BARON INVESTMENT FUNDS TRUST
BARON CAPITAL FUNDS TRUST
BARON SELECT FUNDS
CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
The Board of Trustees of Baron Capital Funds Trust, Baron Investment Funds Trust
and Baron Select Funds and all their respective series (each a und and
collectively, the "Funds"), have adopted the following Code of Ethics (the ode
applicable to the Funds principal executive and senior financial officers (
overed Officers . The Funds Covered Officers include the President and Chief
Executive Officer, Treasurer and Chief Financial Officer, and any person who
performs similar functions, each of whom are listed on Schedule A hereto.
I. INTRODUCTION
The Sarbanes-Oxley Act of 2002 (the ct effected sweeping corporate disclosure
and financial reporting reform on public companies, including mutual funds. The
purpose of the Act is to address corporate malfeasance and assure investors that
the companies in which they invest are accurately disclosing financial
information. Under the Act, all public companies (including the Funds) must
either have a code of ethics for their Covered Officers, or disclose why it does
not. The Funds have chosen to adopt this Code to encourage the Covered Officers
to act in a manner consistent with the principals of ethical conduct.
II. SEPARATE CODE
BAMCO, Inc., the Funds investment adviser (the dviser , has previously adopted a
Compliance Manual (the ompliance Manual that sets forth certain fundamental
principles and key policies and procedures that govern the conduct of all of the
Adviser employees, including the Covered Officers. In addition, the Funds and
the Adviser have previously adopted a code of ethics, in accordance with Rule
204A-1 under the Investment Advisers Act of 1940 (the dvisers Act and Rule 17j-1
under the Investment Company Act of 1940 (the 940 Act , that governs the conduct
of all of the Adviser employees, including the Covered Officers. The code of
ethics under Rule 204A-1 and Rule 17j-1 and the Compliance Manual are superceded
by this Code to the extent that such principles, policies and procedures
conflict with the provisions of this Code.
The code of ethics under Rule 204A-1 and Rule 17j-1 and the Compliance Manual
are separate requirements applying to the Covered Officers and others, and are
not part of this Code. In addition, the 1940 Act and the Advisers Act and rules
promulgated thereunder contain many specific provisions designed to protect the
Funds from conflicts of interest and overreaching. Any conduct by Covered
Officers required by specific 1940 Act or Advisers Act provisions or the rules
thereunder is presumed to be in compliance with this Code.
III. PURPOSES OF THE CODE
The purposes of this Code are:
1. To promote honest and ethical conduct by the Funds Covered Officers,
including the ethical handling of actual or apparent conflicts of
interest between personal and professional relationships;
2. To assist the Covered Officers in recognizing and avoiding conflicts
of interest, including disclosing to an appropriate person any
material transaction or relationship that reasonably could be expected
to give rise to such conflict;
3. To promote full, fair, accurate, timely and understandable disclosure
in reports and documents that the Funds file with, or submit to, the
Securities and Exchange Commission (the EC and in other public
communications made by the Funds;
4. To promote compliance with applicable governmental laws, rules and
regulations;
5. To encourage prompt internal reporting to an appropriate person of
suspected material violations of this Code, including violations of
securities laws or other laws, rules, and regulations applicable to
the Funds; and
6. To establish accountability for adherence to this Code.
IV. Questions About this Code
The General Counsel of the Adviser shall oversee the implementation and
administration of this Code. Any questions about this Code should be directed to
the General Counsel.
V. Conduct Guidelines
The Funds have adopted the following guidelines under which the Funds Covered
Officers must perform their official duties and conduct the business affairs of
the Funds.
1. Ethical and honest conduct is an overarching principle of this Code.
----------------------------------------------------------------------
The Funds Covered Officers must act with honesty and integrity and avoid
violations of this Code, including the avoidance of actual or apparent
conflicts of interest with the Funds in personal and professional
relationships. The personal interests of a Covered Officers should not be
placed improperly before the interests of the Funds. The Covered Officers
should not use their personal influence or personal relationships to
influence investment decisions or financial reporting by a Fund whereby the
Covered Officers would benefit personally (directly or indirectly) to the
detriment of a Fund.
2. Covered Officers must disclose material transactions or relationships.
---------------------------------------------------------------------
The Funds Covered Officers must disclose to the General Counsel any actual
or apparent conflicts of interest the Covered Officers may have with the
Funds that reasonably could be expected to give rise to any violation of
this Code. Such conflicts of interest may arise as a result of material
transactions or business or personal relationships to which the Covered
Officers may be a party. If a Covered Officer is unsure whether a
particular transaction gives rise to a conflict of interest, or whether a
particular transaction or relationship is aterial, he or she should bring
the matter to the attention of the General Counsel.
3. Disclosure requirements applicable to the Funds.
-----------------------------------------------
Each Covered Officer is required to be familiar with the disclosure
requirements applicable to the Funds and must not knowingly misrepresent or
fail to disclose, or cause others to misrepresent or fail to disclose,
material facts about the Funds to others, including but not limited to
officers and counsel to the Adviser, its affiliates, and the Funds and
their service providers, independent trustees, independent auditors and
governmental regulators. The Funds Covered Officers must seek to provide
information that is accurate, complete, objective, relevant, timely and
understandable. The Funds Covered Officers must at all times endeavor to
ensure full, fair, timely, accurate, and understandable disclosure in the
Funds periodic reports.
4. Maintain confidentiality of information.
---------------------------------------
Each Covered Officer must act with integrity and must respect and protect
the information acquired during the course of his or her duties except when
authorized by a Fund to disclose it, or where disclosure is mandated by
law, regulation or rule. Each Covered Officer must maintain the
confidentiality of non-public information where required by law or the
Adviser policies. The Covered Officers may not disclose or use material
non-public knowledge pertaining to a Fund for personal advantage.
5. Compliance with laws.
--------------------
The Funds Covered Officers must comply with the federal securities laws and
other laws and rules applicable to the Funds, such as the Internal Revenue
Code.
6. Standard of Care.
----------------
The Funds Covered Officers must at all times act in good faith and with due
care, competence, and diligence, without misrepresenting material facts or
allowing their independent judgment to be subordinated. The Funds Covered
Officers must conduct the affairs of the Fund in a responsible manner,
consistent with this Code.
7. Standards for recordkeeping.
---------------------------
The Funds Covered Officers must at all times endeavor to ensure that the
Funds financial books and records are thoroughly and accurately maintained
to the best of their knowledge in a manner consistent with applicable laws
and this Code.
VI. Affirmation of the Code
Upon adoption of the Code, each Covered Officer is required: (i) upon
receipt of the Code, to sign and submit to the General Counsel an
acknowledgment stating that he or she has received, read and understands
the Code; (ii) annually thereafter to submit a statement to the General
Counsel confirming that he or she has received, read and understands the
Code and has complied with the requirements of the Code; (iii) to not
retaliate against any employee subordinate to the Covered Officer for
reports of potential violations that are made in good faith; and (iv) to
notify the General Counsel of the Adviser, as appropriate, if the Covered
Officer observes any irregularities or violations of this Code.
VII. Amendments and Waivers
Except with respect to Schedule A hereto, which may be updated at any time,
this Code may be amended only by the Board of Trustees of the Funds at a
meeting of the Board of Trustees duly called for that purpose.
Any Covered Officer may request a waiver of a provision of this Code by
submitting his/her request in writing to the General Counsel for
appropriate review. The General Counsel, in consultation with the Trustees
who are not nterested persons of the Fund, as defined in the 1940 Act, will
decide whether to grant a waiver. All waivers of the Code must be disclosed
as required by the SEC rules. N ovem ber 14, 2005
SCHEDULE A
Covered Officers
----------------
Name Title
- ---- -----
Ronald Baron President and Chief Executive Officer
Peggy Wong Treasurer and Chief Financial Officer