UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235 -0570 Washington, D.C. 20549 Expires: October 31, 2006 Estimated average burden hours per response... FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number: 811-21296 BARON SELECT FUNDS - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 767 Fifth Avenue, 49th Floor New York, NY 10153 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Linda S. Martinson, Esq. c/o Baron Select Funds 767 Fifth Avenue,49th Floor New York, New York 10153 - -------------------------------------------------------------------------------- (Name and Address of Agent for Service) Registrant's Telephone Number, including Area Code 212-583-2000 ----------------------------- Date of fiscal year end: December 31 --------------- Date of reporting period: June 30, 2005 -------------------- Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17CRF 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles. A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 5th Street, NW, Washington, D.C. 20549-6009. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507. Potential 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 2569 (3-03) Item 1. Baron Select Funds Annual Report for the period ended June 30, 2005. [Registered Logo] B A R O N S E L E C T F U N D S FUND EXPENSES......................................2 STATEMENT OF NET ASSETS............................................3 STATEMENT OF ASSETS & LIABILITIES.......................................5 STATEMENT OF OPERATIONS............................5 STATEMENT OF CHANGES IN NET ASSETS.....................................6 STATEMENT OF CASH FLOWS............................7 NOTES TO FINANCIAL STATEMENTS......................8 767 Fifth Avenue NY, NY 10153 212.583.2100 1.800.99.BARON BaronFunds.com SEMI-ANNUAL FINANCIAL REPORT JUNE 30, 2005 DEAR BARON PARTNERS FUND SHAREHOLDER: Attached you will find unaudited financial statements for Baron Partners Fund for the six months ended June 30, 2005. The Securities and Exchange Commission requires mutual funds to furnish these statements semi-annually to their shareholders. We thank you for choosing to join us as fellow shareholders in Baron Partners Fund. We will continue to work hard to justify your confidence. Sincerely, /s/ Ronald Baron Ronald Baron CEO and Portfolio Manager August 8, 2005 /s/ Peggy Wong Peggy Wong Treasurer and CFO August 8, 2005 A description of the Fund's proxy voting policies and procedures is available without charge on the Fund's website www.BaronFunds.com or by calling 1-800- 99-BARON, and on the SEC's website at www.sec.gov. The Fund's most current proxy voting record, Form N-PX, is also available on the Fund's website www.BaronFunds.com, and on the SEC's website at www.sec.gov. The Fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Fund's Form N-Q is available on the SEC's website at www.sec.gov. The Fund's Form N-Q may also be reviewed and copied at the SEC's Public Reference Room in Washington, DC; information on the operation of the SEC's Public Reference Room may be obtained by calling 800-SEC-0330. - --------------- PAST PERFORMANCE IS NO GUARANTEE OF FUTURE RESULTS. The investment return and principal value of an investment will fluctuate; an investor's shares, when redeemed, may be worth more or less than their original cost. The Fund's Portfolio Holdings reported herein are current at June 30, 2005, but its composition is subject to change. BARON PARTNERS FUND - -------------------------------------------------------------------------------- FUND EXPENSES (UNAUDITED) - -------------------------------------------------------------------------------- As a shareholder of the Fund, you may incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include advisory fees, distribution and service (12b-1) fees and other Fund expenses. The information on this page is intended to help you understand your ongoing costs of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. This example is based on an investment of $1,000 invested on January 1, 2005, and held for the six months ended June 30, 2005. ACTUAL EXPENSES The table below titled "Based on Actual Total Return" provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading titled "Expenses Paid During the Period." BASED ON ACTUAL TOTAL RETURN(1) BEGINNING ENDING ANNUALIZED EXPENSES ACTUAL TOTAL ACCOUNT VALUE ACCOUNT VALUE EXPENSE PAID DURING RETURN JANUARY 1, 2005 JUNE 30, 2005 RATIO THE PERIOD(2) ------------ --------------- ------------- ---------- ------------- BARON PARTNERS FUND 4.61% $1,000 $1,046 1.54%* $7.81 - --------------- (1) For the six months ended June 30, 2005. Assumes all reinvestment of dividends and capital gain distributions, if any. (2) Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The table below titled "Based on Hypothetical Total Return" provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account values and expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Fund and other funds. To do so, compare the 5% hypothetical example relating to the Fund with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that expenses shown in the table below are meant to highlight your ongoing costs and do not reflect any transactional costs, such as redemption fees, if any. Therefore, the table is useful in comparing ongoing costs only and will not help you determine your relative total costs of owning different mutual funds. In addition, if these transactional costs were included, your costs would have been higher. BASED ON HYPOTHETICAL TOTAL RETURN(1) HYPOTHETICAL BEGINNING ENDING ANNUALIZED EXPENSES ANNUALIZED ACCOUNT VALUE ACCOUNT VALUE EXPENSE PAID DURING TOTAL RETURN JANUARY 1, 2005 JUNE 30, 2005 RATIO THE PERIOD(2) ------------ --------------- ------------- ---------- ------------- BARON PARTNERS FUND 5.00% $1,000 $1,017 1.54%* $7.70 - --------------- (1) For the six months ended June 30, 2005. (2) Expenses are equal to the Fund's annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365. * Annualized Expense Ratio for the six months ended June 30, 2005, includes 1.34% for operating expenses and 0.20% for interest expense. 2 BARON PARTNERS FUND - -------------------------------------------------------------------------------- STATEMENT OF NET ASSETS - -------------------------------------------------------------------------------- AS OF JUNE 30, 2005 (UNAUDITED) Shares Cost Value - ---------------------------------------------------------------------------- COMMON STOCKS (105.95%) - ---------------------------------------------------------------------------- BUSINESS SERVICES (12.87%) 2,000,000 ChoicePoint, Inc.*+ $ 69,222,010 $ 80,100,000 2,200,000 Iron Mountain, Inc.* 64,454,323 68,244,000 ---------- ---------- 133,676,333 148,344,000 CONSULTING (5.81%) 2,525,000 Hewitt Associates, Inc.* 73,161,113 66,937,750 EDUCATION (9.24%) 1,175,000 Apollo Group, Inc., Cl A* 70,888,336 91,908,500 170,000 Strayer Education, Inc. 18,097,588 14,664,200 ---------- ---------- 88,985,924 106,572,700 ENERGY SERVICES (4.64%) 1,575,000 XTO Energy, Inc. 38,887,434 53,534,250 FINANCIAL SERVICES -- ASSET MANAGEMENT (3.34%) 1,025,000 Nuveen Investments, Inc. 34,752,789 38,560,500 FINANCIAL SERVICES -- BANKING (1.27%) 900,000 UCBH Holdings, Inc. 16,898,502 14,616,000 FINANCIAL SERVICES -- BROKERAGE & EXCHANGES (16.58%) 4,650,000 Charles Schwab Corp. 45,103,800 52,452,000 230,000 Chicago Mercantile Exchange Holdings, Inc. 36,843,892 67,965,000 850,000 Jefferies Group, Inc. 33,677,237 32,206,500 370,000 Legg Mason, Inc. 27,482,633 38,520,700 ---------- ---------- 143,107,562 191,144,200 FINANCIAL SERVICES -- INSURANCE (6.42%) 700,000 Arch Capital Group, Ltd.* 25,246,122 31,535,000 1,500,000 Axis Capital Holdings, Ltd. 40,593,260 42,450,000 ---------- ---------- 65,839,382 73,985,000 FINANCIAL SERVICES -- MISCELLANEOUS (3.95%) 1,300,000 First Marblehead Corp.* 54,840,355 45,578,000 HEALTHCARE FACILITIES (5.17%) 1,500,000 Manor Care, Inc. 49,447,650 59,595,000 HEALTHCARE SERVICES -- INSURANCE (2.84%) 400,000 AMERIGROUP Corp.* 8,264,447 16,080,000 240,000 WellPoint, Inc.* 8,334,661 16,713,600 ---------- ---------- 16,599,108 32,793,600 HOME BUILDING (5.67%) 350,000 Centex Corp. 19,959,951 24,734,500 400,000 Toll Brothers, Inc.* 17,176,941 40,620,000 ---------- ---------- 37,136,892 65,354,500 REAL ESTATE SERVICES (6.75%) 250,000 Boston Properties, Inc. 15,152,919 17,500,000 473,933 CoStar Group, Inc.* 18,031,911 20,663,479 500,000 General Growth Properties, Inc. 16,535,052 20,545,000 325,000 Kimco Realty Corp. 17,415,133 19,145,750 ---------- ---------- 67,135,015 77,854,229 RECREATION AND RESORTS (11.73%) 275,000 Carnival Corp. 13,625,623 15,001,250 210,000 Kerzner Intl., Ltd.* 4,653,485 11,959,500 300,000 Las Vegas Sands Corp.* 11,313,511 10,725,000 600,000 Penn National Gaming, Inc.* 19,131,471 21,900,000 1,600,000 Wynn Resorts, Ltd. * 66,469,423 75,632,000 ---------- ---------- 115,193,513 135,217,750 RETAIL -- CONSUMER STAPLES (1.03%) 100,000 Whole Foods Market, Inc. 4,808,122 11,830,000 Shares Cost Value - -------------------------------------------------------------------------- RETAIL -- SPECIALTY STORES (4.89%) 550,000 Blue Nile, Inc.* $ 14,760,565 $ 17,979,500 450,000 Cabela's, Inc.* 10,291,283 9,612,000 575,000 CarMax, Inc.* 15,992,328 15,323,750 450,000 O'Reilly Automotive, Inc.* 10,105,118 13,414,500 ------------ ------------- 51,149,294 56,329,750 TRANSPORTATION (3.75%) 400,000 C. H. Robinson Worldwide, Inc. 20,066,739 23,280,000 400,000 Expeditors International of Washington, Inc. 20,930,533 19,924,000 ------------ ------------- 40,997,272 43,204,000 ------------ ------------- TOTAL COMMON STOCKS 1,032,616,260 1,221,451,229 ------------ ------------- Notional Amount - -------------------------------------------------------------------------- SWAP CONTRACTS (0.00%) - -------------------------------------------------------------------------- $(619,650) Total Return Swap Contract on a Variety of Short Securities Terminating 06/30/2006 0 0 ------------ ------------- Principal Amount - -------------------------------------------------------------------------- CORPORATE BONDS (0.95%) - -------------------------------------------------------------------------- RECREATION AND RESORTS $5,000,000 Wynn Resorts, Ltd. 6.00% Sub. Conv. Deb. due 07/15/2015 4,912,121 10,976,100 ------------ ------------- TOTAL INVESTMENTS (106.90%) $1,037,528,381 1,232,427,329 ============== LIABILITIES LESS CASH AND OTHER ASSETS (-6.90%) (79,549,743) ------------- NET ASSETS (EQUIVALENT TO $17.20 PER SHARE BASED ON 67,023,746 SHARES OUTSTANDING) $1,152,877,586 ============= - --------------- % Represents percentage of net assets * Non-income producing securities + Represents security, or a portion thereof, segregated with broker as collateral for swap contracts. See Notes to Financial Statements. 3 BARON PARTNERS FUND - -------------------------------------------------------------------------------- TOP TEN HOLDINGS (AS A PERCENTAGE OF LONG POSITIONS) AS OF JUNE 30, 2005 - -------------------------------------------------------------------------------- % OF NET ASSETS - -------------------------------------------------------------------------------- Apollo Group, Inc., Cl A 7.5% Wynn Resorts, Ltd. 7.0% ChoicePoint, Inc. 6.5% Iron Mountain, Inc. 5.5% Chicago Mercantile Exchange Holdings, Inc. 5.5% Hewitt Associates, Inc. 5.4% Manor Care, Inc. 4.8% XTO Energy, Inc. 4.4% Charles Schwab Corp. 4.3% First Marblehead Corp. 3.7% ----- 54.6% ===== TOP TEN INDUSTRY GROUPS (AS A PERCENTAGE OF LONG POSITIONS) AS OF JUNE 30, 2005 [GRAPHIC OMITTED] Financial Services - Brokerage and Exchanges 15.5% Business Services 12.0% Recreation and Resorts 11.9% Education 8.7% Real Estate 6.3% Financial Services - Insurance 6.0% Consulting 5.4% Home Building 5.3% Health Care Facilities 4.8% Retail - Specialty Stores 4.6% Other 19.5% 4 BARON PARTNERS FUND - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES - -------------------------------------------------------------------------------- JUNE 30, 2005 (UNAUDITED) ASSETS: Investments in securities, at value (Cost $1,037,528,381) $1,232,427,329 Cash 300,991 Dividends and interest receivable 736,404 Due from broker 1,801,700 Receivable for securities sold 9,264,899 Receivable for shares sold 2,501,901 -------------- 1,247,033,224 -------------- LIABILITIES: Due to custodian bank 89,500,000 Payable for securities purchased 3,710,485 Payable for shares redeemed 477,920 Accrued expenses and other payables 467,233 -------------- 94,155,638 -------------- NET ASSETS $1,152,877,586 ============== NET ASSETS CONSIST OF: Capital paid-in $ 957,776,838 Accumulated net investment loss (3,886,857) Undistributed net realized gain 4,088,657 Net unrealized appreciation on investments 194,898,948 -------------- NET ASSETS $1,152,877,586 ============== SHARES OF BENEFICIAL INTEREST OUTSTANDING ($.01 PAR VALUE; INDEFINITE SHARES AUTHORIZED) 67,023,746 ============== NET ASSET VALUE PER SHARE $ 17.20 ============== STATEMENT OF OPERATIONS - -------------------------------------------------------------------------------- FOR THE SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED) INVESTMENT INCOME: INCOME: Interest $ 498,331 Dividends 3,234,917 ----------- Total income 3,733,248 ----------- EXPENSES: Investment advisory fees 4,938,466 Distribution fees 1,234,616 Shareholder servicing agent fees 113,690 Reports to shareholders 135,530 Professional fees 34,895 Registration and filing fees 124,098 Custodian fees 18,580 Trustee fees 45,179 Miscellaneous 10,355 ----------- Total operating expenses 6,655,409 ----------- Interest expense 964,696 ----------- Total expenses 7,620,105 ----------- Net investment loss (3,886,857) ----------- REALIZED AND UNREALIZED GAIN ON INVESTMENTS: Net realized gain on investments sold 4,413,658 Change in net unrealized appreciation of investments 47,127,816 ----------- Net gain on investments 51,541,474 ----------- Net increase in net assets resulting from operations $47,654,617 =========== See Notes to Financial Statements. 5 BARON PARTNERS FUND - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) - -------------------------------------------------------------------------------- FOR THE FOR THE SIX MONTHS ENDED YEAR ENDED JUNE 30, 2005 DECEMBER 31, 2004 ---------------- ----------------- INCREASE (DECREASE) IN NET ASSETS: OPERATIONS: Net investment loss $ (3,886,857) $ (2,252,135) Net realized gain on investments 4,413,658 40,120,593 Net change in unrealized appreciation on investments 47,127,816 72,084,684 -------------- ------------ Increase in net assets resulting from operations 47,654,617 109,953,142 -------------- ------------ DIVIDENDS TO SHAREHOLDERS FROM: Net realized gain on investments (26,110,666) (11,165,295) -------------- ------------ CAPITAL SHARE TRANSACTIONS: Proceeds from the sale of shares 682,353,968 405,169,767 Net asset value of shares issued in reinvestment of dividends 25,186,203 10,479,556 Cost of shares redeemed (208,938,335) (45,968,023) -------------- ------------ Increase in net assets derived from capital share transactions 498,601,836 369,681,300 -------------- ------------ Net increase in net assets 520,145,787 468,469,147 NET ASSETS: Beginning of period 632,731,799 164,262,652 -------------- ------------ End of period $1,152,877,586 $632,731,799 ============== ============ SHARES TRANSACTIONS: Shares sold 40,824,911 26,676,880 Shares issued in reinvestment of dividends 1,540,430 678,541 Shares redeemed (12,892,189) (3,306,451) -------------- ------------ Net increase 29,473,152 24,048,970 ============== ============ See Notes to Financial Statements. 6 BARON PARTNERS FUND - -------------------------------------------------------------------------------- STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2005 (UNAUDITED) - -------------------------------------------------------------------------------- CASH PROVIDED (USED) BY FINANCING ACTIVITIES: Sales of capital shares $ 691,743,885 Cash distributions paid (924,463) Redemption of capital shares (208,726,331) ------------- Cash provided by capital share transactions 482,093,091 ------------- Increase in due from broker (486,459) Increase in due to custodian bank 89,500,000 ------------- 571,106,632 ------------- CASH PROVIDED (USED) BY OPERATIONS: Purchases of portfolio securities (929,429,158) Proceeds from sales of portfolio securities 267,027,979 Cash paid in connection with swap transactions (268,460) Other decreases (3,495) ------------- (662,673,134) ------------- Net investment loss (3,886,857) Net change in receivables/payables related to operations (47,823) ------------- (666,607,814) ------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (95,501,182) ------------- Cash and cash equivalents beginning of period 95,802,173 ------------- Cash and cash equivalents end of period $ 300,991 ============= Supplemental cash flow information: Interest paid $ 646,439 ============= Non-cash financing activities: Net asset value of shares issued in reinvestment of dividends $ 25,186,203 ============= See Notes to Financial Statements. 7 BARON PARTNERS FUND - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (UNAUDITED) - -------------------------------------------------------------------------------- (1) ORGANIZATION. Baron Select Funds (the "Trust") is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company established as a Delaware statutory trust on April 30, 2003. Baron Partners Fund (the "Fund") is a separate non-diversified series of the Trust. The Fund may employ "leverage" by borrowing money and using it for the purchase of additional securities. Borrowing for investment increases both investment opportunity and investment risk. The Fund's investment objective is to seek capital appreciation. The Fund was organized originally as a limited partnership in January 1992, under the laws of the State of Delaware (the "Partnership".) Effective as of the close of business on April 30, 2003, the Partnership was reorganized into a Delaware statutory trust. The Fund commenced operations with an initial tax- free contribution of assets and liabilities, including securities-in-kind from the Partnership. (2) SIGNIFICANT ACCOUNTING POLICIES. The following is a summary of significant accounting policies followed by the Fund. The policies are in conformity with accounting principles generally accepted in the United States of America. (a) SECURITY VALUATION. Portfolio securities traded on any national stock exchange are valued based on the last sale price. For securities traded on NASDAQ, the Fund uses the NASDAQ Official Closing Price. Where market quotations are not readily available, or in the Adviser's judgment, they do not accurately reflect fair value of a security, or an event occurs after the market close but before the Fund is priced that materially affects the value of a security, the securities will be valued by the Adviser using procedures established by the Board of Trustees. The Adviser has a fair valuation committee comprised of senior executives and members of the Board. Factors the committee uses include whether the security is thinly traded, transactions are infrequent, or quotations are genuine. There can be no assurance, however, that a fair valuation used by the Fund on any given day will more accurately reflect the market value of an investment than the closing price of such investment in its market. Debt instruments having a remaining maturity greater than sixty days will be valued at the highest bid price from the dealer maintaining an active market in that security or on the basis of prices obtained from a pricing service approved by the Board of Trustees. Money market instruments held by the Fund with a remaining maturity of sixty days or less are valued at amortized cost, which approximates value. (b) SECURITIES TRANSACTIONS, INVESTMENT INCOME AND EXPENSE ALLOCATION. Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on an identified cost basis for financial reporting and federal income tax purposes. Dividend income/expense is recognized on the ex-dividend date and interest income is recognized on an accrual basis. (c) FEDERAL INCOME TAXES. It is the policy of the Fund to continue to qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and to distribute all of its taxable income, including net realized capital gains, if any, to its shareholders. No federal income tax provision is therefore required. (d) DISTRIBUTIONS. Income distributions and capital gain distributions are determined in accordance with income tax regulations which may differ from generally accepted accounting principles. These differences are primarily due to differing treatments for net operating losses and realized gains (losses) from swap transactions. (e) USE OF ESTIMATES. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the amounts of income and expenses during the period. Actual results could differ from those estimates. (f) CASH AND CASH EQUIVALENTS. The Fund considers all short term liquid investments with a maturity of three months or less when purchased to be cash equivalents. (3) PURCHASES AND SALES OF SECURITIES. For the six months ended June 30, 2005, purchases and sales of securities, other than short term securities, aggregated $913,683,439 and $266,721,826, respectively. (4) INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES. (a) INVESTMENT ADVISORY FEES. BAMCO, Inc. (the "Adviser"), a wholly owned subsidiary of Baron Capital Group, Inc. ("BCG"), serves as investment adviser to the Fund. As compensation for services rendered, the Adviser receives a fee payable monthly from the assets of the Fund equal to 1% per annum of the Fund's average daily net asset value. The Adviser has contractually agreed to reduce its fee to the extent required to limit the expense ratio for the Fund to 1.45%, excluding portfolio transaction costs, interest and extraordinary expenses. (b) DISTRIBUTION FEES. Baron Capital, Inc. ("BCI"), a wholly owned subsidiary of BCG, is a registered broker-dealer and the distributor of the shares of the Fund pursuant to a distribution plan under Rule 12b-1 of the 1940 Act. The distribution plan authorizes the Fund to pay BCI a distribution fee equal on an annual basis to 0.25% of the Fund's average daily net assets. 8 BARON PARTNERS FUND - -------------------------------------------------------------------------------- Brokerage transactions for the Fund may be effected by or through BCI. During the six months ended June 30, 2005, BCI earned gross brokerage commissions of $393,332. (C) TRUSTEE FEES. Certain Trustees of the Fund may be deemed to be affiliated with or interested persons (as defined by the 1940 Act) of the Fund's Adviser or of BCI. None of the Trustees so affiliated received compensation for his or her services as a Trustee of the Fund. None of the Fund's officers received compensation from the Fund. (5) LINE OF CREDIT. The Fund has a line of credit with the custodian bank in the amount of $150,000,000 to be used for investment purposes. Interest is charged to the Fund, based on its borrowings, at a rate per annum equal to the Federal Funds Rate plus a margin of 1.50%. During the six months ended June 30, 2005, the Fund had an average daily balance on the line of credit of $43,263,536 at a weighted average interest rate of 4.5%. At June 30, 2005, the Fund had an outstanding loan in the amount of $89,500,000 under the line of credit. (6) SWAP CONTRACTS. The Fund may enter into equity swap transactions as a substitute for investing or selling short directly in securities. A swap transaction is entered into with a counterparty to exchange the returns on a particular security or a basket of securities. The gross returns to be exchanged or "swapped" between the parties are calculated with respect to a "notional amount." The counterparty will generally agree to pay the Fund the amount, if any, by which the notional amount of the swap contract would have increased had it been invested or decreased if sold short in the particular stocks. Upon entering into the swap contract, the Fund is required to pledge to the broker an amount of cash and/or other assets equal to a certain percentage of the contract amount. During the period the swap contract is open, the Fund marks to market the underlying instruments, including accrued dividends, and recognizes any unrealized gain or loss. Net payments made or received periodically are recognized as realized gain or loss. Swap contracts may involve exposure to loss in excess of the amount recognized in the Statement of Assets and Liabilities. The notional amount reflects the exposure the Fund has in the underlying securities. These transactions are subject to credit risks in addition to the various risks related to the underlying securities. The notional value of the contract amount with respect to the Fund's outstanding equity swap contract as of June 30, 2005 was ($619,650). (7) SHORT SALES. The Fund may sell securities short. When the Fund sells short, the Fund records a liability for securities sold short and records an asset equal to the proceeds received. The amount of the liability is subsequently marked to market to reflect the market value of the securities sold short. The Fund may incur dividend expense if a security that has been sold short declares a dividend. The Fund is exposed to market risk based on the amount, if any, that the market value of the securities sold short exceeds the proceeds received. The Fund is required to maintain collateral in a segregated account for the outstanding short sales. Short sales involve elements of market risks and exposure to loss in excess of the amount recognized in the Statement of Assets and Liabilities. The Fund's risk of loss in these types of short sales is unlimited because there is no limit to the cost of replacing the borrowed security. (8) INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS. As of June 30, 2005, the components of net assets on a tax basis were as follows: Cost of investments ........................................... $1,037,802,081 ============== Gross tax unrealized appreciation ............................. 229,558,040 Gross tax unrealized depreciation ............................. (34,932,792) -------------- Net tax unrealized appreciation ............................... $ 194,625,248 ============== Net investment loss and realized and unrealized gains and losses differ for financial statement and tax purposes due to differing treatments of wash sale losses deferred, net operating losses and realized gains (losses) from swap transactions. 9 BARON PARTNERS FUND - -------------------------------------------------------------------------------- (9) FINANCIAL HIGHLIGHTS Selected data for a share of beneficial interest outstanding throughout each period: - ------------------------------------------------------------------------------------------------------------------------------------ FOR THE PERIOD FOR THE FOR THE APRIL 30, 2003 SIX MONTHS ENDED YEAR ENDED (COMMENCEMENT OF OPERATIONS) JUNE 30, 2005 DECEMBER 31, 2004 TO DECEMBER 31, 2003 ---------------- ----------------- ---------------------------- NET ASSET VALUE, BEGINNING OF PERIOD....................... $ 16.85 $12.17 $10.00 -------- ------ ------ INCOME FROM INVESTMENT OPERATIONS Net investment loss........................................ (0.06) (0.06) (0.10) Net realized and unrealized gain on investments............ 0.82 5.17 3.63 -------- ------ ------ TOTAL FROM INVESTMENT OPERATIONS.......................... 0.76 5.11 3.53 -------- ------ ------ LESS DISTRIBUTIONS Dividends from net investment income....................... 0.00 0.00 0.00 Distributions from net realized gains...................... (0.41) (0.43) (1.36) -------- ------ ------ TOTAL DISTRIBUTIONS....................................... (0.41) (0.43) (1.36) -------- ------ ------ NET ASSET VALUE, END OF PERIOD............................. $ 17.20 $16.85 $12.17 ======== ====== ====== TOTAL RETURN.............................................. 4.6%+ 42.3% 35.7%+ -------- ------ ------ RATIOS/SUPPLEMENTAL DATA Net assets (in millions), end of period.................... $1,152.9 $632.7 $164.3 Ratio of total expenses to average net assets.............. 1.54%** 1.46% 1.77%** Less: Ratio of interest expense and dividend expense to average net assets....................................... 0.20%** (0.12%) (0.37%)** -------- ------ ------ Ratio of operating expenses to average net assets.......... 1.34%** 1.34% 1.40%** ======== ====== ====== Ratio of net investment loss to average net assets......... (0.78%)** (0.83%) (1.39%)** Portfolio turnover rate.................................... 26.78%+ 57.77% 36.67%+ - ------------------------------------------------------------------------------------------------------------------------------------ ** Annualized. + Not annualized. 10 [Registered Logo] B A R O N S E L E C T F U N D S 767 Fifth Avenue NY, NY 10153 SAR05 Item 2. Code of Ethics. Not applicable at this time. This item is applicable to annual reports. Item 3. Audit Committee Financial Expert. Not applicable at this time. This item is applicable to annual reports. Item 4. Principal Accountant Fees and Services. Not applicable at this time. This item is applicable to annual reports. Item 5. Audit Committee of Listed Registrants. Not applicable at this time. This item is applicable to annual reports. Item 6. Schedule of Investments. Please see Item 1. Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. NOT APPLICABLE. Item 8. Portfolio Managers of Closed-End Management Investment Companies. NOT APPLICABLE. Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. NOT APPLICABLE. Item 10. Submission of Matters to a Vote of Security Holders. NOT APPLICABLE. Item 11. Controls and Procedures. (a) The Registrant's principal executive officer and principal financial officer have concluded that the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the "1940 Act")) are effective as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 15d-15(b) under the Securities Exchange Act of 1934, as amended. (b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during the Registrant's second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. Item 11. Exhibits. a). Ex-99.COE Not applicable at this time. This item is applicable to annual reports. b). Ex-99.CERT Certification pursuant to Item 10(b) of the Form N-CSR. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BARON SELECT FUNDS By: /s/ Ronald Baron ------------------- Ronald Baron President and Chief Executive Officer Date: August 24, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By: /s/ Ronald Baron -------------------- Ronald Baron President and Chief Executive Officer Date: August 24, 2005 By: /s/ Peggy Wong -------------------- Peggy Wong Treasurer and Chief Financial Officer Date: August 24, 2005 A signed original of this written statement has been provided to Baron Select Funds and will be retained by Baron Select Funds and furnished to the Securities and Exchange Commission or its staff upon request.