UNITED STATES ----------------------------
SECURITIES AND EXCHANGE COMMISSION | OMB APPROVAL |
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
BARON INVESTMENT FUNDS TRUST
(f/k/a Baron Asset Fund)
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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Persons who are to respond to the collection of information
contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
SEC 1913 (04-05)
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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SEPTEMBER 2006
PROXY STATEMENT
[registered castle logo]
B A R O N
F U N D S(r)
> BARON ASSET FUND
Enclosed is a Proxy Statement and Proxy Voting Card for shareholders of the
Baron Asset Fund series.
We are asking you to vote on the following item:
CONVERSION OF BARON ASSET FUND FROM A SMALL AND MID-CAP FUND TO A MID-CAP FUND.
We are proposing to change the investment goal of Baron Asset Fund to allow the
Fund to invest principally in mid-sized growth companies, which are defined as
having a market capitalization of between $2.5 billion and $8 billion.
Please read the enclosed Proxy Statement carefully and please cast your votes,
either electronically, by telephone, or by marking the proxy card and mailing it
to us. Every vote is important to us.
Thank you.
BARON ASSET FUND
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Notice of Special Meeting of Shareholders
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To Our Shareholders:
Please take notice that a Special Meeting of Shareholders (the "Meeting")
of Baron Asset Fund (the "Fund") which is a series of Baron Investment Funds
Trust (f/k/a Baron Asset Fund), a Massachusetts business trust (the "Trust"),
will be held on December 5, 2006 at 11:00 a.m. eastern time. Please call
1-800-992-2766 should you require additional information regarding the Meeting.
The shareholders of the Fund will be asked to consider and vote together as
a single class on the following proposal, which is described in the accompanying
proxy statement:
(1) To approve or disapprove a change to the investment goal of the
Fund.
The shareholders of the Fund will be asked to consider and vote separately
on the following proposal, which is described in the accompanying proxy
statement:
(2) To transact such other business as may properly come before the
Special Meeting of Shareholders or any adjournment thereof.
Only holders of record of shares of common stock of the Fund at the close
of business on October 6, 2006, are entitled to vote at the Meeting and at any
adjournments thereof.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE PROPOSAL.
In the event that the necessary quorum to transact business, or if the vote
required to approve a proposal is not obtained at the Meeting, the persons named
on the proxy card as proxies may propose one or more adjournments of the
Meeting, in accordance with applicable law, to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of the holders
of a majority of the Fund's shares present in person or by proxy at the Meeting.
The persons named as proxies will vote in favor of such adjournment those
proxies which they are entitled to vote in favor of the proposal and will vote
against any such adjournment those proxies to be voted against the proposal.
-1-
By order of the Board of Trustees,
/s/ Linda S. Martinson
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Linda S. Martinson
SECRETARY
September 22, 2006
-2-
IMPORTANT
Your vote is important and, as a shareholder, you are asked to be at the Meeting
either in person or by proxy. If you are unable to attend the meeting in person
we urge you to vote by proxy since you can always revoke your proxy at the
meeting. You can do this by:
1. Completing, signing, dating and promptly returning the enclosed proxy
card using the enclosed postage prepaid envelope;
2. Calling the toll-free number on your proxy card; or
3. Voting at the Internet web site on your proxy card.
YOUR PROMPT VOTING BY PROXY MAY SAVE THE NECESSITY AND EXPENSE OF FURTHER
SOLICITATIONS TO ENSURE A QUORUM AT THE MEETING. VOTING BY PROXY WILL NOT
PREVENT YOU FROM PERSONALLY VOTING YOUR SHARES AT THE MEETING AND YOU MAY REVOKE
YOUR PROXY BY ADVISING THE SECRETARY OF THE TRUST IN WRITING (BY SUBSEQUENT
PROXY OR THROUGH THE WEB SITE) OR BY TELEPHONE OF SUCH REVOCATION AT ANY TIME
BEFORE THE MEETING.
-3-
BARON ASSET FUND
767 Fifth Avenue, 49th Floor
New York, NY 10153
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PROXY STATEMENT
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GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board") of Baron Investment Funds
Trust(f/k/a Baron Asset Fund) (the "Trust"), on behalf of the BARON ASSET FUND
SERIES (the "Fund). This proxy statement is for use at a Special Meeting of
Shareholders (the "Meeting"), to be held on December 5, 2006 at 11:00 a.m.,
eastern time, and at any and all adjournments thereof. Please call
1-800-992-2766 should you require additional information regarding the Meeting.
This Proxy Statement, the Notice of Special Meeting, and the proxy cards
are first being mailed to shareholders on or about October 16, 2006, or as soon
as practicable thereafter. Any shareholder giving a proxy has the power to
revoke it in person at the Meeting, by mail (addressed to the Secretary at the
principal office of the Fund, 767 Fifth Avenue, 49th floor, New York, NY 10153),
by visiting the Internet website on your proxy card, calling the toll-free
number on your proxy card, by executing a superseding proxy, or by submitting a
notice of revocation to the Fund. All properly executed proxies received in time
for the Meeting will be voted as specified in the Proxy Statement.
Holders of record of the shares of the Fund at the close of business on
October 6, 2006, (the "Record Date") will be entitled to one vote per share for
the Fund on all business relevant to that Fund to be conducted at the Meeting.
A majority of the outstanding shares must be present in person or by proxy
to constitute a quorum for the transaction of business. If the necessary quorum
to transact business or the vote required to approve the proposal is not
obtained at the Meeting, the persons named as proxies on the proxy card may
propose one or more adjournments of the Meeting, in accordance with applicable
law, to permit the further solicitation of proxies. Any such adjournment would
require the affirmative vote of a majority of the shares voting on the
adjournment. The persons named as proxies will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the proposal, and will
vote against any such adjournment those proxies that they have been instructed
to vote against the proposal. For purposes of determining the presence of a
quorum for the Meeting, abstentions will be treated as shares that are present
but which have not been voted. Brokers and other nominees may not be eligible to
vote on certain matters with respect to shares that are not beneficially owned
by them and as to which they have not received voting instructions; and
accordingly these "broker non-votes" will be disregarded for quorum and voting
purposes on such matters. SHAREHOLDERS ARE URGED TO FORWARD THEIR VOTING
INSTRUCTIONS PROMPTLY.
The Annual Financial Report for the Funds of the Trust for the year ended
September 30, 2005, was mailed to shareholders the last week in November of
2005. The unaudited Semi-Annual Financial Report for the Funds of the Trust was
mailed to shareholders in May of 2006. Both of these reports are available on
the website of the Securities and Exchange Commission, www.sec.gov, under the
name Baron Investment Funds Trust. In addition, copies of these reports are also
available free of charge by calling 1-800-992-2766.
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PROPOSAL
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SUMMARY
The following proposal is being submitted by the Board of Trustees for
action at the Meeting.224
PROPOSAL
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To amend the investment goal of Baron Asset Fund
The Board of Trustees asks shareholders of Baron Asset Fund to change the
Fund's investment goal. This proposal requires the affirmative vote of the
lesser of: (a) 67% of the Baron Asset Fund series' shares present at the Meeting
if more than 50% of such shares outstanding on the record date are present in
person or by proxy or (b) more than 50% of the shares of the Baron Asset Fund
series' shares outstanding on the record date.
BOARD OF TRUSTEES RECOMMENDATION
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS THAT YOU VOTE IN FAVOR OF
CHANGING THE FUND'S INVESTMENT GOAL. The Fund's current investment goal is to
achieve capital appreciation through long-term investments in securities of
small and medium sized companies with undervalued assets or favorable growth
prospects. The Board proposes that the current investment goal of the Fund as
set forth above be replaced with the following investment goal: To provide
capital appreciation through investments primarily in the securities of medium
sized growth companies.
During the past five years, to improve the Fund's performance and reduce
its portfolio risk, the Adviser has restructured the Fund's investment
portfolio. One way the Adviser has accomplished this is by focusing the Fund's
portfolio, which currently includes both small and mid-cap growth companies, on
mid-cap growth companies which the Adviser believes have continuing and
significant growth prospects. The percentage of companies in the portfolio with
market capitalizations of less than $2.5 billion has fallen from 41.6% to 12.6%
during the past five years. Today, the Fund is classified by independent rating
agencies as a mid-cap growth fund.
This shift will allow the Adviser to better distinguish the Fund from Baron
Fund's two small-cap growth funds, Baron Growth Fund and Baron Small Cap Fund.
The Board believes this will reduce confusion among both our existing
shareholders and prospective investors. In addition, these changes will allow
this Fund to take advantage of Baron Funds' increasing institutional knowledge
of the many successful small growth companies which have become mid sized growth
companies and which the Adviser believes have significant growth prospects.
Medium-sized growth companies are defined as having a market capitalization of
between $2.5 billion and $8 billion.
The Board believes this change will benefit the Fund's shareholders. The
Board recommends that you approve the change in investment goal to allow the
Fund to invest principally in mid-sized growth businesses. If shareholders
approve this change, the new investment goal would become effective upon the
effectiveness of the amendment to the Trust's registration statement which
reflects this change. If shareholders do not approve this proposal, the
investment goal will not change.
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REQUIRED VOTE
Approval of this proposal requires the affirmative vote of the lesser of:
(a) 67% of the Baron Asset Fund series' shares present at the Meeting if a
majority of such shares are present in person or by proxy or (b) more than 50%
of the outstanding shares of the Baron Asset Fund series' shares. It is intended
that the enclosed proxy will be voted for the proposal unless authority is
withheld in the proxy. THE BOARD OF TRUSTEES RECOMMENDS THAT THE SHAREHOLDERS OF
THE FUND VOTE IN FAVOR OF THIS PROPOSAL.
ADDITIONAL INFORMATION
The name and address of the Investment Adviser is BAMCO, Inc., 767 Fifth
Avenue, 49th Floor, New York, New York, 10153. The cost of preparing, printing
and mailing the proxy, notice and Proxy Statement and all other costs incurred
in connection with the solicitation of proxies, including any additional
solicitation made by letter, telephone or other means, will be paid by the Fund.
The name and address of the principal underwriter and distributor is Baron
Capital, Inc., 767 Fifth Avenue, 49th Floor, New York, New York, 10153.
It is expected that the solicitation of proxies will be primarily by mail.
A proxy solicitation firm may be engaged to assist in the solicitation of
proxies. To the extent that votes are not received, the proxy solicitation firm
may contact shareholders by telephone. Shareholders may authorize the proxy
solicitation firm to execute proxies on their behalf, by telephone or through
the Internet. Proxies that are obtained by telephone authorization will be
recorded in accordance with procedures that are reasonably designed to ensure
that the identity of the shareholder casting the vote and the voting
instructions of the shareholder are accurately determined.
When soliciting telephonic proxies, the representative is required to ask
for each shareholder's full name, address, social security or tax identification
number, and the number of shares owned to confirm that the shareholder has
received the Proxy Statement and proxy card in the mail. If the information is
consistent, the proxy solicitor would explain the voting process and the
proposals and ask for the shareholder's voting instructions. The proxy solicitor
would not recommend to the shareholder how to vote, other than to read any
recommendations set forth in the Proxy Statement. The proxy solicitation firm
confirms the voting instructions to the shareholder promptly by letter or
mailgram.
Shareholders who want to vote by electronic proxy rather than mailing back
the proxy card, may do so by accessing the Internet website indicated on the
proxy card or by calling the toll-free number referenced on the proxy card. The
shareholder will be prompted to provide his or her control number that appears
on the proxy card. If the information is correctly entered, the shareholder will
be provided with instructions, and the opportunity to enter votes. Confirmation
of telephone voting instructions are done immediately over the phone, while the
shareholder will be sent electronic confirmation of the voting instructions by
e-mail.
Proxies may also be voted by filling out the proxy card sent with the Proxy
Statement and returning it to the Fund. For replacement proxy cards or
additional information, please call the Fund at 1- 800-992-2766. Any proxy given
by a shareholder, whether in writing or by telephone, is revocable. Shareholders
may attend the meeting in person.
There is only one class of shares for the Fund, and each share is entitled
to one vote. There is no cumulative voting. At the close of business on October
6, 2006, the record date for determination of shareholders entitled to notice
and to vote at the Meeting, the number of outstanding shares of beneficial
interest for the Fund is .
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As of October 6, 2006, the record date, the following chart lists those
shareholders who beneficially owned as much as 5% of the outstanding shares of
capital stock of the Fund, and also shows the aggregate holdings of persons
affiliated with the Fund and the Adviser:
BARON ASSET FUND
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NAME OF 5% OWNER** OWNERSHIP PERCENTAGE
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Clients of Charles Schwab & Co., Inc.
Clients of National Financial Services Corp.
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** Affiliated Persons' (Officers and Trustees) Aggregate Ownership Percentage
as a group, own less than 1%.
HOUSEHOLDING NOTICE
To avoid sending duplicate copies of materials to households and thereby
reduce expenses, only one copy of the most recent annual and semiannual reports
of the Fund may be mailed to shareholders, having the same last name and address
in the Fund's records. The consolidation of these mailings, householding,
benefits the Fund through reduced mailing expense. You may call 1-800-992-2766
or write to the Fund at 767 Fifth Avenue, New York, NY 10153 if you need
additional copies of the documents, or if you wish to receive separate annual
reports or proxy statements in the future. You may also visit www.BaronFunds.com
to view and/or download these documents, as well as other information about the
Fund.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board is not aware of any other business to be brought before the
Special Meeting. Should any other matters requiring a shareholder vote arise, it
is the intention that proxies that do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of proxy.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE SPECIAL MEETING ARE
URGED TO SIGN AND DATE THE ENCLOSED PROXY CARD AND PROMPTLY RETURN IT IN THE
ENCLOSED ENVELOPE WHICH IS ADDRESSED FOR YOUR CONVENIENCE AND NEEDS NO POSTAGE
IF MAILED IN THE UNITED STATES OR VOTE BY TOLL-FREE TELEPHONE CALL OR AT THE
WEB-SITE. TO AVOID THE EXPENSE OF FURTHER SOLICITATION, PLEASE VOTE PROMPTLY.
SHAREHOLDER PROPOSALS
Any shareholder proposal to be included in the proxy statement for the
Fund's next meeting of shareholders must be received by the Fund within a
reasonable period of time prior to that meeting. The Fund is not required to
hold annual meetings of shareholders and has no current plan to hold a
shareholder meeting in the next year.
By order of the Board of Trustees
/s/ Linda S. Martinson
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Linda S. Martinson
SECRETARY
[registered BARON FUNDS ---------------------------------------------------------------------------------
castle logo] P.O. BOX 9132 | THREE EASY WAYS TO VOTE THIS FORM |
B A R O N HINGHAM, MA 02043-9132 | READ THE PROXY STATEMENT AND HAVE THIS FORM AT HAND. |
F U N D S(r) | TELEPHONE: Call 1-800-690-6903 and follow the recorded instructions. |
| INTERNET: Go to www.proxyvote.com and follow the on-screen instructions. |
| MAIL: Check the appropriate box on the reverse side of this Form, sign |
| date below, and return in the postage-paid envelope provided. |
| |
| IF YOU VOTE BY TELEPHONE OR INTERNET, DO NOT MAIL THIS FORM. |
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BARON ASSET FUND THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES
The undersigned hereby appoints Ronald Baron, President and CEO and Linda Martinson, Vice President, COO, Secretary and General
Counsel, and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent
the undersigned and to vote on behalf of the undersigned all shares of BARON ASSET FUND (the "Fund") which the undersigned is
entitled to vote at a Special Meeting of Shareholders of the Fund to be held on December 5, 2006 at 11:00 a.m. eastern time, and
any adjournments thereof. Please call 1-800-992-2766 should you require additional information regarding the Meeting. The
undersigned hereby acknowledges receipt of the Notice of Special Meeting of Shareholders and Proxy Statement and hereby instructs
said attorneys and proxies to vote said shares as indicated herein, in their discretion, the proxies are authorized to vote upon
such other business as may properly come before the Meeting.
Either of the proxies present and acting at the Meeting in person or by substitute shall have and may exercise all of the power and
authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made as
to any Proposal, this proxy will be voted FOR the Proposal. Please refer to the Proxy Statement for a discussion of each of the
Proposals.
PLEASE VOTE, DATE, AND SIGN BELOW
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AND RETURN PROMPTLY IN
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ENCLOSED ENVELOPE
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Date ---------------------
[SHAREHOLDER(S) NAME & ADDRESS] -----------------------------------------------------
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Shareholder(s) sign here (SIGN IN THE BOX)
Please sign this proxy exactly as your name appears on
the books of the Fund. Joint owners should each sign
personally. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more
than one name appears, a majority must sign. If a
corporation, the signature should be that of an
authorized officer who should state his or her title.
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. [X]
PLEASE DO NOT USE FINE POINT PENS.
1) To convert Baron Asset Fund from a small and mid-cap fund to a mid-cap fund. FOR AGAINST ABSTAIN
[ ] [ ] [ ]
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2) To transact such other business as may properly come before the Meeting or any adjournment thereof. FOR AGAINST ABSTAIN
[ ] [ ] [ ]
PLEASE BE SURE TO DATE AND SIGN THIS PROXY ON THE REVERSE SIDE.