you understand the Funds'
financial performance for the fiscal years indicated. Certain information
reflects financial results for a single fund share. The "total return" shows how
much your investment in the Fund would have increased (or decreased) during each
period, assuming you had reinvested all dividends and distributions. These
financial highlights have been audited by PricewaterhouseCoopers, LLP, the
Funds' independent accountants, whose report, along with the Funds' financial
statements, is included in the annual report.
<TABLE>
<CAPTION>
BARON ASSET FUND
Year Ended September 30
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Net Asset Value Beginning of Year $47.43 $35.50 $29.30 $22.82 $21.91
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INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) 0.05 (0.14) (0.06) (0.09) (0.14)
Net Realized and Unrealized Gains
(Losses) on Investments (7.52) 12.11 6.29 7.23 1.82
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Total from Investment Operations. (7.47) 11.97 6.23 7.14 1.68
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LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.00 0.00 0.00 0.00 0.00
Distributions from Net Realized Gains 0.00 (0.04) (0.03) (0.66) (0.77)
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Total Distributions 0.00 (0.04) (0.03) (0.66) (0.77)
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Net Asset Value, End of Year $39.96 $47.43 $35.50 $29.30 $22.82
===========================================================================================
TOTAL RETURN (15.7%) 33.8% 21.3% 32.3% 8.0%
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RATIOS/SUPPLEMENTAL DATA
Net Assets (in millions) End of Year $4,410.5 $3,224.5 $1,166.1 $290.0 $80.3
Ratio of Expenses to Average Net
Assets 1.32% 1.35% 1.40% 1.44% 1.59%
Ratio of Net Investment Income
(Loss) to Average Net Assets 0.11% (0.52%) (0.29%) (0.55%) (0.71%)
- -------------------------------------------------------------------------------------------
Portfolio Turnover Rate 23.43% 13.23% 19.34% 35.15% 55.87%
</TABLE>
8 PROSPECTUS
<PAGE>
<TABLE>
<CAPTION>
BARON GROWTH FUND
Year Ended September 30
1998 1997 1996 1995*
<S> <C> <C> <C> <C>
Net Asset Value Beginning of Year $24.89 $18.40 $14.77 $10.00
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INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) 0.06 0.06 0.11 0.04
Net Realized and Unrealized Gains
(Losses) on Investments (4.56) 6.68 3.66 4.73
- ------------------------------------------------------------------------------------------
Total from Investment Operations (4.50) 6.74 3.77 4.77
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LESS DISTRIBUTIONS
Dividends from Net Investment Income (0.02) (0.09) (0.04) 0.00
Distributions from Net Realized Gains (0.05) (0.16) (0.10) 0.00
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Total Distributions (0.07) (0.25) (0.14) 0.00
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Net Asset Value, End of Year $20.32 $24.89 $18.40 $14.77
==========================================================================================
TOTAL RETURN (18.1%) 37.1% 25.8% 47.7%
RATIOS/SUPPLEMENTAL DATA
Net Assets (in millions), End of Year $315.6 $390.8 $207.2 $28.6
Ratio of Total Expenses to Average Net
Assets 1.43% 1.40% 1.54% 1.99%**
Less: Ratio of Interest Expenses to
Average Net Assets (0.06%)
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Ratio of expenses to Average Net
Assets Exclusive of Interest Expense 1.37% 1.40% 1.54% 1.99%**
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Ratio of Net Investment Income to
(Loss) to Average Net Assets 0.20% 0.37% 1.20% 1.13%**
Portfolio Turnover Rate............. 40.39% 25.17% 40.27% 40.56%
</TABLE>
* For the period January 3, 1995 (commencement of operations) to September
30, 1995.
** Annualized.
The Fund's custodian offset custody fees of $5,252(less than $0.01 per share) in
1996 and $12,003(less than $0.01 per share) in 1995. The expense ratio is gross
of the custodian offset.
PROSPECTUS 9
<PAGE>
<TABLE>
<CAPTION>
BARON SMALL CAP FUND
Year Ended September 30
1998*
<S> <C>
Net Asset Value Beginning of Year $10.00
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INCOME FROM INVESTMENT OPERATIONS
Net Investment Income (Loss) (0.02)
Net Realized and Unrealized Gains
(Losses) on Investments (1.37)
- ----------------------------------------------------------
Total from Investment Operations (1.39)
- ----------------------------------------------------------
LESS DISTRIBUTIONS
Dividends from Net Investment Income 0.00
Distributions from Net Realized Gains 0.00
- ----------------------------------------------------------
Total Distributions 0.00
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Net Asset Value, End of Year $ 8.61
==========================================================
TOTAL RETURN (13.9%)
- ----------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net Assets(in millions), End of Year $403.7
Ratio of Expenses to Average Net Assets 1.39%
Ratio of Net Investment Income to
(Loss) to Average Net Assets (0.20%)
Portfolio Turnover Rate 59.68%
</TABLE>
* For the period October 1, 1997 (commencement of operations) to September
30, 1998.
OTHER INVESTMENT STRATEGIES
WHAT ARE SOME OF THE OTHER INVESTMENTS THE FUNDS MAKE?
TEMPORARY INVESTMENTS o When the Adviser determines that opportunities for
profitable investments are limited or that adverse market conditions exist and
believes that investing for temporary defensive purposes is appropriate, all or
a portion of the Funds' assets may be invested in money market instruments,
which include U.S. Government securities, certificates of deposit, bankers'
acceptances, short-term investment grade corporate bonds and other short-term
debt instruments, and repurchase agreements. If the Funds take temporary
defensive positions their investment objectives may not be achieved. BARON ASSET
FUND may borrow up to 5% of its net assets for extraordinary or emergency
temporary investment purposes or to meet redemption requests which might
otherwise require an untimely sale of portfolio securities. BARON GROWTH
FUND and BARON
10 PROSPECTUS
<PAGE>
SMALL CAP FUND may borrow up to 30% of the value of their respective total
assets, including the amount borrowed, as of the time the borrowing is made for
temporary, emergency or other purposes.
ILLIQUID SECURITIES o BARON ASSET FUND may invest up to 10%, and BARON GROWTH
FUND and BARON SMALL CAP FUND may invest up to 15%, of their respective net
assets in securities that are illiquid. An illiquid security is one that cannot
be disposed of in the ordinary course of business within seven days.
SPECIAL SITUATIONS o The Funds may invest in "special situations." A special
situation arises when, in the opinion of the Adviser, the securities of a
company will be recognized and appreciate in value due to a specific anticipated
development at that company. Such developments might include a new product, a
management change, an acquisition or a technological advancement.
OPTIONS AND DERIVATIVES o BARON ASSET FUND may write (sell) covered call options
or purchase put options on equity and/or debt securities. BARON GROWTH FUND and
BARON SMALL CAP FUND may write (sell) put options and covered call options and
purchase put and call options on equity and/or debt securities. A call option
gives the purchaser of the options the right to buy, and when exercised
obligates the writer to sell, the underlying security at the exercise price. A
put option gives the purchaser of the option the right to sell, and when
exercised obligates the writer to buy, the underlying security at the exercise
price. The options may be listed or over-the-counter. The Funds may also enter
into equity swap agreements with approved parties.
REITs o The Funds may invest in the equity securities of real estate investment
trusts ("REITs"). A REIT is a corporation or business trust that invests in real
estate and derives its income from rents from real property or interest on loans
secured by mortgages on real property.
OTHER STRATEGIES o The Funds have additional investment strategies and
restrictions that govern their activities. For a list of these restrictions and
more information about the investment strategies, please see the section
"Investment Goals, Strategies and Risks" in the Statement of Additional
Information. Those that are identified as "fundamental"may only be changed with
shareholder approval, while the others may be changed by the Board of Trustees.
WHAT ARE SOME ADDITIONAL RISK FACTORS?
OPTIONS AND DERIVATIVES o Options may fail as hedging techniques in cases where
the price movements of the securities underlying the options do not follow the
price movements of the portfolio securities subject to the hedge. Gains on
investments in options and derivatives depend on the Adviser's ability to
anticipate correctly the direction of stock prices, interest rates, and other
economic factors. The dealer who
PROSPECTUS 11
<PAGE>
takes the other side of a derivative transaction could fail. Where a liquid
secondary market does not exist, the Fund would likely be unable to control
losses by closing its position.
BORROWINGS o To the extent a Fund borrows, it must maintain continuous asset
coverage of 300% of the amount borrowed. Such borrowing has special risks. Any
amount borrowed will be subject to interest costs that may or may not exceed the
appreciation of the securities purchased.
ILLIQUID SECURITIES o The absence of a trading market could make it difficult to
ascertain a market value for illiquid positions. A Fund's net asset value could
be adversely affected if there were no ready buyer at an acceptable price at the
time the Fund decided to sell. Time-consuming negotiations and expenses could
occur in disposing of the shares.
REAL ESTATE INVESTMENT TRUSTS o The market value of REITs may be affected by
changes in the tax laws or by their inability to qualify for the tax-free
pass-through of their income. The REIT portion of the portfolio may also be
affected by general fluctuations in real estate values and by defaults by
borrowers or tenants.
SPECIAL SITUATIONS o Investments in special situations have the risk that the
anticipated development does not occur or does not attract the expected
attention.
MANAGEMENT OF THE FUND
The Board of Trustees oversees the management of the Funds. A list of the Board
members and of the Funds' officers may be found in the Statement of Additional
Information. BAMCO, Inc., the Adviser, is located at 767 Fifth Avenue, New York,
New York 10153, and is responsible for portfolio management. It is a subsidiary
of Baron Capital Group, Inc. ("BCG"). Baron Capital, Inc. ("Baron Capital"), a
registered broker-dealer and the distributor of the shares of the Funds, is also
a subsidiary of BCG.
Ronald Baron is the founder, president, chief executive officer and chairman of
the Adviser and BCG and is the principal owner of BCG. Morty Schaja is the chief
operating officer of the Adviser and BCG.
Mr. Baron has been the portfolio manager of BARON ASSET FUND and BARON GROWTH
FUND since their inception. He has managed money for others since 1975.
Beginning in January 1999, BARON GROWTH FUND is managed by a team that is headed
by Ron Baron and that includes Matt Ervin and Mitch Rubin. Matt Ervin has been
an analyst with Baron Funds for 4 years and before that was an analyst at
another large money management firm. Mitch Rubin has worked at Baron Funds as a
analyst for 3 years and before that was an analyst at a large brokerage firm.
Clifford Greenberg has been the portfolio manag
12 PROSPECTUS
<PAGE>
er of BARON SMALL CAP FUND since its inception. Mr. Greenberg joined Baron Funds
in January of 1997. He was a general partner and portfolio manager at HPB
Associates, L.P., an investment partnership from January 1990 until he joined
Baron Funds. The portfolio managers are primarily responsible for the day-to-day
management of the portfolios. They also may serve as portfolio managers or
analysts for other products offered by affiliates that could conflict with their
responsibilities to the Funds. The Adviser also keeps the books of account of
each Fund, and calculates daily the income and net asset value per share of each
Fund. For its services, the Adviser receives a fee payable monthly from the
assets of each Fund equal to 1% per annum of each Fund's respective average
daily net asset value.
Brokerage transactions for the Funds in exchange-listed securities are executed
primarily by or through the Adviser's affiliate, Baron Capital, when consistent
with trying to obtain the best net results for the Funds. Baron Capital is a
registered broker-dealer and a member of the NASD. Please see the Statement of
Additional Information for more information about trade executions.
YEAR 2000 o Fund operations and shareholders could be adversely affected if the
computer systems used by BAMCO, the Funds' other service providers, and other
entities with computer systems linked to the Fund do not properly process and
calculate date- related information from and after January 1, 2000. BAMCO is
working to avoid these problems and to obtain assurances from other service
providers that they are taking similar steps. In addition, to the extent that
operations of issuers of securities held by the Funds are impaired by
date-related problems or prices decline as a result of real or perceived
date-related problems of issuers held by the Fund or generally, the net asset
value of the Funds will decline.
12b-1 PLAN
The Funds have adopted a plan under rule 12b-1 that allows the Fund to pay
distribution fees for the sale and distribution of their shares and for services
provided to shareholders. Because the fees are paid out of the Funds' assets on
an on-going basis, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges. The
12b-1 plan authorizes the Fund to pay Baron Capital a distribution fee equal on
an annual basis to 0.25% of each Fund's average daily net assets. See the
Statement of Additional Information for a more detailed listing of the expenses
covered by the Distribution Plan.
PROSPECTUS 13
<PAGE>
INFORMATION ABOUT YOUR INVESTMENT
HOW YOUR SHARES ARE PRICED
The purchase or sale price for your shares is the particular Fund's net asset
value per share ("NAV"), which is generally calculated as of the close of
trading of the New York Stock Exchange (usually 4:00 p.m. Eastern time) on each
day the Exchange is open. Your purchase or sale will be priced at the next NAV
calculated after your order is accepted by the Baron Funds' transfer agent. If
you purchase or sell shares through a brokerage firm, bank or other financial
institution, your transaction will receive the NAV next calculated after the
financial institution receives your order and transmits it to the Funds'
transfer agent. The Funds' investments are valued based on the last sale price
or where market quotations are not readily available, based on fair value as
determined by the Adviser, using procedures established by the Board of
Trustees. The Funds may have arrangements with certain institutions with respect
to the actual receipt of orders. The Funds may change the time at which orders
are priced if the Exchange closes at a different time or an emergency exists.
HOW TO PURCHASE SHARES
You may purchase shares of the Funds directly without paying a sales charge. An
application is included with this prospectus. Special applications are available
to open individual retirement accounts ("IRAs"). The minimum initial investment
is $2,000 unless you choose to invest through the Baron InvestPlan (see page
XX). There is no minimum for subsequent purchases. The Funds may reject any
proposed purchase.
At present, only U.S. citizens and non-U.S. citizens with a tax identification
number who reside in the U.S. may purchase shares of the Funds. Please call the
Funds' transfer agent at 1-800- 442-3814, if you have any questions.
You may invest or add to your account using any of the following methods:
BY MAIL
To open a new account send your signed application form with your check payable
to BARON FUNDS to:
Baron Funds
P.O. Box 419946
Kansas City, MO 64141-6946
Please make sure you indicate how much money you want invested in each Fund.
Checks must be payable in U.S. dollars and must be drawn on a U.S. bank. Third
party checks, credit cards and cash will not be accepted.
14 PROSPECTUS
<PAGE>
When adding to your account complete the additional investment form provided at
the bottom of your account statement or purchase confirmation. If you do not
have that form, write a note indicating in which Baron Fund the investment
should go and the account number. Send it to the address above.
BY WIRE
You can make your initial or additional investments in the Funds by wire. To do
so: (1) contact the Funds' transfer agent, DST Systems, Inc., at 1-800-442-3814
to obtain an account number. (2) Complete and sign the application form and mail
it to Baron Funds, P.O. Box 419946, Kansas City, MO 64141-6946. (3) Instruct
your bank to wire funds to the United Missouri Bank of Kansas City, N.A., ABA
No. 1010-0069-5, Account No. 98-7037-101-4. (4) Be sure to specify the following
information in the wire: (a) Fund you are buying, (b) your account number, (c)
your name, and (d) your wire number.
Please be sure to include your name and account number. The Fund is not
responsible for delays in the wiring process.
BY TELEPHONE
Once your account is open you may add to your investment by telephone and
exchange among the Baron Funds if you have elected that option on the
application. By choosing this option you authorize Baron Funds to draw on your
bank account. Please note that your accounts must be identically registered. To
add this option to your account, call 1-800-442-3814 for the forms.
BARON INVESTPLAN
Baron InvestPlan is an automatic investment plan offered by the Funds. The
minimum initial investment is $500 with monthly investments of as little as $50
automatically invested from your checking account. To enroll in the Baron
InvestPlan, complete the Enrollment Form (available by calling 1-800-99-BARON),
attach a voided check and mail them to Baron Funds, P.O. Box 419946, Kansas
City, MO 64141-6946.
THROUGH BROKER-DEALERS
You may purchase shares of the Funds through a broker-dealer or other financial
institution that may charge a transaction fee. If you purchase the shares
directly from the Funds, no transaction fee is charged. The Funds also
participate in no transaction fee programs with many national brokerage firms.
PROSPECTUS 15
<PAGE>
HOW TO REDEEM SHARES
You may redeem your shares of the Funds by any of the methods described below.
There are no redemption charges. If you are selling shares in an IRA account
please read the information in the IRA kit. Redemptions will not be made until
all of the requirements for redemption are met.
Redemptions are priced at the next NAV calculated after your redemption request
is received in proper form. If you have recently purchased shares your
redemption request may not be honored until the purchase check has cleared your
bank, which generally occurs within fifteen calendar days.
BY MAIL
Write a letter that includes the following information: the name of the
registered owner(s) of the account, the name of the Fund, the number of shares
or dollar amount to be redeemed, and the account number. The letter must be
signed in exactly the same way the account is registered, including the
signature of each joint owner, if applicable. Mail the request to the transfer
agent at:
Baron Funds
P.O. Box 419946
Kansas City, MO 64141-6946.
A SIGNATURE GUARANTEE IS REQUIRED FOR REDEMPTIONS GREATER THAN $50,000. See the
"Special Information About Redemptions" section on page XX. Within three days
after receipt of a redemption request by the transfer agent in proper form, the
Fund will normally mail you the proceeds.
BY TELEPHONE
If you have selected the telephone redemption option when you opened your
account, you may redeem your shares by telephone. To add this option to your
account call 1-800-442-3814 for a telephone redemption form. Once made, your
telephone request cannot be changed. The minimum amount that you may redeem by
telephone is $1,000. The maximum amount that you may redeem by telephone in any
quarter is $50,000. You may receive the proceeds by any one of the following
methods: (a) we will mail a check to the address to which your account is
registered, (b) we will transmit the proceeds by electronic funds transfer to a
pre-authorized bank account (usually a two banking day process), or (c) we will
wire the proceeds to a pre-authorized bank account for a $10.00 fee (usually a
next banking day process).
The Funds have the right to refuse a telephone redemption if they believe it
advisable to do so. If you have selected the telephone option you may be
responsible for any fraudulent telephone order as long as the Funds and their
transfer agent use reasonable procedures to confirm that telephone instructions
are genuine.
16 PROSPECTUS
<PAGE>
BY BROKER-DEALER
You may redeem shares through broker-dealers or other institutions who may
charge you a fee. The Funds may have special redemption procedures with certain
broker-dealers.
SPECIAL INFORMATION ABOUT REDEMPTIONS
If the amount to be redeemed is greater than $50,000, all of the signatures on a
redemption request and/or certificate must be guaranteed. If you have changed
your address within 30 days of a redemption request, a signature guarantee is
required. A signature guarantee helps protect you and the Funds from fraud. You
can obtain a signature guarantee from most securities firms or banks, but not
from a notary public. If you are redeeming $50,000 or less per quarter, and if
proceeds are sent to the address of record, no signature guarantee is required.
For joint accounts, each signature must be guaranteed. Please call if you are
unsure of any of the requirements. Please remember that the Funds will not
redeem your shares until the original letter of instruction with the signature
guarantee in proper form has been received by the transfer agent.
Any Fund share certificates that have been issued must be returned with your
redemption request. The transfer agent may require other documentation from
corporations, trustees, executors, and others who hold shares on behalf of
someone else. If you have any questions concerning the requirements, please call
the transfer agent at 1-800-442-3814. Redemptions will not be made until all of
the conditions, including receipt of all required documentation by the transfer
agent, have been satisfied.
A redemption or exchange of Fund shares may generate a tax liability.
If you redeem more than $250,000 or 1% of the net asset value of a Fund during
any 90-day period, the Fund has the right to pay the redemption price, either
totally or partially, by a distribution of portfolio securities instead of cash.
If your account falls below $2,000 because of withdrawals, the Fund may ask you
to increase your balance. If it is still below $2,000 after 60 days, the Fund
may close your account and send you the proceeds.
The Funds may suspend the normal redemption process if trading on the New York
Stock Exchange is suspended or if an emergency exists that reasonably precludes
the valuation of the Funds' net assets.
PROSPECTUS 17
<PAGE>
DISTRIBUTIONS AND TAXES
Each Fund pays its shareholders dividends from its net investment income and
distributes any net realized capital gains once each year. Your distributions
will be reinvested in the Fund unless you instruct the Fund otherwise. There are
no charges on reinvestments. After every distribution, the value of a share is
automatically reduced by the amount of the distribution. If you elect not to
reinvest and the postal or other delivery service is unable to deliver checks to
your address of record, your distribution will be reinvested in additional
shares. No interest will accrue on amounts represented by uncashed distribution
or redemption checks.
You are subject to federal income tax on Fund distributions, unless your
investment is in an IRA or other tax-advantaged account. The tax status of any
distribution is the same regardless of how long you have invested in the Fund
and whether you reinvest your distributions or take them in cash. Income and
short-term capital gain distributions are taxed at the ordinary income rate.
Long-term capital gains distributions are taxed at either 10% or 20%, depending
on your tax bracket. The tax status of the annual distribution will be detailed
in an annual tax statement from the Fund. Distributions declared by the Fund may
also be subject to state and local taxes. You should consult with your own tax
adviser regarding your personal tax situation.
If you do not provide the Fund with your valid social security or taxpayer
identification number, you will be subject to backup withholding for taxes.
GENERAL INFORMATION
CUSTODIAN, TRANSFER AGENT AND DIVIDEND AGENT
The Bank of New York, 48 Wall Street, New York, New York 10015 is the custodian
for the Baron Funds' cash and securities. DST Systems, Inc. serves as transfer
agent and dividend disbursing agent for the shares. They are not responsible for
investment decisions for the Baron Funds.
SHAREHOLDER INFORMATION
If you have questions about your account or transactions please contact the
transfer agent, DST Systems, Inc., P.O. Box 419946, Kansas City, MO 64141-6946,
or by telephone to 1-800-442-3814.
If you have questions about general Fund information please call the Baron
Funds' office at 1-800-99-BARON or 212-583-2100.
As a Massachusetts business trust, annual shareholder meetings are not required.
The Funds send quarterly reports to shareholders.
18 PROSPECTUS
<PAGE>
<PAGE>
[BACK COVER]
[REGISTERED CASTLE LOGO]
BARON
FUNDS
767 Fifth Avenue
NY, NY 10153
1-800-99-baron
FOR MORE INFORMATION
Investors who want more information about the Baron Funds may obtain the
following documents free upon request at the numbers or address below.
SHAREHOLDER REPORTS
Additional information about the Funds' investments is available in the Fund's
quarterly reports to Shareholders. In the Funds' annual report you will find a
discussion of the market conditions and investment strategies that significantly
affected the Funds' performance during the last fiscal year.
STATEMENT OF ADDITIONAL INFORMATION
Additional information is also contained in the Statement of Additional
Information dated January ,1999. A current Statement of Additional Information
is on file with the Securities and Exchange Commission ("SEC") and is
incorporated by reference. You may obtain the Statement of Additional
Information and the shareholder reports without charge by writing or calling the
Funds.
TO OBTAIN INFORMATION
By telephone: Call 1-800-992-2766
By mail, write to: Baron Funds
767 Fifth Avenue
New York, NY 10153
By e-mail: Send your request to:
[email protected]
On the internet: Text-only versions of Baron Funds documents can be
viewed on-line or downloaded from:
http://www.baronfunds.com
or from: http://www.sec.gov
OTHER
You can also obtain copies by visiting the SEC's Public Reference Room in
Washington, D.C. (phone 1-800-SEC-0330). Copies of this information may be
obtained, upon payment of a duplicating fee, by writing the Public Reference
Section of the SEC, Washington, D.C. 20549-6009.
Ticker Symbols: Baron Asset Fund BARAX
Baron Growth Fund BGRFX
Baron Small Cap Fund BSCFX
SEC file number: 811-5032 99PROSP
<PAGE>
BARON ASSET FUND
BARON GROWTH FUND
BARON SMALL CAP FUND
767 Fifth Avenue
New York, New York 10153
(800) 99-BARON
212-583-2100
________________________
STATEMENT OF ADDITIONAL INFORMATION
January 20, 1999
Re-Issued June 4, 1999
________________________
This Statement of Additional Information ("SAI") is not a prospectus. The Fund's
Prospectus, dated January 20, 1999, may be obtained without charge by writing or
calling the Funds at the address and telephone number above.
________________________
No person has been authorized to give any information or to make any
representations other than those contained in this SAI or in the related
Prospectus.
<PAGE>
TABLE OF CONTENTS
Page in
Statement
of
Additional Page in
Information Prospectus
FUND HISTORY AND CLASSIFICATION................. 3
Investment Goals, Strategies and Risks........ 3 3, 10
Options Transactions and Swaps................ 6 11
Use of Segregated and Other Special Accounts.. 7
Investment Restrictions....................... 8
Turnover Rate................................. 10
MANAGEMENT OF THE FUNDS......................... 10 12
Board of Trustees and Officers................ 10
Principal Holders of Shares................... 13
Investment Adviser............................ 13
Distribution Plan............................. 15 13
Brokerage..................................... 17
Custodian, Transfer Agent and Dividend Agent.. 19 18
REDEMPTION OF SHARES............................ 19 16
NET ASSET VALUE................................. 19 14
TAXES........................................... 19 18
ORGANIZATION AND CAPITALIZATION................. 20
General....................................... 20 18
Shareholder and Trustee Liability............. 21 18
OTHER INFORMATION............................... 21
<PAGE>
FUND HISTORY AND CLASSIFICATION
- --------------------------------
BARON ASSET FUND is a no-load, open-end, diversified management investment
company organized as a series fund and established under the laws of the
Commonwealth of Massachusetts on February 19, 1987. There are three series
currently available (individually a "Fund" and collectively the "Funds"): BARON
ASSET FUND, started in June of 1987, BARON GROWTH FUND, started in January of
1995, and BARON SMALL CAP FUND, started October 1, 1997. Effective May 19, 1999,
the shareholders of BARON GROWTH & INCOME FUND voted to change the investment
goal and objective to capital appreciation, dropping income as a secondary
objective. The Board of Trustees then changed the name of the Fund to BARON
GROWTH FUND.
INVESTMENT GOALS, STRATEGIES AND RISKS
- ---------------------------------------
BARON ASSET FUND's investment objective is to seek capital appreciation through
investments in securities of small and medium sized companies with undervalued
assets or favorable growth prospects. Baron Growth Fund's investment objective
is to seek capital appreciation. BARON SMALL CAP FUND's investment objective is
to seek capital appreciation through investments primarily in securities of
small companies. BARON ASSET FUND and BARON GROWTH FUND invest primarily in
small sized companies with market capitalizations of approximately $100 million
to $1.5 billion and medium sized companies with market values of $1.5 billion to
$5 billion. BARON SMALL CAP FUND invests at least 65% of its total assets,
measured at cost, in the securities of smaller companies with market values of
up to $1 billion. It may invest up to 35% in the securities of larger companies.
In addition to the principal investment strategies of the Funds described in the
Prospectus on pages 3 and 10, the Funds may use the additional strategies
described below. These investment strategies are not fundamental policies and
may be changed by the Fund's Board of Trustees. Shareholders would be notified
of any material changes. Some of the strategies discussed below are mentioned in
the Prospectus, but are explained in more detail here.
FOREIGN SECURITIES The Funds may invest up to 10% of their respective total
assets directly in the securities of foreign issuers which are not publicly
traded in the U.S. and may also invest in foreign securities in domestic markets
through depositary receipts without regard to this limitation. The Adviser
currently intends to invest not more than 10% of the Funds' assets in foreign
securities, including both direct investments and investments made through
depositary receipts. These securities may involve additional risks not
associated with securities of domestic companies, including exchange rate
fluctuations, political or economic instability, the imposition of exchange
controls, or expropriation or confiscatory taxation. Issuers of foreign
securities are subject to different, often less detailed, accounting, reporting
and disclosure requirements than are domestic issuers. The Funds may invest in
securities commonly known as American Depository Receipts ("ADRs"), and in
European Depository Receipts ("EDRs") or other securities convertible into
securities of foreign issuers. ADRs are certificates issued by a United States
bank or trust company and represent the right to receive securities of a foreign
issuer deposited in a domestic bank or foreign branch of a United States bank
and traded on a United States exchange or in an over-the- counter market. EDRs
are receipts issued in Europe generally by a non-U.S. bank or trust company that
evidence ownership of non-U.S. or domestic securities. Generally, ADRs are in
registered form and EDRs are in bearer form. There are no fees imposed on the
purchase or sale of ADR's or EDRs although the issuing bank or trust company may
impose fees on the purchase of dividends and the conversion of ADRs and EDRs
into the underlying securities. Investment in ADRs has certain advantages over
direct investment in the underlying non-U.S. securities, since (i) ADRs are U.S.
dollar denominated investments which are easily transferable and for which
market quotations are readily available and (ii) issuers whose securities are
represented by ADRs are subject to the same auditing, accounting and financial
reporting standards as domestic issuers. EDRs are not necessarily denominated in
the currency of the underlying security.
-3-
<PAGE>
LENDING The Funds may lend their portfolio securities to institutions as a means
of earning additional income. In lending their portfolio securities, the Funds
may incur delays in recovery of loaned securities or a loss of rights in the
collateral. To minimize such risks, such loans will only be made if the Funds
deem the other party to be of good standing and determines that the income
justifies the risk. BARON ASSET FUND will not lend more than 10% of its total
assets and BARON GROWTH FUND and BARON SMALL CAP FUND will not lend more than
25% of their respective total assets.
MORTGAGE-BACKED SECURITIES BARON GROWTH FUND may invest up to 5% of its assets
in mortgage-backed securities that are issued or guaranteed by U.S. government
agencies or instrumentalities, such as the Government National Mortgage
Association and the Federal National Mortgage Association. Mortgage-backed
securities represent direct or indirect participation in, or are secured by and
payable from, mortgage loans secured by real property. These securities are
subject to the risk that prepayments on the underlying mortgages will cause the
principal and interest on the mortgage-backed securities to be paid prior to
their stated maturities. Mortgage prepayments are more likely to accelerate
during periods of declining long-term interest rates. If a prepayment occurs,
BARON GROWTH FUND may have unanticipated proceeds which it may then have to
invest at a lower interest rate, and may be penalized by not having participated
in a comparable security not subject to prepayment.
WHEN-ISSUED SECURITIES The Funds may invest up to 5% of their respective assets
in debt and equity securities purchased on a when-issued basis. Although the
payment and interest terms of when-issued securities are established at the time
the purchaser enters into the commitment, the actual payment for and delivery of
when-issued securities generally takes place within 45 days. The Fund bears the
risk that interest rates on debt securities at the time of delivery may be
higher or lower than those contracted for on the when-issued security. Failure
of the issuer to deliver the security purchased on a when-issued basis may
result in a loss or missed opportunity to make an alternative investment.
MEDIUM AND LOWER RATED CORPORATE DEBT SECURITIES All of the Funds may invest in
debt securities. BARON GROWTH FUND and BARON SMALL CAP FUND may invest up to 35%
of their respective total assets in securities that are rated in the medium to
lowest rating categories by S&P and Moody's, some of which may be known as "junk
bonds."
The Funds will rely on the Adviser's judgment, analysis and experience in
evaluating debt securities. The Adviser believes that the difference between
perceived risk and actual risk creates the opportunity for profit which can be
realized through thorough analysis. Ratings by S&P and Moody's evaluate only the
safety of principal and interest payments, not market value risk. Because the
creditworthiness of an issuer may change more rapidly than is able to be timely
reflected in changes in credit ratings, the Adviser monitors the issuers of
corporate debt securities held in the Funds' portfolio. The credit ratings
assigned by a rating agency to a security are not considered by the Adviser in
selecting a security. The Adviser examines the intrinsic value of a security in
light of market conditions and the underlying fundamental values. Because of the
nature of medium and lower rated corporate debt securities, achievement by the
Funds of their respective investment objectives when investing in such
securities is dependent on the credit analysis of the Adviser. The Adviser could
be wrong in its analysis. If the Funds purchased primarily higher rated debt
securities, risks would be substantially reduced.
A general economic downturn or a significant increase in interest rates could
severely disrupt the market for medium and lower grade corporate debt securities
and adversely affect the market value of such securities. The ability of issuers
of medium and lower grade corporate debt securities to repay principal and to
pay interest, to meet projected business goals and to obtain additional
financing may be adversely affected by economic conditions. Such consequences
could lead to an increased incidence of default for such securities and
adversely affect the value of the corporate debt securities in a
-4-
<PAGE>
Fund's portfolio. The secondary market prices of medium and lower grade
corporate debt securities are more sensitive to adverse economic changes or
individual corporate developments than are higher rated debt securities. Adverse
publicity and investor perceptions, whether or not based on rational analysis,
and periods of economic uncertainty may also affect the value and liquidity of
medium and lower grade corporate debt securities, although such factors also
present investment opportunities when prices fall below intrinsic values. Yields
on debt securities in the portfolio that are interest rate sensitive can be
expected to fluctuate over time.
To the extent that there is no established market for some of the medium or low
grade corporate debt securities in which the Funds may invest, there may be thin
or no trading in such securities and the ability of the Adviser to value
accurately such securities may be adversely affected. Further, it may be more
difficult for a Fund to sell securities for which no established retail market
exists as compared with securities for which such a market does exist. During
periods of reduced market liquidity and in the absence of readily available
market quotations for medium and lower grade corporate debt securities held in a
Fund's portfolio, the responsibility of the Adviser to value that Fund's
securities becomes more difficult and the Adviser's judgment may play a greater
role in the valuation of the Fund's securities due to a reduced availability of
reliable objective data.
To the extent that a Fund purchases illiquid securities or securities which are
restricted as to resale, that Fund may incur additional risks and costs.
Illiquid and restricted securities may be particularly difficult to value and
their disposition may require greater effort and expense than more liquid
securities. A Fund may be required to incur costs in connection with the
registration of restricted securities in order to dispose of such securities,
although under Rule 144A under the Securities Act of 1933 certain securities may
be determined to be liquid pursuant to procedures adopted by the Board of
Trustees under applicable guidelines. The Funds may invest in securities of
distressed issuers when the intrinsic values of such securities, in the opinion
of the Adviser, warrant such investment.
OTHER DEBT SECURITIES The Funds may invest in zero-coupon, step-coupon, and
pay-in-kind securities. These securities are debt securities that do not make
regular interest payments. Zero-coupon and step-coupon securities are sold at a
deep discount to their face value; pay-in-kind securities pay interest through
the issuance of additional securities. The market value of these debt securities
generally fluctuates in response to changes in interest rates to a greater
degree than interest-paying securities of comparable term and quality. The
secondary market value of corporate debt securities structured as zero coupon
securities or payment-in-kind securities may be more volatile in response to
changes in interest rates than debt securities which pay interest periodically
in cash. Because such securities do not pay current interest, but rather, income
is accrued, to the extent that a Fund does not have available cash to meet
distribution requirements with respect to such income, it could be required to
dispose of portfolio securities that it otherwise would not. Such disposition
could be at a disadvantageous price. Investment in such securities also involves
certain tax considerations.
BARON GROWTH FUND and BARON SMALL CAP FUND from time to time may also purchase
indebtedness and participations therein, both secured and unsecured, of debtor
companies in reorganization or financial restructuring. Such indebtedness may be
in the form of loans, notes, bonds or debentures. When the Funds purchase a
participation interest they assume the credit risk associated with the bank or
other financial intermediary as well as the credit risk associated with the
issuer of any underlying debt instrument. The Funds may also purchase trade and
other claims against, and other unsecured obligations of, such debtor companies,
which generally represent money due a supplier of goods or services to such
company. Some debt securities purchased by the Funds may have very long
maturities. The length of time remaining until maturity is one factor the
Adviser considers in purchasing a particular indebtedness. The purchase of
indebtedness of a troubled company always involves a risk as to the
creditworthiness of the issuer and the possibility that the investment may be
lost. The Adviser believes
-5-
<PAGE>
that the difference between perceived risk and actual risk creates the
opportunity for profit which can be realized through thorough analysis. There
are no established markets for some of this indebtedness and it is less liquid
than more heavily traded securities. Indebtedness of the debtor company to a
bank are not securities of the banks issuing or selling them. The Funds may
purchase loans from national and state chartered banks as well as foreign ones.
The Funds may invest in senior indebtedness of the debtor companies, although on
occasion subordinated indebtedness may also be acquired. The Funds may also
invest in distressed first mortgage obligations and other debt secured by real
property. The Funds do not currently anticipate investing more than 5% of their
respective assets in trade and other claims.
The Funds may enter into repurchase agreements with certain banks or non-bank
dealers. In a repurchase agreement the Fund buys a security at one price, and at
the time of sale, the seller agrees to repurchase that security at a mutually
agreed upon time and price. Repurchase agreements could involve certain risks in
the event of the failure of the seller to repurchase the securities as agreed,
which may cause a fund to suffer a loss, including loss of interest on or
principal of the security, and costs associated with delay and enforcement of
the repurchase agreement. Repurchase agreements with a duration of more than
seven days are considered illiquid securities.
As a form of borrowing, BARON GROWTH FUND and BARON SMALL CAP FUND may engage in
reverse repurchase agreements with certain banks or non-bank dealers, where the
Fund sells a security and simultaneously agrees to buy it back later at a
mutually agreed upon price. To the extent a Fund engages in reverse repurchase
agreements it will maintain a segregated account consisting of liquid assets or
highly marketable securities to cover its obligations. Reverse repurchase
agreements may expose the Fund to greater fluctuations in the value of its
assets.
OPTIONS TRANSACTIONS AND SWAPS
- ------------------------------
BARON ASSET FUND may write (sell) covered call options or purchase put options
on equity and/or debt securities. BARON GROWTH FUND and BARON SMALL CAP FUND may
(write) sell put and covered call options and purchase put and call options on
equity and/or debt securities. The Funds may also enter into equity swap
transactions. All calls sold by the Funds must be "covered" (i.e., a Fund must
own the underlying securities) or must meet the asset segregation requirements
described below as long as the call is outstanding. Even though a Fund will
receive the option premium to help protect it against loss, a call sold by a
Fund exposes that Fund during the term of the option to possible loss of
opportunity to realize appreciation in the market price of the underlying
security or instrument and may require the Fund to hold a security or instrument
which it might otherwise have sold.
A put option gives the purchaser of the option, upon payment of a premium, the
right to sell, and the writer the obligation, when exercised, to buy, the
underlying security, at the exercise price. A call option, upon payment of a
premium, gives the purchaser of the option the right to buy, and the seller if
exercised, the obligation to sell, the underlying security at the exercise
price. An American style put or call option may be exercised at any time during
a fixed period while a European style put or call option may be exercised only
upon expiration or during a fixed period prior thereto, and the Funds may engage
in either style option. The Funds are authorized to engage in transactions with
respect to exchange-listed options, over-the-counter options ("OTC options") and
other derivative investments. Exchange-listed options are issued by a regulated
intermediary such as the Options Clearing Corporation ("OCC"), which guarantees
the performance of the obligations of the parties to such options. The
discussion below uses the OCC as an example, but is also applicable to other
financial intermediaries.
Rather than taking or making delivery of the underlying security through the
process of exercising the option, listed options are usually closed by entering
into offsetting purchase or sale transactions that do not result in ownership of
the new option. The Fund's ability to close out its position as a
-6-
<PAGE>
purchaser or seller of an OCC or exchange- listed put or call option is
dependent, in part, upon the liquidity of the option market. Among the possible
reasons for the absence of a liquid option market on an exchange are: (i)
insufficient trading interest in certain options; (ii) restrictions on
transactions imposed by an exchange; (iii) trading halts, suspensions or other
restrictions imposed with respect to particular classes or series of options or
underlying securities including reaching daily price limits; (iv) interruption
of the normal operations of the OCC or an exchange; (v) inadequacy of the
facilities of an exchange or OCC to handle current trading volume; or (vi) a
decision by one or more exchanges to discontinue the trading of options (or a
particular class or series of options), in which event the relevant market for
that option on that exchange would cease to exist, although outstanding options
on that exchange would generally continue to be exercisable in accordance with
their terms. The hours of trading for listed options may not coincide with the
hours during which the underlying instruments are traded. To the extent that the
option markets close before the markets for the underlying instruments,
significant price and rate movements can take place in the underlying markets
that cannot be reflected in the option markets.
OTC options are purchased from or sold to securities dealers, financial
institutions or other parties ("Counterparties") through direct bilateral
agreement with the Counterparty. In contrast to exchange-listed options, which
generally have standardized terms and performance mechanics, all the terms of an
OTC option are negotiated by the parties. The Funds expect generally to enter
into OTC options that have cash settlement provisions, although they are not
required to do so.
Equity swap transactions are entered into with financial institutions through a
direct agreement with the Counterparty, generally an ISDA Master Agreement, the
specific terms of which are negotiated by the parties. The Funds may use equity
swaps, or other derivative instruments, for hedging purposes against potential
adverse movements in security prices or for non-hedging purposes such as seeking
to enhance return. The Funds may be required to post collateral for such
transactions.
Unless the parties provide for it, there is no central clearing or guaranty
function in an OTC option or derivatives, including swaps. As a result, if the
Counterparty fails to make or take delivery of the security, or other instrument
or fails to make a cash settlement payment due in according with the option, the
Fund will lose any premium it paid for the option as well as any anticipated
benefit of the transaction. The Adviser must assess the creditworthiness of each
Counterparty to determine the likelihood that the terms of the OTC option or the
derivative will be satisfied. The Funds will engage in OTC option transactions
and derivatives only with previously approved Counterparties. The staff of the
SEC currently takes the position that OTC options purchased by a fund, and
portfolio securities "covering" the amount of the fund's obligation pursuant to
an OTC option sold by it (the cost of the sell-back plus the in-the-money
amount, if any,) are illiquid, and are subject to a fund's limitations on
investments in illiquid securities.
USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS
- -----------------------------------------------
Many hedging transactions, in addition to other requirements, require that a
Fund segregate liquid high grade assets with its custodian to the extent Fund
obligations are not otherwise "covered" through ownership of the underlying
security or instrument. In general, either the full amount of any obligation by
the Fund to pay or deliver securities or assets must be covered at all times by
the securities or instruments required to be delivered, or, subject to any
regulatory restrictions, an amount of cash or liquid high grade securities at
least equal to the current amount of the obligation must be segregated with the
custodian. The segregated assets cannot be sold or transferred unless equivalent
assets are substituted in their place or it is no longer necessary to segregate
them. For example, a call option written by a Fund will require that Fund to
hold the securities subject to the call (or securities convertible into the
needed securities without additional consideration) or to segregate liquid high
grade
-7-
<PAGE>
securities sufficient to purchase and deliver the securities if the call is
exercised. A put option written requires that the Fund segregate liquid, high
grade assets equal to the exercise price. Hedging transactions may be covered by
other means when consistent with applicable regulatory policies.
INVESTMENT RESTRICTIONS
- -----------------------
BARON ASSET FUND, BARON GROWTH FUND, and BARON SMALL CAP FUND have adopted
investment restrictions, described below, which are fundamental policies of the
Funds and may not be changed without the approval of the Funds' shareholders.
Unless otherwise noted, all percentage restrictions are measured as of the time
of the investment after giving effect to the transaction.
BARON ASSET FUND may not:
1. Issue senior securities except in connection with any permitted borrowing
where the Fund is deemed to have issued a senior security;
2. Borrow money except from banks for temporary purposes in an amount not
exceeding 5% of the Fund's net assets at the time the borrowing is made;
3. Purchase securities on margin except for short-term credit necessary for
the clearance of portfolio transactions;
4. Make short sales of securities, maintain a short position, or write put
options;
5. Purchase or sell commodities or commodity contracts;
6. Purchase or sell real estate or real estate mortgage loans or invest in the
securities of real estate companies unless such securities are publicly
traded;
7. Invest in oil, gas or mineral-related programs or leases;
8. Invest more than 25% of the value of its total assets in any one industry,
except investments in U.S. government securities;
9. Purchase the securities of any one issuer other than the U.S. government or
any of its agencies or instrumentalities, if immediately after such
purchase more than 5% of the value of the Fund's total assets would be
invested in such issuer or the Fund would own more than 10% of the
outstanding voting securities of such issuer, except that up to 25% of the
value of the Fund's total assets may be invested without regard to the 5%
and 10% limitations;
10. Invest more than 10% of the value of the Fund's total assets in securities
which are restricted or illiquid or in repurchase agreements maturing or
terminable in more than seven days;
11. Invest in securities of other open end investment companies (except in
connection with a merger, consolidation or other reorganization and except
for the purchase of shares of registered open-end money market mutual funds
if double advisory fees are not assessed), invest more than 5% of the value
of the Fund's total assets in more than 3% of the total outstanding voting
securities of another investment company or more than 10% of the value of
the Fund's total assets in securities issued by other investment companies;
12. Participate on a joint, or a joint and several, basis in any securities
trading account;
13. Underwrite securities of other issuers;
14. Make loans to other persons, except up to 10% of the value of the Fund's
total assets in loans of portfolio securities and except to the extent that
the purchase of publicly traded debt securities and the entry into
repurchase agreements in accordance with the Fund's investment objective
and policies may be deemed to be loans;
15. Mortgage, pledge or hypothecate any portfolio securities owned or held by
the Fund, except as may be necessary in connection with permitted
borrowing;
16. Invest more than 5% of its total assets in warrants to purchase common
stock;
-8-
<PAGE>
17. Purchase securities of any issuer with a record of less than three years'
continuous operation, including predecessors, except obligations issued or
guaranteed by the U.S. Government or its agencies or instrumentalities, if
such purchase would cause the investments of the Fund in all such issuers
to exceed 5% of the value of the total assets of the Fund; or
18. Purchase or retain any securities of an issuer any of whose officers,
directors, trustees or security holders is an officer or Trustee of the
Fund, or is a member, officer or Director of the Adviser, if after the
purchase of the securities of such issuer by the Fund one or more of such
persons owns beneficially more than 1/2 of 1% of the shares or securities,
or both, all taken at market value, of such issuer, and such persons owning
more than of 1% of such shares or securities together own beneficially
more than 5% of such shares or securities, or both, all taken at market
value.
BARON GROWTH FUND and BARON SMALL CAP FUND may not:
1. Issue senior securities or borrow money or utilize leverage in excess of
25% of its net assets (plus 5% for emergency or other short-term purposes)
from banks from time to time.
2. Except as described in the prospectus or SAI, engage in short-sales,
purchase securities on margin or maintain a net short position.
3. Purchase or sell commodities or commodity contracts except for hedging
purposes and in conformity with regulations of the Commodities Futures
Trading Commission such that the Fund would not be considered a commodity
pool.
4. Purchase or sell oil and gas interests or real estate. Debt or equity
securities issued by companies engaged in the oil, gas or real estate
business are not considered oil or gas interests or real estate for
purposes of this restriction. First mortgage loans and other direct
obligations secured by real estate are not considered real estate for
purposes of this restriction.
5. Invest more than 25% of the value of its total assets in any one industry,
except investments in U.S. government securities.
6. Purchase the securities of any one issuer other than the U.S. government or
any of its agencies or instrumentalities, if immediately after such
purchase more than 5% of the value of the Fund's total assets would be
invested in such issuer or the Fund would own more than 10% of the
outstanding voting securities of such issuer, except that up to 25% of the
value of the Fund's total assets may be invested without regard to the 5%
and 10% limitations.
7. Underwrite securities of other issuers.
8. Make loans, except to the extent the purchase of debt obligations of any
type (including repurchase agreements and corporate commercial paper) are
considered loans and except that the Fund may lend portfolio securities to
qualified institutional investors in compliance with requirements
established from time to time by the Securities and Exchange Commission and
the securities exchanges where such securities are traded.
9. Participate on a joint, or a joint and several, basis in any securities
trading account.
10. Mortgage, pledge or hypothecate any of its assets, except as may be
necessary in connection with options, loans of portfolio securities, or
other permitted borrowings.
11. Purchase securities of any issuer with a record of less than three years'
continuous operations, including predecessors, except obligations issued or
guaranteed by the U.S. government or its agencies or instrumentalities, if
such purchase would cause the investments of the Fund in all such issuers
to exceed 5% of the value of the total assets of the Fund.
12. Invest more than 15% of its assets in restricted or illiquid securities,
including
-9-
<PAGE>
repurchase agreements maturing in more than seven days.
As a non-fundamental policy, BARON GROWTH FUND and BARON SMALL CAP FUND
will not:
1. Invest in securities of other registered investment companies (except in
connection with a merger, consolidation or other reorganization and except
for the purchase of shares of registered open-end money market funds if
double advisory fees are not assessed), invest more than 5% of the value of
the Fund's total assets in more than 3% of the total outstanding voting
securities of another investment company or more than 10% of the value of
the Fund's total assets in securities issued by other investment companies.
2. Invest more than 5% of its total assets in warrants to purchase common
stock.
3. Purchase the securities of any issuer of which any officer or director of
the Fund owns 1/2 of 1% of the outstanding securities or in which the
officers and directors in the aggregate own more than 5%.
The Securities and Exchange Commission currently requires that the following
conditions be met whenever portfolio securities are loaned: (1) the Fund must
receive at least 100% cash collateral from the borrower; (2) the borrower must
increase such collateral whenever the market value of the securities rises above
the level of such collateral; (3) the Fund must be able to terminate the loan at
any time; (4) the Fund must receive reasonable interest on the loan, as well as
any dividends, interest or other distributions on the loaned securities, and any
increase in market value; (5) the Fund may pay only reasonable custodian fees in
connection with the loan; and (6) while voting rights on the loaned securities
may pass to the borrower, the Fund's trustees must terminate the loan and regain
the right to vote the securities if a material event adversely affecting the
investment occurs. These conditions may be subject to future modifications. The
portfolios of the Funds are valued every day the New York Stock Exchange is open
for trading.
With respect to investments in warrants, the Funds will not invest in excess of
2% of the value of the particular Fund's net assets in warrants that are not
listed on the New York or American Stock Exchanges. Warrants are essentially
options to purchase equity securities at a specified price valid for a specific
period of time. Their prices do not necessarily move parallel to the prices of
the underlying securities. Warrants have no voting rights, receive no dividends
and have no rights with respect to the assets of the issuer.
TURNOVER RATE
- -------------
The adviser expects that the average annual turnover rate of the portfolios of
BARON ASSET FUND and BARON GROWTH FUND should not exceed 50% and of BARON SMALL
CAP FUND should not exceed 100%. For the year ended September 30, 1998, BARON
ASSET FUND's portfolio turnover was 23%, BARON GROWTH FUND's portfolio turnover
was 40%, and Baron Small Cap Fund's portfolio turnover was 59%. For the year
ended September 30, 1997, BARON ASSET FUND's portfolio turnover was 13% and
BARON GROWTH FUND's was 25%. The turnover rate fluctuates depending on market
conditions.
MANAGEMENT OF THE FUNDS
- -----------------------
BOARD OF TRUSTEES AND OFFICERS
- ------------------------------
The Board of Trustees oversees the management of the Funds. The Trustees and
executive officers of the Funds and their principal occupations during the last
five years are set forth below.
-10-
<PAGE>
<TABLE>
<CAPTION>
Position Held Principal Occupation(s)
Name, Address & Age With the Fund During Past Five Years
- -------------------- ------------- ---------------------------------------
<S> <C> <C>
Ronald Baron *+ 55 President, Chief Investment President and Director of: Baron
767 Fifth Avenue Officer and Trustee Capital, Inc. (1982-Present), Baron
New York, NY 10153 Capital Management, Inc.(1983-Present) Baron Capital
Group, Inc. (1984-Present), BAMCO, Inc. (1987-Present).
Norman S. Edelcup @ 63 Trustee Chairman, Item Processing of
244 Atlantic Isle America (1989-Present), (financial
N. Miami Beach, FL 33160 institution service bureau); Director, Valhi Inc. (1975-Present)
(diversified company); Director, Artistic Greetings,
Inc. (1985-Present).
Mark M. Feldman 47 Trustee President and Chief Executive Officer,
444 Madison Avenue, Ste 703 Cold Spring Group, Inc. (1993-Present)
New York, NY 10020 (reorganization and restructuring consulting); various restructuring
and corporate development engagements(1995-Present) (case
and litigation management); Director, SNL Securities,
Inc. (1997-Present) (publisher of data bases and manager of a bank
and thrift stock portfolio); Trustee, Aerospace Creditors
Liquidating Trust (1993-1997)(administered and liquidated assets).
Irwin Greenberg @ 67 Trustee Chairman (1994-1997) and Director
4303 W. Wyndemere Circle (1991-Present), Lehigh Valley Hospital
Schnecksville, PA 18078 Board; Retail Consultant, 1990-Present); (Director, Cedar Crest
College (1990-Present); Director, Henry Lehr & Co., Inc.
(1996-Present) (insurance); President and Chief Executive Officer,
Hess's Department Stores (1976-1990).
Clifford Greenberg 39 Vice President Vice President, Baron Capital, Inc.,
767 Fifth Avenue Baron Capital Group, Inc., BAMCO, Inc.
New York, NY 10153 (1997-Present); General Partner, HPB Associates, L.P. (1984-1996)
(investment partnership).
Linda S. Martinson*+ 43 Secretary, General Counsel and Secretary of:
767 Fifth Avenue Vice President Baron Capital, Inc. (1983-Present),
New York, NY 10153 and Trustee BAMCO, Inc. (1987-Present), Baron Capital Group, Inc. (1984-Present),
Baron Capital Management, Inc. (1983-Present).
</TABLE>
-11-
<PAGE>
<TABLE>
<CAPTION>
Position Held Principal Occupation(s)
Name, Address & Age With the Fund During Past Five Years
- -------------------- ------------- -----------------------------------------
<S> <C> <C>
Charles N. Mathewson 70 Trustee Chairman of the Board, International
9295 Prototype Road Game Technology (1986-Present)
Reno, NV 89511 (manufacturer of microprocessor-controlled gaming machines and
monitoring systems).
Harold W. Milner 64 Trustee Retired; President and Chief Executive
2293 Morningstar Drive Officer, Kahler Realty Corporation
Park City, UT 84060 (1985-1997) (hotel ownership and management).
Raymond Noveck+ 55 Trustee President, The Medical Information
31 Karen Road Line, Inc. (1997-Present) (health care
Waban, MA 02168 information); President, Strategic information); Director, Horizon
/CMS Healthcare Corporation (1987-1997).
Susan Robbins 44 Vice President Senior Analyst, Vice President and
767 Fifth Avenue Director of: Baron Capital, Inc. (1982-
New York, NY 10153 Present), Baron Capital Management, Inc.(1984-Present).
Morty Schaja* 44 Senior Vice Senior Vice President and Chief
767 Fifth Avenue President, Chief Operating Officer of Baron Capital, Inc.
New York, NY 10153 Operating Officer and Trustee (1997-Present), Managing Director, Vice President, Baron Capital,
Inc. (1991-Present) and Director, Baron Capital
Group, Inc., Baron Capital Management, Inc., and BAMCO, Inc.
(1997-Present).
David A.Silverman, M.D. 48 Trustee Physician and Faculty, New York University
239 Central Park West School of Medicine (1976-Present).
New York, NY 10024
Peggy Wong 38 Treasurer and Treasurer and Chief Financial Officer
767 Fifth Avenue Chief Financial Officer of: Baron Capital, Inc., Baron Capital
New York, NY 10153 Group, Inc., BAMCO, Inc., Baron Capital
Management, Inc.(1987-Present).
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Trustees deemed to be "interested persons" of the Fund as that term is
defined in the Investment Company Act of 1940.
+ Members of the Executive Committee, which is empowered to exercise all of
the powers, including the power to declare dividends, of the full Board of
Trustees when the full Board of Trustees is not in session.
@ Members of the Audit Committee.
-12-
<PAGE>
The Trustees of the Funds' received the following compensation from the Funds
for the fiscal year ended September 30, 1998:
<TABLE>
<CAPTION>
Aggregate Compensation Total Compensation
Name From the Funds From the Funds Paid to Trustees
- ----------------- ---------------------- -------------------------------
<S> <C> <C>
Ronald Baron $0 $0
Norman Edelcup $13,000 $13,000
Neil Elliott $ 1,125 $ 1,125
Linda S. Martinson $0 $0
Charles Mathewson $ 4,000 $ 4,000
Mark Feldman $12,500 $12,500
Irwin Greenberg $15,000 $15,000
Harold Milner $12,500 $12,500
Raymond Noveck $12,500 $12,500
Morty Schaja $0 $0
David Silverman $12,500 $12,500
Daniel Tisch $12,500 $12,500
TOTALS $95,625 $95,625
</TABLE>
PRINCIPAL HOLDERS OF SHARES
- ---------------------------
As of December 31, 1998, the following persons were known to the Funds to be the
record or beneficial owners of more than 5% of the outstanding securities of the
Funds:
<TABLE>
<CAPTION>
Baron Asset Baron Growth Baron Small
Fund Fund Cap Fund
----------- ------------- -----------
<S> <C> <C> <C>
Charles Schwab & Co., Inc. 42.6% 39.2% 42.4%
National Financial Services Corp. 13.7% 16.4% 26.4%
Donaldson, Lufkin & Jenrette 5.0% 0.0% 5.3%
</TABLE>
All of the above record owners are brokerage firms or other Financial
Institutions that hold stock for the benefit of their respective customers. As
of December 31, 1998, all of the officers and Trustees of BARON ASSET FUND as a
group beneficially owned directly or indirectly 0.19% of BARON ASSET FUND's
outstanding shares 0.55% of BARON GROWTH FUND's outstanding shares and 0.57% of
BARON SMALL CAP FUND's outstanding shares.
INVESTMENT ADVISER
- ------------------
The investment adviser to the Funds is BAMCO, Inc. (the "Adviser"), a New York
corporation with its principal offices at 767 Fifth Avenue, New York, N.Y. 10153
and a subsidiary of Baron Capital Group, Inc. ("BCG"). Mr. Ronald Baron is the
controlling stockholder of BCG and is BAMCO's chief investment officer. Mr.
Baron has over 28 years of experience as a Wall Street analyst and has managed
money for others for over 23 years. He has been a participant in Barron's
Roundtable and has been a featured guest on Wall Street Week, CNN and CNBC/FNN.
Pursuant to separate Advisory Agreements with each Fund (the "Advisory
Agreement"), the Adviser furnishes continuous investment advisory services and
management to each Fund, including making the day-to-day investment decisions
and arranging portfolio transactions for the Funds subject to such policies as
the Trustees may determine. BARON
-13-
<PAGE>
ASSET FUND incurred advisory expenses of $45,074,474 for the year ended
September 30, 1998; $18,573,064 for the year ended September 30, 1997; and
$6,923,899 for the year ended September 30, 1996. BARON GROWTH FUND incurred
advisory expenses of $4,310,057 for the year ended September 30, 1998;
$2,828,391 for the year ended September 30, 1997; and $994,621 for the year
ended September 30, 1996. BARON SMALL CAP FUND incurred advisory expenses of
$4,041,420 for the year ended September 30, 1998, its first year of operation.
Under the Advisory Agreements, the Adviser, at its own expense and without
reimbursement from the Funds, furnishes office space and all necessary office
facilities, equipment and executive personnel for managing the Funds, and pays
the salaries and fees of all officers and Trustees who are interested persons of
the Adviser.
The Funds pay all operating and other expenses not borne by the Adviser such as
audit, accounting and legal fees; custodian fees; expenses of registering and
qualifying its shares with federal and state securities commissions; expenses in
preparing shareholder reports and proxy solicitation materials; expenses
associated with each Fund's shares such as dividend disbursing, transfer agent
and registrar fees; certain insurance expenses; compensation of Trustees who are
not interested persons of the Adviser; and other miscellaneous business
expenses. The Funds also pay the expenses of offering the shares of each
respective Fund, including the registration and filing fees, legal and
accounting fees and costs of printing the prospectus and related documents. Each
Fund also pays all taxes imposed on it and all brokerage commissions and
expenses incurred in connection with its portfolio transactions.
The Adviser utilizes the staffs of BCG and its subsidiary Baron Capital
Management, Inc. ("BCM") to provide research. Directors, officers or employees
of the Adviser and/or its affiliates may also serve as officers or Trustees of
the Funds. BCM is an investment adviser to institutional and individual
accounts. Clients of BCM have investment objectives which may vary only slightly
from those of each other and of the Funds. BCM invests assets in such clients'
accounts and in the accounts of principals and employees of BCM and its
affiliates in investments substantially similar to, or the same as, those which
constitute the principal investments of the Funds. When the same securities are
purchased for or sold by a Fund and any of such other accounts, it is the policy
of the Adviser and BCM to allocate such transactions in a manner deemed
equitable by the Adviser, and for the principals and employees of the Adviser,
BCM, and affiliates to take either the same or least favorable price of the day.
All trading by employees is subject to the Code of Ethics of the Funds and the
Adviser. In certain circumstances the Adviser may make investments for the Funds
that conflict with investments being made by BCM. The Adviser may also make
investment decisions for a Fund that are inconsistent with the investment
decisions for another Fund.
Each Advisory Agreement provides that the Fund may use "Baron" as part of its
name for so long as the Adviser serves as investment adviser to that Fund. Each
Fund acknowledges that the word "Baron" in its name is derived from the name of
the entities controlling, directly and indirectly, the Adviser, which derive
their name from Ronald Baron; that such name is the property of the Adviser and
its affiliated companies for copyright and/or other purposes; and that if for
any reason the Adviser ceases to be that Fund's investment adviser, that Fund
will promptly take all steps necessary to change its name to one that does not
include "Baron," absent the Adviser's written consent.
Each Advisory Agreement provides that the Adviser shall have no liability to
that Fund or its shareholders for any error of judgment or mistake of law or for
any loss suffered by that Fund; provided, that the Adviser shall not be
protected against liabilities arising by virtue of willful misfeasance, bad
faith or gross negligence, or reckless disregard of the Adviser's obligations
under the Advisory Agreement.
-14-
<PAGE>
The Advisory Agreements were approved by a majority of the Trustees, including a
majority of the Trustees who are not "interested persons" ( as defined by the
Investment Company Act of 1940 ("1940 Act" )) for BARON ASSET FUND on May 11,
1987, for BARON GROWTH FUND on October 21, 1994 and for BARON SMALL CAP FUND on
July 29, 1997. BARON SMALL CAP FUND's Advisory Agreement is for an initial two
year period but the Advisory Agreements must normally be approved annually by
the Trustees or a majority of the particular Fund's shares and by a majority of
the Trustees who are not parties to the Advisory Agreement or interested persons
of any such party. With respect to BARON ASSET FUND and BARON GROWTH FUND, such
approval for 1998 was approved at a Board of Trustees meeting held on April 28,
1998.
Each Advisory Agreement is terminable without penalty by either the Fund (when
authorized by majority vote of either its outstanding shares or the Trustees) or
the Adviser on 60 days' written notice. Each Advisory Agreement shall
automatically terminate in the event of its "assignment" (as defined by 1940
Act).
SERVICE AGREEMENTS
- ------------------
The Funds have agreements with various service providers pursuant to which
administrative services such as record keeping, reporting and processing
services are provided to the Funds.
DISTRIBUTOR
- -----------
The Funds have a distribution agreement with Baron Capital, Inc., ("Baron
Capital" or the "Distributor") a New York corporation and a subsidiary of BCG,
located at 767 Fifth Avenue, New York, N.Y. 10153. Baron Capital is affiliated
with the Adviser. The Distributor acts as the agent for the Funds for the
continuous public offering of their shares on a best efforts basis pursuant to a
distribution plan adopted under Rule 12b-1 under the 1940 Act ("Distribution
Plan").
DISTRIBUTION PLAN
- -----------------
The Distribution Plan authorizes the Funds to pay the Distributor a distribution
fee equal on an annual basis to 0.25% of the Funds' average daily net assets.
The fee was reduced to 0.25% from 0.50% on July 12, 1993. The distribution fee
is paid to the Distributor in connection with its activities or expenses
primarily intended to result in the sale of shares, including, but not limited
to, compensation to registered representatives or other employees of the
Distributor; compensation to and expenses of employees of the Distributor who
engage in or support the distribution of shares or who service shareholder
accounts; telephone expenses; preparing, printing and distributing promotional
and advertising material; preparing, printing and distributing the Prospectus
and reports to other than current shareholders; compensation for certain
shareholder services; and commissions and other fees to broker-dealers or other
persons (excluding banks) who have introduced investors to the Fund. The
distribution fee is payable to the Distributor regardless of the actual expenses
incurred, although the actual expenses incurred by the Distributor have
historically exceeded the distribution fees received by the Distributor.
If and to the extent the expenses listed below are considered to be primarily
intended to result in the sale of shares within the meaning of Rule 12b-1, they
are not included in the limits above: (a) the costs of preparing, printing or
reproducing and mailing all required reports and notices to shareholders; (b)
the costs of preparing, printing or reproducing and mailing all proxy statements
and proxies (whether or not such proxy materials include any item relating to or
directed toward the sale of shares); (c) the costs of preparing, printing or
reproducing and mailing all prospectuses and statements of additional
information; (d) all legal and accounting fees relating to the preparation of
any such report,
-15-
<PAGE>
prospectus, and proxy materials; (e) all fees and expenses relating to the
qualification of the Funds and/or their shares under the securities or "Blue
Sky" laws of any jurisdiction; (f) all fees under the 1940 Act and the
Securities Act of 1933, including fees in connection with any application for
exemption relating to or directed toward the sale of Shares; (g) all fees and
assessments, if any, of the Investment Company Institute or any successor
organization, whether or not its activities are designed to provide sales
assistance; (h) all costs of preparing and mailing confirmations of shares sold
or redeemed and reports of share balances; (i) all costs of responding to
telephone or mail inquiries of shareholders or prospective shareholders.
The Distribution Plan requires that while it is in effect the Distributor report
in writing, at least quarterly, the amounts of all expenditures, the identity of
the payees and the purposes for which such expenditures were made for the
preceding fiscal quarter.
For the fiscal year ended September 30, 1998, BARON ASSET FUND paid distribution
fees to the Distributor of $11,268,627 (an additional $1,307,832 was absorbed by
the Distributor and/or its affiliates and not paid by the Fund pursuant to the
0.25% limitation); BARON GROWTH FUND paid distribution fees to the Distributor
of $1,077,515 (an additional $71,246 was absorbed by the Distributor and/or its
affiliates and not paid by the Fund pursuant to the 0.25% limitation); and BARON
SMALL CAP FUND paid distribution fees to the Distributor of $1,010,356 (an
additional $318,263 was absorbed by the Distributor and/or its affiliates and
not paid by the Fund pursuant to the 0.25% limitation). The distribution
expenses incurred by the Distributor for the fiscal year ended September 30,
1998 with respect to the three Funds in the aggregate were as follows:
(a) Advertising $ 4,900
(b) printing and mailing of prospectuses 2,144,840
to other than current shareholders
(c) Compensation paid or to be paid to 10,713,599
broker/dealers
(d) Compensation paid to sales and clerical personnel 1,388,560
(e) Other 801,940
Trustees of the Funds who were not interested persons of the Funds had no direct
or indirect financial interest in the operation of the Distribution Plan or the
Distribution Agreement. All the interested Trustees had such an interest.
The Distribution Plan has been approved by the Funds' Board of Trustees,
including a majority of the Trustees who are not interested persons of the Funds
and who have no direct or indirect financial interest in the operation of the
Distribution Plan or in any agreements related thereto. In approving the
Distribution Plan, the Trustees considered various factors and determined that
there is a reasonable likelihood that the Plan will benefit the Funds and their
shareholders. The anticipated benefits include the following: (i) reduced
expense ratios due to economies of scale, (ii) the ability to purchase larger
blocks of securities, resulting in decreased expenses, and (iii) the
minimization of adverse effects from forced sales of portfolio securities to
meet redemptions.
Baron Capital is authorized to make payments to authorized dealers, banks and
other financial institutions who have rendered distribution assistance and
ongoing shareholder support services, shareholder servicing assistance or record
keeping. Certain states may require that any such person be
-16-
<PAGE>
registered as a dealer with such state. The Funds may execute portfolio
transactions with and purchase securities issued by depository institutions that
receive payments under the Distribution Plan. No preference will be shown in the
selection of investments for the instruments of such depository institutions.
Baron Capital may also retain part of the distribution fee as compensation for
its services and expenses in connection with the distribution of shares. Baron
Capital's actual expenditures have and will continue to substantially exceed the
distribution fee received by it. If the Distribution Plan is terminated, the
Funds will owe no payments to Baron Capital other than any portion of the
distribution fee accrued through the effective date of termination but then
unpaid.
Unless terminated in accordance with its terms, the Distribution Plan shall
continue in effect until, and from year to year thereafter if, such continuance
is specifically approved at least annually by its Trustees and by a majority of
the Trustees who are not interested persons of the Fund and who have no direct
or indirect financial interest in the operation of the Distribution Plan or in
any agreements related thereto, such votes cast in person at a meeting called
for the purpose of such vote.
The Distribution Plan may be terminated at any time by the vote of a majority of
the members of the Funds' Board of Trustees who are not interested persons of
the Funds and have no direct or indirect financial interest in the operation of
the Distribution Plan or in any agreements related thereto or by the vote of a
majority of the outstanding shares. The Distribution Plan may not be amended to
increase materially the amount of payments to be made without the approval of a
majority of the shareholders. All material amendments must be approved by a vote
of the Trustees and of the Trustees who are not interested persons of the Funds
and have no direct or indirect financial interest in the operation of the
Distribution Plan or in any agreements related thereto, such votes cast in
person at a meeting called for the purpose of such vote.
The Glass-Steagall Act and other applicable laws, among other things, prohibit
banks from engaging in business of underwriting, selling or distributing
securities. Accordingly, the Distributor will enter into agreements with banks
only to provide administrative assistance. However, changes in federal or state
statues and regulations pertaining to the permissible activities of banks and
their affiliates, as well as judicial or administrative decisions or
interpretations could prevent a bank from continuing to perform all or a part of
the contemplated services. If a bank were prohibited from so acting, the
Trustees would consider what actions, if any, would be necessary to continue to
provide efficient and effective shareholder services. It is not expected that
shareholders would suffer any adverse financial consequences as a result of
these occurrences.
BROKERAGE
- ---------
The Adviser is responsible for placing the portfolio brokerage business of the
Funds with the objective of obtaining the best net results for the Funds, taking
into account prompt, efficient and reliable executions at a favorable price.
Brokerage transactions for the Funds in exchange-listed securities are effected
chiefly by or through the Adviser's affiliate, Baron Capital, when consistent
with this objective and subject to the conditions and limitations of the 1940
Act. Baron Capital is a member of the National Association of Securities
Dealers, Inc., but is not a member of any securities exchange. Transactions in
securities that trade on NASDAQ or are otherwise not listed are effected by
broker/dealers other than Baron Capital. The Funds do not deal with Baron
Capital in any portfolio transaction in which Baron Capital acts as principal.
The Funds' Board of Trustees has adopted procedures pursuant to Rule 17e-1 of
the 1940 Act which are reasonably designed to provide that the commissions paid
to Baron Capital are reasonable and fair compared to the commission, fee or
other enumeration received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities
-17-
<PAGE>
exchange during a comparable period of time. The Board reviews no less
frequently than quarterly that all transactions effected pursuant to Rule 17e-1
during the preceding quarter were effected in compliance with such procedures.
The Funds and the Adviser furnish such reports and maintain such records as
required by Rule 17e-1.
For the fiscal year ended September 30, 1998, of the total $ 8,178,614 brokerage
commissions paid by the Funds, $ 5,435,764 were paid to Baron Capital. For the
fiscal year ended September 30, 1997, of the total $3,307,779 brokerage
commissions paid by Baron Asset Fund and Baron Growth Fund, $2,575,700 brokerage
commissions were paid to Baron Capital. For the fiscal year ended September 30,
1996, of the total $1,576,882 brokerage commissions paid by Baron Asset Fund and
Baron Growth Fund, $1,383,564 brokerage commissions were paid to Baron Capital.
The brokerage commissions paid to Baron Capital represent 66.5% of the aggregate
dollar amount of brokerage commissions paid and 59.1% of the aggregate dollar
amount of transactions involving the payment of commissions for the 1998 fiscal
year. The brokerage commissions paid to Baron Capital represent 77.9% of the
aggregate dollar amount of brokerage commissions paid and 76.4% of the aggregate
dollar amount of transactions involving the payment of commissions for the 1997
fiscal year. The brokerage commissions paid to Baron Capital represent 87.7% of
the aggregate dollar amount of brokerage commissions paid and 58.4% of the
aggregate dollar amount of transactions involving the payment of commissions for
the 1996 fiscal year. For the fiscal year ended September 30, 1995, of the total
$369,753 brokerage commissions paid by the Funds, $341,336 in brokerage
commissions were paid to Baron Capital. The brokerage commissions paid to Baron
Capital represent 92.3% of the aggregate dollar amount of brokerage commissions
paid and 89.0% of the aggregate dollar amount of transactions involving the
payment of commissions for the 1995 fiscal year. Transactions in which Baron
Capital acted as broker represents 39% of the aggregate dollar amount of all
principal and agency transactions for the Funds for the 1998 fiscal year.
Under the Investment Advisory Agreements and as permitted by Section 28(e) of
the Securities and Exchange Act of 1934, the Adviser may cause the Funds to pay
a broker-dealer (except Baron Capital) which provides brokerage and research
services to the Adviser an amount of commission for effecting a securities
transaction for the Funds in excess of the amount other broker-dealers would
have charged for the transaction if the Adviser determines in good faith that
the greater commission is consistent with the Funds' policies and is reasonable
in relation to the value of the brokerage and research services provided by the
executing broker-dealer viewed in terms of either a particular transaction or
the Adviser's overall responsibilities to the Funds or to its other clients. The
term "brokerage and research services" includes advice as to the value of
securities, the advisability of investing in, purchasing, or selling securities,
and the availability of securities or of purchasers or sellers of securities;
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts;
and effecting securities transactions and performing functions incidental
thereto such as clearance and settlement. Such research and information may be
used by the Adviser or its affiliates to supplement the services it is required
to perform pursuant to the Advisory Agreement in serving the Funds and/or other
advisory clients of affiliates.
Broker-dealers may be willing to furnish statistical research and other factual
information or services to the Adviser for no consideration other than brokerage
or underwriting commissions. Securities may be bought or sold through such
broker-dealers, but at present, unless otherwise directed by the Funds, a
commission higher than one charged elsewhere will not be paid to such a firm
solely because it provided research to the Adviser. Research provided by brokers
is used for the benefit of all of the Adviser's or its affiliates' clients and
not solely or necessarily for the benefit of the Funds. The Adviser's investment
management personnel attempt to evaluate the quality of research provided by
brokers. Results of this effort are sometimes used by the Adviser as a
consideration the in the selection of brokers to execute portfolio transactions.
-18-
<PAGE>
Baron Capital acts as broker for, in addition to the Funds, accounts of BCM and
Baron Capital, including accounts of principals and employees of Baron Capital,
BCM and the Adviser. Investment decisions for the Funds for investment accounts
managed by BCM and for accounts of Baron Capital are made independent of each
other in light of differing considerations for the various accounts. The same
investment decision may, however, be made for two or more of the Adviser's,
BCM's and/or Baron Capital's accounts. In such event, simultaneous transactions
are inevitable. Purchases and sales are averaged as to price where possible and
allocated to account in a manner deemed equitable by the Adviser in conjunction
with BCM and Baron Capital. This procedure could have a detrimental effect upon
the price or value of the security for the Funds, but may have a beneficial
effect.
The investment advisory fee that the Funds pay to the Adviser is not reduced as
a consequence of the Adviser's receipt of brokerage and research services. To
the extent the Funds' portfolio transactions are used to obtain such services,
the brokerage commissions paid by the Funds will exceed those that might
otherwise be paid by an amount that cannot be presently determined. Such
services would by useful and of value to the Adviser in serving both the Funds
and other clients and, conversely, such services obtained by the placement of
brokerage business of other clients would by useful to the Adviser in carrying
out its obligations to the Funds.
CUSTODIAN, TRANSFER AGENT AND DIVIDEND AGENT
- ------------------------------------------------
The Bank of New York, 48 Wall Street, New York, NY, is the custodian for the
Funds' cash and securities. DST Systems, Inc., CT-7 Tower, 1004 Baltimore,
Kansas City, MO 64105, is the transfer agent and dividend agent for the Funds'
shares. Neither institution assists in or is responsible for investment
decisions involving assets of the Funds.
REDEMPTION OF SHARES
- --------------------
The Funds expect to make all redemptions in cash, but have reserved the right to
make payment, in whole or in part, in portfolio securities. Payment will be made
other than all in cash if the Funds' Board of Trustees determines that economic
conditions exist which would make payment wholly in cash detrimental to a
particular fund's best interests. Portfolio securities to be so distributed, if
any, would be selected in the discretion of the Funds' Board of Trustees and
priced as described under "Determining Your Share Price" herein and in the
Prospectus.
NET ASSET VALUE
- ----------------
As more fully set forth in the Prospectus under "Determining Your Share Price,"
the net asset value per share of each Fund is determined as of the close of the
New York Stock Exchange on each day that the Exchange is open. The Exchange is
open all week days that are not holidays, which it announces annually. The most
recent announcement states it will not be open on New Year's Day, Martin Luther
King, Jr.'s Day, Washington's Birthday, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas.
Securities traded on more than one national securities exchange are valued at
the last sale price of the day as of which such value is being determined as
reflected at the close of the exchange which is the principal market for such
securities.
U.S. Government obligations and other debt instruments having sixty days or less
remaining until maturity are stated at amortized cost. Debt instruments having a
greater remaining maturity will be valued at the highest bid price from the
dealer maintaining an active market in that security or on the basis of prices
obtained from a pricing service approved by the Board of Trustees.
-19-
<PAGE>
TAXES
- -----
Each Fund intends to qualify every year as a "regulated investment company"
under Subchapter M of the Internal Revenue Code of 1986 (the "Code").
Qualification as a regulated investment company relieves the Funds of Federal
income taxes on the portion of their net investment income and net realized
capital gains distributed to shareholders. The Funds intend to distribute
virtually all of their net investment income and net realized capital gains at
least annually to their respective shareholders.
A non-deductible 4% excise tax will be imposed on a Fund to the extent that it
does not distribute (including declaration of certain dividends), during each
calendar year, (i) 98% of its ordinary income for such calendar year, (ii) 98%
of its capital gain net income (the excess of short and long term capital gain
over short and long term capital loss) for each one-year period ending October
31 and (iii) certain other amounts not distributed in previous years.
Shareholders will be taxed during each calendar year on the full amount of such
dividends distributed (including certain declared dividends not actually paid
until the next calendar year).
For Federal income tax purposes, distributions paid from net investment income
and from any net realized short-term capital gains are taxable to shareholders
as ordinary income, whether received in cash or in additional shares.
Distributions paid from net capital gains are taxable as long-term capital
gains, whether received in cash or shares and regardless of how long a
shareholder has held the shares, and are not eligible for the dividends received
deduction. Distributions of investment income (but not distributions of
short-term or long-term capital gains) received by shareholders will qualify for
the 70% dividends received deduction available to corporations to the extent
designated by the Fund in a notice to each shareholder. Unless all of a Fund's
gross income constitutes dividends from domestic corporations qualifying for the
dividends received deduction, a portion of the distributions of investment
income to those holders of that Fund which are corporations will not qualify for
the 70% dividends received deduction. The dividends received deduction for
corporate holders may be further reduced if the shares with respect to which
dividends are received are treated as debt-financed or deemed to have been held
for less than forty-six (46) days.
The Funds will send written notices to shareholders regarding the Federal income
tax status of all distributions made during each calendar year as ordinary
income or capital gain and the amount qualifying for the 70% dividends received
deduction.
The foregoing relates to Federal income taxation. Distributions may also be
subject to state and local taxes. The Funds are organized as a Massachusetts
business trust. Under current law, so long as the Funds qualify for the Federal
income tax treatment described above, it is believed that they will not be
liable for any income or franchise tax imposed by Massachusetts.
Investors are urged to consult their own tax advisers regarding the application
of Federal, state and local tax laws.
ORGANIZATION AND CAPITALIZATION
- -------------------------------
GENERAL
- -------
BARON ASSET FUND is an open-end investment company organized as a series fund
and established under the laws of The Commonwealth of Massachusetts by a
Declaration of Trust dated February 19, 1987, as amended. The three series
currently available are BARON ASSET FUND, BARON GROWTH FUND, and BARON SMALL CAP
FUND. Shares entitle their holders to one vote per share. Shares have
non-cumulative voting rights, which means that holders of more than 50% of the
shares voting for
-20-
<PAGE>
the election of Trustees can elect all Trustees and, in such event, the holders
of the remaining shares voting for the election of Trustees will not be able to
elect any person or persons as Trustees. Shares have no preemptive or
subscription rights, and are transferable.
SHAREHOLDER AND TRUSTEE LIABILITY
- ---------------------------------
Under Massachusetts law, shareholders of a Massachusetts business trust may,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. The Declaration of Trust contains an express
disclaimer of shareholder liability for acts or obligations of the Fund or any
series thereof. Notice of such disclaimer will normally be given in each
agreement, obligation or instrument entered into or executed by the Funds or
Trustees. The Declaration of Trust provides for indemnification by a Fund for
any loss suffered by a shareholder as a result of an obligation of that Fund.
The Declaration of Trust also provides that a Fund shall, upon request, assume
the defense of any claim made against any shareholder for an act or obligation
of that Fund and satisfy any judgement thereon. Thus, the risk of a shareholder
incurring financial loss on account or shareholder liability is limited to
circumstances in which the Fund itself would be unable to meets its obligations.
The Trustees believe that, in view of the above, the risk of personal liability
of shareholders is remote.
The Declaration of Trust further provides that the Trustees will not be liable
for errors of judgement or mistakes of fact or law, but nothing in the
Declaration of trust protects a trustee against liability to which he or she
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.
OTHER INFORMATION
- -----------------
INDEPENDENT ACCOUNTANTS
- -----------------------
PricewaterhouseCoopers LLP, 1177 Avenue of the Americas, New York, New York
10036, has been selected as independent accountants of the Funds.
CALCULATIONS OF PERFORMANCE DATA
- ---------------------------------
Advertisements and other sales literature for the Funds may refer to average
annual total return and actual return. Average annual total return is computed
by finding the average annual compounded rates of return over a given period
that would equate a hypothetical initial investment to the ending redeemable
value thereof, as follows:
P(1+T)^ = ERV
Where: P = a hypothetical initial payment of $1,000
T = average annual total return
^ = number of years
ERV = ending redeemable value at the end of the period of a
hypothetical $1,000 investment made at the beginning
of the period
Actual return is computed by measuring the percentage change between the net
asset value of a hypothetical $1,000 investment in the Fund at the beginning of
a period and the net asset value of that investment at the end of a period. The
performance data used in advertisements does not give effect to a 2% contingent
deferred sales charge that is no longer applicable.
All performance calculations assume that dividends and distributions are
reinvested at the net asset
-21-
<PAGE>
value on the appropriate reinvestment dates and include all recurring fees.
Computed in the manner described above, the performance of BARON ASSET FUND has
been:
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN ACTUAL RETURN*
(PRIOR TO JANUARY 1, 1992
INCLUDES THE 2% CONTINGENT
DEFERRED SALES LOAD WHERE
INVESTMENT IS LESS THAN 3 YEARS)
<S> <C> <C>
Year ended 12/31/98 + 4.3% + 4.3%
Inception(06/12/87) to 12/31/98 +17.7% +557.5%
Five Years Ended 12/31/98 +19.9% +147.4%
Ten Years Ended 12/31/98 +16.9% +375.0%
</TABLE>
* Does not include the 2%contingent deferred sales load which applied only
prior to 1/1/92.
For BARON GROWTH FUND the Performance Has Been:
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN ACTUAL RETURN
<S> <C> <C>
Year Ended 12/31/98 + 0.1% + 0.1%
Inception (01/03/95) to
Year Ended 12/31/98 +26.4% +155.6%
</TABLE>
For BARON SMALL CAP FUND the Performance Has Been:
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURN ACTUAL RETURN
<S> <C> <C>
Year Ended 12/31/98 + 2.2% + 2.2%
Inception (10/01/97) to
Year Ended 12/31/98 + 4.3% + 5.4%
</TABLE>
Performance results represent past performance and are not necessarily
representative of future results. Investment return and principal value will
fluctuate so that shares may be worth more or less than their original cost when
redeemed.
In addition to advertising average annual and actual return data, comparative
performance information may be used in advertising materials about the Funds,
including data and other information from Lipper Analytical Services, Inc., CDA
Investment Technologies, Morningstar Inc., Money, Forbes, SEI, Ibbotson, No Load
Investor, Growth Fund Guide, Fortune, Barron's, The New York Times, The Wall
Street Journal, Changing Times, Medical Economics, Business Week, Consumer
Digest, Dick Davis Digest, Dickenson's Retirement Letter, Equity Fund Outlook,
Executive Wealth Advisor, Financial World, Investor's Daily, Time, Personal
Finance, Investment Advisor, SmartMoney, Rukeyser, Kiplinger's, NAPFA News, US
News, Bottomline, Investors Business Daily, Bloomberg Radio, CNBC, USA Today,
1998 Mutual Fund Report, Mutual Fund Magazine, The Street.com, Bloomberg
Personal, Worth, Washington Business Journal,
-22-
<PAGE>
Investment News, Hispanic Magazine, Institutional Investor, Rolling Stone
Magazine, Microsoft Investor, Individual Investor, SmartMoney Interactive, Art &
Auction, Dow Jones Newswire, and/or Dow Jones News. The Fund may also use
comparative performance data from indexes such as the Dow Jones Industrial
Average, Standard & Poor's 400, 500, Small Cap 600, 1,500, or Midcap 400, Value
Line Index, Wilshire 4,500, 5000, or Small Cap; NASDAQ/OTC Composite, New York
Stock Exchange; and the Russell 1000, 2000, 2500, 3000, 2000 Growth, 2000 Value,
or Midcap. With respect to the rating services, the Fund may use performance
information that ranks the Fund in any of the following categories: all funds,
aggressive growth funds, value funds, mid-cap funds, small-cap funds, growth and
income funds, equity income funds, and any combination of the above listed
categories.
-23-
