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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-5032

BARON INVESTMENT FUNDS TRUST

(Exact name of registrant as specified in charter)

767 Fifth Avenue, 49th Floor, New York, NY 10153

(Address of Principal Executive Offices) (Zip Code)

Patrick M. Patalino, Esq.

c/o Baron Investment Funds Trust

767 Fifth Avenue, 49th Floor,

New York, NY 10153

(Name and Address of Agent for Service)

Registrant’s Telephone Number, including Area Code: 212-583-2000

Date of fiscal year end: September 30

Date of reporting period: June 30, 2010

Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (Sections 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.

SEC 2455 (8-05)

Item 1. Schedule of Investments

Baron Asset Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2010 (UNAUDITED)

Shares		Cost		Value
Common Stocks (97.03%)
Consumer Discretionary (20.34%)
	Advertising (1.35%)
1,425,000	Lamar Advertising Co., Cl A1	$	78,780,143	$	34,941,000
	Apparel Retail (1.23%)
925,000	Urban Outfitters, Inc.1		15,117,011		31,810,750
	Apparel, Accessories & Luxury Goods (2.47%)
875,000	Polo Ralph Lauren Corp., Cl A		17,007,094		63,840,000
	Automotive Retail (0.39%)
500,000	CarMax, Inc.1		5,701,415		9,950,000
	Broadcasting (1.52%)
1,100,000	Discovery Communications, Inc., Cl A1		29,767,574		39,281,000
	Casinos & Gaming (1.55%)
525,000	Wynn Resorts, Ltd.		1,743,976		40,041,750
	Education Services (2.95%)
1,450,000	DeVry, Inc.		15,178,463		76,110,500
	Homebuilding (0.19%)
300,000	Toll Brothers, Inc.1		5,938,441		4,908,000
	Hotels, Resorts & Cruise Lines (2.21%)
850,000	Choice Hotels Intl., Inc.		4,185,563		25,678,500
850,000	Hyatt Hotels Corp., Cl A1		24,084,647		31,526,500
			28,270,210		57,205,000
	Household Appliances (0.34%)
175,000	Stanley Black & Decker, Inc.		10,328,761		8,841,000
	Internet Retail (0.96%)
140,000	priceline.com, Inc.1		23,562,828		24,715,600
	Leisure Facilities (2.43%)
1,799,200	Vail Resorts, Inc.1		35,613,086		62,810,072
	Specialty Stores (2.75%)
1,250,000	Dick’s Sporting Goods, Inc.1		35,113,986		31,112,500
1,050,000	Tiffany & Co.		33,710,690		39,805,500
			68,824,676		70,918,000
Total Consumer Discretionary			335,833,678		525,372,672
Energy (8.30%)
	Oil & Gas Drilling (1.31%)
925,000	Helmerich & Payne, Inc.		29,003,643		33,781,000
	Oil & Gas Equipment & Services (2.24%)
220,000	Core Laboratories N.V.2		30,622,516		32,474,200
360,000	SEACOR Holdings, Inc.1		10,216,000		25,437,600
			40,838,516		57,911,800
	Oil & Gas Exploration & Production (2.89%)
239,500	Concho Resources, Inc.1		11,554,901		13,251,535
725,200	Ultra Petroleum Corp.1,2		32,782,192		32,090,100
375,000	Whiting Petroleum Corp.1		26,220,923		29,407,500
			70,558,016		74,749,135
	Oil & Gas Storage & Transportation (1.86%)
2,200,000	Southern Union Co.		27,493,069		48,092,000
Total Energy			167,893,244		214,533,935
Financials (16.76%)
	Asset Management & Custody Banks (3.70%)
2,089,799	Eaton Vance Corp.		54,642,489		57,699,350
850,000	T. Rowe Price Group, Inc.		23,450,029		37,731,500
			78,092,518		95,430,850
	Insurance Brokers (0.78%)
1,050,000	Brown & Brown, Inc.		20,592,027		20,097,000

Shares		Cost		Value
Common Stocks (continued)
Financials (continued)
	Investment Banking & Brokerage (3.68%)
6,700,000	Charles Schwab Corp.	$	14,065,115	$	95,006,000
	Office REITs (1.75%)
149,526	Alexander’s, Inc.4		8,360,557		45,294,416
	Real Estate Services (1.61%)
3,050,000	CB Richard Ellis Group, Inc., Cl A1		40,732,932		41,510,500
	Reinsurance (2.88%)
1,000,000	Arch Capital Group, Ltd.1,2		33,841,383		74,500,000
	Specialized Finance (2.36%)
90,000	CME Group, Inc., Cl A		6,209,144		25,339,500
1,300,000	MSCI, Inc., Cl A1		39,123,416		35,620,000
			45,332,560		60,959,500
Total Financials			241,017,092		432,798,266
Health Care (17.50%)
	Health Care Distributors (1.49%)
700,000	Henry Schein, Inc.1		19,695,529		38,430,000
	Health Care Equipment (4.76%)
1,450,000	IDEXX Laboratories, Inc.1		60,164,185		88,305,000
110,000	Intuitive Surgical, Inc.1		12,538,359		34,718,200
			72,702,544		123,023,200
	Health Care Facilities (3.24%)
1,450,000	Community Health Systems, Inc.1		44,168,918		49,024,500
1,400,000	VCA Antech, Inc.1		44,932,960		34,664,000
			89,101,878		83,688,500
	Health Care Supplies (1.40%)
900,000	DENTSPLY International, Inc.		19,319,005		26,919,000
200,000	Gen-Probe, Inc.1,4		8,252,158		9,084,000
			27,571,163		36,003,000
	Life Sciences Tools & Services (6.61%)
1,025,000	Covance, Inc.1		59,353,059		52,603,000
725,000	Life Technologies Corp.1		37,595,422		34,256,250
400,000	Mettler-Toledo International, Inc.1		26,298,875		44,652,000
800,000	Thermo Fisher Scientific, Inc.1		23,037,359		39,240,000
			146,284,715		170,751,250
Total Health Care			355,355,829		451,895,950
Industrials (19.00%)
	Aerospace & Defense (0.32%)
80,000	Precision Castparts Corp.		4,744,426		8,233,600
	Air Freight & Logistics (4.84%)
1,500,000	C. H. Robinson Worldwide, Inc.		27,854,391		83,490,000
1,200,000	Expeditors International of Washington, Inc.		31,841,441		41,412,000
			59,695,832		124,902,000
	Construction & Engineering (1.39%)
175,015	AECOM Technology Corp.1		4,279,799		4,035,846
1,550,000	Quanta Services, Inc.1		39,711,495		32,007,500
			43,991,294		36,043,346
	Diversified Support Services (2.69%)
1,150,000	Copart, Inc.1		42,059,264		41,181,500
1,550,000	Ritchie Bros. Auctioneers, Inc.2		38,130,924		28,241,000
			80,190,188		69,422,500
	Environmental & Facilities Services (2.96%)
750,000	Covanta Holding Corp.1		16,906,786		12,442,500
975,000	Stericycle, Inc.1		28,948,289		63,940,500
			45,855,075		76,383,000

See Notes to Schedules of Investments.

Baron Asset Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2010 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Industrials (continued)
	Human Resource & Employment Services (0.91%)
1,000,000	Robert Half Intl., Inc.	$	972,552	$	23,550,000
	Research & Consulting Services (2.38%)
650,000	Equifax, Inc.		21,482,511		18,239,000
1,450,000	Verisk Analytics, Inc., Cl A1		37,700,535		43,355,000
			59,183,046		61,594,000
	Trading Companies & Distributors (3.51%)
1,375,000	Fastenal Co.		54,825,095		69,011,250
425,000	MSC Industrial Direct Co., Inc., Cl A		19,842,798		21,530,500
			74,667,893		90,541,750
Total Industrials			369,300,306		490,670,196
Information Technology (10.48%)
	Application Software (4.73%)
700,000	ANSYS, Inc.1		21,311,741		28,399,000
400,000	Blackboard, Inc.1		17,120,036		14,932,000
400,000	Citrix Systems, Inc.1		15,691,132		16,892,000
925,000	FactSet Research Systems, Inc.		53,842,905		61,965,750
			107,965,814		122,188,750
	Electronic Equipment & Instruments (0.96%)
850,000	FLIR Systems, Inc.1		18,928,164		24,726,500
	IT Consulting & Other Services (4.79%)
700,000	Equinix, Inc.1,4		56,983,955		56,854,000
2,875,000	Gartner, Inc.1		68,065,780		66,843,750
			125,049,735		123,697,750
Total Information Technology			251,943,713		270,613,000
Materials (1.22%)
	Specialty Chemicals (1.22%)
700,000	Ecolab, Inc.		23,937,958		31,437,000
Telecommunication Services (3.43%)
	Wireless Telecommunication Services (3.43%)
1,025,000	NII Holdings, Inc.1		39,262,199		33,333,000
1,625,000	SBA Communications Corp., Cl A1		53,434,220		55,266,250
Total Telecommunication Services			92,696,419		88,599,250
Total Common Stocks			1,837,978,239		2,505,920,269

Shares		Cost		Value
Private Equity Investments (1.56%)
Consumer Discretionary (0.80%)
	Hotels, Resorts & Cruise Lines (0.80%)
5,200,000	Kerzner Intl. Holdings, Ltd., Cl A1,2,3,4	$	52,000,000	$	20,800,000
Financials (0.76%)
	Asset Management & Custody Banks (0.76%)
5,600,004	Windy City Investments Holdings LLC1,3,4		31,960,709		19,600,012
Total Private Equity Investments			83,960,709		40,400,012
Principal Amount
Short Term Investments (1.35%)
$34,962,522	Repurchase Agreement with Fixed Income Clearing Corp., dated 06/30/2010, 0.00% due 07/01/2010; Proceeds at maturity – $34,962,522; (Fully collateralized by U.S. Treasury Note, 2.375% due 09/30/2014; Market value –$36,714,619)		34,962,522		34,962,522
Total Investments (99.94%)		$	1,956,901,470		2,581,282,803
Cash and Other Assets Less Liabilities (0.06%)					1,430,469
Net Assets				$	2,582,713,272
Retail Shares (Equivalent to $44.83 per share based on 52,773,759 shares outstanding)				$	2,365,619,566
Institutional Shares (Equivalent to $44.94 per share based on 4,830,421 shares outstanding)				$	217,093,706

% Represents percentage of net assets.

¹ Non-income producing securities.

² Foreign corporation.

³ At June 30, 2010, the market value of restricted and fair valued securities amounted to $40,400,012 or 1.56% of Net Assets. None of these securities are deemed liquid. See Note 5.

⁴ The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2010 (UNAUDITED)

Shares		Cost		Value
Common Stocks (98.46%)
Consumer Discretionary (25.57%)
	Advertising (0.39%)
825,000	Lamar Advertising Co., Cl A1	$	10,621,218	$	20,229,000
	Apparel Retail (2.11%)
3,000,000	J. Crew Group, Inc.1		94,519,543		110,430,000
	Apparel, Accessories & Luxury Goods (1.26%)
2,000,000	Under Armour, Inc., Cl A1		71,885,777		66,260,000
	Automotive Retail (0.46%)
650,000	CarMax, Inc.1		6,333,646		12,935,000
1,000,000	Penske Automotive Group, Inc.1		17,800,673		11,360,000
			24,134,319		24,295,000
	Casinos & Gaming (1.20%)
2,725,000	Penn National Gaming, Inc.1		76,692,993		62,947,500
	Distributors (2.01%)
5,450,010	LKQ Corp.1		75,949,765		105,076,193
	Education Services (7.78%)
4,667,005	Anhanguera Educacional Participacoes SA2		61,955,342		70,560,978
3,650,000	DeVry, Inc.4		61,225,398		191,588,500
700,000	Strayer Education, Inc.4		57,859,739		145,523,000
			181,040,479		407,672,478
	Home Furnishings (0.48%)
550,000	Mohawk Industries, Inc.1		15,549,035		25,168,000
	Home Improvement Retail (0.22%)
490,666	Lumber Liquidators Holdings, Inc.1		12,389,973		11,447,238
	Hotels, Resorts & Cruise Lines (1.73%)
3,000,000	Choice Hotels Intl., Inc.4		74,119,736		90,630,000
	Internet Retail (0.72%)
800,000	Blue Nile, Inc.1,4		23,190,333		37,664,000
	Leisure Facilities (1.27%)
1,900,000	Vail Resorts, Inc.1,4		51,691,238		66,329,000
	Publishing (1.75%)
2,154,552	Morningstar, Inc.1		62,871,271		91,611,551
	Restaurants (1.82%)
850,000	Panera Bread Co., Cl A1		32,809,975		63,996,500
800,000	Peet’s Coffee & Tea, Inc.1,4		18,562,773		31,416,000
			51,372,748		95,412,500
	Specialty Stores (2.37%)
5,000,000	Dick’s Sporting Goods, Inc.1		86,074,246		124,450,000
Total Consumer Discretionary			912,102,674		1,339,622,460
Consumer Staples (6.37%)
	Food Retail (0.69%)
1,000,000	Whole Foods Market, Inc.1		10,286,645		36,020,000
	Household Products (1.79%)
1,500,000	Church & Dwight Co., Inc.		55,187,334		94,065,000
	Packaged Foods & Meats (3.89%)
1,064,823	Diamond Foods, Inc.		38,931,996		43,764,226
4,275,000	Dole Food Co., Inc.1		52,309,279		44,588,250
1,107,649	Ralcorp Holdings, Inc.1		40,376,485		60,699,165
200,000	Seneca Foods Corp., Cl A1		4,400,000		6,452,000
1,055,000	TreeHouse Foods, Inc.1		39,535,984		48,171,300
			175,553,744		203,674,941
Total Consumer Staples			241,027,723		333,759,941

Shares		Cost		Value
Common Stocks (continued)
Energy (10.90%)
	Oil & Gas Drilling (0.70%)
1,000,000	Helmerich & Payne, Inc.	$	22,564,231	$	36,520,000
	Oil & Gas Equipment & Services (4.41%)
802,774	CARBO Ceramics, Inc.		53,438,800		57,952,255
694,136	Core Laboratories N.V.2		43,036,240		102,461,415
1,000,000	SEACOR Holdings, Inc.1		69,798,678		70,660,000
			166,273,718		231,073,670
	Oil & Gas Exploration & Production (4.29%)
300,000	Atlas Energy, Inc.1		7,280,475		8,121,000
1,600,000	Brigham Exploration Co.1		24,210,346		24,608,000
775,463	Concho Resources, Inc.1		22,257,149		42,906,368
4,600,000	Denbury Resources, Inc.1		30,431,295		67,344,000
247,191	Oasis Petroleum, Inc.1		3,460,674		3,584,269
450,000	Range Resources Corp.		7,615,537		18,067,500
1,500,000	SM Energy Co. (formerly St. Mary Land & Exploration Co.)		52,961,473		60,240,000
			148,216,949		224,871,137
	Oil & Gas Storage & Transportation (1.50%)
3,600,000	Southern Union Co.		48,544,865		78,696,000
Total Energy			385,599,763		571,160,807
Financials (11.62%)
	Asset Management & Custody Banks (1.39%)
500,000	Cohen & Steers, Inc.		6,508,019		10,370,000
1,750,000	Eaton Vance Corp.		31,702,091		48,317,500
1,050,000	Financial Engines, Inc.1		16,029,116		14,280,000
			54,239,226		72,967,500
	Investment Banking & Brokerage (0.72%)
100,000	Greenhill & Co., Inc.		7,584,625		6,113,000
1,500,000	Jefferies Group, Inc.		15,172,939		31,620,000
			22,757,564		37,733,000
	Life & Health Insurance (0.86%)
2,100,000	Primerica, Inc.1		46,453,115		45,024,000
	Office REITs (1.09%)
135,500	Alexander’s, Inc.5		28,639,989		41,045,660
1,125,000	Douglas Emmett, Inc.		9,868,662		15,997,500
			38,508,651		57,043,160
	Real Estate Services (0.34%)
1,300,000	CB Richard Ellis Group, Inc., Cl A1		8,120,859		17,693,000
	Regional Banks (0.47%)
1,250,000	SJB Escrow Corp., Cl A, 144A1,5		25,000,000		24,750,000
	Reinsurance (2.28%)
1,600,000	Arch Capital Group, Ltd.1,2		49,270,621		119,200,000
	Residential REITs (0.31%)
600,000	American Campus Communities, Inc.		16,235,192		16,374,000
	Specialized Finance (2.40%)
600,000	Interactive Brokers Group, Inc., Cl A1		10,417,844		9,960,000
4,222,433	MSCI, Inc., Cl A1		96,041,636		115,694,664
			106,459,480		125,654,664
	Specialized REITs (1.76%)
775,000	Alexandria Real Estate Equities, Inc.5		29,669,521		49,111,750
750,000	Digital Realty Trust, Inc.5		26,268,348		43,260,000
			55,937,869		92,371,750
Total Financials			422,982,577		608,811,074

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2010 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Health Care (17.04%)
	Health Care Equipment (5.49%)
3,800,000	Edwards Lifesciences Corp.1	$	56,091,585	$	212,876,000
1,225,000	IDEXX Laboratories, Inc.1		41,842,291		74,602,500
			97,933,876		287,478,500
	Health Care Facilities (3.71%)
3,900,000	Community Health Systems, Inc.1		78,526,524		131,859,000
900,000	Sun Healthcare Group, Inc.1		10,562,288		7,272,000
2,221,796	VCA Antech, Inc.1		61,946,883		55,011,669
			151,035,695		194,142,669
	Health Care Services (0.68%)
600,000	Chemed Corp.		21,302,479		32,784,000
125,000	IPC The Hospitalist Co., Inc.1		2,062,500		3,137,500
			23,364,979		35,921,500
	Health Care Supplies (1.17%)
1,250,000	Gen-Probe, Inc.1,5		52,371,957		56,775,000
175,000	Neogen Corp.1		3,887,774		4,558,750
			56,259,731		61,333,750
	Life Sciences Tools & Services (4.36%)
850,000	Covance, Inc.1		31,464,970		43,622,000
1,200,000	Mettler-Toledo International, Inc.1		73,415,860		133,956,000
880,943	Techne Corp.		46,631,249		50,610,175
			151,512,079		228,188,175
	Managed Health Care (1.63%)
2,625,000	AMERIGROUP Corp.1,4		45,833,394		85,260,000
Total Health Care			525,939,754		892,324,594
Industrials (10.69%)
	Construction & Engineering (1.48%)
3,350,000	AECOM Technology Corp.1		74,957,991		77,251,000
	Diversified Support Services (3.02%)
2,725,000	Copart, Inc.1		69,029,357		97,582,250
3,320,227	Ritchie Bros. Auctioneers, Inc.2		76,748,114		60,494,536
			145,777,471		158,076,786
	Electrical Components & Equipment (0.87%)
3,243,578	Generac Holdings, Inc.1		43,195,908		45,442,528
	Environmental & Facilities Services (1.12%)
3,000,000	Tetra Tech, Inc.1		75,236,725		58,830,000
	Industrial Machinery (0.69%)
500,000	Valmont Industries, Inc.		40,979,514		36,330,000
	Railroads (1.43%)
2,000,000	Genesee & Wyoming, Inc., Cl A1		32,221,169		74,620,000
	Research & Consulting Services (1.25%)
925,000	CoStar Group, Inc.1		39,770,735		35,890,000
400,000	IHS, Inc., Cl A1		16,387,387		23,368,000
600,000	Mistras Group, Inc.1		7,563,468		6,432,000
			63,721,590		65,690,000
	Trading Companies & Distributors (0.48%)
500,000	MSC Industrial Direct Co., Inc., Cl A		17,821,237		25,330,000
	Trucking (0.35%)
475,000	Landstar System, Inc.		11,073,375		18,520,250
Total Industrials			504,984,980		560,090,564
Information Technology (12.85%)
	Application Software (7.28%)
700,000	Advent Software, Inc.1		26,532,888		32,872,000
2,250,000	ANSYS, Inc.1		54,764,730		91,282,500

Shares		Cost		Value
Common Stocks (continued)
Information Technology (continued)
	Application Software (continued)
725,000	Blackboard, Inc.1	$	29,564,698	$	27,064,250
1,100,000	Concur Technologies, Inc.1		24,703,047		46,948,000
1,635,000	FactSet Research Systems, Inc.		82,436,633		109,528,650
1,500,000	Pegasystems, Inc.		46,943,731		48,165,000
1,600,000	SS&C Technologies Holdings, Inc.1		25,368,776		25,648,000
			290,314,503		381,508,400
	Internet Software & Services (1.33%)
1,500,000	WebMD Health Corp., Cl A1		44,434,389		69,645,000
	IT Consulting & Other Services (2.99%)
1,029,268	Equinix, Inc.1,5		33,364,684		83,597,147
3,000,000	Gartner, Inc.1		49,076,692		69,750,000
179,908	Telvent GIT SA1,2		4,970,535		3,004,464
			87,411,911		156,351,611
	Systems Software (1.25%)
883,600	TOTVS SA2		60,197,679		65,572,421
Total Information Technology			482,358,482		673,077,432
Telecommunication Services (1.15%)
	Wireless Telecommunication Services (1.15%)
1,765,015	SBA Communications Corp., Cl A1		7,768,187		60,028,160
Utilities (2.27%)
	Electric Utilities (2.27%)
2,250,000	ITC Holdings Corp.		69,934,400		119,047,500
Total Common Stocks			3,552,698,540		5,157,922,532
Private Equity Investments (0.69%)
Consumer Discretionary (0.56%)
	Hotels, Resorts & Cruise Lines (0.56%)
7,400,000	Kerzner Intl. Holdings, Ltd., Cl A1,2,3,5		74,000,000		29,600,000
Financials (0.13%)
	Asset Management & Custody Banks (0.13%)
1,885,000	Windy City Investments Holdings LLC1,3,5		7,748,686		6,597,500
Total Private Equity Investments			81,748,686		36,197,500
Warrants (0.01%)
Financials (0.01%)
	Regional Banks (0.01%)
75,000	SJB Escrow Corp. Warrants, Exp 02/16/20171,5		0		524,760
Principal Amount
Corporate Bonds (0.48%)
Consumer Discretionary (0.48%)
	Casinos & Gaming (0.48%)
$23,694,000	Wynn Las Vegas, LLC, AD7, 6.625% due 12/01/20145		23,694,000		23,871,705
1,050,000	Wynn Las Vegas, LLC, AK1, 6.625% due 12/01/20145		1,050,000		1,057,875
Total Corporate Bonds			24,744,000		24,929,580

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2010 (UNAUDITED)

Principal Amount		Cost		Value
Short Term Investments (0.28%)
$14,902,417	Repurchase Agreement with Fixed Income Clearing Corp., dated 06/30/2010, 0.00% due 07/01/2010; Proceeds at maturity – $14,902,417; (Fully collateralized by U.S. Treasury Note, 2.375% due 09/30/2014; Market value – $13,379,100 and U.S. Treasury Note, 3.00% due 02/28/2017; Market value – $2,270,363)	$	14,902,417	$	14,902,417
Total Investments (99.92%)		$	3,674,093,643		5,234,476,789
Cash and Other Assets Less Liabilities (0.08%)					4,089,878
Net Assets				$	5,238,566,667
Retail Shares (Equivalent to $41.00 per share based on 111,717,343 shares outstanding)				$	4,580,015,448
Institutional Shares (Equivalent to $41.11 per share based on 16,020,855 shares outstanding)				$	658,551,219

% Represents percentage of net assets.

¹ Non-income producing securities.

² Foreign corporation.

³ At June 30, 2010, the market value of restricted and fair valued securities amounted to $36,197,500 or 0.69% of Net Assets. None of these securities are deemed liquid. See Note 5.

⁴ See Note 6 regarding “affiliated” companies.

⁵ The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.

^144A Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to policies and procedures approved by the Board of Trustees, unless otherwise noted. At June 30, 2010, the market value of Rule 144A securities amounted to $24,750,000 or 0.47% of Net Assets.

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2010 (UNAUDITED)

Shares		Cost		Value
Common Stocks (95.87%)
Consumer Discretionary (23.70%)
	Advertising (2.04%)
750,000	Lamar Advertising Co., Cl A1	$	19,848,350	$	18,390,000
2,561,946	National CineMedia, Inc.4		54,161,185		42,682,020
			74,009,535		61,072,020
	Apparel Retail (3.02%)
1,750,000	J. Crew Group, Inc.1		47,919,608		64,417,500
750,000	Urban Outfitters, Inc.1		10,990,211		25,792,500
			58,909,819		90,210,000
	Apparel, Accessories & Luxury Goods (3.61%)
1,500,000	Fossil, Inc.1		39,147,109		52,050,000
3,900,000	Iconix Brand Group, Inc.1,4,5		62,609,371		56,043,000
			101,756,480		108,093,000
	Casinos & Gaming (3.42%)
3,100,000	Penn National Gaming, Inc.1		81,039,972		71,610,000
400,000	Wynn Resorts, Ltd.		4,213,528		30,508,000
			85,253,500		102,118,000
	Computer & Electronics Retail (1.17%)
1,500,000	hhgregg, Inc.1		25,839,828		34,980,000
	Education Services (3.61%)
350,000	American Public Education, Inc.1		10,747,755		15,295,000
350,000	Capella Education Co.1		12,268,802		28,472,500
308,808	Strayer Education, Inc.		27,539,086		64,198,095
			50,555,643		107,965,595
	Hotels, Resorts & Cruise Lines (1.63%)
650,000	Gaylord Entertainment Co.1		18,665,588		14,358,500
3,060,000	Great Wolf Resorts, Inc.1,4		55,012,502		6,364,800
20,000,000	Mandarin Oriental International, Ltd.2		40,047,095		28,083,580
			113,725,185		48,806,880
	Internet Retail (0.70%)
2,325,000	Vitacost.com, Inc.1,4		23,626,535		20,901,750
	Movies & Entertainment (2.52%)
1,500,000	Liberty Media Corp. – Capital, Series A1		24,179,193		62,865,000
800,000	World Wrestling Entertainment, Inc.		13,802,898		12,448,000
			37,982,091		75,313,000
	Restaurants (1.98%)
1,100,000	Cheesecake Factory, Inc.1		22,133,072		24,486,000
2,750,000	Texas Roadhouse, Inc., Cl A1		32,180,211		34,705,000
			54,313,283		59,191,000
Total Consumer Discretionary			625,971,899		708,651,245
Consumer Staples (0.51%)
	Soft Drinks (0.51%)
3,255,900	Heckmann Corp.1		25,358,981		15,107,376
Energy (8.25%)
	Oil & Gas Equipment & Services (2.75%)
500,000	CARBO Ceramics, Inc.		34,457,138		36,095,000
300,000	Core Laboratories N.V.2		23,095,109		44,283,000
135,236	PHI, Inc.1		3,380,900		1,905,475
			60,933,147		82,283,475
	Oil & Gas Exploration & Production (5.34%)
2,250,000	Atlas Energy, Inc.1		57,328,242		60,907,500
2,000,000	Brigham Exploration Co.1		21,988,814		30,760,000
800,000	Concho Resources, Inc.1		22,541,595		44,264,000
663,300	GeoResources, Inc.1		6,823,366		9,239,769
1,000,000	Oasis Petroleum, Inc.1		14,212,944		14,500,000
			122,894,961		159,671,269

Shares		Cost		Value
Common Stocks (continued)
Energy (continued)
	Oil & Gas Storage & Transportation (0.16%)
201,995	PAA Natural Gas Storage LP1	$	4,349,046	$	4,813,541
Total Energy			188,177,154		246,768,285
Financials (8.43%)
	Asset Management & Custody Banks (0.62%)
1,350,000	Financial Engines, Inc.1		21,033,666		18,360,000
	Office REITs (1.38%)
750,000	SL Green Realty Corp.		17,178,705		41,280,000
	Real Estate Services (1.65%)
3,619,930	CB Richard Ellis Group, Inc., Cl A1		25,787,841		49,267,248
	Regional Banks (0.83%)
1,250,000	SJB Escrow Corp., Cl A, 144A1,5		25,000,000		24,750,000
	Reinsurance (0.50%)
200,000	Arch Capital Group, Ltd.1,2		5,515,966		14,900,000
	Specialized Finance (1.03%)
1,126,513	MSCI, Inc., Cl A1		25,427,990		30,866,456
	Specialized REITs (2.42%)
901,862	Chesapeake Lodging Trust1,3,4,5		16,955,006		13,978,861
850,000	Digital Realty Trust, Inc.5		29,825,279		49,028,000
500,000	Pebblebrook Hotel Trust1		10,006,444		9,425,000
			56,786,729		72,431,861
Total Financials			176,730,897		251,855,565
Health Care (14.40%)
	Health Care Equipment (4.88%)
900,000	IDEXX Laboratories, Inc.1		29,711,916		54,810,000
175,000	Intuitive Surgical, Inc.1		2,537,500		55,233,500
1,500,000	Masimo Corp.		33,862,646		35,715,000
			66,112,062		145,758,500
	Health Care Facilities (2.82%)
3,550,000	Brookdale Senior Living, Inc.1		68,396,819		53,250,000
1,525,000	Emeritus Corp.1		46,025,139		24,872,750
900,000	Skilled Healthcare Group, Inc., Cl A1		10,946,886		6,111,000
			125,368,844		84,233,750
	Health Care Services (0.54%)
300,000	HMS Holdings Corp.1		14,106,317		16,266,000
	Health Care Supplies (2.09%)
750,000	Gen-Probe, Inc.1,5		31,517,368		34,065,000
1,500,000	Immucor, Inc.1		16,581,987		28,575,000
			48,099,355		62,640,000
	Life Sciences Tools & Services (4.07%)
900,000	Covance, Inc.1		33,410,943		46,188,000
700,000	Luminex Corp.1		11,877,328		11,354,000
575,000	Mettler-Toledo International, Inc.1		36,666,021		64,187,250
			81,954,292		121,729,250
Total Health Care			335,640,870		430,627,500
Industrials (19.69%)
	Aerospace & Defense (2.30%)
1,350,000	TransDigm Group, Inc.1		35,096,586		68,890,500
	Construction & Engineering (1.59%)
1,200,000	AECOM Technology Corp.1		29,450,937		27,672,000
1,400,000	Orion Marine Group, Inc.1,4		20,411,939		19,880,000
			49,862,876		47,552,000
	Construction & Farm Machinery & Heavy Trucks (1.07%)
800,000	Wabtec Corp.		26,349,851		31,912,000

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2010 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Industrials (continued)
	Diversified Support Services (1.22%)
2,000,000	Ritchie Bros. Auctioneers, Inc.2	$	37,985,919	$	36,440,000
	Environmental & Facilities Services (7.05%)
950,000	Clean Harbors, Inc.1		51,362,631		63,089,500
3,000,000	Covanta Holding Corp.1		45,328,831		49,770,000
1,000,000	EnergySolutions, Inc.		12,347,252		5,090,000
275,924	Team, Inc.1		4,533,442		3,600,808
1,000,000	Tetra Tech, Inc.1		25,773,708		19,610,000
2,000,010	Waste Connections, Inc.1		54,338,658		69,780,349
			193,684,522		210,940,657
	Human Resource & Employment Services (1.10%)
850,000	Towers Watson & Co., Cl A		33,744,465		33,022,500
	Industrial Machinery (2.70%)
1,100,000	Graco, Inc.		25,662,211		31,009,000
400,000	Kaydon Corp.		17,466,686		13,144,000
650,000	Nordson Corp.		42,812,852		36,452,000
			85,941,749		80,605,000
	Railroads (1.22%)
900,000	Genesee & Wyoming, Inc., Cl A1		23,192,198		33,579,000
283,909	RailAmerica, Inc.1		3,536,038		2,816,377
			26,728,236		36,395,377
	Research & Consulting Services (1.44%)
1,250,000	Huron Consulting Group, Inc.1,4		40,540,236		24,262,500
1,750,000	Mistras Group, Inc.1,4		20,709,995		18,760,000
			61,250,231		43,022,500
Total Industrials			550,644,435		588,780,534
Information Technology (12.94%)
	Application Software (1.66%)
600,000	Advent Software, Inc.1		16,654,198		28,176,000
650,001	Ultimate Software Group, Inc.1		14,157,645		21,359,033
			30,811,843		49,535,033
	Computer Hardware (1.11%)
2,750,000	NCR Corp.1		35,727,844		33,330,000
	Electronic Equipment & Instruments (2.67%)
1,650,000	FLIR Systems, Inc.1		11,034,433		47,998,500
1,000,000	National Instruments Corp.		29,401,075		31,780,000
			40,435,508		79,778,500
	Internet Software & Services (0.70%)
1,000,000	AOL, Inc.1		23,050,041		20,790,000
	IT Consulting & Other Services (4.82%)
875,000	Equinix, Inc.1,5		55,025,037		71,067,500
2,250,000	Gartner, Inc.1		41,942,702		52,312,500
1,250,000	Telvent GIT SA1,2		40,609,861		20,875,000
			137,577,600		144,255,000
	Semiconductor Equipment (1.00%)
1,000,000	Rubicon Technology, Inc.1		13,703,720		29,790,000
	Semiconductors (0.70%)
650,000	Power Integrations, Inc.		24,191,974		20,926,750
	Technology Distributors (0.28%)
200,000	Anixter International, Inc.1		9,290,252		8,520,000
Total Information Technology			314,788,782		386,925,283

Shares		Cost		Value
Common Stocks (continued)
Materials (2.41%)
	Construction Materials (0.52%)
600,000	Eagle Materials, Inc.	$	10,395,268	$	15,558,000
	Diversified Metals & Mining (1.21%)
3,500,000	Globe Specialty Metals, Inc.1		36,717,668		36,155,000
	Specialty Chemicals (0.68%)
1,000,000	Nalco Holding Co.		17,014,844		20,460,000
Total Materials			64,127,780		72,173,000
Telecommunication Services (5.14%)
	Wireless Telecommunication Services (5.14%)
1,350,000	American Tower Corp., Cl A1		4,769,656		60,075,000
2,750,000	SBA Communications Corp., Cl A1		26,849,042		93,527,500
Total Telecommunication Services			31,618,698		153,602,500
Utilities (0.40%)
	Electric Utilities (0.40%)
225,000	ITC Holdings Corp.		9,427,959		11,904,750
Total Common Stocks			2,322,487,455		2,866,396,038
Private Equity Investments (0.47%)
Consumer Discretionary (0.47%)
	Hotels, Resorts & Cruise Lines (0.47%)
3,500,000	Kerzner Intl. Holdings, Ltd., Cl A1,2,3,5		35,000,000		14,000,000
Warrants (0.02%)
Consumer Discretionary (0.00%)
	Apparel Retail (0.00%)
100,000	Casual Male Retail Group, Inc. Warrants, Exp 07/02/20101,3		49,000		0
Financials (0.02%)
	Regional Banks (0.02%)
75,000	SJB Escrow Corp. Warrants, Exp 02/16/20171,5		0		524,760
Total Warrants			49,000		524,760

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2010 (UNAUDITED)

Principal Amount		Cost		Value
Short Term Investments (3.99%)
$119,279,505	Repurchase Agreement with Fixed Income Clearing Corp., dated 06/30/2010, 0.00% due 07/01/2010; Proceeds at maturity – $119,279,505; (Fully collateralized by U.S. Treasury Note, 2.375% due 09/30/2014; Market value – $71,382,900 and U.S. Treasury Note, 3.125% due 01/31/2017; Market value – $5,303,363 and U.S. Treasury Note, 3.00% due 02/28/2017; Market value – $11,969,100 and U.S. Treasury Note, 2.50% due 06/30/2017; Market value –$36,592,263)	$	119,279,505	$	119,279,505
Total Investments (100.35%)		$	2,476,815,960		3,000,200,303
Liabilities Less Cash and Other Assets (-0.35%)					(10,451,714	)
Net Assets				$	2,989,748,589
Retail Shares (Equivalent to $18.84 per share based on 147,601,561 shares outstanding)				$	2,780,780,213
Institutional Shares (Equivalent to $18.89 per share based on 11,063,462 shares outstanding)				$	208,968,376

% Represents percentage of net assets.

¹ Non-income producing securities.

² Foreign corporation.

³ At June 30, 2010, the market value of restricted and fair valued securities amounted to $27,978,861 or 0.94% of Net Assets. $13,978,861 or 0.47% of Net Assets are deemed liquid. See Note 5.

⁴ See Note 6 regarding “affiliated” companies.

⁵ The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.

^144A Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to policies and procedures approved by the Board of Trustees, unless otherwise noted. At June 30, 2010, the market value of Rule 144A securities amounted to $24,750,000 or 0.83% of Net Assets.

See Notes to Schedules of Investments.

Baron Opportunity Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2010 (UNAUDITED)

Shares		Cost		Value
Common Stocks (96.50%)
Consumer Discretionary (17.25%)
	Advertising (3.42%)
163,000	Lamar Advertising Co., Cl A1	$	5,217,213	$	3,996,760
129,000	National CineMedia, Inc.		2,398,360		2,149,140
			7,615,573		6,145,900
	Automotive Retail (0.55%)
50,000	CarMax, Inc.1		1,006,195		995,000
	Broadcasting (2.42%)
121,500	Discovery Communications, Inc., Cl A1		2,891,339		4,338,765
	Education Services (1.26%)
10,900	Strayer Education, Inc.		1,981,896		2,266,001
	Internet Retail (8.14%)
32,500	Amazon.com, Inc.1		2,852,089		3,550,950
35,100	Blue Nile, Inc.1		1,510,608		1,652,508
131,500	Expedia, Inc.		3,167,728		2,469,570
17,700	priceline.com, Inc.1		3,041,363		3,124,758
425,000	Vitacost.com, Inc.1		4,243,836		3,820,750
			14,815,624		14,618,536
	Movies & Entertainment (1.46%)
62,500	Liberty Media Corp. – Capital, Series A1		2,703,989		2,619,375
Total Consumer Discretionary			31,014,616		30,983,577
Energy (4.98%)
	Oil & Gas Equipment & Services (2.23%)
55,500	CARBO Ceramics, Inc.		3,674,336		4,006,545
	Oil & Gas Exploration & Production (2.75%)
140,000	Oasis Petroleum, Inc.1		2,014,255		2,030,000
75,000	Southwestern Energy Co.1		2,781,890		2,898,000
			4,796,145		4,928,000
Total Energy			8,470,481		8,934,545
Financials (7.22%)
	Asset Management & Custody Banks (1.06%)
139,711	Financial Engines, Inc.1		2,016,831		1,900,070
	Investment Banking & Brokerage (1.93%)
245,000	Charles Schwab Corp.		2,911,688		3,474,100
	Specialized Finance (3.04%)
199,100	MSCI, Inc., Cl A1		5,119,203		5,455,340
	Specialized REITs (1.19%)
37,000	Digital Realty Trust, Inc.4		1,285,580		2,134,160
Total Financials			11,333,302		12,963,670
Health Care (12.22%)
	Health Care Equipment (4.34%)
28,000	Edwards Lifesciences Corp.1		1,229,683		1,568,560
7,100	Intuitive Surgical, Inc.1		1,245,172		2,240,902
167,000	Masimo Corp.		4,189,362		3,976,270
			6,664,217		7,785,732
	Health Care Services (2.30%)
820,000	Clarient, Inc.1		2,588,867		2,525,600
29,500	HMS Holdings Corp.1		1,549,330		1,599,490
			4,138,197		4,125,090
	Health Care Supplies (1.39%)
161,500	AGA Medical Holdings, Inc.1		2,222,116		2,049,435
10,000	Gen-Probe, Inc.1,4		437,843		454,200
			2,659,959		2,503,635
	Health Care Technology (1.04%)
116,000	Allscripts Healthcare Solutions, Inc.1		1,991,306		1,867,600
	Life Sciences Tools & Services (3.15%)
44,000	Illumina, Inc.1		1,758,168		1,915,320
40,000	Life Technologies Corp.1		1,960,224		1,890,000

Shares		Cost		Value
Common Stocks (continued)
Health Care (continued)
	Life Sciences Tools & Services (continued)
114,000	Luminex Corp.1	$	1,924,659	$	1,849,080
			5,643,051		5,654,400
Total Health Care			21,096,730		21,936,457
Industrials (6.99%)
	Diversified Support Services (1.58%)
90,000	EnerNOC, Inc.1		1,145,859		2,829,600
	Environmental & Facilities Services (2.09%)
191,500	Tetra Tech, Inc.1		4,369,923		3,755,315
	Research & Consulting Services (3.32%)
65,000	CoStar Group, Inc.1		2,106,245		2,522,000
59,000	IHS, Inc., Cl A1		2,464,761		3,446,780
			4,571,006		5,968,780
Total Industrials			10,086,788		12,553,695
Information Technology (39.56%)
	Application Software (12.81%)
40,000	Advent Software, Inc.1		1,382,457		1,878,400
93,866	ANSYS, Inc.1		2,533,041		3,808,144
57,500	Blackboard, Inc.1		2,289,886		2,146,475
63,000	Citrix Systems, Inc.1		2,044,087		2,660,490
45,000	Concur Technologies, Inc.1		991,176		1,920,600
41,000	FactSet Research Systems, Inc.		2,388,971		2,746,590
82,000	Informatica Corp.1		1,974,281		1,958,160
120,000	Pegasystems, Inc.		3,720,574		3,853,200
97,500	SuccessFactors, Inc.1		2,013,979		2,027,025
			19,338,452		22,999,084
	Communications Equipment (2.35%)
55,000	QUALCOMM, Inc.		1,922,693		1,806,200
87,500	Riverbed Technology, Inc.1		2,431,480		2,416,750
			4,354,173		4,222,950
	Computer Hardware (3.19%)
22,800	Apple, Inc.1		1,260,651		5,734,884
	Home Entertainment Software (1.02%)
175,000	Activision Blizzard, Inc.		1,196,484		1,835,750
	Internet Software & Services (9.90%)
175,500	AOL, Inc.1		4,396,269		3,648,645
6,883	Google, Inc., Cl A1		1,859,363		3,062,591
93,000	GSI Commerce, Inc.1		1,169,633		2,678,400
628,791	TechTarget, Inc.1		2,322,986		3,382,895
37,000	VistaPrint N.V.1,2		1,486,190		1,757,130
70,000	WebMD Health Corp., Cl A1		1,517,085		3,250,100
			12,751,526		17,779,761
	IT Consulting & Other Services (7.55%)
108,500	Equinix, Inc.1,4		5,304,432		8,812,370
203,644	Gartner, Inc.1		3,261,341		4,734,723
			8,565,773		13,547,093
	Systems Software (2.74%)
21,500	CommVault Systems, Inc.1		486,087		483,749
36,500	TOTVS SA2		1,376,614		2,708,684
27,500	VMware, Inc., Cl A1		902,814		1,721,225
			2,765,515		4,913,658
Total Information Technology			50,232,574		71,033,180
Telecommunication Services (8.28%)
	Wireless Telecommunication Services (8.28%)
44,500	American Tower Corp., Cl A1		121,040		1,980,250

See Notes to Schedules of Investments.

Baron Opportunity Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2010 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Telecommunication Services (continued)
	Wireless Telecommunication Services (continued)
179,500	NII Holdings, Inc.1	$	8,361,692	$	5,837,340
207,500	SBA Communications Corp., Cl A1		3,502,054		7,057,075
Total Telecommunication Services			11,984,786		14,874,665
Total Common Stocks			144,219,277		173,279,789
Warrants (0.00%)
Information Technology (0.00%)
	Communications Equipment (0.00%)
200,000	Loudeye Corp. Warrants, Exp 12/23/101,3		0		0
Principal Amount
Short Term Investments (3.06%)
$5,498,441	Repurchase Agreement with Fixed Income Clearing Corp., dated 06/30/2010, 0.00% due 07/01/2010; Proceeds at maturity – $5,498,441; (Fully collateralized by U.S. Treasury Note, 2.375% due 09/30/2014; Market value – $5,775,450)		5,498,441		5,498,441
Total Investments (99.56%)		$	149,717,718		178,778,230
Cash and Other Assets Less Liabilities (0.44%)					794,833
Net Assets				$	179,573,063
Retail Shares (Equivalent to $11.08 per share based on 14,980,877 shares outstanding)				$	165,930,845
Institutional Shares (Equivalent to $11.11 per share based on 1,228,116 shares outstanding)				$	13,642,218

% Represents percentage of net assets.

¹ Non-income producing securities.

² Foreign corporation.

³ At June 30, 2010, the market value of restricted and fair valued securities amounted to $0 or 0.00% of Net Assets. None of these securities are deemed liquid. See Note 5.

⁴ The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.

See Notes to Schedules of Investments.

Baron Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2010 (UNAUDITED)

Shares		Cost		Value
Common Stocks (98.79%)
Consumer Discretionary (26.23%)
	Broadcasting (2.21%)
24,000	Discovery Communications, Inc., Cl A1	$	772,884	$	857,040
	Department Stores (1.11%)
9,000	Kohl’s Corp.1		393,793		427,500
	General Merchandise Stores (3.05%)
24,000	Target Corp.		1,038,972		1,180,080
	Home Improvement Retail (2.90%)
40,000	Home Depot, Inc.		1,335,816		1,122,800
	Homebuilding (4.50%)
64,000	PulteGroup, Inc.1		636,907		529,920
74,000	Toll Brothers, Inc.1		1,413,853		1,210,640
			2,050,760		1,740,560
	Hotels, Resorts & Cruise Lines (5.52%)
29,000	Carnival Corp.2		1,164,742		876,960
34,000	Hyatt Hotels Corp., Cl A1		937,083		1,261,059
			2,101,825		2,138,019
	Internet Retail (1.98%)
7,000	Amazon.com, Inc.1		677,477		764,820
	Movies & Entertainment (1.05%)
13,000	Viacom, Inc.		444,260		407,810
	Restaurants (3.91%)
23,000	McDonald’s Corp.		1,372,493		1,515,010
Total Consumer Discretionary			10,188,280		10,153,639
Consumer Staples (3.12%)
	Hypermarkets & Super Centers (3.12%)
22,000	Costco Wholesale Corp.		1,114,485		1,206,260
Energy (4.18%)
	Integrated Oil & Gas (4.18%)
21,000	Occidental Petroleum Corp.		1,673,984		1,620,150
Financials (17.86%)
	Consumer Finance (3.59%)
35,000	American Express Co.		1,305,957		1,389,500
	Diversified Banks (3.44%)
52,000	Wells Fargo & Company		1,549,638		1,331,200
	Investment Banking & Brokerage (4.08%)
28,000	Charles Schwab Corp.		283,985		397,040
9,000	Goldman Sachs Group, Inc.		1,355,627		1,181,430
			1,639,612		1,578,470
	Other Diversified Financial Services (3.78%)
40,000	JPMorgan Chase & Co.		1,397,530		1,464,400
	Property & Casualty Insurance (1.24%)
4	Berkshire Hathaway, Inc., Cl A1		301,723		480,000
	Reinsurance (1.73%)
9,000	Arch Capital Group, Ltd.1,2		602,741		670,500
Total Financials			6,797,201		6,914,070
Health Care (13.18%)
	Health Care Distributors (3.12%)
18,000	McKesson Corp.		1,255,485		1,208,880
	Health Care Facilities (3.41%)
39,000	Community Health Systems, Inc.1		1,489,242		1,318,590
	Life Sciences Tools & Services (4.23%)
17,000	Life Technologies Corp.1		876,516		803,250
17,000	Thermo Fisher Scientific, Inc.1		914,743		833,850
			1,791,259		1,637,100
	Pharmaceuticals (2.42%)
18,000	Teva Pharmaceutical Industries Ltd., ADR2		1,112,849		935,820
Total Health Care			5,648,835		5,100,390

Shares		Cost		Value
Common Stocks (continued)
Industrials (12.92%)
	Air Freight & Logistics (3.08%)
17,000	FedEx Corp.	$	1,440,711	$	1,191,870
	Environmental & Facilities Services (3.69%)
48,000	Republic Services, Inc.		1,065,250		1,427,040
	Industrial Conglomerates (2.65%)
13,000	3M Co.		1,079,566		1,026,870
	Trading Companies & Distributors (3.50%)
27,000	Fastenal Co.		1,004,547		1,355,130
Total Industrials			4,590,074		5,000,910
Information Technology (13.54%)
	Application Software (1.64%)
15,000	Citrix Systems, Inc.1		612,342		633,450
	Computer Hardware (3.31%)
5,100	Apple, Inc.1		206,432		1,282,803
	Internet Software & Services (3.48%)
37,000	AOL, Inc.1		894,972		769,230
1,300	Google, Inc., Cl A1		208,521		578,435
			1,103,493		1,347,665
	IT Consulting & Other Services (2.73%)
13,000	Equinix, Inc.1,3		961,680		1,055,860
	Systems Software (2.38%)
40,000	Microsoft Corp.		861,022		920,400
Total Information Technology			3,744,969		5,240,178
Materials (1.16%)
	Specialty Chemicals (1.16%)
10,000	Ecolab, Inc.		433,743		449,100
Telecommunication Services (6.60%)
	Wireless Telecommunication Services (6.60%)
34,000	American Tower Corp., Cl A1		586,202		1,513,000
32,000	NII Holdings, Inc.1		978,524		1,040,641
Total Telecommunication Services			1,564,726		2,553,641
Total Common Stocks			35,756,297		38,238,338
Principal Amount
Short Term Investments (0.28%)
$108,469	Repurchase Agreement with Fixed Income Clearing Corp., dated 06/30/2010, 0.00% due 07/01/2010; Proceeds at maturity – $108,469; (Fully collateralized by U.S. Treasury Note, 2.375% due 09/30/2014; Market value – $114,263)		108,469		108,469
Total Investments (99.07%)		$	35,864,766		38,346,807
Cash and Other Assets Less Liabilities (0.93%)					359,770
Net Assets				$	38,706,577
Retail Shares (Equivalent to $8.34 per share based on 3,506,103 shares outstanding)				$	29,245,879
Institutional Shares (Equivalent to $8.34 per share based on 1,134,728 shares outstanding)				$	9,460,698

% Represents percentage of net assets.

¹ Non-income producing securities.

² Foreign corporation.

³ The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.

^ADR American Depositary Receipt.

See Notes to Schedules of Investments.

Baron Investment Funds Trust June 30, 2010

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED)

1. Organization

Baron Investment Funds Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company established as a Massachusetts business trust on February 19, 1987. The Trust currently offers five series (individually a “Fund” and collectively the “Funds”): Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund (formerly, Baron iOpportunity Fund) and Baron Fifth Avenue Growth Fund. Prior to October 22, 2004, the name of the Trust was Baron Asset Fund.

Each Fund offers two classes of shares, Retail Shares and Institutional Shares, which differ only in their ongoing fees, expenses and eligibility requirements. Retail Shares are offered to all investors. Institutional Shares are for accounts in the amount of $1 million or more and are intended for certain financial intermediaries that offer shares through fee based platforms, retirement platforms or other platforms. Each class of shares has equal rights to earnings and assets except that each class bears different expenses for distribution and shareholder servicing. Investment income, realized and unrealized gains or losses on investment and foreign currency, and expenses other than those attributable to a specific class are allocated to each class based on its relative net assets. Each class of shares has exclusive voting rights with respect to matters that affect just that class.

2. Significant Accounting Policies

a) Security Valuation. Portfolio securities traded on any national stock exchange are valued based on the last sale price. For securities traded on NASDAQ, the Funds use the NASDAQ Official Closing Price. 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, or an event occurs after the market close but before the Funds are priced that materially affects the value of a security, the securities will be valued by the Adviser using policies and procedures approved by the Board of Trustees (the “Board”). The Adviser has a Fair Valuation Committee (the “Committee”) comprised of senior executives and the Committee reports to the Board every quarter. Factors the Committee considers when valuing a security include whether a current price is stale, there is recent news, the security is thinly traded, transactions are infrequent or quotations are genuine. There can be no guarantee, however, that a fair valuation used by the 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. Debt instruments will be valued on the basis of prices obtained from a pricing service approved by the Board or at the mean of the bid and ask prices from the dealer maintaining an active market in that security. Money market instruments held by the Funds with a remaining maturity of sixty days or less are valued at amortized cost, which approximates value.

Non-U.S. equity securities are valued on the basis of their most recent closing market prices and translated into U.S. dollars at 4 p.m. E.T., except under the circumstances described below. Most foreign markets close before 4 p.m. E.T. For securities primarily traded in the Far East, for example, the most recent closing prices may be as much as 15 hours old at 4 p.m. E.T. If the Adviser determines that developments between the close of the foreign market and 4 p.m. E.T. will, in its judgment, materially affect the value of some or all of the Funds’ securities, the Adviser will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of 4 p.m. E.T. In deciding whether to make these adjustments, the Adviser reviews a variety of factors, including developments in foreign markets, the performance of U.S. securities markets, and the performance of instruments trading in U.S. markets that represent non-U.S. securities and baskets of non-U.S. securities. The Adviser may also fair value securities in other situations, for example, when a particular foreign market is closed but the Funds are open. The Adviser uses outside pricing services to provide it with closing market prices and information used for adjusting those prices. 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 adjusted prices. Other mutual funds may adjust the prices of their securities by different amounts.

b) Foreign Currency Translations. Values of investments denominated in foreign currencies are translated into U.S. dollars using the price of such currencies at the time the net asset value is determined. Purchases and sales of investments are converted at the prevailing rate of exchange on the respective dates of such transactions.

c) Repurchase Agreements. The Funds may invest in repurchase agreements, which are short-term investments whereby the Funds acquire ownership of a debt security and the seller agrees to repurchase the security at a future date at a specified price. When entering into repurchase agreements, it is the Funds’ policy that their custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, equals at least 105% of the principal amount of the repurchase transaction. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited.

Baron Investment Funds Trust June 30, 2010

3. Fair Value Measurements

Fair value is defined by accounting principles generally accepted (“GAAP”) in the United States as the price that the Funds would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the investment. GAAP provides a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable or unobservable. Observable inputs are based on market data obtained from sources independent of the Funds. Unobservable inputs are inputs that reflect the Funds’ own assumptions based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.

• Level 1 – quoted prices in active markets for identical investments

• Level 2 – other significant observable inputs (including quoted prices for similar investments, non-U.S. securities that may be fair valued, repurchase agreements, etc.)

• Level 3 – significant unobservable inputs (including the Funds’ own assumptions in determining the fair value of investments)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk or liquidity associated with investing in those securities. For example, non-U.S. securities, whose markets close hours before the Funds value their holdings, may require revised valuations due to significant movement in the U.S. markets since these values are not obtained from quoted prices in an active market, such securities are reflected as Level 2.

The following is a summary of the inputs used as of June 30, 2010 in valuing the Funds’ investments carried at fair value:

Baron Asset Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Common Stocks†	$	2,505,920,269	$	—	$	—	$	2,505,920,269
Private Equity Investments†		—		—		40,400,012		40,400,012
Short Term Investments		—		34,962,522		—		34,962,522
Total Investments	$	2,505,920,269	$	34,962,522	$	40,400,012	$	2,581,282,803

^† See Schedule of Investments for additional detailed categorizations.

Baron Investment Funds Trust June 30, 2010

Baron Growth Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Common Stocks
Consumer Discretionary	$	1,339,622,460	$	—	$	—	$	1,339,622,460
Consumer Staples		333,759,941		—		—		333,759,941
Energy		571,160,807		—		—		571,160,807
Financials		584,061,074		24,750,000		—		608,811,074
Health Care		892,324,594		—		—		892,324,594
Industrials		560,090,564		—		—		560,090,564
Information Technology		673,077,432		—		—		673,077,432
Telecommunication Services		60,028,160		—		—		60,028,160
Utilities		119,047,500		—		—		119,047,500
Total Common Stocks		5,133,172,532		24,750,000		—		5,157,922,532
Private Equity Investments†		—		—		36,197,500		36,197,500
Warrants		—		524,760		—		524,760
Corporate Bonds		—		24,929,580		—		24,929,580
Short Term Investments		—		14,902,417		—		14,902,417
Total Investments	$	5,133,172,532	$	65,106,757	$	36,197,500	$	5,234,476,789

Baron Small Cap Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Common Stocks
Consumer Discretionary	$	708,651,245	$	—	$	—	$	708,651,245
Consumer Staples		15,107,376		—		—		15,107,376
Energy		246,768,285		—		—		246,768,285
Financials		213,126,704		38,728,861		—		251,855,565
Health Care		430,627,500		—		—		430,627,500
Industrials		588,780,534		—		—		588,780,534
Information Technology		386,925,283		—		—		386,925,283
Materials		72,173,000		—		—		72,173,000
Telecommunication Services		153,602,500		—		—		153,602,500
Utilities		11,904,750		—		—		11,904,750
Total Common Stocks		2,827,667,177		38,728,861		—		2,866,396,038
Private Equity Investments		—		—		14,000,000		14,000,000
Warrants†		—		524,760		—		524,760
Short Term Investments		—		119,279,505		—		119,279,505
Total Investments	$	2,827,667,177	$	158,533,126	$	14,000,000	$	3,000,200,303

^† See Schedule of Investments for additional detailed categorizations.

Baron Investment Funds Trust June 30, 2010

Baron Opportunity Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Common Stocks†	$	173,279,789	$	—	$	—	$	173,279,789
Warrants		—		0		—		0
Short Term Investments		—		5,498,441		—		5,498,441
Total Investments	$	173,279,789	$	5,498,441	$	—	$	178,778,230

Baron Fifth Avenue Growth Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Common Stocks†	$	38,238,338	$	—	$	—	$	38,238,338
Short Term Investments		—		108,469		—		108,469
Total Investments	$	38,238,338	$	108,469	$	—	$	38,346,807

^† See Schedule of Investments for additional detailed categorizations.

Following is a reconciliation of investments in which significant unobservable inputs (Level 3) were used in determining fair value:

Baron Asset Fund

Investments in Securities	Balance as of September 30, 2009		Accrued Premiums/ Discounts		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Net Purchases (Sales)		Net Transfers In (Out)		Balance as of June 30, 2010		Net Change  in Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2010
Private Equity Investments
Consumer Discretionary	$	20,800,000	$	—	$	(757,901)	$	800,006	$	(42,105)	$	—	$	20,800,000	$	—
Financials		11,200,007		—		—		8,400,005		—		—		19,600,012		8,400,005
Total	$	32,000,007	$	—	$	(757,901)	$	9,200,011	$	(42,105)	$	—	$	40,400,012	$	8,400,005

Baron Investment Funds Trust June 30, 2010

Baron Growth Fund

Investments in Securities	Balance as of September 30, 2009		Accrued Premiums/ Discounts		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Net Purchases (Sales)		Net Transfers In (Out)		Balance as of June 30, 2010		Net Change in Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2010
Private Equity Investments
Consumer Discretionary	$	29,600,000	$	—	$	—	$	—	$	—	$	—	$	29,600,000	$	—
Financials		3,770,000		—		—		2,827,500		—		—		6,597,500		2,827,500
Total	$	33,370,000	$	—	$	—	$	2,827,500	$	—	$	—	$	36,197,500	$	2,827,500
Baron Small Cap Fund
Investments in Securities	Balance as of September 30, 2009		Accrued Premiums/ Discounts		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)		Net Purchases (Sales)		Net Transfers In (Out)		Balance as of June 30, 2010		Net Change in Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2010
Private Equity Investments
Consumer Discretionary	$	14,000,000	$	—	$	—	$	—	$	—	$	—	$	14,000,000	$	—

4. Cost of Investments for Income Tax Purposes

As of June 30, 2010, the components of net assets on a tax basis were substantially as follows:

	Baron Asset Fund			Baron Growth Fund			Baron Small Cap Fund			Baron Opportunity Fund			Baron Fifth Avenue Growth Fund
Cost of investments	$	1,956,901,470		$	3,674,093,643		$	2,476,815,960		$	149,717,718		$	35,864,766
Unrealized appreciation		779,242,240			1,702,781,780			779,786,070			36,762,225			4,751,682
Unrealized depreciation		(154,860,907	)		(142,398,634	)		(256,401,727	)		(7,701,713	)		(2,269,641	)
Net unrealized appreciation	$	624,381,333		$	1,560,383,146		$	523,384,343		$	29,060,512		$	2,482,041

5. Restricted Securities

At June 30, 2010, investments in securities included securities that are restricted and/or illiquid. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale and are valued pursuant to the policies and procedures for fair value pricing approved by the Board. A security may be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Funds may receive more or less than this valuation in an actual sale and that difference could be material. At June 30, 2010, the Funds held investments in restricted and/or illiquid securities that were valued pursuant to policies and procedures for fair value pricing as follows:

Baron Asset Fund

Name of Issuer	Acquisition Date(s)	Value
Private Equity Investments
Kerzner Intl. Holdings, Ltd., Cl A	09/27/06	$	20,800,000
Windy City Investments Holdings LLC	11/13/07		19,600,012
Total Restricted Securities:		$	40,400,012
(Cost $83,960,709) (1.56% of Net Assets)

Baron Investment Funds Trust June 30, 2010

Baron Growth Fund

Name of Issuer	Acquisition Date(s)	Value
Private Equity Investments
Kerzner Intl. Holdings, Ltd., Cl A	09/27/06	$	29,600,000
Windy City Investments Holdings LLC	11/13/07		6,597,500
Total Restricted Securities:		$	36,197,500
(Cost $81,748,686) (0.69% of Net Assets)

Baron Small Cap Fund

Name of Issuer	Acquisition Date(s)	Value
Private Equity Investments
Kerzner Intl. Holdings, Ltd., Cl A	09/27/06	$	14,000,000
Warrants
Casual Male Retail Group, Inc.
Warrants, Exp 07/02/2010	07/03/03		0
Total Restricted Securities:		$	14,000,000
(Cost $35,049,000) (0.47% of Net Assets)
Baron Opportunity Fund
Name of Issuer	Acquisition Date(s)	Value
Warrants
Loudeye Corp.
Warrants, Exp 12/23/2010	12/22/04	$	0
Total Restricted Securities:		$	0
(Cost $0) (0.00% of Net Assets)

6. Transactions in “Affiliated” Companies¹

Baron Asset Fund

Name of Issuer	Balance of Shares Held on September 30, 2009	Gross Purchases and Additions	Gross Sales and Reductions	Balance  of Shares Held on June 30, 2010	Value June 30, 2010
Apollo International, Inc. S-A Conv. Pfd.4	105,264	—	105,264	—	$	—
Vail Resorts, Inc.2	2,236,741	—	437,541	1,799,200		—
Total investments in “affiliated” companies (0.00% of Net Assets)					$	0

Baron Growth Fund

Name of Issuer	Balance of Shares Held on September 30, 2009	Gross Purchases and Additions	Gross Sales and Reductions	Balance  of Shares Held on June 30, 2010	Value June 30, 2010
AMERIGROUP Corp.	2,625,000	—	—	2,625,000	$	85,260,000
Blue Nile, Inc.	800,000	—	—	800,000		37,664,000
Choice Hotels Intl., Inc.	3,000,000	—	—	3,000,000		90,630,000
DeVry, Inc.	3,650,000	—	—	3,650,000		191,588,500
Encore Acquisition Co.3	2,800,000	—	2,800,000	—		—
Peet’s Coffee & Tea, Inc.	700,000	100,000	—	800,000		31,416,000
SEACOR Holdings, Inc.2	1,100,000	—	100,000	1,000,000		—
Strayer Education, Inc.	700,000	—	—	700,000		145,523,000
Vail Resorts, Inc.	1,900,000	—	—	1,900,000		66,329,000
Total investments in “affiliated” companies (12.38% of Net Assets)					$	648,410,500

Baron Investment Funds Trust June 30, 2010

Baron Small Cap Fund

Name of Issuer	Balance of Shares Held on September 30, 2009	Gross Purchases and Additions	Gross Sales and Reductions	Balance  of Shares Held on June 30, 2010	Value June 30, 2010
AeroVironment, Inc.	1,000,000	150,000	1,150,000	—	$	—
Chesapeake Lodging Trust	—	901,862	—	901,862		13,978,861
GeoResources, Inc.2	—	1,100,000	436,700	663,300		—
Great Wolf Resorts, Inc.	3,060,000	—	—	3,060,000		6,364,800
Huron Consulting Group, Inc.	1,250,000	—	—	1,250,000		24,262,500
Iconix Brand Group, Inc.	3,750,000	150,000	—	3,900,000		56,043,000
Mistras Group, Inc.	—	1,750,000	—	1,750,000		18,760,000
National CineMedia, Inc.	2,400,000	161,946	—	2,561,946		42,682,020
Orion Marine Group, Inc.	1,100,000	300,000	—	1,400,000		19,880,000
Rubicon Technology, Inc.2	1,915,995	—	915,995	1,000,000		—
Stanley, Inc.	1,350,000	—	1,350,000	—		—
Vitacost.com, Inc.	800,000	1,525,000	—	2,325,000		20,901,750
Total investments in “affiliated” companies (6.79% of Net Assets)					$	202,872,931

¹ An “affiliated” company, as defined in the 1940 Act, is a company in which a Fund held 5% or more of the company’s outstanding voting securities at any time during the nine months ended June 30, 2010.

² As of June 30, 2010, no longer an affiliate.

³ Decrease due to merger.

⁴ Decrease due to dissolution.

For additional information regarding the Funds’ other significant accounting policies, please refer to the Funds’ most recent Annual or Semi-Annual shareholder report filed on the Securities and Exchange Commission’s website, www.sec.gov.

Item 2. Controls and Procedures.

(a) The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 3. Exhibits

1. The certifications of the registrant as required by Rule 30a-2(a) under the 1940 Act are exhibits to this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Baron Investment Funds Trust
By:	/s/    RONALD BARON
	Ronald Baron
	Chief Executive Officer
Date: August 17, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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

By:	/s/    PEGGY WONG
	Peggy Wong
	Treasurer and Chief Financial Officer
Date: August 17, 2010

EX-99.CERT

CERTIFICATIONS

I, Ronald Baron, certify that:

1. I have reviewed this report on Form N-Q of Baron Investment Funds Trust;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within in those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 17, 2010

/s/ Ronald Baron

Ronald Baron

Chief Executive Officer

I, Peggy Wong, certify that:

1. I have reviewed this report on Form N-Q of Baron Investment Funds Trust;

2. Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within in those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 17, 2010

/s/ Peggy Wong

Peggy Wong

Treasurer and Chief Financial Officer