BARON INVESTMENT FUNDS TRUST

N-CSR 1 d643801dncsr.htm BARON INVESTMENT FUNDS TRUST BARON INVESTMENT FUNDS TRUST


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT 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: September 30, 2018

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17CRF 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 5th Street, NW, Washington, D.C. 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

SEC 2569 (5-07)

Item 1.

Report to Stockholders.

Baron Asset Fund

Baron Growth Fund

Baron Small Cap Fund

Baron Opportunity Fund

Baron Fifth Avenue Growth Fund

Baron Discovery Fund

Baron Durable Advantage Fund

September 30, 2018

Baron Funds^®

Baron Investment Funds Trust

Annual Financial Report


Baron Asset Fund
*Ticker Symbols:*
Retail Shares: BARAX Institutional Shares: BARIX R6 Shares: BARUX
Performance			2
Top Ten Holdings			3
Sector Breakdown			3
Management’s Discussion of Fund Performance			3
Baron Growth Fund
*Ticker Symbols:*
Retail Shares: BGRFX Institutional Shares: BGRIX R6 Shares: BGRUX
Performance			4
Top Ten Holdings			5
Sector Breakdown			5
Management’s Discussion of Fund Performance			5
Baron Small Cap Fund
*Ticker Symbols:*
Retail Shares: BSCFX Institutional Shares: BSFIX R6 Shares: BSCUX
Performance			6
Top Ten Holdings			7
Sector Breakdown			7
Management’s Discussion of Fund Performance			7
Baron Opportunity Fund
*Ticker Symbols:*
Retail Shares: BIOPX Institutional Shares: BIOIX R6 Shares: BIOUX
Performance			8
Top Ten Holdings			9
Sector Breakdown			9
Management’s Discussion of Fund Performance			9
Baron Fifth Avenue Growth Fund
*Ticker Symbols:*
Retail Shares: BFTHX Institutional Shares: BFTIX R6 Shares: BFTUX
Performance			10
Top Ten Holdings			11
Sector Breakdown			11
Management’s Discussion of Fund Performance			11
Baron Discovery Fund
*Ticker Symbols:*
Retail Shares: BDFFX Institutional Shares: BDFIX R6 Shares: BDFUX
Performance			12
Top Ten Holdings			13
Sector Breakdown			13
Management’s Discussion of Fund Performance			13
Baron Durable Advantage Fund
*Ticker Symbols:*
Retail Shares: BDAFX Institutional Shares: BDAIX R6 Shares: BDAUX
Performance			14
Top Ten Holdings			15
Sector Breakdown			15
Management’s Discussion of Fund Performance			15
Financial Statements
Statements of Net Assets			16
Statements of Assets and Liabilities			29
Statements of Operations			31
Statements of Changes in Net Assets			33
Notes to Financial Statements			36
Financial Highlights			46
Report of Independent Registered Public Accounting Firm			53
Tax Information			54
Fund Expenses			55
Disclosure Regarding the Approval of the Investment Advisory Agreements for Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund and Baron Discovery Fund by the Board of Trustees			57
Management of the Funds			59

DEAR BARON INVESTMENT FUNDS SHAREHOLDER:

In this report, you will find audited financial statements for Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund and Baron Durable Advantage Fund (the “Funds”) for the year ended September 30, 2018. The U.S. Securities and Exchange Commission (the “SEC”) requires mutual funds to furnish these statements semi-annually to their shareholders. We hope you find these statements informative and useful.

We thank you for choosing to join us as fellow shareholders in Baron Funds. We will continue to work hard to justify your confidence.

Sincerely,

Ronald Baron

Chief Executive Officer and

Chief Investment Officer

November 20, 2018

Linda S. Martinson

Chairman, President and

Chief Operating Officer

November 20, 2018

Peggy Wong

Treasurer and

Chief Financial Officer

November 20, 2018

This Annual Financial Report is for the Baron Investment Funds Trust, which currently has seven series: Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund and Baron Durable Advantage Fund. If you are interested in Baron Select Funds, which contains the Baron Partners Fund, Baron Focused Growth Fund, Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund, Baron Energy and Resources Fund, Baron Global Advantage Fund, Baron Real Estate Income Fund, Baron WealthBuilder Fund and Baron Health Care Fund series, please visit the Funds’ website at www.BaronFunds.com or contact us at 1-800-99BARON.

The Funds’ Proxy Voting Policy is available without charge and can be found on the Funds’ website at www.BaronFunds.com, by clicking on the “Legal Notices” link at the bottom left corner of the homepage or by calling 1-800-99BARON and on the SEC’s website at www.sec.gov. The Funds’ most current proxy voting record, Form N-PX, is also available on the Funds’ website and on the SEC’s website.

The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. The Funds’ Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC; information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-202-551-8090. A copy of the Funds’ Forms N-Q may also be obtained upon request by calling 1-800-99BARON. Schedules of portfolio holdings current to the most recent quarter are also available on the Funds’ website.

Some of the comments contained in this report are based on current management expectations and are considered “forward-looking statements.” Actual future results, however, may prove to be different from our expectations. You can identify forward-looking statements by words such as “estimate,” “may,” “expect,” “should,” “could,” “believe,” “plan” and other similar terms. We cannot promise future returns and our opinions are a reflection of our best judgment at the time this report is compiled.

The views expressed in this report reflect those of BAMCO, Inc. (“BAMCO” or the “Adviser”) only through the end of the period stated in this report. The views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time without notice based on market and other conditions.

Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate; an investor’s shares, when redeemed, may be worth more or less than their original cost. For more complete information about Baron Funds, including charges and expenses, call, write or go to www.BaronFunds.com for a prospectus or summary prospectus. Read them carefully before you invest or send money. This report is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Funds, unless accompanied or preceded by the Funds’ current prospectus or summary prospectus.

LOGO


Baron Asset Fund (Unaudited)		September 30, 2018

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON ASSET FUND (RETAIL SHARES)

IN RELATION TO THE RUSSELL MIDCAP GROWTH INDEX AND THE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED SEPTEMBER 30, 2018
	One Year		Three Years		Five Years		Ten Years		Since Inception (June 12, 1987)
Baron Asset Fund — Retail Shares^1,2		23.11%		18.76%		14.14%		12.17%		11.78%
Baron Asset Fund — Institutional Shares^1,2,4		23.43%		19.08%		14.45%		12.45%		11.87%
Baron Asset Fund — R6 Shares^1,2,4		23.43%		19.07%		14.44%		12.45%		11.87%
Russell Midcap Growth Index¹		21.10%		16.65%		13.00%		13.46%		10.33%	³
S&P 500 Index¹		17.91%		17.31%		13.95%		11.97%		9.94%

The indexes are unmanaged. The Russell Midcap^TM Growth Index measures the performance of medium-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends reinvested, which positively impact the performance results.

Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower.

³	For the period June 30, 1987 to September 30, 2018.

⁴

Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares. Performance for the R6 Shares prior to January 29, 2016 is based on the performance of the Institutional Shares, and prior to May 29, 2009 is based on the Retail Shares. The Retail Shares have a distribution fee, but Institutional Shares and R6 Shares do not. If the annual returns for the Institutional Shares and R6 Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher.


September 30, 2018 (Unaudited)		Baron Asset Fund

TOP TEN HOLDINGS AS OF SEPTEMBER 30, 2018


	Percent of Net Assets
IDEXX Laboratories, Inc.		6.7%
Gartner, Inc.		6.7%
Vail Resorts, Inc.		4.8%
Verisk Analytics, Inc.		4.1%
Mettler-Toledo International, Inc.		3.9%
Guidewire Software, Inc.		3.5%
Illumina, Inc.		3.0%
The Charles Schwab Corp.		2.9%
Verisign, Inc.		2.8%
ANSYS, Inc.		2.8%
		41.2%

SECTOR BREAKDOWN AS OF SEPTEMBER 30, 2018^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the 12-month period ended September 30, 2018, Baron Asset Fund¹ increased 23.11%, while the Russell Midcap Growth Index gained 21.10% and the S&P 500 Index gained 17.91%.

Baron Asset Fund invests primarily in medium-sized growth companies for the long term, using a value-oriented purchase discipline. The Fund purchases companies that we believe have sustainable competitive advantages, strong financial characteristics, and exceptional management; and operate in industries with favorable growth characteristics.

With the exception of a two-month stretch of volatility in February and March, the markets continued their upward trajectory from the prior 12-month period, reaching new highs in late September. Robust corporate earnings, low unemployment levels, and a strong economy fueled the bull market run, offsetting any challenges from trade tensions and other geopolitical concerns, interest rate increases, and continued turmoil in Washington. However, late in the period, volatility returned as investors reacted to a more hawkish tone from the Fed, speculation about the domestic impacts of the ongoing trade war, and uncertainty surrounding the upcoming midterm elections.

The Fund’s investments in Information Technology, Health Care, and Industrials contributed the most to performance. There were no sectors that detracted from performance in the period.

Veterinary diagnostics leader IDEXX Laboratories, Inc. was the top contributor. Shares rallied throughout much of the period, as competitive trends remained strong, highlighted by instrument installed base growth of 20%. Domestic lab growth is more than twice that of competitor VCA, and sales productivity is improving. We think new proprietary innovations and field sales force expansion should be meaningful contributors to growth. Margins are moving significantly higher, and we believe they can approach 30% over the next several years.

The top detractor was Arch Capital Group Ltd. Shares of the specialty insurance and reinsurance company declined after a mortgage insurance competitor cut premium rates, leading to concerns about industry pricing pressure. Moreover, Freddie Mac introduced a new pilot program for distributing mortgage insurance, sparking concerns about greater competition. We continue to own the stock due to Arch’s strong management team and underwriting discipline.

We continue to believe that mid-sized growth stocks represent an attractive investment opportunity. The U.S. economy remains among the world’s healthiest, its equity market multiples remain within the range of their long-term historic averages, and interest rates continue to be quite low by historic standards. We believe our diversified portfolio of fast growing, well managed, competitively advantaged businesses will continue to perform well in this environment. There is, of course, no guarantee that this will be the case.

^†

Sector levels are provided from the Global Industry Classification Standard (“GICS”), developed and exclusively owned by MSCI, Inc. and Standard & Poor’s Financial Services LLC, unless otherwise stated that they have been reclassified or classified by the Adviser. All GICS data is provided “as is” with no warranties.

¹	Performance information reflects results of the Retail Shares.


Baron Growth Fund (Unaudited)		September 30, 2018

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON GROWTH FUND (RETAIL SHARES)

IN RELATION TO THE RUSSELL 2000 GROWTH INDEX AND THE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED SEPTEMBER 30, 2018
	One Year		Three Years		Five Years		Ten Years		Since Inception (December 31, 1994)
Baron Growth Fund — Retail Shares^1,2		25.55%		17.62%		11.62%		12.40%		13.46%
Baron Growth Fund — Institutional Shares^1,2,3		25.86%		17.93%		11.90%		12.67%		13.57%
Baron Growth Fund — R6 Shares^1,2,3		25.88%		17.93%		11.90%		12.67%		13.57%
Russell 2000 Growth Index¹		21.06%		17.98%		12.14%		12.65%		8.54%
S&P 500 Index¹		17.91%		17.31%		13.95%		11.97%		10.19%

The indexes are unmanaged. The Russell 2000^® Growth Index measures the performance of small-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends reinvested, which positively impact the performance results.


September 30, 2018 (Unaudited)		Baron Growth Fund

TOP TEN HOLDINGS AS OF SEPTEMBER 30, 2018


	Percent of Net Assets
Vail Resorts, Inc.		8.2%
CoStar Group, Inc.		5.2%
Gartner, Inc.		5.1%
MSCI, Inc.		4.6%
Arch Capital Group Ltd.		4.5%
IDEXX Laboratories, Inc.		4.3%
ANSYS, Inc.		4.0%
FactSet Research Systems, Inc.		4.0%
Choice Hotels International, Inc.		3.6%
Primerica, Inc.		3.3%
		46.8%

SECTOR BREAKDOWN AS OF SEPTEMBER 30, 2018^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the 12-month period ended September 30, 2018, Baron Growth Fund¹ gained 25.55%, while the Russell 2000 Growth Index gained 21.06% and the S&P 500 Index gained 17.91%.

Baron Growth Fund invests primarily in small-sized U.S. growth companies for the long term. Through independent research, we utilize an investment approach that we believe allows us to look at a business’s fundamental characteristics and beyond the current market environment. We invest based on the potential profitability of a business at what we believe are attractive valuations.

Information Technology, Consumer Discretionary, and Financials were the top contributing sectors in the period. No sectors detracted.

Real estate information and marketing services provider CoStar Group, Inc. was the top contributor. Shares appreciated on excellent business trends, with consistently strong revenue and bookings growth. We are excited about the upsell of Loopnet Premium Searcher customers to the flagship CoStar product, which we believe can contribute an incremental $150 million-$200 million of recurring revenue. CoStar has a large opportunity to optimize its Premium Lister product, and we expect the company’s acquisition of ForRent to be meaningfully accretive beginning next year.

The Fund continues to invest in a portfolio of businesses that have better financial characteristics than the benchmark index against which it is compared. These businesses have higher operating profit margins, net margins, EBITDA margins, return on invested capital, return on equity, return on assets, and lower standard deviations of earnings growth. While we do not try to predict short-term macro developments or current events, we believe conditions remain favorable for the U.S. economy and equity markets.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Small Cap Fund (Unaudited)		September 30, 2018

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON SMALL CAP FUND (RETAIL SHARES)

IN RELATION TO THE RUSSELL 2000 GROWTH INDEX AND THE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED SEPTEMBER 30, 2018
	One Year		Three Years		Five Years		Ten Years		Since Inception (September 30, 1997)
Baron Small Cap Fund — Retail Shares^1,2		25.00%		20.00%		11.98%		12.53%		10.58%
Baron Small Cap Fund — Institutional Shares^1,2,3		25.33%		20.32%		12.28%		12.80%		10.71%
Baron Small Cap Fund — R6 Shares^1,2,3		25.34%		20.31%		12.27%		12.80%		10.71%
Russell 2000 Growth Index¹		21.06%		17.98%		12.14%		12.65%		6.70%
S&P 500 Index¹		17.91%		17.31%		13.95%		11.97%		7.50%


September 30, 2018 (Unaudited)		Baron Small Cap Fund

TOP TEN HOLDINGS AS OF SEPTEMBER 30, 2018


	Percent of Net Assets
Gartner, Inc.		4.7%
Guidewire Software, Inc.		3.8%
IDEXX Laboratories, Inc.		3.1%
Teladoc Health, Inc.		3.0%
Waste Connections, Inc.		2.8%
TransDigm Group, Inc.		2.8%
ASGN Incorporated		2.8%
The Ultimate Software Group, Inc.		2.8%
The Trade Desk		2.7%
ICON plc		2.5%
		31.0%

SECTOR BREAKDOWN AS OF SEPTEMBER 30, 2018^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the 12-month period ended September 30, 2018, Baron Small Cap Fund¹gained 25.00%, while the Russell 2000 Growth Index increased 21.06% and the S&P 500 Index increased 17.91%.

Baron Small Cap Fund invests primarily in small-cap growth companies for the long term. The Fund invests in what we believe are well-run small-cap growth businesses that can be purchased at prices that represent a significant discount to our assessment of future value.

Investments in Information Technology, Health Care, and Industrials were the top contributors to performance. Holdings in Materials and Energy detracted.

Teladoc Health, Inc., the largest telehealth company in the U.S., was the top contributor. Shares rose sharply in the period on strong revenue and earnings. Membership increased 48% and utilization rose to 8%. The integration of recently acquired Advanced Medical, the ex-U.S. leader in virtual care, is on pace, and the company completed an oversubscribed $5 million share follow-on equity offering in late July. We continue to be excited about our investment in Teladoc.

Camping World Holdings, Inc., the U.S.’s largest retailer of recreational vehicles (RVs), detracted the most from performance in the period. Shares fell on investor concerns about elevated industry-wide dealer inventories and frustration with the amount of capital allocated to the recently acquired outdoor retail businesses. We remain investors, as we believe the long-term opportunity for consolidating the fragmented RV retail space at high returns on capital remains unchanged, recent inventory excesses should prove transient, and the new outdoor retail segment should integrate well in the coming quarters.

Baron Small Cap Fund invests primarily in classic growth stocks that we believe have significant long-term growth prospects and can be purchased at what we believe are attractive prices because their prospects have not yet been appreciated by investors. We also invest in fallen angels, which are companies that we believe have strong long-term franchises but have disappointed investors with short-term results, creating what we believe is a buying opportunity. A third category of investment is special situations, including spin-offs and recapitalizations, where lack of investor awareness creates opportunities to purchase what we believe are strong businesses at attractive prices.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Opportunity Fund (Unaudited)		September 30, 2018

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON OPPORTUNITY FUND^† (RETAIL SHARES)

IN RELATION TO THE RUSSELL 3000 GROWTH INDEX AND THE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED SEPTEMBER 30, 2018
	One Year		Three Years		Five Years		Ten Years		Since Inception (February 29, 2000)
Baron Opportunity Fund — Retail Shares^1,2		37.41%		23.10%		13.30%		13.95%		7.24%
Baron Opportunity Fund — Institutional Shares^1,2,3		37.73%		23.39%		13.59%		14.23%		7.38%
Baron Opportunity Fund — R6 Shares^1,2,3		37.83%		23.43%		13.61%		14.24%		7.39%
Russell 3000 Growth Index¹		25.89%		20.36%		16.23%		14.18%		4.81%
S&P 500 Index¹		17.91%		17.31%		13.95%		11.97%		6.20%

^†	The Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future.

The indexes are unmanaged. The Russell 3000^® Growth Index measures the performance of those companies classified as growth among the largest 3,000 U.S. companies, and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends reinvested, which positively impact the performance results.

Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the Adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower.

Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares. Performance for the R6 Shares prior to August 31, 2016 is based on the performance of the Institutional Shares, and prior to May 29, 2009 is based on the Retail Shares. The Retail Shares have a distribution fee, but Institutional Shares and R6 Shares do not. If the annual returns for the Institutional Shares and R6 Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher.


September 30, 2018 (Unaudited)		Baron Opportunity Fund

TOP TEN HOLDINGS AS OF SEPTEMBER 30, 2018


	Percent of Net Assets
Amazon.com, Inc.		6.3%
Microsoft Corporation		5.0%
Guidewire Software, Inc.		4.9%
Alphabet Inc.		4.8%
Gartner, Inc.		4.4%
Apple, Inc.		4.1%
Acxiom Corporation		2.8%
CoStar Group, Inc.		2.7%
Tesla, Inc.		2.3%
Wix.com Ltd.		2.2%
		39.5%

SECTOR BREAKDOWN AS OF SEPTEMBER 30, 2018^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the 12-month period ended September 30, 2018, Baron Opportunity Fund¹ gained 37.41%, while the Russell 3000 Growth Index gained 25.89% and the S&P 500 Index gained 17.91%.

Baron Opportunity Fund invests primarily in U.S. growth companies that we believe are driving or benefiting from innovation, through development of pioneering, transformative, or technologically advanced products and services. The Fund invests in high growth businesses of any market capitalization, selected for their capital appreciation potential.

Investments in Information Technology, Consumer Discretionary, and Health Care contributed the most during the period. No sectors detracted.

Shares of top contributor Amazon.com, Inc., the world’s largest retailer and cloud services provider, rose in the period on consistently strong quarterly results as it continued to increase its total addressable market at an unprecedented pace. We believe Amazon can keep gaining share in the $1 trillion global advertising market, which would not only present a large revenue opportunity, but also substantially improve the company’s core margins. Amazon remains one of our highest conviction investment ideas, and we believe it may one day become the world’s most valuable company.

Tesla, Inc., a maker of electric vehicles, solar products, and energy storage solutions, was the top detractor in the period. Shares declined sharply in March on the company’s Model 3 ramp-up that was slower than market expectations, a government investigation into a fatal Model X accident, a Moody’s downgrade of its bond rating, and a recall of more than 100,000 Model S vehicles. The stock also fell in August on investor concerns around CEO Elon Musk’s announcement of potential privatization, which led to lawsuits and investigations. Departures of a few executives and Street expectations for lower production and deliveries also pressured the stock. We retain conviction. We believe Tesla solved fundamental production issues, and expect it to optimize its production line to meet its margins and profitability targets over time.

We remain focused on finding unique businesses across different segments of the economy that we believe offer long-term secular growth, sustainable competitive advantages, high-quality management teams, and attractive stock prices. We believe that investment returns for stocks are driven by earnings growth, and therefore direct our research towards understanding the drivers of business profit and projecting future profit growth as accurately as we can.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Fifth Avenue Growth Fund (Unaudited)		September 30, 2018

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON FIFTH AVENUE GROWTH FUND

(RETAIL SHARES) IN RELATION TO THE RUSSELL 1000 GROWTH INDEX AND THE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED SEPTEMBER 30, 2018
	One Year		Three Years		Five Years		Ten Years		Since Inception (April 30, 2004)
Baron Fifth Avenue Growth Fund — Retail Shares^1,2		29.03%		22.41%		16.56%		12.80%		9.64%
Baron Fifth Avenue Growth Fund — Institutional Shares^1,2,3		29.38%		22.74%		16.86%		13.07%		9.82%
Baron Fifth Avenue Growth Fund — R6 Shares^1,2,3		29.37%		22.75%		16.86%		13.07%		9.83%
Russell 1000 Growth Index¹		26.30%		20.55%		16.58%		14.31%		10.39%
S&P 500 Index¹		17.91%		17.31%		13.95%		11.97%		9.18%

The indexes are unmanaged. The Russell 1000^® Growth Index measures the performance of large-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends reinvested, which positively impact the performance results.

Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the Adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower.


September 30, 2018 (Unaudited)		Baron Fifth Avenue Growth Fund

TOP TEN HOLDINGS A S OF SEPTEMBER 30, 2018


	Percent of Net Assets
Amazon.com, Inc.		16.4%
Alibaba Group Holding Limited		5.0%
Mastercard Incorporated		4.7%
Alphabet Inc.		4.7%
Illumina, Inc.		4.3%
Activision Blizzard, Inc.		4.1%
Visa, Inc.		4.1%
Intuitive Surgical, Inc.		3.8%
Facebook, Inc.		3.6%
Veeva Systems Inc.		3.1%
		53.8%

SECTOR BREAKDOWN AS OF SEPTEMBER 30, 2018^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the 12-month period ended September 30, 2018, Baron Fifth Avenue Growth Fund¹ gained 29.03%, while the Russell 1000 Growth Index gained 26.30% and the S&P 500 Index gained 17.91%.

Baron Fifth Avenue Growth Fund focuses on identifying and investing in what we believe are unique companies with sustainable competitive advantages that have the ability to redeploy capital at high rates of return. The portfolio is constructed on a bottom-up basis, with the quality of ideas and conviction level the most important determinants of the size of each investment. We expect our highest conviction businesses to have meaningful weight in the portfolio. Sector weightings are incidental to portfolio construction, and exposure to any sector is a result of stock selection.

Consumer Discretionary, Information Technology, and Health Care were the top contributing sectors in the period. The Real Estate sector detracted.

The top detractor was dominant online Chinese travel agent Ctrip.com International, Ltd. Shares declined in the period due to investor concerns about a new Chinese regulation on cross-selling travel methods and the subsequent slowdown in growth. We retain conviction. While a potential trade war remains a short-term headwind, Chinese travelers represent the fastest growing and largest segment of global travelers, and we believe Ctrip remains well positioned to capitalize on the trend. The company has maintained its target of 1 trillion RMB in bookings by 2021, which we view as achievable.

The Fund seeks to manage risk by focusing on business risk (competition, management, regulations), valuation risk (purchase price providing a large enough margin of safety), financial risk (leverage and capital structure), and analysis risk (our assumptions). Our objective is not to predict how markets may perform in a given year. Instead, we aim to create a portfolio of unique companies with different end markets because, in our experience, this is the best way to manage market risk over time.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Discovery Fund (Unaudited)		September 30, 2018

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON DISCOVERY FUND^† (RETAIL SHARES)

IN RELATION TO THE RUSSELL 2000 GROWTH INDEX AND THE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED SEPTEMBER 30, 2018
	One Year		Three Years		Five Years and Since Inception (September 30, 2013)
Baron Discovery Fund — Retail Shares^1,2		35.41%		29.82%		19.48%
Baron Discovery Fund — Institutional Shares^1,2		35.74%		30.14%		19.77%
Baron Discovery Fund — R6 Shares^1,2,3		35.75%		30.15%		19.77%
Russell 2000 Growth Index¹		21.06%		17.98%		12.14%
S&P 500 Index¹		17.91%		17.31%		13.95%

^†	The Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future.

Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the Adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower.

³	Performance for the R6 Shares prior to August 31, 2016 is based on the performance of the Institutional Shares.


September 30, 2018 (Unaudited)		Baron Discovery Fund

TOP TEN HOLDINGS AS OF SEPTEMBER 30, 2018


	Percent of Net Assets
The Trade Desk		3.8%
CareDx, Inc.		3.5%
Teladoc Health, Inc.		3.2%
Mercury Systems, Inc.		3.2%
Myriad Genetics, Inc.		3.0%
Intersect ENT, Inc.		2.9%
IntriCon Corporation		2.4%
Sientra, Inc.		2.3%
TherapeuticsMD, Inc.		2.3%
Americold Realty Trust		2.2%
		28.8%

SECTOR BREAKDOWN AS OF SEPTEMBER 30, 2018^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the 12-month period ended September 30, 2018, Baron Discovery Fund¹ increased 35.41%, while the Russell 2000 Growth Index gained 21.06% and the S&P 500 Index gained 17.91%.

Baron Discovery Fund invests primarily in small-sized U.S. companies with significant growth potential and market capitalizations up to the weighted median market capitalization of the Russell 2000 Growth Index at June 30 and December 31, or companies with market capitalizations up to $1.5 billion, whichever is larger. The Fund invests for the long term at attractive valuations in companies with appropriately capitalized, open-ended growth opportunities, exceptional leadership, and sustainable competitive advantages.

The Health Care, Information Technology, and Industrials sectors contributed the most in the period. Communication Services and Energy detracted modestly.

Shares of top contributor Teladoc Health, Inc., the largest telehealth company in the U.S., rose in the period on consistently strong quarterly earnings results that beat market expectations. A severe flu season in early 2018 drove increased call volume, and an increase in fee-only telehealth “visits” also helped boost the stock price. In the second quarter of 2018, Teladoc acquired Advanced Medical, a global provider of telemedicine, behavioral health, and expert second opinions. The integration, which will add chronic care management and medical adherence to Teladoc’s capabilities, is on pace.

The top detractor was MACOM Technology Solutions Holdings, Inc., a designer and manufacturer of analog semiconductors. Shares declined due to lower sales of optical data connection components to Chinese telecommunications customers, which led to earnings results in November 2017 that missed investor expectations. Shares fell further in February 2018 on the company’s growth rate of its optical network connectors that missed analyst expectations. Though we are convinced of MACOM’s market potential, we reduced our position in March 2018 in favor of other higher-conviction ideas.

We think the long-term fundamentals of our companies remain strong. The companies we own are high quality, innovative and run by excellent management teams. We are optimistic that they will be significantly bigger next year than they are today and that this growth can continue for years after. There is, of course, no guarantee that this will be the case.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Durable Advantage Fund		September 30, 2018

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON DURABLE ADVANTAGE FUND

(RETAIL SHARES) IN RELATION TO THE S&P 500 INDEX

LOGO


TOTAL RETURNS FOR THE PERIOD ENDED SEPTEMBER 30, 2018
	Since Inception (December 29, 2017)
Baron Durable Advantage Fund — Retail Shares^1,2		7.40%
Baron Durable Advantage Fund — Institutional Shares^1,2		7.60%
Baron Durable Advantage Fund — R6 Shares^1,2		7.50%
S&P 500 Index¹		10.56%

¹	The index is unmanaged. The S&P 500 Index measures the performance of 500 widely held large cap U.S. companies. The index and Baron Durable Advantage Fund are with dividends reinvested, which positively impact the performance results.

Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the Adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower.


September 30, 2018 (Unaudited)		Baron Durable Advantage Fund

TOP TEN HOLDINGS AS OF SEPTEMBER 30, 2018


	Percent of Net Assets
Microsoft Corporation		5.0%
UnitedHealth Group Incorporated		4.8%
Mastercard Incorporated		4.6%
Alphabet Inc.		4.4%
Apple, Inc.		4.1%
S&P Global Inc.		4.0%
Moody’s Corporation		3.7%
Electronic Arts Inc.		3.5%
LVMH Moet Hennessy Louis Vuitton SE		3.3%
BlackRock Inc.		3.3%
		40.7%

SECTOR BREAKDOWN AS OF SEPTEMBER 30, 2018^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

Since the initial offering of shares on December 29, 2017 through September 30, 2018, Baron Durable Advantage Fund¹ increased 7.40%, while the S&P 500 Index rose 10.56%.

Baron Durable Advantage Fund invests mainly in large-sized U.S. companies with competitive advantages and market capitalizations no smaller than the top 90^th percentile by market capitalization of the S&P 500 Index at June 30, or companies with market capitalizations above $10 billion, whichever is smaller. The Fund emphasizes businesses with excess free cash flow that can be returned to shareholders.

With the exception of a two-month stretch of volatility in February and March, the markets continued their upward trajectory, reaching new highs in late September. Robust corporate earnings, low unemployment levels, and a strong economy fueled the bull market run, offsetting any challenges from trade tensions and other geopolitical concerns, interest rate increases, and continued turmoil in Washington. However, late in the period, volatility returned as investors reacted to a more hawkish tone from the Fed, speculation about the domestic impacts of the ongoing trade war, and uncertainty surrounding the upcoming midterm elections.

In the period since the Fund’s inception, Information Technology, Financials, and Health Care contributed to performance. Industrials and Real Estate were the top detracting sectors.

Mastercard Incorporated, a leading global payment network, was the top contributor in the nine months since the Fund’s launch. The stock appreciated on continued strong quarterly results with double-digit revenue and EPS growth. Management raised full-year guidance for 2018, which now calls for around 20% revenue growth. We believe Mastercard is a prime beneficiary of global consumer spending growth and the secular shift from cash to electronic payments.

Naspers Limited, a South African company that operates pay television, print media, and an internet division, was the top detractor. The majority of its value is attributed to its large ownership stake in China-based Tencent Holdings. Naspers stock fell during the period due to a widening discount between its investment in Tencent and the total net asset value of the combined Naspers investment. We retain conviction. Naspers is considering ways to narrow this discount, which include potentially listing on other foreign exchanges and accelerating growth of the late-stage venture business.

Our goal is to invest in large-cap companies that we believe have strong and durable competitive advantages, proven track records of successful capital allocation, high returns on invested capital, and high free cash flow generation, a significant portion of which is regularly returned to the shareholders in the form of either dividends or share repurchases. We hope to maximize long-term returns without taking significant risks of permanent loss of capital. We are optimistic about the prospects of the companies in which we are invested and will always continue to search for new ideas and opportunities.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Asset Fund		September 30, 2018

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (97.59%)
Communication Services (2.28%)
		Cable & Satellite (0.82%)
	354,000	Liberty Broadband Corporation, Cl C¹	$	25,461,927	$	29,842,200

		Interactive Media & Services (1.46%)
	92,000	IAC/InterActiveCorp.¹		19,402,948		19,938,240
	177,831	Zillow Group, Inc., Cl A¹		4,763,230		7,860,130
	574,374	Zillow Group, Inc., CI C¹		14,494,344		25,416,050

				38,660,522		53,214,420

	Total Communication Services			64,122,449		83,056,620


Consumer Discretionary (10.72%)
		Automotive Retail (0.36%)
	178,446	CarMax, Inc.¹		2,023,599		13,324,563

		Hotels, Resorts & Cruise Lines (2.24%)
	507,442	Choice Hotels International, Inc.		2,173,983		42,269,919
	496,233	Hyatt Hotels Corp., Cl A		13,413,212		39,495,184

				15,587,195		81,765,103

		Internet & Direct Marketing Retail (2.43%)
	25,759	Booking Holdings, Inc.¹		4,113,567		51,105,856
	288,627	Expedia Group, Inc.		35,637,276		37,660,051

				39,750,843		88,765,907

		Leisure Facilities (4.81%)
	639,538	Vail Resorts, Inc.		12,388,781		175,502,018

		Specialty Stores (0.88%)
	248,117	Tiffany & Co.		7,649,601		31,999,649

	Total Consumer Discretionary			77,400,019		391,357,240


Energy (0.31%)
		Oil & Gas Exploration & Production (0.31%)
	74,931	Concho Resources, Inc.¹		3,203,300		11,445,710


Financials (12.09%)
		Asset Management & Custody Banks (0.98%)
	327,514	T. Rowe Price Group, Inc.		12,239,533		35,757,978

		Financial Exchanges & Data (3.60%)
	401,723	FactSet Research Systems, Inc.		21,659,549		89,869,452
	233,267	MarketAxess Holdings, Inc.		26,260,605		41,635,827

				47,920,154		131,505,279

		Insurance Brokers (1.38%)
	356,421	Willis Towers Watson plc²		43,878,570		50,233,976

		Investment Banking & Brokerage (2.86%)
	2,125,936	The Charles Schwab Corp.		1,921,092		104,489,754

		Property & Casualty Insurance (2.03%)
	2,478,444	Arch Capital Group Ltd.^1,2		8,935,864		73,882,416

		Regional Banks (1.24%)
	471,421	First Republic Bank		14,958,209		45,256,416

	Total Financials			129,853,422		441,125,819


Shares			Cost		Value
Common Stocks (continued)
Health Care (24.20%)
		Biotechnology (0.66%)
	170,658	Sage Therapeutics, Inc.¹	$	27,223,281	$	24,105,442

		Health Care Equipment (8.18%)
	976,630	IDEXX Laboratories, Inc.¹		18,197,737		243,825,446
	205,644	Teleflex, Inc.		41,408,216		54,719,812

				59,605,953		298,545,258

		Health Care Supplies (4.15%)
	84,360	Align Technology, Inc.¹		12,821,265		33,003,319
	157,418	The Cooper Companies, Inc.		19,849,960		43,628,399
	605,404	West Pharmaceutical Services, Inc.		26,455,689		74,749,232

				59,126,914		151,380,950

		Health Care Technology (1.34%)
	448,386	Veeva Systems, Inc., Cl A¹		25,739,022		48,815,784

		Life Sciences Tools & Services (9.86%)
	396,986	Bio-Techne Corporation		39,003,090		81,028,812
	302,552	Illumina, Inc.¹		13,002,071		111,054,737
	234,117	Mettler-Toledo International, Inc.¹		14,406,385		142,572,571
	130,000	Waters Corp.¹		26,811,713		25,308,400

				93,223,259		359,964,520

		Pharmaceuticals (0.01%)
	8,340	Elanco Animal Health, Inc.¹		200,160		290,983

	Total Health Care			265,118,589		883,102,937


Industrials (17.36%)
		Aerospace & Defense (0.89%)
	516,082	BWX Technologies, Inc.		25,835,700		32,275,768

		Agricultural & Farm Machinery (0.90%)
	550,045	The Toro Co.		33,900,191		32,986,199

		Building Products (0.77%)
	526,158	AO Smith Corp.		27,577,969		28,081,053

		Construction Machinery & Heavy Trucks (0.83%)
	287,740	Westinghouse Air Brake Technologies Corporation		18,573,369		30,178,171

		Environmental & Facilities Services (1.09%)
	656,408	Rollins, Inc.		20,292,297		39,837,402

		Industrial Conglomerates (1.93%)
	238,192	Roper Technologies, Inc.		19,882,431		70,554,852

		Industrial Machinery (1.76%)
	426,760	IDEX Corporation		31,129,522		64,295,662

		Research & Consulting Services (8.79%)
	198,493	CoStar Group, Inc.¹		34,240,614		83,533,794
	1,191,500	TransUnion		57,315,611		87,670,570
	1,240,206	Verisk Analytics, Inc.¹		31,725,218		149,506,833

				123,281,443		320,711,197

		Trading Companies & Distributors (0.40%)
	248,117	Fastenal Co.		4,100,825		14,395,748

	Total Industrials			304,573,747		633,316,052


16		See Notes to Financial Statements.


September 30, 2018		Baron Asset Fund

STATEMENT OF NET ASSETS (Continued)

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (continued)
Information Technology (25.25%)
		Application Software (9.84%)
	545,856	ANSYS, Inc.¹	$	14,655,945	$	101,900,398
	946,271	Ceridian HCM Holding, Inc.¹		28,994,807		39,771,770
	1,260,809	Guidewire Software, Inc.¹		62,448,790		127,354,317
	937,076	SS&C Technologies Holdings, Inc.		26,106,444		53,254,029
	114,134	The Ultimate Software Group, Inc.¹		22,104,685		36,772,834

				154,310,671		359,053,348

		Data Processing & Outsourced Services (3.93%)
	194,448	FleetCor Technologies, Inc.¹		7,054,686		44,303,032
	366,986	MAXIMUS, Inc.		18,343,053		23,876,109
	744,350	Worldpay, Inc., Cl A¹		40,579,407		75,380,325

				65,977,146		143,559,466

		Internet Services & Infrastructure (3.95%)
	637,103	Verisign, Inc.¹		30,837,071		102,012,932
	351,000	Wix.com Ltd.^1,2		29,073,966		42,014,700

				59,911,037		144,027,632

		IT Consulting & Other Services (6.68%)
	1,538,323	Gartner, Inc.¹		33,456,031		243,824,196

		Technology Distributors (0.85%)
	347,363	CDW Corp.		21,352,376		30,887,518

	Total Information Technology			335,007,261		921,352,160


Real Estate (5.38%)
		Office REITs (0.54%)
	57,548	Alexander’s, Inc.⁴		2,547,714		19,756,228

		Real Estate Services (1.35%)
	1,116,323	CBRE Group, Inc., Cl A¹		12,667,478		49,229,844

		Specialized REITs (3.49%)
	123,416	Equinix, Inc.		8,292,378		53,425,552
	459,856	SBA Communications Corp.¹		12,304,364		73,866,670

				20,596,742		127,292,222

	Total Real Estate			35,811,934		196,278,294

	Total Common Stocks			1,215,090,721		3,561,034,832

Shares

Cost

Value

Private Partnerships (0.01%)

Financials (0.01%)

Asset Management & Custody Banks (0.01%)

7,056,223

Windy City Investments Holdings, L.L.C.^1,3,4,6

183,462

Principal Amount

Short Term Investments (2.57%)

$93,923,894

Repurchase Agreement with Fixed Income Clearing Corp., dated 9/28/2018, 0.42% due 10/1/2018; Proceeds at maturity - $93,927,181; (Fully collateralized by $96,245,000 U.S. Treasury Note, 2.875% due 5/15/2028; Market value - $95,806,508)⁵

93,923,894

Total Investments (100.17%)

1,309,014,615

3,655,142,188

Liabilities Less Cash and Other Assets (-0.17%)

(6,239,097

)

Net Assets

3,648,903,091

Retail Shares (Equivalent to $81.43 per share
based on 27,750,433 shares outstanding)

2,259,706,069

Institutional Shares (Equivalent to $84.36 per share
based on 15,596,104 shares outstanding)

1,315,728,209

R6 Shares (Equivalent to $84.35 per share
based on 871,003 shares outstanding)

73,468,813

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	At September 30, 2018, the market value of restricted and fair valued securities amounted to $183,462 or 0.01 % of net assets. This security is not deemed liquid. See Note 6 regarding Restricted Securities.

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 7 regarding Fair Value Measurements.

⁶	Level 3 security. See Note 7 regarding Fair Value Measurements.

All securities are Level 1, unless otherwise noted.


See Notes to Financial Statements.		17


Baron Growth Fund		September 30, 2018

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (98.38%)
Communication Services (4.15%)
		Alternative Carriers (2.41%)
	7,488,437	Iridium Communications, Inc.^1,4	$	45,679,471	$	168,489,833

		Movies & Entertainment (1.74%)
	5,390,000	Manchester United plc, Cl A²		76,229,602		121,275,000

	Total Communication Services			121,909,073		289,764,833


Consumer Discretionary (23.60%)
		Apparel, Accessories & Luxury Goods (0.77%)
	2,525,000	Under Armour, Inc., Cl A¹		9,784,168		53,580,500

		Casinos & Gaming (4.80%)
	725,000	Boyd Gaming Corp.		18,479,841		24,541,250
	4,155,000	Penn National Gaming, Inc.¹		36,915,622		136,782,600
	2,700,000	Pinnacle Entertainment, Inc.¹		31,089,605		90,963,000
	3,131,887	Red Rock Resorts, Inc., Cl A		66,868,263		83,464,788

				153,353,331		335,751,638

		Education Services (2.93%)
	1,740,000	Bright Horizons Family Solutions, Inc.¹		55,826,128		205,041,600

		General Merchandise Stores (0.44%)
	316,228	Ollie’s Bargain Outlet Holdings, Inc.¹		14,933,905		30,389,511

		Hotels, Resorts & Cruise Lines (6.13%)
	3,000,000	Choice Hotels International, Inc.⁴		72,782,127		249,900,000
	1,600,000	Marriott Vacations Worldwide Corp.		87,504,361		178,800,000

				160,286,488		428,700,000

		Leisure Facilities (8.25%)
	2,100,000	Vail Resorts, Inc.⁴		65,291,780		576,282,000

		Specialty Stores (0.28%)
	550,000	Dick’s Sporting Goods, Inc.		8,214,737		19,514,000

	Total Consumer Discretionary			467,690,537		1,649,259,249


Consumer Staples (1.13%)
		Food Distributors (0.47%)
	1,000,000	Performance Food Group Co.¹		19,000,000		33,300,000

		Household Products (0.66%)
	775,000	Church & Dwight Co., Inc.		6,995,670		46,011,750

	Total Consumer Staples			25,995,670		79,311,750


Financials (23.75%)
		Asset Management & Custody Banks (2.79%)
	2,400,000	The Carlyle Group		52,323,847		54,120,000
	2,000,000	Cohen & Steers, Inc.		49,208,575		81,220,000
	1,450,000	Oaktree Capital Group, LLC		65,375,827		60,030,000

				166,908,249		195,370,000


Shares			Cost		Value
Common Stocks (continued)

Financials (continued)
		Financial Exchanges & Data (10.68%)
	1,250,000	FactSet Research Systems, Inc.	$	62,536,096	$	279,637,500
	1,150,000	Morningstar, Inc.		27,237,863		144,785,000
	1,815,000	MSCI, Inc.		34,609,325		321,999,150

				124,383,284		746,421,650

		Investment Banking & Brokerage (0.88%)
	425,000	Houlihan Lokey, Inc.		18,590,688		19,095,250
	775,000	Moelis & Co., Cl A		21,734,239		42,470,000

				40,324,927		61,565,250

		Life & Health Insurance (3.28%)
	1,900,000	Primerica, Inc.		40,710,153		229,045,000

		Property & Casualty Insurance (5.38%)
	10,515,000	Arch Capital Group Ltd.^1,2		33,559,945		313,452,150
	978,449	Kinsale Capital Group, Inc.		32,761,205		62,483,753

				66,321,150		375,935,903

		Thrifts & Mortgage Finance (0.74%)
	525,000	Essent Group Ltd.^1,2		14,507,433		23,231,250
	125,000	LendingTree, Inc.¹		36,059,034		28,762,500

				50,566,467		51,993,750

	Total Financials			489,214,230		1,660,331,553


Health Care (9.86%)
		Biotechnology (0.20%)
	653,051	Denali Therapeutics, Inc.¹		12,346,836		14,197,329

		Health Care Equipment (4.29%)
	1,200,000	IDEXX Laboratories, Inc.¹		17,922,418		299,592,000

		Health Care Supplies (1.67%)
	486,717	Neogen Corp.¹		8,075,672		34,814,867
	660,000	West Pharmaceutical Services, Inc.		22,685,149		81,490,200

				30,760,821		116,305,067

		Life Sciences Tools & Services (3.70%)
	850,000	Bio-Techne Corporation		44,923,357		173,493,500
	140,000	Mettler-Toledo International, Inc.¹		6,414,374		85,257,200

				51,337,731		258,750,700

	Total Health Care			112,367,806		688,845,096


Industrials (8.48%)
		Building Products (1.65%)
	1,500,000	Trex Company, Inc.¹		27,317,721		115,470,000

		Electrical Components & Equipment (0.89%)
	1,828,859	Bloom Energy Corp., Cl A^1,5		35,870,499		62,327,515

		Industrial Machinery (0.04%)
	40,507	Albany International Corp., Cl A		2,687,884		3,220,306

		Research & Consulting Services (5.24%)
	870,000	CoStar Group, Inc.¹		37,095,568		366,130,800

		Trading Companies & Distributors (0.66%)
	1,000,000	Air Lease Corp.		23,203,508		45,880,000

	Total Industrials			126,175,180		593,028,621


18		See Notes to Financial Statements.


September 30, 2018		Baron Growth Fund

STATEMENT OF NET ASSETS (Continued)

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (continued)
Information Technology (20.62%)
		Application Software (12.55%)
	840,000	2U, Inc.¹	$	45,883,788	$	63,159,600
	725,000	Altair Engineering, Inc., Cl A¹		11,330,019		31,501,250
	1,500,000	ANSYS, Inc.¹		35,363,292		280,020,000
	2,200,000	Benefitfocus, Inc.^1,4		83,233,571		88,990,000
	480,000	Cision Ltd.^1,2		7,753,039		8,064,000
	24,769	Ellie Mae, Inc.¹		2,055,251		2,347,358
	1,190,000	Guidewire Software, Inc.¹		38,711,926		120,201,900
	1,000,000	Pegasystems, Inc.		13,997,009		62,600,000
	3,875,000	SS&C Technologies Holdings, Inc.		30,703,660		220,216,250

				269,031,555		877,100,358

		Data Processing & Outsourced Services (1.43%)
	1,530,000	MAXIMUS, Inc.		28,255,875		99,541,800

		Electronic Components (0.79%)
	280,000	Littelfuse, Inc.		31,472,950		55,409,200

		Internet Services & Infrastructure (0.75%)
	438,207	Wix.com Ltd.^1,2		28,664,771		52,453,378

		IT Consulting & Other Services (5.10%)
	2,250,000	Gartner, Inc.¹		34,231,162		356,625,000

	Total Information Technology			391,656,313		1,441,129,736


Real Estate (6.79%)
		Diversified REITs (0.24%)
	460,135	American Assets Trust, Inc.		8,503,418		17,158,434

		Office REITs (2.48%)
	92,000	Alexander’s, Inc.⁵		11,873,304		31,583,600
	3,750,000	Douglas Emmett, Inc.		46,426,704		141,450,000

				58,300,008		173,033,600

		Specialized REITs (4.07%)
	750,000	Alexandria Real Estate Equities, Inc.⁵		26,517,362		94,342,500
	5,400,000	Gaming and Leisure Properties, Inc.		118,252,553		190,350,000

				144,769,915		284,692,500

	Total Real Estate			211,573,341		474,884,534

	Total Common Stocks			1,946,582,150		6,876,555,372


Preferred Stocks (0.45%)
Communication Services (0.45%)
		Alternative Carriers (0.45%)
	41,074	Iridium Communications, Inc., Series B, 6.75%^4,6		10,095,219		31,258,957

Shares

Cost

Value

Private Partnerships (0.00%)

Financials (0.00%)

Asset Management & Custody Banks (0.00%)

2,375,173

Windy City Investments Holdings, L.L.C.^1,3,5,7

61,755

Principal Amount

Short Term Investments (1.28%)

$89,307,812

Repurchase Agreement with Fixed Income Clearing Corp., dated 9/28/2018, 0.42% due 10/1/2018; Proceeds at maturity - $89,310,938; (Fully collateralized by $91,515,000 U.S. Treasury Note, 2.875% due 5/15/2028; Market value - $91,098,058)⁶

89,307,812

Total Investments (100.11%)

2,045,985,181

6,997,183,896

Liabilities Less Cash and Other Assets (-0.11%)

(7,751,649

)

Net Assets

6,989,432,247

Retail Shares (Equivalent to $80.68 per share
based on 34,056,240 shares outstanding)

2,747,754,611

Institutional Shares (Equivalent to $83.09 per share
based on 49,756,757 shares outstanding)

4,134,223,089

R6 Shares (Equivalent to $83.10 per share
based on 1,293,104 shares outstanding)

107,454,547

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	At September 30, 2018, the market value of restricted and fair valued securities amounted to $61,755 or 0.00% 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 7 regarding Fair Value Measurements.

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

All securities are Level 1, unless otherwise noted.


See Notes to Financial Statements.		19


Baron Small Cap Fund		September 30, 2018

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (98.57%)
Communication Services (4.44%)
		Advertising (0.48%)
	1,350,000	Emerald Expositions Events, Inc.	$	24,418,815	$	22,248,000

		Cable & Satellite (1.74%)
	100,000	Liberty Broadband Corporation, Cl A¹		404,823		8,433,000
	300,000	Liberty Broadband Corporation, Cl C¹		1,184,602		25,290,000
	1,100,000	Liberty Media Corp.-Liberty SiriusXM, Cl C¹		2,399,373		47,795,000

				3,988,798		81,518,000

		Interactive Media & Services (0.11%)
	134,661	Eventbrite, Inc.¹		3,097,203		5,113,078

		Movies & Entertainment (2.11%)
	750,000	Liberty Media Corporation-Liberty Formula One, Cl C¹		10,168,679		27,892,500
	225,000	The Madison Square Garden Company, Cl A¹		11,968,716		70,947,000

				22,137,395		98,839,500

	Total Communication Services			53,642,211		207,718,578


Consumer Discretionary (15.07%)
		Automotive Retail (0.89%)
	1,950,000	Camping World Holdings, Inc., Cl A		48,152,727		41,574,000

		Casinos & Gaming (1.51%)
	2,650,000	Red Rock Resorts, Inc., Cl A		57,676,536		70,622,500

		Education Services (2.52%)
	1,000,000	Bright Horizons Family Solutions, Inc.¹		31,568,240		117,840,000

		General Merchandise Stores (0.51%)
	250,000	Ollie’s Bargain Outlet Holdings, Inc.¹		14,925,025		24,025,000

		Home Improvement Retail (1.22%)
	1,900,000	Floor & Decor Holdings, Inc., Cl A¹		74,885,535		57,323,000

		Homebuilding (1.04%)
	1,250,000	Installed Building Products, Inc.¹		78,536,908		48,750,000

		Internet & Direct Marketing Retail (2.00%)
	350,000	Liberty Expedia Holdings, Inc., Cl A¹		14,587,352		16,464,000
	1,175,000	Shutterfly, Inc.¹		64,965,912		77,420,750

				79,553,264		93,884,750

		Leisure Facilities (0.95%)
	822,000	Planet Fitness, Inc., Cl A¹		29,284,556		44,412,660

		Restaurants (2.24%)
	386,191	BJ’s Restaurants, Inc.		12,584,241		27,882,990
	800,000	The Cheesecake Factory, Inc.		21,568,144		42,832,000
	500,000	Wingstop Inc.		10,566,238		34,135,000

				44,718,623		104,849,990

		Specialty Stores (2.19%)
	2,750,000	Hudson Ltd., Cl A^1,2		49,913,580		62,040,000
	3,000,000	Party City Holdco, Inc.¹		43,021,808		40,650,000

				92,935,388		102,690,000

	Total Consumer Discretionary			552,236,802		705,971,900


Shares			Cost		Value
Common Stocks (continued)
Financials (1.86%)
		Financial Exchanges & Data (0.41%)
	200,000	Cboe Global Markets, Inc.	$	15,498,427	$	19,192,000

		Investment Banking & Brokerage (1.45%)
	600,000	Houlihan Lokey, Inc.		27,827,646		26,958,000
	750,000	Moelis & Co., Cl A		17,797,031		41,100,000

				45,624,677		68,058,000

	Total Financials			61,123,104		87,250,000


Health Care (16.81%)
		Biotechnology (0.60%)
	1,500,000	Abcam plc (United Kingdom)²		14,075,552		27,997,039

		Health Care Equipment (4.99%)
	515,000	Cantel Medical Corp.		21,972,255		47,410,900
	300,000	DexCom, Inc.¹		3,984,388		42,912,000
	575,000	IDEXX Laboratories, Inc.¹		8,859,010		143,554,500

				34,815,653		233,877,400

		Health Care Technology (3.04%)
	1,650,000	Teladoc Health, Inc. (formerly, Teladoc, Inc.)¹		53,556,316		142,477,500

		Life Sciences Tools & Services (6.16%)
	775,000	ICON plc^1,2		22,033,569		119,156,250
	115,000	Mettler-Toledo International, Inc.¹		5,870,993		70,032,700
	900,000	PRA Health Sciences, Inc.¹		16,553,917		99,171,000

				44,458,479		288,359,950

		Managed Health Care (2.02%)
	1,000,000	HealthEquity, Inc.¹		17,004,779		94,410,000

	Total Health Care			163,910,779		787,121,889


Industrials (18.73%)
		Aerospace & Defense (4.02%)
	1,050,000	Mercury Systems, Inc.¹		27,591,526		58,086,000
	350,000	TransDigm Group, Inc.¹		0		130,305,000

				27,591,526		188,391,000

		Construction & Machinery & Heavy Trucks (0.34%)
	1,000,000	REV Group, Inc.		23,031,720		15,700,000

		Environmental & Facilities Services (2.81%)
	1,650,000	Waste Connections, Inc.²		72,050,000		131,620,500

		Human Resource & Employment Services (2.78%)
	1,650,000	ASGN, Inc.¹		38,840,132		130,234,500

		Industrial Conglomerates (0.59%)
	600,000	Raven Industries, Inc.		21,713,675		27,450,000

		Industrial Machinery (4.30%)
	850,000	John Bean Technologies Corp.		75,035,854		101,405,000
	225,000	Nordson Corp.		6,223,899		31,252,500
	275,000	RBC Bearings, Incorporated¹		17,532,828		41,349,000
	500,000	Sun Hydraulics Corp.		25,351,392		27,390,000

				124,143,973		201,396,500

		Trading Companies & Distributors (3.89%)
	1,300,000	SiteOne Landscape Supply, Inc.¹		38,519,369		97,942,000
	2,750,000	Univar, Inc.¹		63,423,166		84,315,000

				101,942,535		182,257,000

	Total Industrials			409,313,561		877,049,500


20		See Notes to Financial Statements.


September 30, 2018		Baron Small Cap Fund

STATEMENT OF NET ASSETS (Continued)

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (continued)
Information Technology (34.62%)
		Application Software (17.82%)
	1,200,000	2U, Inc.¹	$	57,459,648	$	90,228,000
	1,100,000	Altair Engineering, Inc., Cl A¹		18,070,704		47,795,000
	800,000	Aspen Technology, Inc.¹		29,983,938		91,128,000
	300,000	Avalara, Inc.¹		7,200,000		10,479,000
	850,000	Ceridian HCM Holding, Inc.¹		23,711,721		35,725,500
	6,000,000	Cision Ltd.^1,2		64,996,212		100,800,000
	1,750,000	Guidewire Software, Inc.¹		56,545,754		176,767,500
	825,000	The Trade Desk, Inc., Cl A¹		35,374,029		124,500,750
	400,000	The Ultimate Software Group, Inc.¹		15,338,294		128,876,000
	1,200,000	Yext, Inc.¹		15,612,217		28,440,000

				324,292,517		834,739,750

		Data Processing & Outsourced Services (2.66%)
	150,000	FleetCor Technologies, Inc.¹		3,450,000		34,176,000
	450,000	WEX, Inc.¹		18,982,530		90,342,000

				22,432,530		124,518,000

		Electronic Equipment & Instruments (2.21%)
	1,850,000	Cognex Corp.		14,811,234		103,267,000

		Internet Services & Infrastructure (4.43%)
	2,500,000	GTT Communications, Inc.¹		77,310,807		108,500,000
	825,000	Wix.com Ltd.^1,2		47,802,024		98,752,500

				125,112,831		207,252,500

		IT Consulting & Other Services (6.74%)
	1,400,000	Gartner, Inc.¹		23,400,287		221,900,000
	1,900,000	Acxiom Corporation		42,656,213		93,879,000

				66,056,500		315,779,000

		Systems Software (0.76%)
	400,000	Qualys, Inc.¹		14,213,665		35,640,000

	Total Information Technology			566,919,277		1,621,196,250


Materials (2.74%)
		Commodity Chemicals (0.68%)
	1,000,000	Orion Engineered Carbons SA²		28,618,002		32,100,000

		Construction Materials (0.99%)
	2,550,000	Summit Materials, Inc., Cl A¹		53,071,791		46,359,000

		Metal & Glass Containers (0.83%)
	800,000	Berry Global Group, Inc.¹		12,652,147		38,712,000

		Specialty Chemicals (0.24%)
	111,800	Ingevity Corp.¹		9,837,283		11,390,184

	Total Materials			104,179,223		128,561,184

Shares

Cost

Value

Common Stocks (continued)

Real Estate (4.30%)

Office REITs (0.21%)

100,000

SL Green Realty Corp.

2,127,325

9,753,000

Specialized REITs (4.09%)

2,250,000

Americold Realty Trust³

44,795,574

56,295,000

1,100,000

Gaming and Leisure Properties, Inc.

18,226,764

38,775,000

600,000

SBA Communications Corp.¹

2,417,520

96,378,000

65,439,858

191,448,000

Total Real Estate

67,567,183

201,201,000

Total Common Stocks

1,978,892,140

4,616,070,301

Principal Amount

Short Term Investments (1.53%)

Repurchase Agreement (1.53%)

$71,699,196

Repurchase Agreement with Fixed Income Clearing Corp., dated 9/28/2018, 0.42% due 10/1/2018; Proceeds at maturity - $71,701,706; (Fully collateralized by $65,525,000 U.S. Treasury Bond, 3.00% due 11/15/2044; Market value - $64,115,099, $9,525,000 U.S. Treasury Bond, 2.875% due 8/15/2045; Market value - $9,021,975)⁴

71,699,196

Total Investments (100.10%)

2,050,591,336

4,687,769,497

Liabilities Less Cash and Other Assets (-0.10%)

(4,619,243

)

Net Assets

4,683,150,254

Retail Shares (Equivalent to $33.68 per share
based on 54,379,118 shares outstanding)

1,831,284,609

Institutional Shares (Equivalent to $34.95 per share
based on 77,167,998 shares outstanding)

2,696,678,991

R6 Shares (Equivalent to $34.94 per share
based on 4,441,537 shares outstanding)

155,186,654

%	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 7 regarding Fair Value Measurements.

All securities are Level 1, unless otherwise noted.


See Notes to Financial Statements.		21


Baron Opportunity Fund		September 30, 2018

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (93.99%)
Communication Services (12.61%)
		Interactive Home Entertainment (2.12%)
	83,500	Electronic Arts, Inc.¹	$	9,389,684	$	10,060,915

		Interactive Media & Services (7.44%)
	19,050	Alphabet, Inc., Cl C¹		15,611,731		22,735,603
	41,650	Facebook, Inc., Cl A¹		4,388,595		6,849,759
	137,300	Tencent Holdings Ltd. (Hong Kong)²		4,134,155		5,668,546

				24,134,481		35,253,908

		Movies & Entertainment (3.05%)
	216,014	Manchester United plc, Cl A²		3,433,896		4,860,315
	16,325	Netflix, Inc.¹		566,701		6,107,672
	19,200	Spotify Technology SA^1,2		2,878,509		3,471,936

				6,879,106		14,439,923

	Total Communication Services			40,403,271		59,754,746


Consumer Discretionary (14.04%)
		Automobile Manufacturers (2.28%)
	40,800	Tesla, Inc.¹		8,596,542		10,802,616

		Education Services (0.91%)
	188,736	Arco Platform Ltd., CL A^1,2		3,471,822		4,303,181

		Internet & Direct Marketing Retail (10.85%)
	36,900	Alibaba Group Holding Limited, ADR^1,2		2,789,515		6,079,644
	14,975	Amazon.com, Inc.¹		4,786,248		29,994,925
	2,385	Booking Holdings, Inc.¹		377,932		4,731,840
	54,550	Expedia Group, Inc.		6,241,642		7,117,684
	15,600	Stamps.com, Inc.¹		3,115,475		3,528,720

				17,310,812		51,452,813

	Total Consumer Discretionary			29,379,176		66,558,610


Energy (0.80%)
		Oil & Gas Exploration & Production (0.80%)
	24,815	Concho Resources, Inc.¹		2,557,949		3,790,491


Financials (2.42%)
		Financial Exchanges & Data (0.72%)
	19,100	MarketAxess Holdings, Inc.		2,563,764		3,409,159

		Investment Banking & Brokerage (1.70%)
	164,200	The Charles Schwab Corp.		6,253,517		8,070,430

	Total Financials			8,817,281		11,479,589


Health Care (10.76%)
		Biotechnology (7.00%)
	61,300	Acceleron Pharma, Inc.¹		2,045,685		3,508,199
	220,100	Adaptimmune Therapeutics PLC, ADR^1,2		2,782,575		2,984,556
	90,002	argenx SE, ADR^1,2		3,474,493		6,825,752
	29,700	Neurocrine Biosciences, Inc.¹		2,480,850		3,651,615
	58,200	Sage Therapeutics, Inc.¹		4,409,301		8,220,750
	41,300	Vertex Pharmaceuticals, Inc.¹		6,450,310		7,960,162

				21,643,214		33,151,034


Shares			Cost		Value
Common Stocks (continued)

Health Care (continued)
		Health Care Equipment (2.26%)
	29,500	Edwards Lifesciences Corp.¹	$	2,603,315	$	5,135,950
	9,735	Intuitive Surgical, Inc.¹		2,213,294		5,587,890

				4,816,609		10,723,840

		Life Sciences Tools & Services (1.50%)
	19,415	Illumina, Inc.¹		1,838,580		7,126,470

	Total Health Care			28,298,403		51,001,344


Industrials (4.12%)
		Heavy Electrical Equipment (0.72%)
	100,125	Bloom Energy Corp. CL A^1,3		1,844,270		3,412,260

		Research & Consulting Services (3.40%)
	30,533	CoStar Group, Inc.¹		635,568		12,849,508
	27,090	Verisk Analytics, Inc.¹		1,263,025		3,265,699

				1,898,593		16,115,207

	Total Industrials			3,742,863		19,527,467


Information Technology (46.91%)
		Application Software (17.72%)
	58,160	2U, Inc.¹		3,260,575		4,373,050
	26,300	Adobe Systems, Inc.¹		4,826,530		7,099,685
	8,475	ANSYS, Inc.¹		167,731		1,582,113
	151,714	Benefitfocus, Inc.¹		4,535,841		6,136,831
	87,429	Ceridian HCM Holding, Inc.¹		2,573,578		3,674,641
	62,503	Dropbox, Inc., Cl A¹		1,312,563		1,676,956
	227,500	Guidewire Software, Inc.¹		8,247,341		22,979,775
	45,100	RingCentral, Inc., Cl A¹		3,601,243		4,196,555
	31,380	salesforce.com, Inc.¹		2,084,746		4,990,362
	36,000	Splunk, Inc.¹		2,090,060		4,352,760
	141,800	SS&C Technologies Holdings, Inc.		5,031,336		8,058,494
	64,000	The Trade Desk, Inc., Cl A¹		2,125,643		9,658,240
	219,900	Yext, Inc.¹		2,897,048		5,211,630

				42,754,235		83,991,092

		Data Processing & Outsourced Services (4.47%)
	42,000	MasterCard Incorporated, Cl A		3,610,011		9,349,620
	133,500	Pagseguro Digital Ltd., Cl A^1,2		4,205,022		3,693,945
	54,200	Visa, Inc., Cl A		4,409,505		8,134,878

				12,224,538		21,178,443

		Internet Services & Infrastructure (2.16%)
	85,443	Wix.com Ltd.^1,2		4,860,912		10,227,527

		IT Consulting & Other Services (7.16%)
	131,987	Gartner, Inc.¹		5,353,935		20,919,940
	263,396	Acxiom Corporation¹		5,810,551		13,014,396

				11,164,486		33,934,336

		Semiconductors (3.55%)
	370,900	Aquantia Corp.¹		4,785,714		4,743,811
	95,200	Mellanox Technologies Ltd.^1,2		6,051,335		6,992,440
	18,100	NVIDIA Corp.		4,867,083		5,086,462

				15,704,132		16,822,713


22		See Notes to Financial Statements.


September 30, 2018		Baron Opportunity Fund

STATEMENT OF NET ASSETS (Continued)

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (continued)

Information Technology (continued)
		Systems Software (7.73%)
	208,100	Microsoft Corp.	$	18,829,509	$	23,800,397
	28,800	Proofpoint, Inc.¹		2,314,362		3,062,304
	27,700	ServiceNow, Inc.¹		1,508,644		5,418,951
	45,500	Varonis Systems, Inc.¹		1,258,508		3,332,875
	24,994	Zscaler, Inc.¹		399,904		1,019,255

				24,310,927		36,633,782

		Technology Hardware, Storage & Peripherals (4.12%)
	86,600	Apple, Inc.		15,417,686		19,549,084

	Total Information Technology			126,436,916		222,336,977


Real Estate (2.33%)
		Specialized REITs (2.33%)
	18,525	Equinix, Inc.		3,850,303		8,019,287
	18,800	SBA Communications Corp.¹		469,890		3,019,844

	Total Real Estate			4,320,193		11,039,131

	Total Common Stocks			243,956,052		445,488,355


Principal Amount
Short Term Investments (6.20%)
	$29,369,432	Repurchase Agreement with Fixed Income Clearing Corp., dated 9/28/2018, 0.42% due 10/1/2018; Proceeds at maturity - $29,370,460; (Fully collateralized by $30,095,000 U.S. Treasury Note, 2.875% due 5/15/2028; Market value - $29,957,887)⁴		29,369,432		29,369,432

	Total Investments (100.19%)		$	273,325,484		474,857,787

	Liabilities Less Cash and Other Assets (-0.19%)					(891,599	)

	Net Assets				$	473,966,188

	Retail Shares (Equivalent to $22.02 per share based on 16,513,291 shares outstanding)				$	363,555,034

	Institutional Shares (Equivalent to $22.83 per share based on 4,220,335 shares outstanding)				$	96,369,736

	R6 Shares (Equivalent to $22.86 per share based on 614,350 shares outstanding)				$	14,041,418

%	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 7 regarding Fair Value Measurements.

^ADR	American Depositary Receipt.

All securities are Level 1, unless otherwise noted.


See Notes to Financial Statements.		23


Baron Fifth Avenue Growth Fund		September 30, 2018

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (94.04%)
Communication Services (14.93%)
		Cable & Satellite (2.56%)
	36,250	Naspers Limited, Cl N (South Africa)²	$	6,573,681	$	7,822,643

		Interactive Home Entertainment (4.09%)
	150,509	Activision Blizzard, Inc.		10,592,649		12,520,844

		Interactive Media & Services (8.28%)
	1,948	Alphabet, Inc., Cl A¹		280,365		2,351,392
	10,046	Alphabet, Inc., Cl C¹		4,142,964		11,989,599
	66,670	Facebook, Inc., Cl A¹		2,792,505		10,964,548

				7,215,834		25,305,539

	Total Communication Services			24,382,164		45,649,026


Consumer Discretionary (27.99%)
		Automobile Manufacturers (0.84%)
	9,741	Tesla, Inc.¹		2,746,854		2,579,125

		Internet & Direct Marketing Retail (27.15%)
	92,830	Alibaba Group Holding Limited, ADR^1,2		7,959,441		15,294,671
	25,020	Amazon.com, Inc.¹		6,139,601		50,115,060
	4,337	Booking Holdings, Inc.¹		2,941,040		8,604,608
	120,389	Ctrip.com International Ltd., ADR^1,2		4,281,276		4,474,859
	29,321	Expedia Group, Inc.		3,507,773		3,825,804
	81,482	Meituan Dianping (Hong Kong)^1,2		723,562		715,069

				25,552,693		83,030,071

	Total Consumer Discretionary			28,299,547		85,609,196


Financials (6.91%)
		Financial Exchanges & Data (4.55%)
	52,663	CME Group, Inc.		4,968,562		8,963,769
	25,278	S&P Global, Inc.		4,785,457		4,939,069

				9,754,019		13,902,838

		Investment Banking & Brokerage (2.36%)
	147,148	The Charles Schwab Corp.		5,308,760		7,232,324

	Total Financials			15,062,779		21,135,162


Health Care (16.58%)
		Biotechnology (5.32%)
	9,053	Biogen, Inc.¹		2,533,665		3,198,515
	40,621	Sage Therapeutics, Inc.¹		6,350,906		5,737,716
	37,971	Vertex Pharmaceuticals, Inc.¹		5,909,493		7,318,531

				14,794,064		16,254,762

		Health Care Equipment (3.80%)
	20,269	Intuitive Surgical, Inc.¹		6,271,522		11,634,406

		Health Care Technology (3.11%)
	87,424	Veeva Systems, Inc., Cl A¹		6,265,884		9,517,851

		Life Sciences Tools & Services (4.34%)
	36,146	Illumina, Inc.¹		2,755,776		13,267,751

		Pharmaceuticals (0.01%)
	989	Elanco Animal Health, Inc.¹		23,736		34,506

	Total Health Care			30,110,982		50,709,276


Shares			Cost		Value
Common Stocks (continued)
Information Technology (24.86%)
		Application Software (1.99%)
	68,172	Dropbox, Inc., Cl A¹	$	1,431,612	$	1,829,055
	35,265	Splunk, Inc.¹		4,025,807		4,263,891

				5,457,419		6,092,946

		Data Processing & Outsourced Services (12.35%)
	65,205	MasterCard Incorporated, Cl A		3,418,561		14,515,285
	140,702	Pagseguro Digital Ltd., Cl A^1,2		3,735,316		3,893,225
	83,299	Visa, Inc., Cl A		2,537,808		12,502,347
	67,778	Worldpay, Inc., Cl A¹		5,136,885		6,863,878

				14,828,570		37,774,735

		Internet Services & Infrastructure (1.50%)
	38,346	Wix.com Ltd.^1,2		3,094,999		4,590,016

		IT Consulting & Other Services (2.20%)
	48,866	EPAM Systems, Inc.¹		4,356,850		6,728,848

		Semiconductor Equipment (2.41%)
	39,157	ASML Holding N.V.²		4,042,938		7,362,299

		Systems Software (1.70%)
	38,097	Red Hat, Inc.¹		1,910,187		5,191,859

		Technology Hardware, Storage & Peripherals (2.71%)
	36,662	Apple, Inc.		869,664		8,276,080

	Total Information Technology			34,560,627		76,016,783


Real Estate (2.77%)
		Specialized REITs (2.77%)
	19,555	Equinix, Inc.		3,178,515		8,465,164

	Total Common Stocks			135,594,614		287,584,607


Principal Amount
Short Term Investments (7.32%)
	$22,395,436	Repurchase Agreement with Fixed Income Clearing Corp., dated 9/28/2018, 0.42% due 10/1/2018; Proceeds at maturity - $22,396,220; (Fully collateralized by $22,950,000 U.S. Treasury Note, 2.875% due 5/15/2028; Market value - $22,845,440)³		22,395,436		22,395,436

	Total Investments (101.36%)		$	157,990,050		309,980,043

	Liabilities Less Cash and Other Assets (-1.36%)					(4,163,943	)

	Net Assets				$	305,816,100

	Retail Shares (Equivalent to $31.02 per share based on 4,261,684 shares outstanding)				$	132,196,972

	Institutional Shares (Equivalent to $31.62 per share based on 4,812,630 shares outstanding)				$	152,163,145

	R6 Shares (Equivalent to $31.63 per share based on 678,383 shares outstanding)				$	21,455,983

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	Level 2 security. See Note 7 regarding Fair Value Measurements.

^ADR	American Depositary Receipt.

All securities are Level 1, unless otherwise noted.


24		See Notes to Financial Statements.


September 30, 2018		Baron Discovery Fund

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (91.44%)
Communication Services (3.04%)
		Cable & Satellite (1.22%)
	94,500	GCI Liberty, Inc., Cl A¹	$	4,998,118	$	4,819,500

		Interactive Media & Services (0.15%)
	14,962	Eventbrite, Inc.¹		344,126		568,107

		Movies & Entertainment (1.67%)
	185,000	Liberty Media Corporation-Liberty Formula One, Cl A¹		5,634,811		6,582,300

	Total Communication Services			10,977,055		11,969,907


Consumer Discretionary (8.56%)
		Casinos & Gaming (1.69%)
	250,000	Red Rock Resorts, Inc., Cl A		5,703,194		6,662,500

		Hotels, Resorts & Cruise Lines (1.41%)
	445,000	Red Lion Hotels Corp.¹		5,363,739		5,562,500

		Internet & Direct Marketing Retail (0.92%)
	335,000	JUST EAT plc (United Kingdom)^1,2		2,365,362		2,926,355
	15,000	Liberty Expedia Holdings, Inc., Cl A¹		620,095		705,600

				2,985,457		3,631,955

		Restaurants (1.04%)
	60,000	Wingstop, Inc.		1,381,930		4,096,200

		Specialty Stores (3.50%)
	250,000	Hudson Ltd., Cl A^1,2		4,398,812		5,640,000
	600,000	Party City Holdco, Inc.¹		8,454,966		8,130,000

				12,853,778		13,770,000

	Total Consumer Discretionary			28,288,098		33,723,155


Consumer Staples (1.54%)
		Agricultural Products (1.42%)
	215,000	Limoneira Co.		5,133,722		5,613,650

		Packaged Foods & Meats (0.12%)
	750,000	Barfresh Food Group, Inc.¹		417,200		465,000

	Total Consumer Staples			5,550,922		6,078,650


Financials (1.70%)
		Property & Casualty Insurance (1.70%)
	105,000	Kinsale Capital Group, Inc.		3,348,942		6,705,300


Health Care (30.92%)
		Biotechnology (12.90%)
	78,200	Adamas Pharmaceuticals, Inc.¹		1,259,967		1,565,564
	184,600	Adaptimmune Therapeutics PLC, ADR^1,2		2,257,508		2,503,176
	478,000	CareDx, Inc.¹		7,230,383		13,790,300
	60,000	Emergent BioSolutions, Inc.¹		2,841,009		3,949,800
	100,000	Esperion Therapeutics, Inc.¹		5,052,791		4,437,000
	385,000	Flexion Therapeutics, Inc.¹		7,945,336		7,203,350
	129,677	Myovant Sciences Ltd.^1,2		3,072,528		3,442,925
	260,000	Myriad Genetics, Inc.¹		6,046,399		11,960,000
	14,000	Sage Therapeutics, Inc.¹		905,737		1,977,500

				36,611,658		50,829,615


Shares			Cost		Value
Common Stocks (continued)

Health Care (continued)
		Health Care Equipment (4.83%)
	111,339	AxoGen, Inc.¹	$	2,848,259	$	4,102,842
	167,424	IntriCon Corp.¹		7,613,371		9,409,229
	303,902	RA Medical Systems, Inc.¹		5,392,212		5,531,016

				15,853,842		19,043,087

		Health Care Supplies (4.17%)
	1,026,000	Cerus Corp.¹		4,527,220		7,397,460
	378,100	Sientra, Inc.¹		3,170,888		9,029,028

				7,698,108		16,426,488

		Health Care Technology (3.22%)
	147,000	Teladoc Health, Inc. (formerly, Teladoc, Inc.)¹		3,908,196		12,693,450

		Pharmaceuticals (5.80%)
	291,474	Corium International, Inc.¹		2,747,911		2,771,918
	390,000	Intersect ENT, Inc.¹		12,133,667		11,212,500
	1,349,200	TherapeuticsMD, Inc.¹		7,344,247		8,850,752

				22,225,825		22,835,170

	Total Health Care			86,297,629		121,827,810


Industrials (13.07%)
		Aerospace & Defense (3.18%)
	226,800	Mercury Systems, Inc.¹		6,663,724		12,546,576

		Electrical Components & Equipment (1.34%)
	154,685	Bloom Energy Corp., Cl A^1,4		2,959,268		5,271,665

		Heavy Electrical Equipment (2.19%)
	302,000	TPI Composites, Inc.¹		6,425,383		8,622,100

		Industrial Conglomerates (0.84%)
	72,000	Raven Industries, Inc.		2,637,579		3,294,000

		Industrial Machinery (4.66%)
	71,600	ESCO Technologies, Inc.		3,678,722		4,872,380
	193,000	Kornit Digital Ltd.^1,2		2,853,283		4,226,700
	126,960	Luxfer Holdings plc²		2,911,493		2,951,820
	115,000	Sun Hydraulics Corp.		5,537,388		6,299,700

				14,980,886		18,350,600

		Trading Companies & Distributors (0.86%)
	45,000	SiteOne Landscape Supply, Inc.¹		1,778,482		3,390,300

	Total Industrials			35,445,322		51,475,241


Information Technology (26.55%)
		Application Software (9.85%)
	33,000	2U, Inc.¹		1,643,785		2,481,270
	50,700	Envestnet, Inc.¹		1,772,888		3,090,165
	75,000	QAD, Inc., Cl A		2,888,702		4,248,750
	20,000	QAD, Inc., Cl B		364,789		830,000
	225,000	RIB Software SE (Germany)²		5,355,563		4,772,788
	100,000	The Trade Desk, Inc., Cl A¹		3,500,208		15,091,000
	350,000	Yext, Inc.¹		4,626,582		8,295,000

				20,152,517		38,808,973

		Electronic Equipment & Instruments (2.85%)
	29,300	Coherent, Inc.¹		5,356,999		5,045,167
	55,000	Novanta, Inc.^1,2		1,465,584		3,762,000
	110,000	PAR Technology Corp.¹		1,950,224		2,444,200

				8,772,807		11,251,367


See Notes to Financial Statements.		25


Baron Discovery Fund		September 30, 2018

STATEMENT OF NET ASSETS (Continued)

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (continued)

Information Technology (continued)
		IT Consulting & Other Services (3.33%)
	180,000	Endava plc, ADR^1,2	$	3,896,913	$	5,211,000
	160,000	Acxiom Corporation¹		4,030,303		7,905,600

				7,927,216		13,116,600

		Semiconductor Equipment (2.88%)
	155,000	Brooks Automation, Inc.		4,401,708		5,429,650
	290,000	Ichor Holdings Ltd.^1,2		5,752,195		5,921,800

				10,153,903		11,351,450

		Semiconductors (2.18%)
	750,000	Everspin Technologies, Inc.¹		6,800,372		5,760,000
	137,000	MACOM Technology Solutions Holdings, Inc.¹		3,615,947		2,822,200

				10,416,319		8,582,200

		Systems Software (5.46%)
	184,300	ForeScout Technologies, Inc.¹		5,016,159		6,959,168
	78,000	Qualys, Inc.¹		2,266,334		6,949,800
	78,565	Tenable Holdings, Inc.¹		1,806,995		3,054,607
	62,000	Varonis Systems, Inc.¹		1,687,630		4,541,500

				10,777,118		21,505,075

	Total Information Technology			68,199,880		104,615,665


Real Estate (6.06%)
		Diversified REITs (1.73%)
	300,000	Alexander & Baldwin, Inc.		8,519,058		6,807,000

		Specialized REITs (4.33%)
	350,000	Americold Realty Trust⁴		6,167,793		8,757,000
	195,000	QTS Realty Trust, Inc., Cl A		8,735,950		8,320,650

				14,903,743		17,077,650

	Total Real Estate			23,422,801		23,884,650

	Total Common Stocks			261,530,649		360,280,378


Warrants (0.01%)
Consumer Staples (0.01%)
		Packaged Foods & Meats (0.01%)
	300,000	Barfresh Food Group, Inc. Warrants Exp 3/13/2020^1,3,5		0		51,900

Principal Amount

Cost

Value

Short Term Investments (9.00%)

Repurchase Agreement (9.00%)

$35,449,286

Repurchase Agreement with Fixed Income Clearing Corp., dated 9/28/2018, 0.42% due 10/1/2018; Proceeds at maturity - $35,450,526; (Fully collateralized by $ 38,295,000 U.S. Treasury Note, 2.25% due 11/15/2027; Market value - $36,159,594)⁵

35,449,286

Total Investments (100.45%)

296,979,935

395,781,564

Liabilities Less Cash and Other Assets (-0.45%)

(1,763,134

)

Net Assets

394,018,430

Retail Shares (Equivalent to $23.77 per share
based on 4,551,802 shares outstanding)

108,218,565

Institutional Shares (Equivalent to $24.03 per share
based on 11,658,757 shares outstanding)

280,159,087

R6 Shares (Equivalent to $24.03 per share
based on 234,748 shares outstanding)

5,640,778

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	At September 30, 2018, the market value of restricted and fair valued securities amounted to $51,900 or 0.01% of net assets. This security is not deemed liquid. See Note 6 regarding Restricted Securities.

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 7 regarding Fair Value Measurements.

^ADR	American Depositary Receipt.

All securities are Level 1, unless otherwise noted.


26		See Notes to Financial Statements.


September 30, 2018		Baron Durable Advantage Fund

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2018


Shares			Cost		Value
Common Stocks (91.23%)
Communication Services (15.49%)
		Cable & Satellite (4.64%)
	283	Charter Communications, Inc., Cl A¹	$	89,042	$	92,224
	2,223	Naspers Ltd., ADR²		130,594		95,122

				219,636		187,346

		Interactive Home Entertainment (6.50%)
	1,438	Activision Blizzard, Inc.		103,062		119,628
	1,182	Electronic Arts, Inc.¹		138,754		142,419

				241,816		262,047

		Interactive Media & Services (4.35%)
	147	Alphabet, Inc., Cl C¹		159,798		175,440

	Total Communication Services			621,250		624,833


Consumer Discretionary (8.24%)
		Apparel, Accessories & Luxury Goods (3.34%)
	381	LVMH Moet Hennessy Louis Vuitton SE (France)²		122,482		134,743

		Home Improvement Retail (2.69%)
	523	Home Depot, Inc.		99,533		108,339

		Internet & Direct Marketing Retail (2.21%)
	45	Booking Holdings, Inc.¹		87,686		89,280

	Total Consumer Discretionary			309,701		332,362


Consumer Staples (5.44%)
		Distillers & Vintners (2.48%)
	464	Constellation Brands, Inc., Cl A		104,844		100,048

		Hypermarkets & Super Centers (1.56%)
	268	Costco Wholesale Corp.		50,734		62,948

		Personal Products (1.40%)
	388	The Estee Lauder Companies, Inc., Cl A		53,240		56,384

	Total Consumer Staples			208,818		219,380


Financials (14.06%)
		Asset Management & Custody Banks (3.27%)
	280	BlackRock, Inc.		149,963		131,973

		Financial Exchanges & Data (10.79%)
	741	CME Group, Inc.		113,208		126,126
	883	Moody’s Corp.		136,353		147,637
	826	S&P Global, Inc.		145,055		161,392

				394,616		435,155

	Total Financials			544,579		567,128


Health Care (15.04%)
		Biotechnology (2.96%)
	754	AbbVie, Inc.		78,928		71,313
	136	Biogen, Inc.¹		44,793		48,050

				123,721		119,363

		Health Care Equipment (2.83%)
	1,051	Danaher Corp.		101,417		114,202

		Life Sciences Tools & Services (4.40%)
	1,249	Agilent Technologies, Inc.		84,744		88,105
	147	Mettler-Toledo International, Inc.¹		89,886		89,520

				174,630		177,625


Shares			Cost		Value
Common Stocks (continued)

Health Care (continued)

		Managed Health Care (4.84%)
	733	UnitedHealth Group, Inc.	$	166,293	$	195,007

		Pharmaceuticals (0.01%)
	13	Elanco Animal Health, Inc.¹		312		454

	Total Health Care			566,373		606,651


Industrials (4.15%)
		Building Products (1.08%)
	819	AO Smith Corp.		51,801		43,710

		Industrial Machinery (1.69%)
	483	Illinois Tool Works, Inc.		79,341		68,161

		Trading Companies & Distributors (1.38%)
	962	Fastenal Co.		51,877		55,815

	Total Industrials			183,019		167,686


Information Technology (24.74%)
		Data Processing & Outsourced Services (4.57%)
	828	MasterCard Incorporated, Cl A		129,968		184,321

		Electronic Equipment & Instruments (1.44%)
	100	KEYENCE CORPORATION (Japan)²		57,507		58,071

		Electronic Manufacturing Services (2.64%)
	1,212	TE Connectivity Ltd.²		119,608		106,571

		IT Consulting & Other Services (2.38%)
	564	Accenture plc, Cl A²		87,972		95,993

		Semiconductor Equipment (2.11%)
	452	ASML Holding N.V.²		83,279		84,985

		Semiconductors (2.44%)
	1,411	Taiwan Semiconductor Manufacturing Co., Ltd., ADR²		58,619		62,310
	337	Texas Instruments, Inc.		35,644		36,156

				94,263		98,466

		Systems Software (5.01%)
	1,769	Microsoft Corp.		156,765		202,321

		Technology Hardware, Storage & Peripherals (4.15%)
	741	Apple, Inc.		130,602		167,273

	Total Information Technology			859,964		998,001


Materials (1.83%)
		Specialty Chemicals (1.83%)
	162	The Sherwin-Williams Co.		65,854		73,744


Real Estate (2.24%)
		Specialized REITs (2.24%)
	209	Equinix, Inc.		93,436		90,474

	Total Common Stocks			3,452,994		3,680,259


See Notes to Financial Statements.		27


Baron Durable Advantage Fund		September 30, 2018

STATEMENT OF NET ASSETS (Continued)

SEPTEMBER 30, 2018

Principal Amount

Cost

Value

Short Term Investments (10.57%)

$426,376

Repurchase Agreement with Fixed Income Clearing Corp., dated 9/28/2018, 0.42% due 10/1/2018; Proceeds at maturity - $426,391; (Fully collateralized by $440,000 U.S. Treasury Note, 2.875% due 5/15/2028; Market value - $437,995)³

426,376

Total Investments (101.80%)

3,879,370

4,106,635

Liabilities Less Cash and Other Assets (-1.80%)

(72,799

)

Net Assets

4,033,836

Retail Shares (Equivalent to $10.74 per share
based on 54,198 shares outstanding)

582,034

Institutional Shares (Equivalent to $10.76 per share
based on 279,691 shares outstanding)

3,008,126

R6 Shares (Equivalent to $10.75 per share
based on 41,259 shares outstanding)

443,676

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	Level 2 security. See Note 7 regarding Fair Value Measurements.

^ADR	American Depositary Receipt.

All securities are Level 1, unless otherwise noted.


28		See Notes to Financial Statements.


September 30, 2018		Baron Funds

STATEMENTS OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2018


	Baron Asset Fund			Baron Growth Fund		Baron Small Cap Fund			Baron Opportunity Fund
Assets:
Investments in securities, at value*
Unaffiliated investments	$	3,561,218,294		$	5,792,955,294	$	4,616,070,301		$	445,488,355
“Affiliated” investments		—			1,114,920,790		—			—
Repurchase agreements, at value**		93,923,894			89,307,812		71,699,196			29,369,432

Total investments, at value		3,655,142,188			6,997,183,896		4,687,769,497			474,857,787
Cash		—			—		170,000			—
Receivable for shares sold		9,053,837			11,048,618		4,643,075			1,114,297
Dividends and interest receivable		353,604			2,472,012		505,634			1,028
Prepaid expenses		12,843			25,071		17,490			1,093
Receivable for securities sold		—			—		696,467			—

		3,664,562,472			7,010,729,597		4,693,802,163			475,974,205

Liabilities:
Payable for shares redeemed		8,430,356			14,396,627		5,890,487			151,555
Payable for securities purchased		3,474,054			—		—			1,309,845
Investment advisory fees payable (Note 4)		2,993,817			5,813,794		3,874,251			384,247
Distribution fees payable (Note 4)		467,047			576,067		379,199			73,956
Trustee fees payable (Note 4)		39,864			74,123		52,151			3,964
Accrued expenses and other payables		254,243			436,739		455,821			84,450

		15,659,381			21,297,350		10,651,909			2,008,017

Net Assets	$	3,648,903,091		$	6,989,432,247	$	4,683,150,254		$	473,966,188

Net Assets consist of:
Paid-in capital	$	1,109,142,550		$	1,673,884,997	$	1,759,867,173		$	260,752,404
Undistributed (accumulated) net investment income (loss)		(18,053,692	)		6,338,005		(25,558,176	)		(2,928,899	)
Undistributed (accumulated) net realized gain (loss) on investments and foreign currency transactions		211,686,660			358,010,530		311,663,096			14,610,380
Net unrealized appreciation (depreciation) on investments and foreign currency translations		2,346,127,573			4,951,198,715		2,637,178,161			201,532,303

Net Assets	$	3,648,903,091		$	6,989,432,247	$	4,683,150,254		$	473,966,188

Retail Shares:
Net Assets	$	2,259,706,069		$	2,747,754,611	$	1,831,284,609		$	363,555,034
Shares Outstanding ($0.01 par value; indefinite shares authorized)		27,750,433			34,056,240		54,379,118			16,513,291

Net Asset Value and Offering Price Per Share	$	81.43		$	80.68	$	33.68		$	22.02

Institutional Shares:
Net Assets	$	1,315,728,209		$	4,134,223,089	$	2,696,678,991		$	96,369,736
Shares Outstanding ($0.01 par value; indefinite shares authorized)		15,596,104			49,756,757		77,167,998			4,220,335

Net Asset Value and Offering Price Per Share	$	84.36		$	83.09	$	34.95		$	22.83

R6 Shares:
Net Assets	$	73,468,813		$	107,454,547	$	155,186,654		$	14,041,418
Shares Outstanding ($0.01 par value; indefinite shares authorized)		871,003			1,293,104		4,441,537			614,350

Net Asset Value and Offering Price Per Share	$	84.35		$	83.10	$	34.94		$	22.86


*Investments in securities, at cost:
Unaffiliated investments	$	1,215,090,721		$	1,679,595,201	$	1,978,892,140		$	243,956,052
“Affiliated” investments		—			277,082,168		—			—
**Repurchase agreements, at cost		93,923,894			89,307,812		71,699,196			29,369,432

Total investments, at cost	$	1,309,014,615		$	2,045,985,181	$	2,050,591,336		$	273,325,484


See Notes to Financial Statements.		29


Baron Funds		September 30, 2018

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

SEPTEMBER 30, 2018


	Baron Fifth Avenue Growth Fund			Baron Discovery Fund			Baron Durable Advantage Fund
Assets:
Investments in securities, at value*
Unaffiliated investments	$	287,584,607		$	360,332,278		$	3,680,259
“Affiliated” investments		—			—			—
Repurchase agreements, at value**		22,395,436			35,449,286			426,376

Total investments, at value		309,980,043			395,781,564			4,106,635
Cash		—			—			—
Receivable for shares sold		767,399			2,189,528			267
Dividends and interest receivable		784			140,103			831
Prepaid expenses		857			6,011			10
Receivable for securities sold		—			4,115,364			—

		310,749,083			402,232,570			4,107,743

Liabilities:
Payable for shares redeemed		38,001			191,722			—
Payable for securities purchased		4,632,803			7,572,667			—
Investment advisory fees payable (Note 4)		160,644			312,646			16,473
Distribution fees payable (Note 4)		27,034			22,023			632
Trustee fees payable (Note 4)		2,860			3,283			67
Accrued expenses and other payables		71,641			111,799			56,735

		4,932,983			8,214,140			73,907

Net Assets	$	305,816,100		$	394,018,430		$	4,033,836

Net Assets consist of:
Paid-in capital	$	156,258,525		$	272,630,455		$	3,822,685
Undistributed (accumulated) net investment income (loss)		(985,077	)		(995,200	)		10,248
Undistributed (accumulated) net realized gain (loss) on investments and foreign currency transactions		(1,447,341	)		23,581,599			(26,354	)
Net unrealized appreciation (depreciation) on investments and foreign currency translations		151,989,993			98,801,576			227,257

Net Assets	$	305,816,100		$	394,018,430		$	4,033,836

Retail Shares:
Net Assets	$	132,196,972		$	108,218,565		$	582,034
Shares Outstanding ($0.01 par value; indefinite shares authorized)		4,261,684			4,551,802			54,198

Net Asset Value and Offering Price Per Share	$	31.02		$	23.77		$	10.74

Institutional Shares:
Net Assets	$	152,163,145		$	280,159,087		$	3,008,126
Shares Outstanding ($0.01 par value; indefinite shares authorized)		4,812,630			11,658,757			279,691

Net Asset Value and Offering Price Per Share	$	31.62		$	24.03		$	10.76

R6 Shares:
Net Assets	$	21,455,983		$	5,640,778		$	443,676
Shares Outstanding ($0.01 par value; indefinite shares authorized)		678,383			234,748			41,259

Net Asset Value and Offering Price Per Share	$	31.63		$	24.03		$	10.75


*Investments in securities, at cost:
Unaffiliated investments	$	135,594,614		$	261,530,649		$	3,452,994
“Affiliated” investments		—			—			—
**Repurchase agreements, at cost		22,395,436			35,449,286			426,376

Total investments, at cost	$	157,990,050		$	296,979,935		$	3,879,370


30		See Notes to Financial Statements.


September 30, 2018		Baron Funds

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED SEPTEMBER 30, 2018


	Baron Asset Fund			Baron Growth Fund			Baron Small Cap Fund			Baron Opportunity Fund
Investment income:
Income:
Dividends — Unaffiliated investments	$	16,404,476		$	51,339,147		$	11,218,437		$	764,366
Dividends — “Affiliated” investments		—			15,855,148			—			—
Non-cash dividends		—			—			—			—
Interest		127,120			170,566			205,643			55,500
Securities lending income, net		—			—			72,403			10,538
Foreign taxes withheld on dividends		—			—			(248,640	)		—

Total income		16,531,596			67,364,861			11,247,843			830,404

Expenses:
Investment advisory fees (Note 4)		32,714,868			64,383,503			43,897,998			3,437,558
Distribution fees — Retail Shares (Note 4)		5,249,201			6,742,987			4,369,502			674,985
Shareholder servicing agent fees and expenses — Retail Shares		331,597			268,890			211,918			73,300
Shareholder servicing agent fees and expenses — Institutional Shares		49,041			119,875			75,722			13,097
Shareholder servicing agent fees and expenses — R6 Shares		2,434			3,098			5,813			397
Reports to shareholders		460,250			808,680			1,021,300			70,310
Trustee fees and expenses		160,691			316,038			209,450			15,698
Custodian and fund accounting fees		122,790			232,315			177,656			46,892
Registration and filing fees		113,510			169,650			186,300			89,480
Professional fees		91,467			161,252			119,692			44,730
Insurance expense		36,374			75,857			48,921			2,784
Line of credit fees		34,220			66,705			46,539			3,750
Administration fees		33,773			33,743			33,790			33,746
Miscellaneous expenses		2,065			2,500			2,171			2,057

Total operating expenses		39,402,281			73,385,093			50,406,772			4,508,784
Interest expense on borrowings		—			88,908			—			1,358

Total expenses		39,402,281			73,474,001			50,406,772			4,510,142

Net investment income (loss)		(22,870,685	)		(6,109,140	)		(39,158,929	)		(3,679,738	)

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments sold — Unaffiliated investments		246,510,674			411,790,583			311,359,960			19,096,934
Net realized gain (loss) on investments sold — “Affiliated” investments		—			7,116,940			8,627,866			—
Net realized gain (loss) on foreign currency transactions		—			(571	)		(6,896	)		426
Change in net unrealized appreciation (depreciation) of:
Investments — Unaffiliated investments		460,312,015			814,358,459			688,768,143			90,239,084
Investments — “Affiliated” investments		—			249,505,920			21,886,900			—
Foreign currency translations		—			582			981			—

Net gain (loss) on investments		706,822,689			1,482,771,913			1,030,636,954			109,336,444

Net increase (decrease) in net assets resulting from operations	$	683,952,004		$	1,476,662,773		$	991,478,025		$	105,656,706


See Notes to Financial Statements.		31


Baron Funds		September 30, 2018

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR ENDED SEPTEMBER 30, 2018


	Baron Fifth Avenue Growth Fund			Baron Discovery Fund			Baron Durable Advantage Fund¹
Investment income:
Income:
Dividends — Unaffiliated investments	$	937,935		$	1,240,282		$	28,689
Dividends — “Affiliated” investments		—			—			—
Non-cash dividends		—			2,531,589			—
Interest		25,752			38,765			428
Securities lending income, net		320			12,656			—
Foreign taxes withheld on dividends		(12,802	)		(5,091	)		(649	)

Total income		951,205			3,818,201			28,468

Expenses:
Investment advisory fees (Note 4)		1,661,849			2,735,410			16,059
Distribution fees — Retail Shares (Note 4)		275,521			257,248			1,632
Shareholder servicing agent fees and expenses — Retail Shares		33,836			27,758			9,500
Shareholder servicing agent fees and expenses — Institutional Shares		14,929			25,418			7,966
Shareholder servicing agent fees and expenses — R6 Shares		675			199			10
Reports to shareholders		28,600			65,790			1,152
Trustee fees and expenses		11,066			13,423			131
Custodian and fund accounting fees		46,471			45,657			25,705
Registration and filing fees		76,869			81,419			22,541
Professional fees		42,796			50,888			40,556
Insurance expense		2,330			2,323			17
Line of credit fees		2,539			2,797			31
Administration fees		33,805			33,805			23,714
Miscellaneous expenses		2,566			2,150			2,415

Total operating expenses		2,233,852			3,344,285			151,429
Interest expense on borrowings		—			2,800			—

Total expenses		2,233,852			3,347,085			151,429
Reimbursement of expenses by Adviser — Retail Shares (Note 4)		(82,408	)		(52,984	)		(42,413	)
Reimbursement of expenses by Adviser — Institutional Shares (Note 4)		(64,536	)		(24,997	)		(80,088	)
Reimbursement of expenses by Adviser — R6 Shares (Note 4)		(7,081	)		(452	)		(10,001	)

Net expenses		2,079,827			3,268,652			18,927

Net investment income (loss)		(1,128,622	)		549,549			9,541

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments sold — Unaffiliated investments		3,784,996			28,199,698			(26,354	)
Net realized gain on investments sold — “Affiliated” investments		—			—			—
Net realized gain (loss) on foreign currency transactions		(7,668	)		(13,792	)		116
Change in net unrealized appreciation (depreciation) of:
Investments — Unaffiliated investments		55,249,287			53,718,365			227,265
Investments — “Affiliated” investments		—			—			—
Foreign currency translations		(26	)		(53	)		(8	)

Net gain (loss) on investments		59,026,589			81,904,218			201,019

Net increase (decrease) in net assets resulting from operations	$	57,897,967		$	82,453,767		$	210,560

¹	For the period January 2, 2018 (commencement of operations) through September 30, 2018.


32		See Notes to Financial Statements.


September 30, 2018		Baron Funds

STATEMENTS OF CHANGES IN NET ASSETS


	Baron Asset Fund						Baron Growth Fund						Baron Small Cap Fund
	For the Year Ended September 30, 2018			For the Year Ended September 30, 2017			For the Year Ended September 30, 2018			For the Year Ended September 30, 2017			For the Year Ended September 30, 2018			For the Year Ended September 30, 2017
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	(22,870,685	)	$	(18,275,836	)	$	(6,109,140	)	$	(6,658,703	)	$	(39,158,929	)	$	(1,702,642	)
Net realized gain (loss)		246,510,674			190,819,440			418,906,952			626,898,568			319,980,930			516,151,224
Change in net unrealized appreciation (depreciation)		460,312,015			379,431,766			1,063,864,961			482,101,931			710,656,024			198,268,890

Increase (decrease) in net assets resulting from operations		683,952,004			551,975,370			1,476,662,773			1,102,341,796			991,478,025			712,717,472

Distributions to shareholders from:
Net investment income — Retail Shares		—			—			—			—			—			—
Net investment income — Institutional Shares		—			—			—			—			—			—
Net investment income — R6 Shares		—			—			—			—			—			—
Net realized gain on investments — Retail Shares		(137,145,474	)		(81,908,923	)		(286,221,373	)		(315,911,802	)		(212,143,374	)		(325,929,736	)
Net realized gain on investments — Institutional Shares		(69,986,292	)		(32,742,122	)		(368,081,112	)		(335,828,188	)		(289,023,146	)		(293,355,641	)
Net realized gain on investments — R6 Shares		(1,607,248	)		(351,281	)		(1,451,955	)		(261,804	)		(12,501,687	)		(720,045	)

Decrease in net assets from distributions to shareholders		(208,739,014	)		(115,002,326	)		(655,754,440	)		(652,001,794	)		(513,668,207	)		(620,005,422	)

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		145,710,396			115,665,453			213,929,778			188,519,623			143,456,114			163,463,589
Proceeds from the sale of shares — Institutional Shares		317,182,069			242,968,632			676,657,030			714,942,632			376,610,849			1,007,683,374
Proceeds from the sale of shares — R6 Shares		42,718,734			12,611,555			85,899,908			9,486,342			50,674,971			97,048,919
Net asset value of shares issued in reinvestment of distributions — Retail Shares		133,709,022			79,981,714			280,013,446			308,276,661			208,476,203			320,323,421
Net asset value of shares issued in reinvestment of distributions — Institutional Shares		67,770,160			31,600,055			355,815,178			322,216,695			274,001,939			272,997,394
Net asset value of shares issues in reinvestment of distribution — R6 Shares		1,607,248			351,281			1,451,955			261,804			12,501,687			720,045
Cost of shares redeemed — Retail Shares		(298,949,695	)		(314,340,692	)		(741,149,282	)		(937,016,098	)		(429,031,648	)		(598,528,879	)
Cost of shares redeemed — Institutional Shares		(255,979,096	)		(116,860,490	)		(810,971,404	)		(906,994,433	)		(641,665,078	)		(616,142,227	)
Cost of shares redeemed — R6 Shares		(2,632,984	)		(102,646	)		(5,762,745	)		(177,853	)		(26,381,460	)		(14,233,874	)

Increase (decrease) in net assets derived from capital share transactions		151,135,854			51,874,862			55,883,864			(300,484,627	)		(31,356,423	)		633,331,762

Net increase (decrease) in net assets		626,348,844			488,847,906			876,792,197			149,855,375			446,453,395			726,043,812

Net Assets:
Beginning of year		3,022,554,247			2,533,706,341			6,112,640,050			5,962,784,675			4,236,696,859			3,510,653,047

End of year	$	3,648,903,091		$	3,022,554,247		$	6,989,432,247		$	6,112,640,050		$	4,683,150,254		$	4,236,696,859

Undistributed (accumulated) net investment income (loss) at end of year	$	(18,053,692	)	$	(14,527,630	)	$	6,338,005		$	3,768,344		$	(25,558,176	)	$	(8,732,318	)

Capital share transactions — Retail Shares
Shares sold		1,979,848			1,767,315			2,928,463			2,863,571			4,700,114			5,955,401
Shares issued in reinvestment of distributions		1,932,766			1,367,677			4,139,149			5,120,028			7,437,610			12,546,941
Shares redeemed		(4,087,569	)		(4,919,411	)		(10,164,662	)		(14,287,516	)		(14,231,999	)		(21,728,339	)

Net increase (decrease)		(174,955	)		(1,784,419	)		(3,097,050	)		(6,303,917	)		(2,094,275	)		(3,225,997	)

Capital share transactions — Institutional Shares
Shares sold		4,114,203			3,614,440			8,883,101			10,510,393			11,959,733			33,667,418
Shares issued in reinvestment of distributions		947,569			525,354			5,118,906			5,235,890			9,438,578			10,395,940
Shares redeemed		(3,437,913	)		(1,778,012	)		(10,949,366	)		(13,523,246	)		(20,373,903	)		(21,629,733	)

Net increase (decrease)		1,623,859			2,361,782			3,052,641			2,223,037			1,024,408			22,433,625

Capital share transactions — R6 Shares
Shares sold		574,868			178,182			1,177,916			133,900			1,621,053			3,563,039
Shares issued in reinvestment of dividends		22,476			5,840			20,885			4,254			430,796			27,420
Shares redeemed		(34,172	)		(1,452	)		(75,433	)		(2,509	)		(833,374	)		(484,444	)

Net increase (decrease)		563,172			182,570			1,123,368			135,645			1,218,475			3,106,015


See Notes to Financial Statements.		33


Baron Funds		September 30, 2018

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Baron Opportunity Fund						Baron Fifth Avenue Growth Fund
	For the Year Ended September 30, 2018			For the Year Ended September 30, 2017			For the Year Ended September 30, 2018			For the Year Ended September 30, 2017
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	(3,679,738	)	$	(2,670,080	)	$	(1,128,622	)	$	(583,380	)
Net realized gain (loss)		19,097,360			33,874,158			3,777,328			(486,920	)
Change in net unrealized appreciation (depreciation)		90,239,084			17,268,086			55,249,261			35,920,576

Increase (decrease) in net assets resulting from operations		105,656,706			48,472,164			57,897,967			34,850,276

Distributions to shareholders from:
Net investment income — Retail Shares		—			—			—			—
Net investment income — Institutional Shares		—			—			—			—
Net investment income — R6 Shares		—			—			—			—
Net realized gain on investments — Retail Shares		(27,302,633	)		(22,424,986	)		—			—
Net realized gain on investments — Institutional Shares		(7,324,844	)		(4,531,300	)		—			—
Net realized gain on investments — R6 Shares		(146,779	)		(44,520	)		—			—

Decrease in net assets from distributions to shareholders		(34,774,256	)		(27,000,806	)		—			—

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		148,307,035			38,997,107			52,971,547			16,765,682
Proceeds from the sale of shares — Institutional Shares		43,391,025			11,258,139			61,793,522			16,442,797
Proceeds from the sale of shares — R6 Shares		10,775,252			578,045			13,907,376			2,878,395
Net asset value of shares issued in reinvestment of distributions — Retail Shares		26,639,115			21,793,006			—			—
Net asset value of shares issued in reinvestment of distributions — Institutional Shares		7,193,158			4,021,193			—			—
Net asset value of shares issues in reinvestment of distribution — R6 Shares		146,779			44,520			—			—
Cost of shares redeemed — Retail Shares		(68,353,321	)		(82,686,684	)		(35,442,845	)		(18,861,614	)
Cost of shares redeemed — Institutional Shares		(19,134,278	)		(12,064,063	)		(26,943,779	)		(27,200,861	)
Cost of shares redeemed — R6 Shares		(4,762	)		(58,188	)		(38,609	)		(11,130	)

Increase (decrease) in net assets derived from capital share transactions		148,960,003			(18,116,925	)		66,247,212			(9,986,731	)

Net increase (decrease) in net assets		219,842,453			3,354,433			124,145,179			24,863,545

Net Assets:
Beginning of year		254,123,735			250,769,302			181,670,921			156,807,376

End of year	$	473,966,188		$	254,123,735		$	305,816,100		$	181,670,921

Undistributed (accumulated) net investment income (loss) at end of year	$	(2,928,899	)	$	(1,981,831	)	$	(985,077	)	$	(538,708	)

Capital share transactions — Retail Shares
Shares sold		7,557,683			2,341,809			1,853,727			771,906
Shares issued in reinvestment of distributions		1,571,629			1,519,736			—			—
Shares redeemed		(3,486,243	)		(5,265,873	)		(1,232,408	)		(930,371	)

Net increase (decrease)		5,643,069			(1,404,328	)		621,319			(158,465	)

Capital share transactions — Institutional Shares
Shares sold		2,070,452			654,610			2,100,233			753,708
Shares issued in reinvestment of distributions		410,100			272,808			—			—
Shares redeemed		(969,977	)		(725,418	)		(947,317	)		(1,269,553	)

Net increase (decrease)		1,510,575			202,000			1,152,916			(515,845	)

Capital share transactions — R6 Shares
Shares sold		550,824			30,876			487,758			122,106
Shares issued in reinvestment of dividends		8,363			3,020			—			—
Shares redeemed		(240	)		(3,717	)		(1,333	)		(519	)

Net increase (decrease)		558,947			30,179			486,425			121,587


34		See Notes to Financial Statements.


September 30, 2018		Baron Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Baron Discovery Fund						Baron Durable Advantage Fund
	For the Year Ended September 30, 2018			For the Year Ended September 30, 2017			For the Period Ended September 30, 2018¹
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	549,549		$	(1,277,918	)	$	9,541
Net realized gain (loss)		28,185,906			3,796,982			(26,238	)
Change in net unrealized appreciation (depreciation)		53,718,312			37,617,086			227,257

Increase (decrease) in net assets resulting from operations		82,453,767			40,136,150			210,560

Distributions to shareholders from:
Net investment income — Retail Shares		(48,993	)		—			—
Net investment income — Institutional Shares		(244,807	)		—			—
Net investment income — R6 Shares		(7,283	)		—			—
Net realized gain on investments — Retail Shares		—			—			—
Net realized gain on investments — Institutional Shares		—			—			—
Net realized gain on investments — R6 Shares		—			—			—

Decrease in net assets from distributions to shareholders		(301,083	)		—			—

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		65,318,638			114,749,640			1,611,165
Proceeds from the sale of shares — Institutional Shares		149,777,093			78,686,663			2,880,771
Proceeds from the sale of shares — R6 Shares		2,454,595			538,828			431,489
Net asset value of shares issued in reinvestment of distributions — Retail Shares		48,796			—			—
Net asset value of shares issued in reinvestment of distributions — Institutional Shares		216,670			—			—
Net asset value of shares issues in reinvestment of distribution — R6 Shares		7,283			—			—
Cost of shares redeemed — Retail Shares		(113,762,983	)		(21,729,392	)		(1,095,401	)
Cost of shares redeemed — Institutional Shares		(38,843,415	)		(7,772,823	)		(4,738	)
Cost of shares redeemed — R6 Shares		(1,348,639	)		(45,031	)		(10	)

Increase (decrease) in net assets derived from capital share transactions		63,868,038			164,427,885			3,823,276

Net increase (decrease) in net assets		146,020,722			204,564,035			4,033,836

Net Assets:
Beginning of year		247,997,708			43,433,673			—

End of year	$	394,018,430		$	247,997,708		$	4,033,836

Undistributed (accumulated) net investment income (loss) at end of year	$	(995,200	)	$	(661,654	)	$	10,248

Capital share transactions — Retail Shares
Shares sold		3,167,654			7,468,019			158,803
Shares issued in reinvestment of distributions		2,690			—			—
Shares redeemed		(6,087,493	)		(1,386,143	)		(104,605	)

Net increase (decrease)		(2,917,149	)		6,081,876			54,198

Capital share transactions — Institutional Shares
Shares sold		7,243,735			5,210,694			280,159
Shares issued in reinvestment of distributions		11,840			—			—
Shares redeemed		(2,001,903	)		(498,025	)		(468	)

Net increase (decrease)		5,253,672			4,712,669			279,691

Capital share transactions — R6 Shares
Shares sold		125,327			35,121			41,260
Shares issued in reinvestment of dividends		398			—			—
Shares redeemed		(70,934	)		(2,852	)		(1	)

Net increase (decrease)		54,791			32,269			41,259

¹	For the period January 2, 2018 (commencement of operations) to September 30, 2018.


See Notes to Financial Statements.		35


Baron Funds		September 30, 2018

NOTES TO FINANCIAL STATEMENTS

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 seven 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, Baron Discovery Fund and Baron Durable Advantage 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.

Baron Durable Advantage Fund seeks capital appreciation through long-term investments primarily in securities of large-sized 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”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the period. Actual results could differ from those estimates. Events occurring subsequent to the date of the Statements of Assets and Liabilities and through the date of issuance of the financial statements have been evaluated for adjustment to or disclosure in the financial statements.

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”). Some of the more common reasons that may necessitate that a security be valued using “fair value” pricing may include, but are not limited to: trading of the security has been halted or suspended; or the security has not been traded for an extended period of time. 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.


September 30, 2018		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

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) Securities Transactions, Investment Income and Expense Allocation. Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on an identified cost basis for financial reporting and federal income tax purposes. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis, which includes the accretion of discounts and amortization of premiums. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-cash dividend income at fair value. Certain dividends from foreign securities will be recorded as soon as the Funds are informed of the dividend if such information is obtained subsequent to the ex-dividend date. Distributions received from certain investments held by the Funds may be comprised of dividends, realized gains and returns of capital. The Funds originally estimate the expected classification of such payments. The amounts may subsequently be reclassified upon receipt of information from the issuer. The Funds are charged for those expenses of the Trust that are directly attributable to each Fund, such as advisory and custodian fees. Expenses that are not directly attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.

c) 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 NAV 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 on the Statements of Operations. 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.

Pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are generally treated as ordinary income for U.S. federal income tax purposes.

d) 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, both of which are included in securities lending income in the Statements of Operations. 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.

The Funds participated in securities lending activities during the year; however there were no securities on loan at September 30, 2018.

e) 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 FASB Accounting Standards Update No. 2011-11 for the Funds’ investments in repurchase agreements at September 30, 2018, including the fair value of the repurchase agreement and the amount of collateral, can be found in each respective Fund’s Statement of Net Assets.

f) 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.

g) Federal and Foreign Income Taxes. The Trust treats each Fund as a separate entity for federal income tax purposes. Each Fund intends to meet the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute to its shareholders substantially all of its net investment income and any net realized capital gains at least annually. None of the Funds will be subject to federal or state income taxes to the extent that they qualify as regulated investment companies and substantially all of their income is distributed.


Baron Funds		September 30, 2018

NOTES TO FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Funds may be subject to foreign taxes on income and gains on investments that are accrued based upon the Funds’ understanding of the tax rules and regulations that exist in the countries in which the Funds invest. Foreign governments may also impose taxes or other payments on investments with respect to foreign securities. Such taxes are accrued as applicable.

h) Restricted Securities. The Funds may invest in securities that are restricted as to public sale in accordance with the Securities Act of 1933. Such assets are valued by the Adviser pursuant to policies and procedures approved by the Board.

i) Distributions to Shareholders. Income and capital gain distributions to shareholders are determined in accordance with income tax regulations which may differ from GAAP. These differences are primarily due to differing treatments for net investment loss, foreign currency gains and losses, reclassification of distributions, partnership basis adjustments, income from passive foreign investment companies, late year loss deferral, post-October loss deferral, wash sale loss deferral, expiration of capital loss carryforwards and gains from in-kind redemptions.

j) Commitments and Contingencies. In the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnification. The maximum exposure to the Funds under these agreements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

k) Cash and Cash Equivalents. The Funds consider all short term liquid investments with a maturity of three months or less when purchased to be cash equivalents.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities, other than short term securities, for the year ended September 30, 2018 were as follows:


Fund	Purchases		Sales
Baron Asset Fund	$	317,508,154	$	423,257,841
Baron Growth Fund		185,671,370		756,813,424
Baron Small Cap Fund		607,248,092		987,680,149
Baron Opportunity Fund		161,565,251		78,182,876
Baron Fifth Avenue Growth Fund		70,198,303		20,148,941
Baron Discovery Fund		226,617,814		188,889,335
Baron Durable Advantage Fund		3,667,700		188,351

During the year, Baron Asset Fund transferred securities through an in-kind redemption of $22,927,902, generating a realized gain of $12,813,759, which is included in net realized gain on investments sold in the Statement of Operations.

4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

a) Investment Advisory Fees. The Adviser, a wholly owned subsidiary of Baron Capital Group, Inc. (“BCG”), serves as investment adviser to the Funds. As compensation for services rendered, the Adviser receives a fee payable monthly from Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund and Baron Discovery Fund equal to 1% per annum of the average daily net assets of the respective Funds. The Adviser receives a fee payable monthly equal to 0.70% per annum of Baron Fifth Avenue Growth Fund’s average daily net assets and 0.65% per annum of Baron Durable Advantage Fund’s average daily net assets.

For Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund and Baron Durable Advantage Fund, the Adviser has contractually agreed to reduce its fee, to the extent required to limit the net annual operating expense ratio (excluding portfolio transaction costs, interest, dividend and extraordinary expenses), as follows:


	Annual Operating Expense Ratio Cap
Fund	Retail Shares			Institutional Shares			R6 Shares
Baron Opportunity Fund		1.50	%		1.25	%		1.24	%
Baron Fifth Avenue Growth Fund*		1.00	%		0.75	%		0.75	%
Baron Discovery Fund		1.35	%		1.10	%		1.09	%
Baron Durable Advantage Fund		0.95	%		0.70	%		0.70	%

Prior to November 15, 2017, the Adviser had contractually agreed to reduce its fee for Baron Fifth Avenue Growth Fund to the extent required to limit the net annual operating expense ratio (excluding portfolio transaction costs, interest, dividend and extraordinary expenses) to 1.10%, 0.85% and 0.84% of average daily net assets of the Retail Shares, Institutional Shares and R6 Shares, respectively.

b) Distribution Fees. Baron Capital, Inc. (“BCI”), a wholly owned subsidiary of BCG, is a registered limited purpose broker-dealer and the distributor of the Funds’ shares. The Funds are authorized to pay BCI a distribution fee payable monthly pursuant to a distribution plan under Rule 12b-1 of the 1940 Act equal to 0.25% per annum of the Retail Shares’ average daily net assets of the respective Funds.

c) Trustee Fees. Certain Trustees of the Trust may be deemed to be affiliated with, or interested persons (as defined by the 1940 Act) of the Funds’ Adviser or of BCI. None of the Trustees so affiliated received compensation for his or her services as a Trustee of the Trust. None of the Funds’ officers received compensation from the Funds for their services as an officer.

d) Fund Accounting and Administration Fees. The Funds have entered into an agreement with State Street Bank and Trust Company (“State Street”) to perform accounting and certain administrative services. State Street is compensated for fund accounting services based on a percentage of the Funds’ net assets, subject to certain minimums plus fixed annual fees for the administrative services.


September 30, 2018		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES (Continued)

e) Cross Trades. The Funds are permitted to purchase securities from, or sell securities to, other Funds within the Trust, other funds in the Baron Select Funds, and other entities advised or subadvised by the Adviser, pursuant to “Cross-Trading” Procedures adopted by the Board. These procedures have been designed to ensure that any cross-trade of securities by the respective Baron Fund from or to another fund/other entity that is or could be considered an affiliate of a Fund under certain limited circumstances by virtue of having a common investment adviser, common officers, or common trustees complies with Rule 17a-7 under the 1940 Act. Further, as defined under these procedures, each cross-trade is effected at the current market price and with no commissions. Pursuant to these procedures, for the year ended September 30, 2018, the Funds engaged in the following cross-trades:


	Purchases		Sales		Net Realized Gains (Losses)
Baron Growth Fund	$	9,825,000	$	3,416,425	$	107,569
Baron Small Cap Fund		510,794		—		—
Baron Opportunity Fund		72,240		43,484		4,934
Baron Discovery Fund		—		510, 794		(159,678	)

5. LINE OF CREDIT

The Funds, together with other funds in Baron Select Funds (except Baron Partners Fund), participate in a committed line of credit agreement with State Street to be used for temporary purposes, primarily for financing redemptions. Each fund may borrow up to the lesser of $100 million or the maximum amount each fund may borrow under the 1940 Act, the limitations included in each fund’s prospectus, or any limit or restriction under any law or regulation to which each fund is subject or any agreement to which each fund is a party; provided that the aggregate outstanding principal amount of all loans to any of the funds may not exceed $100 million. Interest is charged to each fund, based on its borrowings, at a rate per annum equal to the higher of the Overnight Federal Funds Rate or the Overnight LIBOR Rate plus a margin of 1.00%. An upfront fee of 0.05% is incurred on the commitment amount and a commitment fee of 0.20% per annum is incurred on the unused portion of the line of credit. Both fees are allocated to the participating funds based on their relative net assets.

During the year ended September 30, 2018, Baron Growth Fund, Baron Opportunity Fund and Baron Discovery Fund had borrowings under the line of credit and incurred interest expense of $88,908, $1,358 and $2,800, respectively. For the 66 days during which there were borrowings, Baron Growth Fund had an average daily balance on the line of credit of $18.7 million at a weighted average interest rate of 2.63%. For the 5 days during which there were borrowings, Baron Opportunity Fund had an average daily balance on the line of credit of $4.4 million at a weighted average interest rate of 2.26%. For the 9 days during which there were borrowings, Baron Discovery Fund had an average daily balance on the line of credit of $4.2 million at a weighted average interest rate of 2.72%.

6. RESTRICTED SECURITIES

At September 30, 2018, 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 September 30, 2018, 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 Partnerships
Windy City Investments Holdings, L.L.C.		11/13/2007-1/27/2011	$	183,462

(Cost $0) (0.01% of Net Assets)
	Baron Growth Fund
Name of Issuer	Acquisition Date(s)		Value
Private Partnerships
Windy City Investments Holdings, L.L.C.		11/13/2007-1/27/2011	$	61,755

(Cost $0) (less than 0.01% 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	$	51,900

(Cost $0) (0.01% of Net Assets)


Baron Funds		September 30, 2018

NOTES TO FINANCIAL STATEMENTS (Continued)

7. 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.

The following is a summary of the inputs used as of September 30, 2018 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^†	$	3,561,034,832	$	—	$	—	$	3,561,034,832
Private Partnerships		—		—		183,462		183,462
Short Term Investments		—		93,923,894		—		93,923,894

Total Investments	$	3,561,034,832	$	93,923,894	$	183,462	$	3,655,142,188

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on September 30, 2018. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the year ended September 30, 2018.


	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^†	$	6,876,555,372	$	—	$	—	$	6,876,555,372
Preferred Stocks		—		31,258,957		—		31,258,957
Private Partnerships		—		—		61,755		61,755
Short Term Investments		—		89,307,812		—		89,307,812

Total Investments	$	6,876,555,372	$	120,566,769	$	61,755	$	6,997,183,896

†	See Statements of Net Assets for additional detailed categorizations.


September 30, 2018		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

7. FAIR VALUE MEASUREMENTS (Continued)


	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^†	$	4,616,070,301	$	—	$	—	$	4,616,070,301
Short Term Investments		—		71,699,196		—		71,699,196

Total Investments	$	4,616,070,301	$	71,699,196	$	—	$	4,687,769,497


	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^†	$	445,488,355	$	—	$	—	$	445,488,355
Short Term Investments		—		29,369,432		—		29,369,432

Total Investments	$	445,488,355	$	29,369,432	$	—	$	474,857,787


	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^†	$	287,584,607	$	—	$	—	$	287,584,607
Short Term Investments		—		22,395,436		—		22,395,436

Total Investments	$	287,584,607	$	22,395,436	$	—	$	309,980,043


	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^†	$	360,280,378	$	—	$	—	$	360,280,378
Warrants		—		51,900		—		51,900
Short Term Investments		—		35,449,286		—		35,449,286

Total Investments	$	360,280,378	$	35,501,186	$	—	$	395,781,564

†	See Statements of Net Assets for additional detailed categorizations.


Baron Funds		September 30, 2018

NOTES TO FINANCIAL STATEMENTS (Continued)

7. FAIR VALUE MEASUREMENTS (Continued)


	Baron Durable Advantage Fund
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†	$	3,680,259	$	—	$	—	$	3,680,259
Short Term Investments		—		426,376		—		426,376

Total Investments	$	3,680,259	$	426,376	$	—	$	4,106,635

†	See Statements of Net Assets 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, 2017		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 September 30, 2018		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at September 30, 2018
Private Equity Investments
Financials	$	3,330,537	$	—	$	4,632,601	$	(3,147,075	)	$	—	$	(4,632,601	)	$	—	$	—	$	183,462	$	(3,147,075	)

Total	$	3,330,537	$	—	$	4,632,601	$	(3,147,075	)	$	—	$	(4,632,601	)	$	—	$	—	$	183,462	$	(3,147,075	)

	Baron Growth Fund
Investments in Securities	Balance as of September 30, 2017		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 September 30, 2018		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at September 30, 2018
Private Equity Investments
Financials	$	1,121,082	$	—	$	1,559,366	$	(1,059,327	)	$	—	$	(1,559,366	)	$	—	$	—	$	61,755	$	(1,059,327	)

Total	$	1,121,082	$	—	$	1,559,366	$	(1,059,327	)	$	—	$	(1,559,366	)	$	—	$	—	$	61,755	$	(1,059,327	)


September 30, 2018		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

8. INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

Federal income tax regulations differ from GAAP. Therefore, distributions determined in accordance with tax regulations may differ in amount or character from net investment income and net realized gain for financial reporting purposes. Net investment income (loss) and net realized and unrealized gain (loss) differ for financial statement and tax purposes due to differing treatments of net investment loss, foreign currency gains and losses, reclassification of distributions, partnership basis adjustments, income from passive foreign investment companies, late year loss deferral, post-October loss deferral, wash sale loss deferral, expiration of capital loss carryforwards and gains from in-kind redemptions. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences.

For the year ended September 30, 2018, the Funds recorded the following permanent reclassifications to reflect tax character. Reclassifications between income, gains and paid-in capital relate primarily to the tax treatment of net investment loss, foreign currency gains and losses and partnership basis adjustments. Results of operations and net assets were not affected by these reclassifications.


Fund	Undistributed (Accumulated) Net Investment Income ( Loss)			Undistributed (Accumulated) Net Realized Gain (Loss)			Paid-In Capital
Baron Asset Fund	$	19,344,623		$	(12,813,759	)	$	(6,530,864	)
Baron Growth Fund		8,678,801			571			(8,679,372	)
Baron Small Cap Fund		22,333,071			7,383,109			(29,716,180	)
Baron Opportunity Fund		2,732,670			(426	)		(2,732,244	)
Baron Fifth Avenue Growth Fund		682,253			93,235			(775,488	)
Baron Discovery Fund		(582,012	)		582,170			(158	)
Baron Durable Advantage Fund		707			(116	)		(591	)

As of September 30, 2018, 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			Baron Durable Advantage Fund
Cost of investments	$	1,308,840,965		$	2,049,664,167		$	2,049,861,443		$	273,660,636		$	158,002,490		$	298,658,800		$	3,879,370

Gross tax unrealized appreciation		2,351,836,367			4,960,162,090			2,711,293,006			201,750,131			152,766,965			104,761,375			328,775
Gross tax unrealized depreciation		(5,535,144	)		(12,642,361	)		(73,384,952	)		(552,980	)		(789,412	)		(7,638,611	)		(101,510	)

Net tax unrealized appreciation (depreciation)		2,346,301,223			4,947,519,729			2,637,908,054			201,197,151			151,977,553			97,122,764			227,265
Net tax unrealized currency appreciation (depreciation)		—			—			—			—			—			(53	)		(8	)
Undistributed (accumulated) net investment income (loss)		—			—			—			—			—			748,155			10,248
Undistributed (accumulated) net realized gain (loss)		211,478,422			376,697,416			310,933,203			14,945,532			—			25,260,464			—
Qualified late year loss deferral		(18,019,104	)		(8,669,895	)		(25,558,176	)		(2,928,899	)		(985,077	)		(1,743,355	)		—
Capital loss carryforwards		—			—			—			—			(1,434,901	)		—			(26,354	)
Paid-in capital		1,109,142,550			1,673,884,997			1,759,867,173			260,752,404			156,258,525			272,630,455			3,822,685

Net Assets	$	3,648,903,091		$	6,989,432,247		$	4,683,150,254		$	473,966,188		$	305,816,100		$	394,018,430		$	4,033,836

As of September 30, 2018, the Funds had capital loss carryforwards expiring as follows:


	Baron Asset Fund		Baron Growth Fund		Baron Small Cap Fund		Baron Opportunity Fund		Baron Fifth Avenue Growth Fund		Baron Discovery Fund		Baron Durable Advantage Fund
Short term capital loss carryforwards:
No expiration date	$	—	$	—	$	—	$	—	$	1,434,901	$	—	$	26,354

	$	—	$	—	$	—	$	—	$	1,434,901	$	—	$	26,354

Capital loss carryforward utilized during the year ended September 30, 2018	$	—	$	—	$	—	$	—	$	3,702,690	$	4,596,912	$	—

Baron Fifth Avenue Growth Fund had capital loss carryforwards of $85,567 that expired during the year ended September 30, 2018.


Baron Funds		September 30, 2018

NOTES TO FINANCIAL STATEMENTS (Continued)

The tax character of distributions paid during the year ended September 30, 2018 and for the fiscal year ended September 30, 2017 was as follows:


	Year Ended September 30, 2018				Year Ended September 30, 2017
Fund	Ordinary¹		Long Term Capital Gain		Ordinary¹		Long Term Capital Gain
Baron Asset Fund	$	—	$	208,739,014	$	—	$	115,002,326
Baron Growth Fund		—		655,754,440		—		652,001,794
Baron Small Cap Fund		—		513,668,207		—		620,005,422
Baron Opportunity Fund		—		34,774,256		—		27,000,806
Baron Fifth Avenue Growth Fund		—		—		—		—
Baron Discovery Fund		301,083		—		—		—
Baron Durable Advantage Fund		—		—		—		—

¹	For tax purposes, short-term capital gains are considered ordinary income distributions.

The Funds follow the provisions of FASB Codification Section 740 (“ASC Section 740”) “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in tax positions taken or expected to be taken on a tax return. ASC Section 740 sets forth a threshold for financial statement recognition, measurement and disclosure of tax positions taken or expected to be taken on a tax return. The Funds are required to recognize the tax effects of certain tax positions under a “more likely than not” standard, that based on their technical merits, have more than 50 percent likelihood of being sustained upon examination. Management has analyzed the tax positions taken on the Funds’ federal income tax returns for all open years (current and prior three years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. At September 30, 2018, the Funds did not have any uncertain tax benefits that require recognition, de-recognition or disclosure. The Funds’ federal, state and local income and federal excise tax returns for which the applicable statutes of limitations have not expired (current and prior three years) are subject to examination by the Internal Revenue Service and state departments of revenue.

9. OWNERSHIP CONCENTRATION

As of September 30, 2018, the officers, trustees, and portfolio managers owned, directly or indirectly, 13.58% of Baron Fifth Avenue Growth Fund and 50.94% of Baron Durable Advantage Fund. As a result of their ownership, these investors may be able to materially affect the outcome of matters presented to Baron Fifth Avenue Growth Fund and Baron Durable Advantage Fund shareholders.

10. TRANSACTIONS IN “AFFILIATED” COMPANIES¹

BARON GROWTH FUND


Name of Issuer	Value at September 30, 2017		Purchase Cost		Sales Proceeds/ Return of Capital		Change in Net Unrealized Appreciation (Depreciation)			Realized Gains/ (Losses)		Dividend Income		Shares Held at September 30, 2018		Value at September 30, 2018		% of Net Assets at September 30, 2018
“Affiliated” Company as of September 30, 2018:
Benefitfocus, Inc.	$	78,215,185	$	—	$	3,345,583	$	14,070,726		$	49,672	$	—		2,200,000	$	88,990,000		1.27	%
Choice Hotels International, Inc.		192,179,250		—		597,988		58,000,079			318,659		1,937,688		3,000,000		249,900,000		3.58	%
Iridium Communications, Inc.		77,182,401		—		58,999		91,337,932			28,499		—		7,488,437		168,489,833		2.41	%
Iridium Communications, Inc., Series B, 6.75%		14,927,934		—		173,281		16,504,304			—		519,843		41,074		31,258,957		0.45	%
Vail Resorts, Inc.		501,178,043		—		21,657,032		90,040,879			6,720,110		10,837,617		2,100,000		576,282,000		8.25	%

	$	863,682,813	$	—	$	25,832,883	$	269,953,920		$	7,116,940	$	13,295,148			$	1,114,920,790

No longer an “Affiliated” Company as of September 30, 2018:
Marriott Vacations Worldwide Corp.	$	199,248,000	$	—	$	—	$	(20,448,000	)	$	—	$	2,560,000		1,600,000	$	178,800,000		2.56	%

BARON SMALL CAP FUND


Name of Issuer	Value at September 30, 2017		Purchase Cost		Sales Proceeds		Change in Net Unrealized Appreciation (Depreciation)			Realized Gains/ (Losses)		Dividend Income		Shares Held at September 30, 2018		Value at September 30, 2018		% of Net Assets at September 30, 2018
No longer an “Affiliated” Company as of September 30, 2018:
The Chefs’ Warehouse, Inc.	$	28,950,000	$	—	$	31,061,081	$	(6,516,785	)	$	8,627,866	$	—		—	$	—		0.00	%
GTT Communications, Inc.		72,105,030		7,991,285		—		28,403,685			—		—		2,500,000		108,500,000		2.32	%

	$	101,055,030	$	7,991,285	$	31,061,081	$	21,886,900		$	8,627,866	$	—			$	108,500,000

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 year ended September 30, 2018.


September 30, 2018		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

11. RECENT ACCOUNTING PRONOUNCEMENT:

In August 2018, FASB issued Accounting Standards Update No. 2018-13, “Fair Value Measurement (Topic 820: Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU 2018-13”). ASU 2018-13 eliminates the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. ASU 2018-13 does not eliminate the requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements, and the changes in unrealized gains and losses for recurring Level 3 fair value measurements. ASU 2018-13 requires that information is provided about the measurement uncertainty of Level 3 fair value measurements as of the reporting date. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management is currently evaluating the impact of applying this guidance.


Baron Investment Funds		September 30, 2018

FINANCIAL HIGHLIGHTS

BARON ASSET FUND

Selected data for a share outstanding throughout each year:


			Income (loss) from investment operations:									Less distributions to shareholders from:										Ratios to Average Net Assets:									Supplemental Data:
	Net asset value, beginning of year ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)		Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of year ($)		Total return (%)			Operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of year ($)		Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,
2018		70.87		(0.59	)¹		16.09			15.50			0.00		(4.94	)		(4.94	)		81.43		23.11			1.30			(0.79	)		2,259.7		9.87
2017		60.67		(0.48	)¹		13.48			13.00			0.00		(2.80	)		(2.80	)		70.87		22.41			1.31			(0.75	)		1,979.1		10.35
2016		60.88		(0.25	)¹		6.63			6.38			0.00		(6.59	)		(6.59	)		60.67		11.14			1.31			(0.43	)		1,802.6		12.54
2015		63.75		(0.41	)¹		1.71			1.30			0.00		(4.17	)		(4.17	)		60.88		1.81			1.31			(0.62	)		1,804.3		13.53
2014		61.37		(0.44	)¹		8.42			7.98			0.00		(5.60	)		(5.60	)		63.75		13.59			1.31			(0.70	)		2,000.5		11.26
2013		52.03		(0.34	)¹		13.44			13.10			0.00		(3.76	)		(3.76	)		61.37		27.17			1.32			(0.62	)		2,024.2		12.04
2012		49.00		(0.14	)¹		10.94			10.80			0.00		(7.77	)		(7.77	)		52.03		24.65			1.33			(0.28	)		1,845.6		13.11
2011		49.27		(0.23	)¹		0.73			0.50			0.00		(0.77	)		(0.77	)		49.00		0.85			1.33			(0.41	)		1,924.9		23.89
2010		43.62		(0.28	)¹		5.93			5.65			0.00		0.00			0.00			49.27		12.95			1.32			(0.61	)		2,424.2		13.04
2009		52.12		(0.20	)¹		(5.68	)		(5.88	)		0.00		(2.62	)		(2.62	)		43.62		(9.88	)		1.36	²		(0.54	)		2,652.6		14.67

INSTITUTIONAL SHARES

Year Ended September 30,
2018		73.07		(0.41	)¹		16.64			16.23			0.00		(4.94	)		(4.94	)		84.36		23.43			1.04			(0.53	)		1,315.7		9.87
2017		62.30		(0.33	)¹		13.90			13.57			0.00		(2.80	)		(2.80	)		73.07		22.76			1.04			(0.50	)		1,021.0		10.35
2016		62.19		(0.10	)¹		6.80			6.70			0.00		(6.59	)		(6.59	)		62.30		11.44			1.04			(0.17	)		723.3		12.54
2015		64.87		(0.24	)¹		1.73			1.49			0.00		(4.17	)		(4.17	)		62.19		2.09			1.04			(0.36	)		719.1		13.53
2014		62.20		(0.28	)¹		8.55			8.27			0.00		(5.60	)		(5.60	)		64.87		13.90			1.04			(0.43	)		689.8		11.26
2013		52.55		(0.21	)¹		13.62			13.41			0.00		(3.76	)		(3.76	)		62.20		27.51			1.05			(0.38	)		506.1		12.04
2012		49.30		0.01	¹		11.01			11.02			0.00		(7.77	)		(7.77	)		52.55		24.99			1.06			0.02			386.7		13.11
2011		49.43		(0.10	)¹		0.74			0.64			0.00		(0.77	)		(0.77	)		49.30		1.14			1.06			(0.18	)		288.9		23.89
2010		43.65		(0.15	)¹		5.93			5.78			0.00		0.00			0.00			49.43		13.24			1.06			(0.33	)		242.8		13.04
2009³		37.38		(0.05	)¹		6.32			6.27			0.00		0.00			0.00			43.65		16.77	⁴		1.16	⁵		(0.39	)⁵		82.3		14.67

R6 SHARES

Year Ended September 30,
2018		73.06		(0.41	)¹		16.64			16.23			0.00		(4.94	)		(4.94	)		84.35		23.43			1.04			(0.54	)		73.5		9.87
2017		62.30		(0.34	)¹		13.90			13.56			0.00		(2.80	)		(2.80	)		73.06		22.74			1.04			(0.51	)		22.5		10.35
2016⁶		53.85		(0.21	)¹		8.68			8.47			0.00		(0.02	)		(0.02	)		62.30		15.73	⁴		1.04	⁵		(0.52	)⁵		7.8		12.54

¹	Based on average shares outstanding.

²	Benefit of expense reduction rounds to less than 0.01%.

³	For the period May 29, 2009 (initial offering of Institutional Shares) to September 30, 2009.

⁴	Not Annualized.

⁵	Annualized.

⁶	For the period January 29, 2016 (initial offering of R6 Shares) to September 30, 2016.


46		See Notes to Financial Statements.


September 30, 2018		Baron Investment Funds

FINANCIAL HIGHLIGHTS (Continued)

BARON GROWTH FUND

Selected data for a share outstanding throughout each period:


			Income (loss) from investment operations:									Less distributions to shareholders from:														Ratios to Average Net Assets:						Supplemental Data:
	Net asset value, beginning of year ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)			Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of year ($)		Total return (%)			Operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of year ($)		Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,
2018		71.77		(0.17	)¹		16.98			16.81			0.00			(7.90	)		(7.90	)		80.68		25.55			1.29	⁴		(0.24	)		2,747.8		2.92
2017		67.13		(0.16	)¹		12.44			12.28			0.00			(7.64	)		(7.64	)		71.77		20.47			1.30	⁴		(0.25	)		2,666.6		3.32
2016		68.25		0.08	¹		4.83			4.91			0.00			(6.03	)		(6.03	)		67.13		7.60			1.30	⁴		0.12			2,917.2		4.68
2015		70.46		(0.27	)¹		1.28			1.01			0.00			(3.22	)		(3.22	)		68.25		1.27			1.29	⁴		(0.37	)		3,511.2		6.95
2014		68.67		0.06	¹		3.45			3.51			(0.03	)		(1.69	)		(1.72	)		70.46		5.11			1.29	⁴		0.08			4,076.1		13.15
2013		58.19		(0.12	)¹		16.37			16.25			(0.18	)		(5.59	)		(5.77	)		68.67		30.76			1.30			(0.20	)		4,644.2		9.63
2012		46.18		0.20	¹		12.64			12.84			0.00			(0.83	)		(0.83	)		58.19		28.12			1.32			0.38			4,073.5		13.70
2011		44.37		(0.29	)¹		2.10			1.81			0.00			0.00			0.00			46.18		4.08			1.32			(0.56	)		4,110.8		13.51
2010		39.00		(0.34	)¹		5.71			5.37			0.00			0.00			0.00			44.37		13.77			1.32			(0.80	)		4,842.8		16.12
2009		41.69		(0.18	)¹		(2.47	)		(2.65	)		0.00			(0.04	)		(0.04	)		39.00		(6.34	)		1.35	²		(0.56	)		5,034.5		26.65

INSTITUTIONAL SHARES

Year Ended September 30,
2018		73.52		0.01	¹		17.46			17.47			0.00			(7.90	)		(7.90	)		83.09		25.86			1.03	⁴		0.01			4,134.2		2.92
2017		68.42		0.00	^1,7		12.74			12.74			0.00			(7.64	)		(7.64	)		73.52		20.79			1.04	⁴		0.00	⁸		3,433.5		3.32
2016		69.28		0.24	¹		4.93			5.17			0.00			(6.03	)		(6.03	)		68.42		7.88			1.05	⁴		0.37			3,043.3		4.68
2015		71.33		(0.09	)¹		1.28			1.19			(0.02	)		(3.22	)		(3.24	)		69.28		1.51			1.04	⁴		(0.12	)		3,440.4		6.95
2014		69.32		0.20	¹		3.53			3.73			(0.03	)		(1.69	)		(1.72	)		71.33		5.39			1.04	⁴		0.28			3,694.5		13.15
2013		58.70		0.02	¹		16.52			16.54			(0.33	)		(5.59	)		(5.92	)		69.32		31.10			1.05			0.04			2,976.7		9.63
2012		46.46		0.45	¹		12.62			13.07			0.00			(0.83	)		(0.83	)		58.70		28.45			1.06			0.83			1,747.3		13.70
2011		44.52		(0.17	)¹		2.11			1.94			0.00			0.00			0.00			46.46		4.36			1.06			(0.33	)		1,261.8		13.51
2010		39.03		(0.22	)¹		5.71			5.49			0.00			0.00			0.00			44.52		14.07			1.06			(0.53	)		728.9		16.12
2009³		33.71		(0.04	)¹		5.36			5.32			0.00			0.00			0.00			39.03		15.78	⁵		1.13	⁶		(0.29	)⁶		238.7		26.65

R6 SHARES

Year Ended September 30,
2018		73.52		(0.00	)^1,7		17.48			17.48			0.00			(7.90	)		(7.90	)		83.10		25.88			1.04	⁴		(0.00	)⁸		107.4		2.92
2017		68.42		(0.11	)¹		12.85			12.74			0.00			(7.64	)		(7.64	)		73.52		20.79			1.05	⁴		(0.15	)		12.5		3.32
2016⁹		60.02		(0.15	)¹		8.55			8.40			0.00			0.00			0.00			68.42		14.00	⁵		1.05	^4,6		(0.33	)⁶		2.3		4.68

¹	Based on average shares outstanding.

²	Benefit of expense reduction rounds to less than 0.01%.

³	For the period May 29, 2009 (initial offering of Institutional Shares) to September 30, 2009.

⁴	Interest expense rounds to less than 0.01%.

⁵	Not Annualized.

⁶	Annualized.

⁷	Less than $0.01 per share.

⁸	Less than 0.01%.

⁹	For the period January 29, 2016 (initial offering of R6 Shares) to September 30, 2016.


See Notes to Financial Statements.		47


Baron Investment Funds		September 30, 2018

FINANCIAL HIGHLIGHTS (Continued)

BARON SMALL CAP FUND

Selected data for a share outstanding throughout each year:


			Income (loss) from investment operations:									Less distributions to shareholders from:													Ratios to Average Net Assets:						Supplemental Data:
	Net asset value, beginning of year ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)		Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of year ($)		Total return (%)			Operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of year ($)		Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,
2018		30.64		(0.32	)¹		7.21			6.89			0.00		(3.85	)		(3.85	)		33.68		25.00			1.30			(1.05	)		1,831.3		14.19
2017		30.59		(0.04	)¹		5.77			5.73			0.00		(5.68	)		(5.68	)		30.64		22.45			1.31	⁸		(0.15	)		1,730.3		28.95
2016		30.34		(0.18	)¹		3.84			3.66			0.00		(3.41	)		(3.41	)		30.59		12.89			1.32	⁸		(0.64	)		1,826.3		10.25
2015		33.68		(0.21	)¹		(1.10	)		(1.31	)		0.00		(2.03	)		(2.03	)		30.34		(4.32	)		1.30			(0.61	)		2,601.4		14.66
2014		32.83		(0.01	)¹		2.14			2.13			0.00		(1.28	)		(1.28	)		33.68		6.52			1.30			(0.04	)		3,192.8		16.41
2013		26.14		(0.12	)¹		7.61			7.49			0.00		(0.80	)		(0.80	)		32.83		29.51			1.31			(0.42	)		3,626.1		20.35
2012		20.84		(0.19	)¹		5.96			5.77			0.00		(0.47	)		(0.47	)		26.14		28.09			1.31			(0.76	)		3,081.8		28.02
2011		20.90		(0.15	)¹		0.09	²		(0.06	)		0.00		0.00			0.00			20.84		(0.29	)		1.31			(0.63	)		2,842.0		32.81
2010		17.96		(0.06	)¹		3.00			2.94			0.00		0.00			0.00			20.90		16.37			1.31			(0.30	)		3,032.0		27.22
2009		18.70		(0.13	)¹		(0.61	)		(0.74	)		0.00		(0.00	)³		(0.00	)		17.96		(3.95	)		1.34	⁴		(0.86	)		2,719.4		35.83

INSTITUTIONAL SHARES

Year Ended September 30,
2018		31.58		(0.25	)¹		7.47			7.22			0.00		(3.85	)		(3.85	)		34.95		25.33			1.04			(0.79	)		2,696.7		14.19
2017		31.29		0.02	¹		5.95			5.97			0.00		(5.68	)		(5.68	)		31.58		22.76			1.05	⁸		0.06			2,404.6		28.95
2016		30.88		(0.12	)¹		3.94			3.82			0.00		(3.41	)		(3.41	)		31.29		13.21			1.06	⁸		(0.41	)		1,680.7		10.25
2015		34.16		(0.13	)¹		(1.12	)		(1.25	)		0.00		(2.03	)		(2.03	)		30.88		(4.08	)		1.04			(0.37	)		1,923.2		14.66
2014		33.20		0.06	¹		2.18			2.24			0.00		(1.28	)		(1.28	)		34.16		6.79			1.04			0.18			2,057.4		16.41
2013		26.36		(0.05	)¹		7.69			7.64			0.00		(0.80	)		(0.80	)		33.20		29.85			1.05			(0.16	)		1,775.7		20.35
2012		20.96		(0.13	)¹		6.00			5.87			0.00		(0.47	)		(0.47	)		26.36		28.41			1.05			(0.53	)		1,111.0		28.02
2011		20.97		(0.10	)¹		0.09	²		(0.01	)		0.00		0.00			0.00			20.96		(0.05	)		1.06			(0.42	)		518.6		32.81
2010		17.97		(0.03	)¹		3.03			3.00			0.00		0.00			0.00			20.97		16.69			1.06			(0.15	)		261.1		27.22
2009⁵		15.52		(0.04	)¹		2.49			2.45			0.00		0.00			0.00			17.97		15.79	⁶		1.16	⁷		(0.75	)⁷		89.4		35.83

R6 SHARES

Year Ended September 30,
2018		31.57		(0.26	)¹		7.48			7.22			0.00		(3.85	)		(3.85	)		34.94		25.34			1.05			(0.82	)		155.2		14.19
2017		31.29		(0.08	)¹		6.04			5.96			0.00		(5.68	)		(5.68	)		31.57		22.72			1.06	⁸		(0.28	)		101.8		28.95
2016⁹		26.06		(0.17	)¹		5.40			5.23			0.00		0.00			0.00			31.29		20.07	⁶		1.06	^7,8		(0.85	)⁷		3.7		10.25

¹	Based on average shares outstanding.

²	The amount shown for a share outstanding does not correspond with the aggregate realized and unrealized gain (loss) on investments for the period due to the timing of sales and redemptions of Fund shares in relation to fluctuating market values of investments of the Fund.

³	Less than $0.01 per share.

⁴	Benefit of expense reduction rounds to less than 0.01%.

⁵	For the period May 29, 2009 (initial offering of Institutional Shares) to September 30, 2009.

⁶	Not Annualized.

⁷	Annualized.

⁸	Interest expense rounds to less than 0.01%.

⁹	For the period January 29, 2016 (initial offering of R6 Shares) to September 30, 2016.


48		See Notes to Financial Statements.


September 30, 2018		Baron Investment Funds

FINANCIAL HIGHLIGHTS (Continued)

BARON OPPORTUNITY FUND

Selected data for a share outstanding throughout each year:


			Income (loss) from investment operations:									Less distributions to shareholders from:																Ratios to Average Net Assets:												Supplemental Data:
	Net asset value, beginning of year ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)		Net realized gain on investments ($)			Total distributions ($)			Redemption fee			Net asset value, end of year ($)		Total return (%)			Operating expenses (%)			Less: Reimbursement of expenses by Adviser (%)			Net operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of year ($)		Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,
2018		18.53		(0.22	)¹		6.36			6.14			0.00		(2.65	)		(2.65	)		0.00			22.02		37.41			1.37	⁷		0.00			1.37			(1.13	)		363.6		23.97
2017		16.87		(0.20	)¹		3.75			3.55			0.00		(1.89	)		(1.89	)		0.00			18.53		24.32			1.41	⁷		0.00			1.41			(1.18	)		201.4		32.62
2016		17.12		(0.13	)¹		1.70			1.57			0.00		(1.82	)		(1.82	)		0.00			16.87		9.19			1.41	⁷		0.00			1.41			(0.83	)		207.0		32.38
2015		18.61		(0.21	)¹		(0.25	)		(0.46	)		0.00		(1.03	)		(1.03	)		0.00			17.12		(2.70	)		1.38	⁷		0.00			1.38			(1.10	)		232.2		41.87
2014		19.26		(0.24	)¹		0.79			0.55			0.00		(1.20	)		(1.20	)		0.00			18.61		2.87	⁵		1.35			0.00			1.35			(1.24	)		331.2		63.40
2013		15.61		(0.17	)¹		4.06			3.89			0.00		(0.24	)		(0.24	)		0.00			19.26		25.39			1.37			0.00			1.37			(1.02	)		359.9		70.44
2012		12.83		(0.17	)¹		2.95			2.78			0.00		0.00			0.00			0.00			15.61		21.67			1.39			0.00			1.39			(1.16	)		332.4		88.56
2011		12.76		(0.16	)¹		0.23			0.07			0.00		0.00			0.00			0.00			12.83		0.55			1.41			0.00			1.41			(1.11	)		240.4		65.43
2010		10.61		(0.13	)¹		2.28			2.15			0.00		0.00			0.00			0.00	²		12.76		20.26			1.44			0.00			1.44			(1.08	)		214.4		76.44
2009		9.90		(0.08	)¹		0.79			0.71			0.00		0.00			0.00			0.00	²		10.61		7.17			1.50			0.00	⁴		1.50			(1.00	)		142.7		68.09

INSTITUTIONAL SHARES

Year Ended September 30,
2018		19.08		(0.18	)¹		6.58			6.40			0.00		(2.65	)		(2.65	)		0.00			22.83		37.73			1.11	⁷		0.00			1.11			(0.88	)		96.4		23.97
2017		17.27		(0.16	)¹		3.86			3.70			0.00		(1.89	)		(1.89	)		0.00			19.08		24.65			1.14	⁷		0.00			1.14			(0.92	)		51.7		32.62
2016		17.45		(0.08	)¹		1.72			1.64			0.00		(1.82	)		(1.82	)		0.00			17.27		9.44			1.13	⁷		0.00			1.13			(0.46	)		43.3		32.38
2015		18.89		(0.16	)¹		(0.25	)		(0.41	)		0.00		(1.03	)		(1.03	)		0.00			17.45		(2.38	)		1.10	⁷		0.00			1.10			(0.84	)		91.7		41.87
2014		19.49		(0.19	)¹		0.79			0.60			0.00		(1.20	)		(1.20	)		0.00			18.89		3.10	⁵		1.08			0.00			1.08			(0.97	)		109.4		63.40
2013		15.75		(0.13	)¹		4.11			3.98			0.00		(0.24	)		(0.24	)		0.00			19.49		25.74			1.11			0.00			1.11			(0.79	)		101.3		70.44
2012		12.91		(0.13	)¹		2.97			2.84			0.00		0.00			0.00			0.00			15.75		22.00			1.13			0.00			1.13			(0.90	)		62.5		88.56
2011		12.80		(0.12	)¹		0.23			0.11			0.00		0.00			0.00			0.00			12.91		0.86			1.14			0.00			1.14			(0.84	)		35.5		65.43
2010		10.62		(0.10	)¹		2.28			2.18			0.00		0.00			0.00			0.00	²		12.80		20.53			1.18			0.00			1.18			(0.83	)		25.5		76.44
2009⁶		8.88		(0.02	)¹		1.76			1.74			0.00		0.00			0.00			0.00			10.62		19.59	^3,8		1.37	⁹		(0.12	)⁹		1.25	⁹		(0.74	)⁹		10.9		68.09

R6 SHARES

Year Ended September 30,
2018		19.09		(0.17	)¹		6.59			6.42			0.00		(2.65	)		(2.65	)		0.00			22.86		37.83			1.09	⁷		0.00			1.09			(0.82	)		14.0		23.97
2017		17.28		(0.16	)¹		3.86			3.70			0.00		(1.89	)		(1.89	)		0.00			19.09		24.64			1.12	⁷		0.00			1.12			(0.89	)		1.0		32.62
2016¹⁰		16.88		(0.02	)¹		0.42			0.40			0.00		0.00			0.00			0.00			17.28		2.37	⁸		1.12	^7,9		0.00			1.12	⁹		(1.25	)⁹		0.5		32.38

¹	Based on average shares outstanding.

²	Less than $0.01 per share.

³	The total returns would have been lower had certain expenses not been reduced during the period shown.

⁴	Benefit of expense reduction rounds to less than 0.01%.

⁵	The Adviser made a voluntary payment to the Fund in the amount of $140,762 to compensate the Fund for a loss incurred due to a trade processing error. The impact of this payment increased the Fund’s total return by 0.03%.

⁶	For the period May 29, 2009 (initial offering of Institutional Shares) to September 30, 2009.

⁷	Interest expense rounds to less than 0.01%.

⁸	Not Annualized.

⁹	Annualized.

¹⁰	For the period August 31, 2016 (initial offering of R6 Shares) to September 30, 2016.


See Notes to Financial Statements.		49


Baron Investment Funds		September 30, 2018

FINANCIAL HIGHLIGHTS (Continued)

BARON FIFTH AVENUE GROWTH FUND

Selected data for a share outstanding throughout each year:


			Income (loss) from investment operations:									Less distributions to shareholders from:														Ratios to Average Net Assets:												Supplemental Data:
	Net asset value, beginning of year ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)			Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of year ($)		Total return (%)			Operating expenses (%)			Less: Reimbursement of expenses by Adviser (%)			Net operating expenses (%)			Net investment income (%)			Net assets (in millions), end of year ($)		Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,
2018		24.04		(0.17	)¹		7.15			6.98			0.00			0.00			0.00			31.02		29.03	²		1.09			(0.08	)		1.01			(0.61	)		132.2		8.81
2017		19.35		(0.11	)¹		4.80			4.69			0.00			0.00			0.00			24.04		24.24	²		1.12	³		(0.02	)		1.10			(0.50	)		87.5		13.94
2016		16.91		(0.08	)¹		2.52			2.44			0.00			0.00			0.00			19.35		14.43	²		1.26			(0.04	)		1.22			(0.43	)		73.5		19.30
2015		16.83		(0.09	)¹		0.17	⁶		0.08			0.00			0.00			0.00			16.91		0.48	²		1.32			(0.02	)		1.30			(0.49	)		71.5		14.54
2014		14.42		(0.05	)¹		2.46			2.41			0.00			0.00			0.00			16.83		16.71	²		1.37			(0.07	)		1.30			(0.29	)		53.2		16.84
2013		11.83		0.02	¹		2.57			2.59			0.00			0.00			0.00			14.42		21.89	²		1.47			(0.17	)		1.30			0.14			47.8		22.91
2012		8.98		(0.03	)¹		2.88			2.85			0.00			0.00			0.00			11.83		31.74	²		1.55			(0.25	)		1.30			(0.30	)		34.8		79.07
2011		9.21		(0.06	)¹		(0.17	)		(0.23	)		0.00			0.00			0.00			8.98		(2.50	)²		1.59			(0.29	)		1.30			(0.55	)		23.4		75.36
2010		8.60		(0.03	)¹		0.66			0.63			(0.02	)		0.00			(0.02	)		9.21		7.38	²		1.62			(0.25	)		1.37			(0.32	)		29.0		57.67
2009		10.38		0.03	¹		(1.03	)		(1.00	)		(0.01	)		(0.77	)		(0.78	)		8.60		(7.75	)²		1.69			(0.29	)		1.40			0.40			32.8		39.61

INSTITUTIONAL SHARES

Year Ended September 30,
2018		24.44		(0.10	)¹		7.28			7.18			0.00			0.00			0.00			31.62		29.38	²		0.82			(0.06	)		0.76			(0.36	)		152.2		8.81
2017		19.62		(0.05	)¹		4.87			4.82			0.00			0.00			0.00			24.44		24.57	²		0.84	³		0.00			0.84			(0.24	)		89.5		13.94
2016		17.10		(0.03	)¹		2.55			2.52			0.00			0.00			0.00			19.62		14.74	²		0.98			(0.01	)		0.97			(0.19	)		81.9		19.30
2015		17.00		(0.04	)¹		0.16	⁶		0.12			(0.02	)		0.00			(0.02	)		17.10		0.72			1.04			0.00			1.04			(0.23	)		74.7		14.54
2014		14.53		(0.01	)¹		2.48			2.47			0.00			0.00			0.00			17.00		17.00	²		1.08			(0.03	)		1.05			(0.08	)		56.0		16.84
2013		11.89		0.05	¹		2.59			2.64			0.00			0.00			0.00			14.53		22.20	²		1.18			(0.13	)		1.05			0.36			33.8		22.91
2012		9.00		(0.01	)¹		2.90			2.89			0.00			0.00			0.00			11.89		32.11	²		1.26			(0.21	)		1.05			(0.05	)		18.9		79.07
2011		9.21		(0.03	)¹		(0.18	)		(0.21	)		0.00			0.00			0.00			9.00		(2.28	)²		1.31			(0.26	)		1.05			(0.30	)		10.2		75.36
2010		8.61		(0.01	)¹		0.66			0.65			(0.05	)		0.00			(0.05	)		9.21		7.59	²		1.35			(0.24	)		1.11			(0.07	)		10.4		57.67
2009⁷		7.54		0.02	¹		1.05			1.07			0.00			0.00			0.00			8.61		14.19	^2,4		1.61	⁵		(0.46	)⁵		1.15	⁵		0.58	⁵		9.5		39.61

R6 SHARES

Year Ended September 30,
2018		24.45		(0.11	)¹		7.29			7.18			0.00			0.00			0.00			31.63		29.37	²		0.80			(0.05	)		0.75			(0.37	)		21.4		8.81
2017		19.63		(0.06	)¹		4.88			4.82			0.00			0.00			0.00			24.45		24.55	²		0.84	³		0.00			0.84			(0.27	)		4.7		13.94
2016⁸		17.03		(0.05	)¹		2.65			2.60			0.00			0.00			0.00			19.63		15.27	^2,4		0.85	⁵		(0.01	)⁵		0.84	⁵		(0.37	)⁵		1.4		19.30

¹	Based on average shares outstanding.

²	The total returns would have been lower had certain expenses not been reduced during the period shown.

³	Interest expense rounds to less than 0.01%.

⁴	Not Annualized.

⁵	Annualized.

⁶	The amount shown for a share outstanding does not correspond with the aggregate realized and unrealized gain (loss) on investments for the period due to the timing of sales and redemptions of Fund shares in relation to fluctuating market values of investments of the Fund.

⁷	For the period May 29, 2009 (initial offering of Institutional Shares) to September 30, 2009.

⁸	For the period January 29, 2016 (initial offering of R6 Shares) to September 30, 2016.


50		See Notes to Financial Statements.


September 30, 2018		Baron Investment Funds

FINANCIAL HIGHLIGHTS (Continued)

BARON DISCOVERY FUND

Selected data for a share outstanding throughout each year:


			Income (loss) from investment operations:									Less distributions to shareholders from:														Ratios to Average Net Assets:												Supplemental Data:
	Net asset value, beginning of year ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)			Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of year ($)		Total return (%)			Operating expenses (%)			Less: Reimbursement of expenses by Adviser (%)			Net operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of year ($)		Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,
2018		17.56		0.09	¹		6.13			6.22			(0.01	)		0.00			(0.01	)		23.77		35.41	³		1.40	⁸		(0.05	)		1.35			0.45			108.2		72.25
2017		13.40		(0.17	)¹		4.33			4.16			0.00			0.00			0.00			17.56		31.04	³		1.47			(0.12	)		1.35			(1.11	)		131.2		40.97
2016		11.13		0.16	¹		2.38			2.54			0.00			(0.27	)		(0.27	)		13.40		23.24	³		1.88			(0.53	)		1.35			1.38			18.6		90.74
2015		11.68		(0.13	)¹		(0.42	)		(0.55	)		0.00			0.00			0.00			11.13		(4.71	)^3,4		1.57			(0.22	)		1.35			(0.97	)		19.9		114.82
2014		10.00		(0.10	)¹		1.78	²		1.68			0.00			0.00			0.00			11.68		16.80	³		2.16			(0.81	)		1.35			(0.85	)		16.6		109.40

INSTITUTIONAL SHARES

Year Ended September 30,
2018		17.74		0.01	¹		6.32			6.33			(0.04	)		0.00			(0.04	)		24.03		35.74	³		1.12	⁸		(0.02	)		1.10			0.05			280.2		72.25
2017		13.50		(0.13	)¹		4.37			4.24			0.00			0.00			0.00			17.74		31.41	³		1.23			(0.13	)		1.10			(0.85	)		113.6		40.97
2016		11.19		0.12	¹		2.46			2.58			0.00			(0.27	)		(0.27	)		13.50		23.47	³		1.49			(0.39	)		1.10			1.06			22.8		90.74
2015		11.71		(0.10	)¹		(0.42	)		(0.52	)		0.00			0.00			0.00			11.19		(4.44	)^3,4		1.25			(0.15	)		1.10			(0.72	)		53.9		114.82
2014		10.00		(0.08	)¹		1.79	²		1.71			0.00			0.00			0.00			11.71		17.10	³		1.91			(0.81	)		1.10			(0.64	)		48.7		109.40

R6 SHARES

Year Ended September 30,
2018		17.74		0.03	¹		6.30			6.33			(0.04	)		0.00			(0.04	)		24.03		35.75	³		1.10	⁸		(0.01	)		1.09			0.15			5.6		72.25
2017		13.50		(0.12	)¹		4.36			4.24			0.00			0.00			0.00			17.74		31.41	³		1.22			(0.13	)		1.09			(0.79	)		3.2		40.97
2016⁵		12.89		(0.01	)¹		0.62			0.61			0.00			0.00			0.00			13.50		4.73	^3,6		1.48	⁷		(0.39	)⁷		1.09	⁷		(0.66	)⁷		2.0		90.74

¹	Based on average shares outstanding.

²	The amount shown for a share outstanding does not correspond with the aggregate realized and unrealized gain (loss) on investments for the period due to the timing of sales and redemptions of Fund shares in relation to fluctuating market values of investments of the Fund.

³	The total returns would have been lower had certain expenses not been reduced during the period shown.

⁴	The Adviser made a voluntary payment to the Fund in the amount of $1,000 to compensate the Fund for a loss incurred due to a trade processing error. The impact of this payment increased the Fund’s total return by less than 0.01%.

⁵	For the period August 31, 2016 (initial offering of R6 Shares) to September 30, 2016.

⁶	Not Annualized.

⁷	Annualized.

⁸	Interest expense rounds to less than 0.01%.


See Notes to Financial Statements.		51


Baron Investment Funds		September 30, 2018

FINANCIAL HIGHLIGHTS (Continued)

BARON DURABLE ADVANTAGE FUND

Selected data for a share outstanding throughout the period:


			Income (loss) from investment operations:							Less distributions to shareholders from:											Ratios to Average Net Assets:												Supplemental Data:
	Net asset value, beginning of period ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)		Total from investment operations ($)		Net investment income ($)		Net realized gain on investments ($)		Total distributions ($)		Net asset value, end of period ($)		Total return (%)			Operating expenses (%)			Less: Reimbursement of expenses by Adviser (%)			Net operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of period ($)		Portfolio turnover rate (%)

RETAIL SHARES

Period Ended September 30,
2018⁵		10.00		0.01	¹		0.73		0.74		0.00		0.00		0.00		10.74		7.40	^2,3		7.45	⁴		(6.50	)⁴		0.95	⁴		0.19	⁴		0.6		5.85	³

INSTITUTIONAL SHARES

Period Ended September 30,
2018⁵		10.00		0.04	¹		0.72		0.76		0.00		0.00		0.00		10.76		7.60	^2,3		5.71	⁴		(5.01	)⁴		0.70	⁴		0.46	⁴		3.0		5.85	³

R6 SHARES

Period Ended September 30,
2018⁵		10.00		0.04	¹		0.71		0.75		0.00		0.00		0.00		10.75		7.50	^2,3		5.24	⁴		(4.54	)⁴		0.70	⁴		0.46	⁴		0.4		5.85	³

¹ Based on average shares outstanding.

² The total returns would have been lower had certain expenses not been reduced during the period shown.

³ Not Annualized.

⁴ Annualized.

⁵ For the period January 2, 2018 (commencement of operations) to September 30, 2018.


52		See Notes to Financial Statements.


September 30, 2018		Baron Funds

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of Baron Investment Funds Trust and Shareholders of

Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund and Baron Durable Advantage Fund

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the statements of net assets, of Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund and Baron Durable Advantage Fund (seven of the funds constituting the Baron Investment Funds Trust, hereafter collectively referred to as the “Funds”) as of September 30, 2018, the related statements of operations, the statements of changes in net assets for each of the periods indicated in the table below, including the related notes, and financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of September 30, 2018, the results of each of their operations and the changes in each of their net assets for each of the periods indicated in the table below and each of the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Baron Asset Fund

Baron Growth Fund

Baron Small Cap Fund

Baron Opportunity Fund

Baron Fifth Avenue Growth Fund

Baron Discovery Fund

Statements of operations for the year ended September 30, 2018 and the statements of changes in net assets for each of the two years in the period ended September 30, 2018

Baron Durable Advantage Fund

Statements of operations and changes in net assets for the period January 2, 2018 (commencement of operations) through September 30, 2018

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2018 by correspondence with the custodian, brokers, and portfolio companies; when replies were not received, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

LOGO

PricewaterhouseCoopers LLP

New York, New York

November 20, 2018

We have served as the auditor of one or more investment companies in the Baron group of funds since 1987.


Baron Funds		September 30, 2018

TAX INFORMATION (Unaudited)

The federal tax status of distributions paid by the Funds during the year ended September 30, 2018 are listed below.

During the fiscal year ended September 30, 2018, the Funds’ distributions to shareholders included:


Fund	Ordinary Income^1,3		Long-Term Capital Gains^2,3

Baron Asset Fund		—	$	208,739,014

Baron Growth Fund		—		655,754,440

Baron Small Cap Fund		—		513,668,207

Baron Opportunity Fund		—		34,774,256

Baron Fifth Avenue Growth Fund		—		—

Baron Discovery Fund		301,083		—

Baron Durable Advantage Fund		—		—

¹	For tax purposes, short-term capital gains are considered ordinary income distributions.

²	Long-term capital gains are subject to a maximum allowable rate of 20% for individuals pursuant to The Tax Cuts and Jobs Act of 2017.

³	Under the Patient Protection and Affordable Care Act, higher income taxpayers must pay a 3.8% additional tax on net investment income.

Of the total ordinary income distributions paid by Baron Discovery Fund, 47.33% is qualified dividend income subject to a reduced tax rate and 44.55% qualifies for the corporate dividends received deduction.

The information and distributions reported may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2018. The information necessary to complete your income tax return for the calendar year ending December 31, 2018 will be listed on the Form 1099-DIV, which will be mailed to you in January 2019.


September 30, 2018		Baron Funds

FUND EXPENSES (Unaudited)

As a shareholder of the Funds, you may incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include advisory fees, distribution and service (12b-1) fees and other Fund expenses. Due to the payment of Rule 12b-1 fees, long-term shareholders may indirectly pay more than the maximum permitted front-end sales charge. The information on this page is intended to help you understand your ongoing costs of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The information in the following table is based on an investment of $1,000 invested on April 1, 2018 and held for the six months ended September 30, 2018.

ACTUAL EXPENSES

The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading titled “Expenses Paid During the Period”.

BASED ON ACTUAL TOTAL RETURN FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2018¹


	Actual Total Return			Beginning Account Value April 1, 2018		Ending Account Value September 30, 2018			Annualized Expense Ratio			Expenses Paid During the Period²
Baron Asset Fund — Retail Shares		14.21	%	$	1,000.00	$	1,142.10			1.29	%	$	6.93
Baron Asset Fund — Institutional Shares		14.34	%	$	1,000.00	$	1,143.40			1.03	%	$	5.53
Baron Asset Fund — R6 Shares		14.36	%	$	1,000.00	$	1,143.60			1.03	%	$	5.53
Baron Growth Fund — Retail Shares		16.42	%	$	1,000.00	$	1,164.20			1.28	%	$	6.94
Baron Growth Fund — Institutional Shares		16.58	%	$	1,000.00	$	1,165.80			1.03	%	$	5.59
Baron Growth Fund — R6 Shares		16.58	%	$	1,000.00	$	1,165.80			1.03	%	$	5.59
Baron Small Cap Fund — Retail Shares		15.58	%	$	1,000.00	$	1,155.80			1.30	%	$	7.03
Baron Small Cap Fund — Institutional Shares		15.77	%	$	1,000.00	$	1,157.70			1.04	%	$	5.63
Baron Small Cap Fund — R6 Shares		15.73	%	$	1,000.00	$	1,157.30			1.04	%	$	5.62
Baron Opportunity Fund — Retail Shares		18.64	%	$	1,000.00	$	1,186.40			1.35	%	$	7.40
Baron Opportunity Fund — Institutional Shares		18.78	%	$	1,000.00	$	1,187.80			1.10	%	$	6.03
Baron Opportunity Fund — R6 Shares		18.82	%	$	1,000.00	$	1,188.20			1.08	%	$	5.92
Baron Fifth Avenue Growth Fund — Retail Shares		13.50	%	$	1,000.00	$	1,135.00	³		1.00	%⁴	$	5.35
Baron Fifth Avenue Growth Fund — Institutional Shares		13.62	%	$	1,000.00	$	1,136.20	³		0.75	%⁴	$	4.02
Baron Fifth Avenue Growth Fund — R6 Shares		13.61	%	$	1,000.00	$	1,136.10	³		0.75	%⁴	$	4.02
Baron Discovery Fund — Retail Shares		32.87	%	$	1,000.00	$	1,328.70	³		1.35	%⁴	$	7.88
Baron Discovery Fund — Institutional Shares		33.06	%	$	1,000.00	$	1,330.60	³		1.10	%⁴	$	6.43
Baron Discovery Fund — R6 Shares		33.13	%	$	1,000.00	$	1,331.30	³		1.09	%⁴	$	6.37
Baron Durable Advantage Fund — Retail Shares		6.02	%	$	1,000.00	$	1,060.20	³		0.95	%⁴	$	4.91
Baron Durable Advantage Fund — Institutional Shares		6.22	%	$	1,000.00	$	1.062.20	³		0.70	%⁴	$	3.62
Baron Durable Advantage Fund — R6 Shares		6.12	%	$	1,000.00	$	1,061.20	³		0.70	%⁴	$	3.62

¹	Assumes reinvestment of all dividends and capital gain distributions, if any.

²	Expenses are equal to each share class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

³	Ending account value assumes the return earned after waiver and would have been lower if a portion of the expenses had not been waived.

⁴	Annualized expense ratios are adjusted to reflect fee waiver.


Baron Funds		September 30, 2018

FUND EXPENSES (Unaudited) (Continued)

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account values and expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Funds and other funds. To do so, compare the 5% hypothetical example relating to the Funds with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that expenses shown in the table below are meant to highlight your ongoing costs and do not reflect any transactional costs, such as redemption fees, if any. Therefore, the table is useful in comparing ongoing costs only and will not help you determine your relative total costs of owning different mutual funds. In addition, if these transactional costs were included, your costs would have been higher.

BASED ON HYPOTHETICAL TOTAL RETURN FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2018


	Hypothetical Annualized Total Return			Beginning Account Value April 1, 2018		Ending Account Value September 30, 2018			Annualized Expense Ratio			Expenses Paid During the Period²
Baron Asset Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.60			1.29	%	$	6.53
Baron Asset Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.90			1.03	%	$	5.22
Baron Asset Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.90			1.03	%	$	5.22
Baron Growth Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.65			1.28	%	$	6.48
Baron Growth Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.90			1.03	%	$	5.22
Baron Growth Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.90			1.03	%	$	5.22
Baron Small Cap Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.55			1.30	%	$	6.58
Baron Small Cap Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.85			1.04	%	$	5.27
Baron Small Cap Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.85			1.04	%	$	5.27
Baron Opportunity Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.30			1.35	%	$	6.83
Baron Opportunity Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.55			1.10	%	$	5.57
Baron Opportunity Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.65			1.08	%	$	5.47
Baron Fifth Avenue Growth Fund — Retail Shares		5.00	%	$	1,000.00	$	1,020.05	³		1.00	%⁴	$	5.06
Baron Fifth Avenue Growth Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,021.31	³		0.75	%⁴	$	3.80
Baron Fifth Avenue Growth Fund — R6 Shares		5.00	%	$	1,000.00	$	1,021.31	³		0.75	%⁴	$	3.80
Baron Discovery Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.30	³		1.35	%⁴	$	6.83
Baron Discovery Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.55	³		1.10	%⁴	$	5.57
Baron Discovery Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.60	³		1.09	%⁴	$	5.52
Baron Durable Advantage Fund — Retail Shares		5.00	%	$	1,000.00	$	1.020.31	³		0.95	%⁴	$	4.81
Baron Durable Advantage Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,021.56	³		0.70	%⁴	$	3.55
Baron Durable Advantage Fund — R6 Shares		5.00	%	$	1,000.00	$	1,021.56	³		0.70	%⁴	$	3.55

¹	Assumes reinvestment of all dividends and capital gain distributions, if any.

²	Expenses are equal to each share class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.

³	Ending account value assumes the return earned after waiver and would have been lower if a portion of the expenses had not been waived.

⁴	Annualized expense ratios are adjusted to reflect fee waiver.


September 30, 2018		Baron Funds

DISCLOSURE REGARDING THE APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS FOR BARON ASSET FUND, BARON GROWTH FUND, BARON SMALL CAP FUND, BARON OPPORTUNITY FUND, BARON FIFTH AVENUE GROWTH FUND AND BARON DISCOVERY FUND BY THE BOARD OF TRUSTEES (Unaudited)

The Board of Trustees (the “Board”) of Baron Investment Funds Trust (the “Trust”) met on May 7, 2018 to discuss the selection of BAMCO, Inc. (the “Adviser”) as the investment adviser and the approval of the investment advisory agreements for Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund and Baron Discovery Fund (each, a “Fund” and collectively, the “Funds”). The members of the Board who are not affiliated with the Trust (the “Independent Trustees”) met in a separate session to discuss and consider the renewal of the advisory agreements for the Funds. An independent consultant provided reports to the Board and attended the Board meeting. The Trustees received a substantial amount of information from the Adviser and from the independent consultant, and were advised by independent legal counsel. Based on its evaluation of this and other information, the Board, including a majority of the Independent Trustees, approved the continuation of the advisory agreements for the Funds for an additional one-year period.

In reaching its determination, the Board considered various factors that it deemed relevant, including the factors listed below.

1. NATURE, EXTENT AND QUALITY OF SERVICES

As part of their consideration of the nature, extent and quality of services provided by the Adviser, the Independent Trustees considered the information provided, including their experience and knowledge gained from their service as Trustees and their experience generally, including the following, which they had considered in past years and remained, in their thinking, material to their consideration:

•

Their confidence in the senior personnel, portfolio management, the financial condition of the Adviser and its affiliates and the Adviser’s available resources;

•

The nature, extent and quality of the services provided by the Adviser, including: intensive devotion to research, selection of broker/dealers for Fund portfolio transactions, relationships with and supervision of third party service providers, such as the Funds’ custodian and transfer agent, the quality of shareholder reports, the ability to monitor adherence to investment guidelines and restrictions, the legal, accounting and compliance services provided to the Funds and the support services provided to the Board;

•

The Adviser’s investment principles and processes and the historical performance of the Funds as compared to similar funds managed by other advisers and other funds managed by the Adviser over comparable periods;

•

The total expense ratio of the Funds and comparisons to similar funds managed by other advisers over comparable periods;

•

The costs of portfolio management, including the types of investments made for the Funds, the personnel and systems necessary for implementation of investment strategies, and the pre-tax profits realized by the Adviser and its affiliates from their relationship with the Funds; and

•

Additional services provided by the Adviser.

The Board was provided with information from the Adviser and the independent consultant regarding the fees charged by the Adviser as compared to the fees charged by comparable funds. This information compared various fees and expenses, as well as the total expense ratios, of the Funds against the fees, expenses and total expense ratios of other funds of similar size, character and investment strategies (“comparable funds”). The Board observed that, for the retail and institutional classes of most of the Funds, while the management fee was comparatively higher, the other expenses paid by the Funds generally were comparatively lower, when compared to respective peer groups. They concluded that the nature, extent and quality of the services the Adviser provides, including performance consistent with its investing principles, supported approval of the investment advisory agreement for each Fund.

2. INVESTMENT PERFORMANCE OF THE FUNDS AND THE ADVISER

As part of its consideration of the investment performance of the Funds and the Adviser, the Board took into account the analyses performed by and discussed with the independent consultant. The Board considered for each Fund, among other information, the independent consultant’s comparisons of the expense ratio and contractual advisory fee with those of the comparable funds selected by the independent consultant, as noted above. The Board also considered the independent consultant’s risk-adjusted performance comparisons with comparable funds. The Board also considered comparisons of each Fund’s annualized total return over one-, three-, five- and ten-year periods, where applicable, against the comparable funds and performance universe averages and relevant securities market indices. After considering all the information, the Board concluded that the Adviser continued to invest in accordance with its long-standing principles and that each Fund’s performance remained consistent with expectations for the Adviser’s investment style, in light of recent market conditions.

3. COSTS OF SERVICES PROVIDED AND PROFITS TO BE REALIZED BY THE ADVISER

The Board considered benefits that accrue to the Adviser and its affiliates from their relationship with the Funds. Representatives of the Adviser said the Board should consider the advisory fee in the context of other fees paid to the Adviser’s affiliates, such as the distribution fee paid to Baron Capital, Inc. and paid out pursuant to the 12b-1 plan.

The Board considered comparisons of the advisory fees charged and services provided by the Adviser and its investment adviser affiliate to sub-advised accounts and separately managed accounts. The Board considered that, while the advisory fees for the other clients are the same as, or lower than, the fees for the Funds, the Adviser or its affiliate performs significantly fewer services for those clients compared with those provided by the Adviser to the Funds. The Board also considered a profitability analysis prepared by the Adviser and discussed with the representatives of the Adviser that the Adviser has continued to invest in quality personnel, systems and facilities, and otherwise continued to invest in its business, even as profits had declined in recent years due to persistent outflows.

4. ECONOMIES OF SCALE AND BENEFITS TO INVESTORS

The Board considered the extent to which each Fund’s management fee reflected economies of scale for the benefit of Fund shareholders, appreciating that the economies of scale analysis is predicated on generally predictable increasing assets and noting the small size of certain Funds and the significant fluctuation in assets in recent


Baron Funds		September 30, 2018

years. The Board considered that small- and mid-cap investment strategies require more attention by the Adviser than a strategy that involves other types of investing, particularly as asset size increases. The Board considered that the Adviser was continuing to grow and upgrade its staff and invest in its business. The Board members reiterated their intention to continue to scrutinize the extent of economies of scale, asset growth and the Adviser’s plans to invest further to support the Funds. The Board concluded that approval of the management fee for each Fund was supportable in light of the services provided as discussed at the meeting.

After due consideration of the above-enumerated factors and other factors it deemed relevant, the Board, including a majority of the Independent Trustees, approved the continuance of each Fund’s investment advisory agreement.


September 30, 2018		Baron Funds

MANAGEMENT OF THE FUNDS (Unaudited)

Board of Trustees and Executive Officers.

Trustees of the Trust, together with information as to their positions with the Trust, principal occupations and other board memberships and affiliations for the past five years, are shown below. Each Trustee serves as Trustee of a Fund until its termination; until the Trustee’s retirement, resignation or death; or as otherwise specified in the Trust’s organizational documents. Unless otherwise noted, the address of each Executive Officer and Trustee is Baron investment Funds Trust, 767 Fifth Avenue, 49th Floor, New York, NY 10153. “Interested Trustees” are considered “interested persons” (as defined in the 1940 Act) of the Trust, and “Independent Trustees” are not considered “interested persons” of the Trust. Additional Information about the Trustees and Executive Officers of the Trust can be found in the Trust’s Statement of Additional Information (the “SAI”) which may be obtained without charge by writing or calling 1-800-99BARON. The SAI is also available on the Baron Funds^® website, www.BaronFunds.com.


Name, Address & Age	Position(s) Held With the Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Interested Trustees

Ronald Baron^(1),(2) 767 Fifth Avenue New York, NY 10153 Age: 75	Chief Executive Officer, Chief Investment Officer, Trustee and Portfolio Manager	31 years	Director, Chairman, CEO and CIO: the Firm* (1982-Present); Trustee: Baron Investment Funds Trust (1987-Present); Trustee: Baron Select Funds (2003-Present); Portfolio Manager: Baron USA Partners Fund, Ltd. (2003-Present).	17	None

Linda S. Martinson^(1),(2) 767 Fifth Avenue New York, NY 10153 Age: 63	Chairman, President, Chief Operating Officer and Trustee	31 years	Director: the Firm* (2003-Present); President: the Firm* (2007-Present); Chief Operating Officer: the Firm (2006-Present); Chairman (2010-Present), President (2007-Present), Trustee (1987-Present): Baron Investment Funds Trust; Chairman (2010-Present), President (2007-Present), Trustee (2003-Present): Baron Select Funds; Director: Baron USA Partners Fund, Ltd. (2006-Present).	17	None
Independent Trustees

Norman S. Edelcup^(3),(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 83	Trustee	31 years	Mayor (2003-2015): Sunny Isles Beach, Florida; Trustee: Baron Investment Funds Trust (1987-Present), Baron Select Funds (2003-Present).	17	Director : CompX International, Inc. (diversified manufacturer of engineered components) (2006-2016); Director: Valhi, Inc. (diversified company) (1975-2016).

Thomas J. Folliard^(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 53	Trustee	1 year	Non-Executive Chair of the Board: CarMax, Inc. (2016-Present); President and Chief Executive Officer: CarMax, Inc. (2006-2016); Trustee: Baron Investment Funds Trust (2017-Present), Baron Select Funds (2017-Present).	17	Director: PulteGroup, Inc. (2012-Present).

Harold W. Milner^(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 83	Trustee	31 years	Trustee: Baron Investment Funds Trust (1987-Present), Baron Select Funds (2003-Present).	17	None

Raymond Noveck^(3),(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 75	Lead Trustee	31 years	Private Investor (1999-Present); Trustee: Baron Investment Funds Trust (1987-Present), Baron Select Funds (2003-Present).	17	None

Anita Rosenberg^(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 54	Trustee	5 years	Advisory Board Member: Impala Capital Management, LLC (2014-Present); Advisory Board Member: ValueAct Capital, LLC (2014-Present); Trustee: Baron Investment Funds Trust, Baron Select Funds (2013-Present).	17	Director: Golub Capital BDC, Inc. (2011-Present).


Baron Funds		September 30, 2018

MANAGEMENT OF THE FUNDS (Unaudited) (Continued)


Name, Address & Age	Position(s) Held With the Funds	Term of Office and Length of Time Served	Principal Occupation(s) During the Past Five Years	Number of Portfolios in Fund Complex Overseen by Trustee	Other Directorships Held by Trustee
Independent Trustees (continued)

David A. Silverman, MD^(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 68	Trustee	31 years	Physician and Faculty: New York University School of Medicine (1976-Present); Trustee: Baron Investment Funds Trust (1987-Present), Baron Select Funds (2003-Present).	17	None

Alex Yemenidjian^(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 62	Trustee	12 years	Chairman and CEO: Tropicana Las Vegas (gaming) (2009-2015); Chairman and CEO: Armenco Holdings, LLC (investment company) (2005-Present); Managing Partner: Armenco Capital LLC (investment company) (2013-Present); Trustee: Baron Investment Funds Trust (2006-Present), Baron Select Funds (2006-Present).	17	Director: Guess?, Inc. (2005-Present); Director: Regal Entertainment Group (2005-Present).
Additional Officers of the Funds

Louis Beasley 767 Fifth Avenue New York, NY 10153 Age: 47	Vice President and Chief Compliance Officer	3 years	Chief Compliance Officer: Baron Capital Group, Inc., BAMCO, Inc., Baron Capital Management Inc., Baron Investment Funds Trust, Baron Select Funds, Baron USA Partners Fund, Ltd (9/2014-Present); Vice President: the Firm* (9/2014-Present); Principal and Director of Investment Management Compliance and Risk Management: Bessemer Trust (2006-9/2014).	N/A	N/A

Clifford Greenberg 767 Fifth Avenue New York, NY 10153 Age: 59	Senior Vice President	21 years	Director and Senior Vice President: the Firm*; Senior Vice President: Baron Investment Funds Trust, Baron Select Funds; Portfolio Manager: Baron Small Cap Fund.	N/A	N/A

Patrick M. Patalino 767 Fifth Avenue New York, NY 10153 Age: 50	Vice President, General Counsel and Secretary	10 years	Vice President, General Counsel and Secretary: the Firm*, Baron Investment Funds Trust, Baron Select Funds; General Counsel: Baron USA Partners Fund, Ltd.	N/A	N/A

Andrew Peck 767 Fifth Avenue New York, NY 10153 Age: 49	Senior Vice President	15 years	Senior Vice President: the Firm*, Baron Investment Funds Trust, Baron Select Funds; Portfolio Manager: Baron Asset Fund.	N/A	N/A

Susan Robbins 767 Fifth Avenue New York, NY 10153 Age: 64	Vice President	24 years	Director and Vice President: the Firm*; Vice President: Baron Investment Funds Trust, Baron Select Funds.	N/A	N/A

Peggy C. Wong 767 Fifth Avenue New York, NY 10153 Age: 57	Treasurer and Chief Financial Officer	31 years	Chief Financial Officer and Treasurer: the Firm*, Baron Investment Funds Trust, Baron Select Funds.	N/A	N/A

*	The “Firm” means BCG along with its subsidiaries BCI, Baron Capital Management, Inc. and BAMCO.

⁽¹⁾	Trustees deemed to be “Interested Trustees” by reason of their employment with the Adviser and BCI.

⁽²⁾	Members of the Executive Committee, which is empowered to exercise all of the powers, including the power to declare dividends, of the full Board when the full Board is not in session.

⁽³⁾	Members of the Audit Committee.

⁽⁴⁾	Members of the Nominating Committee.

⁽⁵⁾	Members of the Independent Committee.

Privacy Notice

The Funds collect nonpublic personal information about you from the following sources:

∎

Information we receive from you on applications or other forms;

∎

Information about your transactions with us, our Adviser or others; and

∎

Information we receive from third parties, such as credit reporting agencies.

“Nonpublic personal information” is private information about you that we obtain in connection with providing a financial product or service to you.

We may share your name and address with other Baron Funds and the Adviser and its affiliates for the purpose of sending you information about our products that we believe may be of interest to you and informing you of our upcoming Baron Investment Conference and for sending required information.

We do not disclose any nonpublic personal information about our customers to anyone, except as permitted or required by law. Examples of permitted disclosures under the law include sharing with companies that work for us to provide you services, such as the Transfer Agent or mailing house. All such companies that act on our behalf are contractually obligated to keep the information that we provide to them confidential and to use the information only to provide the services that we have asked them to perform for you and us.

We restrict access to nonpublic information about you to those employees who need to know that information to provide products or services to you. We maintain physical, electronic and procedural safeguards to guard your nonpublic personal information.

This privacy notice is also available at all times on the Baron Funds^® website, www.BaronFunds.com or by calling 1-800-99BARON.

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LOGO

767 Fifth Avenue, 49^th Fl.

New York, NY 10153

1.800.99.BARON

212-583-2000

www.BaronFunds.com

LOGO

SEPTEMBER 30

Item 2.

Code of Ethics.

The Registrant has adopted a Code of Ethics for Principal Executive and Senior Financial Officers (the “Code”). Upon request, the Registrant will provide a copy of the Code to any person without charge. To obtain a copy of the Code, please send your request to info@Baronfunds.com or call 1-800-99BARON (1-800-992-2766).

Item 3.

Audit Committee Financial Expert.

The Registrant’s Board of Trustees has determined that the Registrant has two audit committee financial experts serving on its Audit Committee, Norman S. Edelcup and Raymond Noveck. Both Mr. Edelcup and Mr. Noveck are “independent” for purposes of Item 3(a)(2) of Form N-CSR.

Item 4.

Principal Accountant Fees and Services.

The following table shows the fees paid to PricewaterhouseCoopers, LLP, the Registrant’s principal accounting firm during the fiscal years ended September 30, 2018 and September 30, 2017:

(a)	Audit Fees: for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements:


	2018		2017
Baron Investment Funds Trust	$	272,200	$	255,450

(b)	Audit-Related Fees: for assurance and related services that are reasonably related to the performance of the audit and are not included as Audit Fees:


	2018	2017
Baron Investment Funds Trust	$	$	0

(c)	Tax Fees: for professional services rendered for tax compliance, tax advice and tax planning:


	2018		2017
Baron Investment Funds Trust	$	110,350	$	106,070

The Tax Fees represent services provided in connection with the preparation of tax returns and year-end distribution review.

(d)	All Other Fees: for products and services provided by such accounting firm that are not included in (a), (b) or (c) above:


	2018	2017
Baron Investment Funds Trust	$	$	0

e) Audit Committee Pre-Approval Policies and Procedures: (i) Pursuant to paragraph (c)(7) of Rule 2-01 of Regulation S-X and to its charter, the Audit Committee shall pre-approve all audit and non-audit services provided by the independent auditors and in connection therewith to review and evaluate the qualifications, independence and performance of the Fund’s independent auditors; (ii) 100% of the services described in each of items 4(b) through 4(d) were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Not Applicable.

(g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and

any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for the last two fiscal years is as follows:


2018:	$	30,500
2017:	$	29,000

Item 5.

Audit Committee of Listed Registrants.

The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Norman S. Edelcup and Raymond Noveck.

Item 6.

Schedule of Investments.

Included herein under Item 1.

Item 7.

Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8.

Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.

Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10.

Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11.

Controls and Procedures.

(a) The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective 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 second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12.

Exhibits.

(a)(1) Not applicable.

(a) (2) Certification of each of the principal executive officers and principal financial officers of the Registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as a part of EX-99.CERT.

(b) Certification of each of the principal executive officers and principal financial officers of the Registrant as required by Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto as a part of EX-99.906CERT.

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: November 29, 2018

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

Date: November 29, 2018

By:		/s/ Peggy Wong
		Peggy Wong
		Treasurer and Chief Financial Officer

Date: November 29, 2018