-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KVX7UpfkQAXsFzR/NQw2T81vuAp8/CEdaV8SDjARbq9SZjqwDdeIqv5/DeV4Ei3a KNMOLdJPvj//2qz0L+Ciog== 0001017918-06-000105.txt : 20060501 0001017918-06-000105.hdr.sgml : 20060501 20060501162443 ACCESSION NUMBER: 0001017918-06-000105 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060501 DATE AS OF CHANGE: 20060501 EFFECTIVENESS DATE: 20060501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) CENTRAL INDEX KEY: 0000810902 IRS NUMBER: 136891420 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-12112 FILM NUMBER: 06795402 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: 49TH FL CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125832000 MAIL ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: 49TH FL CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: BARON ASSET FUND DATE OF NAME CHANGE: 19920703 0000810902 S000000582 BARON ASSET FUND C000001635 BARON ASSET FUND BARAX 0000810902 S000000583 BARON GROWTH FUND C000001636 BARON GROWTH FUND BGRFX 0000810902 S000000584 BARON SMALL CAP FUND C000001637 BARON SMALL CAP FUND BSCFX 0000810902 S000000585 BARON iOPPORTUNITY FUND C000001638 BARON iOPPORTUNITY FUND BIOPX 0000810902 S000000586 BARON FIFTH AVENUE GROWTH FUND C000001639 BARON FIFTH AVENUE GROWTH FUND BFTHX 497 1 supplement0506.txt SUPPLEMENT B A R O N F U N D S(r) >Baron Asset Fund >Baron Growth Fund >Baron Small Cap Fund >Baron iOpportunity Fund >Baron Fifth Avenue Growth Fund Supplement dated May 1, 2006 to Prospectus dated January 27, 2006 Effective immediately, the Baron Funds(r) (the "Funds") prospectus is modified as follows. On pages 16 and 17 of the prospectus, under "MANAGEMENT OF THE FUNDS, "the second and third full paragraphs are deleted in their entirety and replaced with the following: Ronald Baron is the founder, chief executive officer and chairman of the Adviser and BCG (and its subsidiaries) and, with his family, is the principal owner of BCG. The portfolio managers for the Funds are senior members of BAMCO's research team, and are responsible for stock selection and the portfolio structure. 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. As of July 23, 2003, Andrew Peck is a co-portfolio manager of BARON ASSET FUND. Mr. Peck is a Vice President of Baron Funds and has worked at Baron Funds as an analyst since February 1998. Before that he was an analyst at a large brokerage firm. Mr. Baron and Mr. Peck collaborate on all investment decisions. Differences of opinion are discussed until both portfolio managers agree on a decision. Cliff Greenberg has been the portfolio manager 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. As of May 1, 2006, BARON FIFTH AVENUE GROWTH FUND is managed by Randall Haase. Mr. Haase was an investment manager at Duquesne Capital Managementm LLC, a large hedge fund, from 2000 to 2005, and from 1989 to 2000 worked at Alliance Capital Management, LP as a portfolio manager from 1993 to 2000 and as an analyst from 1989 to 1993. As of March 3, 2006, BARON iOPPORTUNITY FUND is managed by Michael Lippert. Since December 2001, Mr. Lippert has been an analyst for the BARON iOPPORTUNITY FUND. From April 2001 to December 2001, Mr. Lippert was a research analyst and general counsel for JLF Asset Management and from 2000 to 2001, he was a partner of Baker & Botts. Each of the portfolio managers named above may serve as portfolio managers or analysts for other products offered by affiliates that could conflict with their responsibilities to the Funds for which they are portfolio managers. The Funds' Statement of Additional Information provides additional information about the Portfolio Manager's compensation, other accounts managed by the Portfolio Managers, and each Portfolio Manager's ownership of securities in the Funds. This information supplements the prospectus dated January 27, 2006 and supersedes the supplement dated March 3, 2006. This supplement and the prospectus constitute a current prospectus. To request another copy of the prospectus, please call 1-800-992-2766 or visit our website at BaronFunds.com. >Baron Asset Fund >Baron Growth Fund >Baron Small Cap Fund >Baron iOpportunity Fund >Baron Fifth Avenue Growth Fund Supplement dated May 1, 2006 to Statement of Additional Information dated January 27, 2006 Effective immediately, the Baron Funds(r) (the "Funds") statement of additional information ("SAI") is modified as follows. Under "MANAGEMENT OF THE FUNDS," of the SAI, starting on page 11, the entire section is deleted in its entirety and replaced with the following: Portfolio Managers Baron Asset Fund Ronald Baron Andrew Peck Baron Growth Fund Ronald Baron Baron Small Cap Fund Clifford Greenberg Baron iOpportunity Fund Michael Lippert Baron Fifth Avenue Growth Fund Randall Haase Other Accounts Managed As of May 1, 2006:
NUMBER OF TOTAL ADDITIONAL ASSETS PORTFOLIO MANAGER TYPE OF ACCOUNT ACCOUNTS (millions) - ------------------------------------------------------------------------------------------------------------------------- Ronald Baron Registered Investment Companies 7 $2,772 Other pooled investment vehicles 5(1) $ 175(1) Other Accounts 56 $ 555 - ------------------------------------------------------------------------------------------------------------------------- Andrew Peck Other pooled investment vehicles 1 $ 9 Other pooled investment vehicles 1 $ 146 - ------------------------------------------------------------------------------------------------------------------------- Clifford Greenberg Registered Investment Companies 0 $ 0 - ------------------------------------------------------------------------------------------------------------------------- Michael Lippert Registered Investment Companies 2 $ 59 - ------------------------------------------------------------------------------------------------------------------------- Randall Haase Registered Investment Companies 0 $ 0 Other pooled investment vehicles 1 $ 5 - -------------------------------------------------------------------------------------------------------------------------
(1) For 2 of the accounts with total assets of $74 million, the advisory fee is based on performance, although one account ($59 million) is a fund of funds POTENTIAL CONFLICTS OF INTEREST Conflicts of interest could arise in connection with managing a Fund along with other Funds and other clients of the Adviser and clients of the Adviser's affiliated investment advisers. Because of market conditions, client investment guidelines and the consideration of such factors as current holidays, cash availability, and diversification considerations, not all investment opportunities will be available to all Funds and clients at all times. The Adviser has allocation policies designed to ensure that no Fund or client is systematically given preferential treatment over time. The Funds' Chief Compliance Officer monitors allocations for consistency with this policy and reports to the Board of the Funds annually. Because an investment opportunity may be suitable for multiple accounts, a Fund may not be able to take full advantage of that opportunity because the opportunity may be allocated among many or all of the Funds and clients managed by the Adviser and its affiliates. To the extent that a Fund's portfolio manager has responsibilities for managing other client accounts, the portfolio manager divides his time and attention among relevant accounts. A conflict could arise when a portfolio manager has an investment in one Fund as opposed to another or has a larger investment in one Fund than in others he manages. The Adviser could also receive a performance-based fee with respect to certain accounts. The Adviser believes that it has policies and procedures in place that address the Fund's potential conflicts of interest. Such policies and procedures address, among other things, trading practices (e.g., brokerage commissions, cross trading, aggregation and allocation of transactions, sequential transactions, allocation of orders for execution to broker-dealers), disclosure of confidential information and employee trading. COMPENSATION Mr. Baron's compensation is fixed, based on a three year contract that expired on February 28, 2006. A new multi-year contract on the same general terms is being negotiated and the prior contract has been extended in the interim. His compensation includes a fixed base salary and a bonus that is roughly equivalent to 40% of his base salary. The terms of his contract are based on Mr. Baron's role as the Firm's founder, chief executive officer, chief investment officer, and his position as portfolio manager for the majority of the Firm's assets under management. Consideration was given to Mr. Baron's reputation, the long-term performance records of the funds under his management, and the profitability of the Firm. In addition to his cash compensation, Mr. Baron benefits from a line of credit that is guaranteed by Baron Capital. The compensation for Messrs. Greenberg, Lippert, Peck and Haase includes a base salary and an annual bonus. Their bonuses are subjectively determined by the Firm's chief executive officer. It is based on the assessment of Messrs. Greenberg's, Lippert's, Peck's and Haase's individual long-term investment performance, their respective overall contribution to the Firm, and the Firm's profitability. In addition Messrs. Greenberg and Peck own equity in Baron Capital Group and are eligible for special bonuses based on the Firm achieving its long-term growth and profitability objectives. OWNERSHIP OF PORTFOLIO MANAGER As of May 1, 2006, the Portfolio Manager ownership of Fund Shares was:
DOLLAR RANGE OF PORTFOLIO MANAGER FUND FUND SHARES OWNED - ---------------------------------------------------------------------------------------------------------------------- Ronald Baron Baron Asset Fund Over $1,000,000 Baron Growth Fund Over $1,000,000 Baron Small Cap Fund Over $1,000,000 Baron iOpportunity Fund Over $1,000,000 Baron Fifth Avenue Growth Fund Over $1,000,000 - ---------------------------------------------------------------------------------------------------------------------- DOLLAR RANGE OF PORTFOLIO MANAGER FUND FUND SHARES OWNED - ----------------------------------------------------------------------------------------------------------------------- Andrew Peck Baron Asset Fund $100,001-$500,000 Baron Small Cap Fund $100,001-$500,000 Baron iOpportunity Fund $1-$10,000 Baron Fifth Avenue Growth Fund $50,001-$100,000 - ---------------------------------------------------------------------------------------------------------------------- Clifford Greenberg Baron Small Cap Fund Over $1,000,000 - ---------------------------------------------------------------------------------------------------------------------- Michael Lippert Baron Asset Fund $0 Baron Growth Fund $1-$10,000 Baron Small Cap Fund $50,000-$100,000 Baron iOPportunity Fund $100,001-$500,000 Baron Fifth Avenue Growth Fund $10,001-$50,000 - ---------------------------------------------------------------------------------------------------------------------- Randall Haase Baron Fifth Avenue Growth Fund $0 - ----------------------------------------------------------------------------------------------------------------------
BOARD OF TRUSTEES AND OFFICERS - ------------------------------ The Board of Trustees oversees the management of the Funds. The following table lists the Trustees and executive officers of the Funds, their date of birth, current positions held with the Funds, length of time served, principal occupations during the past five years and other Trusteeships/Directorships held outside the Fund complex. Unless otherwise noted, the address of each executive officer and Trustee is Baron Funds, 767 Fifth Avenue, 49th Floor, New York, NY 10153. Trustees who are not deemed to be "interested persons" of the Funds as defined in the 1940 Act are referred to as "Disinterested Trustees." Trustees who are deemed to be "interested persons" of the Funds are referred to as "Interested Trustees." All Trustees listed below, whether Interested or Disinterested, serve as trustee for all five portfolios. -13-
OTHER NAME, ADDRESS & POSITION(S) HELD LENGTH OF PRINIPAL OCCUPATION(S) TRUSTEE/DIRECTORSHIPS DATE OF BIRTH WITH THE FUNDS TIME SERVED DURING THE PAST FIVE YEARS HELD BY THE TRUSTEE - ------------- -------------- ----------- -------------------------- --------------------- INTERESTED TRUSTEES: Ronald Baron *+ President, Chief 18 years Chairman, CEO, and Director, Baron None outside the 767 Fifth Avenue Executive Officer, Capital, Inc. (1982-Present), Baron Baron Funds Complex. New York, NY 10153 Chief Investment Capital Management, Inc. (1983-Present), DOB: May 23, 1943 Officer, Trustee and Baron Capital Group, Inc. (1984-Present), Portfolio Manager BAMCO, Inc. (1987-Present); Portfolio Manager, Baron Asset Fund (1987-Present), Baron Growth Fund (1995-Present); President (2004-Present), Chairman (1999- 2004), CIO and Trustee (1987-Present), Baron Investment Funds Trust; President (2004-Present), Chairman (1997-2004), CIO and Trustee (1997-Present), Baron Capital Funds Trust; President (2004-Present), Chairman (2003-2004), CIO and Trustee (2003-Present), Baron Select Funds. OTHER NAME, ADDRESS & POSITION(S) HELD LENGTH OF PRINIPAL OCCUPATION(S) TRUSTEE/DIRECTORSHIPS DATE OF BIRTH WITH THE FUNDS TIME SERVED DURING THE PAST FIVE YEARS HELD BY THE TRUSTEE - ------------- -------------- ----------- -------------------------- --------------------- Linda S. Martinson*+ Vice President, 18 years General Counsel, Vice President and None outside the 767 Fifth Avenue Secretary, General Secretary, Baron Capital, Inc. (1983- Baron Funds Complex. New York, NY 10153 Counsel and Trustee Present), BAMCO, Inc. (1987-Present), DOB: February 23, 1955 Baron Capital Group, Inc. (1984-Present), Baron Capital Management, Inc. (1983- Present); Vice President, Secretary, General Counsel and Trustee, Baron Investment Funds Trust (1987-Present); Vice President, Secretary, General Counsel and Trustee, Baron Capital Funds Trust (1997-Present); Vice President, General Counsel, Secretary and Trustee, Baron Select Funds (2003-Present). NAME, ADDRESS & POSITION(S) HELD LENGTH OF PRINIPAL OCCUPATION(S) TRUSTEE/DIRECTORSHIPS DATE OF BIRTH WITH THE FUNDS TIME SERVED DURING THE PAST FIVE YEARS HELD BY THE TRUSTEE - ------------- -------------- ----------- -------------------------- --------------------- DISINTERESTED TRUSTEES: Norman S. Edelcup#^** Trustee 18 years Director (2001-Present), and Senior Director, Florida 244 Atlantic Isles Vice President (2001-2004), Florida Savings Bank (2001- Sunny Isles Beach, FL 33160 Savings Bank; Mayor (October 2003- Present); Director, DOB: May 8, 1935 Present), Commissioner, Sunny Isles Valhi, Inc. (1975- Beach, Florida (2001-2003); Senior Present)(diversified Vice President, Item Processing of company). America (1999-2000) (a subsidiary of The Intercept Group); Chairman, Item Processing of America (1989- 1999) (a financial institution service bureau); Director, Valhi, Inc. (1975-Present) (diversified company); Director, Artistic Greetings, Inc. (1985-1998); Trustee (1987-Present), Baron Investment Funds Trust; Trustee (1997-Present), Baron Capital Funds Trust; Trustee (2003-Present) Baron Select Funds. David I. Fuente^** Trustee 1 year Director (1987-Present), Chairman Director, Office 701 Tern Point Circle (Elected (1987-2001) and CEO (1987-2000) Depot (1987-Present); Boca Raton, FL 33431 10/04) ffice Depot; Director, Ryder Director, Ryder DOB: September 10, 1945 Systems, Inc. (1998-Present); Systems, Inc. (1998- Director, Dick's Sporting Goods, Present); Director, Inc. (1993-Present); Trustee, Baron Dick's Sporting Baron Investment Funds Trust (2004- Goods, Inc. (1993- Present); Trustee, Baron Capital Present). Funds Trust (2004-Present); and Trustee, Baron Select Funds (2004- Present). OTHER NAME, ADDRESS & POSITION(S) HELD LENGTH OF PRINIPAL OCCUPATION(S) TRUSTEE/DIRECTORSHIPS DATE OF BIRTH WITH THE FUNDS TIME SERVED DURING THE PAST FIVE YEARS HELD BY THE TRUSTEE - ------------- -------------- ----------- -------------------------- --------------------- Charles N. Mathewson^** Chairman and Trustee 18 years; Chairman Emeritus (October 2003- None outside the 9295 Prototype Road Elected as Present), Chairman, International Baron Funds Complex. Reno, NV 89521 Chairman Game Technology, Inc. (1986-2003) DOB: June 12, 1928 08/04 (manufacturer of microprocessor- controlled gaming machines and monitoring systems); Chairman, American Gaming Association (1994- 2002); Chairman (2004-Present), Trustee (1987-Present), Baron Investment Funds Trust; Chairman (2004-Present), Trustee (1997- Present) Baron Capital Funds Trust; Chairman (2004-Present) Trustee (2003-Present) Baron Select Funds. Harold W. Milner^** Trustee 18 years Retired; President and CEO, Kahler None outside the 2293 Morningstar Drive Realty Corporation (1985-1997) Baron Funds Complex. Park City, UT 84060 (hotel ownership and management); DOB: November 11, 1934 Trustee, Baron Investment Funds Trust (1987-Present); Trustee Baron Capital Funds Trust (1997- Present); Trustee, Baron Select Funds (2003-Present). Raymond Noveck+#^** Trustee 18 years Private Investor (1999-Present); None outside the 31 Karen Road President, The Medical Information Baron Funds complex. Waban, MA 02168 Line, Inc. (1997-1998) (health care DOB: May 4, 1943 information); President, Strategic Systems, Inc. (1990-1997) (health care information); Director, Horizon/CMS Healthcare Corporation (1987-1997); Trustee, Baron Investment Funds Trust(1987-Present); Trustee, Baron Capital Funds Trust(1997- Present); Trustee, Baron Select Funds (2003-Present). OTHER NAME, ADDRESS & POSITION(S) HELD LENGTH OF PRINIPAL OCCUPATION(S) TRUSTEE/DIRECTORSHIPS DATE OF BIRTH WITH THE FUNDS TIME SERVED DURING THE PAST FIVE YEARS HELD BY THE TRUSTEE - ------------- -------------- ----------- -------------------------- --------------------- David A. Silverman, MD^** Trustee 18 years Physician and Faculty, New York Director, New York 146 Central Park West University School of Medicine Blood Center (1999- New York, NY 10024 (1976-Present); Trustee, Baron Present). DOB: March 14, 1950 Investment Funds Trust (1987- Present); Trustee, Baron Capital Funds Trust(1997-Present); Trustee, Baron Select Funds (2003- Present). Alex Yemenidjian^** Trustee Appointed Trustee, Baron Investment Funds Trust Director, Guess? Inc. 1925 Century Park East 01/06 (2006-Present); Chairman and CEO, (2005-Present); Suite 1975 Armenco Holdings, LLC (2005-Present) Director, Regal (investment company); Director, Guess?, Entertainment Group Inc. (2005-Present)(retail); Director, (2005-Present); The Regal Entertainment Group (2005- Lincy Foundation Present)(entertainment company), (1989-Present); The The Lincy Foundation (1989- United Armenian Fund Present), The United Armenian Fund (1989-Present); USC (1989-Present), USC Marshall Marshall School of School of Business Board of Leaders Business Board of (2005-Present); Co-chair of Imagine Leaders (2005- the Arts Campaign, California State Present); Co-chair of University-Northridge (2005-Present); Imagine the Arts Chairman and CEO, Metro-Goldwyn-Mayer, Inc. Campaign, California (1999-2005); Director and member of State University- Executive Committee, MGM MIRAGE, Inc. Northridge (2005- (1989-2005); President and COO, MGM Present). Grand, Inc. (now MGM MIRAGE, Inc.) (1989-1999); Managing Partner, Parks, Palmer, Turner & Yemenidjian (1984-1989)(certified public accounting firm). -18- OTHER NAME, ADDRESS & POSITION(S) HELD LENGTH OF PRINIPAL OCCUPATION(S) TRUSTEE/DIRECTORSHIPS DATE OF BIRTH WITH THE FUNDS TIME SERVED DURING THE PAST FIVE YEARS HELD BY THE TRUSTEE - ------------- -------------- ----------- -------------------------- --------------------- ADDITIONAL OFFICERS OF THE FUNDS: Clifford Greenberg Senior Vice President 9 years Senior Vice President, Baron Capital, Inc., None. 767 Fifth Avenue and Portfolio Manager Baron Capital Group, Inc., and BAMCO, Inc., New York, NY 10153 (2003-Present); Vice President, Baron DOB: April 30, 1959 Capital, Inc., Baron Capital Group, Inc., and BAMCO, Inc. (1997-2003); Director, Baron Capital, Inc. and Baron Capital Group, Inc. (2000-Present); Director, BAMCO, Inc. and Baron Capital Management, Inc. (2003- Present); Portfolio Manager, Baron Small Cap Fund (1997-Present); General Partner, HPB Associates, LP (1984-1996) (investment partnership). Andrew Peck Vice President and 3 years Vice President and Co-Portfolio Manager, None. 767 Fifth Avenue Co-Portfolio Manager Baron Asset Fund (2003-Present), Analyst, New York, NY 10153 Baron Capital, Inc. (1998-Present). DOB: March 25, 1969 Susan Robbins Vice President 18 years Senior Analyst, Vice President and None. 767 Fifth Avenue Director, Baron Capital, Inc. (1982- New York, NY 10153 Present), Baron Capital Management, Inc. DOB: October 19, 1954 (1984-Present). Peggy C. Wong Treasurer and Chief 18 years Treasurer and Chief Financial Officer, None. 767 Fifth Avenue Financial Officer Baron Capital, Inc., Baron Capital Group, New York, NY 10153 Inc., BAMCO, Inc. and Baron Capital DOB: April 30, 1961 Management, Inc. (1987-Present). - -----------------------------------------------------------------------------------------------------------------------------------
* Trustees deemed to be "interested persons" of the Fund as that term is defined in the Investment Company Act of 1940 by reason of their employment with the Funds' Adviser and Distributor. + 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. ^ Members of the Nominating Committee. ** Members of the "Non-Interested" Committee. This information supplements the statement of additional information dated January 27, 2006. This supplement and the statement of additional information constitute a current statement of additional information. To request another copy of the statement of additional information, please call 1-800-992-2766 or visit our website at BaronFunds.com -----END PRIVACY-ENHANCED MESSAGE-----