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     SUPPLEMENT DATED SEPTEMBER 8, 2003 TO PROSPECTUS DATED MAY 8, 2003

                      NOTICE REGARDING CLOSING OF FUND


Baron Growth Fund
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CLOSING  THE FUND

Baron Growth Fund is closed to new  investors as of 4:00 pm NYC time,  SEPTEMBER
12, 2003 to preserve the Adviser's ability to effectively  manage the Fund. This
closing does not affect other Baron Funds.

If you are already a shareholder  of Baron Growth Fund,  you may continue to add
to your  investment in that Fund. In addition,  the Fund will remain open to the
following investors:

o   financial  advisers  with  existing  clients  in Baron  Growth  Fund
o   clients of retirement plan providers or 529 plan providers
o   employees of the Adviser and their family members

THE FUND WILL BE CLOSED UNTIL FURTHER NOTICE.  If you have any questions  about
whether  you are able to  purchase  shares of Baron  Growth  Fund,  please  call
1-800-99BARON or e-mail us at info@BaronFunds.com.
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This  information  supplements the prospectus dated May 8, 2003. 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.