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       SUPPLEMENT DATED APRIL 8, 2005 TO PROSPECTUS DATED JANUARY 28, 2005


                        NOTICE REGARDING CLOSING OF FUND


BARON SMALL CAP FUND
--------------------

CLOSING THE FUND

BARON SMALL CAP FUND is closed to new  investors  as of 4:00 pm NYC time,  APRIL
22, 2005, 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 SMALL CAP 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 SMALL CAP 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  SMALL CAP FUND,  please call
1-800-99BARON or e-mail us at info@BaronFunds.com.






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.