BARON INVESTMENT FUNDS TRUST
BARON SELECT FUNDS
CODE OF ETHICS
FOR
PRINCIPAL EXECUTIVE AND SENIOR FINANCIAL OFFICERS
The Board of Trustees of Baron Investment Funds Trust and Baron Select Funds and
all their respective series (each a "Fund" and collectively, the "Funds"), have
adopted the following Code of Ethics (the "Code") (the code applicable to the
Funds principal executive and senior financial officers ("Covered Officers").
The Funds' Covered Officers include the Chief Executive Officer, the President
and Chief Operating Officer, the 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 "Act") 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
they do not. The Funds have chosen to adopt this Code to encourage the Covered
Officers to act in a manner consistent with the principles of ethical conduct.
II. SEPARATE CODE
BAMCO, Inc., the Funds' investment adviser (the "Adviser") , has previously
adopted a Compliance Manual (the "Compliance 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
"Advisers Act") and Rule 17j-1 under the Investment Company Act of 1940 (the
"1940 Act"), that governs the conduct of all of the Adviser employees, including
the Covered Officers. The Adviser's 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17j-1 and the Compliance Manual are superceded by this Code to the extent that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 Adviser's code of ethics and the Compliance Manual contain 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 "SEC") 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 Chief Legal Officer of the Adviser shall oversee the implementation and
administration of this Code. Any questions about this Code should be directed to
the Chief Legal Officer.
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.
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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 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.
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The Funds' Covered Officers must disclose to the Chief Legal Officer 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 material, he or she should bring
the matter to the attention of the Chief Legal Officer.
3. DISCLOSURE REQUIREMENTS APPLICABLE TO THE FUNDS.
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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 of 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.
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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 material non-public information where required by law or
the Adviser policies. The Covered Officers may not disclose or use material
non-public information pertaining to a Fund for personal advantage.
5. COMPLIANCE WITH LAWS.
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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.
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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.
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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 Chief Legal Officer an acknowledgment
stating that he or she has received, read and understands the Code; (ii)
annually thereafter to submit a statement to the Chief Legal Officer 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 Chief Legal Officer 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 Chief Legal Officer for appropriate
review. The Chief Legal Officer, in consultation with the Trustees who are not
Interested 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.
SCHEDULE A
COVERED OFFICERS
NAME TITLE
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Ronald Baron Chief Executive Officer
Linda S. Martinson President and Chief Operating Officer
Peggy Wong Treasurer and Chief Financial Officer
Patrick M. Patalino Chief Legal Officer