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     SUPPLEMENT DATED FEBRUARY 17, 2005 TO PROSPECTUS DATED JANUARY 28, 2005


                    NOTICE REGARDING FURTHER CLOSING OF FUND


EFFECTIVE MAY 1, 2005, BARON GROWTH FUND will remain open only to the following
investors:

o    financial advisers with existing clients in Baron Growth Fund

o    participants  in  retirement  plans or 529 plans that  already  offer Baron
     Growth Fund

o    employees of the Adviser and their family members



This  information  supplements  the  prospectus  dated  January 28,  2005.  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.