-----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, LydJFQXLYtcoYv8KWG+UxR+VUkW4knMHLAczpwT6Ntr9PmxzRSDwuh5gx43NZg+3 wS4odQ0VaMjmopbIQiaDFg== 0000810902-97-000004.txt : 19970807 0000810902-97-000004.hdr.sgml : 19970807 ACCESSION NUMBER: 0000810902-97-000004 CONFORMED SUBMISSION TYPE: 485APOS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970806 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARON ASSET FUND CENTRAL INDEX KEY: 0000810902 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 136891420 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-12112 FILM NUMBER: 97652400 FILING VALUES: FORM TYPE: 485APOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-05032 FILM NUMBER: 97652401 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125832000 MAIL ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10153 485APOS 1 BARON ASSET FUND 485APOS File No. 33-12112 File No. 811-5032 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM N-1A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. [ ] ----- Post-Effective Amendment No. 14 [X] ----- and REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] Amendment No. 15 [X] ----- BARON ASSET FUND -------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) 767 Fifth Avenue, 24th Floor New York, New York 10153 -------------------------------------------------------------------------- (Address of Principal Executive Offices) (zip code) Registrant's Telephone Number, including Area Code: (212) 583-2000 Linda S. Martinson BARON ASSET FUND 767 Fifth Avenue 24th Floor New York, New York 10153 --------------------------------------------------------------------------- (Name and Address of Agent for Service) Approximate Date of Proposed Public Offering: September 30, 1997 It is proposed that this filing will become effective (check appropriate box) - ---- immediately upon filing pursuant to paragraph (b) - ---- on (date) pursuant to paragraph (b) - ---- 60 days after filing pursuant to paragraph (a)(1) X - ---- on SEPTEMBER 30, 1997 pursuant to paragraph (a)(1) - ---- 75 days after filing pursuant to paragraph (a)(2) - ---- on (date) pursuant to paragraph (a)(2) of rule 485 Pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended, Registrant has registered an indefinite number of shares of beneficial interest, $0.01 par value, of securities of the Fund, now existing or hereafter established, under the Securities Act of 1933. The Rule 24f-2 Notice for Registrant's most recent fiscal year was filed on October 24, 1996. The Registrant proposes that this amendment will become effective pursuant to Rule 485(a)(1) under the Securities Act of 1933. BARON ASSET FUND CROSS-REFERENCE SHEET Items Required by Form N-1A
PART A - ------- Caption in Item No. Item Caption Prospectus - -------- ------------- ------------ 1. Cover Page COVER PAGE 2. Synopsis FUND EXPENSES 3. Condensed Financial FINANCIAL HIGHLIGHTS Information 4. General Description of INVESTMENT OBJECTIVE AND Registrant PHILOSOPHY; INVESTMENT POLICIES AND RISKS; GENERAL POLICIES; DISTRIBUTION PLAN; INVESTMENT PERFORMANCE; GENERAL INFORMATION 5. Management of the Fund MANAGEMENT OF THE FUNDS; INVESTMENT OBJECTIVES AND PHILOSOPHY; INVESTMENT POLICIES AND RISKS; GENERAL POLICIES; FUND EXPENSES 6. Capital Stock and Other DIVIDENDS AND DISTRIBUTIONS; Securities TAXES; GENERAL INFORMATION 7. Purchase of Securities HOW TO PURCHASE SHARES; Being Offered DETERMINING YOUR SHARE PRICE; DISTRIBUTION PLAN; GENERAL INFORMATION 8. Redemption or Repurchase HOW TO REDEEM SHARES; DETERMINING YOUR SHARE PRICE; GENERAL INFORMATION 9. Pending Legal Proceedings NOT APPLICABLE PART B - ------ Caption in Statement of Item No. Item Caption Additional Information - -------- ------------- ----------------------- 10. Cover Page COVER PAGE 11. Table of Contents TABLE OF CONTENTS 12. General Information NOT APPLICABLE and History 13. Investment Objectives INVESTMENT OBJECTIVES and Policies AND POLICIES 14. Management of the MANAGEMENT OF THE FUNDS Registrant 15. Control Persons and MANAGEMENT OF THE FUNDS Principal Holders of Securities
Caption in Statement of Item No. Item Caption Additional Information - -------- ------------ ----------------------- 19. Purchase, Redemption and MANAGEMENT OF THE FUNDS; Pricing of Securities REDEMPTION OF SHARES; Being Offered NET ASSET VALUE 20. Tax Status NOT APPLICABLE 21. Underwriters MANAGEMENT OF THE FUNDS 22. Calculation of CALCULATION OF Performance Data PERFORMANCE DATA 23. Financial Statements FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1996
BARON FUNDS BARON SMALL CAP FUND SUPPLEMENT TO SEPTEMBER 30, 1997 PROSPECTUS The Distributor of Baron Small Cap Fund, Baron Capital, Inc. ('Baron Capital') is soliciting subscriptions for Fund shares during an initial offering period currently scheduled from September 1, 1997 to the close of business on September 30, 1997 (the 'Subscription Period'). The subscription price will be the Fund's initial net asset value of $10.00 per share. Orders to purchase shares of the fund received during the Subscription Period will be held uninvested until the close of business on September 30, 1997. Charles Schwab & Co., Inc. ('Schwab') is also soliciting subscriptions of Fund shares during the Subscription Period, pursuant to a Selected Dealer Agreement with Baron Capital. The purchase price for Fund shares will be paid from a Schwab customer's brokerage account at the close of business on September 30, 1997, For its services, Schwab will receive from Baron Capital a fixed fee of up to $60,000, plus from 10 to 50 basis points of the aggregate net asset value of fund shares sold by Schwab during the Subscription Period. The fixed fee will be paid by Baron Capital out of its own resources or those of its affiliates and will have no effect on the Fund's fees or expenses. Of the per share fee paid to Schwab, 25 basis points is paid pursuant to the Fund's 12b-1 plan, details of which are described on page of the Prospectus. This Supplement is Dated September 1, 1997 --------------------------- Baron Small Cap Fund seeks long term appreciation. It invests in a diversified portfolio of common stocks of small cap companies that, in the Adviser's view, have the potential to increase in value at least 50% over two subsequent years. Baron Small Cap Fund is a 'no load' fund. There are no sales or redemption charges. Baron Small Cap Fund is a series of Baron Asset Fund, which is a diversified open-end management investment company. This Prospectus contains information you should know before investing in Baron Small Cap Fund. Please read it carefully and retain it for future reference. BARON ASSET FUND PARTS A and B were previously filed with Post-Effective Amendment No. 13 and are incorporated by reference herein. PART C. OTHER INFORMATION Item 24. FINANCIAL STATEMENTS AND EXHIBITS a. Financial Statements: Included in Part B of this Registration Statement: Report of Independent Accountants^ Statement of Net Assets at September 30, 1996^ Statement of Assets and Liabilities at September 30, 1996^ Statement of Operations for the Year Ended to September 30, 1996^ Statement of Changes in Net Assets for the Years Ended September 30, 1996 and 1995^ Notes to the Financial Statements^ Supplementary Information (condensed financial information) (also included in Part A of this Registration Statement)^ b. Exhibits: 1. Declaration of Trust dated February 19, 1987. 2. By-laws dated February 19, 1987. 3. Inapplicable. 4. Specimen Share Certificates representing shares of beneficial interest of $.01 par value. 5. (a) Investment Advisory Agreement between Baron Asset Fund and BAMCO, Inc. (b) Investment Advisory Agreement between Baron Growth & Income Fund and BAMCO, Inc. 6. Distribution Agreement with Baron Capital, Inc. 7. Inapplicable. 8. (a) Custodian Agreement with The Bank of New York. (b) Fee Schedule for Exhibit 8(a). 9. (a) Transfer Agency Agreement with Supervised Services Company, Inc. (b) Fee Schedule for Exhibit 9(a). 10. Opinion and consent of counsel as to legality of shares being registered (filed with Rule 24f-2 Notice). 11. Consent of Independent Certified Public Accountants.^ 12. Inapplicable. 13. Letter agreement between the Registrant and the Purchaser of the Initial Shares. 14. (a) IRA Disclosure Statement. (b) IRA Account Application. (c) 5305-A Agreement. 15. Distribution Plan pursuant to Rule 12b-1. 16. Schedule for computation of performance quotations.^ 17. Power of Attorney. - ---------- ^ Previously filed with Post-Effective Amendment No.13. ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT The following diagram indicates the persons under common control with Registrant, all of which are incorporated in New York. Ronald Baron | | 90% | | Baron Capital Group, Inc. | | 100% 100% | | Baron Capital, Inc. BAMCO, Inc. | 100% | | Baron Capital Management, Inc. Baron Capital, Inc. serves as distributor of Registrant's shares and performs brokerage services for Registrant. BAMCO, Inc. serves as investment adviser to Registrant. Ronald Baron, President of Registrant, is the controlling shareholder of Baron Capital Group, Inc. and serves as President of all the above entities. ITEM 26. NUMBER OF HOLDERS OF SECURITIES (AS OF JUNE 11, 1997)
(1) (2) Title of Class of Series Number of Shareholders(approx) ------------------------ ------------------------------ Shares of beneficial interest ($.01 par value), Baron Asset Fund 115,000 Baron Growth & Income Fund 24,000
ITEM 27. INDEMNIFICATION Article IV of Registrant's Declaration of Trust states as follows: Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No shareholder shall be subject to any personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. No Trustee, officer, employee or agent of the Trust shall be subject to any personal liability whatsoever to any Person, other than to the Trust of its shareholders, in connection with Trust Property of the affairs of the Trust, save only that arising from bad faith, willful misfeasance, gross negligence or reckless disregard of his duties with respect to such Person; and all such Persons shall look solely to the Trust Property, or to the Property of one or more specific series of the Trust if the claim arises from the conduct of such Trustee, officer, employee or agent with respect to only such Series, for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any shareholder, Trustee, officer, employee, or agent, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability of the Trust, he shall not, on account thereof, be held to any personal liability. The Trust shall indemnify and hold each shareholder harmless from and against all claims and liabilities, to which such shareholder may become subject by reason of his being or having been a shareholder, and shall reimburse such shareholder out of the Trust Property for all legal and other expenses reasonably incurred by him in connection with any such claim or liability. Indemnification and reimbursement required by the preceding sentence shall be made only out of assets of the one of more Series whose shares were held by said shareholder at the time the act or event occurred which gave rise to the claim against or liability of said shareholder. The rights accruing to a shareholder under this Section 4.1 be lawfully entitled, nor shall anything herein contained restrict the right of the Trust to indemnify or reimburse a shareholder in any appropriate situation even though not specifically provided herein. Section 4.2. Non-Liability of Trustees, Etc. No Trustee, officer, employee or agent of the Trust shall be liable to the Trust, its shareholders, or to any shareholder, Trustee, officer, employee, or agent thereof for any action or failure to act (including without limitation the failure to compel in any way any former or acting Trustee to redress any breach of trust) except for his own bad faith, willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of his office. Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions and limitations contained in paragraph (b) below: (i) every person who is, or has been, a Trustee or officer of the Trust shall be indemnified by the Trust, or by one or more Series thereof if the claim arises from his or her conduct with respect to only such Series to the fullest extent permitted by law against all liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding in which he becomes involved as a party or otherwise by virtue of his being or having been a Trustee or officer and against amounts paid or incurred by him in the settlement thereof; (ii) the words "claim," "action," "suit," or "proceeding" shall apply to all claims, actions, suits or proceedings (civil, criminal, or other, including appeals), actual or threatened; and the words "liability" and "expenses" shall include, without limitation, attorneys' fees, costs, judgments, amounts paid in settlement, fines, penalties and other liabilities. (b) No indemnification shall be provided hereunder to a Trustee or officer: (i) against any liability to the Trust or a Series thereof or the shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office; (ii) with respect to any matter as to which he shall have been finally adjudicated not the have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or a Series thereof; (iii) in the event of a settlement or other disposition not involving a final adjudication as provided in paragraph (b)(ii) resulting in a payment by a Trustee or officer, unless there has been a determination that such Trustee or officer did not engage in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office: (A) by the court or other body approving the settlement or other disposition; or (B) based upon a review of readily available facts (as opposed to a full trial-type inquiry) by (x) vote of a majority of the Non-interested Trustees acting on the matter (provided that a majority of the Non-interested Trustees then in office act on the matter) or (y) written opinion of independent legal counsel. (c) The rights of indemnification herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not affect any other rights to which any Trustee or officer may now or hereafter be entitled, shall continue as to a person who has ceased to be such Trustee or officer and shall inure to the benefit of the heirs, executors, administrators and assigns of such a person. Nothing contained herein shall affect any rights to indemnification to which personnel of the Trust other than Trustees and officers may be entitled by contract or otherwise under law. (d) Expenses of preparation and presentation of a defense to any claim, action, suit or proceeding of the character described in paragraph (a) of this Section 4.3 may be advanced by the Trust or a Series thereof prior to final disposition thereof upon receipt of an undertaking by or on behalf of the recipient to repay such amount if it is ultimately determined that he is not entitled to indemnification under this Section 4.3, provided that either: (i) such undertaking is secured by a surety bond or some other appropriate security provided by the recipient, or the Trust or Series thereof shall be insured against losses arising out of any such advances; or (ii) a majority of the Non-interested Trustees acting on the matter (provided that a majority of the Non-interested Trustees act on the matter) or an independent legal counsel in a written opinion shall determine, based upon a review of readily available facts (as opposed to a full trial-type inquiry), that there is reason to believe that the recipient ultimately will be found entitled to indemnification. As used in this Section 4.3, a "Non-interested Trustee" is one who is not (i) an "Interested Person" of the Trust (including anyone who has been exempted from being an "Interested Person" by any rule, regulation or order of the Commission), or (ii) involved in the claim, action, suit or proceeding. ITEM 28. BUSINESS OR OTHER CONNECTIONS OF INVESTMENT ADVISER The business and other connections of BAMCO, Inc. is summarized under "The Adviser" in the Prospectus constituting Part A of the Registration Statement, which summary is incorporated herein by reference. The business and other connections of the officers and directors of BAMCO, Inc. is currently listed in the investment adviser registration on Form ADV for BAMCO, Inc. (File No. 801-29080) and is incorporated herein by reference. ITEM 29. PRINCIPAL UNDERWRITERS (a) Inapplicable. (b)
(1) (2) (3) Positions and Positions and Name and Principal Offices with Offices with Business Address Underwriter Registrant - ------------------ -------------- -------------- Ronald Baron Director and Trustee and 767 Fifth Avenue President President New York, N.Y. 10153 Collin Baron Director None 855 Main Street Bridgeport, CT 06604 Susan Robbins Director Vice President 767 Fifth Avenue and Vice President New York, N.Y. 10153 Peggy Wong Treasurer Treasurer 767 Fifth Avenue New York, N.Y. 10153 Morty Schaja Vice President Trustee and 767 Fifth Avenue and Director Vice President New York, N.Y. 10153
(1) (2) (3) Positions and Positions and Name and Principal Offices with Offices with Business Address Underwriter Registrant - ------------------ -------------- -------------- Clifford Greenberg Vice President Vice President 767 Fifth Avenue New York, N.Y. 10153 Linda S. Martinson Secretary Trustee, Vice 767 Fifth Avenue President and New York, N.Y. 10153 Secretary
(c) Inapplicable. ITEM 30. LOCATION OF ACCOUNTS AND RECORDS Certain accounts, books and other documents required to be maintained by Section 31 (a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained at the offices of the Registrant, BAMCO, Inc., and Baron Capital, Inc., 767 Fifth Avenue, 24th Floor, New York, NY 10153. Records relating to the duties of the Registrant's transfer agent are maintained by DST Systems, Inc. 1004 Baltimore Avenue, Kansas City, MO 64105 and of the Registrant's custodian are maintained by The Bank of New York, 48 Wall Street, New York, N.Y. 10015. ITEM 31. MANAGEMENT SERVICES Inapplicable. ITEM 32. UNDERTAKINGS Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to Trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a Trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such Trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Registrant undertakes to file an amendment to the Registration Statement which includes financial statements (which need not be certified) within four to six months from the effective date of Registrant's 1933 Act Registration Statement. SIGNATURES Pursuant to the requirement of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this post-effective amendment No. 13 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City and State of New York, on the 11th day of June, 1997. BARON ASSET FUND By s/Ronald Baron ---------------- Ronald Baron, President Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment No. 13 to the registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Signatures Title Date ---------- ----- ---- s/ Ronald Baron President (Principal June 11, 1997 ------------ Executive Officer) & Ronald Baron Trustee s/ Raymond Noveck Trustee June 11, 1997 -------------- Raymond Noveck s/ Linda S. Martinson Secretary, June 11, 1997 ------------------ Vice President & Trustee Linda S. Martinson
Signatures Title Date ---------- ----- ---- s/ Peggy Wong Treasurer (Principal June 11, 1997 ---------- Financial & Accounting Officer) *s/ Mark M. Feldman Trustee June 11, 1997 --------------- Mark M. Feldman *s/ Norman S. Edelcup Trustee June 11, 1997 ----------------- Norman S. Edelcup *s/ Charles N. Mathewson Trustee June 11, 1997 -------------------- Charles N. Mathewson *s/ Irwin Greenberg Trustee June 11, 1997 --------------- Irwin Greenberg *s/ Harold W. Milner Trustee June 11, 1997 ---------------- Harold W. Milner *s/ Trustee ------------ Daniel Tisch *s/ David A. Silverman Trustee June 11, 1997 ------------------ David A. Silverman *s/ N. Elliott Trustee June 11, 1997 ---------- N. Elliott s/ M. Schaja Vice President & June 11, 1997 --------- Trustee M. Schaja s/ C. Greenberg Vice President June 11, 1997 ------------ C. Greenberg *By: s/ Linda S. Martinson ------------------ Linda S. Martinson Attorney-in-fact pursuant to a power of attorney previously filed.
BARON ASSET FUND Index to Exhibits Exhibit No. Title of Exhibit Page - ----------- ---------------- ---- 1 Declaration of Trust * 2 By-laws * 4 Specimen Certificates *** Baron Asset Fund Baron Growth & Income Fund 5(a) Investment Advisory Agreement for ** Baron Asset Fund 5(b) Investment Advisory Agreement for ** Baron Growth & Income Fund 6 Distribution Agreement ** 8(a) Custodian Contract * 8(b) Fee Schedule for Exhibit 8(a) * 9(a) Transfer Agency Agreement *** 9(b) Fee Schedule for Exhibit 9(a) *** 10 Opinion and consent of counsel as to legality of shares being registered (filed with Rule 24f-2 Notice) 11 Consent of Independent Accountants ^ 13 Letter agreement relating to * initial capital 14(a) IRA Disclosure Statement # 14(b) IRA Application # 15 Distribution Plan pursuant to ** Rule 12b-1 16(a,b) Calculation of performance ^ 27(a) Financial Data Schedule @ Baron Asset Fund 27(b) Financial Data Schedule @ Baron Growth & Income Fund Power of Attorney - ------------ * Previously filed with Pre-Effective Amendment No. 1 ** Previously filed with Post-Effective Amendment No. 3 *** Previously filed with Post-Effective Amendment No. 5 **** Previously filed with Post-Effective Amendment No. 7 # Previously filed with Post-Effective Amendment No. 10 ^ Previously filed with Post-Effective Amendment No. 12 @ Previously filed with Form NSAR for the period ended 09/30/96 STATEMENT OF DIFFERENCES ------------------------ Characters normally expressed as superscript shall be preceded by ....'pp' -----END PRIVACY-ENHANCED MESSAGE-----