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     Supplement dated February 17, 2005 to Prospectus dated January 28, 2005


                    NOTICE REGARDING FURTHER CLOSING OF FUND



The HOW TO PURCHASE  SHARES  section  that appears on pages 20-21 of the current
prospectus is amended, in part, as follows (changes marked in italics):

BARON GROWTH FUND closed to new investors on 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


EFFECTIVE MAY 1, 2005, TO FURTHER PRESERVE THE ADVISER'S  ABILITY TO EFFECTIVELY
MANAGE THE FUND,  THE FUND WILL BE CLOSED TO NEW  RETIREMENT  PLANS.  IF YOU ARE
ALREADY A  SHAREHOLDER  OF BARON  GROWTH  FUND,  YOU MAY CONTINUE TO ADD TO YOUR
INVESTMENT IN THAT FUND. IN ADDITION, 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.