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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-5032

BARON INVESTMENT FUNDS TRUST f/k/a

BARON ASSET FUND

(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, General Counsel

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, 2017

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, 2017 (UNAUDITED)

Shares			Cost		Value
Common Stocks (98.38%)
Consumer Discretionary (12.37%)
		Automotive Retail (0.74%)
	339,000	CarMax, Inc. 1	$	3,852,556	$	21,377,340
		Hotels, Resorts & Cruise Lines (2.14%)
	525,400	Choice Hotels International, Inc.		2,254,244		33,756,950
	500,000	Hyatt Hotels Corp., Cl A 1		13,523,436		28,105,000
				15,777,680		61,861,950
		Internet & Direct Marketing Retail (3.60%)
	297,000	Expedia, Inc.		36,853,480		44,238,150
	32,000	The Priceline Group, Inc. 1		5,125,131		59,856,640
				41,978,611		104,094,790
		Leisure Facilities (5.08%)
	725,000	Vail Resorts, Inc.		14,063,109		147,051,750
		Specialty Stores (0.81%)
	250,000	Tiffany & Co.		7,708,110		23,467,500
	Total Consumer Discretionary			83,380,066		357,853,330
Energy (0.45%)
		Oil & Gas Exploration & Production (0.45%)
	107,500	Concho Resources, Inc. 1		4,595,625		13,064,475
Financials (16.51%)
		Asset Management & Custody Banks (0.64%)
	250,000	T. Rowe Price Group, Inc.		6,031,231		18,552,500
		Financial Exchanges & Data (4.09%)
	435,000	FactSet Research Systems, Inc.		23,564,473		72,288,300
	230,000	MarketAxess Holdings, Inc.		25,489,330		46,253,000
				49,053,803		118,541,300
		Insurance Brokers (2.39%)
	475,000	Willis Towers Watson plc 2		58,514,776		69,093,500
		Investment Banking & Brokerage (3.64%)
	2,450,000	The Charles Schwab Corp.		2,351,369		105,252,000
		Property & Casualty Insurance (4.11%)
	1,275,000	Arch Capital Group Ltd. 1,2		13,874,064		118,944,750
		Regional Banks (1.64%)
	475,000	First Republic Bank		15,197,602		47,547,500
	Total Financials			145,022,845		477,931,550
Health Care (22.89%)
		Health Care Distributors (2.13%)
	337,000	Henry Schein, Inc. 1		9,010,382		61,677,740
		Health Care Equipment (7.04%)
	1,121,000	IDEXX Laboratories, Inc. 1		21,172,869		180,951,820
	110,000	Teleflex, Inc.		17,089,386		22,853,600
				38,262,255		203,805,420
		Health Care Facilities (0.61%)
	143,000	Universal Health Services, Inc., Cl B		8,105,152		17,457,440

Shares			Cost		Value
Common Stocks (continued)
Health Care (continued)
		Health Care Supplies (4.37%)
	76,000	Align Technology, Inc. 1	$	11,499,267	$	11,409,120
	240,000	The Cooper Companies, Inc.		30,555,224		57,460,800
	610,000	West Pharmaceutical Services, Inc.		26,714,894		57,657,200
				68,769,385		126,527,120
		Life Sciences Tools & Services (8.74%)
	380,000	Bio-Techne Corporation		36,982,041		44,650,000
	352,000	Illumina, Inc. 1		15,181,108		61,079,040
	250,000	Mettler-Toledo International, Inc. 1		15,496,167		147,135,000
				67,659,316		252,864,040
	Total Health Care			191,806,490		662,331,760
Industrials (15.49%)
		Aerospace & Defense (0.70%)
	416,000	BWX Technologies, Inc.		20,035,284		20,280,000
		Building Products (0.71%)
	365,000	A.O. Smith Corporation		18,441,692		20,560,450
		Construction Machinery & Heavy Trucks (1.99%)
	90,000	WABCO Holdings, Inc. 1		10,455,704		11,475,900
	505,000	Westinghouse Air Brake Technologies Corporation		33,676,456		46,207,500
				44,132,160		57,683,400
		Electrical Components & Equipment (0.67%)
	95,000	Acuity Brands, Inc.		19,770,549		19,311,600
		Environmental & Facilities Services (0.82%)
	581,087	Rollins, Inc.		16,726,224		23,656,052
		Industrial Conglomerates (1.92%)
	240,000	Roper Technologies, Inc.		20,050,485		55,567,200
		Industrial Machinery (2.60%)
	430,000	IDEX Corporation		31,397,849		48,594,300
	220,000	The Middleby Corp. 1		10,736,494		26,732,200
				42,134,343		75,326,500
		Research & Consulting Services (5.67%)
	740,000	Nielsen Holdings PLC 2		17,543,971		28,608,400
	597,833	TransUnion 1		24,276,918		25,892,147
	1,300,000	Verisk Analytics, Inc. 1		33,418,943		109,681,000
				75,239,832		164,181,547
		Trading Companies & Distributors (0.41%)
	270,000	Fastenal Co.		4,495,179		11,753,100
	Total Industrials			261,025,748		448,319,849

See Notes to Schedules of Investments.

Baron Asset Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Information Technology (22.89%)
		Application Software (6.66%)
	550,000	ANSYS, Inc. 1	$	14,771,001	$	66,924,000
	1,220,000	Guidewire Software, Inc. 1		58,902,936		83,826,200
	919,000	SS&C Technologies Holdings, Inc.		25,120,157		35,298,790
	32,000	The Ultimate Software Group, Inc. 1		6,098,077		6,721,920
				104,892,171		192,770,910
		Data Processing & Outsourced Services (3.51%)
	206,000	FleetCor Technologies, Inc. 1		7,476,912		29,707,260
	400,000	MAXIMUS, Inc.		20,233,990		25,052,000
	740,000	Vantiv, Inc., Cl A 1		40,255,110		46,871,600
				67,966,012		101,630,860
		Internet Software & Services (5.41%)
	200,000	CoStar Group, Inc. 1		34,528,695		52,720,000
	650,000	Verisign, Inc. 1		31,889,164		60,424,000
	270,872	Zillow Group, Inc., Cl A 1		7,666,898		13,229,388
	614,000	Zillow Group, Inc., CI C 1		15,676,412		30,092,140
				89,761,169		156,465,528
		IT Consulting & Other Services (6.62%)
	1,550,000	Gartner, Inc. 1		33,739,350		191,440,500
		Technology Distributors (0.69%)
	321,000	CDW Corp.		19,649,810		20,072,130
	Total Information Technology			316,008,512		662,379,928
Real Estate (7.78%)
		Office REITs (0.88%)
	60,000	Alexander’s, Inc. 3		2,675,243		25,287,600
		Real Estate Services (2.01%)
	1,600,000	CBRE Group, Inc., Cl A 1		19,628,157		58,240,000
		Specialized REITs (4.89%)
	144,505	Equinix, Inc.		9,802,123		62,015,766
	590,000	SBA Communications Corp. 1		16,542,706		79,591,000
				26,344,829		141,606,766
	Total Real Estate			48,648,229		225,134,366
	Total Common Stocks			1,050,487,515		2,847,015,258

Shares			Cost		Value
Private Equity Investments (0.11%)
Financials (0.11%)
		Asset Management & Custody Banks (0.11%)
	7,056,223	Windy City Investments Holdings, L.L.C. 1,3,4,6	$	0	$	3,274,087
Principal Amount
Short Term Investments (1.46%)
	$42,272,142	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/30/2017, 0.12% due 7/3/2017; Proceeds at maturity – $42,272,564; (Fully collateralized by $42,830,000 U.S. Treasury Note, 2.25% due 2/15/2027; Market value – $43,117,818) 5		42,272,142		42,272,142
	Total Investments (99.95%)		$	1,092,759,657		2,892,561,487
	Cash and Other Assets Less Liabilities (0.05%)					1,539,190
	Net Assets				$	2,894,100,677
	Retail Shares (Equivalent to $68.60 per share based on 28,336,006 shares outstanding)				$	1,943,812,680
	Institutional Shares (Equivalent to $70.68 per share based on 13,286,987 shares outstanding)				$	939,168,669
	R6 Shares (Equivalent to $70.67 per share based on 157,338 shares outstanding)				$	11,119,328

% 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.

⁴  At June 30, 2017, the market value of restricted and fair valued securities amounted to $3,274,087 or 0.11% of net assets. See Note 3 regarding Restricted Securities.

⁵  Level 2 security. See Note 4 regarding Fair Value Measurements.

⁶  Level 3 security. See Note 4 regarding Fair Value Measurements.

All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Shares			Cost		Value
Common Stocks (94.82%)
Consumer Discretionary (24.00%)
		Apparel, Accessories & Luxury Goods (2.05%)
	3,475,000	Under Armour, Inc., Cl A 1	$	13,912,447	$	75,616,000
	2,450,000	Under Armour, Inc., Cl C 1		8,970,548		49,392,000
				22,882,995		125,008,000
		Automotive Retail (0.13%)
	250,000	Camping World Holdings, Inc., Cl A		6,983,730		7,712,500
		Casinos & Gaming (3.48%)
	525,000	Boyd Gaming Corp.		13,239,485		13,025,250
	4,155,000	Penn National Gaming, Inc. 1		36,915,622		88,917,000
	2,650,000	Pinnacle Entertainment, Inc. 1		29,950,651		52,364,000
	2,470,582	Red Rock Resorts, Inc., Cl A		51,132,562		58,182,206
				131,238,320		212,488,456
		Education Services (2.44%)
	1,925,000	Bright Horizons Family Solutions, Inc. 1		62,442,112		148,629,250
		Hotels, Resorts & Cruise Lines (6.26%)
	3,007,500	Choice Hotels International, Inc. 4		73,061,456		193,231,875
	1,600,000	Marriott Vacations Worldwide Corp. 4		87,504,361		188,400,000
				160,565,817		381,631,875
		Internet & Direct Marketing Retail (0.17%)
	6,966,727	AO World plc (United Kingdom) 1,2		15,597,002		10,548,305
		Leisure Facilities (7.50%)
	900,000	ClubCorp Holdings, Inc.		15,420,591		11,790,000
	2,196,993	Vail Resorts, Inc. 4		80,228,702		445,616,090
				95,649,293		457,406,090
		Movies & Entertainment (1.45%)
	5,450,018	Manchester United plc, Cl A 2		77,159,985		88,562,793
		Specialty Stores (0.52%)
	799,223	Dick’s Sporting Goods, Inc.		12,230,119		31,833,052
	Total Consumer Discretionary			584,749,373		1,463,820,321
Consumer Staples (2.76%)
		Food Distributors (0.49%)
	1,100,000	Performance Food Group Co. 1		20,900,000		30,140,000
		Food Retail (0.25%)
	1,700,000	Smart & Final Stores, Inc. 1		28,520,013		15,470,000
		Household Products (1.28%)
	1,500,000	Church & Dwight Co., Inc.		13,605,477		77,820,000
		Packaged Foods & Meats (0.74%)
	550,000	TreeHouse Foods, Inc. 1		18,480,360		44,929,500
	Total Consumer Staples			81,505,850		168,359,500
Financials (22.09%)
		Asset Management & Custody Banks (4.28%)
	1,500,000	The Carlyle Group		32,844,319		29,625,000
	2,000,000	Cohen & Steers, Inc.		49,208,575		81,080,000
	2,250,000	Financial Engines, Inc.		63,928,705		82,350,000
	1,455,195	Oaktree Capital Group, LLC		65,648,565		67,812,087
				211,630,164		260,867,087

Shares			Cost		Value
Common Stocks (continued)
Financials (continued)
		Financial Exchanges & Data (8.32%)
	1,350,000	FactSet Research Systems, Inc.	$	67,699,227	$	224,343,000
	1,180,000	Morningstar, Inc.		29,712,536		92,441,200
	1,850,000	MSCI, Inc.		35,414,266		190,531,500
				132,826,029		507,315,700
		Investment Banking & Brokerage (0.49%)
	775,000	Moelis & Co., Cl A		22,607,788		30,108,750
		Life & Health Insurance (2.52%)
	2,030,000	Primerica, Inc.		43,907,721		153,772,500
		Property & Casualty Insurance (6.24%)
	3,750,000	Arch Capital Group Ltd. 1,2		36,285,036		349,837,500
	832,235	Kinsale Capital Group, Inc.		26,934,140		31,050,688
				63,219,176		380,888,188
		Thrifts & Mortgage Finance (0.24%)
	400,000	Essent Group, Ltd. 1,2		9,483,065		14,856,000
	Total Financials			483,673,943		1,347,808,225
Health Care (9.13%)
		Health Care Equipment (4.09%)
	600,000	Glaukos Corporation 1		22,490,363		24,882,000
	1,390,000	IDEXX Laboratories, Inc. 1		21,181,421		224,373,800
				43,671,784		249,255,800
		Health Care Supplies (1.65%)
	365,038	Neogen Corp. 1		8,075,677		25,227,776
	800,000	West Pharmaceutical Services, Inc.		27,688,593		75,616,000
				35,764,270		100,843,776
		Health Care Technology (0.26%)
	100,000	Evolent Health, Inc. 1		2,653,970		2,535,000
	1,003,544	Inovalon Holdings, Inc., CI A 1		19,102,555		13,196,604
				21,756,525		15,731,604
		Life Sciences Tools & Services (3.13%)
	875,000	Bio-Techne Corporation		46,302,066		102,812,500
	150,000	Mettler-Toledo International, Inc. 1		6,877,057		88,281,000
				53,179,123		191,093,500
	Total Health Care			154,371,702		556,924,680
Industrials (5.24%)
		Building Products (3.23%)
	1,000,000	CaesarStone Ltd. 1,2		13,745,322		35,050,000
	1,360,000	Masonite International Corp. 1,2		75,756,613		102,680,000
	875,000	Trex Company, Inc. 1		31,973,878		59,202,500
				121,475,813		196,932,500
		Industrial Machinery (1.40%)
	700,000	The Middleby Corp. 1		19,591,732		85,057,000
		Trading Companies & Distributors (0.61%)
	1,000,000	Air Lease Corp.		23,203,508		37,360,000
	Total Industrials			164,271,053		319,349,500

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Information Technology (21.95%)
		Application Software (8.52%)
	1,600,000	ANSYS, Inc. 1	$	37,902,179	$	194,688,000
	1,190,000	Guidewire Software, Inc. 1		38,711,926		81,764,900
	1,000,000	Pegasystems, Inc.		13,997,009		58,350,000
	4,825,000	SS&C Technologies Holdings, Inc.		39,398,777		185,328,250
				130,009,891		520,131,150
		Data Processing & Outsourced Services (2.08%)
	2,025,000	MAXIMUS, Inc.		37,797,603		126,825,750
		Electronic Components (0.76%)
	280,000	Littelfuse, Inc.		31,472,950		46,200,000
		Internet Software & Services (5.79%)
	2,324,374	Benefitfocus, Inc. 1,4		86,529,482		84,490,995
	975,000	CoStar Group, Inc. 1		42,637,436		257,010,000
	166,672	Wix.com Ltd. 1,2		8,319,610		11,600,371
				137,486,528		353,101,366
		IT Consulting & Other Services (4.80%)
	2,370,000	Gartner, Inc. 1		36,432,291		292,718,700
	Total Information Technology			373,199,263		1,338,976,966
Real Estate (8.29%)
		Diversified REITs (0.30%)
	460,135	American Assets Trust, Inc.		8,503,418		18,124,718
		Office REITs (3.18%)
	120,000	Alexander’s, Inc. 5		22,426,316		50,575,200
	3,750,000	Douglas Emmett, Inc.		50,560,518		143,287,500
				72,986,834		193,862,700
		Specialized REITs (4.81%)
	750,000	Alexandria Real Estate Equities, Inc. 5		27,827,790		90,352,500
	5,400,000	Gaming and Leisure Properties, Inc.		119,506,198		203,418,000
				147,333,988		293,770,500
	Total Real Estate			228,824,240		505,757,918
Telecommunication Services (1.36%)
		Alternative Carriers (1.36%)
	7,493,437	Iridium Communications, Inc. 1,4		45,709,971		82,802,479
	Total Common Stocks			2,116,305,395		5,783,799,589
Preferred Stocks (0.26%)
Telecommunication Services (0.26%)
		Alternative Carriers (0.26%)
	41,074	Iridium Communications, Inc., Series B, 6.75% 1,4,6		10,268,500		15,837,724

Shares			Cost		Value
Private Equity Investments (0.02%)
Financials (0.02%)
		Asset Management & Custody Banks (0.02%)
	2,375,173	Windy City Investments Holdings, L.L.C. 1,3,5,7	$	0	$	1,102,080
Principal Amount
Short Term Investments (4.79%)
	$292,483,559	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/30/2017, 0.12% due 7/3/2017; Proceeds at maturity – $292,486,484; (Fully collateralized by $170,835,000 U.S. Treasury Note, 2.00% due 11/15/2026; Market value – $167,498,422 and $129,965,000 U.S. Treasury Note, 2.25% due 2/15/2027; Market value – $130,838,365) 6		292,483,559		292,483,559
	Total Investments (99.89%)		$	2,419,057,454		6,093,222,952
	Cash and Other Assets Less Liabilities (0.11%)					6,851,482
	Net Assets				$	6,100,074,434
	Retail Shares (Equivalent to $69.57 per share based on 39,562,977 shares outstanding)				$	2,752,564,099
	Institutional Shares (Equivalent to $71.22 per share based on 46,958,291 shares outstanding)				$	3,344,290,305
	R6 Shares (Equivalent to $71.23 per share based on 45,208 shares outstanding)				$	3,220,030

% Represents percentage of net assets.

¹  Non-income producing securities.

²  Foreign corporation.

³  At June 30, 2017, the market value of restricted and fair valued securities amounted to $1,102,080 or 0.02% of net assets. This security is not deemed liquid. See Note 6 regarding Restricted Securities.

⁴  See Note 10 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.

⁶  Level 2 security. See Note 4 regarding Fair Value Measurements.

⁷  Level 3 security. See Note 4 regarding Fair Value Measurements.

All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Shares			Cost		Value
Common Stocks (98.29%)
Consumer Discretionary (17.76%)
		Advertising (0.63%)
	1,000,000	Emerald Expositions Events, Inc.	$	17,555,386	$	21,900,000
		Automotive Retail (1.55%)
	1,750,000	Camping World Holdings, Inc., Cl A		43,901,169		53,987,500
		Cable & Satellite (2.96%)
	100,000	Liberty Broadband Corporation, Cl A 1		404,823		8,579,000
	300,000	Liberty Broadband Corporation, Cl C 1		1,184,602		26,025,000
	1,100,000	Liberty SiriusXM Group, Cl C 1		2,399,373		45,870,000
	1,000,000	MSG Networks, Inc., Cl A 1		7,003,117		22,450,000
				10,991,915		102,924,000
		Casinos & Gaming (1.22%)
	1,800,000	Red Rock Resorts, Inc., Cl A		36,563,523		42,390,000
		Education Services (4.08%)
	1,500,000	Bright Horizons Family Solutions, Inc. 1		48,547,800		115,815,000
	800,000	Nord Anglia Education, Inc. 1,2		12,879,083		26,056,000
				61,426,883		141,871,000
		Home Improvement Retail (0.13%)
	110,365	Floor & Decor Holdings, Inc., Cl A 1		2,317,665		4,332,930
		Internet & Direct Marketing Retail (1.32%)
	850,000	Liberty Expedia Holdings, Inc., Cl A 1		36,289,832		45,917,000
		Movies & Entertainment (2.21%)
	750,000	Liberty Media Corporation-Liberty Formula One, Cl C 1		10,168,679		27,465,000
	250,000	The Madison Square Garden Company, Cl A 1		13,336,230		49,225,000
				23,504,909		76,690,000
		Restaurants (2.65%)
	500,000	BJ’s Restaurants, Inc. 1		16,384,828		18,625,000
	650,000	The Cheesecake Factory, Inc.		16,907,688		32,695,000
	850,000	Wingstop Inc. 1		20,620,955		26,265,000
	1,200,000	Zoe’s Kitchen, Inc. 1,3		28,425,115		14,292,000
				82,338,586		91,877,000
		Specialty Stores (1.01%)
	2,250,000	Party City Holdco, Inc. 1		32,984,775		35,212,500
	Total Consumer Discretionary			347,874,643		617,101,930
Consumer Staples (0.56%)
		Food Distributors (0.56%)
	1,500,000	The Chefs’ Warehouse, Inc. 1,3		22,433,215		19,500,000

Shares			Cost		Value
Common Stocks (continued)
Energy (2.05%)
		Oil & Gas Storage & Transportation (2.05%)
	400,000	Dominion Energy Midstream Partners, L.P. (formerly, Dominion Midstream Partners, L.P.)	$	8,400,000	$	11,540,000
	800,000	PBF Logistics LP		20,465,744		15,600,000
	2,500,000	Scorpio Tankers Inc. 2		20,750,000		9,925,000
	745,500	Valero Energy Partners LP		20,810,301		34,024,620
	Total Energy			70,426,045		71,089,620
Financials (2.42%)
		Asset Management & Custody Banks (1.05%)
	1,000,000	Financial Engines, Inc.		14,907,587		36,600,000
		Financial Exchanges & Data (0.53%)
	200,000	CBOE Holdings, Inc.		15,498,427		18,280,000
		Investment Banking & Brokerage (0.84%)
	750,000	Moelis & Co., Cl A		18,642,401		29,137,500
	Total Financials			49,048,415		84,017,500
Health Care (16.96%)
		Biotechnology (0.55%)
	1,500,000	Abcam plc (United Kingdom) 2		14,075,553		19,019,021
		Health Care Equipment (5.97%)
	500,000	Cantel Medical Corp.		20,804,109		38,955,000
	650,000	DexCom, Inc. 1		8,701,106		47,547,500
	750,000	IDEXX Laboratories, Inc. 1		11,724,552		121,065,000
				41,229,767		207,567,500
		Health Care Supplies (1.38%)
	1,250,000	The Spectranetics Corporation 1		33,281,895		48,000,000
		Life Sciences Tools & Services (7.41%)
	775,000	ICON plc 1,2		22,033,569		75,787,250
	500,000	INC Research Holdings, Inc., Cl A 1		9,250,000		29,250,000
	140,000	Mettler-Toledo International, Inc. 1		7,249,198		82,395,600
	67,902	Patheon N.V. 1,2		1,641,602		2,368,422
	900,000	PRA Health Sciences, Inc. 1		16,553,917		67,509,000
				56,728,286		257,310,272
		Managed Health Care (1.65%)
	1,150,000	HealthEquity, Inc. 1		19,890,974		57,304,500
	Total Health Care			165,206,475		589,201,293

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Industrials (22.79%)
		Aerospace & Defense (5.80%)
	750,000	DigitalGlobe, Inc. 1	$	21,329,051	$	24,975,000
	1,000,000	Mercury Systems, Inc. 1		26,116,728		42,090,000
	500,000	TransDigm Group, Inc. 1		76,351		134,435,000
				47,522,130		201,500,000
		Construction Machinery & Heavy Trucks (0.60%)
	750,000	REV Group, Inc. 1		16,959,272		20,760,000
		Diversified Support Services (0.24%)
	175,000	Healthcare Services Group, Inc.		5,146,627		8,195,250
		Electrical Components & Equipment (2.63%)
	450,000	Acuity Brands, Inc.		22,758,773		91,476,000
		Environmental & Facilities Services (3.75%)
	2,025,000	Waste Connections, Inc. 2		88,425,000		130,450,500
		Human Resource & Employment Services (2.73%)
	1,750,000	On Assignment, Inc. 1		41,063,515		94,762,500
		Industrial Machinery (3.71%)
	400,000	John Bean Technologies Corp.		34,025,097		39,200,000
	250,000	Nordson Corp.		6,938,012		30,330,000
	325,000	RBC Bearings, Incorporated 1		20,780,422		33,072,000
	1,400,000	Welbilt, Inc. 1		23,278,555		26,390,000
				85,022,086		128,992,000
		Trading Companies & Distributors (3.33%)
	1,200,000	SiteOne Landscape Supply, Inc. 1		32,619,256		62,472,000
	1,825,000	Univar, Inc. 1		37,398,551		53,290,000
				70,017,807		115,762,000
	Total Industrials			376,915,210		791,898,250
Information Technology (26.30%)
		Application Software (8.47%)
	1,000,000	ACI Worldwide, Inc. 1		11,814,864		22,370,000
	850,000	Aspen Technology, Inc. 1		31,990,281		46,971,000
	4,021,000	Cision Ltd. (formerly, Capitol Acquisition Holding Co.) 1,2,4		41,828,838		41,376,090
	1,600,000	Guidewire Software, Inc. 1		45,300,514		109,936,000
	350,000	The Ultimate Software Group, Inc. 1		5,741,550		73,521,000
				136,676,047		294,174,090

Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)
		Data Processing & Outsourced Services (3.01%)
	400,000	FleetCor Technologies, Inc. 1	$	9,414,050	$	57,684,000
	450,000	WEX, Inc. 1		18,982,530		46,921,500
				28,396,580		104,605,500
		Electronic Equipment & Instruments (2.44%)
	1,000,000	Cognex Corp.		17,347,926		84,900,000
		Internet Software & Services (3.73%)
	500,000	2U, Inc. 1		22,139,474		23,460,000
	1,350,000	GTT Communications, Inc. 1		41,237,459		42,727,500
	400,000	The Trade Desk, Inc., Cl A 1		14,200,000		20,044,000
	450,000	Wix.com Ltd. 1,2		25,924,445		31,320,000
	900,000	Yext, Inc. 1		11,641,888		11,997,000
				115,143,266		129,548,500
		IT Consulting & Other Services (6.25%)
	1,700,000	Acxiom Corp. 1		38,602,270		44,166,000
	1,400,000	Gartner, Inc. 1		23,400,287		172,914,000
				62,002,557		217,080,000
		Systems Software (0.70%)
	600,000	Qualys, Inc. 1		21,455,294		24,480,000
		Technology Hardware, Storage & Peripherals (1.70%)
	1,250,000	Electronics For Imaging, Inc. 1		53,031,020		59,225,000
	Total Information Technology			434,052,690		914,013,090
Materials (4.08%)
		Commodity Chemicals (0.25%)
	350,000	Westlake Chemical Partners LP		8,402,456		8,662,500
		Construction Materials (1.87%)
	2,250,000	Summit Materials, Inc., Cl A 1		45,576,840		64,957,500
		Metal & Glass Containers (1.31%)
	800,000	Berry Global Group, Inc. (formerly, Berry Plastics Group, Inc.) 1		12,652,147		45,608,000
		Specialty Chemicals (0.65%)
	2,515,814	Flotek Industries, Inc. 1		42,116,765		22,491,377
	Total Materials			108,748,208		141,719,377
Real Estate (4.75%)
		Office REITs (0.31%)
	100,000	SL Green Realty Corp.		2,127,325		10,580,000
		Real Estate Services (0.52%)
	500,000	CBRE Group, Inc., Cl A 1		2,180,507		18,200,000

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Real Estate (continued)
		Specialized REITs (3.92%)
	1,200,000	Gaming and Leisure Properties, Inc.	$	20,584,182	$	45,204,000
	675,000	SBA Communications Corp. 1		2,720,831		91,057,500
				23,305,013		136,261,500
	Total Real Estate			27,612,845		165,041,500
Telecommunication Services (0.62%)
		Wireless Telecommunication Services (0.62%)
	76,306,053	PT Sarana Menara Nusantara Tbk. (Indonesia) 2		15,889,781		21,699,489
	Total Common Stocks			1,618,207,527		3,415,282,049
Principal Amount
Short Term Investments (1.78%)
	$62,025,499	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/30/2017, 0.12% due 7/3/2017; Proceeds at maturity – $62,026,120; (Fully collateralized by $62,845,000 U.S. Treasury Note, 2.25% due 2/15/2027; Market value – $63,267,318) 5		62,025,499		62,025,499
	Total Investments (100.07%)		$	1,680,233,026		3,477,307,548
	Liabilities Less Cash and Other Assets (-0.07%)					(2,385,872	)
	Net Assets				$	3,474,921,676
	Retail Shares (Equivalent to $29.34 per share based on 59,041,047 shares outstanding)				$	1,732,213,008
	Institutional Shares (Equivalent to $30.22 per share based on 54,810,472 shares outstanding)				$	1,656,409,623
	R6 Shares (Equivalent to $30.21 per share based on 2,856,220 shares outstanding)				$	86,299,045

% Represents percentage of net assets.

¹  Non-income producing securities.

²  Foreign corporation.

³  See Note 6 regarding “Affiliated” companies.

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.

⁵  Level 2 security. See Note 4 regarding Fair Value Measurements.

All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Opportunity Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Shares			Cost		Value
Common Stocks (95.72%)
Consumer Discretionary (20.53%)
		Automobile Manufacturers (5.59%)
	40,000	Tesla, Inc. 1	$	8,209,677	$	14,464,400
		Internet & Direct Marketing Retail (13.07%)
	17,375	Amazon.com, Inc. 1		5,618,015		16,819,000
	48,800	Expedia, Inc.		5,484,289		7,268,760
	35,425	Netflix, Inc. 1		1,250,190		5,292,849
	2,385	The Priceline Group, Inc. 1		377,932		4,461,190
				12,730,426		33,841,799
		Movies & Entertainment (1.87%)
	298,014	Manchester United plc, Cl A 2		4,836,160		4,842,728
	Total Consumer Discretionary			25,776,263		53,148,927
Energy (0.95%)
		Oil & Gas Exploration & Production (0.95%)
	20,315	Concho Resources, Inc. 1		1,832,910		2,468,882
Financials (3.30%)
		Financial Exchanges & Data (1.43%)
	18,400	MarketAxess Holdings, Inc.		1,838,545		3,700,240
		Investment Banking & Brokerage (1.87%)
	112,600	The Charles Schwab Corp.		3,276,303		4,837,296
	Total Financials			5,114,848		8,537,536
Health Care (10.25%)
		Biotechnology (3.92%)
	40,800	Acceleron Pharma, Inc. 1		1,297,591		1,239,912
	4,700	Biogen, Inc. 1		1,307,598		1,275,392
	13,600	Clovis Oncology, Inc. 1		1,285,556		1,273,368
	9,600	Incyte Corp. 1		1,282,052		1,208,736
	48,600	Sage Therapeutics, Inc. 1		1,536,111		3,870,504
	9,100	TESARO, Inc. 1		1,293,325		1,272,726
				8,002,233		10,140,638
		Health Care Equipment (4.41%)
	29,500	Edwards Lifesciences Corp. 1		2,603,315		3,488,080
	97,800	Glaukos Corporation 1		3,220,314		4,055,766
	4,145	Intuitive Surgical, Inc. 1		2,735,646		3,877,108
				8,559,275		11,420,954
		Life Sciences Tools & Services (1.25%)
	18,615	Illumina, Inc. 1		1,282,663		3,230,075
		Pharmaceuticals (0.67%)
	40,500	Supernus Pharmaceuticals, Inc. 1		1,737,989		1,745,550
	Total Health Care			19,582,160		26,537,217
Industrials (1.00%)
		Research & Consulting Services (1.00%)
	30,690	Verisk Analytics, Inc. 1		1,497,230		2,589,315

Shares			Cost		Value
Common Stocks (continued)
Information Technology (56.82%)
		Application Software (10.89%)
	19,675	ANSYS, Inc. 1	$	404,723	$	2,394,054
	207,100	Guidewire Software, Inc. 1		5,332,081		14,229,841
	45,680	salesforce.com, Inc. 1		2,658,650		3,955,888
	42,500	Splunk, Inc. 1		2,363,035		2,417,825
	135,000	SS&C Technologies Holdings, Inc.		4,579,511		5,185,350
				15,338,000		28,182,958
		Data Processing & Outsourced Services (5.01%)
	49,200	MasterCard Incorporated, Cl A		4,071,905		5,975,340
	74,500	Visa, Inc., Cl A		5,463,796		6,986,610
				9,535,701		12,961,950
		Home Entertainment Software (1.00%)
	24,500	Electronic Arts, Inc. 1		2,177,214		2,590,140
		Internet Software & Services (23.54%)
	29,500	2U, Inc. 1		1,300,092		1,384,140
	42,000	Alibaba Group Holding Ltd., ADR 1,2		2,953,721		5,917,800
	11,850	Alphabet, Inc., Cl C 1		7,767,693		10,768,450
	197,714	Benefitfocus, Inc. 1		7,315,343		7,186,904
	42,233	CoStar Group, Inc. 1		1,138,956		11,132,619
	37,350	Facebook, Inc., Cl A 1		2,501,678		5,639,103
	147,800	Tencent Holdings Ltd. (Hong Kong) 2		4,488,314		5,285,434
	77,010	The Trade Desk, Inc., Cl A 1		1,483,955		3,858,971
	55,143	Wix.com Ltd. 1,2		3,059,112		3,837,953
	146,000	Yext, Inc. 1		1,977,843		1,946,180
	80,950	Zillow Group, Inc., Cl C 1		1,808,633		3,967,360
				35,795,340		60,924,914
		IT Consulting & Other Services (8.65%)
	351,700	Acxiom Corp. 1		6,024,060		9,137,166
	107,387	Gartner, Inc. 1		2,057,871		13,263,368
				8,081,931		22,400,534
		Semiconductors (1.15%)
	69,000	Mellanox Technologies Ltd. 1,2		2,961,177		2,987,700
		Systems Software (6.58%)
	57,551	Cloudera, Inc. 1,3		863,265		921,967
	31,300	Proofpoint, Inc. 1		2,524,109		2,717,779
	36,800	Red Hat, Inc. 1		1,615,504		3,523,600
	59,900	ServiceNow, Inc. 1		3,658,480		6,349,400
	94,300	Varonis Systems, Inc. 1		2,654,385		3,507,960
				11,315,743		17,020,706
	Total Information Technology			85,205,106		147,068,902
Real Estate (2.87%)
		Specialized REITs (2.87%)
	10,325	Equinix, Inc.		195,444		4,431,077
	22,200	SBA Communications Corp. 1		74,250		2,994,780
	Total Real Estate			269,694		7,425,857
	Total Common Stocks			139,278,211		247,776,636

See Notes to Schedules of Investments.

Baron Opportunity Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Principal Amount			Cost		Value
Short Term Investments (4.42%)
	$11,428,291	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/30/2017, 0.12% due 7/3/2017; Proceeds at maturity – $11,428,405; (Fully collateralized by $11,890,000 U.S. Treasury Note, 2.00% due 11/15/2026; Market value – $11,657,776) 4	$	11,428,291	$	11,428,291
	Total Investments (100.14%)		$	150,706,502		259,204,927
	Liabilities Less Cash and Other Assets (-0.14%)					(374,749	)
	Net Assets				$	258,830,178
	Retail Shares (Equivalent to $17.93 per share based on 11,518,032 shares outstanding)				$	206,479,984
	Institutional Shares (Equivalent to $18.45 per share based on 2,785,332 shares outstanding)				$	51,385,933
	R6 Shares (Equivalent to $18.46 per share based on 52,240 shares outstanding)				$	964,261

% 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.

⁴  Level 2 security. See Note 4 regarding Fair Value Measurements.

^ADR  American Depositary Receipt.

All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Shares			Cost		Value
Common Stocks (97.57%)
Consumer Discretionary (29.79%)
		Automobile Manufacturers (1.05%)
	5,036	Tesla, Inc. 1	$	1,272,774	$	1,821,068
		Cable & Satellite (2.74%)
	24,450	Naspers Limited, Cl N (South Africa) 2		3,602,327		4,756,373
		Internet & Direct Marketing Retail (24.74%)
	26,405	Amazon.com, Inc. 1		6,616,510		25,560,040
	91,960	Ctrip.com International Ltd., ADR 1,2		2,980,456		4,952,966
	29,321	Expedia, Inc.		3,507,773		4,367,363
	4,337	The Priceline Group, Inc. 1		2,941,040		8,112,445
				16,045,779		42,992,814
		Restaurants (1.26%)
	37,710	Starbucks Corp.		1,003,746		2,198,870
	Total Consumer Discretionary			21,924,626		51,769,125
Energy (1.30%)
		Oil & Gas Exploration & Production (1.30%)
	18,548	Concho Resources, Inc. 1		1,774,388		2,254,138
Financials (10.50%)
		Asset Management & Custody Banks (1.92%)
	84,940	Brookfield Asset Management, Inc., Cl A 2		1,716,811		3,330,497
		Consumer Finance (1.04%)
	60,667	Synchrony Financial		1,985,245		1,809,090
		Financial Exchanges & Data (2.56%)
	35,570	CME Group, Inc.		2,088,336		4,454,787
		Investment Banking & Brokerage (2.87%)
	116,272	The Charles Schwab Corp.		3,623,115		4,995,045
		Regional Banks (2.11%)
	36,627	First Republic Bank		2,619,742		3,666,363
	Total Financials			12,033,249		18,255,782
Health Care (8.98%)
		Biotechnology (2.56%)
	6,459	Biogen, Inc. 1		1,734,905		1,752,714
	5,489	Regeneron Pharmaceuticals, Inc. 1		1,763,077		2,695,868
				3,497,982		4,448,582
		Health Care Equipment (2.45%)
	4,562	Intuitive Surgical, Inc. 1		2,885,519		4,267,158
		Health Care Technology (1.00%)
	28,321	Veeva Systems, Inc., Cl A 1		1,758,780		1,736,360
		Life Sciences Tools & Services (2.97%)
	29,701	Illumina, Inc. 1		1,055,541		5,153,718
	Total Health Care			9,197,822		15,605,818

Shares			Cost		Value
Common Stocks (continued)
Industrials (1.13%)
		Research & Consulting Services (1.13%)
	23,408	Verisk Analytics, Inc. 1	$	870,323	$	1,974,933
Information Technology (38.92%)
		Application Software (0.94%)
	12,409	Mobileye N.V. 1,2		310,225		779,285
	48,528	Snap, Inc., Cl A 1,3		835,904		862,343
				1,146,129		1,641,628
		Data Processing & Outsourced Services (9.05%)
	65,205	MasterCard Incorporated, Cl A		3,418,562		7,919,148
	83,299	Visa, Inc., Cl A		2,537,808		7,811,780
				5,956,370		15,730,928
		Internet Software & Services (20.47%)
	92,830	Alibaba Group Holding Ltd., ADR 1,2		7,959,441		13,079,747
	1,948	Alphabet, Inc., Cl A 1		280,365		1,811,017
	10,046	Alphabet, Inc., Cl C 1		4,142,964		9,129,101
	65,002	Facebook, Inc., Cl A 1		1,611,512		9,814,002
	25,018	Wix.com Ltd. 1,2		1,800,207		1,741,253
				15,794,489		35,575,120
		IT Consulting & Other Services (1.24%)
	25,579	EPAM Systems, Inc. 1		1,727,106		2,150,938
		Semiconductor Equipment (2.08%)
	27,701	ASML Holding N.V. 2		1,817,805		3,609,717
		Systems Software (2.10%)
	38,097	Red Hat, Inc. 1		1,910,187		3,647,788
		Technology Hardware, Storage & Peripherals (3.04%)
	36,662	Apple, Inc.		869,664		5,280,061
	Total Information Technology			29,221,750		67,636,180
Materials (2.12%)
		Fertilizers & Agricultural Chemicals (2.12%)
	31,146	Monsanto Co.		2,616,700		3,686,440
Real Estate (4.83%)
		Specialized REITs (4.83%)
	19,555	Equinix, Inc.		3,178,515		8,392,224
	Total Common Stocks			80,817,373		169,574,640

See Notes to Schedules of Investments.

Baron Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Principal Amount			Cost		Value
Short Term Investments (3.60%)
Repurchase Agreement (3.23%)
	$5,605,499	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/30/2017, 0.12% due 7/3/2017; Proceeds at maturity – $5,605,555; (Fully collateralized by $5,835,000 U.S. Treasury Note, 2.00% due 11/15/2026 Market value – $5,721,037) 5	$	5,605,499	$	5,605,499
Shares
Securities Lending Collateral (0.37%)
	649,645	State Street Navigator Securities Lending Prime Portfolio 4,5		649,645		649,645
	Total Short Term Investments			6,255,144		6,255,144
	Total Investments (101.17%)		$	87,072,517		175,829,784
	Liabilities Less Cash and Other Assets (-1.17%)					(2,040,387	)
	Net Assets				$	173,789,397
	Retail Shares (Equivalent to $22.62 per share based on 3,620,952 shares outstanding)				$	81,902,100
	Institutional Shares (Equivalent to $22.98 per share based on 3,916,073 shares outstanding)				$	89,997,257
	R6 Shares (Equivalent to $22.99 per share based on 82,214 shares outstanding)				$	1,890,040

% Represents percentage of net assets.

¹  Non-income producing securities.

²  Foreign corporation.

³  The value of all securities loaned at June 30, 2017 amounted to $632,559 or 0.36% of net assets. See Note 2d regarding Securities Lending.

⁴  Represents investment of cash collateral received from securities lending transactions. See Note 2d regarding Securities Lending.

⁵  Level 2 security. See Note 4 regarding Fair Value Measurements.

^ADR  American Depositary Receipt.

All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Discovery Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Shares			Cost		Value
Common Stocks (92.90%)
Consumer Discretionary (15.87%)
		Cable & Satellite (1.37%)
	125,000	MSG Networks, Inc., Cl A 1	$	2,693,778	$	2,806,250
		Casinos & Gaming (4.05%)
	180,000	Pinnacle Entertainment, Inc. 1		2,996,771		3,556,800
	200,000	Red Rock Resorts, Inc., Cl A		4,492,573		4,710,000
				7,489,344		8,266,800
		Home Improvement Retail (0.56%)
	55,000	The Tile Shop Holdings, Inc.		1,132,515		1,135,750
		Internet & Direct Marketing Retail (2.38%)
	90,000	Liberty Expedia Holdings, Inc., Cl A 1		4,056,511		4,861,800
		Movies & Entertainment (1.25%)
	73,000	Liberty Media Corporation-Liberty Formula One, Cl A 1		2,046,926		2,557,190
		Restaurants (4.85%)
	57,000	Bob Evans Farms, Inc.		3,827,961		4,094,310
	35,000	Chuy’s Holdings, Inc. 1		1,054,805		819,000
	375,000	Domino’s Pizza Group plc (United Kingdom) 2		1,672,761		1,435,462
	115,000	Wingstop, Inc. 1		2,805,937		3,553,500
				9,361,464		9,902,272
		Specialty Stores (1.41%)
	183,500	Party City Holdco, Inc. 1		2,636,624		2,871,775
	Total Consumer Discretionary			29,417,162		32,401,837
Consumer Staples (0.29%)
		Packaged Foods & Meats (0.29%)
	750,000	Barfresh Food Group, Inc. 1		417,200		592,500
Energy (0.82%)
		Oil & Gas Exploration & Production (0.19%)
	239,233	Jones Energy, Inc. 1		1,090,123		382,773
		Oil & Gas Storage & Transportation (0.63%)
	45,000	Dominion Energy Midstream Partners, L.P. (formerly, Dominion Midstream Partners, L.P.)		1,060,812		1,298,250
	Total Energy			2,150,935		1,681,023
Financials (1.35%)
		Property & Casualty Insurance (1.35%)
	74,000	Kinsale Capital Group, Inc.		1,752,967		2,760,940
Health Care (24.09%)
		Biotechnology (8.40%)
	103,200	Adamas Pharmaceuticals, Inc. 1		1,700,198		1,804,968
	209,500	Flexion Therapeutics, Inc. 1		3,888,859		4,236,090
	90,900	Foundation Medicine, Inc. 1		2,242,316		3,613,275
	215,500	Myriad Genetics, Inc. 1		4,150,559		5,568,520
	24,200	Sage Therapeutics, Inc. 1		1,354,557		1,927,288
				13,336,489		17,150,141
		Health Care Equipment (4.13%)
	112,000	Glaukos Corporation 1		4,137,421		4,644,640
	23,000	Inogen, Inc. 1		1,179,820		2,194,660
	21,300	Nevro Corp. 1		1,653,257		1,585,359
				6,970,498		8,424,659

Shares			Cost		Value
Common Stocks (continued)
Health Care (continued)
		Health Care Services (2.90%)
	170,900	Teladoc, Inc. 1	$	4,530,954	$	5,930,230
		Health Care Supplies (4.94%)
	560,900	Cerus Corp. 1		2,711,287		1,407,859
	471,500	Sientra, Inc. 1		3,907,167		4,582,980
	106,500	The Spectranetics Corporation 1		2,757,120		4,089,600
				9,375,574		10,080,439
		Pharmaceuticals (3.72%)
	65,300	Pacira Pharmaceuticals, Inc. 1		2,862,126		3,114,810
	850,000	TherapeuticsMD, Inc. 1		4,615,083		4,479,500
				7,477,209		7,594,310
	Total Health Care			41,690,724		49,179,779
Industrials (11.80%)
		Aerospace & Defense (4.74%)
	468,000	The KEYW Holding Corporation 1		4,335,427		4,375,800
	126,000	Mercury Systems, Inc. 1		3,022,920		5,303,340
				7,358,347		9,679,140
		Heavy Electrical Equipment (2.11%)
	233,500	TPI Composites, Inc. 1		4,028,672		4,315,080
		Industrial Machinery (3.29%)
	24,500	ESCO Technologies, Inc.		1,053,145		1,461,425
	170,000	Kornit Digital Ltd. 1,2		2,614,585		3,289,500
	46,000	Sun Hydraulics Corp.		1,716,970		1,962,820
				5,384,700		6,713,745
		Trading Companies & Distributors (1.66%)
	65,000	SiteOne Landscape Supply, Inc. 1		2,496,022		3,383,900
	Total Industrials			19,267,741		24,091,865
Information Technology (33.32%)
		Application Software (1.20%)
	50,000	QAD, Inc., Cl A		1,469,585		1,602,500
	32,000	QAD, Inc., Cl B		648,407		859,200
				2,117,992		2,461,700
		Electronic Equipment & Instruments (3.53%)
	6,100	Coherent, Inc. 1		480,442		1,372,439
	162,000	Novanta, Inc. 1,2		4,893,990		5,832,000
				5,374,432		7,204,439
		Internet Software & Services (12.27%)
	194,200	Amber Road, Inc. 1		1,494,499		1,664,294
	135,000	CommerceHub, Inc., Series C 1		2,135,264		2,354,400
	85,700	Envestnet, Inc. 1		3,141,909		3,393,720
	475,000	JUST EAT plc (United Kingdom) 1,2		3,074,814		4,052,246
	20,000	MINDBODY, Inc., Cl A 1		556,339		544,000
	200,000	Quotient Technology, Inc. 1		2,190,188		2,300,000
	110,000	The Trade Desk, Inc., Cl A 1		3,342,047		5,512,100
	135,000	TrueCar, Inc. 1		1,888,949		2,690,550
	190,000	Yext, Inc. 1		2,613,098		2,532,700
				20,437,107		25,044,010

See Notes to Schedules of Investments.

Baron Discovery Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2017 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)
		IT Consulting & Other Services (1.40%)
	110,000	Acxiom Corp. 1	$	2,909,793	$	2,857,800
		Semiconductor Equipment (1.11%)
	112,000	Ichor Holdings Ltd. 1,2		1,507,334		2,257,920
		Semiconductors (8.02%)
	32,000	Ambarella, Inc. 1,2		1,819,147		1,553,600
	202,725	Everspin Technologies, Inc. 1		1,646,197		4,050,445
	50,000	Impinj, Inc. 1		1,183,553		2,432,500
	149,500	MACOM Technology Solutions Holdings, Inc. 1		6,348,259		8,337,615
				10,997,156		16,374,160
		Systems Software (5.79%)
	34,949	Cloudera, Inc. 1,3		524,235		559,883
	28,132	Okta, Inc. 1,3		478,244		641,410
	161,600	Qualys, Inc. 1		5,298,572		6,593,280
	108,000	Varonis Systems, Inc. 1		3,110,092		4,017,600
				9,411,143		11,812,173
	Total Information Technology			52,754,957		68,012,202
Materials (0.88%)
		Specialty Chemicals (0.88%)
	200,000	Flotek Industries, Inc. 1		2,256,168		1,788,000
Real Estate (1.34%)
		Industrial REITs (1.34%)
	100,000	Rexford Industrial Realty, Inc.		2,253,563		2,744,000
Telecommunication Services (3.14%)
		Integrated Telecommunication Services (3.14%)
	175,000	General Communication, Inc., Cl A 1		6,482,841		6,412,000
	Total Common Stocks			158,444,258		189,664,146
Warrants (0.04%)
Consumer Staples (0.04%)
		Packaged Foods & Meats (0.04%)
	300,000	Barfresh Food Group, Inc. Warrants Exp 3/13/2020 1,4,5		0		87,000

Principal Amount			Cost		Value
Short Term Investments (7.67%)
Repurchase Agreement (7.67%)
	$15,650,604	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/30/2017, 0.12% due 7/3/2017; Proceeds at maturity – $15,650,760; (Fully collateralized by $15,860,000 U.S. Treasury Note, 2.25% due 2/15/2027; Market value – $15,966,579) 5	$	15,650,604	$	15,650,604
	Total Investments (100.61%)		$	174,094,862		205,401,750
	Liabilities Less Cash and Other Assets (-0.61%)					(1,253,412	)
	Net Assets				$	204,148,338
	Retail Shares (Equivalent to $16.68 per share based on 6,650,840 shares outstanding)				$	110,905,380
	Institutional Shares (Equivalent to $16.83 per share based on 5,362,319 shares outstanding)				$	90,248,149
	R6 Shares (Equivalent to $16.83 per share based on 177,938 shares outstanding)				$	2,994,809

% 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.

⁴  At June 30, 2017, the market value of restricted and fair valued securities amounted to $87,000 or 0.04% of net assets. This security is not deemed liquid. See Note 3 regarding Restricted Securities.

⁵  Level 2 security. See Note 4 regarding Fair Value Measurements.

All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Funds June 30, 2017

NOTES TO FINANCIAL STATEMENTS (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, and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services – Investment Companies. The Trust currently offers six series (individually, a “Fund” and collectively, the “Funds”): Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund and Baron Discovery Fund.

Each Fund offers Retail Shares, Institutional Shares and R6 Shares. Each class of shares differs only in its ongoing fees, expenses and eligibility requirements. Retail Shares are offered to all investors. Institutional Shares are for investments in the amount of $1 million or more per Fund. Institutional Shares are intended for certain financial intermediaries that offer shares of Baron Funds through fee-based platforms, retirement platforms or other platforms. R6 Shares are for investments in the amount of $5 million or more per Fund. R6 Shares are available only to qualified 401(a) plans (including 401(k) plans, Keogh plans, profit sharing plans, money purchase pension plans, target benefit plans, defined benefit pension plans and Taft-Hartley multi-employer pension plans), endowment funds and foundations, any state, county or city, or its instrumentality, department, authority, or agency, 457 plans, including 457(a) governmental entity plans and tax-exempt plans, accounts registered to insurance companies, trust companies and bank trust departments, investment companies, both affiliated and not affiliated with the adviser, and any entity that is considered a corporation for tax purposes, including corporate non-qualified deferred compensation plans of such corporations. Each class of shares has equal rights to earnings and assets, except that each class bears different expenses for distribution and shareholder servicing. Each Fund’s investment income, realized and unrealized gains or losses on investments 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.

The investment goals of the Funds are as follows:

Baron Asset Fund seeks capital appreciation through long-term investments primarily in securities of medium-sized companies with undervalued assets or favorable growth prospects.

Baron Growth Fund seeks capital appreciation through long-term investments primarily in securities of small-sized growth companies.

Baron Small Cap Fund seeks capital appreciation through investments primarily in securities of small-sized growth companies.

Baron Opportunity Fund seeks capital appreciation through investments primarily in growth companies that benefit from technology advances.

Baron Fifth Avenue Growth Fund seeks capital appreciation through investments primarily in securities of large-sized growth companies.

Baron Discovery Fund seeks capital appreciation through investments primarily in securities of small-sized growth companies.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Funds. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

a) Security Valuation. The Funds’ share prices or net asset values (“NAV”) are 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 Funds’ NAVs are calculated (the “NAV Calculation Time”)) on the New York Stock Exchange (the “Exchange”) on any day the Exchange is scheduled to be open. Portfolio securities traded on any national stock exchange are valued based on the last sale price on the exchange where such shares are principally traded. For securities traded on NASDAQ, the 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 BAMCO, Inc.’s (the “Adviser”) 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 security 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 management representatives and the Committee reports to the Board every quarter. 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 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. U.S. Government obligations, money market instruments, and other debt instruments held by the Funds

with a remaining maturity of 60 days or less are generally valued at amortized cost, which approximates fair value. Debt instruments having a greater remaining maturity 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. The value of the 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 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 may use 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 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.

b) Foreign Currency Translations. Values of assets and liabilities 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 and dividend income are converted at the prevailing rate of exchange on the respective dates of such transactions. Net realized gain (loss) on foreign currency transactions includes gain (loss) arising from the fluctuation in the exchange rates between trade and settlement dates on security transactions and currency gain (loss) between the accrual and payment dates on dividends and foreign withholding taxes. The Funds do not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments and foreign currency transactions. The Funds may invest in foreign securities and foreign currency transactions that may involve risks not associated with domestic investments as a result of the level of governmental supervision and regulation of foreign securities markets and the possibility of political or economic instability, among others.

c) Securities Lending. The Funds may lend securities to certain brokers under the terms of a master netting agreement. Upon such loans, the Funds receive collateral which is maintained by the custodian. The Funds may pay fees to the custodian for administering the securities lending program. The Funds earn interest on such collateral and earn income in the form of negotiated lenders’ fees. Securities loaned are required to be secured at all times by collateral equal to at least 102% of the market value of the securities loaned. Risks may arise upon entering into securities lending to the extent that the value of the collateral is less than the value of the securities loaned due to the changes in the value of collateral or the loaned securities. The collateral is marked-to-market daily and settled on the next business day. The Funds may receive collateral in the form of cash or other eligible securities, such as a letter of credit issued by a U.S. bank or securities issued or guaranteed by the U.S. government. Securities purchased with cash collateral are subject to the risks inherent in investing in these securities.

At June 30, 2017, Baron Fifth Avenue Growth Fund had securities on loan with values of $632,559 and held $649,645 of short term investments as collateral for these loans.

d) 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 take possession of the underlying collateral securities, the market value of which, at all times, equals at least 102% 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. The information required to be disclosed by ASU No. 2011-11 for the Funds’ investments in repurchase agreements at June 30, 2017, including the fair value of the repurchase agreement and the amount of collateral, can be found in each respective Fund’s Schedule of Investments.

e) Master Limited Partnerships. The Funds may invest in master limited partnerships (“MLPs”). MLPs are limited partnerships or limited liability companies, whose partnership units or limited liability interests are listed and traded on a U.S. securities exchange, and are treated as publicly traded partnerships for federal income tax purposes. To qualify to be treated as a partnership for tax purposes, an MLP must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Internal Revenue Code of 1986, as amended. These qualifying sources include interest, dividend, real property rent, gain from sale or other disposition of real property and income from activities such as the exploration, development, mining, production, processing, refining, transportation, storage and marketing of mineral or natural resources.

Baron Funds June 30, 2017

3. RESTRICTED SECURITIES

At June 30, 2017, 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, 2017, 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
Windy City Investments Holdings, L.L.C.		11/13/2007-1/27/2011	$	3,274,087
(Cost $0) (0.11% of Net Assets)
	Baron Growth Fund
Name of Issuer	Acquisition Date(s)		Value
Private Equity Investments
Windy City Investments Holdings, L.L.C.		11/13/2007-1/27/2011	$	1,102,080
(Cost $0) (0.02% of Net Assets)
	Baron Discovery Fund
Name of Issuer	Acquisition Date(s)		Value
Warrants
Barfresh Food Group, Inc., Warrants, Exp 3/13/2020		2/23/2015	$	87,000
(Cost $0) (0.04% of Net Assets)

4. FAIR VALUE MEASUREMENTS

Fair value is defined by GAAP 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 for 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 assets or liabilities;

• Level 2 – prices determined using other inputs that are observable either directly or indirectly through corroboration with observable market data (which could include quoted prices for similar assets or liabilities, interest rates, credit risk, etc.);

• Level 3 – prices determined using unobservable inputs when quoted prices or observable inputs are unavailable, such as when there is little or no market activity for an asset or liability (unobservable inputs reflect each Fund’s own assumptions in determining the fair value of assets or liabilities and would be based on the best information available).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, non-U.S. securities, with markets that 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 Funds have procedures to determine the fair value of securities and other financial instruments for which market prices are not readily available or which may not be reliably priced. Under these procedures, the Funds primarily employ a market-based approach that may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine its fair value. The Funds may also use an income-based valuation approach in which the anticipated future cash flows of the investment are discounted to calculate fair value. Discounts may also be applied due to the nature or duration of any restrictions on the disposition of the investments. Due to the inherent uncertainty of valuations of such investments, the fair values may differ significantly from the values that would have been used had an active market existed.

Baron Funds June 30, 2017

The following is a summary of the inputs used as of June 30, 2017 in valuing the Funds’ investments carried at fair value:

	Baron Asset Fund
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks†	$	2,847,015,258	$	—	$	—	$	2,847,015,258
Private Equity Investments		—		—		3,274,087		3,274,087
Short Term Investments		—		42,272,142		—		42,272,142
Total Investments	$	2,847,015,258	$	42,272,142	$	3,274,087	$	2,892,561,487
Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2017. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the period ended June 30, 2017.
	Baron Growth Fund
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks†	$	5,783,799,589	$	—	$	—	$	5,783,799,589
Preferred Stocks		—		15,837,724		—		15,837,724
Private Equity Investments		—		—		1,102,080		1,102,080
Short Term Investments		—		292,483,559		—		292,483,559
Total Investments	$	5,783,799,589	$	308,321,283	$	1,102,080	$	6,093,222,952
Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2017. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the six months ended June 30, 2017.
	Baron Small Cap Fund
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks†	$	3,415,282,049	$	—	$	—	$	3,415,282,049
Short Term Investments		—		62,025,499		—		62,025,499
Total Investments	$	3,415,282,049	$	62,025,499	$	—	$	3,477,307,548
Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2017. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the period ended June 30, 2017.
	Baron Opportunity Fund
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks†	$	247,776,636	$	—	$	—	$	247,776,636
Short Term Investments		—		11,428,291		—		11,428,291
Total Investments	$	247,776,636	$	11,428,291	$	—	$	259,204,927
Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2017. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the period ended June 30, 2017.
	Baron Fifth Avenue Growth Fund
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks†	$	169,574,640	$	—	$	—	$	169,574,640
Short Term Investments†		—		6,255,144		—		6,255,144
Total Investments	$	169,574,640	$	6,255,144	$	—	$	175,829,784
Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2017. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the period ended June 30, 2017.

† See Schedules of Investments for additional detailed categorizations.

Baron Funds June 30, 2017

	Baron Discovery Fund
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks†	$	189,664,146	$	—	$	—	$	189,664,146
Warrants		—		87,000		—		87,000
Short Term Investments†		—		15,650,604		—		15,650,604
Total Investments	$	189,664,146	$	15,737,604	$	—	$	205,401,750
Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2017. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the period ended June 30, 2017.

† See Schedules of Investments for additional detailed categorizations.

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

	Baron Asset Fund
Investments in Securities	Balance as of September 30, 2016		Accrued Premiums/ Discounts		Net Realized Gain (Loss)		Change Net in Unrealized Appreciation (Depreciation)		Purchases		Sales/ Distributions		Transfers Into Level 3		Transfers Out of Level 3		Balance as of June 30, 2017		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2017
Private Equity Investments
Financials	$	3,175,300	$	—	$	—	$	98,787	$	—	$	—	$	—	$	—	$	3,274,087	$	98,787
Total	$	3,175,300	$	—	$	—	$	98,787	$	—	$	—	$	—	$	—	$	3,274,087	$	98,787
	Baron Growth Fund
Investments in Securities	Balance as of September 30, 2016		Accrued Premiums/ Discounts		Net Realized Gain (Loss)		Change in Net Unrealized Appreciation (Depreciation)		Purchases		Sales/ Distributions		Transfers Into Level 3		Transfers Out of Level 3		Balance as of June 30, 2017		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2017
Private Equity Investments
Financials	$	1,068,828	$	—	$	—	$	33,252	$	—	$	—	$	—	$	—	$	1,102,080	$	33,252
Total	$	1,068,828	$	—	$	—	$	33,252	$	—	$	—	$	—	$	—	$	1,102,080	$	33,252

5. COST OF INVESTMENTS FOR INCOME TAX PURPOSES

As of June 30, 2017, the components of net assets on a tax basis were as follows:

	Baron Asset Fund		Baron Growth Fund		Baron Small Cap Fund		Baron Opportunity Fund		Baron Fifth Avenue Growth Fund		Baron Discovery Fund
Cost of investments	$	1,092,759,657	$	2,419,057,454	$	1,680,233,026	$	150,706,502	$	87,072,517	$	174,094,862
Gross tax unrealized appreciation	$	1,800,350,926	$	3,707,391,761	$	1,849,909,732	$	108,854,515	$	89,014,796	$	34,943,536
Gross tax unrealized depreciation		(549,096)		(33,226,263)		(52,835,210)		(356,090)		(257,529)		(3,636,648)
Net unrealized appreciation	$	1,799,801,830	$	3,674,165,498	$	1,797,074,522	$	108,498,425	$	88,757,267	$	31,306,888

Baron Funds June 30, 2017

6. TRANSACTIONS IN “AFFILIATED” COMPANIES¹

BARON GROWTH FUND

Name of Issuer	Value at September 30, 2016		Purchase Cost		Sales Proceeds		Change in Net Unrealized Appreciation (Depreciation)		Realized Gains/ (Losses)		Dividend Income		Shares Held at June 30, 2017		Value at June 30, 2017
“Affiliated” Company as of June 30, 2017:
Benefitfocus, Inc.	$	92,789,010	$	—	$	—	$	(8,298,015)	$	—	$	—		2,324,374	$	84,490,995
Choice Hotels International, Inc.		135,578,100		—		—		57,653,775		—		1,939,838		3,007,500		193,231,875
Iridium Communications, Inc.		60,771,774		—		—		22,030,705		—		—		7,493,437		82,802,479
Iridium Communications, Inc., Series B, 6.75%		12,353,827		—		—		3,483,897		—		346,562		41,074		15,837,724
Marriott Vacations Worldwide Corp.		117,312,000		—		—		71,088,000		—		1,680,000		1,600,000		188,400,000
Vail Resorts, Inc.		323,925,824		20,357,722		—		101,332,544		—		8,078,920		2,196,993		445,616,090
	$	742,730,535	$	20,357,722	$	—	$	247,290,906		—	$	12,045,320			$	1,010,379,163
No Longer an “Affiliated” Company as of June 30, 2017:
CaesarStone Ltd.	$	78,813,900	$	—	$	39,883,157	$	(14,467,270)	$	10,586,527	$	—		1,000,000	$	35,050,000
Primerica, Inc.		132,575,000		—		34,885,299		34,845,276		21,237,523		1,257,475		2,030,000		153,772,500
	$	211,388,900	$	—	$	74,768,456	$	20,378,006	$	31,824,050	$	1,257,475			$	188,822,500
BARON SMALL CAP FUND
Name of Issuer	Value at September 30, 2016		Purchase Cost		Sales Proceeds		Change in Net Unrealized Appreciation (Depreciation)		Realized Gains/ (Losses)		Dividend Income		Shares Held at June 30, 2017		Value at June 30, 2017
“Affiliated” Company as of June 30, 2017:
The Chefs’ Warehouse, Inc.	$	18,721,472	$	—	$	2,159,866	$	3,889,917	$	(951,523)	$	—		1,500,000	$	19,500,000
Zoe’s Kitchen, Inc.		11,095,000		13,433,782		—		(10,236,782)		—		—		1,200,000		14,292,000
	$	29,816,472	$	13,433,782	$	2,159,866	$	(6,346,865)	$	(951,523)	$	—			$	33,792,000
No Longer an “Affiliated” Company as of June 30, 2017:
Cision Ltd. (formerly, Capitol Acquisition Holding Co.)	$	—	$	41,828,838	$	—	$	(452,748)	$	—	$	—		4,021,000	$	41,376,090

¹  An “Affiliated” Company (“affiliated person” 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, 2017.

7. RECENT ACCOUNTING PRONOUNCEMENTS

In October 2016, the U.S. Securities and Exchange Commission (“SEC”) adopted new rules and forms, and amendments to certain current rules and forms, to modernize reporting and disclosure of information by registered investment companies. The amendments to Regulation S-X will require standardized, enhanced disclosure about derivatives in investment company financial statements, and will also change the rules governing the form and content of such financial statements. The compliance date for the amendments to Regulation S-X is August 1, 2017. The Adviser is currently evaluating the impact that the adoption of the amendments to Regulation S-X will have on the Funds’ financial statements and related disclosures.

In December 2016, the Financial Accounting Standards Board issued Accounting Standards Update No. 2016-19 (“ASU 2016-19”), “Technical Corrections and Improvements.” The guidance includes an amendment to Topic 820, Fair Value Measurement, which clarifies the difference between a valuation approach and a valuation technique when applying the guidance in that Topic. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. The transition guidance for the amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The guidance is effective for interim periods beginning after December 15, 2016. Management is currently evaluating the implication, if any, of the additional disclosure requirements and its impact on the Funds’ financial statements.

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 Act (17 CFR 270.30a-2(a)), 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 21, 2017

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 21, 2017