Baron WealthBuilder Fund

Minimum Initial
Investment

Minimum Subsequent
Investment

Maximum Subsequent
Investment

Retail Shares

No Minimum

No Maximum

As filed with the Securities and Exchange Commission on April 26, 2024

Securities Act File No. 333-103025

Investment Company Act File No. 811‑21296

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

UNDER


THE SECURITIES ACT OF 1933				☒
Pre‑Effective Amendment No.				☐
Post‑Effective Amendment No. 85				☒

and/or

REGISTRATION STATEMENT

UNDER


THE SECURITIES ACT OF 1940				☒
Amendment No. 82				☒

(Check appropriate box or boxes)

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)

(Registrant’s Telephone Number, including Area Code): 212‑583‑2000

Patrick M. Patalino, General Counsel

c/o Baron Select Funds

767 Fifth Avenue, 49th Floor

New York, NY 10153

(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

☒

Immediately upon filing pursuant to paragraph (b) of Rule 485

☐

On (date) pursuant to paragraph (b)(1)(iii) of Rule 485

☐

60 days after filing pursuant to paragraph (a)(1) of Rule 485

☐

On (date) pursuant to paragraph (a)(1) of Rule 485

☐

75 days after filing pursuant to paragraph (a)(2) of Rule 485

On December 31 pursuant to paragraph (a)(2) of Rule 485

If appropriate, check the following box:

☐ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.


Table of Contents		Baron Funds^®



Baron Funds^®	Baron WealthBuilder Fund	3

Information about the Fund	Investment Goal	13
Information about the Fund	Additional Investment Strategies	13
	Investment Criteria and Process	16
	Additional Investment Risks	18
	Share Classes	30
	Management of the Fund	31

Information about your Investment	How Your Shares are Priced	33
Information about your Investment	How to Purchase Shares	34
	How to Invest with the Baron Funds^®	37
	How to Redeem Shares	39
	Dividends and Distributions	42
	Policies Regarding Frequent Purchases and Redemptions of Fund Shares	42
	How to Exchange Shares	44
	How to Convert Shares	44
	Special Information about the Baron Funds^® Website	45
	U.S. Federal Income Taxation	46
	Distribution and Servicing Arrangements	48
	Financial Highlights	50
	General Information	54
	For More Information	Back Cover



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Baron WealthBuilder Fund

Investment Goal

The investment goal of Baron WealthBuilder Fund^® (the “Fund”) is capital appreciation.

Fees and Expenses of the Fund

The table below describes the fees and expenses that you would pay if you bought and held shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

Annual Fund Operating Expenses

(Expenses that you pay each year as a percentage of the value of your investment)


	Management Fee		Distribution (12b-1) Fee		Other Expenses		Acquired Fund Fees and Expenses¹		Total Annual Fund Operating Expenses		Expense Reimburse- ments			Total Annual Fund Operating Expenses after Expense Reimburse- ments²
BARON WEALTHBUILDER FUND
Retail Shares		—		0.25%		0.08%		1.14%		1.47%		(0.03	)%		1.44%
Institutional Shares		—		—		0.08%		1.14%		1.22%		(0.03	)%		1.19%
TA Shares		—		—		0.08%		1.14%		1.22%		(0.03	)%		1.19%

While the Fund itself charges no management fee, it will indirectly bear its pro-rata share of the expenses of the Baron mutual funds in which it invests (acquired funds).

Acquired Fund Fees and Expenses are indirect fees and expenses that the Fund incurs from investing in the securities of a select number of Baron mutual funds. Their inclusion in this table will cause the expense ratios disclosed here to differ from those disclosed in the financial highlights.

BAMCO, Inc. (“BAMCO” or the “Adviser”) has agreed that, pursuant to a contract with an 11-year term terminating on August 29, 2034, it will reimburse certain expenses of the Fund, limiting net annual operating expenses (portfolio transaction costs, interest and dividend expense, acquired fund fees and expenses, fees and expenses related to filing foreign tax reclaims, and extraordinary expenses are not subject to the operating expense limitation) to 0.30% of average daily net assets of Retail Shares, 0.05% of average daily net assets of Institutional Shares and 0.05% of average daily net assets of TA Shares. Only the Board of Trustees of the Fund may terminate the expense reimbursement agreement prior to its termination date.

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a



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5% return each year and that the Fund’s operating expenses remain the same, giving effect to the expense reimbursement agreement described above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:


YEAR	1		3		5		10
BARON WEALTHBUILDER FUND
Retail Shares	$	147	$	456	$	787	$	1,724
Institutional Shares	$	121	$	378	$	654	$	1,443
TA Shares	$	121	$	378	$	654	$	1,443

Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes for Fund shareholders. These costs, which are not reflected in Total Annual Fund Operating Expenses or in the example, affect the Fund’s performance. During the most recent fiscal year ended December 31, 2023, the Fund’s portfolio turnover rate was 6.70% of the average value of its portfolio.

Investments, Risks, and Performance

Principal Investment Strategies of the Fund

The Fund is a diversified fund because it invests, at any given time, in the securities of a select number of Baron mutual funds (the “Underlying Funds”), representing specific investment strategies. The Fund normally invests in a variety of domestic and international equity funds. The Adviser seeks to invest in businesses it believes have significant opportunities for growth, sustainable competitive advantages, exceptional management, and an attractive valuation.

The Fund can invest in funds holding U.S. and international stocks; small-cap, small- to mid-cap, mid-cap, large-cap, all-cap stocks; and sector specific stocks.

The portfolio manager decides how much of the Fund’s assets to allocate to underlying fund investments based on the outlook for, and on the relative valuations of, the Underlying Funds and the various markets in which they invest.



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Baron WealthBuilder Fund

Underlying Funds



BARON WEALTHBUILDER FUND

Strategy		Fund

Small Cap		Baron Discovery Fund
		Baron Small Cap Fund
		Baron Growth Fund

Small-Mid Cap		Baron Focused Growth Fund

Mid Cap		Baron Asset Fund

Large Cap		Baron Fifth Avenue Growth Fund
Large Cap		Baron Durable Advantage Fund

All Cap		Baron Partners Fund
All Cap		Baron Opportunity Fund

International / Global		Baron International Growth Fund
		Baron Emerging Markets Fund
		Baron Global Advantage Fund
		Baron New Asia Fund

Sector		Baron Real Estate Fund
		Baron Real Estate Income Fund
		Baron Health Care Fund
		Baron FinTech Fund
		Baron Technology Fund

The Fund may sell shares of the Underlying Funds for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities. The Fund may also modify the list of Underlying Funds at any time, including by adding Underlying Funds that may be created in the future, or change the Fund’s asset allocation at any time, in each case without prior approval from or notice to shareholders. At certain periods, the Fund may hold



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Baron WealthBuilder Fund

a portion of its assets in cash, money market securities or other similar liquid investments.

Principal Risks of Investing in the Fund

The following summarizes the risks that the Fund is subject to based on its investments in the Underlying Funds. The risks described below are risks to the Fund’s overall portfolio. These are generally different from the risks of any one Underlying Fund. While each Underlying Fund has its own particular risk characteristics, the strategy of allocating the Fund’s assets to different Underlying Funds may allow those risks to be offset to some extent.

Growth Investing. Growth stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Growth stocks tend to be more expensive relative to their earnings or assets compared to other types of stocks. As a result, because growth stocks tend to be sensitive to changes in their earnings and to increasing interest rates and inflation, they tend to be more volatile than other types of stocks. In response, from time to time, growth investing as an investment style may go out of favor with investors.

Asset Allocation. The Fund’s ability to achieve its investment objective depends largely upon selecting the best mix of Underlying Funds. The selection of the Underlying Funds and the allocation of the Fund’s assets among the various market sectors could cause the Fund to underperform in comparison to other funds with a similar investment objective.

General Stock Market. Fund losses may be incurred due to declines in one or more markets in which Fund investments are made. These declines may be the result of, among other things, political, regulatory, market, economic or social developments affecting the relevant market(s). In addition, turbulence as has recently been experienced, caused, among other reasons, by increased inflation, tightening monetary policy and interest rate increases by the US Federal Reserve or similar international bodies, and reduced liquidity in financial markets may continue to negatively affect many issuers, which could have an adverse effect on your Fund investment. Events involving limited liquidity, defaults, non-performance or other adverse developments that affect one industry, such as the financial services industry, or concerns or rumors about any events of these kinds, have in the past and may in the future lead to market-wide liquidity problems, may spread to other industries, and could negatively affect the value and liquidity of the Fund’s investments. Global economies and financial markets are increasingly interconnected, and conditions and events in one country, region or financial market, such as Russia’s invasion of Ukraine in February 2022 and the world-wide response to it, have and may continue to adversely impact issuers and markets worldwide. The active and expanding conflict in



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Baron WealthBuilder Fund

the Middle East between Israel and Hamas presents considerable market risks. The coronavirus disease 2019 (COVID-19) global pandemic and the aggressive responses taken by many governments or voluntarily imposed by private parties, including closing borders, restricting travel and imposing prolonged quarantines or similar restrictions, as well as the closure of, or operational changes to, many retail and other businesses, have had negative impacts, and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may impact your Fund investment. Raising the ceiling on U.S. government debt has become increasingly politicized. Any failure to increase the total amount that the U.S. government is authorized to borrow could lead to a default on U.S. government obligations, with unpredictable consequences for economies and markets in the U.S. and elsewhere.

Risks of Investing in the Underlying Funds. Each of the Underlying Funds has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of the Fund’s shares. To the extent that the Fund invests more of its assets in one Underlying Fund than in another, it will have greater exposure to the risks of that Underlying Fund.

Consumer Discretionary Sector. The consumer discretionary sector may be affected by changes in domestic and international economies, exchange and interest rates, inflation, competition, consumers’ disposable income, consumer preferences, social trends and marketing campaigns.

Developing Countries. Certain Underlying Funds invest in developing countries, which include countries in the MSCI Emerging Markets (EM) Index, countries in the MSCI Frontier Markets (FM) Index and other countries determined by the Adviser to be developing countries based on classifications made by the International Monetary Fund or on country characteristics similar to those of the countries in the EM and FM Indexes. Investments in developing countries are subject to all of the risks of non-U.S. investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets, including: delays in settling portfolio securities transactions; currency and capital controls; greater sensitivity to interest rate changes; pervasiveness of corruption and crime; currency exchange rate volatility; and inflation, deflation or currency devaluation. These risks are greater for countries in the FM Index.



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Baron WealthBuilder Fund

environmental and facilities services, office services and supplies, security and alarm services, human resource and employment services, research and consulting services. It also includes companies that provide transportation services. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Industrials Sector. The prices of the securities of companies operating in the Industrials Sector may fluctuate due to the level and volatility of commodity prices, the exchange value of the dollar, import controls, worldwide competition, liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control devices.

Large-Cap Companies. Because an Underlying Fund may invest primarily in large-cap company securities, that Underlying Fund may underperform other funds during periods when their securities are out of favor.

Non-U.S. Securities. Investing in non-U.S. securities may involve additional risks to those inherent in investing in U.S. securities, including exchange rate fluctuations, political or economic instability, the imposition of exchange controls, expropriation, limited disclosure and illiquid markets.

Small- and Mid-Sized Companies. The Adviser believes there is more potential for capital appreciation in small- and mid-sized companies, but there also may be more risk. Securities of small- and mid-sized companies may not be well known to most investors, and the securities may be less actively traded than those of large businesses. The securities of small- and mid-sized companies may fluctuate in price more widely than the stock market generally, and they may be more difficult to sell during market downturns. Small- and mid-sized companies rely more on the skills of management and on their continued tenure. Investing in small- and mid-sized companies requires a long-term outlook and may require shareholders to assume more risk and to have more patience than investing in the securities of larger, more established companies.

Technology. Technology companies, including internet-related and information technology companies, as well as companies propelled by new technologies, may present the risk of rapid change and product obsolescence, and their successes may be difficult to predict for the long term. Some technology companies may be newly formed and have limited operating history and experience. Technology companies may also be adversely affected by changes in governmental policies, competitive pressures and changing demand. The securities of these companies may also experience significant price movements caused by disproportionate investor optimism or pessimism, with little or no basis in the companies’ fundamentals or economic conditions.



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Baron WealthBuilder Fund

Performance

The following bar chart and table provide some indication of the risks of investing in the Fund (Retail Shares) by showing changes in the Fund’s performance from year to year and by showing how the Fund’s annual returns for 1 year, 5 years, and since inception compared with that of a broad measure of market performance. The Fund’s past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Updated performance information is available online at www.BaronFunds.com/performance or by calling 1‑800‑99BARON (1‑800‑992‑2766).

Total Return (%) for the year ended December 31 (Retail Shares)

Best Quarter:

6/30/20: 35.31%

Worst Quarter:

6/30/22: (22.29)%

Annual Total Return (for periods ended 12/31/23)

The following table shows the Fund’s Retail Shares’ annual returns and long-term performance (before and after taxes) and the change in value of broad-based market indexes over various periods ended December 31, 2023. This table shows how the Fund’s performance compares to that of the S&P 500 Index, a broad-based securities index that reflects the overall U.S. equity market, and the MSCI ACWI Index, a broad-based securities index that captures large and mid cap representation across 23 Developed Markets (DM) and 24 Emerging Markets (EM) countries, in which the Fund invests. The table also shows the annual return of the Fund’s Institutional Shares and TA Shares, but it does not show after‑tax returns.



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Baron WealthBuilder Fund

After‑tax returns are calculated using the highest individual federal marginal income tax rate in effect at the time of each distribution and assumed sale, but they do not include the impact of state and local taxes.

Your actual after‑tax returns depend on your own tax situation and may differ from those shown. After‑tax returns reflect past tax effects and are not predictive of future tax effects. After‑tax returns are not relevant to investors who hold their Fund’s shares in a tax‑deferred account (including a 401(k) or IRA or Coverdell account), or to investors that are tax‑exempt.

Average Annual Total Returns for the periods ended December 31, 2023


	1 year		5 years		10 years		Since Inception
BARON WEALTHBUILDER FUND
Retail Shares (Inception date: 12-29-2017)
Return before taxes		25.36%		16.78%		N/A		12.52%
Return after taxes on distributions		25.36%		15.99%		N/A		11.87%
Return after taxes on distributions and sale of Fund shares		15.01%		13.51%		N/A		10.04%
Institutional Shares (Inception date: 12-29-2017)
Return before taxes		25.73%		17.06%		N/A		12.78%
TA Shares (Inception date: 12-29-2017)
Return before taxes		25.66%		17.05%		N/A		12.77%
S&P 500 Index (reflects no deduction for fees, expenses or taxes)		26.29%		15.69%		N/A		12.07%
MSCI ACWI Index (reflects no deduction for fees, expenses or taxes)		22.20%		11.72%		N/A		7.88%

Management

Investment Adviser. BAMCO is the investment adviser of the Fund.

Portfolio Manager. Ronald Baron has been the portfolio manager of the Fund since its inception on December 29, 2017. Michael Baron has been the co‑manager of the Fund since December 8, 2020. Mr. Ronald Baron founded the Adviser in 1987. Mr. Michael Baron joined the Adviser as a research analyst in September of 2004.



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Baron WealthBuilder Fund

Purchase and Sale of Fund Shares

Shares may be purchased only on days that the New York Stock Exchange is open for trading.



	Minimum Initial Investment	Minimum Subsequent Investment	Maximum Subsequent Investment
Institutional Shares	$1,000,000 (Employees of the Adviser and its affiliates and Trustees of the Baron Funds^® and employer sponsored retirement plans (qualified and nonqualified) are not subject to the eligibility requirements for Institutional Shares.)	No Minimum	No Maximum

Baron Funds^® website purchases	You may not make an initial purchase through the Baron Funds^® website.	$10	$7,000 for retirement accounts ($8,000 for individuals 50 or older) and $250,000 for non-retirement accounts.

TA Shares*	$2,000	No Minimum	No Maximum

Baron Automatic Investment Plan	$500 (with subsequent minimum investments of $50 per month until your investment has reached $2,000.)	No Minimum	No Maximum

Baron Funds^® website purchases	$2,000	$10	$7,000 for retirement accounts ($8,000 for individuals 50 or older) and $250,000 for non-retirement accounts.

TA Shares are available only to investors who purchase shares of the Fund directly through the Fund’s transfer agent.



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Baron WealthBuilder Fund

You Can Purchase or Redeem Shares By:

Mailing a request to Baron Funds^®, P.O. Box 219946, Kansas City, MO 64121-9946 or by overnight mail to: Baron Funds^®, 430 West 7th Street, Kansas City, MO 64105-1514;

Wire (Purchase Only);

Calling 1-800-442-3814;

Visiting the Baron Funds^® website www.BaronFunds.com; or

Through a broker, dealer or other financial intermediary that may charge you a fee.

The Fund is not for short-term traders who intend to purchase and then sell their Fund shares within a 90 day period. If the Adviser reasonably believes that a person is not a long-term investor, it will attempt to prohibit that person from making additional investments in the Fund.

Tax Information

Distributions of the Fund’s net investment income (other than “qualified dividend income”) and distributions of net short-term capital gains will be taxable to you as ordinary income. Distributions of the Fund’s net long-term capital gains reported as capital gain dividends by the Fund will be taxable to you as long-term capital gains, regardless of the length of time you have held shares of the Fund. If you are investing through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account, you may be subject to federal income tax on withdrawals from tax-deferred arrangement at a later date.

Financial Intermediary Compensation

If you purchase Retail Shares or Institutional Shares of the Fund through a broker, dealer or other financial intermediary (such as a bank or financial adviser), the Fund, Baron Capital, Inc., the Fund’s distributor, BAMCO or their affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker, dealer or other financial intermediary, including your salesperson, to recommend the Fund over another investment. Ask your salesperson or visit your financial intermediary’s website for more information.



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Information about the Fund		Baron Funds^®

This Prospectus is for Baron WealthBuilder Fund (the “Fund”), a series of Baron Select Funds. Baron Select Funds currently has twelve series, Baron Partners Fund, Baron Focused Growth Fund, Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund, Baron Global Advantage Fund, Baron Real Estate Income Fund, Baron WealthBuilder Fund, Baron Health Care Fund, Baron FinTech Fund, Baron New Asia Fund and Baron Technology Fund. If you are interested in Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund or Baron Durable Advantage Fund, which are series of Baron Investment Funds Trust, please visit www.BaronFunds.com or contact us at 1‑800‑99BARON. The series of Baron Investment Funds Trust and Baron Select Funds may be collectively referred to as the “Underlying Funds”.

Investment Goal

Baron WealthBuilder Fund

Capital appreciation.

Additional Investment Strategies

As the Fund makes investments exclusively in the Underlying Funds, the Fund expects its portfolio to be subject to the additional principal investment strategies described below.

Baron Asset Fund, Baron Growth Fund and Baron Small Cap Fund may invest up to 10% of their respective total assets directly in the securities of non-U.S. issuers that are not publicly traded in the U.S. and in Global Depository Receipts and European Depository Receipts. Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund, Baron Durable Advantage Fund, Baron Partners Fund and Baron Focused Growth Fund may invest up to 25% of their respective total assets, and Baron Real Estate Fund, Baron Real Estate Income Fund, Baron Health Care Fund, Baron FinTech Fund and Baron Technology Fund may invest up to 35% of its total assets, directly in the securities of non-U.S. issuers that are not publicly traded in the U.S. and in Global Depository Receipts and European Depository Receipts.

These securities may have exposure to developed countries and developing countries, which include countries in the MSCI Emerging Markets (EM) Index, countries in the MSCI Frontier Markets (FM) Index and other countries determined by the Adviser to



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Information about the Fund		Baron Funds^®

be developing countries based on classifications made by the International Monetary Fund or on country characteristics similar to those of the countries in the EM and FM Indexes.

Baron International Growth Fund may invest up to 25% of its total assets directly in the securities of U.S. issuers. In addition, the Fund may invest without limitation in the securities of non-U.S. issuers in U.S. denominated form known as American Depository Receipts.

Baron Emerging Markets Fund may invest up to 20% of its net assets in developed countries, frontier countries as defined by the MSCI Frontier Markets (FM) Index and in the securities of non-U.S. issuers in developed and frontier countries in U.S. denominated form known as American Depository Receipts.

Baron Global Advantage Fund may invest without limitation directly in the securities of U.S. and non-U.S. companies in any form, including, in the case of U.S. companies, European Depository Receipts and Global Depository Receipts, and in the case of non-U.S. companies, American Depository Receipts. At all times, Baron Global Advantage Fund will have investments in the securities of companies in at least three countries outside of the U.S. Under normal conditions, at least 40% of the Fund’s net assets will be invested in stocks of companies outside the U.S. (at least 30% if foreign market conditions are not favorable).

Baron New Asia Fund may invest up to 20% of its total assets directly in the securities of U.S. issuers. In addition, the Fund may invest without limitation in the securities of non-U.S. issuers in U.S. denominated form known as American Depository Receipts, Global Depository Receipts and other types of depository receipts with respect to issuers located in Asia.

Except for Baron Asset Fund, the Underlying Funds may sell securities short. Short selling occurs when the Underlying Funds sell a security that the Underlying Funds do not own. In order to do so, the Underlying Funds must borrow a security to deliver it to the purchaser and later buy that security in the market and return it to the lender. The Underlying Funds may establish short positions in securities that the Adviser believes have limited growth prospects or are over-priced, or in securities of companies the Adviser believes are poorly managed or have highly leveraged balance sheets. The Underlying Funds may also establish a short position in a security to hedge exposure to a particular company or to hedge exposure to a certain industry or sector of the market. The Underlying Funds may also short market indices to hedge against broad movements in the market. Generally, when the Underlying Funds take a short position, the Adviser believes that the security’s price will fall. If it falls sufficiently, the Underlying Funds will make money. If it instead increases in price, the Underlying Funds will lose money. The Underlying Funds will not use more than 35% of their respective total assets in maintaining short positions. The Adviser, in its sole



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Information about the Fund		Baron Funds^®

discretion, may decide not to sell any securities short. The Adviser believes that the flexibility to execute a long and short strategy may reduce the short-term volatility inherent in the equity markets. However, the Adviser also believes short sales can be significantly more risky than long investments and, as a result, expects to employ this tactic relatively infrequently.

Except for Baron Asset Fund, which may invest up to 10% of its net assets, the Underlying Funds may invest up to 15% of their respective net assets in illiquid securities at the time of purchase. An illiquid security is one that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the security. Such investments may include private equity securities, private investments in public equity (“PIPE”) securities and other restricted securities.

The Underlying Funds may invest in debt securities of all types and repurchase agreements for those securities. Debt securities include corporate bonds, government securities, repurchase agreements, loans and loan participations, mortgage-backed securities and other securities that the Underlying Funds believe have debt-like characteristics, including hybrids and synthetic securities. Debt securities are used by issuers to borrow money. The issuer usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the security. Some debt securities, such as zero coupon bonds, do not pay current interest but are sold at a discount from their face values. The Underlying Funds may invest in debt securities that have a rating of, or equivalent to, at least “BBB” by S&P Global Ratings or “Baa” by Moody’s Investors Services, Inc., or if unrated, are judged by the Adviser to be of comparable quality. Except for Baron Small Cap Fund, which may invest up to 20% of its total assets, the Underlying Funds may invest up to 35% of their total assets in such securities. Some debt securities purchased by the Underlying Funds may have very long maturities. The length of time remaining until maturity is one factor that the Adviser considers in purchasing a particular debt security.

The Fund and the Underlying Funds may, from time to time, take temporary defensive positions that are inconsistent with their principal investment strategies in attempting to respond to adverse market, economic, political, or other conditions. In such circumstances, the Adviser may invest all or a portion of the Fund’s and the Underlying Funds’ assets in cash or cash equivalents, such as money market instruments, which include U.S. Government securities, certificates of deposit, short-term investment grade corporate bonds and other short term debt instruments, and repurchase agreements. Taking such a temporary defensive position may cause the Fund and the Underlying Funds not to achieve their investment goals.



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Information about the Fund		Baron Funds^®

Baron Asset Fund may borrow up to 5% of its net assets for extraordinary or emergency temporary investment purposes or to meet redemption requests that might otherwise require an untimely sale of portfolio securities. Baron Growth Fund, Baron Small Cap Fund and Baron Opportunity Fund may borrow up to 30% of the value of their respective total assets, including the amount borrowed, as of the time the borrowing is made, subject to exceptions for borrowing of up to 5% for short‑term purposes.

Baron Fifth Avenue Growth Fund, Baron Discovery Fund, Baron Durable Advantage Fund, Baron Focused Growth Fund, Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund, Baron Global Advantage Fund, Baron Real Estate Income Fund, Baron Health Care Fund, Baron FinTech Fund, Baron New Asia Fund and Baron Technology Fund may borrow from a bank up to 33% of the value of their respective total assets, including the amount borrowed, as of the time the borrowing is made, subject to exceptions for borrowings of up to 5% for short‑term purposes. Baron Partners Fund may borrow money from banks to take advantage of opportunities to invest (leverage) in an amount up to one-third of its total assets, which include assets purchased with borrowed money.

Companies in which the Underlying Funds invest may be subject to corporate actions, including mergers and acquisitions. The Adviser may, in its discretion, choose to receive shares of the combined entity where it concludes that it is in the best interest of the Underlying Funds’ shareholders to do so. Such a decision may result in the Underlying Funds owning shares of an issuer outside of the Underlying Funds’ market cap range.

The Underlying Funds may enter into swap transactions.

The Underlying Funds have additional investment strategies and restrictions that govern their activities. For a list of these restrictions and more information about the investment strategies, please see the “Investment Strategies and Risks” section beginning on page 3 of the Statement of Additional Information (“SAI”). Those strategies and restrictions that are identified as “fundamental” may only be changed with shareholder approval, while the others may be changed by the Board of Trustees (the “Board”) without shareholder approval upon at least 60 days’ notice.

Investment Criteria and Process

In making investment decisions for the Underlying Funds, the Adviser seeks to invest in businesses that it believes have:

significant opportunities for growth;

sustainable competitive advantages;



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Information about the Fund		Baron Funds^®

exceptional management; and

an attractive valuation.

The Adviser’s research process includes examining companies from many perspectives through numerous interviews with company managements and site visits. The Adviser also interviews a company’s employees, as well as its customers, suppliers, and competitors to determine whether the information gained from these parties is consistent with senior management’s objectives and the Adviser’s independent findings. Through these and other inquiries, the Adviser becomes an expert in the industries in which it invests and acquires a thorough understanding of the prospects of its investments in their competitive landscape. The Adviser also studies industry data, statistics and trends. The Adviser invests without regard for market trends.

The Underlying Funds purchase stocks that the Adviser believes are attractively priced relative to the Adviser’s projections of intrinsic value. The most critical component of the Adviser’s investment decisions is the quality of a company, as measured by its growth prospects, management, business model, competitive position, capital structure and valuation.

In building its portfolios, the Adviser does not use a market benchmark, nor does it aim to underweight or overweight any sectors or industries. The Adviser seeks to invest in businesses before their long-term growth prospects are appreciated by other investors. The Underlying Funds may make significant investments in companies in which the Adviser has great conviction. Of course, there can be no guarantee that the Underlying Funds will be successful at achieving their investment goals.

The Adviser believes that its analysis of environmental, social, and governance (“ESG”) factors may benefit its research and investment process. Among the resources the Adviser uses to generate ESG information that may be integrated into its analysis are: proprietary company and industry-specific ESG research; third-party ESG ratings and research; portfolio reviews of ESG-related data; and ESG-specific engagements with investee companies. The Adviser also has established publicly available ESG policies that incorporate ESG considerations, including, an “ESG Policy,” “Exclusion Policy,” “Statement on Climate Change,” and “Proxy Voting Policies and Procedures.” The Adviser believes that, in addition to helping to identify and mitigate investment risk, ESG analysis also may help to frame or illuminate potential opportunities within investee companies for, among other benefits, revenue enhancement, cost reduction, margin improvement, and improved returns on capital. Depending on the company, ESG considerations may be an important part of the Adviser’s investment analysis, and factoring the impact of these risks and opportunities into its valuation could sway its investment decisions. Because the Funds are not ESG-focused funds, these considerations may not be conclusive or employed in the analysis of all companies, and securities of companies may be purchased and/or retained by the Funds for reasons other than ESG factors.



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The Underlying Funds have a long-term outlook and often invest in businesses for several years. The Underlying Funds hope for significant business growth and stock price appreciation over that time period. As long-term investors in businesses, the Fund is designed for long-term shareholders. The Fund is not designed, or intended to be suitable, for investors who intend to purchase and then sell their Fund shares within a 90 day period (please see the “Policies Regarding Frequent Purchases and Redemptions of Fund Shares” section on pages 42-44 of this Prospectus).

Additional Investment Risks

The risks of the Fund directly correspond to the risks of the Underlying Funds. Those additional principal investment risks may include:



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adversely impact issuers and markets worldwide. The active and expanding conflict in the Middle East between Israel and Hamas presents considerable market risks. The coronavirus disease 2019 (COVID-19) global pandemic and the aggressive responses taken by many governments or voluntarily imposed by private parties, including closing borders, restricting travel and imposing prolonged quarantines or similar restrictions, as well as the closure of, or operational changes to, many retail and other businesses, have had negative impacts, and in many cases severe negative impacts, on markets worldwide. It is not known how long such impacts, or any future impacts of other significant events described above, will or would last, but there could be a prolonged period of global economic slowdown, which may impact your Fund investment. Raising the ceiling on U.S. government debt has become increasingly politicized. Any failure to increase the total amount that the U.S. government is authorized to borrow could lead to a default on U.S. government obligations, with unpredictable consequences for economies and markets in the U.S. and elsewhere.

Risks of Investing in the Underlying Funds. Each of the Underlying Funds has its own investment risks, and those risks can affect the value of the Fund’s investments and therefore the value of its shares. To the extent that the Fund invests more of its assets in one Underlying Fund than in another, it will have greater exposure to the risks of that Underlying Fund.

Credit and Interest Rate. The market value of debt securities is affected by changes in prevailing interest rates and the perceived credit quality of the issuer. When prevailing interest rates fall or perceived credit quality improves, the market value of the affected debt securities generally rises. Conversely, when interest rates rise or perceived credit quality weakens, the market value of the affected debt securities generally declines. The U.S. Federal Reserve has raised interest rates from historically low levels. It may continue to raise interest rates. In addition, changes in monetary policy may exacerbate the risks associated with changing interest rates. Any additional interest rate increases in the future could cause the value of the Fund’s holdings to decrease. The magnitude of these fluctuations will be greater when the maturity of the debt securities is longer.

Currency. This refers to a decline in the value of a foreign currency versus the U.S. dollar, which reduces the dollar value of securities denominated in that currency. The overall impact on the Underlying Funds’ holdings can be significant, unpredictable, and long-lasting, depending on the currencies represented in the portfolio and how each one appreciates or depreciates in relation to the U.S. dollar and whether currency positions are hedged. Under normal conditions, the Underlying Funds do not engage in extensive



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foreign currency hedging programs. Further, exchange rate movements are volatile, the Underlying Funds’ attempts at hedging could be unsuccessful, and it may not be possible to effectively hedge the currency risks of many developing countries.

Cybersecurity. The use of the Internet and other electronic media and technology exposes the Fund and the Underlying Funds, and their service providers, and their respective operations, to potential risks from cybersecurity attacks or incidents (collectively, “cyber incidents”). Cyber incidents may include, for example, unauthorized access to systems, networks or devices (such as, for example, through “hacking” activity), infection from computer viruses or other malicious software code, and attacks which shut down, disable, slow or otherwise disrupt operations, business processes or website access or functionality. In addition to intentional cyber incidents, unintentional cyber incidents can occur, such as, for example, the inadvertent release of confidential information. Any cyber incident could adversely impact the Fund and the Underlying Funds and their shareholders and cause the Fund and the Underlying Funds to incur financial loss and expense, as well as face exposure to regulatory penalties, reputational damage, and additional compliance costs associated with corrective measures. A cyber incident may cause the Fund and the Underlying Funds, or their service providers, to lose proprietary information, suffer data corruption, lose operational capacity (such as, for example, the loss of the ability to process transactions, calculate the Fund’s and the Underlying Funds’ net asset value per share (“NAV”), or allow shareholders to transact business), and/or fail to comply with applicable privacy and other laws. Among other potentially harmful effects, cyber incidents also may result in theft, unauthorized monitoring and failures in the physical infrastructure or operating systems that support the Fund and the Underlying Funds and their service providers. In addition, cyber incidents affecting issuers in which the Fund and the Underlying Funds invest could cause their Funds’ investments to lose value. The Adviser has established risk management systems reasonably designed to seek to reduce the risks associated with cyber incidents. However, there is no guarantee that the efforts of the Adviser or its affiliates, or other service providers, will succeed, either entirely or partially. The nature of malicious cyber attacks is becoming increasingly sophisticated and the Fund and the Underlying Funds and the Adviser, and its relevant affiliates, cannot control the cyber systems and cybersecurity systems of issuers or third party service providers.



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to all of the risks of non-U.S. investing generally, and have additional heightened risks due to a lack of established legal, political, business and social frameworks to support securities markets, including: delays in settling portfolio securities transactions; currency and capital controls; greater sensitivity to interest rate changes; pervasiveness of corruption and crime; currency exchange rate volatility; and inflation, deflation or currency devaluation. These risks are greater for countries in the FM Index.

Illiquid Securities. Illiquid securities, which include securities that are not publicly traded such as private equity securities, PIPE securities and other restricted securities, may be difficult to sell or may be subject to agreements that prohibit or limit their sale or other disposition. This investment approach requires a long-term outlook and may involve more risk. Except for Baron Asset Fund, which may invest up to 10% of its net assets, the Underlying Funds may invest up to 15% of their respective net assets in illiquid securities at the time of purchase. Subsequently, if as a result of changes in the portfolio, illiquid securities exceed 10% or 15% of net assets (as applicable), an Underlying Fund may not acquire any additional illiquid securities and the Adviser will take such steps as it considers appropriate to reduce the percentage within a reasonable period of time. An illiquid security is one that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the security.

Industrials Sector. The Fund’s investments are exposed to issuers conducting business in the Industrials Sector. The Industrials Sector includes manufacturers and distributors of capital goods such as aerospace and defense, building projects, electrical equipment and machinery and companies that offer construction and engineering services. It also includes providers of commercial and professional services including printing, environmental and facilities services, office services and supplies, security and alarm services, human resource and employment services, research and consulting services. It also includes companies that provide transportation services. The Fund is subject to the risk that the securities of such issuers will underperform the market as a whole due to legislative or regulatory changes, adverse market conditions and/or increased competition affecting the Industrials Sector. The prices of the securities of companies operating in the Industrials Sector may fluctuate due to the level and volatility of commodity prices, the exchange value of the dollar, import controls, worldwide competition, liability for environmental damage, depletion of resources, and mandated expenditures for safety and pollution control devices.

Industry Concentration. Market conditions, interest rates, and economic, regulatory, or financial developments could significantly affect a single industry, and the securities of companies in that industry could react similarly to these or other



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developments. In addition, from time to time, a small number of companies may represent a large portion of a single industry, and these companies can be sensitive to adverse economic, regulatory or financial developments.

Initial Public Offerings. The prices of securities purchased in initial public offerings (“IPOs”) can be very volatile and/or decline shortly after the IPO. Securities issued in IPOs have no trading history, and information about the issuing companies may be available for only very limited periods. The effect of IPOs on an Underlying Fund’s performance depends on a variety of factors, including the number of IPOs the Underlying Fund invests in relative to the size of the Underlying Fund and whether and to what extent a security purchased in an IPO appreciates or depreciates in value. If an Underlying Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings, there is no guarantee that these results can be repeated or that an Underlying Fund’s level of participation in IPOs and secondary offerings will be the same in the future.

Interest Rate. Certain Underlying Funds are subject to greater interest rate risk when compared to other Underlying stocks Funds due to the chance that periods of rising interest rates may cause REIT stock prices to decline and the overall cost of borrowing to increase.

Large Positions. The Underlying Funds may establish relatively large positions in companies in which the Adviser has great conviction. Movement in the prices of securities in which the Underlying Funds hold large positions could have a significant impact on the Underlying Funds’ NAVs. These large positions may represent a significant part of a company’s outstanding stock, and sales by the Underlying Funds or an Underlying Fund could adversely affect stock prices. An Underlying Fund’s returns may be more volatile than those of a fund that does not establish large positions.

Long-Term Outlook and Projections. The Underlying Funds are designed for long-term investors who are willing to hold investments for a substantial period of time. The cash flows and valuations that the Adviser projects for a company may not be achieved, which could negatively affect the impact of that stock in the Underlying Funds’ portfolios.

Non-Diversification and Focus. Funds that are less diversified across geographic regions, countries, industries, or individual companies are generally riskier than more diversified funds. If an Underlying Fund has invested a higher percentage of its total assets in a particular region, sector or industry, changes affecting that region, sector or industry may have a significant impact on the performance of that Underlying Fund’s overall portfolio.



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Non-Diversified Portfolio. Certain Underlying Funds are non-diversified, which means they may have a greater percentage of their assets in a single issuer than a diversified fund. Because of this, an Underlying non-diversified Fund may invest a greater percentage of its assets in fewer issuers, and the performance of those issuers may have a greater effect on the performance of an Underlying non-diversified Fund compared to an Underlying diversified Fund. Thus, an Underlying non-diversified Fund is more likely to experience significant fluctuations in value, exposing it to a greater risk of loss in any given period than an Underlying diversified Fund.

Non-U.S. Securities. Investments in non-U.S. securities may involve additional risks to those inherent in investments in U.S. securities, including exchange rate fluctuations, political or economic instability, the imposition of exchange controls, expropriation, limited disclosure and illiquid markets. Risks can result from varying stages of economic and political development, differing regulatory environments, trading days, and accounting standards, uncertain tax laws, and higher transaction costs of non-U.S. markets. Investments outside the United States could be subject to governmental actions such as capital or currency controls, nationalization of a company or industry, expropriation of assets, or imposition of high taxes. Trading by the Underlying Funds may take place in various foreign markets on certain days when the Underlying Funds are not open for business and do not calculate NAVs. As a result, NAVs may be significantly affected on days when shareholders cannot make transactions.

Prepayment. Many types of debt securities are subject to prepayment risk. Prepayment risk occurs when the issuer of a security can repay principal prior to the security’s maturity. Securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. In addition, the potential impact of prepayment features on the price of a debt security can be difficult to predict and result in greater volatility.

Real Estate Industry. In addition to general market conditions, the value of the Underlying Funds will be affected by the strength of the real estate markets. Factors that could affect the value of the Underlying Funds’ holdings include the following: overbuilding and increased competition; increases in property taxes and operating expenses; declines in the value of real estate; lack of availability of equity and debt financing to refinance maturing debt; vacancies due to economic conditions and tenant bankruptcies; losses due to costs resulting from natural disasters and/or environmental contamination and its related clean-up; changes in interest rates; changes in zoning laws; casualty or condemnation losses; variations in rental income; changes in neighborhood values; and functional obsolescence and appeal of properties to tenants.

REIT. REITs generally are dependent upon management skills and may not be diversified. REITs are also subject to heavy cash flow dependency, defaults by



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borrowers and self-liquidation. In addition, REITs could possibly fail to qualify for favorable tax treatment under applicable tax law. Various factors may also adversely affect a borrower’s or a lessee’s ability to meet its obligations to the REIT. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments.

Risks of Emphasizing a Region, Country, Sector or Industry. If an Underlying Fund has invested a higher percentage of its total assets in a particular region, country, sector or industry, changes affecting that region, country, sector or industry may have a significant impact on the performance of the Underlying Fund’s overall portfolio. The economies and financial markets of certain regions — such as Latin America, Asia, and Europe and the Mediterranean region — can be interdependent and may all decline at the same time.

Short Sales. If the price of the stock sold short increases after the sale, the Underlying Funds will lose money because they will have to pay a higher price to repurchase the borrowed stock when they close their short position. The Underlying Funds may not be able to close out a short position at an acceptable price or time and the loss of value on a short sale is theoretically unlimited. The Underlying Funds have to borrow the securities to enter into the short sale. If the lender demands the securities be returned, the Fund must deliver them promptly, either by borrowing from another lender or buying the securities. If this occurs at the same time other short-sellers are trying to borrow or buy the securities, a “short squeeze” could occur, causing the stock price to rise and making it more likely that the Underlying Funds will have to cover their short positions at an unfavorable price. This could happen regardless of whether or not the prospects for a business are favorable or unfavorable.

Specific Securities. Earnings, cash flows and valuations projected by the Adviser for a long position may not be achieved, which could negatively affect the impact of that stock in an Underlying Fund’s portfolio. With respect to a short position held by an



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Underlying Fund, the company or the securities markets may have favorable developments or news that positively affect the stock market price of that company, which in turn, could result in a loss for the Fund.

Swaps. The Underlying Funds may enter into equity swap transactions. Equity swap transactions are entered into with financial intermediaries through a direct agreement with the counterparty, generally an ISDA Master Agreement, the specific terms of which are negotiated by the parties. The Underlying Funds may use equity swaps, or other derivative instruments, for hedging purposes against potential adverse movements in security prices or for non-hedging purposes such as seeking to enhance return. The Underlying Funds may be required to post collateral for such transactions. There is no central clearing or, unless the parties provide for it, guaranty function in an over-the-counter option or derivative, including certain swaps. As a result, if the counterparty fails to make or take delivery of the security or other instrument, or fails to make a cash settlement payment due in accordance with the option, the Underlying Funds will lose any premium they paid for the option as well as any anticipated benefit of the transaction.

Taxes. The Fund and each of the Underlying Funds have elected to be treated, and intends to qualify each year, as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”). To qualify for the special U.S. federal income tax treatment afforded to regulated investment companies, each Fund must meet certain source-of-income, asset diversification and annual distribution requirements, as discussed in the “U.S. Federal Income Taxation” section on pages 46‑48 of this Prospectus. If for any taxable year a Fund fails to qualify for the special U.S. federal income tax treatment afforded to regulated investment companies, all of the Fund’s taxable income will be subject to federal income tax at regular corporate rates (without any deduction for distributions to the Fund’s shareholders) and the Fund’s income available for distribution will be reduced. (Please see the “U.S. Federal Income Taxation” section on pages 46‑48 of this Prospectus, and the “Taxation of the Fund” section on pages 35-40 in the SAI.)



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In addition to the risks above, the Fund is subject to the following risks based on its investment in the Underlying Funds:

Fund-of-Funds. Although BAMCO serves as the investment adviser of the Underlying Funds in which the Fund invests, an Underlying Fund may change its investment policy without the Fund’s approval, which could force the Fund to reduce or eliminate its allocation to the Underlying Fund at an unfavorable time. In addition, if one Underlying Fund buys the same securities that another Underlying Fund sells, the Fund would indirectly bear the costs of these transactions without accomplishing any investment purpose.

Health Care Sector. Investments in health care companies are subject to a number of risks, including the adverse impact of legislative actions and government regulations. These actions and regulations can affect the approval process for patents, medical devices and drugs, the funding of research and medical care programs, and the operation and licensing of facilities and personnel. Biotechnology and related companies are affected by patent considerations, intense competition, rapid technology change and obsolescence, and regulatory requirements of various federal and state agencies. In addition, some of these companies are relatively small and have thinly traded securities, may not yet offer products or may offer a single product, and may have persistent losses during a new product’s transition from development to production, or erratic revenue patterns. The stock prices of these companies are very volatile, particularly when their products are up for regulatory approval and/or under regulatory scrutiny.

Failure of Financial Service Providers. The failure of a bank, lender, broker, custodian or other financial service provider (each, a “Financial Service Provider”), with which the Fund or its portfolio companies have a commercial relationship could adversely affect, among other things, the Fund’s and its portfolio companies’ ability to access deposits, establish new lines of credit or utilize existing lines of credit (or the costs and terms associated with such lines of credit), consummate transactions and meet obligations, which in turn could have a material adverse impact on the Fund and its portfolio companies. These and any related events could negatively impact the value and liquidity of the Fund’s investments, even beyond any direct exposure that the Fund may have to a Financial Service Provider issuer or issuers directly affected by the failure of a Financial Service Provider. While the Fund will seek to utilize Financial Service Providers that it believes are creditworthy and capable of fulfilling their obligations to the Fund, the failure of a Financial Service Provider may be caused by a variety of factors that are outside of the Fund’s control, including negative market sentiment, a rapidly changing interest rate environment, a “run” on withdrawals, fraud, increase in defaulted loans, poor performance or accounting irregularities.



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Assets held by regulated Financial Service Providers in the U.S. are frequently insured up to stated amounts by organizations such as the Federal Deposit Insurance Corporation, in the case of banks, or the Securities Investor Protection Corporation, in the case of certain broker-dealers. Although governmental intervention resulted in additional protections for depositors in connection with the failures of Silicon Valley Bank and Signature Bank in March 2023, concerns about the overall financial health and stability of the U.S. banking sector remains high, with many bank stocks trading at significantly lower prices than they did before the crisis began. Further governmental intervention may be required to stabilize the U.S. banking sector in the future if additional U.S. banks, particularly larger banks, appear to be at a risk of failure; however, there is no guarantee that there will be such governmental intervention in the future or that such governmental intervention will avoid the risk of loss of, or delays in accessing, uninsured amounts. It is also possible that further government intervention could result in other unforeseen adverse impacts on the economy over the short or long term. At this time, it is not clear if there will be additional bank failures.

Neither the Fund nor its portfolio companies expect to limit deposit or other accounts at any particular Financial Service Provider to the minimum insured amounts. As a result, the Fund and its portfolio companies are subject to losses in respect of uninsured accounts in the event of Financial Service Provider failures. The Fund’s and its portfolio companies’ ability to spread its banking and other financial relationships among multiple Financial Service Providers may be limited by certain contractual arrangements, including requirements of credit facilities (e.g., “subscription” lines) and other business, operational and administrative considerations.

Financials Sector. The financials industries are subject to extensive government regulation, can be subject to relatively rapid change due to increasingly blurred distinctions between service segments, and can be significantly affected by availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults, and price competition. Uncertainty in the banking and financial systems can result in significant and widespread deterioration in market and economic conditions by disrupting access to capital and other financial services, which could adversely affect the performance of the Fund.

FinTech Companies. FinTech Companies may be adversely impacted by government regulations, economic conditions and deterioration in credit markets. These companies may have significant exposure to consumers and businesses (especially small businesses) in the form of loans and other financial products or services. FinTech Companies typically face intense competition and potentially rapid product obsolescence. In addition, many FinTech Companies store sensitive consumer information and could be the target of cybersecurity attacks and other types of theft,



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which could have a negative impact on these companies. Many FinTech Companies currently operate under less regulatory scrutiny than traditional financial services companies and banks, but there is significant risk that regulatory oversight could increase in the future. Higher levels of regulation could increase costs and adversely impact the current business models of some FinTech Companies. These companies could be negatively impacted by disruptions in service caused by hardware or software failure, or by interruptions or delays in service by third-party data center hosting facilities and maintenance providers. FinTech Companies involved in alternative currencies may face slow adoption rates and be subject to higher levels of regulatory scrutiny in the future, which could severely impact the viability of these companies. FinTech Companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. The customers and/or suppliers of FinTech Companies may be concentrated in a particular country, region or industry. Any adverse event affecting one of these countries, regions or industries could have a negative impact on FinTech Companies. Companies across a wide variety of industries are exploring the possible applications of fintech technologies. The extent of such technologies versatility has not yet been fully explored. Consequently, the Fund’s holdings may include equity securities of operating companies that focus on or have exposure to a wide variety of industries and the economic fortunes of certain companies held by the Fund may not be significantly tied to such fintech technologies. Such technologies ultimately may not have a material affect on the economic returns of the companies in which the Fund invests.

Information Technology Sector. Companies in the information technology sector are subject to rapid changes in technology product cycles; rapid product obsolescence; government regulation; and increased competition, both domestically and internationally, including competition from foreign competitors with lower production costs. Information technology companies and companies that rely heavily on technology tend to be more volatile than the overall market and also are heavily dependent on patent and intellectual property rights. In addition, information technology companies may have limited product lines, markets, financial resources or personnel.

IT Services Industry. The IT services industry can be significantly affected by competitive pressures, such as technological developments, fixed-rate pricing, and the ability to attract and retain skilled employees, and the success of companies in the industry is subject to continued demand for IT services.

Depository Receipts Risk. Although depository receipts have risks similar to the securities that they represent, they may also involve higher expenses and may trade at a discount (or premium) to the underlying security. In addition, depository receipts may not pass through voting and other shareholder rights, and may be less liquid than the underlying securities listed on an exchange.



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Frontier Countries. The Underlying Funds’ investments in frontier countries, which include countries in the MSCI Frontier Markets (FM) Index, are subject to all of the risks of non-U.S. investing generally and the risks of investing in developing countries, except that such risks are greater in frontier countries.

Risks Associated with China and Hong Kong. The Chinese government exercises significant control over China’s economy through its industrial policies, monetary policy, management of currency exchange rates, and management of the payment of foreign currency-denominated obligations. Changes in these policies could adversely impact affected industries or companies in China. China’s economy, particularly its export-oriented industries, may be adversely impacted by trade or political disputes with China’s major trading partners, including the U.S. The United States has imposed tariffs and other trade barriers on Chinese exports, has restricted sales of certain categories of goods to China, and has established barriers to investments in China. Trade disputes may adversely affect the economies of the United States and its trading partners, as well as companies directly or indirectly affected and financial markets generally. The United States government has prohibited U.S. persons from investing in Chinese companies designated as related to the Chinese military. These and possible future restrictions could limit the Underlying Funds’ opportunities for investment and require the sale of securities at a loss or make them Illiquid. Moreover, the Chinese government is involved in a longstanding dispute with Taiwan that has included threats of invasion. If the political climate between the United States and China does not improve or continues to deteriorate, if China were to attempt unification of Taiwan by force, or if other geopolitical conflicts develop or get worse, economies, markets and individual securities may be severely affected both regionally and globally, and the value of the Fund’s assets may go down. In addition, as its consumer class continues to grow, China’s domestically oriented industries may be especially sensitive to changes in government policy and investment cycles. If China were to exert its authority so as to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected and have an adverse effect on the Fund’s investments.

Risks Associated with Investing in Chinese Companies through Variable Interest Entities. The Underlying Funds may obtain exposure to companies based or operated in China by investing through legal structures known as variable interest entities (“VIEs”). Instead of directly owning the equity securities of a Chinese company, a VIE enters into service and other contracts with the Chinese company. Although the VIE has no equity ownership of the Chinese company, the contractual arrangements permit the VIE to consolidate the Chinese company into its financial statements. VIE investments are subject to the risk that any breach of these contractual arrangements will be subject to Chinese law and jurisdiction, that Chinese



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law may be interpreted or change in a way that affects the enforceability of the VIE’s arrangements, or that contracts between the Chinese company and the VIE may otherwise not be enforceable under Chinese law. Thus, the remedies and rights of investors such as the Underlying Funds may be limited in such circumstances. If these risks materialize, the value of investments in VIEs could be adversely affected and the Underlying Funds could incur significant losses with no recourse available.

Risks of Investing through Stock Connect. The Underlying Funds may invest in A-shares listed and traded through Stock Connect, or on such other stock exchanges in China which participate in Stock Connect from time to time or in the future. Trading through Stock Connect is subject to a number of restrictions that may affect the Underlying Funds’ investments and returns. Moreover, Stock Connect A shares generally may not be sold, purchased or otherwise transferred other than through Stock Connect in accordance with applicable rules. The Stock Connect program is a relatively new program and may be subject to further interpretation and guidance. There can be no assurance as to the program’s continued existence or whether future developments regarding the program may restrict or adversely affect the Underlying Funds’ investments or returns.

Risks Associated with India. Government actions, bureaucratic obstacles and inconsistent economic reform within the Indian government have had a significant effect on the Indian economy and could adversely affect market conditions, economic growth and the profitability of private enterprises in India. Global factors and foreign actions may inhibit the flow of foreign capital on which India is dependent to sustain its growth. Large portions of many Indian companies remain in the hands of their founders (including members of their families). Corporate governance standards of family-controlled companies may be weaker and less transparent, which increases the potential for loss and unequal treatment of investors. Religious, cultural and military disputes persist in India and between India and Pakistan (as well as sectarian groups within each country).

Volatility Risk: The smaller size and lower levels of liquidity in emerging markets, as well as other factors, may result in changes in the prices of Asian securities that are more volatile than those of companies in more developed regions. This volatility can cause the price of the Fund’s shares to go up or down dramatically. Because of this volatility, this Fund is better suited for long-term investors (typically five years or longer).

Share Classes



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the account type. TA Shares are available only to investors who purchase shares of the Fund directly through the Fund’s transfer agent. TA Shares do not charge a 12b-1 fee or make revenue sharing payments, to include payments for sub-transfer agency or record-keeping services. Investment minimums for TA Shares range from $500 to $2,000 depending on the account type. TA Shares are not currently available to financial intermediaries. Institutional Shares are for investments in the amount of $1,000,000 or more. Institutional Shares are intended for certain financial intermediaries that offer shares of the Fund through fee-based platforms, retirement platforms or other platforms for which the financial intermediary provides services and is not compensated by the Fund for those services. Shareholders meeting the eligibility requirements for the Institutional Shares may also purchase Institutional Shares directly without paying a sales charge or any other additional fees. Employees/Directors of the Adviser and its affiliates and Trustees of the Baron Funds^® and employer sponsored retirement plans (qualified and non-qualified) are not subject to the eligibility requirements for Institutional Shares. For more information, please see the “How to Purchase Shares” section on pages 34-36 of this Prospectus. The Fund reserves the right, without prior notice, to change the eligibility requirements of its share classes, including the types of investors who are eligible to purchase each share class.

Portfolio Holdings

A description of the Fund’s policies and procedures with respect to the disclosure of portfolio securities is available in the Fund’s SAI.

Management of the Fund

The Board oversees the management of the Fund. A list of the Trustees and the Fund’s officers may be found in the SAI. BAMCO is located at 767 Fifth Avenue, New York, NY 10153, and is responsible for portfolio management. BAMCO serves as investment adviser to other registered mutual funds, including Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund, Baron Durable Advantage Fund, Baron Partners Fund, Baron Focused Growth Fund, Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund, Baron Global Advantage Fund, Baron Real Estate Income Fund, Baron Health Care Fund, Baron FinTech Fund, Baron New Asia Fund and Baron Technology Fund. Baron Capital, Inc. (“BCI” or the “Distributor”), an SEC registered broker-dealer and a member of the Financial Industry Regulatory Authority (“FINRA”) serves as the distributor of the shares of the Fund. BAMCO and BCI, along with their affiliate, Baron Capital Management, Inc., are wholly owned subsidiaries of Baron Capital Group, Inc., a holding company (“BCG” or the “Firm”).

Ronald Baron is the Founder, Chief Executive Officer and Chairman of the Firm and, with his family, is the principal owner of BCG. Linda S. Martinson is the President and



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Chief Operating Officer of the Firm and Chairman of the Fund and has been with the Firm since 1983.

Mr. Ronald Baron has been the portfolio manager of the Baron WealthBuilder Fund since its inception on December 29, 2017. Mr. Michael Baron has been the co‑manager of Baron WealthBuilder Fund since December 8, 2020. Mr. Ronald Baron has been the portfolio manager of Baron Partners Fund and Baron Focused Growth Fund, each a series of Baron Select Funds, since their respective inceptions as limited partnerships on January 31, 1992 and May 31, 1996. Mr. Michael Baron has been the co‑manager of Baron Partners Fund, a series of Baron Select Funds, since August 28, 2018. In addition, Mr. Ronald Baron has managed two registered mutual funds, Baron Asset Fund since its inception on June 12, 1987 until January 23, 2008, and Baron Growth Fund since its inception on December 31, 1994 to the present. Mr. Ronald Baron has managed money for others since 1975. Mr. Ronald Baron is also a senior member of the Adviser’s research team. Mr. Michael Baron has worked at the Adviser as an analyst since September of 2004. From 2003 to 2004, Mr. Michael Baron worked at Glenhill Capital as a research analyst.

The portfolio managers named above may serve as portfolio managers or analysts for other products offered by affiliates that could conflict with their responsibilities to the Fund. The Fund’s SAI provides additional information about the portfolio managers’ compensation, other accounts managed by the portfolio managers and the portfolio managers’ ownership in shares of the Fund.

The Adviser will not be paid a management fee for performing investment management services for the Fund. However, the Adviser receives management fees for managing the Underlying Funds. See the Underlying Funds’ prospectuses or Statements of Additional Information for specific fees.

The Adviser is contractually obligated to reimburse certain expenses of the Fund so that its net annual operating expenses (exclusive of portfolio transaction costs, interest and dividend expense, acquired fund fees and expenses, fees and expenses related to filing foreign tax reclaims, and extraordinary expenses) are limited to 0.30% of average daily net assets of Retail Shares, 0.05% of average daily net assets of Institutional Shares and 0.05% of average daily net assets of TA Shares.

The Adviser will determine how the Fund’s assets are invested consistent with the investment objectives and policies of the Fund described in this Prospectus and procedures and guidelines established by the Board. The Board oversees the allocations and the basis upon which such allocations were made or maintained.

A discussion regarding the basis for the approval by the Board of the investment advisory contract for the Fund is available in the Fund’s Semi-Annual Financial Report to Shareholders for the six months ended June 30, 2023.



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How Your Shares are Priced

The Fund’s share price or NAV is calculated as of the scheduled close of the regular trading session (usually 4 p.m. E.T. or such other time as of which the Fund’s NAV is calculated (the “NAV Calculation Time”)) on the New York Stock Exchange (the “Exchange”) on any day the Exchange is scheduled to be open. Your purchase or sale will be priced at the next NAV calculated after your order is accepted by SS&C Global Investor & Distribution Solutions, Inc. (the “Transfer Agent”). The Fund may change the time at which orders are priced if the Exchange closes at a different time or an emergency exists. The Exchange is closed on weekends and most national holidays, including New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The NAV will not be calculated on days when the Exchange is closed for trading. Foreign securities held by the Underlying Funds may trade on days when the Fund does not calculate its NAV and thus may affect the Fund’s NAV on days when investors will not be able to purchase or sell (redeem) Fund shares. The Underlying Funds also calculate the NAV of each class of their shares as of the close of the Exchange, on each day that it is open for trading. The Fund’s investment in the Underlying Funds are based on the Underlying Funds’ NAVs on that day.

The Fund has agreements with certain financial intermediaries that authorize them to accept orders or designate third parties to accept orders on behalf of the Fund. If you place your order through these financial intermediaries, the order will be considered received when they accept the order. Those orders will be priced at the next NAV calculated after acceptance of the order by the financial intermediary or its agent.

Portfolio securities held by the Underlying Funds traded on any national exchange are valued based on their last sale price on the exchange where such shares are principally traded. For securities traded on NASDAQ, the Underlying Funds use the NASDAQ Official Closing Price. If there are no sales on a given day, the value of the security may be the average of the most recent bid and asked quotations on such exchange or the last sale price from a prior day. Where market quotations are not readily available, or, if in the Adviser’s judgment, they do not accurately reflect the fair value of a security held by the one of the Underlying Funds, or an event occurs after the market close but before the Underlying Funds are priced that materially affects the value of a security, the security will be valued by the Adviser, which serves as the Funds’ valuation designee under Rule 2a-5 under the Investment Company Act of 1940, as amended (the “1940 Act”). The Adviser has a Fair Valuation Committee (the “Committee”) comprised of senior management representatives. Factors the Committee may consider when valuing a security include whether a current price is stale, there is recent news, the security is thinly traded, transactions are infrequent or



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quotations are genuine. There can be no guarantee, however, that a fair valuation used by the Underlying Funds on any given day will more accurately reflect the market value of an investment than the closing price of such investment in its market.

U.S. Government obligations, money market instruments, and other debt instruments held by the Underlying Funds having 60 days or less remaining until maturity are valued at amortized cost. Debt instruments having a greater remaining maturity will be valued on the basis of prices obtained from an independent pricing service or at the mean of the bid and ask prices from a dealer maintaining an active market in that security. The value of the Underlying Funds’ investments in convertible bonds is determined primarily by obtaining valuations from independent pricing services based on readily available bid quotations or, if quotations are not available, by methods which include various considerations such as yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. Other inputs used by an independent pricing service to value convertible bonds generally include underlying stock data, conversion premiums, listed bond and preferred stock prices and other market information which may include benchmark curves, trade execution data, and sensitivity analysis, when available. Open-end investment companies, including securities lending collateral invested in registered investment company money market funds, are valued at their NAV each day.

Non-U.S. equity securities held by the Underlying Funds are valued on the basis of their most recent closing market prices and translated into U.S. dollars at the NAV Calculation Time, except under the circumstances described below. Most foreign markets close before the NAV Calculation Time. For securities primarily traded in the Far East, for example, the most recent closing prices may be as much as 15 hours old at the NAV Calculation Time. As a result, the Adviser uses a third-party pricing service to assist in determining fair value of foreign securities. This service utilizes a systematic methodology in making fair value estimates. The Adviser may also fair value securities in other situations, for example, when a particular foreign market is closed but the Underlying Funds are open. The Adviser cannot predict how often it will use closing prices or how often it will adjust those prices. As a means of evaluating its fair value process, the Adviser routinely compares closing market prices, the next day’s opening prices in the same markets, and the adjusted prices. Other mutual funds may adjust the prices of their securities by different amounts.

How to Purchase Shares

You may purchase shares of the Fund directly without paying a sales charge. Please use the Fund’s “Regular Account Application” form to open an account. Special



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applications are available to open individual retirement accounts, such as Traditional, Roth, SEP or Simple IRAs (collectively “IRAs” or individually an “IRA”) and Coverdell accounts. All applications can be found at www.BaronFunds.com/application-forms. Please complete the application form in its entirety. If you do not provide all the information requested, your application will be returned to you and your investment will not be established.

The Fund offers three classes of shares, Retail Shares, Institutional Shares and TA Shares, which differ only in their ongoing fees and eligibility requirements. The minimum initial investment for the Retail Shares is $2,000. TA Shares are available only to investors who purchase shares of the Fund directly through the Fund’s transfer agent. TA Shares do not charge a 12b-1 fee or make revenue sharing payments, to include payments for sub-transfer agency or record-keeping services. The minimum initial investment for the TA Shares is $2,000, unless you choose to invest through the Baron Automatic Investment Plan (please see the “Baron Automatic Investment Plan” section on page 38 of this Prospectus). TA Shares are not currently available to financial intermediaries. The minimum initial investment for Institutional Shares is $1,000,000. Institutional Shares are intended for certain financial intermediaries that offer shares of the Fund through fee-based platforms, retirement platforms or other platforms for which the financial intermediary provides services and is not compensated by the Fund for those services. Shareholders meeting the eligibility requirements for the Institutional Shares may also purchase Institutional Shares directly without paying a sales charge or any other additional fees. Employees/Directors of the Adviser and its affiliates and Trustees of the Baron Funds^® and employer sponsored retirement plans (qualified and non-qualified) are not subject to the eligibility requirements for Institutional Shares.

At the sole discretion of the Adviser, the initial investment minimum may be waived for certain investors. In addition, the Fund will not enforce the minimum for accounts opened through certain financial intermediaries and administrators that may not have systems that are able to enforce the Fund’s minimum. There is no minimum for subsequent purchases, except for purchases made through the Fund’s website or through the Baron Automatic Investment Plan (please see the “Special Information About the Baron Funds^® Website” section on pages 45-46 of this Prospectus). The Fund may reject any proposed purchase if the purchase would violate the Fund’s policies on short-term trading (please see the “Policies Regarding Frequent Purchases and Redemptions of Fund Shares” section on pages 42‑44 of this Prospectus).

Anti-Money Laundering Regulations. As part of the Fund’s legal responsibility to fight the funding of terrorism and money laundering activities, the Fund requires a detailed verification of the identity of a shareholder and individuals with authority or control over accounts opened by entities such as corporations, partnerships or trusts.



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When you open an account, the Fund will request such information as is necessary to verify your identity as a shareholder, as well as the identities of any individuals with authority or control over accounts being opened by entities. The information requested includes name, address, date of birth and U.S. taxpayer identification number. U.S. military personnel with an APO/FPO address are permitted to invest in the Fund. Please make sure to provide all required information. Incomplete information will delay your investment. The Fund will not process your investment until all required information has been provided. While the Fund is intended for U.S. investors, foreign investors who do not have U.S. taxpayer identification numbers may be permitted to invest in the Fund through a broker-dealer registered with the SEC that has sufficient anti-money laundering policies and procedures in place. The Fund may accept direct investment from foreign investors who do not have U.S. taxpayer identification numbers in the sole discretion of the Adviser.

Your share purchase will receive the NAV of the Fund on the date that all required information has been provided to the Fund’s Transfer Agent. United Missouri Bank of Kansas City, N.A. will hold your investment check until all required anti-money laundering information has been received. Investment funds received by bank wire will also be held by United Missouri Bank of Kansas City, N.A. If the application is not complete, the Fund’s representatives will attempt to collect any missing information by contacting you directly. If you purchase the Fund through a broker, dealer or other financial intermediary that is subject to the USA PATRIOT Act, such broker, dealer or other financial intermediary will be responsible for collecting the required information.

If the application is complete, the Fund will process the investment and will take steps to verify your identity. The Fund may request additional information or documents, if needed, to verify your identity. If the Fund cannot verify your identity, the account will be closed and you will receive proceeds based on the next NAV calculated. If the Fund deems it necessary, and upon written notice to you, the payment of redemption proceeds to you may be suspended to comply with the anti-money laundering regulations applicable to the Fund. The Fund will share the identity of their shareholders with federal authorities if required to do so by law and may report a failure to verify a shareholder’s identity with federal authorities in accordance with applicable law.

State Unclaimed Property Laws. Depending upon the State in which your account is opened, your property may be transferred to the appropriate State if no activity occurs in your account within the time period specified by State law. You should familiarize yourself with the laws of the State in which you have your account.



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How to Invest with the Baron Funds^®

By Mail

To open a new account, send your signed application form with your check payable to BARON FUNDS^® to:

Baron Funds^®

P.O. Box 219946

Kansas City, MO 64121-9946

or by overnight mail to:

Baron Funds^®

430 West 7th Street

Kansas City, MO 64105-1514

Please make sure you indicate how much money you want invested in the Fund. Checks must be payable in U.S. dollars and must be drawn on a U.S. bank. Third party checks, credit cards, money orders, traveler’s checks, starter checks, bearer securities and cash will not be accepted. For IRAs and Coverdell accounts, please specify the year for which the contribution is being made. If no year is specified, it will be applied as a current year contribution.

When adding to your account, please complete the additional investment form provided at the bottom of your account statement or purchase confirmation. If you do not have that form, please write a note with the account number, indicating in which Fund the investment should be made and send it along with your additional investment check. Please note that any investment funded by check will be subject to a fifteen-day hold or be held until the check clears to prevent any fraudulent transactions. Please send the check to either the regular or overnight address.

By Wire

You can make your initial or additional investments in the Fund by wire. To do so, please: (1) contact the Fund’s Transfer Agent at 1-800-442-3814 to obtain an account number; (2) complete and sign the application form and mail it to Baron Funds^®, P.O. Box 219946, Kansas City, MO 64121-9946; (3) instruct your bank to wire funds to the United Missouri Bank of Kansas City, N.A., ABA No. 1010-0069-5, Account No. 98-7037-101-4; and (4) be sure to specify the following information in the wire: (a) the Fund you are buying; (b) your account number; and (c) your name. The Fund is not responsible for delays in the wiring process.



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By Telephone

Once your account is open, you may add to your investment (if you have banking instructions on your account) or exchange among the Baron Funds^® by speaking with a representative or by calling our automated voice recognition system “BaronTel,” unless you specifically declined either of these options on your account application. Please call 1-800-442-3814 to invest or exchange by telephone (please see the “How to Exchange Shares” section on page 44 of this Prospectus). By choosing this option to make a purchase, you authorize the Fund to draw on your bank account. Please note that for an exchange, your accounts must be identically registered. If you need to add this option to your account, please call 1-800-442-3814.

By Internet

You may open a new account through the Baron Funds^® website by going to www.BaronFunds.com/myaccount (please see the “Special Information about the Baron Funds^® Website” section on pages 45-46 of this Prospectus). You may add to an existing account by going to www.BaronFunds.com/myaccount. You must have Automated Clearing House (“ACH”)/Banking instructions on your account in order to make online purchases.

Baron Automatic Investment Plan — TA Shares Only

Baron Automatic Investment Plan (the “Plan”) is an automatic investment plan offered by the Fund. For any account starting with an investment of less than $2,000, the minimum initial investment is $500 with subsequent monthly investments of as little as $50, which are automatically invested from your checking account. Once your investment has reached $2,000, you have the option of either discontinuing the Plan by contacting the Fund or continuing to automatically invest in the Fund. If your initial investment is greater than $2,000 and you wish to utilize the Plan for your account, please contact the Fund. To enroll in the Plan, please complete the Enrollment Form (available by calling 1-800-99BARON (1-800-992-2766)), attach a voided check and mail with your application to either Baron Funds^®, P.O. Box 219946, Kansas City, MO 64121-9946 or, to the overnight address, Baron Funds^®, 430 West 7th Street, Kansas City, MO 64105-1514.

If your account has already been established without banking instructions and you wish to enroll in the Plan, please send a Signature Validation Program (“SVP”) stamped letter of instruction along with a voided check to the regular or overnight address. You can obtain a SVP signature guarantee from most securities firms or banks, but not from a notary public.



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Through Brokers, Dealers or Other Financial Intermediaries

You may purchase shares of the Fund through a broker, dealer or other financial intermediary that may charge a transaction fee. Such transaction fees may include commissions on brokerage transactions for share classes that do not charge a fee for sales or distribution (e.g., Institutional Shares or R6 Shares). Certain brokers, dealers, or other financial intermediaries may refer to such shares as clean shares. If you purchase shares directly from the Fund, no transaction fee is charged. The Fund also participates in programs with many financial intermediaries where no transaction fee is charged.

How to Redeem Shares

You may redeem Fund shares by any of the methods described below. If you are selling shares in an IRA or Coverdell account, please read the information in the IRA or Coverdell plan document. Redemptions will not be made until all of the requirements are met. Redemptions are priced at the next NAV calculated after your redemption request is received in the proper form. If you have recently purchased shares directly in the Baron Funds^®, your redemption proceeds may not be sent to you until the purchase check has cleared your bank, which generally occurs within fifteen calendar days.

You may receive the proceeds by any one of the following methods: (a) we will mail a check to the address to which your account is registered (usually within seven days); (b) we will transmit the proceeds by electronic funds transfer to a previously designated bank account (usually a two banking day process); or (c) we will wire the proceeds to a pre-authorized bank account for a $10 fee that will be deducted from your redemption proceeds (usually a next banking day process). Banking instructions can be added to your account or changed by sending in a SVP stamped letter of instruction. Please include your account number. Payment of redemption proceeds may take longer than the number of days the Fund typically expects and may take up to seven days after the receipt of the redemption request by the Transfer Agent in proper form.

The Fund will pay in cash all requests for redemption by any Fund shareholder of record, limited in amount with respect to each shareholder during any 90‑day period to the lesser of (1) $250,000 or (2) 1% of the NAV of the Fund at the beginning of such period. In addition to using cash it holds in its portfolio or selling portfolio securities to generate cash, the Funds may draw upon an unsecured credit facility for temporary or emergency purposes to meet redemption requests. Any additional redemption requests by a shareholder may be satisfied through an in‑kind redemption. Generally, a redemption in‑kind may be made under the following circumstances: (1) the Adviser determines that a redemption in‑kind (i) is more



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advantageous to the Fund (e.g., due to advantageous tax consequences or lower transaction costs) than selling/purchasing portfolio securities, (ii) will not favor the redeeming shareholder to the detriment of any other shareholder or the Fund and (iii) is in the best interests of the Fund; (2) to manage liquidity risk (i.e., the risk that the Fund could not meet redemption requests without significant dilution of remaining investors’ interests in the Fund); (3) in stressed market conditions; or (4) subject to the approval of the Fund’s Board in other circumstances identified by the Adviser. Securities distributed in connection with any such redemption in‑kind are expected to generally represent a shareholder’s pro rata portion of assets held by the Fund immediately prior to the redemption, with adjustments as may be necessary in connection with, for example, certain derivatives, restricted securities, odd lots or fractional shares. Any securities distributed in‑kind will remain exposed to market risk until sold, and a shareholder may incur transaction costs and taxable gain when selling the securities.

By Mail

Please write a letter that includes the following information: the name of the registered owner(s) of the account; the name of the Fund(s); the number of shares or dollar amount to be redeemed; and the account number. The letter must be signed in exactly the same way the account is registered, including the signature of each joint owner, if applicable. Mail the request to the Transfer Agent at Baron Funds^®, P.O. Box 219946, Kansas City, MO 64121-9946.

You will need to have your signature Medallion guaranteed if your redemption is more than $100,000 per fund or in certain situations (please see the “Special Information About Redemptions” section on pages 41-42 of this Prospectus).

By Telephone

You are automatically granted the telephone redemption option when you open your account, unless you decline the option on your account application or by calling 1‑800‑442‑3814. Once made, your telephone request cannot be changed. There is no minimum amount that you must redeem by telephone from your account. The maximum amount that you may redeem by telephone is $100,000 per business day.

The Fund has the right to refuse a telephone redemption if it believes that it is advisable to do so. The Fund will not be responsible for any fraudulent telephone order as long as the Fund and its Transfer Agent use reasonable procedures to confirm that telephone instructions are genuine.



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By Internet

You may make a redemption request of $100,000 or less per business day online by going to www.baronfunds.com/myaccount (please see the “Special Information about the Baron Funds^® Website” on pages 45-46 of the Prospectus). The ability to redeem by Internet applies to regular accounts (non-fiduciary) only.

The Fund has the right to refuse an online redemption if they believe that it is advisable to do so. The Fund will not be responsible for any fraudulent online order as long as the Fund and its Transfer Agent use reasonable procedures to confirm that online instructions are genuine.

By Broker, Dealer or Other Financial Intermediaries

Accounts may redeem Fund shares held by a broker, dealer or other financial intermediary that may charge you a fee. The Fund may have special redemption procedures with certain brokers, dealers or other financial intermediaries.

Special Information about Redemptions

You will need to have your signature Medallion guaranteed in certain situations, such as:

∎

Written requests to wire redemption proceeds (if not previously authorized on the Account Application);

∎

Sending redemption proceeds to any person, address, or bank account not on record;

∎

Transferring redemption proceeds to a Baron Funds^® account with a different registration (name/ownership) from yours; and

∎

If the address of record has been changed within 30 days of the redemption request.

A Medallion Signature Guarantee may be obtained from a domestic bank or trust company, broker, dealer, clearing agency, savings association, or other financial institution which participates in a Medallion program recognized by the Securities Transfer Association. Signature guarantees from financial institutions which do not participate in a Medallion program will not be accepted. A notary public cannot provide Medallion Signature Guarantees.

Please call the Transfer Agent at 1-800-442-3814 if you are unsure of any of the special redemption requirements.

The Transfer Agent may require other documentation from corporations, trustees, executors and others who hold shares on behalf of someone else. If you have any questions concerning the requirements, please call the Transfer Agent at



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1‑800‑442‑3814. Redemptions will not be made until all of the conditions, including the receipt in proper form of all required documentation by the Transfer Agent, have been satisfied. A redemption of Fund shares may generate a tax liability.

For Retail Shares, if the value of your investment in the Fund falls below $2,000 because of redemptions, the Fund may contact you about your balance. If it is still below $2,000 after 60 days, the Fund may redeem the remainder of your investment in the Fund and send you the proceeds. For Institutional Shares, if the value of your investment in the Fund falls below $1,000,000 because of redemptions, the Fund may contact you about your balance. If it remains below $1,000,000 after 60 days, the Fund may convert your Institutional Shares into Retail Shares. For TA Shares, if the value of your investment in the Fund falls below $2,000 because of redemptions, the Fund may contact you about your balance. If it is still below $2,000 after 60 days, the Fund may redeem the remainder of your investment in the Fund and send you the proceeds. The Fund will notify you in writing that your investment will be redeemed or converted in advance of taking such action so that you are informed of the new status of your investment.

The Fund may suspend the normal redemption process if trading on the Exchange is suspended or if an emergency exists that reasonably precludes the valuation of the Fund’s net assets or if the SEC permits a suspension.

Dividends and Distributions

The Fund pays its shareholders dividends from its net investment income and distributes any net realized capital gains at least once each year. Your distributions will be reinvested in the Fund unless you instruct the Fund otherwise. There are no charges on reinvestments. After every distribution, the value of a share is automatically reduced by the amount of the distribution. If you elect not to reinvest and the postal or other delivery service is unable to deliver checks to your address of record, your distribution will be reinvested in additional shares at the next NAV calculated after the check is returned to the Fund. No interest will accrue on amounts represented by uncashed distribution or redemption checks.

Potential investors should read the “U.S. Federal Income Taxation” section on pages 46-48 of this Prospectus and the “Taxation of the Fund” section on pages 35‑40 in the SAI for information on the tax treatment of distributions from the Fund and for a discussion of the tax consequences of an investment in the Fund.

Policies Regarding Frequent Purchases and Redemptions of Fund Shares

The Fund discourages any person who is not a long-term investor from investing in the Fund. The Fund makes investments for the long term and expects to have



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relatively low turnover of the portfolio (please see the “Additional Investment Strategies” section on pages 13-16 of this Prospectus and the “Principal Investment Strategies of the Fund” sections of the summary section beginning on page 4 of the Prospectus). The Board has adopted policies and procedures to minimize frequent purchases and redemptions of Fund shares by shareholders. The Board believes that frequent trading (which may include market timing, short-term trading or excessive trading) of Fund shares has the potential to adversely impact other shareholders of the Fund.

The Board believes that frequent trading of Fund shares causes risks to the Fund and its shareholders. Frequent trading may dilute the value of Fund shares held by long-term shareholders, trigger gains taxable to Fund shareholders, increase brokerage and administrative costs and interfere with the efficient management of the Fund. It may disrupt the Adviser’s ability to manage the Fund in accordance with its goals. This disadvantages other shareholders of the Fund and adds to Fund costs, since the Adviser may be required to sell investments prematurely to raise cash to meet redemptions. The impact could be particularly severe because the frequent activity would have a greater impact on each remaining long-term shareholder. Shareholders could also be negatively affected by frequent trading if the Adviser is forced to rebalance the portfolio and thereby incur substantial expenses in doing so.

Trades in and out of the Fund within 90 days or less may be indicative of frequent trading. If the Adviser believes that an investor is a frequent trader, the Adviser, in its sole discretion, may temporarily or permanently bar that investor from trading in the Fund or any Baron Funds^®. Exchanges between the Baron Funds^® within 90 days or less will generally not be considered frequent trading, unless the Adviser, in its sole discretion, determines that such exchanges are excessive. Although the Adviser attempts to detect and deter frequent trading, there can be no guarantee that all frequent, short-term or other trading activity the Adviser may consider inappropriate will be detected. For example, certain accounts, which are known as omnibus accounts, include multiple investors and such accounts typically provide the Fund with a net purchase or redemption order on any given day where purchasers of Fund shares and redeemers of Fund shares are netted against one another and the identity of individual purchasers and redeemers are not known by the Fund. By their nature, omnibus accounts conceal from the Fund the identity of individual investors and their transactions.

If the Fund reasonably believes that certain financial intermediaries are not enforcing the Fund’s policies regarding frequent purchases and redemptions of Fund shares, the Fund may prohibit the financial intermediary from investing in the Fund on behalf of any of its clients. However, certain financial intermediaries and administrators may not have systems that can accommodate the Fund’s policies regarding the frequent purchases and redemptions of Fund shares. In these limited instances, the Fund must



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rely on those financial intermediaries and administrators to enforce their own frequent trading policies. If the Adviser reasonably believes that a financial intermediary is not enforcing its own policy or the Fund’s policies regarding frequent purchases and redemptions of Fund shares, even though it has the appropriate systems, the Fund may prohibit the financial intermediary from investing in the Fund on behalf of any of its clients.

The Fund’s policies and procedures may be modified or terminated at any time. The Fund reserves the right to reject any purchase or exchange request for any reason. The Adviser, in its sole discretion, may waive its policies regarding frequent purchases and redemptions of Fund shares for purchases, redemptions and exchanges that are part of a rebalancing or asset allocation program administered by an approved financial intermediary.

How to Exchange Shares

You may exchange all or a portion of your investment from one Baron Fund into another. You may exchange shares by mail, telephone (speaking with a representative or using our automated voice recognition system “BaronTel”) or through the Baron Funds^® website. You must not have opted out of the telephone option to do an exchange via telephone or online (please see the “Special Information about the Baron Funds^® Website” section on pages 45-46 of this Prospectus). Any new account established through an exchange will have the same registration, the same privileges and will be subject to the same minimum investment requirements as your original account. There is currently no fee for an exchange. Exchanges will be executed on the basis of the relative NAV of the shares exchanged. An exchange is considered a sale for U.S. federal income tax purposes, and you may therefore realize a gain or loss for U.S. federal income tax purposes as a result of an exchange. The policy of the Fund is to presume that a person who trades in and out of a Fund within 90 days or less is not a long-term investor (please see the “Policies Regarding Frequent Purchases and Redemptions of Fund Shares” section on pages 42-44 of this Prospectus). Exchanges between the Baron Funds^® within 90 days or less will generally not be considered frequent trading unless the Adviser, in its sole discretion, determines that such exchanges are excessive. The Fund reserves the right to cancel the exchange privilege of any investor who uses the exchange privilege excessively. The Fund may change or temporarily suspend the exchange privilege during unusual market conditions.

How to Convert Shares

The Fund offers three classes of shares, Retail Shares, Institutional Shares and TA Shares, which differ only in their ongoing fees and eligibility requirements. You may



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convert Retail Shares into Institutional Shares if the value of your investment in a Fund is at least $1,000,000. If the value of your investment in a Fund falls below $1,000,000, the Fund may convert your Institutional Shares into Retail Shares. Retail Shares and Institutional Shares may be converted into TA Shares in the Adviser’s sole discretion. The transaction will be based on the respective NAV of each class to be exchanged on the trade date for the conversion. For U.S. federal income tax purposes, such a conversion is not a taxable event. You should consult your own tax adviser regarding specific questions of federal, state, local or foreign tax law.

Special Information about the Baron Funds^® Website

You may visit us online at the Baron Funds^® website at www.BaronFunds.com/myaccount to check your Fund account balance and historical transactions, make purchases or redemptions of Fund shares or exchanges into other Baron Funds^®. Exchanges into other Baron Funds^® on the Baron Funds^® website may only be made for Retail Shares. If you do not already have a login ID and password, you may establish online transaction privileges by enrolling on the website. You automatically have the ability to establish these privileges, but you will be required to enter into a user’s agreement through the website to enroll for the privileges. Transactions through the website are subject to the same minimums as other transaction methods. To purchase shares online, you must have ACH instructions on your account. Payment for the purchase of Baron Fund shares through the website may be made only through an ACH debit of your bank account held at a domestic financial institution that is an ACH member.

For TA Shares, the Fund imposes a limit of $7,000 per initial purchase transaction or subsequent transaction through the website for retirement accounts ($8,000 for individuals 50 or older) and a limit of $250,000 per initial purchase transaction or subsequent transaction through the website for non-retirement accounts. The minimum initial investment for TA Shares is $2,000 with subsequent minimum investments through the website of $10. If you are utilizing the Baron Automatic Investment Plan, you can start with an initial investment of $500 with subsequent minimum investments of $50 per month. You may not make an initial purchase of Institutional Shares through the Baron Funds^® website unless you are an employee or Trustee of the Baron Funds^®. For Institutional Shares, the Fund imposes a limit of $7,000 for subsequent transactions through the website for retirement accounts ($8,000 for individuals 50 or older) and a limit of $250,000 for subsequent transactions through the website for non-retirement accounts.

The Fund limits the amount you may redeem through its website to $100,000 or less per business day. Redemption proceeds may be sent by check or, if your account has bank information, by wire or ACH. Redemptions will be paid by check to the address of record if it has not changed in the last 30 days, and wire or ACH transfer to the bank of record. The ability to redeem by Internet applies to regular accounts (non-fiduciary) only.



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Information about your Investment		Baron Funds^®

Please be aware that the Internet is an unsecured, unstable, unregulated and unpredictable environment. Your ability to use the Baron Funds^® website for transactions is dependent on the Internet, equipment, software, systems, data and services provided by various vendors and third parties. While the Fund, the Distributor, the Transfer Agent and the Adviser have established certain security measures, they cannot guarantee that inquiries, account information or trading activity will be completely secure. There may also be delays, malfunctions or other inconveniences, or times when the website is not available for Fund transactions or other purposes. If this occurs, you should consider using other methods to purchase, redeem or exchange shares. The Fund, the Distributor, the Transfer Agent and the Adviser are not liable for any delays, malfunctions or unauthorized interception or access to communications or account information.

The Fund, the Distributor, the Transfer Agent and the Adviser are not liable for any loss, liability, cost or expense for following instructions communicated through the Internet, including fraudulent or unauthorized instructions.

U.S. Federal Income Taxation

Tax Status of the Fund

The Fund intends to qualify every year as a “regulated investment company” under the Code. If the Fund qualifies as a regulated investment company, it generally will not be subject to U.S. federal income tax on income that is distributed to shareholders, provided that it distributes to its shareholders at least the sum of 90% of its “investment company taxable income” (which includes, among other items, dividends, interest, the excess of net short-term capital gains over net long-term capital losses and other taxable income other than the excess of net long-term capital gains over net short-term capital losses) and 90% of its net tax-exempt interest income in each year.

Taxability of Dividends and Distributions

The Fund intends to pay dividends from its net investment income and to distribute any net realized capital gains once each year. Distributions of the Fund’s investment company taxable income (other than “qualified dividend income”), including distributions of net short-term capital gains, will be taxable to you as ordinary income. Distributions of the Fund’s net long-term capital gains (the excess of the Fund’s net long-term capital gain for the taxable year over its net short-term capital loss for that year) reported as capital gain dividends by the Fund will be taxable to you as long-term capital gains, regardless of the length of time you have held shares of the Fund. Distributions in excess of the Fund’s current and accumulated earnings



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and profits will be treated as a tax-free return of capital, to the extent of your adjusted basis in your shares of the Fund, and as a capital gain thereafter (if you held your shares of the Fund as capital assets). Provided that you satisfy the applicable holding period and other requirements with respect to your shares of the Fund, distributions of the Fund’s “qualified dividend income” will be treated as “qualified dividend income” received by you and, if you are an individual or other non-corporate shareholder, will therefore be subject to U.S. federal income tax at the rates applicable to long-term capital gains. Your tax liabilities for such distributions will depend on your particular tax situation.

Your distributions will be reinvested in the Fund unless you instruct the Fund otherwise. If your distributions are reinvested in additional shares of the Fund, you will be treated for U.S. federal income tax purposes as receiving the relevant distributions and using them to purchase shares. All distributions of investment company taxable income and net long-term capital gains, whether received in cash or reinvested, must be reported on your U.S. federal income tax return.

Annual year-end distribution estimates, if any, are expected to be available beginning in October or November of each year, and may be updated from time to time, on the Baron Funds website at www.BaronFunds.com. A distribution will be treated as paid during a calendar year if it is declared by the Fund in October, November or December of the year to holders of record in such a month and paid by January 31 of the following year. Distributions paid in January will be taxable to you as if received on December 31 of such prior year, rather than in the year in which the distributions are actually received.

Dividends, interest and other income and gains received by the Fund may give rise to withholding and other taxes imposed by foreign countries. If the Fund meets certain requirements and so elects, a ratable portion of the amounts withheld or paid will generally be taxable to you as a shareholder even though you do not receive them. In that case, you will generally be able to claim a tax credit or a deduction for your portion of any foreign income taxes, including withholding taxes, paid by the Fund, subject to generally applicable limitations.

The Fund must withhold 24% of your dividends and redemption proceeds if you have not provided a taxpayer identification number or social security number or if the number you have provided is incorrect.

Taxability of the Sale or Redemption of Shares

You will recognize a taxable gain or loss, if any, if you sell or redeem your shares. You will generally be subject to taxation based on the difference between your adjusted tax basis in your shares that are sold or redeemed and the value of the cash or other property you receive in payment therefor.



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Information about your Investment		Baron Funds^®

Any gain or loss arising from the sale or redemption of shares will be treated as capital gain or loss if the shares are capital assets in your hands and will generally be long-term capital gain or loss if your holding period for your shares is more than one year and short-term capital gain or loss if it is one year or less. Currently, long-term capital gains recognized by individuals and other non-corporate shareholders on a sale or redemption of shares generally are taxed at a maximum rate of 20%. Any loss realized on a sale or redemption will be disallowed to the extent the shares you dispose of are replaced (including pursuant to our dividend reinvestment program) with substantially identical shares within a period beginning 30 days before and ending 30 days after the disposition of your shares. In such a case, your tax basis in the shares acquired will be adjusted to reflect the disallowed loss. Any loss arising from the sale or redemption of shares for which you have a holding period of six months or less will be treated for U.S. federal tax purposes as a long-term capital loss to the extent of any amount of capital gain dividends you received with respect to such shares.

Tax Basis Information

The Fund is required to report the adjusted tax basis and holding period of your shares, and your gain or loss to the Internal Revenue Service on your Consolidated Form 1099 when “covered” shares of the Fund are redeemed. Covered shares are any shares acquired (including shares acquired through reinvestment of the Fund’s distributions) on or after January 1, 2012. The Fund has chosen the “average basis” method as its default method for reporting the adjusted tax basis of covered shares. The Fund will use this method for purposes of reporting your adjusted tax basis unless you instruct the Fund in writing to use a different calculation method. You may choose a method different from the Fund’s default method if you provide the Fund with timely notice. Please consult your tax advisor with regard to your particular circumstances.

The foregoing is a summary of some of the important U.S. federal income tax considerations affecting the Fund and its shareholders. It is not a complete analysis of all relevant tax considerations, nor is it a complete listing of all potential tax risks involved in purchasing or holding shares of the Fund. You should consult your own tax adviser regarding specific questions of federal, state, local or foreign tax law.

Distribution and Servicing Arrangements

12b-1 Plan

The Fund has adopted a distribution and servicing plan for Retail Shares (the “12b-1 Plan”) under Rule 12b-1 of the 1940 Act that allows the Fund to pay fees for the distribution of Retail Shares and for shareholder services provided to holders of Retail Shares. A substantial portion of the 12b-1 fees is directed to third parties that provide



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shareholder servicing to existing shareholders. The 12b-1 Plan authorizes the Fund to pay BCI a distribution fee equal to 0.25% per annum of the Fund’s average daily net assets attributable to the Retail Shares (please see the “12b-1 Plan” section on pages 30-31 of the SAI). Due to the possible continuing nature of Rule 12b-1 payments, long-term investors in Retail Shares may pay more than the economic equivalent of the maximum front-end sales charge permitted by FINRA. The 12b-1 Plan does not apply to Institutional Shares or TA Shares.

Third Party Arrangements. In addition to payments under the 12b-1 Plan, the Adviser, the Distributor or their affiliates may, at their own expense out of their own financial resources, make payments to some, but not all brokers, dealers or other financial intermediaries, including retirement plan sponsors, service providers and administrators providing recordkeeping, administrative and/or other services to plan participants (collectively, “financial intermediaries”), as additional compensation for services and/or as an incentive to sell both Retail and Institutional Shares of the Fund and/or promote retention of their customers’ assets in the Fund. These payments, some of which may be referred to as “revenue sharing” payments, do not change the price paid by investors to purchase the Fund’s shares or the amount the Fund receive as proceeds from such sales.

Payments may be made to financial intermediaries that provide services to the Fund or to shareholders of the Fund, including shareholder servicing, transaction processing, sub-transfer agency services, sub-accounting services, marketing support, conference support and/or access to sales meetings, sales representatives and management representatives of the financial intermediary. Payments may also be made to financial intermediaries for inclusion of the Fund on a sales list, including a preferred or select sales list, in other sales programs and platforms, or as an expense reimbursement in cases where the financial intermediary provides shareholder services to Fund shareholders. Payments may be structured: (i) as a percentage of net sales; (ii) as a percentage of net customer assets; (iii) as a fixed dollar amount; and/or (iv) on a per account basis. The amount of payments made to a financial intermediary in any given year may vary based on the amount of Fund assets attributable to that financial intermediary.

The Fund may pay fees to financial intermediaries out of the Fund’s assets (in addition to 12b-1 fees for Retail Shares) for servicing shareholder accounts. Such financial intermediaries typically would have omnibus accounts with the Transfer Agent and provide shareholder servicing and/or sub-transfer agent or sub-accounting services to shareholders or beneficial owners. It is anticipated that any amounts paid by the Fund to such financial intermediaries generally would not exceed the estimated amount the Fund would have incurred in maintaining and servicing the shareholder accounts in the Fund directly rather than through these financial intermediaries. As of December 31, 2023, the Fund has made no such payments.



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Information about your Investment		Baron Funds^®

Financial Highlights

The financial highlights table is intended to help you understand the Fund’s financial performance for the fiscal years indicated. Certain information reflects financial results for a single Fund share. The “total return” shows how much your investment in the Fund would have increased (or decreased) during each period, assuming you had reinvested all dividends and distributions. These financial highlights, for each of the fiscal years presented in the five year period ended December 31, 2023, have been audited by PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm, whose report, along with the Fund’s financial statements, is included in the Fund’s Annual Financial Report, which is available upon request by calling 1‑800‑99BARON (1-800-992-2766) or by emailing info@baronfunds.com. The Annual Financial Report for the year ended December 31, 2023 is also incorporated by reference in the SAI. The SAI and the Financial Report can be found at www.BaronFunds.com.



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	RETAIL SHARES
	Year Ended December 31,
	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	14.04		$	21.56		$	19.57		$	12.23		$	9.33
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)⁽¹⁾		(0.03	)		(0.04	)		(0.03	)		(0.04	)		(0.03	)
Net realized and unrealized gain (loss)		3.59			(7.02	)		3.21			7.62			3.37
Total from investment operations		3.56			(7.06	)		3.18			7.58			3.34
LESS DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		0.00			(0.08	)		0.00			0.00			(0.01	)
Net realized gain on investments		0.00			(0.38	)		(1.19	)		(0.24	)		(0.43	)
Total distributions		0.00			(0.46	)		(1.19	)		(0.24	)		(0.44	)
Net asset value, end of year	$	17.60		$	14.04		$	21.56		$	19.57		$	12.23
TOTAL RETURN⁽²⁾		25.36	%⁽⁴⁾		(32.75	)%⁽⁴⁾		16.42	%⁽⁴⁾		62.45	%⁽⁴⁾		36.24	%⁽⁴⁾
RATIOS/SUPPLEMENTAL DATA:
Net assets (in millions), end of year	$	94.9		$	76.0		$	117.4		$	44.5		$	5.9
Gross expenses⁽³⁾		0.33	%		0.34	%		0.33	%⁽⁵⁾		0.41	%⁽⁵⁾		0.41	%⁽⁶⁾
Net expenses⁽³⁾		0.30	%		0.30	%		0.30	%⁽⁵⁾		0.30	%⁽⁵⁾		0.32	%⁽⁶⁾
Net investment income (loss)		(0.18	)%		(0.27	)%		(0.13	)%		(0.29	)%		(0.26	)%
Portfolio turnover rate		6.70	%		20.73	%		0.18	%		6.65	%		22.48	%

⁽¹⁾

Based on average shares outstanding.

⁽²⁾

Total returns reflect reinvestment of all dividends and distributions, if any.

(3)

Expenses do not include acquired fund fees and expenses of the Underlying Funds.

⁽⁴⁾

The total returns would have been lower had certain expenses not been reduced during the period shown.

⁽⁵⁾

Includes interest expense of less than 0.01%.

⁽⁶⁾

Includes interest expense of 0.02%.



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	TA SHARES
	Year Ended December 31,
	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	14.21		$	21.76		$	19.70		$	12.28		$	9.35
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)⁽¹⁾		0.01			(0.00	)⁽⁶⁾		0.03			(0.01	)		(0.00	)⁽⁶⁾
Net realized and unrealized gain (loss) on investments		3.64			(7.09	)		3.22			7.67			3.37
Total from investment operations		3.65			(7.09	)		3.25			7.66			3.37
LESS DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(0.01	)		(0.08	)		(0.00	)⁽⁶⁾		0.00			(0.01	)
Net realized gain on investments		0.00			(0.38	)		(1.19	)		(0.24	)		(0.43	)
Total distributions		(0.01	)		(0.46	)		(1.19	)		(0.24	)		(0.44	)
Net asset value, end of year	$	17.85		$	14.21		$	21.76		$	19.70		$	12.28
TOTAL RETURN⁽²⁾		25.66	%⁽⁴⁾		(32.59	)%⁽⁴⁾		16.70	%⁽⁴⁾		62.85	%⁽⁴⁾		36.49	%⁽⁴⁾
RATIOS/SUPPLEMENTAL DATA:
Net assets (in millions), end of year	$	49.5		$	37.9		$	47.2		$	44.0		$	21.4
Gross expenses⁽³⁾		0.08	%		0.08	%		0.08	%⁽⁵⁾		0.16	%⁽⁵⁾		0.17	%⁽⁷⁾
Net expenses⁽³⁾		0.05	%		0.05	%		0.05	%⁽⁵⁾		0.05	%⁽⁵⁾		0.07	%⁽⁷⁾
Net investment income (loss)		0.07	%		(0.02	)%		0.12	%		(0.04	)%		(0.03	)%
Portfolio turnover rate		6.70	%		20.73	%		0.18	%		6.65	%		22.48	%

⁽¹⁾

Based on average shares outstanding.

⁽²⁾

Total returns reflect reinvestment of all dividends and distributions, if any.

⁽³⁾

Expenses do not include acquired fund fees and expenses of the Underlying Funds.

⁽⁴⁾

The total returns would have been lower had certain expenses not been reduced during the period shown.

⁽⁵⁾

Includes interest expense of less than 0.01%.

⁽⁶⁾

Less than $0.01 per share.

⁽⁷⁾

Includes interest expense of 0.02%.



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	INSTITUTIONAL SHARES
	Year Ended December 31,
	2023			2022			2021			2020			2019
Net asset value, beginning of year	$	14.21		$	21.76		$	19.70		$	12.28		$	9.35
INCOME (LOSS) FROM INVESTMENT OPERATIONS:
Net investment income (loss)⁽¹⁾		0.01			(0.00	)⁽⁶⁾		0.02			(0.01	)		(0.00	)⁽⁶⁾
Net realized and unrealized gain (loss) on investments		3.65			(7.09	)		3.23			7.67			3.37
Total from investment operations		3.66			(7.09	)		3.25			7.66			3.37
LESS DISTRIBUTIONS TO SHAREHOLDERS FROM:
Net investment income		(0.01	)		(0.08	)		(0.00	)⁽⁶⁾		0.00			(0.01	)
Net realized gain on investments		0.00			(0.38	)		(1.19	)		(0.24	)		(0.43	)
Total distributions		(0.01	)		(0.46	)		(1.19	)		(0.24	)		(0.44	)
Net asset value, end of year	$	17.86		$	14.21		$	21.76		$	19.70		$	12.28
TOTAL RETURN⁽²⁾		25.73	%⁽⁴⁾		(32.59	)%⁽⁴⁾		16.70	%⁽⁴⁾		62.85	%⁽⁴⁾		36.49	%⁽⁴⁾
RATIOS/SUPPLEMENTAL DATA:
Net assets (in millions), end of year	$	403.1		$	312.5		$	412.2		$	184.1		$	93.8
Gross expenses⁽³⁾		0.08	%		0.09	%		0.08	%⁽⁵⁾		0.16	%⁽⁵⁾		0.17	%⁽⁷⁾
Net expenses⁽³⁾		0.05	%		0.05	%		0.05	%⁽⁵⁾		0.05	%⁽⁵⁾		0.07	%⁽⁷⁾
Net investment income (loss)		0.07	%		(0.02	)%		0.09	%		(0.04	)%		(0.02	)%
Portfolio turnover rate		6.70	%		20.73	%		0.18	%		6.65	%		22.48	%

⁽¹⁾

Based on average shares outstanding.

⁽²⁾

Total returns reflect reinvestment of all dividends and distributions, if any.

⁽³⁾

Expenses do not include acquired fund fees and expenses of the Underlying Funds.

⁽⁴⁾

The total returns would have been lower had certain expenses not been reduced during the period shown.

⁽⁵⁾

Includes interest expense of less than 0.01%.

⁽⁶⁾

Less than $0.01 per share.

⁽⁷⁾

Includes interest expense of 0.02%.



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General Information

Custodian, Administrator, Transfer Agent and Dividend Agent

State Street Bank and Trust Company (“State Street”), One Congress Street, Suite 1, Boston, MA 02114-2016, serves as the custodian for the Fund’s cash and securities.

State Street serves as the administrator to the Fund and provides certain accounting and bookkeeping services, which include maintaining the books of the Fund, calculating daily the income and NAV per share of the Fund and assisting in the preparation of tax returns and reports to shareholders.

SS&C Global Investor & Distribution Solutions, Inc. (“SS&C”) serves as the transfer agent and dividend disbursing agent for the Fund.

These institutions are not responsible for investment decisions of the Fund.

Shareholder Information

If you have questions about your account or transactions, please contact SS&C at SS&C Global Investor & Distribution Solutions, Inc. P.O. Box 219946, Kansas City, MO 64121-9946, or by telephone at 1‑800‑442‑3814.

If you have questions about general Fund information, please call 1-800-99BARON or 212-583-2100.

As a Delaware statutory trust, annual shareholder meetings are not required. The Adviser sends Annual and Semi-Annual Financial Reports to shareholders. Pending legal proceedings, if any, are disclosed in the SAI.



54		www.BaronFunds.com

For More Information

Investors who want more information about Baron Funds^® may obtain the following documents free upon request at the numbers or addresses below.

Shareholder Reports and Statement of Additional Information

Additional information about the Fund’s investments will be available in the Fund’s Annual and Semi-Annual Financial Reports to shareholders. In the Fund’s Annual Report you will find a discussion of the market conditions and investment strategies that significantly affected the Fund’s performance.

Additional information is also contained in the SAI dated April 26, 2024. A current SAI is on file with the SEC and is incorporated by reference in this Prospectus. You may obtain the SAI and the shareholder reports without charge by writing or calling 1-800-99BARON (1-800-992-2766). The SAI and shareholder reports are also available on the Baron Funds^® website, www.BaronFunds.com.


By telephone:	Call 1-800-99BARON (1-800-992-2766)

By mail:	Write to: BARON FUNDS^® 767 Fifth Avenue New York, NY 10153

By e-mail:	Send your request to: info@BaronFunds.com

On the Internet:	Text-only versions of Baron Funds^® documents can be viewed online or down loaded from www.BaronFunds.com or from the EDGAR database on the SEC’s website at www.sec.gov

Ticker Symbols:	Baron WealthBuilder Fund^®
	Retail Shares	BWBFX
	TA Shares	BWBTX
	Institutional Shares	BWBIX

SEC file number:	811-21296

No person has been authorized to give any information or to make any representations other than those contained in this prospectus or in the related SAI.

STATPROWEALTH 04/26/2024

No person has been authorized to give any information or to make any representations other than those contained in this SAI or in the related Prospectus.

Baron Select Funds (the “Trust”) is an open-end management investment company organized originally as a limited partnership known as Baron Capital Partners, L.P., on January 31, 1992, under the laws of the State of Delaware. On April 30, 2003, the partnership was converted into a statutory trust under the laws of the State of Delaware. The Trust is structured to be able to issue shares in multiple series, each constituting a separate portfolio with separate assets and liabilities from any other series. There are twelve series currently available: Baron Partners Fund, Baron Focused Growth Fund, Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund, Baron Global Advantage Fund, Baron Real Estate Income Fund, Baron Health Care Fund, Baron FinTech Fund, Baron New Asia Fund, Baron Technology Fund, and Baron WealthBuilder Fund.

The investment goal of Baron WealthBuilder Fund (the “Fund”) is to seek capital appreciation. The Fund is a diversified fund because it invests, at any given time, in the securities of a select number of Baron mutual funds (the “Underlying Funds”), representing specific investment strategies.

Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund, Baron Durable Advantage Fund, Baron Partners Fund, Baron Focused Growth Fund, Baron Real Estate Fund, Baron Real Estate Income Fund, Baron Health Care Fund, Baron FinTech Fund, Baron New Asia Fund, and Baron Technology Fund may invest without limitation in the securities of non-U.S. issuers in U.S. denominated form known as American Depository Receipts (“ADRs”). Baron Asset Fund, Baron Growth Fund and Baron Small Cap Fund may invest up to 10% of their respective total assets directly in the securities of non-U.S. issuers that are not publicly traded in the U.S. and in Global Depository Receipts (“GDRs”) and European Depository Receipts (“EDRs”). Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund, Baron Durable Advantage Fund, Baron Partners Fund and Baron Focused Growth Fund may invest up to 25% of their respective total assets, and Baron Real Estate Fund, Baron Real Estate Income Fund, Baron Health Care Fund, Baron FinTech Fund and Baron Technology Fund may invest up to 35% of their respective total assets, directly in the securities of non-U.S. issuers that are not publicly traded in the U.S. and in GDRs and EDRs.

Baron International Growth Fund invests primarily in non-U.S. securities. Non-U.S. securities include securities that the Adviser determines are “non-U.S.” based on the consideration of an issuer’s domicile, its principal place of business, its primary stock exchange listing, the source of its revenue or other factors. Baron International Growth Fund may also invest up to 25% of its total assets in U.S. issuers. In addition, Baron International Growth Fund may invest without limitation in ADRs, EDRs and GDRs, or in other securities convertible into securities of foreign issuers.

Baron Emerging Markets Fund invests primarily in equity securities in the form of common stock of growth companies domiciled, headquartered or whose primary business activities or principal trading markets are developing countries. A developing county is a country included in the MSCI Emerging Markets (EM) Index and other countries determined by the Adviser to be developing countries based on classifications made by the International Monetary Fund or on country characteristics similar to those of the countries in the EM Index. Baron Emerging Markets Fund may invest up to 20% of its net assets in developed countries, frontier countries as defined by the MSCI Frontier Markets (FM) Index and in the securities of non-U.S. issuers in developed and frontier countries in ADRs.

ADRs are certificates issued by a U.S. bank or trust company and represent the right to receive securities of a foreign issuer deposited in a U.S. bank or foreign branch of a U.S. bank and traded on a U.S. exchange or in an over-the-counter market. EDRs and GDRs are receipts issued in Europe generally by a non-U.S. bank or trust company that evidence ownership of non-U.S. securities. There are no fees imposed on the purchase or sale of ADRs, EDRs or GDRs, although the issuing bank or trust company may impose fees on the purchase of dividends and the conversion of ADRs, EDRs and GDRs into the underlying securities. Investments in ADRs have certain advantages over direct investment in the underlying non-U.S. securities, since (i) ADRs are U.S. dollar denominated investments that are easily transferable and for which market quotations are readily available and (ii) issuers whose securities are represented by ADRs are subject to the same auditing, accounting and financial reporting standards as U.S. issuers. EDRs and GDRs are not necessarily denominated in the currency of the underlying security. Issuers of non-U.S. securities are subject to different, often less detailed, accounting, reporting and disclosure requirements than are U.S. issuers. These securities may have exposure to developed countries and developing countries, which include countries in the MSCI Emerging Markets (EM) Index, countries in the MSCI Frontier Markets (FM) Index and other countries determined by the Adviser to be developing countries based on classifications made by the International Monetary Fund or on country characteristics similar to those of the countries in the EM and FM Indexes.

The People’s Republic of China is dominated by the one-party rule of the Communist Party. Investments in China involve the risk of greater control over the economy, political and legal uncertainties and currency fluctuations or blockage. The government of the People’s Republic of China exercises significant control over economic growth through the allocation of resources, controlling payment of foreign currency denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies. For the last few decades, the government of the People’s Republic of China has been reforming economic and market practices and providing a larger sphere for private ownership of property. While currently contributing to growth and prosperity, the government may decide not to continue to support these economic reform programs and could possibly return to the completely centrally planned economy that existed prior to 1978.

As with all transition economies, China’s ability to develop and sustain a credible legal, regulatory, monetary, and socioeconomic system could influence the course of outside investment. The real estate market in China has been extremely volatile. Additionally, local government debt is high, and the level of that debt may pose a threat to the Chinese economy. Over the long term, China’s aging infrastructure, worsening environmental conditions, rapid and inequitable urbanization, and quickly widening urban and rural income gap, which all carry political and economic implications, are among the country’s major challenges.

China continues to exercise control over the value of its currency, rather than allowing the value of the currency to be determined by market forces. This type of currency regime may experience sudden and significant currency adjustments, which may adversely impact investment returns.

While the Chinese economy has grown rapidly in past years, China’s growth rate has begun to decline and there is no assurance that past growth rates will be sustainable. China may experience substantial rates of inflation or economic recessions, causing a negative effect on the economy and the securities market. China’s economy is heavily dependent on export growth. Reduction in spending on Chinese products and services, institution of tariffs or other trade barriers by China or its trading partners, or a downturn in any of the economies of China’s key trading partners may have an adverse impact on the securities of Chinese issuers. China’s economy may be adversely impacted by trade or political disputes with China’s major trading partners, including the U.S.

Taiwan and Hong Kong do not exercise the same level of control over their economies as does the People’s Republic of China, but changes to their political and economic relationships with the People’s Republic of China could adversely impact investments in Taiwan and Hong Kong. Following the establishment of the People’s Republic of China by the Communist Party in 1949, the Chinese government renounced various debt obligations incurred by China’s predecessor governments, which obligations remain in default, and expropriated assets without compensation. There can be no assurance that the Chinese government will not take similar action in the future. An investment in the Fund involves risk of a total loss. The potential political reunification of China and Taiwan is a highly problematic issue and could negatively affect Taiwan’s economy and stock market. Hong Kong is closely tied to China, economically and through China’s 1997 acquisition of the country as a Special Autonomous Region. China has committed by treaty to preserve Hong Kong’s autonomy and its economic, political and social freedoms until 2047. However, China has in recent years curtailed Hong Kong’s autonomy and freedoms, which has led to political unrest and eroded investor and business confidence in Hong Kong.

Military conflicts, either in response to internal social unrest or conflicts with other countries, could disrupt economic development. The Chinese economy is vulnerable to the long-running disagreements with Hong Kong related to integration and religious and nationalist disputes with Tibet and the Xinjiang region. China has a complex territorial dispute regarding the sovereignty of Taiwan that has included threats of invasion; Taiwan- based companies and individuals are significant investors in China. Military conflict between China and Taiwan may severely affect economies and markets and securities of Chinese and Taiwanese issuers and other companies globally. In addition, China has strained international relations with Japan, India and other neighbors due to territorial disputes, historical animosities and other defense concerns. China could be affected by military events on the Korean peninsula or internal instability within North Korea. These situations may cause uncertainty in the Chinese market and may adversely affect performance of the Chinese economy.

The Greater China region has historically been prone to natural disasters such as earthquakes, droughts, floods and tsunamis and is economically sensitive to environmental events. Any such event could cause a significant impact on the economy of, or investments in, the Greater China region.

The Chinese economy could be adversely affected by supply chain disruptions. The effect of China’s recent relaxation of its “zero-COVID” policy on the Chinese and global supply chains and economies may not be fully known for some time.

In addition, there may be restrictions on investments in Chinese companies. For example, recent Executive Orders signed by the President of the United States prohibit U.S. persons from purchasing or investing in publicly-traded securities of companies identified by the U.S. government as “Chinese Military Industrial Complex Companies.” The list of such companies can change from time to time, and as a result of forced selling or inability to participate in an investment the Subadviser otherwise believes is attractive, the Fund may incur losses. Further, Chinese companies are subject to the risk of de-listing on U.S. exchanges, if the United States Public Company Accounting Oversight Board (the “PCAOB”) is unable to obtain access to inspect audit firms in China that are PCAOB-registered. While the PCAOB has recently obtained such access, there is no assurance that it will continue. If that access is discontinued, Chinese companies that are listed on U.S. exchanges may be required to de-list, which could materially adversely affect the markets for their securities.

The Underlying Funds may obtain exposure to companies based or operated in China by investing through legal structures known as variable interest entities (“VIEs”). Because of Chinese governmental restrictions on non-Chinese ownership of companies in certain industries in China, certain Chinese companies have used VIEs to facilitate foreign investment without distributing direct ownership of companies based or operated in China. In such cases, the Chinese operating company establishes an offshore company, and the offshore company enters into contractual arrangements with the Chinese company. These contractual arrangements are intended to give the offshore company the ability to exercise power over and obtain economic rights from the Chinese company. Shares of the offshore company, in turn, are listed and traded on exchanges outside of China and are available to non-Chinese investors, such as the Underlying Funds. This arrangement allows non-Chinese investors in the offshore company to obtain economic exposure to the Chinese company without direct equity ownership in the Chinese company.

Although VIEs are a longstanding industry practice and well known to officials and regulators in China, VIEs are not formally recognized under Chinese law. There is a risk that China may cease to tolerate VIEs at any time or impose new restrictions on the structure, in each case either generally or with respect to specific industries, sectors or companies. Actions by Chinese authorities could include revoking the business licenses of Chinese operating companies with VIE structures, imposing fines or penalties, confiscating income or assets, nationalizing the Chinese operating company, discontinuing or restricting operations in China, requiring changes to corporate structuring and contractual arrangements, prohibiting the use of proceeds from overseas financing or otherwise taking adverse regulatory or enforcement actions. Investments involving a VIE may also pose additional risks because such investments are made through a company whose interests in the underlying Chinese company are established through contract rather than through equity ownership. For example, in the event of a dispute, the offshore company’s contractual claims with respect to the Chinese company may be deemed unenforceable in China, thus limiting (or eliminating) the remedies and rights available to the offshore company and its investors, and a U.S.-listed company may expend substantial resources attempting to enforce the arrangements. Such legal uncertainty may also be exploited against the interests of the offshore company and its investors. Further, the interests of the equity owners of the Chinese company may conflict with the interests of the investors of the offshore company, and the fiduciary duties of the officers and directors of the Chinese company may differ from, or conflict with, the fiduciary duties of the officers and directors of the offshore company. The VIE structure generally restricts the Underlying Funds’ ability to influence the Chinese company through proxy voting and other means and may restrict the ability of an issuer to pay dividends to shareholders from the Chinese company’s earnings. VIE structures also could face delisting or other ramifications for failure to meet the requirements of the Securities and Exchange Commission, the Public Company Accounting Oversight Board or other United States regulators. If these risks materialize, the value of investments in VIEs could be adversely affected and the Underlying Funds could incur significant losses with no recourse available.

The Underlying Funds may invest in the equity securities of real estate investment trusts (“REITs”). A REIT is a corporation or business trust that invests in real estate and derives its income from rents or sales of real property or interest on loans secured by mortgages on real property. The market value of REITs may be affected by numerous factors, including decreases in the value of real estate, vacancies, decreases in lease rates, defaults by lessees, changes in the tax laws or by their inability to qualify for the tax-free pass-through of their income. The economic impacts of COVID-19 have created a unique challenge for real estate markets. Many businesses have either partially or fully transitioned to a remote-working environment and this transition may negatively impact the occupancy rates of commercial real estate over time. Similarly, trends in favor of online shopping may negatively affect the real estate market for commercial properties.

The Underlying Funds may pay reasonable negotiated fees in connection with loaned securities, so long as such fees are set forth in a written contract and approved by its Board of Trustees. In addition, the Underlying Funds shall, through the ability to recall securities prior to any required vote, retain voting rights over the loaned securities.

To the extent that the Underlying Funds purchase illiquid securities or securities that are restricted as to resale, the Underlying Funds may incur additional risks and costs. Illiquid and restricted securities may be particularly difficult to value and their disposition may require greater effort and expense than more liquid securities. The Underlying Funds may be required to incur costs in connection with the registration of restricted securities in order to dispose of such securities.

If one or more instruments in a Fund’s portfolio become illiquid, the Underlying Funds may exceed their limit on illiquid instruments. If this occurs, the Underlying Funds must take steps to bring the aggregate amount of illiquid instruments back within the prescribed limitations as soon as reasonably practicable. However, this requirement will not force an Underlying Fund to liquidate any portfolio instrument where the Underlying Funds would suffer a loss on the sale of that instrument.

Debt securities have varying levels of sensitivity to changes in interest rates. In general, the price of a debt security can fall when interest rates rise and can rise when interest rates fall. Securities with longer maturities can be more sensitive to interest rate changes. The longer the maturity of a security, the greater the impact a change in interest rates could have on the security’s price. In addition, short-term and long-term interest rates do not necessarily move in the same amount or the same direction. Short-term securities tend to react to changes in short-term interest rates, and long-term securities tend to react to changes in long-term interest rates.

Debt securities, particularly mortgage-backed securities, are subject to prepayment risk. Prepayment risk occurs when the issuer of a security can repay principal prior to the security’s maturity. Securities subject to prepayment can offer less potential for gains during a declining interest rate environment and similar or greater potential for loss in a rising interest rate environment. In addition, the potential impact of prepayment features on the price of a debt security can be difficult to predict and result in greater volatility. The Underlying Funds do not anticipate investing more than 5% of their respective assets in mortgage-backed securities.

The Underlying Funds may invest in zero-coupon, step-coupon and pay-in-kind securities. These securities are debt securities that do not make regular interest payments. Zero-coupon and step-coupon securities are sold at a deep discount to their face value, and pay-in-kind securities pay interest through the issuance of additional securities.

The market value of these debt securities generally fluctuates in response to changes in interest rates to a greater degree than interest-paying securities of a comparable term and quality. The secondary market value of corporate debt securities structured as zero-coupon securities or pay-in-kind securities may be more volatile in response to changes in interest rates than debt securities that pay interest periodically in cash. Because such securities do not pay current interest but instead accrue such income, to the extent that the Underlying Funds do

not have available cash to meet distribution requirements with respect to such income, they could be required to dispose of portfolio securities that they would not otherwise. Such disposition could be at a disadvantageous price. Investments in such securities also involve certain tax considerations.

The Underlying Funds from time to time may also purchase indebtedness and participations, both secured and unsecured, of debtor companies in reorganization or financial restructuring. Such indebtedness may be in the form of loans, notes, bonds or debentures. When the Underlying Funds purchase a participation interest they assume the credit risk associated with the bank or other financial intermediary as well as the credit risk associated with the issuer of any underlying debt instrument. The Underlying Funds may also purchase trade and other claims against, and other unsecured obligations of, such debtor companies, which generally represent money due a supplier of goods or services to such company. Some debt securities purchased by the Underlying Funds may have very long maturities. The length of time remaining until maturity is one factor that the Adviser considers in purchasing a particular debt security. The purchase of indebtedness of a troubled company always involves a risk as to the creditworthiness of the issuer and the possibility that the investment may be lost. The Adviser believes that the difference between perceived risk and actual risk creates the opportunity for profit, which can be realized through thorough analysis. There are no established markets for some of this indebtedness, and it is less liquid than more heavily traded securities. Indebtedness of the debtor company to a bank is not the security of the banks issuing or selling them. The Underlying Funds may purchase loans from national and state chartered banks as well as foreign ones. The Underlying Funds may invest in senior indebtedness of debtor companies, although on occasion subordinated indebtedness may also be acquired. The Underlying Funds may also invest in distressed first mortgage obligations and other debt secured by real property. The Underlying Funds do not currently anticipate investing more than 10% of their total assets in trade and other claims.

Effective August 19, 2022, the Fund began complying with Rule 18f-4 under the 1940 Act, which governs the use of derivative investments and certain financing transactions (e.g. reverse repurchase agreements) by registered investment companies. Compliance with Rule 18f-4 by the Fund could, among other things, make derivatives more costly, limit their availability or utility, or otherwise adversely affect their performance. For more information, please see the “Use of Derivatives” section on page 15.

The Underlying Funds may invest in debt securities that have a rating of, or equivalent to, at least “BBB” by S&P Global Ratings (“S&P”) or “Baa” by Moody’s Investors Services, Inc. (“Moody’s”), or if unrated, are judged by the Adviser to be of comparable quality. Except for Baron Small Cap Fund, which may invest up to 20% of its total assets, the Underlying Funds may invest up to 35% of their total assets in such securities. Because the creditworthiness of an issuer may change more rapidly than is able to be timely reflected in changes in credit ratings, the Adviser monitors corporate debt securities of issuers held in the Underlying Funds’ equity portfolios. The Adviser could be wrong in its analysis. A general economic downturn or a significant increase in interest rates could severely disrupt the market for medium and lower-rated corporate debt securities and adversely affect the market value of such securities and lead to increased incidences of default. Yields on medium and lower-rated corporate debt securities in the Underlying Funds’ portfolios that are interest rate sensitive can be expected to fluctuate over time.

Except for Baron Asset Fund, the Underlying Funds may sell securities short. The Underlying Funds may sell a security that the Underlying Funds do not own. In order to do so, the Underlying Funds must borrow a security to deliver it to the purchaser and later buy that security in the market and return it to the lender. The Underlying Funds may establish short positions in securities that the Adviser believes have limited growth prospects or are over-priced, or in securities of companies the Adviser believes are poorly managed or have highly leveraged balance sheets. The Underlying Funds may also establish a short position in a security to hedge exposure to a particular company or to hedge exposure to a certain industry or sector of the market. The Underlying Funds may also short market indices to hedge against broad movements in the market. The value of a security sold short could increase and the Underlying Funds would have to pay more to buy the security to return to the lender than it received from the purchaser in the short sale. The Underlying Funds’ risk of loss in these types of short sales is theoretically unlimited because there is no limit to the cost of replacing the borrowed security. The Underlying Funds may also sell a security short that the Underlying Funds own or a security equivalent in kind or amount to a security the Underlying Funds have a right to obtain (for example, a security convertible into the security sold short or a security that the Adviser believes will be deliverable upon the closing of a transaction). The Underlying Funds may also sell securities short when, in the opinion of the Adviser, the position is covered by owning a security that has ownership rights to assets that include all of the assets of the security shorted. If the value of the securities in these types of short sales increases, the Underlying Funds lose the opportunity to participate in the gain of the covered positions.

Except for Baron Asset Fund, the Underlying Funds may write (sell) put and covered call options and purchase put and call options on equity and/or debt securities. Baron Asset Fund may write (sell) covered call options or purchase put options on equity and/or debt securities. The Underlying Funds may also enter into equity swap transactions. All calls sold by the Underlying Funds must be “covered” (i.e., a Fund must own the underlying securities) or must meet the asset segregation requirements described below for as long as the call is outstanding. Even though the Underlying Funds will receive the option premium to help protect it against loss, a call sold by a Fund exposes the Underlying Funds during the term of the option to possible loss of opportunity to realize appreciation in the market price of the underlying security or instrument and may require the Underlying Funds to hold a security or instrument that it might otherwise have sold, and a put sold by a Fund exposes the Underlying Funds to potential loss in the amount of the difference between the exercise price and the market value of the underlying security.

A put option gives the purchaser of the option, upon payment of a premium, the right to sell, and the writer, when exercised, the obligation to buy, the underlying security at the exercise price. A call option, upon payment of a premium, gives the purchaser of the option the right to buy, and the seller, if exercised, the obligation to sell, the underlying security at the exercise price. An American style put or call option may be exercised at any time

during a fixed period, while a European style put or call option may be exercised only upon expiration or during a fixed period prior thereto. The Underlying Funds may engage in either style of option. The Underlying Funds are authorized to engage in transactions with respect to exchange-listed options, over-the-counter options (“OTC options”) and other derivative investments. Exchange-listed options are issued by a regulated financial intermediary, such as the Options Clearing Corporation (“OCC”), which guarantees the performance of the obligations of the parties to such options. The discussion below uses the OCC as an example, but it is also applicable to other financial intermediaries.

Rather than taking or making delivery of the underlying security through the process of exercising the option, listed options are usually closed by entering into offsetting purchase or sale transactions that do not result in ownership of the new option. The Underlying Funds’ ability to close out its position as a purchaser or seller of an OCC or exchange-listed put or call option is dependent, in part, upon the liquidity of the option market. Among the possible reasons for the absence of a liquid option market on an exchange are: (i) insufficient trading interest in certain options; (ii) restrictions on transactions imposed by an exchange; (iii) trading halts, suspensions or other restrictions imposed with respect to particular classes or series of options or underlying securities, including reaching daily price limits; (iv) interruption of the normal operations of the OCC or an exchange; (v) inadequacy of the facilities of an exchange or OCC to handle current trading volume; or (vi) a decision by one or more exchanges to discontinue the trading of options (or a particular class or series of options), in which event the relevant market for that option on that exchange would cease to exist, although outstanding options on that exchange would generally continue to be exercisable in accordance with their terms. The hours of trading for listed options may not coincide with the hours during which the underlying instruments are traded. To the extent that the option markets close before the markets for the underlying instruments, significant price and rate movements can take place in the underlying markets that cannot be reflected in the option markets.

OTC options are purchased from or sold to securities dealers, financial intermediaries or other parties (“Counterparties”) through direct bilateral agreement with the Counterparty. In contrast to exchange-listed options, which generally have standardized terms and performance mechanics, all the terms of an OTC option are negotiated by the parties. The Underlying Funds generally expect to enter into OTC options that have cash settlement provisions, although they are not required to do so.

Equity swap transactions are entered into with financial intermediaries through a direct agreement with the Counterparty, generally an ISDA Master Agreement, the specific terms of which are negotiated by the parties. The Underlying Funds may use equity swaps, or other derivative instruments, for hedging purposes against potential adverse movements in security prices or for non-hedging purposes such as seeking to enhance return. The Underlying Funds may be required to post collateral for such transactions.

There is no central clearing or, unless the parties provide for it, guaranty function in an OTC option or derivative, including certain swaps. As a result, if the Counterparty fails to make or take delivery of the security or other instrument, or fails to make a cash settlement payment due in accordance with the option, the Underlying Funds will lose any premium they paid for the option as well as any anticipated benefit of the transaction. The Adviser must assess the creditworthiness of each Counterparty to determine the likelihood that the terms of the OTC option or the derivative will be satisfied. The Underlying Funds will engage in OTC option transactions and derivatives only with qualified Counterparties. The staff of the SEC currently takes the position that OTC options purchased by the Underlying Funds, and portfolio securities “covering” the amount of the Underlying Funds’ obligation pursuant to an OTC option sold by it (the cost of the sell-back plus any in-the-money amount) are illiquid and subject to the Underlying Funds’ limitations on investments in illiquid securities, unless the Underlying Funds have the legal right to terminate the option on not more than seven days notice and the Counterparty has a high credit quality rating.

Forward Foreign Exchange Transactions. Certain Underlying Funds may enter into forward currency contracts (“forwards”) in connection with settling purchases or sales of securities, to hedge the currency exposure associated with some or all of the Underlying Fund’s investments or as part of its investment strategy. Forwards are OTC contracts to purchase or sell a specified amount of a specified currency or multinational currency unit at a set price on a future date. The market value of a forward fluctuates with changes in foreign currency exchange rates. Forwards are marked to market daily based upon foreign currency exchange rates from an independent pricing service, and the change in value is recorded as unrealized appreciation or depreciation. An Underlying Fund will record a realized gain or loss when the forward is closed. Forwards are highly volatile, involve substantial currency risk and may also involve credit and liquidity risks.

Currency Futures. An Underlying Fund may also seek to enhance returns or hedge against the decline in the value of a currency through use of currency futures or options thereon. Currency futures are similar to forward foreign exchange transactions except that futures are standardized, exchange-traded contracts while forward foreign exchange transactions are traded in the OTC market. Currency futures involve substantial currency risk, and also involve leverage risk.

Currency Options. An Underlying Fund may also seek to enhance returns or hedge against the decline in the value of a currency through the use of currency options. Currency options are similar to options on securities. For example, in consideration for an option premium the writer of a currency option is obligated to sell (in the case of a call option) or purchase (in the case of a put option) a specified amount of a specified currency on or before the expiration date for a specified amount of another currency. An Underlying Fund may engage in transactions in options on currencies either on exchanges or OTC markets. An Underlying Fund may write covered call options on up to 100% of the currencies in its portfolio. Currency options involve substantial currency risk, and may also involve credit, leverage or liquidity risk.

Limitations on Currency Transactions. An Underlying Fund will not hedge a currency in excess of the aggregate market value of the securities that it owns (including receivables for unsettled securities sales), or has committed to purchase or anticipates purchasing, which are denominated in such currency. Open positions in forward foreign exchange transactions used for non-hedging purposes will be covered by the segregation of liquid assets and are marked to market daily.

Risk Factors in Hedging Foreign Currency. Hedging transactions involving currency instruments involve substantial risks, including correlation risk. While an Underlying Fund’s use of currency instruments to effect hedging strategies is intended to reduce the volatility of the net asset value of the Underlying Fund’s shares, the net asset value of the Underlying Fund’s shares will fluctuate. Moreover, although currency instruments will be used with the intention of hedging against adverse currency movements, transactions in currency instruments involve the risk that anticipated currency movements will not be accurately predicted and that the Underlying Fund’s hedging strategies will be ineffective. To the extent that an Underlying Fund hedges against anticipated currency movements that do not occur, the Underlying Fund may realize losses and decrease its total return as the result of its hedging transactions. Furthermore, an Underlying Fund will only engage in hedging activities from time to time and may not be engaging in hedging activities when movements in currency exchange rates occur. In connection with its trading in forward foreign currency contracts, an Underlying Fund will contract with a foreign or domestic bank, or foreign or domestic securities dealer, to make or take future delivery of a specified amount of a particular currency. There are no limitations on daily price moves in such forward contracts, and banks and dealers are not required to continue to make markets in such contracts. There have been periods during which certain banks or dealers have refused to quote prices for such forward contracts or have quoted prices with an unusually wide spread between the price at which the bank or dealer is prepared to buy and that at which it is prepared.

Each Underlying Fund is operated by the Adviser in reliance on an exclusion, granted to operators of registered investment companies such as the Underlying Funds, from registration as a “commodity pool operator” (“CPO”), with respect to the Underlying Fund, under the Commodity Exchange Act (the “CEA”) and, therefore, is not subject to registration or regulation as a CPO under the CEA. The Underlying Funds may be limited in their ability to use commodity futures or options thereon, engage in certain swap transactions or make certain other investments (collectively, “commodity interests”) if the Adviser continues to claim the exclusion from the definition of CPO with respect to such Underlying Funds. In order for the Adviser to be eligible to continue to claim this exclusion, if an Underlying Fund uses commodity interests other than for bona fide hedging purposes (as defined by the Commodity Futures Trading Commission (the “CFTC”)), the aggregate initial margin and premiums required to establish those positions (after taking into account unrealized profits and unrealized losses on any such positions and excluding the amount by which options are “in-the-money” at the time of purchase) may not exceed 5% of the Fund’s NAV, or, alternatively, the aggregate net notional value of those positions, as determined at the time the most recent position was established, may not exceed 100% of the Fund’s NAV (after taking into account unrealized profits and unrealized losses on any such positions). In addition to meeting one of the foregoing trading limitations, an Underlying Fund may not market itself as a commodity pool or otherwise as a vehicle for trading in the commodity futures, commodity options or swaps markets. Even if an Underlying Fund’s direct use of commodity interests complies with the trading limitations described above, the Underlying Fund may have indirect exposure to commodity interests in excess of such limitations. Such exposure may result from the Fund’s investment in other investment vehicles, including investment companies that are not managed by the Adviser or one of its affiliates, certain securitized vehicles that may invest in commodity interests and/or non-equity REITs that may invest in commodity interests (collectively, “underlying investment vehicles”). Because the Adviser may have limited or no information as to the commodity interests in which an underlying investment vehicle invests at any given time, the CFTC has issued temporary no-action relief permitting registered investment companies, such as the Underlying Funds, to continue to rely on the exclusion from the definition of CPO. The Adviser, on behalf of the Underlying Funds, has filed the required notice to claim this no-action relief. In order to rely on the temporary no-action relief, the Adviser must meet certain conditions and the Underlying Funds must otherwise comply with the trading and market limitations described above with respect to their direct investments in commodity interests.

registered investment companies. Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a specified limited amount to apply a value-at-risk based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. A fund that uses derivative instruments in a limited amount will not be subject to the full requirements of Rule 18f-4. Compliance with Rule 18f-4 could, among other things, make derivatives more costly, limit their availability or utility, or otherwise adversely affect their performance.

The Underlying Funds may invest in “special situations.” A special situation arises when, in the opinion of the Adviser, the securities of a company will be recognized and appreciate in value due to a specific anticipated development at that company. Such developments might include a new product, a management change, an acquisition or a technological advancement. The risk of investing in special situations is that the anticipated development does not occur or its impact is not what the Adviser expected.

From time to time, certain of the companies in which an Underlying Fund invests may operate in, or have dealings with, countries subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. A company may suffer damage to its reputation if it is identified as a company which operates in, or has dealings with, countries subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. As an investor in such companies, the Underlying Fund will be indirectly subject to those risks.

The Fund offers three classes of shares, Retail Shares, Institutional Shares and TA Shares, which differ only in their ongoing fees and eligibility requirements. Retail Shares are available to all investors but are not available directly through the Fund’s transfer agent, and account minimums range from $500 to $2,000, depending on the account type. TA Shares are available only to investors who purchase shares of the Fund directly through the Fund’s transfer agent. TA Shares do not charge a 12b-1 fee or make revenue sharing payments, to include payments for sub-transfer agency or record-keeping services. Investment minimums for TA Shares range from $500 to $2000 depending on the account type. TA Shares are not currently available to financial intermediaries. Institutional Shares are for accounts in the amount of $1,000,000. Institutional Shares are intended for certain financial intermediaries that offer shares of the Fund through fee-based platforms, retirement platforms or other platforms for which the financial intermediary provides services and is not compensated by the Fund for those services. Shareholders meeting the eligibility requirements for the Institutional Shares may also purchase Institutional Shares directly without paying a sales charge or any other additional fees. Employees/Directors of the Adviser and its affiliates and Trustees of the Baron Funds^® are not subject to the eligibility requirements for Institutional Shares. For more information, please see the “How to Purchase Shares” section on pages 34-36 of the Prospectus. The Fund reserves the right, without prior notice, to change the eligibility requirements of its share classes, including the types of investors who are eligible to purchase each share class.

The Fund has adopted investment restrictions, described below, which are fundamental policies of the Fund and may not be changed without the approval by a majority of the Fund’s shareholders or at least two-thirds of a quorum of a majority of the shareholders. Unless otherwise noted, all percentage restrictions are measured as of the time of the purchase.

As a non-fundamental policy, the Fund may not invest more than 15% of its respective net assets in restricted or illiquid securities, including repurchase agreements maturing in more than seven days.

The Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategy in attempting to respond to adverse market, economic, political, or other conditions. In such circumstances, the Adviser may invest all or a portion of the Fund’s assets in cash or cash equivalents, such as money market instruments, which include U.S. Government securities, certificates of deposit, short-term investment grade corporate bonds and other short term debt instruments, and repurchase agreements. Taking such a temporary defensive position may cause the Fund not to achieve its investment goals.

The Board has adopted policies and procedures governing the disclosure of the Fund’s portfolio holdings.

Quarterly: The Fund posts on the Baron Funds^® website, usually on the fifth business day after the quarter end, the top ten long positions held by the Fund, stated as a percentage of net assets. In addition, the Fund posts on the Baron Funds^® website, usually on the fifth business day after the quarter end, all long securities positions of the Fund’s net assets and the cash position at the most recent quarter end. All of this information will remain on the Baron Funds^® website until the next quarter end’s information is posted.

Monthly: In addition, the Fund posts on the Baron Funds^® website, usually the tenth business day after month end, the ten largest long positions of the Fund, stated as a percentage of net assets. This information will remain on the Baron Funds^® website until the next month end’s information is posted.

Other information of the Underlying Funds that may be of interest to investors, such as industry breakdowns and a historical analysis of security impact, may be available on the Baron Funds^® website. The website address is www.BaronFunds.com. The link to Fund information is www.baronfunds.com/products. Holdings information for the Fund and each Underlying Fund can be accessed from this link.

The Fund may release the portfolio information to persons earlier than the dates stated above only if certain members of senior management of the Fund determine that the release of such information is in the best interest of the Fund’s shareholders, that there is a legitimate business purpose and where the recipient agrees in writing to maintain the confidentiality of the information and not to trade on the information.

If the Fund inadvertently releases the information prior to the dates stated above to any person, and there was no agreement as described, the Fund will promptly post the information to the website. The Fund may also release what the Adviser reasonably believes to be immaterial information as the Adviser deems appropriate.

No employee of the Fund or the Adviser is allowed to accept compensation or consideration in any form with respect to the release of the Fund’s portfolio holdings. “Consideration” includes any agreement to maintain assets in the Fund or in other investment companies or accounts managed by the Adviser. Any exceptions to any of the Fund’s disclosure policies are reported to the Board.

The Board’s role in management of the Trust is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Trust, primarily the Adviser and its affiliates, have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, cybersecurity risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its scheduled meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Adviser. The Board’s Audit Committee (which consists of three trustees who are not affiliated with the Adviser (“Independent Trustees”)) and counsel to the Independent Trustees meet regularly with the Trust’s independent registered public accounting firm and the Trust’s Chief Financial Officer. The Board also receives periodic presentations from senior personnel of the Adviser or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as business continuity, anti-money laundering, personal trading, valuation, credit, investment research and securities lending. The Board has adopted policies and procedures designed to address certain risks to the Fund. In addition, the Adviser and other service providers to the Fund have adopted a variety of policies, procedures and controls designed to address particular risks to the Fund. However, it is not possible to eliminate all of the risks applicable to the Fund. The Board also receives reports from counsel to the Adviser and the Board’s own independent legal counsel regarding regulatory compliance and governance matters. The Board’s oversight role does not make the Board a guarantor of the Trust’s investments or activities.

The 1940 Act requires that at least 40% of the Fund’s trustees not be “interested persons” (as defined in the 1940 Act) of the Fund, and to rely on certain exemptive rules under the 1940 Act, a majority of the Fund’s trustees must not be interested persons of the Fund. For certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Trustees who are Independent Trustees. Currently, eight of the Trustees are not interested persons of the Trust (as such, the Trustees are not affiliated with the Adviser). The Chairman of the Board, Linda Martinson, is an interested person of the Trust (“Interested Trustee”), and the Independent Trustees have designated a lead Independent Trustee who chairs meetings or executive sessions of the Independent Trustees, reviews and comments on Board meeting agendas, represents the views of the Independent Trustees to management and facilitates communication among the Independent Trustees and their independent legal counsel. The Board has determined that its leadership structure, in which the Independent Trustees have designated a lead Independent Trustee to function as described above is appropriate in light of the services that the Adviser and its affiliates provide to the Trust and potential conflicts of interest that could arise from these relationships.

Trustees of the Trust, together with information as to their positions with the Trust, principal occupations and other board memberships and affiliations for the past five years, are shown below. Each Trustee serves as Trustee of a Fund until its termination; until the Trustee’s retirement, resignation or death; or as otherwise specified in the Trust’s organizational documents. Unless otherwise noted, the address of each Executive Officer and Trustee is Baron Select Funds, 767 Fifth Avenue, 49th Floor, New York, NY 10153. All Trustees listed below, whether Interested or Independent, serve as Trustees for the Trust.

Independent Trustee of the Board. Mr. Noveck was also employed by the Firm as a Managing Director from 1985 to 1987. From 1988 through 1989, Mr. Noveck was Executive Vice President of Lifetime Corp., one of America’s largest providers of home health care personnel, and from 1990 until his retirement in 1998, he was the founder, President and Chief Operating Officer of Strategic Systems. Inc., provider of The Medical Information Line, an automated nationwide provider of consumer health information via touch tone telephone networks. Mr. Noveck is a CPA and has experience preparing, auditing, analyzing and evaluating financial statements. Prior to joining Baron Capital in 1985, Mr. Noveck was the Strategic Business Unit Director for Mental Health and Aging Products, the largest prescription pharmaceutical division for Sandoz Pharmaceuticals, now part of Novartis. He also served on the Board of NYSE listed Horizon/CMS Healthcare, from 1987 until its 1998 merger with Healthsouth and, as a CPA, has audited public companies including mutual funds and brokerage firms.

Marvelle Sullivan—Mrs. Sullivan was an Advisory Board Member of the Trust and the Board of the Baron mutual funds of Baron Investment Funds Trust from February of 2020 to May of 2020 and has been a Trustee of the Trust and the Board of the Baron mutual funds of Baron Investment Funds Trust since May of 2020. In addition to her tenure as a Trustee of the Baron mutual funds, Ms. Sullivan is the founder and CEO of Marvelle Co., a global firm that specializes in activating strategic imperatives and transformative growth through business model innovation and sophisticated deal-making, with a focus on healthcare and technology. Prior to launching

MCo, Marvelle was a Managing Director at J.P. Morgan in New York, where she forged the U.S. healthcare venture, Haven, among J.P. Morgan, Berkshire Hathaway and Amazon. She previously spent over a decade with Novartis at its headquarters in Switzerland, where, as Global Head of M&A, she was responsible for over $100 billion of transactions, including Novartis’ large-scale and multi-transaction Portfolio Transformation, and represented Novartis on the Board of its Consumer Health JV with GSK. Earlier in her career, Marvelle specialized in capital markets and M&A as an associate at the London office of the “magic circle” law firm, Allen & Overy. Marvelle also currently serves as a Board member of the London School of Economics (LSE) North American Advisory Board.

Errol Taylor—Mr. Taylor has been a Trustee of the Trust and the Board of mutual funds of the Baron Investment Funds Trust since December of 2020. Mr. Taylor is a former partner of Milbank LLP, where he led the biopharma intellectual property law practice and chaired the Diversity Committee. Prior to joining Milbank, Mr. Taylor served on the executive committee of Fitzpatrick, Cella, Harper and Scinto LLP. Before becoming a lawyer, Mr. Taylor worked as a scientist conducting preclinical research for Bristol-Myers Squibb Company. Mr. Taylor specializes in advising companies regarding complex technology protection and transactions and has decades of experience representing companies in multinational technology litigation. He has served as lead counsel in litigations regarding some of the world’s largest pharmaceutical products. Mr. Taylor is an adjunct professor of law at New York Law School, and currently serves on the boards of Clark Atlanta University and New York Law School.

The Board believes that the foregoing specific experiences, qualifications, attributes and skills of each Trustee have prepared them to be effective Trustees. The Board also believes that such qualities demonstrate that its members have the ability to exercise effective business judgment in the performance of their duties.

The Independent Trustees do not own any securities of the Adviser, the Distributor or any other entity controlling, controlled by or under common control with the Adviser or Distributor.

The Fund, the Adviser and the Distributor have adopted a written Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. The Code of Ethics prohibits employees from investing in securities held by the Underlying Funds.

The Fund has delegated all decision making on proxy voting to the Adviser. The Adviser makes its own independent voting decisions, although it may consider recommendations from third parties in its decision-making process. The Adviser makes voting decisions solely in the best interests of the Fund and their shareholders. It is the policy of the Adviser in voting proxies to vote each proposal with the goal of maximizing long-term investment returns for the Fund.

The Adviser uses guidelines which are reviewed quarterly by a Proxy Review Committee established by the Adviser. While the Adviser makes investment decisions based, in part, on the strength of a company’s management team, it will not automatically support management proposals if such proposals are inconsistent with the Adviser’s Proxy Voting Policies and Procedures.

If it is determined that there is a potential material conflict of interest between the interests of the Adviser and the interests of the Fund, the Proxy Review Committee will review the matter and may either (i) request that the Fund consent to the Adviser’s vote, (ii) vote in accordance with the published recommendations of an independent proxy voting service or (iii) appoint an independent third party to vote.

The Adviser to the Fund, BAMCO, is a New York corporation with its principal offices at 767 Fifth Avenue, New York, NY 10153 and a subsidiary of BCG. Mr. Baron is the controlling stockholder of BCG. Mr. Baron has

The Fund pays all operating and other expenses not borne by the Adviser such as: audit, accounting and legal fees; custodian fees; expenses of registering and qualifying their shares with federal and state securities commissions; expenses in preparing shareholder reports and proxy solicitation materials; expenses associated with the Fund’s shares, such as dividend disbursing, transfer agent and registrar fees; certain insurance expenses; compensation of Independent Trustees and other miscellaneous business expenses. The Fund also pay the expenses of offering the shares of the Fund, including the registration and filing fees, legal and accounting fees and costs of printing the Prospectus and related documents. The Fund also pays all taxes imposed on it and all brokerage commissions and expenses incurred in connection with its portfolio transactions.

The Adviser utilizes the staffs of BCG and its subsidiary BCM to provide research. Directors, Officers or employees of the Adviser and/or its affiliates may also serve as Officers or Trustees of the Fund or of other funds managed by the Adviser. BCM is an investment adviser to institutional and individual accounts. Clients of BCM and the other funds managed by the Adviser have investment goals which may or may not vary from those of each other and of the Fund. BCM and the Adviser invest in substantially similar or the same securities as the Underlying Funds, other client accounts and in the accounts of principals and employees of BCM and its affiliates. When the same securities are purchased for or sold by the Underlying Funds and any of such other accounts, it is the policy of the Adviser and BCM to allocate such transactions in a manner deemed equitable by the Adviser. All personal trading by employees is subject to the Code of Ethics of the Fund and the Adviser. In certain circumstances, the Adviser may make investments for the Underlying Funds that conflict with investments being made by BCM. The Adviser may also make investment decisions for the Underlying Funds that are inconsistent with the investment decisions for other Underlying Funds it manages.

The Advisory Agreement provides that the Fund may use “Baron” as part of its name for so long as the Adviser serves as the investment adviser to the Fund. The Fund acknowledge that the word “Baron” in its name is derived from the name of the entities controlling, directly or indirectly, the Adviser, which derive their name from Ronald Baron, that such name is the property of the Adviser and its affiliated companies for copyright and/or other purposes, and that if for any reason the Adviser ceases to be the Fund’s investment adviser, the Fund will

promptly take all steps necessary to change its name to one that does not include “Baron,” unless they receive the Adviser’s written consent to continue using the name.

The Advisory Agreement provides that the Adviser shall have no liability to the Fund or its shareholders for any error of judgment or mistake of law or for any loss suffered by the Fund on account of any action taken in good faith, provided that the Adviser shall not be protected against liabilities arising by virtue of willful misfeasance, bad faith or gross negligence, or reckless disregard of the Adviser’s obligations under the Advisory Agreement.

The Advisory Agreement is terminable without penalty by the Fund (when authorized by a majority vote of the shareholders or the Trustees) or the Adviser on 60 days’ written notice. The Advisory Agreement shall automatically terminate in the event of its “assignment” (as defined by the 1940 Act).

The Fund has a distribution agreement with BCI with its principal offices located at 767 Fifth Avenue, New York, NY 10153. BCI is an affiliate of BAMCO.

The Fund and/or the Distributor have agreements with various financial intermediaries pursuant to which various services may be provided to the Fund or their shareholders. See “Distribution and Servicing Arrangements” in the Prospectus.

The Distributor does not receive underwriting commissions, but the Fund’s distribution and servicing plan for Retail Shares adopted pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plan”) authorizes the Fund to pay the Distributor a distribution and servicing fee equal to 0.25% per annum of the Fund’s average daily net assets attributable to the Retail Shares. The 12b-1 fees are paid to the Distributor in connection with (a) activities and expenses primarily intended to result in the sale of Retail Shares and/or the servicing of Retail Shares shareholder accounts and/or (b) providing services to holders of Retail Shares of the Fund and/or maintaining accounts in the Retail Shares of the Fund, including, but not limited to, (i) compensation to financial intermediaries (as described in the Prospectus) that have entered into an agreement with the Distributor; (ii) compensation to and expenses of registered representatives and/or employees of the Distributor who engage in or support distribution of Retail Shares or who service shareholder accounts; and (iii) printing of prospectuses and reports for other than existing holders of Retail Shares; preparation, printing and distribution of sales literature and advertising materials for Retail Shares; and telephone expenses and other identifiable expenses in connection with the foregoing. The total amount of the 12b-1 fee is payable to the Distributor, regardless of the actual expenses incurred, which expenses may be more or less than the 12b-1 fees received by the Distributor.

The 12b-1 Plan requires that the Trust will cause to be provided to the Board a written report, at least quarterly, of the amounts of all expenditures pursuant to the 12b-1 Plan and related agreements, and the purposes for which such expenditures were made for the preceding fiscal quarter.

The Independent Trustees have no direct or indirect financial interest in the operation of the 12b-1 Plan or any agreement thereunder. The Interested Trustees have such an interest.

The 12b-1 Plan has been approved by the Board, including a majority of the Independent Trustees. In approving the 12b-1 Plan, the Board considered various factors and determined that there is a reasonable likelihood that the 12b-1 Plan will benefit the Fund and its Retail Shares shareholders. The anticipated benefits include the following: (i) the likelihood of attracting and retaining investments in the Retail Shares; (ii) the potential benefits of a larger asset base, including reduced expenses; and (iii) potential benefits to investors in the Retail Shares of the services to be provided pursuant to the 12b-1 Plan.

Unless terminated in accordance with its terms, the 12b-1 Plan will continue in effect for a one year period, and from year to year thereafter if such continuance is specifically approved at least annually by the Board and by the Independent Trustees, with such votes being cast in person at a meeting called for the purpose of such vote.

The 12b-1 Plan may be terminated at any time by the vote of a majority of the Independent Trustees or by the vote of a majority of the outstanding Retail Shares. The 12b-1 Plan may not be amended to increase materially the amount of payments to be made without the approval of holders of the Fund’s Retail Shares. All material amendments must be approved by a vote of the Board and of the Independent Trustees, with such votes being cast in person at a meeting called for the purpose of such vote. If the 12b-1 Plan is terminated, the Fund will owe no payments to the Distributor, other than any unpaid portion of the 12b-1 fee accrued through the effective date of termination.

PricewaterhouseCoopers LLP, 300 Madison Avenue, New York, NY 10017, is the independent registered public accounting firm for the Fund.

Ronald Baron and Michael Baron are co-portfolio managers of Baron WealthBuilder Fund.

Conflicts of interest could arise in connection with managing the Fund along with other Baron Funds^® and the accounts of other clients of the Adviser and of clients of the Adviser’s affiliated investment adviser, BCM. Because of market conditions, client investment restrictions, Adviser imposed investment guidelines and the consideration of factors such as cash availability and diversification considerations, not all investment opportunities will be available to the Underlying Funds and all clients at all times. The Adviser has joint trading policies and procedures designed to ensure that no Fund or client is systematically given preferential treatment over time. The Fund’s Chief Compliance Officer monitors allocations for consistency with this policy and reports to the Board annually. Because an investment opportunity may be suitable for multiple accounts, the Underlying Funds may not be able to take full advantage of that opportunity because the opportunity may be allocated among many or all of the Underlying Funds and accounts of clients managed by the Adviser and its affiliate.

To the extent that the Fund’s portfolio manager has responsibilities for managing other client accounts, the portfolio manager may have conflicts of interest with respect to his time and attention among relevant accounts. In addition, differences in the investment restrictions or strategies among an Underlying Fund and other accounts may cause the portfolio manager to take action with respect to another account that differs from the action taken with respect to the Fund. In some cases, another account managed by the portfolio manager may provide more revenue to the Adviser. While this may create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities, the Adviser takes all necessary steps to ensure that the portfolio manager endeavors to exercise his discretion in a manner that is equitable to the Fund and other accounts.

The Fund’s portfolio manager may be involved in determining the Fund’s allocation among the Underlying Funds. Because of the structure of the Fund, the potential conflicts of interest for the portfolio manager may be different than the potential conflicts of interest for portfolio managers who manage other Baron Funds^®. The Adviser and its affiliates may receive higher compensation as a result of allocations to Underlying Funds with higher fees.

In addition to the management of the Fund, the portfolio manager may manage accounts in a personal capacity that may include holdings that are similar to, or the same as, those of the Fund. The Fund’s portfolio manager also may have other potential conflicts of interest in managing the Fund, and the description above is not a complete description of every conflict that could exist in managing the Fund and other accounts.

The Adviser believes that it has policies and procedures in place that address the Fund’s potential conflicts of interest. Such policies and procedures address, among other things, trading practices (e.g., brokerage

commissions, cross trading, aggregation and allocation of transactions, sequential transactions, allocations of orders for execution to brokers and portfolio performance dispersion review), disclosure of confidential information and employee trading.

Mr. Ronald Baron has an employment agreement that includes a fixed base salary and a performance bonus, the ultimate amount of which is determined by the Compensation Committee of the BCG Board of Directors, in its sole discretion. The terms of his contract are based on Mr. Ronald Baron’s role as the Firm’s Founder and Chief Executive Officer and his position as portfolio manager for the majority of the Firm’s assets under management. Consideration is given to Mr. Ronald Baron’s reputation, the long-term performance records of the Underlying Funds under his management and the profitability of the Firm. The compensation for Mr. Michael Baron includes a base salary and an annual bonus that is based, in part, on the amount of assets he manages, as well as his individual long-term investment performance, his overall contribution to the Firm and the Firm’s profitability.

Since the Fund invests solely in the securities of a select number of Underlying Funds, no commissions will be paid by the Fund.

The Adviser is responsible for placing the portfolio brokerage business of the Underlying Funds. Purchase and sale orders are placed with brokers that the Adviser believes will achieve “best execution” of such orders. Best execution involves consideration of a number of factors, including direct net economic results to the Underlying Funds, the efficiency with which the transaction is executed, the ability to effect the transaction in the size and price range requested, the ability to effect the transaction with minimum impact on the market, the financial strength and stability of the broker, the broker’s familiarity with a particular security, the broker’s commitment of resources to executing the transaction and past experience with a broker.

Brokers may be willing to furnish statistical research and other factual information or services to the Adviser for no consideration other than brokerage or underwriting commissions. Research provided by brokers is used for the benefit of all of the Adviser’s or its affiliate’s clients and not solely or necessarily for the benefit of the Underlying Funds. The Adviser’s investment management personnel attempt to evaluate the quality of research provided by brokers. Results of this effort may be used by the Adviser as a consideration in the selection of brokers to execute portfolio transactions.

Investment decisions for the Underlying Funds and for other client accounts managed by BCM and the Adviser are made independent of each other in light of differing considerations for the various accounts. The same investment decision may, however, be made for two or more of the Adviser’s and/or BCM’s accounts. When this occurs, simultaneous transactions are inevitable. Purchases and sales are averaged as to price where possible and allocated to accounts in a manner deemed equitable by the Adviser in conjunction with BCM. This procedure could have a detrimental or beneficial effect upon the price or value of the security for the Underlying Funds, depending upon market conditions.

Baron Select Funds is an open-end investment company organized as a series fund under the statutory trust law of the State of Delaware. The series currently available are: Baron Partners Fund, Baron Focused Growth Fund, Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund, Baron Global Advantage Fund, Baron Real Estate Income Fund, Baron Health Care Fund, Baron FinTech Fund, Baron New Asia Fund, Baron Technology Fund and Baron WealthBuilder Fund. Shares entitle their holders to one vote per share on all matters submitted to a vote of shareholders. The Trust’s Declaration of Trust provides that no matters need be submitted to shareholders except as required by the 1940 Act. Consequently, matters such as mergers, acquisitions and sales of assets may not require shareholder approval. In the election of Trustees, shares have non-cumulative voting rights, which means that holders of more than 50% of the shares voting for the election of Trustees can elect all Trustees and, in such event, the holders of the remaining shares voting for the election of Trustees will not be able to elect any person or persons as Trustees. Shares have no preemptive or subscription rights and are transferable.

Under Delaware law, shareholders have no liability for any liabilities of the Trust or any of its series. Under the Trust’s Declaration of Trust, all liabilities and assets of the Trust are allocated among its various series and no series (and no creditor or shareholder of any series) participates in or is subject to the assets or liabilities of any other series.

The Fund expects to make all redemptions in cash but reserve the right to make payment, in whole or in part, in portfolio securities. Payment will be made other than all in cash if the Board determines that economic conditions exist that would make a cash payment detrimental to the Fund’s best interests. Portfolio securities to be so distributed, if any, would be selected at the discretion of the Board and priced as described under “How Your Shares are Priced” in the Prospectus.

As more fully set forth in the Prospectus under “How Your Shares are Priced,” the net asset value per share (“NAV”) of the Fund is calculated as of the scheduled close of the regular trading session (usually 4 p.m. E.T. or such other time as of which the Fund’s NAV is calculated (the “NAV Calculation Time”)) on the New York Stock Exchange (the “Exchange”) on any day the Exchange is scheduled to be open. The Exchange is open all weekdays that are not holidays. Annually, the Exchange publishes the holidays on which it will be closed. The

most recent announcement states it will not be open on New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving and Christmas Day.

Securities held by the Underlying Funds traded on more than one national securities exchange are valued at the last sale prices of the day as of which such value is being determined as reflected at the close of the exchange that is the principal market for such securities. For Securities traded on NASDAQ, the Underlying Funds use the NASDAQ Official Closing Price. If there are no sales on a given day, the value of the security may be the average of the most recent bid and asked quotations on such exchange or the last sale price from a prior day.

U.S. Government obligations, money market instruments, and other debt instruments held by the Underlying Funds having 60 days or less remaining until maturity generally are valued at amortized cost. Debt instruments having a greater remaining maturity will be valued on the basis of prices obtained from an independent pricing service or at the mean between the bid and ask prices from a dealer maintaining an active market in that security. The value of the Underlying Funds’ investments in convertible bonds is determined primarily by obtaining valuations from independent pricing services based on readily available bid quotations or, if quotations are not available, by methods which include various considerations such as yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. Other inputs used by an independent pricing service to value convertible bonds generally include underlying stock data, conversion premiums, listed bond and preferred stock prices and other market information which may include benchmark curves, trade execution data, and sensitivity analysis, when available. Money market instruments held by the Underlying Funds with a remaining maturity of 60 days or less are valued at amortized cost, which approximates fair value, unless an independent pricing service provides a valuation for such security or in the opinion of the board or a committee or other persons designated by the board, the amortized cost method would not represent fair value. Open-end investment companies, including securities lending collateral invested in registered investment company money market funds, are valued at their NAV each day.

Non-U.S. equity securities held by the Underlying Funds are valued on the basis of their most recent closing market prices and translated into U.S. dollars at the NAV Calculation Time except under the circumstances described below. Most foreign markets close before the NAV Calculation Time. For securities primarily traded in the Far East, for example, the most recent closing prices may be as much as 15 hours old at the NAV Calculation Time. As a result, the Adviser uses a third-party pricing service to assist in determining fair value of foreign securities. This service utilizes a systematic methodology in making fair value estimates. The Adviser may also fair value securities in other situations, for example, when a particular foreign market is closed but the Underlying Funds are open. The Adviser cannot predict how often it will use closing prices and how often it will adjust those prices. As a means of evaluating its fair value process, the Adviser routinely compares closing market prices, the next day’s opening prices in the same markets, and the adjusted prices. Other mutual funds may adjust the prices of their securities by different amounts.

The Prospectus contains information about the U.S. federal income tax consequences of ownership of shares. Certain supplementary information is presented below.

The following information is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Regulations, administrative rulings and judicial decisions as of the date hereof, all of which may be changed either retroactively or prospectively. This discussion does not address all aspects of U.S. federal income taxation that may be relevant to shareholders in light of their particular circumstances (such as alternative minimum tax consequences or Medicare contribution tax consequences) or to shareholders subject to special treatment under U.S. federal income tax laws (such as certain financial intermediaries, insurance companies,

dealers in stock or securities, tax-exempt organizations, persons who have entered into hedging transactions with respect to shares of the Fund and persons who borrow in order to acquire shares). Prospective shareholders should consult their tax advisors with respect to the particular tax consequences to them of an investment in the Fund.

This discussion addresses only shareholders who hold Fund shares as capital assets within the meaning of Section 1221 of the Code (generally, for investment). Except where specifically addressing foreign shareholders, this discussion assumes that the shareholder is (i) an individual who is a citizen or resident of the United States; (ii) a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, that was created or organized in or under the laws of the United States, any state therein or the District of Columbia; or (iii) an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source. If an entity that is classified as a partnership for U.S. federal income tax purposes holds shares of the Fund, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding Fund shares and partners in such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of holding and disposing of such shares.

The Fund has elected to qualify, and intends to remain qualified, as a regulated investment company under Subchapter M of the Code. Qualification as a regulated investment company requires, among other things, that (a) at least 90% of the Fund’s annual gross income be derived from interest; dividends; payments with respect to certain securities loans; gains from the sale or other disposition of stock, securities or foreign currencies; other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in such stock, securities or currencies; and net income from interests in “qualified publicly traded partnerships,” as defined in the Code (any such income “Qualifying Income”); and (b) the Fund diversify its holdings so that, at the end of each quarter of the taxable year, (i) at least 50% of the market value of the Fund’s assets is represented by cash and cash items, U.S. government securities, securities of other regulated investment companies and other securities limited in respect of any one issuer to an amount not greater than 5% of the value of the Fund’s total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund’s total assets is invested in the securities of any one issuer (other than U.S. government securities and securities of other regulated investment companies), of two or more issuers (other than other regulated investment companies) that are controlled by the Fund and that are engaged in the same or similar trades or businesses or related trades or businesses, or of one or more “qualified publicly traded partnerships.”

Qualification and election as a regulated investment company involve no supervision of investment policy or management by any government agency. As a regulated investment company, the Fund generally will not be subject to U.S. federal income tax on income that is distributed to shareholders, provided that the Fund distributes to its shareholders at least the sum of 90% of its “investment company taxable income” (determined prior to the deduction for dividends paid by the Fund) and 90% of its net tax-exempt interest income for each taxable year. The Fund’s “investment company taxable income” for any taxable year is its taxable income, determined without regard to net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss) for such taxable year and with certain other adjustments. Assuming that the Fund meets the 90% distribution requirement, it will generally be subject to tax at regular U.S. federal corporate income tax rates only on any income or gain that it does not distribute in a timely manner.

The Fund intends to make sufficient distributions in a timely manner in order to ensure that it will not be subject to the nondeductible 4% U.S. federal excise tax that is imposed on certain undistributed income of regulated investment companies. In general, in order for the Fund to avoid the 4% U.S. federal excise tax, the Fund must distribute in each calendar year at least (i) 98% of its ordinary income for the calendar year, (ii) 98.2% of its capital gain net income for the one-year period ending on October 31 of the calendar year and (iii) any ordinary income and capital gains for previous years that were not distributed during those years. For purposes of determining whether the Fund has met this distribution requirement, (i) certain ordinary gains and losses that

would otherwise be taken into account for the portion of the calendar year after October 31 will be treated as arising on January 1 of the following calendar year and (ii) the Fund will be deemed to have distributed any income or gains on which it has paid U.S. federal income tax.

If for any taxable year the Fund did not qualify for the special U.S. federal income tax treatment afforded to regulated investment companies (for example, by not meeting the 90% distribution requirement described above), all of its taxable income would be subject to U.S. federal income tax at regular corporate rates (without any deduction for distributions to its shareholders) and all distributions out of its current or accumulated earnings and profits would be taxable as dividend income. In such event, provided that a shareholder satisfied the applicable holding period and other requirements with respect to his shares, dividend distributions would be eligible for the dividends-received deduction in the case of a corporate shareholder, and if received by a non-corporate shareholder would be taxable to the shareholder as “qualified dividend income,” which is subject to tax at the rates applicable to long-term capital gain (currently, a maximum rate of 20%). In addition, the Fund could be required to recognize unrealized gains, pay taxes and make distributions (which could be subject to interest charges) before requalifying for taxation as a regulated investment company. However, if the Fund fails to satisfy the income test or diversification test described above, the Fund may be able to avoid losing its status as a regulated investment company by timely providing notice of such failure to the Internal Revenue Service (the “IRS”), curing such failure and possibly paying an additional tax.

Provided that the shareholder satisfies the applicable holding period and other requirements with respect to his shares, (i) distributions of the Fund’s “qualified dividend income” will be treated as “qualified dividend income” received by an individual or other non-corporate shareholder and will therefore be subject to U.S. federal income tax at the rates applicable to long-term capital gain and (ii) shareholders that are corporations may be entitled to claim a dividends-received deduction for the portion of Fund distributions that is attributable to certain dividend income received by the Fund.

If the Fund retains any net capital gains for reinvestment, it may elect to treat such capital gains as having been distributed to its shareholders. If the Fund makes such an election, each shareholder will be required to include its share of such undistributed net capital gain in income as long-term capital gain and will be entitled to claim its share of the U.S. federal income taxes paid by the Fund on such undistributed net capital gain as a credit against its own U.S. federal income tax liability, if any, and to claim a refund on a properly-filed U.S. federal income tax return to the extent that the credit exceeds such liability. In addition, each shareholder will be entitled to increase the adjusted tax basis of its Fund shares by the difference between its share of such undistributed net capital gain and the related credit. There can be no assurance that the Fund will make this election if it retains all or a portion of its net capital gain for a taxable year. A shareholder’s tax liability for such distributions will depend on the shareholder’s particular tax situation.

Shareholders who instruct the Fund to reinvest distributions in additional shares will be treated for U.S. federal income tax purposes as receiving the relevant distributions and using them to purchase shares. Thus,

distributions of investment company taxable income and net capital gains, whether received in cash or reinvested, must be reported by the shareholder on his U.S. federal income tax return.

Distributions by the Fund result in a reduction in the net asset value of the Fund’s shares. Should a distribution reduce the net asset value below a shareholder’s adjusted tax basis, such distribution could nevertheless be taxable to the shareholder as ordinary income or capital gain as described above, even though, from an investment standpoint, it may constitute a partial return of capital. In particular, investors should consider the tax implications of buying shares just prior to a distribution. Although the price of shares purchased at the time will include the amount of the forthcoming distribution, the distribution will nevertheless be taxable to the purchaser.

Any gain or loss arising from the sale or redemption of shares will be treated as capital gain or loss, and will generally be long-term capital gain or loss if the shareholder’s holding period for the shares is more than one year and short-term capital gain or loss if it is one year or less. Long-term capital gains recognized by individuals and other non-corporate shareholders on a sale or redemption of shares generally will be taxed at a maximum rate of 20%. Any loss realized on a sale or redemption will be disallowed to the extent the shares that were sold or redeemed are replaced (including pursuant to our dividend reinvestment program) with substantially identical shares within a period beginning 30 days before and ending 30 days after the sale or redemption of the shares. In such a case, the tax basis of the shares acquired will be adjusted to reflect the disallowed loss. Any loss arising from the sale or redemption of shares for which the shareholder has a holding period of six months or less will be treated for U.S. federal tax purposes as a long-term capital loss to the extent of any amount of capital gain dividends received by the shareholder with respect to such shares. For purposes of determining a shareholder’s holding period of shares, the holding period will be suspended for any periods during which the shareholder’s risk of loss is diminished as a result of holding one or more other positions in substantially similar or related property or through certain options or short sales.

A shareholder who recognizes a loss on a sale or other disposition of shares will be required to report the sale or other disposition on IRS Form 8886 if the loss exceeds an applicable threshold amount. Failure to comply with the reporting requirements gives rise to substantial penalties. Certain states, including New York, may also have similar disclosure requirements. Shareholders should consult their tax advisors to determine whether they are required to file IRS Form 8886 in connection with a sale or other disposition of shares.

You may exchange all or a portion of your shares in the Fund for shares in another Fund. Exchanges will be executed on the basis of the relative net asset value of the shares exchanged. An exchange will be considered a sale for U.S. federal income tax purposes, and you may therefore realize a gain or loss for U.S. federal income tax purposes as a result of an exchange. The Fund offers three classes of shares, Retail Shares, Institutional

Shares and TA Shares, which differ only in their ongoing fees and eligibility requirements. You may convert Retail Shares into Institutional Shares if the value of your investment in the Fund is at least $1,000,000. If the value of your investment in the Fund falls below $1,000,000 because of redemptions, the Fund may convert your Institutional Shares into Retail Shares. Retail Shares and Institutional Shares may be converted into TA Shares in the Adviser’s sole discretion. The transaction will be based on the respective net asset value per share of each class on the trade date for the conversion. For U.S. federal income tax purposes, a conversion of shares of one class for shares of another class issued by the same Fund will not be a taxable event. You should consult your own tax adviser regarding specific questions of federal, state, local or foreign tax law.

Payments on the shares and proceeds from a redemption or other disposition of shares will generally be subject to information reporting. Such amounts will be subject to backup withholding, currently at the rate of 24%, if payable to shareholders who fail to provide the Fund (or other payor) with their correct taxpayer identification numbers or to make required certifications, or who have been notified by the IRS that they are subject to backup withholding. Certain types of shareholders are exempt from such backup withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against a shareholder’s U.S. federal income tax liability.

A “foreign shareholder” is an investor that, for U.S. federal income tax purposes, is a nonresident alien individual, a foreign corporation, or a foreign estate or trust. This disclosure assumes that (i) a foreign shareholder’s ownership of shares in the Fund is not effectively connected with a trade or business conducted by such foreign shareholder in the United States, (ii) the foreign shareholder is not an expatriate of the United States, (iii) the foreign shareholder does not own, and has not owned, actually or constructively, more than 5% of the Fund’s shares and (iv) the foreign shareholder is not an individual who is present in the United States for 183 days or more in any taxable year. A distribution of the Fund’s investment company taxable income to a foreign shareholder, including a deemed distribution as a consequence of a Fund’s election to pass through foreign taxes paid by the Fund, will generally be subject to withholding tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. Provided that certain requirements are satisfied, this withholding tax will not be imposed on dividends paid by the Fund to the extent that the underlying income out of which the dividends are paid consists of U.S.-source interest income or short-term capital gains that would not have been subject to U.S. withholding tax if received directly by the foreign shareholder (“interest-related dividends” and “short-term capital gain dividends,” respectively).

Foreign shareholders may be subject to an increased U.S. federal income tax on their income resulting from a Fund’s election (described above) to “pass-through” amounts of foreign taxes paid by the Fund, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign taxes treated as having been paid by them.

Information returns will be filed with the IRS in connection with certain payments on the shares. A foreign shareholder may be subject to U.S. backup withholding on distributions that are otherwise exempt from withholding tax or on the proceeds from a redemption or other disposition of shares if such foreign shareholder does not certify its non-U.S. status under penalties of perjury or otherwise establish an exemption. Backup withholding is not an additional tax. Any amounts withheld pursuant to the backup withholding rules will be allowed as a credit against the foreign shareholder’s U.S. federal income tax liability, if any, and may entitle the foreign shareholder to a refund, provided that the required information is furnished to the IRS on a timely basis.

In order to qualify for the exemption from U.S. withholding tax on “interest-related dividends” and “short-term capital gain dividends” (if any), to qualify for an exemption from U.S. backup withholding and to qualify for a reduced rate of U.S. withholding tax on Fund dividends under an income tax treaty, a foreign shareholder

must generally deliver to the relevant Fund or other withholding agent a properly executed IRS form (generally, Form W-8BEN or Form W-8BEN-E, as applicable). In order to claim a refund of any Fund-level taxes imposed on undistributed net capital gains, any U.S. withholding taxes or any backup withholding on Fund distributions, a foreign shareholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return (which may entail significant administrative burden).

The Fund does not expect to be a “United States real property holding corporation” for U.S. federal income tax purposes. Foreign shareholders should consult their tax advisors regarding the potential tax consequences to them if any relevant Fund is or was a “United States real property holding corporation.”

The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are advised to consult their own tax advisors with respect to the particular tax consequences to them of an investment in the Fund.

Under Sections 1471 through 1474 of the Code (“FATCA”), a withholding tax at the rate of 30% will generally be imposed on payments to certain foreign entities (including financial intermediaries) of dividends on Fund shares and, for dispositions after December 31, 2018, on gross proceeds from the sale or other disposition made to a foreign entity unless the foreign entity provides the withholding agent with certifications and other information (which may include information relating to ownership by U.S. persons of interests in, or accounts with, the foreign entity). If FATCA withholding is imposed, a beneficial owner of shares that is not a foreign financial institution (as specifically defined for purposes of FATCA) generally may obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign shareholders should consult their tax advisors regarding the possible implications of FATCA on their investment in the Fund.

In addition to federal income taxes, shareholders of the Fund may be subject to state, local or foreign taxes on distributions from the Fund and on repurchases or redemptions of shares. Shareholders should consult their tax advisors as to the application of such taxes and as to the tax status of distributions from the Fund and repurchases or redemptions of shares in their own states and localities.

The Fund is required to report the adjusted tax and holding period of your shares, and your gain or loss, to the IRS on Form 1099 when “covered” shares of the Fund are redeemed. Covered shares are any shares acquired (including shares acquired through reinvestment of the Fund’s distributions) on or after January 1, 2012. The Fund has chosen the “average basis” method as its default method for reporting the adjusted tax basis of covered shares. The Fund will use this method for purposes of reporting your adjusted tax basis unless you instruct the Fund in writing to use a different calculation method. You may choose a method different from the Fund’s default method if you provide the Fund with timely notice. Please consult your tax advisor with regard to your particular circumstances.

BCI is the principal underwriter responsible for distributing the Fund’s securities. The Fund’s public offering of their securities is continuous, and BCI is obligated to distribute the Fund’s securities on a best efforts basis. BCI does not receive underwriting commissions from the Fund. The 12b-1 Plan authorizes the Fund to pay the Distributor a distribution fee equal to 0.25% per annum of the Fund’s average daily net assets attributable to the Retail Shares.

The following diagram indicates the persons under common control with Registrant, all of which are incorporated in New York.

Baron Capital, Inc. serves as distributor of Registrant’s shares. BAMCO, Inc. serves as investment adviser to Registrant. Baron Capital Management, Inc. is an affiliated investment adviser. All of the above corporate entities file consolidated financial statements. Ronald Baron, Chairman and CEO of Registrant, is the controlling shareholder of Baron Capital Group, Inc. and serves as Chairman and CEO of all the above entities.

No Shareholder of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person in connection with Series Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a private corporation for profit incorporated under the general corporation law of the State of Delaware.

No Trustee, officer, employee or agent of the Trust or any Series of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, other than the Trust or the respective Series or the Shareholders, in connection with Series Property or the affairs of the Trust or the respective Series, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his duty to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Series Property of the affected Series for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception regarding Trustees and officers, he shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 4.1 shall not adversely affect any right or protection of a Trustee or officer of the Trust existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

Section 4.2 MANDATORY INDEMNIFICATION. The Trust hereby agrees, solely out of the assets of the affected Series, to indemnify each Person who at any time serves as Trustee or officer of the Trust (each such Person being an “indemnitee”) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and reasonable counsel fees reasonably incurred by such indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth above in this Article IV by reason of his having acted in any such capacity, except with respect to any matter as to which he shall not have acted in good faith in the reasonable belief that his action was in the best interest of the Trust or the respective Series of the Trust and furthermore, in the case of any criminal proceeding, as to which he shall have had reasonable cause to believe that the conduct was unlawful, provided, however, that no indemnitee shall be indemnified hereunder against any liability to any Person or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties involved in the conduct of his position. Notwithstanding the foregoing, with respect to any action, suit or other proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee was (1) authorized by a majority of the Trustees or (2) was instituted by the indemnitee to enforce his or her rights to indemnification hereunder in a case in which the indemnitee is found to be entitled to such indemnification. The rights to indemnification set forth in this Declaration shall continue as to a Person who has ceased to be a Trustee or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. No amendment or restatement of this Declaration or repeal of any of its provisions shall limit or eliminate any of the benefits provided to any Person who at any time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder in respect of any act or omission that occurred prior to such amendment, restatement or repeal.

(b) Notwithstanding the foregoing, no indemnification shall be made hereunder unless there has been a determination (1) by a final decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such indemnitee is entitled to indemnification hereunder or, (2) in the absence of such a decision, by (i) a majority vote of a quorum (being one-third of such Trustees) of those Trustees who are neither Interested Persons of the Trust nor parties to the proceeding (“Disinterested Non-Party Trustees”), that the indemnitee is entitled to indemnification hereunder, or (ii) if such quorum is not obtainable or even if obtainable, if such majority so directs, independent legal counsel in a written opinion conclude that the indemnitee should be entitled to indemnification hereunder. All determinations to make advance payments in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately succeeding paragraph (c) below.

(c) The Trust shall make advance payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives a written affirmation by the indemnitee of the indemnitee’s good faith belief that the standards of conduct necessary for indemnification have been met and a written undertaking to reimburse the Trust unless it is subsequently determined that indemnitee is entitled to such indemnification and if a majority of the Trustees determine that the applicable standards of conduct necessary for indemnification appear to have been met. In addition, at least one of the following conditions must be met: (1) the indemnitee shall provide adequate security for his undertaking, (2) the Trust shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the Disinterested Non-Party Trustees, or if a majority vote of such quorum so directs, independent legal counsel in a written opinion, shall conclude, based on a review of readily available facts (as opposed to a full trial-type inquiry), that there is substantial reason to believe that the indemnitee ultimately will be found entitled to indemnification.

(d) The rights accruing to any indemnitee under these provisions shall not exclude any other right to which he or she may be lawfully entitled.

(e) Subject to any limitations provided by the 1940 Act and this Declaration, the Trust shall have the power and authority, solely out of the assets of the affected Series, to indemnify and provide for the advance payment of expenses to employees, agents and other Persons providing services to the Trust or serving in any capacity at the request of the Trust to the full extent as corporations organized under the Delaware General Corporation Law may indemnify or provide for the advance payment of expenses for such Persons provided that such indemnification has been approved by a majority of the Trustees.

No purchaser, lender, transfer agent or other Person dealing with the Trustees or with any officer, employee or agent of the Trust or any Series of the Trust or Class thereof shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other security of the Trust or any Series of the Trust, and every other act or thing whatsoever executed in connection with the Trust or any Series of the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. The Trustees may maintain insurance for the protection of the Series Property, the Shareholders of each Series, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible liability, and such other insurance as the Trustees in their sole judgment shall deem advisable or is required by the 1940 Act.

Section 4.4 Reliance on Experts, etc. Each Trustee and officer or employee of the Trust or any Series of the Trust shall, in the performance of his duties, be fully and completely justified and protected with regard to any act or any failure to act resulting from reliance in good faith upon the books of account or other records of the Trust or any Series of the Trust or Class thereof, upon an opinion of counsel, or upon reports made to the Trust or any Series thereof by any of the Trust’s officers or employees or by any advisor, administrator, manager, distributor, selected dealer, accountant, appraiser or other expert or consultant selected with reasonable care by the Trustees, officers or employees of the Trust, regardless of whether such counsel or other expert may also be a Trustee.

Insofar as the indemnification for liabilities arising under the Securities Act of 1933, as amended, (the “1933 Act”) may be permitted to the officers, trustees or controlling persons of the Registrant pursuant to the Declaration of Trust of the Registrant or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by an officer or trustee or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such officer, trustee or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

The business and other connections of BAMCO, Inc. are summarized under “Management of the Fund” in the Prospectus constituting Part A of the Registration Statement, which summary is incorporated herein by reference.

The business and other connections of the officers and directors of BAMCO, Inc. are currently listed in the investment adviser registration on Form ADV for BAMCO, Inc. (File No. 801-29080) and are incorporated herein by reference.

Certain accounts, books and other documents required to be maintained by Section 31 (a) of the Investment Company Act of 1940 and the Rules promulgated thereunder are maintained at the offices of the Registrant, BAMCO, Inc. and Baron Capital, Inc., 767 Fifth Avenue, New York, NY 10153. Records relating to the duties of the Registrant’s transfer agent are maintained by SS&C Global Investor & Distribution Solutions, Inc., 330 West 9th Street, Pointdexter 1, Kansas City, MO 64105 and on or about May 11, 2007, of the Registrant’s custodian are maintained by State Street Bank and Trust Company, One Congress Street, Suite 1, Boston, MA 02114-2016.

Pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”) and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 85 to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized in the City of New York, and the State of New York, on this 26th day of April, 2024.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 85 to the Registration Statement on Form N-1A has been signed below by the following persons, in the capacities and on the dates indicated.


Name (Year of Birth) & Address⁽¹⁾	Position(s) Held With the Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Interested Trustees
Ronald Baron (1943)^(2),(3)	Chief Executive Officer, Trustee and Portfolio Manager	21 years	Director, Chairman and CEO: the Firm* (1982-Present); CEO, Trustee and Portfolio Manager: Baron Investment Funds Trust (1987-Present); CEO, Trustee and Portfolio Manager: Baron Select Funds (2003-Present); Portfolio Manager: Baron USA Partners Fund Ltd. (1994-Present), Baron Capital UCITS ICAV (2023-Present).	19	None

Linda S. Martinson (1955)^(2),(3)	Chairman, President, Chief Operating Officer and Trustee	21 years	Director: the Firm* (2003-Present); President: the Firm* (2007-Present); Chief Operating Officer: the Firm* (2006-Present); Chairman (2010-Present), President (2007-Present), Chief Operating Officer (2006-Present), Trustee (1987-Present): Baron Investment Funds Trust; Chairman (2010-Present), President (2007-Present), Chief Operating Officer (2006-Present), Trustee (2003-Present): Baron Select Funds; Director: Baron USA Partners Fund Ltd. (2006-Present); Director: Baron Emerging Markets Fund Ltd. (2016-Present).	19	None

Peggy C. Wong (1961)^(2),(3)	Vice President, Chief Financial Officer and Trustee	21 years	Trustee (2021-Present): Baron Investment Funds Trust and Baron Select Funds; Chief Financial Officer: the Firm* (1987-Present), Baron Investment Funds Trust (1987-Present), Baron Select Funds (2003-Present), Baron USA Partners Fund Ltd. (1994-Present), Baron Emerging Markets Fund Ltd. (2016-Present).	19	None

Independent Trustees

Thomas J. Folliard (1965)^(4),(5),(6)	Trustee	6 years	Non-Executive Chair of the Board: CarMax, Inc. (2016-Present); Trustee: Baron Investment Funds Trust (2017-Present), Baron Select Funds (2017-Present).	19	Director: PulteGroup, Inc. (2012-Present)

Abraham (Avi) Nachmany (1952)^(5),(6)	Trustee	4 years	Independent mutual fund industry consultant (2016-Present); Advisory Board Member: Baron Investment Funds Trust and Baron Select Funds (2019-2020). Trustee: Baron Investment Funds Trust, Baron Select Funds (2020-Present)	19	None

Raymond Noveck (1943)^(4),(5),(6)	Lead Trustee	21 years	Private Investor (1999-Present); Lead Trustee: Baron Investment Funds Trust (1987-Present), Baron Select Funds (2003-Present).	19	None


Name (Year of Birth) & Address⁽¹⁾	Position(s) Held With the Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Anita James Rival (1964)^(5),(6)	Trustee	10 years	Advisory Board Member: ValueAct Capital, LLC (2014-Present); Advisory Board Member: Impala Asset Management, LLC (2014-2022); Trustee: Baron Investment Funds Trust, Baron Select Funds (2013-Present).	19	Director: Golub Capital BDC, Inc. (2011-Present); Director: Golub Capital BDC 3, Inc. (2017-Present); Director: Golub Capital BDC 4, Inc. (2021-Present); Director: Golub Capital Direct Lending Corporation (2020-Present); Golub Capital Direct Lending Unlevered Corporation (2021-Present); Golub Capital Private Credit Fund (2023-Present)

David A. Silverman, MD (1950)^(5),(6)	Trustee	21 years	Physician and Faculty: New York University School of Medicine (1976-Present); President: Harley Street Medical (2021-Present); Trustee: Baron Investment Funds Trust (1987-Present), Baron Select Funds (2003-Present).	19	None

Marvelle Sullivan (1979)^(5),(6)	Trustee	4 years	Founder and CEO: Marvelle Co. LLC (2019-Present); Managing Director: J.P. Morgan (2017-2019); Advisory Board Member: Baron Investment Funds Trust and Baron Select Funds (2/2020-5/2020). Trustee: Baron Investment Funds Trust, Baron Select Funds (5/2020-Present).	19	None

Errol Taylor (1955)^(5),(6)	Trustee	3 years	Partner: Milbank LLP (2003-2020); Trustee: Baron Investment Funds Trust and Baron Select Funds (2020-Present).	19	Trustee: New York Law School (2014-Present); Trustee: Clark Atlanta University (2017-Present)

Alejandro (Alex) Yemenidjian (1955)^(4),(5),(6)	Trustee	17 years	Chairman and CEO: GAST Enterprises, Ltd. (investment company) (2005-Present); Manager: Armenco Capital LLC (investment company) (2013-Present); Trustee: Baron Investment Funds Trust (2006-Present), Baron Select Funds (2006-Present).	19	Director: Guess?, Inc. (2005-Present)


Name (Year of Birth) & Address⁽¹⁾	Position(s) Held With the Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Additional Officers of the Funds
Louis Beasley (1970)	Vice President and Chief Compliance Officer	9 years	Vice President and Chief Compliance Officer: Baron Capital Group, Inc., BAMCO, Inc., Baron Capital Management Inc., Baron Investment Funds Trust, Baron Select Funds, Baron USA Partners Fund Ltd. (2014-Present), Baron Emerging Markets Fund Ltd. (2016-Present); Vice President: the Firm* (2014-Present).	N/A	N/A

Clifford Greenberg (1959)	Senior Vice President and Co-Chief Investment Officer	21 years	Director, Senior Vice President and Co-Chief Investment Officer: the Firm* (2020-Present); Senior Vice President and Co-Chief Investment Officer: Baron Investment Funds Trust, Baron Select Funds (2020-Present); Portfolio Manager: Baron Small Cap Fund (1997-Present).	N/A	N/A

Patrick M. Patalino (1968)	Vice President, Chief Legal Officer and Secretary	16 years	Vice President, General Counsel and Secretary: the Firm* (2007-Present); Vice President, Chief Legal Officer and Secretary: Baron Investment Funds Trust, Baron Select Funds (2007-Present); General Counsel: Baron USA Partners Fund Ltd. (2007-Present), Baron Emerging Markets Fund Ltd. (2016-Present); Director: Baron Capital UCITS ICAV (2023-Present).	N/A	N/A

Andrew Peck (1969)	Senior Vice President and Co-Chief Investment Officer	21 years	Director, Senior Vice President and Co-Chief Investment Officer: the Firm* (2020-Present); Senior Vice President and Co-Chief Investment Officer: Baron Investment Funds Trust, Baron Select Funds (2020-Present); Portfolio Manager: Baron Asset Fund (2003-Present).	N/A	N/A

Christopher Snively (1984)	Vice President and Treasurer	<1 year	Vice President: the Firm* (2023-Present); Vice President and Treasurer: Baron Investment Funds Trust, Baron Select Funds (2023-Present); Chief Financial Officer: The Lazard Funds, Inc., Lazard Retirement Series, Inc., Lazard Global Return and Income Fund, Inc. (2016-2023); Director: Lazard Asset Management LLC (2021-2023, previously Senior Vice President).	N/A	N/A


Name of Trustee		Dollar Range of Equity Securities in the Fund		Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies

Interested Trustees:
Ronald Baron	Baron WealthBuilder Fund		>$100,000	>$100,000
Linda S. Martinson	Baron WealthBuilder Fund		$0	>$100,000
Peggy Wong	Baron WealthBuilder Fund		$50,001-$100,000	>$100,000

Independent Trustees:
Raymond Noveck	Baron WealthBuilder Fund		>$100,000	>$100,000
Anita James Rival	Baron WealthBuilder Fund		$0	>$100,000
David Silverman	Baron WealthBuilder Fund		$0	>$100,000
Alejandro (Alex) Yemenidjian	Baron WealthBuilder Fund		>$100,000	>$100,000
Thomas Folliard	Baron WealthBuilder Fund		>$100,000	>$100,000
Abraham (Avi) Nachmany	Baron WealthBuilder Fund		>$100,000	>$100,000
Marvelle Sullivan	Baron WealthBuilder Fund		$0	$0
Errol Taylor	Baron WealthBuilder Fund		$50,001-$100,000	>$100,000


	Record Holders
	Baron WealthBuilder Fund (Retail Class)			Baron WealthBuilder Fund (Institutional Class)			Baron WealthBuilder Fund (TA Class)
Charles Schwab & Co., Inc., San Francisco, CA		41.14	%		9.83	%		—
National Financial Services Corp., New York, NY		31.85	%		18.39	%		—
BAMCO, Inc., New York, NY		—			11.85	%		—
Ronald Baron and related family accounts, New York, NY		—			6.23	%		—
Arch Reinsurance Ltd, Hamilton, Bermuda		—			5.86	%		—
Pershing LLC, Jersey City, NJ		—			5.22	%		—
L. Bromley, Northbrook, IL		—			7.08	%		—
R. Berger, New York, NY		—			—			8.06	%
S. Berger, New York, NY		—			—			5.62	%


	Page in Statement of Additional Information
FUND HISTORY		3
DESCRIPTION OF THE FUND AND ITS INVESTMENTS AND RISKS		3
Investment Strategies and Risks		3
Share Classes		16
Fund Policies		16
Temporary Defensive Position		17
Borrowing		17
Portfolio Turnover		18
Disclosure of Portfolio Holdings		18
MANAGEMENT OF THE FUND		19
Board of Trustees and Officers		19
Compensation		25
Board Committees		26
Trustee Ownership of Fund Shares		27
Code of Ethics		27
Proxy Voting Policies and Procedures		27
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES		28
Control Persons
Principal Holders		28
INVESTMENT ADVISORY AND OTHER SERVICES		28
Investment Adviser		28
Principal Underwriter		30
Distribution and Servicing Agreements		30
12b-1 Plan		30
Other Service Providers		31
PORTFOLIO MANAGERS		32
Ownership of Portfolio Managers		33
BROKERAGE ALLOCATION AND OTHER PRACTICES		33
CAPITAL STOCK AND OTHER SECURITIES		34
PURCHASE, REDEMPTION AND PRICING OF SHARES		34
Net Asset Value		34
TAXATION OF THE FUND		35
U.S. Federal Income Taxation		35
Tax Status of the Fund		36
Distributions		37
Sale or Redemption of Shares		38
Exchange or Conversion of Shares		38
Backup Withholding and Information Reporting		39
Foreign Shareholders		39
State, Local and Foreign Taxes		40
Tax Basis Information		40
UNDERWRITERS		40
FINANCIAL STATEMENTS		41


Name	Aggregate Compensation From the Funds		Pension or Retirement Benefits Accrued As Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation From Fund Complex Paid to Trustees

Interested Trustees:			N/A	N/A

Ronald Baron	$	—	N/A	N/A	$	—

Linda S. Martinson	$	—	N/A	N/A	$	—

Peggy Wong	$	—	N/A	N/A	$	—

Independent Trustees:

Raymond Noveck	$	118,086	N/A	N/A	$	260,000

Anita James Rival	$	99,919	N/A	N/A	$	220,000

David Silverman	$	99,919	N/A	N/A	$	220,000

Alejandro (Alex) Yemenidjian	$	104,461	N/A	N/A	$	230,000

Thomas Folliard	$	104,461	N/A	N/A	$	230,000

Abraham (Avi) Nachmany	$	99,919	N/A	N/A	$	220,000

Marvelle Sullivan	$	99,919	N/A	N/A	$	220,000

Errol Taylor	$	99,919	N/A	N/A		$220,000


	Beneficial Holders
	Baron WealthBuilder Fund (Retail Class)		Baron WealthBuilder Fund (Institutional Class)			Baron WealthBuilder Fund (TA Class)
Ronald Baron and related family accounts, New York, NY		—		16.94	%		—


Distribution and Service Fees Paid to Third Parties . . . . . . . . . . . .	$	217,397


Portfolio Manager	Type of Account	Number of Additional Accounts		Total Assets (millions)		Number of Additional Accounts Subject to a Performance Fee		Total Assets Subject to a Performance Fee
Ronald Baron	Registered Investment Companies		4	$	16,645		0	$	0
	Other pooled investment vehicles		5	$	734		0	$	0
	Other Accounts		26	$	1,734		0	$	0

Michael Baron	Registered Investment Companies		1	$	6,945		0	$	0
	Other pooled investment vehicles		1	$	4		0	$	0
	Other Accounts		5	$	912		0	$	0


Portfolio Manager	Fund	Dollar Range of Fund Shares Owned
Ronald Baron	Baron WealthBuilder Fund	Over $1,000,000
Michael Baron	Baron WealthBuilder Fund	Over $1,000,000


Short term:
No expiration date	$	17,257,222


Long term:
No expiration date	$	—


a.		Amended and Restated Agreement and Declaration of Trust of Registrant, dated November 3, 2015. Filed on January 28, 2016 as Exhibit a. to Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

b.		By-Laws of Registrant, Revised and Restated as of November 3, 2015. Filed on January 28, 2016 as Exhibit b. to Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

c.		Not applicable.

d.1		Investment Advisory Agreement between Baron Partners Fund and BAMCO, Inc., dated April 30, 2003, and as amended and restated as of August 29, 2011. Filed on December 22, 2011 as Exhibit d.1 to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.2		Investment Advisory Agreement between Baron Focused Growth Fund (formerly known as Baron Retirement Income Fund) and BAMCO, Inc., dated May 20, 2008, and as amended and restated as of August 29, 2011. Filed on December 22, 2011 as Exhibit d.2 to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.3		Investment Advisory Agreement between Baron International Growth Fund and BAMCO, Inc., dated October 27, 2008, and as amended and restated as of August 29, 2011. Filed on December 22, 2011 as Exhibit d.3 to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.4		Investment Advisory Agreement between Baron Real Estate Fund and BAMCO, Inc., dated October 26, 2009, and as amended and restated as of August 29, 2011. Filed on December 22, 2011 as Exhibit d.4 to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.5		Investment Advisory Agreement between Baron Emerging Markets Fund and BAMCO, Inc., dated October 25, 2010, and as amended and restated as of August 29, 2011. Filed on December 22, 2011 as Exhibit d.5 to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.6		Investment Advisory Agreement between Baron Energy and Resources Fund and BAMCO, Inc., dated August 11, 2011, and as amended and restated as of August 29, 2011. Filed on December 22, 2011 as Exhibit d.6 to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.7		Investment Advisory Agreement between Baron Global Advantage Fund and BAMCO, Inc., dated February 14, 2012, and as amended and restated as of May 8, 2012. Filed on April 26, 2012 as Exhibit d.7 to Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.8		Investment Advisory Agreement between Baron Real Estate Income Fund and BAMCO, Inc., dated November 13, 2017. Filed on December 29, 2017 as Exhibit d.8 to Post-Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.9		Investment Advisory Agreement between Baron WealthBuilder Fund and BAMCO, Inc., dated November 13, 2017. Filed on December 29, 2017 as Exhibit d.9 to Post-Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.10		Investment Advisory Agreement between Baron Health Care Fund and BAMCO, Inc., dated February 22, 2018. Filed on April 30, 2018 as Exhibit d.10 to Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.11		Investment Advisory Agreement between Baron FinTech Fund and BAMCO, Inc. dated October 28, 2019. Filed on December 23, 2019 as Exhibit d.11 to Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated by reference thereto.

d.12		Investment Advisory Agreement between Baron New Asia Fund and BAMCO, Inc. dated February 4, 2021. Filed on April 30, 2021 as Exhibit d.12 to Post-Effective Amendment No. 74 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.13		Investment Advisory Agreement between Baron Technology Fund and BAMCO, Inc. dated November 4, 2021. Filed on December 28, 2021 as Exhibit d.13 to Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.14		Fee Waiver Agreement between Registrant and BAMCO, Inc. as amended on December 1, 2017. Filed on December 29, 2017 as Exhibit d.10 to Post-Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.15		Amended and Restated Schedule A, dated February 22, 2018 to Fee Waiver Agreement between Registrant and BAMCO, Inc., dated December 1, 2017. Filed on April 30, 2018 as Exhibit d.12 to Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.16		Amended and Restated Schedule A, dated October 28, 2019 to Fee Waiver Agreement between Registrant and BAMCO, Inc. dated December 1, 2017. Filed on December 23, 2019 as Exhibit d.14 to Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.17		Amended and Restated Schedule A, dated February 4, 2021 between Registrant and BAMCO, Inc. Filed on April 30, 2021 as Exhibit d.15 to Post-Effective Amendment No. 75 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

d.18		Amended and Restated Schedule A, dated November 4, 2021 between Registrant and BAMCO, Inc. Filed on December 28, 2021 as Exhibit d.18 to Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

e.		Distribution Agreement between Registrant and Baron Capital, Inc., dated February 22, 2018. Filed on April 30, 2018 as Exhibit e. to Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

f.		Not applicable.

g.1		Master Custodian Agreement among Registrant, Baron Investment Funds Trust and State Street Bank and Trust Company, dated April 13, 2007. Filed on May 1, 2007 as Exhibit g.1 to Post-Effective Amendment No. 9 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

g.2		Fee Schedule to Master Custodian Agreement, dated March 21, 2007. Filed on July 20, 2007 to Registrant’s Form 497 (File No. 333-103025) and incorporated herein by reference thereto.

g.3		Administration Agreement among Registrant, Baron Investment Funds Trust and State Street Bank and Trust Company, dated April 13, 2007. Filed on July 20, 2007 to Registrant’s Form 497 (File No. 333-103025) and incorporated herein by reference thereto.


g.4		Amendment to Administrative Agreement among Registrant, Baron Investment Funds Trust and State Street Bank and Trust Company, dated September 23, 2015. Filed on January 28, 2016 as Exhibit g.4 to Post-Effective Amendment No. 52 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

g.5		Fee Schedule, dated September 23, 2015 to Administration Agreement. Filed on January 28, 2016 as Exhibit g.5 to Post-Effective Amendment No. 52 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

g.6		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated June 11, 2008. Filed on June 16, 2008 as Exhibit g.5 to Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

g.7		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated October 28, 2010. Filed on December 1, 2008 as Exhibit g.6 to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

g.8		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated October 26, 2009. Filed on December 14, 2009 as Exhibit g.7 to Post-Effective Amendment No. 19 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

g.9		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated December 22, 2010. Filed on December 23, 2010 as Exhibit g.8 to Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

g.10		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated August 16, 2011. Filed on December 22, 2011 as Exhibit g.9 to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

g.11		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated March 6, 2012. Filed on April 26, 2012 as Exhibit g.10 to Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

g.12		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated September 19, 2013. Filed on September 30, 2013 as Exhibit g.11 to Post-Effective Amendment No. 45 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

g.13		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated December 15, 2017. Filed on December 29, 2017 as Exhibit g.13 to Post-Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

g.14		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated April 30, 2018. Filed on April 30, 2018 as Exhibit g.14 to Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

g.15		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated December 31, 2019. Filed on December 23, 2019 as Exhibit g.15 to Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

g.16		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated April 30, 2021, Filed on April 30, 2021 as Exhibit g.16 to Post-Effective Amendment No. 74 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

g.17		Additional Series Letter for Master Custodian Agreement and Administration Agreement, dated November 4, 2021. Filed on December 28, 2021 as Exhibit g.17 to Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.1		Transfer Agency Agreement between Registrant and DST Systems, Inc. Filed on April 11, 2003 as Exhibit h.1 to Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.2		Fee Proposal to Transfer Agency Agreement. Filed on April 20, 2011 as Exhibit h.2 to Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.3		Amended and Restated Security Agreement among Baron Select Funds, on behalf of its series Baron Partners Fund and State Street Bank and Trust Company, dated September 25, 2009. Filed on October 15, 2008 as Exhibit h.4 to Post-Effective Amendment No. 13 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.4		Amendment Agreement No. 1 to Amended and Restated Security Agreement among Baron Select Funds, on behalf of its series Baron Partners Fund and State Street Bank and Trust Company, dated May 19, 2010. Filed on October 15, 2010 as Exhibit h.7 to Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.5		Second Amended and Restated Security Agreement among Baron Select Funds, on behalf of its series Baron Partners Fund and State Street Bank and Trust Company, dated November 5, 2015. Filed on January 28, 2016 as Exhibit h.6 to Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.6		Reimbursement Agreement among BAMCO, Inc., Baron Capital Management, Inc. and Baron Select Funds on behalf of its series Baron Partners Fund, dated October 31, 2008. Filed on December 1, 2008 as Exhibit h.9 to Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.7		Amended and Restated Reimbursement Agreement among BAMCO, Inc., Baron Capital Management, Inc. and Baron Select Funds on behalf of its series Baron Partners Fund, dated January 14, 2009. Filed on April 20, 2009 as Exhibit h.6 to Post-Effective Amendment No. 16 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.8		Form of Financial Intermediary Agreement. Filed on April 30, 2014 as Exhibit h.15 to Post- Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.


h.9		Amended and Restated Credit Agreement among Baron Select Funds, on behalf of its series Baron Partners Fund, State Street Bank and Trust Company, Bank of America, N.A., and Banc of America Securities LLC, dated September 26, 2008. Filed on October 15, 2008 as Exhibit h.3 to Post-Effective Amendment No. 13 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.10		Amendment Agreement No. 1 among Baron Select Funds, on behalf of its series Baron Partners Fund and State Street Bank and Trust Company, dated September 26, 2009. Filed on October 15, 2009 as Exhibit h.5 to Post-Effective Amendment No. 18 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.11		Amendment Agreement No. 2 and Joinder among Baron Select Funds, on behalf of its series Baron Partners Fund, State Street Bank and Trust Company and the Bank of Nova Scotia, New York Agency, dated May 19, 2010. Filed on October 15, 2010 as Exhibit h.6 to Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.12		Amendment Agreement No. 3 among Baron Select Funds, on behalf of its series Baron Partners Fund, State Street Bank and Trust Company and the Bank of Nova Scotia, New York Agency, dated September 24, 2010. Filed on October 15, 2010 as Exhibit h.8 to Post-Effective Amendment No. 21 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.13		Amendment Agreement No. 4 among Baron Select Funds, on behalf of its series Baron Partners Fund, State Street Bank and Trust Company and the Bank of Nova Scotia, New York Agency, dated September 23, 2011. Filed on December 22, 2011 as Exhibit h.11 to Post-Effective Amendment No. 29 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.14		Amendment Agreement No. 5 among Baron Select Funds, on behalf of its series Baron Partners Fund and State Street Bank and Trust Company, dated September 21, 2012. Filed on April 26, 2013 as Exhibit h.12 to Post-Effective Amendment No. 34 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.15		Amendment Agreement No. 6 among Baron Select Funds, on behalf of its series Baron Partners Fund and State Street Bank and Trust Company, dated May 7, 2013. Filed on April 30, 2014 as Exhibit h.13 to Post-Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.16		Amendment Agreement No. 7 among Baron Select Funds, on behalf of its series Baron Partners Fund and State Street Bank and Trust Company, dated September 20, 2013. Filed on April 30, 2014 as Exhibit h.14 to Post-Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.17		Amendment Agreement No. 8 among Baron Select Funds, on behalf of its series Baron Partners Fund and State Street Bank and Trust Company, dated September 19, 2014. Filed on April 30, 2015 as Exhibit h.15 to Post-Effective Amendment No. 38 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.18		Amendment Agreement No. 9 among Baron Select Funds, on behalf of its series Baron Partners Fund and State Street Bank and Trust Company, dated September 18, 2015. Filed on January 28, 2016 as Exhibit h.18 to Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.19		Amendment Agreement No. 10 among Baron Select Funds, on behalf of its series Baron Partners Fund and State Street Bank and Trust Company, dated October 19, 2015. Filed on January 28, 2016 as Exhibit h.19 to Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.20		Amendment Agreement No. 11 among Baron Select Funds, on behalf of its series Baron Partners Fund and State Street Bank and Trust Company, dated October 30, 2015. Filed on January 28, 2016 as Exhibit h.20 to Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.21		Second Amended and Restated Credit Agreement among Baron Select Funds, on behalf of its series Baron Partners Fund, State Street Bank and Trust Company, and The Bank of Nova Scotia, dated November 5, 2015. Filed on January 28, 2016 as Exhibit h.4 to Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.22		Amendment Agreement No. 1 to Second Amended and Restated Credit Agreement among Baron Select Funds, on behalf of its series Baron Partners Fund, State Street Bank and Trust Company, and The Bank of Nova Scotia, dated November 3, 2016. Filed on April 28, 2017 as Exhibit h.22 to Post-Effective Amendment No. 47 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.23		Amendment Agreement No. 2 to Second Amended and Restated Credit Agreement among Baron Select Funds, on behalf of its series Baron Partners Fund, State Street Bank and Trust Company, and The Bank of Nova Scotia, dated November 2, 2017. Filed on December 29, 2017 as Exhibit h.23 to Post-Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.24		Amendment Agreement No. 3 to Second Amended and Restated Credit Agreement among Baron Select Funds, on behalf of its Series Baron Partners Fund, State Street Bank and Trust Company, and The Bank of Nova Scotia, dated November 1, 2018. Filed on April 30, 2019 as Exhibit h.24 to Post-Effective Amendment No. 60 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.25		Amendment Agreement No. 4 to Second Amended and Restated Agreement among Baron Select Funds on behalf of its series Baron Partners Fund, State Street Bank and Trust Company, and The Bank of Nova Scotia, dated November 4, 2019. Filed on April 30, 2020 as Exhibit h.25 to Post-Effective Amendment No. 70 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.26		Amendment Agreement No. 5 to Second Amended and Restated Agreement among Baron Select Funds, on behalf of its Series Baron Partners Fund, State Street Bank and Trust Company, and The Bank of Novia Scotia, dated October 29, 2020. Filed on December 28, 2021 as Exhibit h.26 to Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.27		Amendment Agreement No. 6 to Second Amended and Restated Agreement among Baron Select Funds, on behalf of its Series Baron Partners Fund, State Street Bank and Trust Company, and The Bank of Novia Scotia, dated November 24, 2020. Filed on December 28, 2021 as Exhibit h.27 to Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.28		Amendment Agreement No. 7 to Second Amended and Restated Agreement among Baron Select Funds, on behalf of its Series Baron Partners Fund, State Street Bank and Trust Company, and The Bank of Novia Scotia, dated October 28, 2021. Filed on December 28, 2021 as Exhibit h.28 to Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.29		Amendment Agreement No. 8 to Second Amended and Restated Agreement among Baron Select Funds, on behalf of its Series Baron Partners Fund, State Street Bank and Trust Company, and The Bank of Novia Scotia, dated October 27, 2022. Filed on April 28, 2023 as Exhibit h.29 to Post-Effective Amendment No. 83 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.30		Amendment Agreement No. 9 to Second Amended and Restated Agreement among Baron Select Funds, on behalf of its Series Baron Partners Fund, State Street Bank and Trust Company, and The Bank of Nova Scotia, dated October 26, 2023. Filed herewith.

h.31		Line of Credit Agreement among Registrant, Baron Investment Funds Trust and State Street Bank and Trust Company, dated July 20, 2007, and as amended and restated as of January 28, 2015. Filed on January 28, 2015 as Exhibit h.9 to Post-Effective Amendment No. 49 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.


h.32		First Amendment to Committed Line of Credit, dated July 10, 2015. Filed on January 28, 2016 as Exhibit h.10 to Post-Effective Amendment No. 52 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

h.33		Second Amendment to Committed Line of Credit, dated July 8, 2016. Filed on August 31, 2016 as Exhibit h.11 to Post-Effective Amendment No. 54 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

h.34		Third Amendment to Committed Line of Credit, dated July 7, 2017. Filed on December 29, 2017 as Exhibit h.27 to Post-Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.35		Fourth Amendment to Committed Line of Credit, dated April 30, 2018. Filed on April 30, 2018 as Exhibit h.29 to Post-Effective Amendment No. 57 to Baron Select Fund’s Registration Statement on Form N-1A (File No. 3331-103025) and incorporated by reference thereto.

h.36		Fifth Amendment to Committed Line of Credit, dated July 6, 2018. Filed on January 28, 2019 as Exhibit h.14 to Post-Effective Amendment No. 50 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

h.37		Sixth Amendment to Committed Line of Credit, dated July 5, 2019. Filed on December 23, 2019 as Exhibit h.31 to Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.38		Seventh Amendment to Committed Line of Credit, dated December 16, 2019. Filed on December 23, 2019 as Exhibit h.32 to Post-Effective Amendment No. 68 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.39		Eight Amendment to Committed Line of Credit, dated July 2, 2020, Filed on April 30, 2021 as Exhibit h.34 to Post-Effective Amendment No. 74 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.40		Ninth Amendment to Committed Line of Credit, dated December 15, 2020, Filed on April 30, 2021 as Exhibit h.35 to Post-Effective Amendment No. 74 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.41		Tenth Amendment to Committed Line of Credit, dated July 1, 2021. Filed on December 28, 2021 as Exhibit h.39 to Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.42		Eleventh Amendment to Committed Line of Credit, dated December 9, 2021. Filed on December 28, 2021 as Exhibit h.40 to Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

h.43		Twelfth Amendment to Committed Line of Credit, dated June 30, 2022. Filed on January 27, 2023 as Exhibit h.20 to Post-Effective Amendment No. 71 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

h.44		Thirteenth Amendment to Committed Line of Credit, dated June 29, 2023. Filed on January 26, 2024 as Exhibit h.21 to Post-Effective Amendment No. 72 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

i.1		Opinion and consent of counsel. Filed on April 30, 2003 as Exhibit i. to Pre-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

i.2		Opinion and consent of counsel. Filed on January 28, 2016 as Exhibit i.2 to Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

i.3		Opinion and consent of counsel. Filed on December 29, 2017 as Exhibit i.3 to Post-Effective Amendment No. 52 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

j.		Consent of independent registered public accounting firm, PricewaterhouseCoopers LLP. Filed herewith.

k.1		Omitted Financial Statements of Baron Capital Partners, L.P. Filed on April 1, 2003 to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

k.2		Omitted Financial Statements of Baron Investment Partners, L.P. Filed on June 16, 2008 as Exhibit k.2 to Post-Effective Amendment No. 12 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

l.		Not applicable.

m.		Plan of Distribution Pursuant to Rule 12b-1. Filed on January 28, 2014 as Exhibit m. to Post-Effective Amendment No. 47 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

n.		Multi-Class Plan adopted pursuant to Rule 18f-3. Filed on December 28, 2021 as Exhibit n. to Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

o.		Not applicable.

p.		Amended and Restated Code of Ethics, dated March 2, 2017. Filed on April 28, 2017 as Exhibit p. to Post-Effective Amendment No. 47 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

p.1		Amended and Restated Code of Ethics, dated January 23, 2018. Filed on April 30, 2018 as Exhibit h.28 to Post-Effective Amendment No. 57 to Baron Select Fund’s Registration Statement on Form N-1A (File No. 3331-103025) and incorporated herein by reference thereto.

p.2		Amended and Restated Code of Ethics, dated August 28, 2018. Filed on January 28, 2019 as Exhibit p.1 to Post-Effective Amendment No. 62 to Baron Investment Funds Trusts’ Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

p.3		Amended and Restated Code of Ethics, dated October 1, 2019, Filed on April 30, 2021 as Exhibit p.3 to Post-Effective Amendment No. 74 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

p.4		Amended and Restated Code of Ethics dated October 1, 2021. Filed on December 28, 2021 as Exhibit p.4 to Post-Effective Amendment No. 79 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

q.		Power of Attorney. Filed on April 8, 2008 as Exhibit j.2 to Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A (File No. 333-103025) and incorporated herein by reference thereto.

q.1		Power of Attorney. Filed on July 15, 2013 as Exhibit q.1 to Post-Effective Amendment No. 44 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

q.2		Power of Attorney. Filed on October 13, 2017 as Exhibit q.2 to Post-Effective Amendment No. 58 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

q.3		Power of Attorney. Filed on January 28, 2021 as Exhibit q.3 to Post-Effective Amendment No. 69 to Baron Investment Funds Trust’s Registration Statement on Form N-1A (File No. 033-12112) and incorporated herein by reference thereto.

EX-101.INS		XBRL Instance Document

EX-101.SCH		XBRL Taxonomy Extension Schema Document

EX-101.CAL		XBRL Taxonomy Extension Calculation Linkbase

EX-101.DEF		XBRL Taxonomy Extension Definition Linkbase

EX-101.LAB		XBRL Taxonomy Extension Labels Linkbase

EX-101.PRE		XBRL Taxonomy Extension Presentation Linkbase


Ronald Baron controls:		Baron Capital Group, Inc.

which owns 100% of:		Baron Capital, Inc.
		BAMCO, Inc.
		Baron Capital Management, Inc.
		Baron Capital Management UK Limited


(1) NAME AND PRINCIPAL BUSINESS ADDRESS	(2) POSITIONS AND OFFICES WITH UNDERWRITER	(3) POSITIONS AND OFFICES WITH REGISTRANT

Ronald Baron 767 Fifth Avenue New York, N.Y. 10153	Director, Chairman and Chief Executive Officer	Trustee, Chief Executive Officer and Portfolio Manager

Linda S. Martinson 767 Fifth Avenue New York, N.Y. 10153	Director, President and Chief Operating Officer	Chairman, Trustee, President, and Chief Operating Officer

Peggy Wong 767 Fifth Avenue New York, N.Y. 10153	Vice President, Treasurer and Chief Financial Officer	Trustee and Chief Financial Officer

Clifford Greenberg 767 Fifth Avenue New York, N.Y. 10153	Director, Senior Vice President and co-Chief Investment Officer	Senior Vice President, Portfolio Manager and co-Chief Investment Officer

Louis Beasley 767 Fifth Avenue New York, N.Y. 10153	Vice President and Chief Compliance Officer	Chief Compliance Officer and Vice President

Patrick M. Patalino 767 Fifth Avenue New York, N.Y. 10153	Vice President, General Counsel and Secretary	Vice President, General Counsel and Secretary

Andrew Peck 767 Fifth Avenue New York, N.Y. 10153	Director, Senior Vice President and co-Chief Investment Officer	Senior Vice President, Portfolio Manager and co-Chief Investment Officer

Susan Robbins 767 Fifth Avenue New York, N.Y. 10153	Vice President and Senior Analyst	Vice President

Christopher Snively 767 Fifth Avenue New York, N.Y. 10153	Vice President	Vice President and Treasurer


BARON SELECT FUNDS

By:		/s/ RONALD BARON
		Ronald Baron, Chief Executive Officer


SIGNATURES	TITLE	DATE

/s/ RONALD BARON	Chief Executive Officer & Trustee	April 26, 2024
Ronald Baron

/s/ LINDA S. MARTINSON	Chairman, President, Chief Operating Officer and Trustee	April 26, 2024
Linda S. Martinson	Chairman, President, Chief Operating Officer and Trustee



/s/ PATRICK M. PATALINO	Vice President, General Counsel and Secretary	April 26, 2024
Patrick M. Patalino	Vice President, General Counsel and Secretary

*/s/ RAYMOND NOVECK	Trustee	April 26, 2024
Raymond Noveck

*/s/ DAVID A. SILVERMAN	Trustee	April 26, 2024
David A. Silverman

/s/ PEGGY WONG	Trustee and Chief Financial Officer	April 26, 2024
Peggy Wong

/*s/ ALEX YEMENIDJIAN	Trustee	April 26, 2024
Alex Yemenidjian

/*s/ ANITA JAMES RIVAL	Trustee	April 26, 2024
Anita James Rival

/*s/ THOMAS J. FOLLIARD	Trustee	April 26, 2024
Thomas J. Folliard

/*s/ ABRAHAM NACHMANY	Trustee	April 26, 2024
Abraham Nachmany

/*s/ MARVELLE SULLIVAN	Trustee	April 26, 2024
Marvelle Sullivan

/*s/ ERROL TAYLOR	Trustee	April 26, 2024
Errol Taylor



By:		/S/ PATRICK M. PATALINO
		Patrick M. Patalino (Attorney-in-fact)