-----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, J1Ly20lNmboFrdhuuHNA2wwjujkG9TN12OKbifo1iZDM/bjUxLwBCZl1Fw3+s3vl BH69Pt1VgtWnAz/HJMCTuA== 0000810902-97-000010.txt : 19971201 0000810902-97-000010.hdr.sgml : 19971201 ACCESSION NUMBER: 0000810902-97-000010 CONFORMED SUBMISSION TYPE: 24F-2NT PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971128 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: 24F-2NT SEC ACT: SEC FILE NUMBER: 033-12112 FILM NUMBER: 97730282 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 24F-2NT 1 RULE 24F-2 NOTICE U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 24F-2 Annual Notice of Securities Sold Pursuant to Rule 24f-2 1. Name and address of issuer: Baron Asset Fund, a series fund (the "Trust") 767 Fifth Avenue New York, NY 10153 2. Name of each series or class of funds for which this notice is filed: Baron Asset Fund Baron Growth & Income Fund 3. Investment Company Act File Number: 811-5032 Securities Act File Number: 33-12112 4. Last day of fiscal year for which this notice is filed: September 30, 1997 5. Check box if this notice is being filed more than 180 days after the close of the issuer's fiscal year for purposes or reporting securities sold after the close of the fiscal year but before termination of the issuer's 24f-2 declaration: [ ] 6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if applicable: Not applicable. 7. Number and amount of securities of the same class or series which had been registered under the Securities Act of 1933 other than pursuant to rule 24f-2 in a prior fiscal year, but which remained unsold at the beginning of the fiscal year: None. 8. Number and amount of securities registered during the fiscal year other than pursuant to rule 24f-2: None. 9. Number and aggregate sale price of securities sold during the fiscal year: 58,603,354 shares $2,106,179,095 10. Number and aggregate sale price of securities sold during the fiscal year in reliance upon registration pursuant to rule 24f-2: 58,603,354 shares $2,106,179,095 11. Number and aggregate sale price of securities issued during the fiscal year in connection with dividend reinvestment plans, if applicable: None. 12. Calculation of registration fee: (i) Aggregate sale price of securities sold during the fiscal year in reliance on rule 24f-2 (from Item 10): $2,106,179,095 (ii) Aggregate price of shares issued in connection with dividend reinvestment plans (from Item 11, if applicable): + 0 (iii) Aggregate price of shares redeemed or repurchased during the fiscal year (if applicable): 619,626,900 (iv) Aggregate price of shares redeemed or repurchased and previously applied as a reduction to filing fees pursuant to rule 24e-2 (if applicable): + 0 (v) Net aggregate price of securities sold and issued during the fiscal year in reliance on rule 24f-2 [line (i), plus line (ii), less line (iii), plus line (iv)] (if applicable): $1,486,552,195 (vi) Multiplier prescribed by Section 6(b) of the Securities Act of 1933 or other applicable law or regulation: x .000295 (vii) Fee due [line (i) or line (v) multiplied by 1i $438,532.90 Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) only if the form is being filed within 60 days after the close of the issuer's fiscal year. 13. Check box if fees are being remitted to the Commissioner's lockbox depository as described in section 3a of the Commission's Rules of Informal and Other Procedures (17 CRF 202.3a) [x] Date of mailing or wire transfer of filing fees to the Commission's lockbox depository: Wire transfer will be sent via Bank of New York, today, November 28, 1997. CERTIFICATE OF PRINCIPAL OFFICER I, Ronald Baron, hereby certify that I am the duly elected and acting Principal Executive Officer of Baron Asset Fund (the "Trust"); that during the fiscal year of the Trust ended September 30, 1997, the Trust issued and sold a total of 58,603,354 net shares of beneficial interest of the Trust's two series, Baron Asset Fund (which sold 48,449,171 net shares) and Baron Growth & Income Fund (which sold 10,154,183 net shares), in reliance upon the registration under the Securities Act of 1933, as amended, of an indefinite number of shares of beneficial interest pursuant to a declaration made pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended; and that in connection with the issuance and sale of said net shares of its beneficial interest, the Trust or its agent received the consideration therefor, required by the provisions of the Trust's Declaration of Trust dated February 19, 1987, as amended, the Board of Trustees Meeting of May 11, 1987, and the Trust's current prospectus. /s/ Ronald Baron __________________________________ Ronald Baron Principal Executive Officer November 3, 1997 SIGNATURES This report has been signed below by the following persons on behalf of the issuer and in the capacities and on the dates indicated. By: /s/ Linda S. Martinson ________________________ Linda S. Martinson General Counsel Date: November 28, 1997 EX-99 2 OPINION OF COUNSEL Baron Asset Fund 767 Fifth Avenue New York, NY 10153 Tel: 212-583-2000 Fax: 212-583-2050 November 26, 1997 VIA-EDGARLINK Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Rule 24f-2 Notice Dear Sirs: Baron Asset Fund (the "Trust") is a trust created under a written Declaration of Trust dated February 19, 1987, as amended, and executed and delivered in Boston, Massachusetts. It is organized as a series fund with three series currently available: Baron Asset Fund, Baron Growth & Income Fund and Baron Small Cap Fund. The beneficial interests thereunder are represented by transferable shares, $0.01 par value per share ("Shares"). This opinion relates to the Shares of two of the Trust's series, Baron Asset Fund and Baron Growth & Income Fund. Baron Small Cap Fund did not begin selling its shares until October 1, 1997, after the end of the fiscal year of the Trust. The Trustees have the powers set forth in the Declaration of Trust, subject to the terms, provisions and conditions therein provided. I am of the opinion that the legal requirements have been complied with in the creation of the Trust, and that the Declaration of Trust in legal and valid. Under Article V, Section 5.4 of the Declaration of Trust, the Trustees are empowered, in their discretion, from time to time, to issue Shares for such amount and type of consideration at such time or times and on such terms as the Trustees may deem best. under Article V, Section 5.1, it is provided that the number of Shares authorized to be issued under the Declaration of Trust is unlimited. By vote adopted on May 11, 1987, the Trustees of the Trust authorized the President, or any Vice President, and the Secretary or any Assistant Secretary, from time to time to determine the appropriate number of Shares to be registered, to register with the Securities and Exchange Commission, and to issue and sell to the public, such Shares. The Trustees of the Trust authorized the creation of two separate series of the Trust by Certificate of Designation filed with the Massachusetts Secretary of State on October 17, 1994 and by vote adopted on October 21, 1994, the registration of the Shares of the new series with the Securities and Exchange Commission, and the issuance of such Shares when effective. The Trustees also duly authorized the creation of the third series of the Trust, the filing of the registration statement with the Securities and Exchange Commission, ans the issuance of the Shares when effective. I understand that you are about to file a Notice pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended, making definitive the registration of 39,588,609 Shares of the Baron Asset Fund and Baron Growth & Income series of the Trust sold in reliance upon said Rule 24f-2 during the fiscal year ended September 30, 1997. I am of the opinion that all necessary Trust action precedent to the issue of said 39,588,609 Shares was duly taken. I am of the further opinion that all such Shares were legally and validly issued and fully paid and are non-assessable by the Trust. In rendering the opinion expressed in the Preceding sentence, I rely on certification by an officer of the Trust that the Trust or its agent received consideration for such Shares in accordance with the provisions of the Trust's Declaration of Trust, the Board of Trustees Meeting of May 11, 1987, and the Trust's current prospectus, and I assume that the sale of such Shares was effected in compliance with the Securities Act of 1933, the Investment Company Act of 1940, and applicable state laws regulating the sale of securities. I consent to your filing this opinion with the Securities and Exchange Commission together with the Rule 24f-2 Notice referred to above. Very truly yours, /s/ Linda S. Martinson ______________________ Linda S. Martinson General Counsel LSM/ms -----END PRIVACY-ENHANCED MESSAGE-----