UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number: 811-5032

BARON INVESTMENT FUNDS TRUST
(Exact name of registrant as specified in charter)

767 Fifth Avenue, 49th Floor, New York, NY 10153
(Address of Principal Executive Offices) (Zip Code)

Patrick M. Patalino, Esq.
c/o Baron Investment Funds Trust
767 Fifth Avenue, 49th Floor,
New York, NY 10153
(Name and Address of Agent for Service)

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

Date of fiscal year end: September 30
Date of reporting period: December 31, 2011

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

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

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

SEC 2455 (8-05)

Item 1. Schedule of Investments

Baron Asset Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Common Stocks (96.82%)
Consumer Discretionary (25.93%)
	Apparel, Accessories &
	Luxury Goods (4.15%)
325,000	Fossil, Inc.1	$	27,308,697	$	25,792,000
200,000	Michael Kors Holdings Ltd.1,2		4,029,827		5,450,000
450,000	Ralph Lauren Corp.		8,360,854		62,136,000
			39,699,378		93,378,000
	Auto Parts & Equipment (1.26%)
75,000	BorgWarner, Inc.1		4,227,642		4,780,500
800,000	Gentex Corp.		24,149,686		23,672,000
			28,377,328		28,452,500
	Automotive Retail (0.54%)
400,000	CarMax, Inc.1		4,552,845		12,192,000
	Broadcasting (2.35%)
1,100,000	Discovery Communications,
	Inc.,Cl A1		29,767,574		45,067,000
100,000	Liberty Media Corp., Cl A1
			7,834,173		7,805,000
			37,601,747		52,872,000
	Casinos & Gaming (2.33%)
475,000	Wynn Resorts Ltd.		1,577,883		52,482,750
	Education Services (1.79%)
1,050,000	DeVry, Inc.		3,287,292		40,383,000
	Hotels, Resorts & Cruise Lines (2.94%)
850,000	Choice Hotels International, Inc.		4,185,563		32,342,500
900,000	Hyatt Hotels Corp., Cl A1		25,974,110		33,876,000
			30,159,673		66,218,500
	Internet Retail (2.65%)
560,000	HomeAway, Inc.1		18,382,466		13,020,000
100,000	priceline.com, Inc.1		16,248,871		46,771,000
			34,631,337		59,791,000
	Leisure Facilities (2.86%)
1,523,150	Vail Resorts, Inc.		29,984,666		64,520,634
	Specialty Stores (5.06%)
850,000	Dick’s Sporting Goods, Inc.		23,324,713		31,348,000
875,000	Tiffany & Co.		27,677,226		57,977,500
350,000	Tractor Supply Co.		23,457,323		24,552,500
			74,459,262		113,878,000
Total Consumer Discretionary			284,331,411		584,168,384

Shares		Cost		Value
Common Stocks (continued)
Energy (9.81%)
	Oil & Gas Drilling (1.94%)
750,000	Helmerich & Payne, Inc.	$	23,128,329	$	43,770,000
	Oil & Gas Equipment &
	Services (3.48%)
220,000	CARBO Ceramics, Inc.		29,714,593		27,132,600
315,000	Core Laboratories N.V.2		21,719,124		35,894,250
200,000	Oil States International, Inc.1		13,476,078		15,274,000
			64,909,795		78,300,850
	Oil & Gas Exploration &
	Production (4.39%)
464,500	Concho Resources, Inc.1		21,502,934		43,546,875
375,000	SM Energy Co.		22,362,045		27,412,500
600,000	Whiting Petroleum Corp.1		20,570,319		28,014,000
			64,435,298		98,973,375
Total Energy			152,473,422		221,044,225
Financials (12.00%)
	Asset Management &
	Custody Banks (1.40%)
550,000	Eaton Vance Corp.		10,018,290		13,002,000
325,000	T. Rowe Price Group, Inc.		7,848,785		18,508,750
			17,867,075		31,510,750
	Investment Banking &
	Brokerage (2.33%)
4,650,000	The Charles Schwab Corp.		7,550,542		52,359,000
	Office REITs (1.84%)
112,000	Alexander’s, Inc.4		5,740,710		41,443,360
	Real Estate Services (1.01%)
1,500,000	CBRE Group, Inc.
	(formerly, CB Richard
	Ellis Group, Inc., Cl A)1		17,995,875		22,830,000
	Regional Banks (0.61%)
450,000	First Republic Bank1		11,878,902		13,774,500
	Reinsurance (3.06%)
1,850,000	Arch Capital Group Ltd.1,2		20,334,022		68,875,500
	Specialized Finance (1.75%)
1,200,000	MSCI, Inc., Cl A1		35,757,268		39,516,000
Total Financials			117,124,394		270,309,110

See Notes to Schedules of Investments.

Baron Asset Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2011 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Health Care (11.76%)
	Health Care Distributors (1.00%)
350,000	Henry Schein, Inc.1	$	9,382,832	$	22,550,500
	Health Care Equipment (5.21%)
1,075,000	IDEXX Laboratories, Inc.1		43,162,360		82,732,000
75,000	Intuitive Surgical, Inc.1		10,179,705		34,725,750
			53,342,065		117,457,750
	Health Care Technology (1.22%)
450,000	Cerner Corp.1		21,846,918		27,562,500
	Life Sciences Tools & Services (2.49%)
380,000	Mettler-Toledo International, Inc.1		27,886,467		56,129,800
	Pharmaceuticals (1.84%)
425,000	Perrigo Co.		33,814,414		41,352,500
Total Health Care			146,272,696		265,053,050
Industrials (18.17%)
	Air Freight & Logistics (4.13%)
950,000	C. H. Robinson Worldwide, Inc.		17,452,617		66,291,000
650,000	Expeditors International
	of Washington, Inc.		15,092,924		26,624,000
			32,545,541		92,915,000
	Diversified Support Services (0.98%)
1,000,000	Ritchie Bros. Auctioneers, Inc.2		23,870,329		22,080,000
	Electrical Components &
	Equipment (1.46%)
400,000	Polypore International, Inc.1		25,463,792		17,596,000
175,000	Roper Industries, Inc.		14,045,821		15,202,250
			39,509,613		32,798,250

Shares		Cost		Value
Common Stocks (continued)
Industrials (continued)
	Environmental & Facilities
	Services (1.78%)
515,000	Stericycle, Inc.1	$	14,698,417	$	40,128,800
	Human Resource &
	Employment Services (0.66%)
525,000	Robert Half International, Inc.		468,763		14,941,500
	Research & Consulting
	Services (4.96%)
1,600,000	Nielsen Holdings N.V.1,2		40,612,243		47,504,000
1,600,000	Verisk Analytics, Inc., Cl A1		42,492,692		64,208,000
			83,104,935		111,712,000
	Trading Companies &
	Distributors (4.20%)
500,000	Air Lease Corp.1		13,543,231		11,855,000
1,900,000	Fastenal Co.		35,676,521		82,859,000
			49,219,752		94,714,000
Total Industrials			243,417,350		409,289,550
Information Technology (14.73%)
	Application Software (5.03%)
800,000	ANSYS, Inc.1		26,291,690		45,824,000
775,000	FactSet Research Systems, Inc.		44,330,007		67,642,000
			70,621,697		113,466,000
	Electronic Equipment &
	Instruments (0.75%)
675,000	FLIR Systems, Inc.		14,833,316		16,922,250
	Internet Software & Services (0.70%)
250,000	LinkedIn Corp., Cl A1		16,334,647		15,752,500
	IT Consulting & Other
	Services (6.75%)
625,000	Equinix, Inc.1,4		50,330,272		63,375,000
2,550,000	Gartner, Inc.1		59,203,674		88,663,500
			109,533,946		152,038,500
	Systems Software (1.50%)
725,000	MICROS Systems, Inc.1		35,883,646		33,770,500
Total Information Technology			247,207,252		331,949,750

See Notes to Schedules of Investments.

Baron Asset Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2011 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Materials (1.56%)
	Industrial Gases (1.56%)
450,000	Airgas, Inc.	$	30,271,297	$	35,136,000
Telecommunication Services (2.86%)
	Wireless Telecommunication
	Services (2.86%)
1,500,000	SBA Communications Corp., Cl A1		48,885,000		64,440,000
TOTAL COMMON STOCKS			1,269,982,822		2,181,390,069
Private Equity Investments (1.14%)
Consumer Discretionary (0.23%)
	Hotels, Resorts & Cruise Lines (0.23%)
5,200,000	Kerzner International
	Holdings Ltd., Cl A1,2,3,4,6		52,000,000		5,200,000
Financials (0.91%)
	Asset Management &
	Custody Banks (0.91%)
7,056,223	Windy City Investments
	Holdings, L.L.C.1,3,4,6		34,581,905		20,533,608
TOTAL PRIVATE EQUITY INVESTMENTS			86,581,905		25,733,608
Principal Amount
Short Term Investments (2.77%)
$62,342,551	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/30/2011, 0.01% due 1/3/2012; Proceeds at maturity – $62,342,620; (Fully collateralized by U.S. Treasury Note, 2.75% due 2/15/2019; Market value – $65,460,200)5		62,342,551		62,342,551

		Cost		Value
TOTAL INVESTMENTS (100.73%)	$	1,418,907,278	$	2,269,466,228
LIABILITIES LESS CASH AND OTHER
ASSETS (-0.73%)				(16,448,153	)
NET ASSETS			$	2,253,018,075
RETAIL SHARES (Equivalent to $45.70 per share based on 42,629,495 shares outstanding)			$	1,948,301,483
INSTITUTIONAL SHARES (Equivalent to $46.06 per share based on 6,615,207 shares outstanding)			$	304,716,592

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At December 31, 2011, the market value of restricted and fair valued securities amounted to $25,733,608 or 1.14% of net assets. None of these securities are deemed liquid. See Note 5 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 3 regarding Fair Value Measurements.
6	Level 3 security. See Note 3 regarding Fair Value Measurements.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Common Stocks (98.93%)
Consumer Discretionary (23.08%)
	Apparel Retail (0.44%)
1,464,900	Cia. Hering SA (Brazil)2	$	21,638,953	$	25,492,912
	Apparel, Accessories & Luxury
	Goods (1.66%)
1,350,000	Under Armour, Inc., Cl A1		43,660,051		96,916,500
	Automotive Retail (0.25%)
750,000	Penske Automotive Group, Inc.		13,032,059		14,437,500
	Casinos & Gaming (1.84%)
242,179	Ameristar Casinos, Inc.		4,307,810		4,187,275
2,700,000	Penn National Gaming, Inc.1		75,975,994		102,789,000
			80,283,804		106,976,275
	Distributors (2.17%)
4,200,000	LKQ Corp.1		55,029,388		126,336,000
	Education Services (4.36%)
3,000,000	Anhanguera Educacional Participações
	SA (Brazil)2		39,070,322		32,328,106
3,625,000	DeVry, Inc.4		60,704,874		139,417,500
848,000	Strayer Education, Inc.4		69,759,903		82,417,120
			169,535,099		254,162,726
	Home Improvement Retail (0.24%)
800,000	Lumber Liquidators Holdings, Inc.1		19,781,375		14,128,000
	Hotels, Resorts & Cruise Lines (1.97%)
3,007,500	Choice Hotels International, Inc.4		74,341,448		114,435,375
	Internet Retail (0.65%)
930,000	Blue Nile, Inc.1,4		29,814,489		38,018,400
	Leisure Facilities (1.57%)
2,005,750	Vail Resorts, Inc.4		56,368,635		84,963,570
640,500	Whistler Blackcomb Holdings,
	Inc. (Canada)2		7,665,517		6,727,215
			64,034,152		91,690,785
	Publishing (2.13%)
2,083,210	Morningstar, Inc.		59,000,479		123,846,834
	Restaurants (2.63%)
730,000	Panera Bread Co., Cl A1		27,870,915		103,258,500

Shares		Cost		Value
Common Stocks (continued)
Consumer Discretionary (continued)
	Restaurants (continued)
800,000	Peet’s Coffee & Tea, Inc.1,4	$	18,562,773	$	50,144,000
			46,433,688		153,402,500
	Specialty Stores (3.17%)
5,000,000	Dick’s Sporting Goods, Inc.		86,074,246		184,400,000
Total Consumer Discretionary			762,659,231		1,344,243,807
Consumer Staples (4.08%)
	Food Distributors (0.82%)
1,200,000	United Natural Foods, Inc.1		48,128,790		48,012,000
	Household Products (1.22%)
1,550,000	Church & Dwight Co., Inc.		28,258,254		70,928,000
	Packaged Foods & Meats (2.04%)
3,700,000	Dole Food Co., Inc.1		45,209,106		32,005,000
1,325,000	TreeHouse Foods, Inc.1		52,766,413		86,628,500
			97,975,519		118,633,500
Total Consumer Staples			174,362,563		237,573,500
Energy (10.63%)
	Oil & Gas Drilling (0.92%)
925,000	Helmerich & Payne, Inc.		20,821,012		53,983,000
	Oil & Gas Equipment & Services (6.36%)
1,000,000	CARBO Ceramics, Inc.		72,295,029		123,330,000
1,388,272	Core Laboratories N.V.2		43,036,239		158,193,595
1,000,000	SEACOR Holdings, Inc.1		69,798,678		88,960,000
			185,129,946		370,483,595
	Oil & Gas Exploration &
	Production (2.62%)
300,000	Concho Resources, Inc.1		8,411,944		28,125,000
1,350,000	Denbury Resources, Inc.1		7,578,593		20,385,000
247,191	Oasis Petroleum, Inc.1		3,460,674		7,190,786
1,325,000	SM Energy Co.		46,140,940		96,857,500
			65,592,151		152,558,286
	Oil & Gas Storage &
	Transportation (0.73%)
1,044,432	Targa Resources Corp.		29,322,280		42,497,938
Total Energy			300,865,389		619,522,819

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Financials (12.13%)
	Asset Management & Custody
	Banks (1.73%)
1,100,000	Cohen & Steers, Inc.	$	23,940,844	$	31,790,000
1,450,000	Eaton Vance Corp.		25,648,439		34,278,000
1,199,681	Financial Engines, Inc.1		18,866,956		26,788,877
625,000	Manning & Napier, Inc.1		7,523,184		7,806,250
			75,979,423		100,663,127
	Consumer Finance (0.36%)
670,000	Green Dot Corp., Cl A1		29,366,190		20,917,400
	Diversified REIT’s (0.25%)
712,000	American Assets Trust, Inc.		14,309,605		14,603,120
	Investment Banking & Brokerage (0.24%)
1,000,000	Jefferies Group, Inc.		9,859,745		13,750,000
	Life & Health Insurance (0.92%)
2,300,000	Primerica, Inc.		50,679,918		53,452,000
	Office REITs (1.92%)
135,000	Alexander’s, Inc.5		28,435,048		49,954,050
3,400,000	Douglas Emmett, Inc.		47,518,561		62,016,000
			75,953,609		111,970,050
	Reinsurance (2.68%)
4,200,000	Arch Capital Group Ltd.1,2		41,487,457		156,366,000
	Residential REITs (0.45%)
625,000	American Campus Communities, Inc.		17,129,104		26,225,000
	Specialized Finance (2.35%)
4,160,000	MSCI, Inc., Cl A1		94,189,249		136,988,800
	Specialized REITs (1.23%)
775,000	Alexandria Real Estate Equities, Inc.5		29,669,521		53,451,750
750,000	LaSalle Hotel Properties		16,636,141		18,157,500
			46,305,662		71,609,250
Total Financials			455,259,962		706,544,747
Health Care (13.16%)
	Health Care Equipment (2.67%)
1,000,000	Edwards Lifesciences Corp.1		13,570,043		70,700,000
1,100,000	IDEXX Laboratories, Inc.1		36,739,717		84,656,000
			50,309,760		155,356,000

Shares		Cost		Value
Common Stocks (continued)
Health Care (continued)
	Health Care Facilities (1.60%)
4,474,900	Community Health Systems, Inc.1	$	89,697,944	$	78,087,005
775,000	VCA Antech, Inc.1		19,983,364		15,306,250
			109,681,308		93,393,255
	Health Care Services (0.38%)
300,000	Chemed Corp.		10,526,594		15,363,000
150,000	IPC The Hospitalist Co., Inc.1		3,121,417		6,858,000
			13,648,011		22,221,000
	Health Care Supplies (1.01%)
900,000	Gen-Probe, Inc.1,5		36,622,986		53,208,000
175,000	Neogen Corp.1		3,887,774		5,362,000
			40,510,760		58,570,000
	Health Care Technology (0.53%)
900,000	Allscripts Healthcare Solutions, Inc.1		15,083,448		17,046,000
277,085	Athenahealth, Inc.1		14,853,375		13,610,415
			29,936,823		30,656,415
	Life Sciences Tools & Services (3.50%)
975,000	Mettler-Toledo International, Inc.1		57,071,013		144,017,250
880,943	Techne Corp.		46,631,249		60,133,169
			103,702,262		204,150,419
	Managed Health Care (2.43%)
2,400,000	AMERIGROUP Corp.1,4		41,022,714		141,792,000
	Pharmaceuticals (1.04%)
2,582,389	CFR Pharmaceuticals SA 144A,
	ADR (Chile)1,2,6		59,436,184		60,686,142
Total Health Care			448,247,822		766,825,231
Industrials (14.73%)
	Construction & Engineering (1.06%)
3,000,000	AECOM Technology Corp.1		65,871,334		61,710,000
	Diversified Support Services (2.74%)
2,000,000	CoPart, Inc.1		49,463,498		95,780,000
2,875,000	Ritchie Bros. Auctioneers, Inc.2		66,115,306		63,480,000
			115,578,804		159,260,000

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Industrials (continued)
	Electrical Components &
	Equipment (1.57%)
3,268,578	Generac Holdings, Inc.1	$	43,594,408	$	91,618,241
	Environmental & Facilities
	Services (1.02%)
2,750,000	Tetra Tech, Inc.1		68,216,481		59,372,500
	Industrial Machinery (3.02%)
2,100,000	Colfax Corp.1		48,078,540		59,808,000
850,000	The Middleby Corp.1		74,456,719		79,934,000
400,000	Valmont Industries, Inc.		32,589,034		36,316,000
			155,124,293		176,058,000
	Railroads (2.08%)
2,000,000	Genesee & Wyoming, Inc., Cl A1		32,221,169		121,160,000
	Research & Consulting Services (2.00%)
999,653	CoStar Group, Inc.1		44,116,616		66,706,845
400,000	IHS, Inc., Cl A1		16,387,387		34,464,000
600,000	Mistras Group, Inc.1		7,563,468		15,294,000
			68,067,471		116,464,845
	Trading Companies & Distributors (0.85%)
620,903	Air Lease Corp.1		15,147,968		14,721,610
485,000	MSC Industrial Direct
	Co., Inc., Cl A		17,282,737		34,701,750
			32,430,705		49,423,360
	Trucking (0.39%)
475,000	Landstar System, Inc.		11,073,375		22,762,000
Total Industrials			592,178,040		857,828,946
Information Technology (17.07%)
	Application Software (8.76%)
1,929,709	Advent Software, Inc.1		39,982,550		47,007,711
2,250,000	ANSYS, Inc.1		54,764,730		128,880,000
1,000,000	Concur Technologies, Inc.1		22,319,863		50,790,000
1,625,000	FactSet Research Systems, Inc.		81,918,803		141,830,000
1,600,000	Pegasystems, Inc.		49,240,202		47,040,000
946,302	RealPage, Inc.1		24,359,122		23,913,052
2,768,756	SS&C Technologies, Inc.1		46,304,576		50,003,733
698,804	Synchronoss Technologies, Inc.1		21,565,282		21,110,869
			340,455,128		510,575,365

Shares		Cost		Value
Common Stocks (continued)
Information Technology (continued)
	Electronic Equipment &
	Instruments (0.42%)
600,000	FEI Company1	$	22,250,136	$	24,468,000
	Internet Software & Services (0.96%)
293,366	LivePerson, Inc.1		3,458,480		3,681,743
1,275,000	WebMD Health Corp., Cl A1		36,243,536		47,876,250
205,565	Zillow, Inc.1		4,933,529		4,621,101
			44,635,545		56,179,094
	IT Consulting & Other Services (5.19%)
2,623,823	Booz Allen Hamilton Holding Corp.1		44,015,663		45,260,947
900,000	Equinix, Inc.1,5		28,473,656		91,260,000
2,950,000	Gartner, Inc.1		47,976,938		102,571,500
1,525,000	MAXIMUS, Inc.		58,567,376		63,058,750
			179,033,633		302,151,197
	Semiconductor Equipment (0.39%)
450,288	Cymer, Inc.1		19,584,332		22,406,331
	Systems Software (1.35%)
4,418,000	TOTVS SA (Brazil)2		60,197,679		78,779,080
Total Information Technology			666,156,453		994,559,067
Materials (0.54%)
	Fertilizers & Agricultural
	Chemicals (0.54%)
706,599	Agrinos AS (Mexico)1,2		5,040,205		4,725,743
1,180,000	Intrepid Potash, Inc.1		36,863,310		26,703,400
Total Materials			41,903,515		31,429,143
Telecommunication Services (0.59%)
	Wireless Telecommunication Services (0.59%)
800,000	SBA Communications Corp., Cl A1		2,972,866		34,368,000
Utilities (2.92%)
	Electric Utilities (2.92%)
2,245,000	ITC Holdings Corp.		69,683,649		170,350,600
TOTAL COMMON STOCKS			3,514,289,490		5,763,245,860

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Private Equity Investments (0.25%)
Consumer Discretionary (0.13%)
	Hotels, Resorts & Cruise Lines (0.13%)
7,400,000	Kerzner International
	Holdings Ltd., Cl A1,2,3,5,7	$	74,000,000	$	7,400,000
Financials (0.12%)
	Asset Management & Custody Banks (0.12%)
2,375,173	Windy City Investments Holdings, L.L.C.1,3,5,7		8,630,998		6,911,755
TOTAL PRIVATE EQUITY INVESTMENTS			82,630,998		14,311,755
Preferred Stocks (0.37%)
Utilities (0.37%)
	Independent Power Producers & Energy Traders (0.37%)
4,811,674	Better Place, Inc., Series C1,3,5,7		21,845,000		21,845,000

Principal Amount		Cost		Value
Short Term Investments (0.73%)
$42,325,073	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/30/2011, 0.01% due 1/3/2012; Proceeds at maturity – $42,325,120; (Fully collateralized by U.S. Treasury Note, 2.75% due 2/15/2019; Market value – $44,443,100)6	$	42,325,073	$	42,325,073
TOTAL INVESTMENTS (100.28%)		$	3,661,090,561		5,841,727,688
LIABILITIES LESS CASH AND OTHER ASSETS (-0.28%)					(16,219,071	)
NET ASSETS				$	5,825,508,617
RETAIL SHARES (Equivalent to $51.01 per share based on 85,330,352 shares outstanding)				$	4,352,520,022
INSTITUTIONAL SHARES (Equivalent to $51.35 per share based on 28,682,644 shares outstanding)				$	1,472,988,595

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At December 31, 2011, the market value of restricted and fair valued securities amounted to $36,156,755 or 0.62% of net assets. None of these securities are deemed liquid. See Note 5 regarding Restricted Securities.
4	See Note 6 regarding “Affiliated” companies.
5	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.
6	Level 2 security. See Note 3 regarding Fair Value Measurements.
7	Level 3 security. See Note 3 regarding Fair Value Measurements.
ADR	American Depositary Receipt.
144A	Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to policies and procedures approved by the Board of Trustees, unless otherwise noted. At December 31, 2011, the market value of Rule 144A securities amounted to $60,686,142 or 1.04% of net assets.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Common Stocks (94.35%)
Consumer Discretionary (22.08%)
	Advertising (2.14%)
1,250,000	Arbitron, Inc.	$	47,248,927	$	43,012,500
2,900,000	National CineMedia, Inc.4		58,234,328		35,960,000
			105,483,255		78,972,500
	Apparel, Accessories & Luxury
	Goods (4.33%)
900,000	Fossil, Inc.1		24,044,725		71,424,000
3,900,000	Iconix Brand Group, Inc.1,4		62,609,371		63,531,000
2,000,000	Quiksilver, Inc.1		10,419,500		7,220,000
350,000	The Warnaco Group, Inc.1		18,767,763		17,514,000
			115,841,359		159,689,000
	Auto Parts & Equipment (0.81%)
1,000,000	Tenneco, Inc.1		40,417,524		29,780,000
	Broadcasting (2.64%)
1,250,000	Liberty Media Corp., Cl A1		18,535,651		97,562,500
	Casinos & Gaming (4.25%)
3,100,000	Penn National Gaming, Inc.1		81,039,972		118,017,000
350,000	Wynn Resorts Ltd.		3,263,528		38,671,500
			84,303,500		156,688,500
	Education Services (0.82%)
310,811	Strayer Education, Inc.		27,776,615		30,207,721
	Footwear (0.96%)
2,400,000	Crocs, Inc.1		43,917,396		35,448,000
	Home Improvement Retail (0.68%)
1,425,000	Lumber Liquidators Holdings, Inc.1,4		30,543,459		25,165,500
	Homefurnishing Retail (0.41%)
656,997	Mattress Firm Holding Corp.1		13,856,535		15,235,760
	Hotels, Resorts & Cruise Lines (0.95%)
3,060,000	Great Wolf Resorts, Inc.1,4		55,012,502		8,874,000
17,500,000	Mandarin Oriental Int’l. Ltd.   (Singapore)2,6		35,306,748		26,250,000
			90,319,250		35,124,000
	Internet Retail (0.55%)
250,000	Shutterfly, Inc.1		9,307,576		5,690,000
2,325,000	Vitacost.com, Inc.1,4		23,626,535		14,461,500
			32,934,111		20,151,500

Shares		Cost		Value
Common Stocks (continued)
Consumer Discretionary (continued)
	Movies & Entertainment (1.43%)
4,000,000	Function (x), Inc.3,5,7	$	10,000,000	$	9,960,000
1,500,000	The Madison Square Garden Co., Cl A1		38,878,075		42,960,000
			48,878,075		52,920,000
	Restaurants (2.11%)
1,750,000	Bravo Brio Restaurant Group,Inc.1,4		26,998,566		30,012,500
1,636,487	The Cheesecake Factory, Inc.1		39,033,959		48,030,894
			66,032,525		78,043,394
Total Consumer Discretionary			718,839,255		814,988,375
Consumer Staples (1.38%)
	Food Distributors (1.38%)
1,500,000	The Chefs’ Warehouse, Inc.1,4		23,473,704		26,790,000
600,000	United Natural Foods, Inc.1		22,478,087		24,006,000
Total Consumer Staples			45,951,791		50,796,000
Energy (8.38%)
	Oil & Gas Equipment &
	Services (4.49%)
600,000	C&J Energy Services, Inc.1		17,489,532		12,558,000
550,000	CARBO Ceramics, Inc.		39,573,203		67,831,500
600,000	Core Laboratories N.V.2		23,095,109		68,370,000
600,000	Superior Energy Services, Inc.1		16,159,821		17,064,000
			96,317,665		165,823,500
	Oil & Gas Exploration &
	Production (1.50%)
900,000	Georesources, Inc.1		15,304,693		26,379,000
1,000,000	Oasis Petroleum, Inc.1		14,212,944		29,090,000
			29,517,637		55,469,000
	Oil & Gas Storage & Transportation (2.39%)
260,000	Golar LNG Ltd.		8,067,189		11,557,000
1,500,000	Golar LNG Partners L.P.		36,895,962		45,975,000
750,000	Targa Resources Corp.		17,965,719		30,517,500
			62,928,870		88,049,500
Total Energy			188,764,172		309,342,000

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Financials (6.24%)
	Asset Management & Custody
	Banks (1.00%)
1,650,000	Financial Engines, Inc.1	$	25,939,078	$	36,844,500
	Consumer Finance (0.51%)
600,000	Green Dot Corp., Cl A1		29,736,370		18,732,000
	Office REITs (1.78%)
750,000	Corporate Office Properties Trust		25,642,499		15,945,000
750,000	SL Green Realty Corp.		17,178,705		49,980,000
			42,821,204		65,925,000
	Real Estate Services (0.62%)
1,500,000	CBRE Group, Inc. (formerly, CB
	Richard Ellis Group, Inc., Cl A)1		7,261,912		22,830,000
	Specialized Finance (1.00%)
1,126,513	MSCI, Inc., Cl A1		25,427,990		37,096,073
	Specialized REITs (1.33%)
2,000,000	Chesapeake Lodging Trust4		35,285,655		30,920,000
750,000	LaSalle Hotel Properties		16,301,829		18,157,500
			51,587,484		49,077,500
Total Financials			182,774,038		230,505,073
Health Care (10.84%)
	Health Care Equipment (4.52%)
700,000	IDEXX Laboratories, Inc.1		22,713,021		53,872,000
822,100	Insulet Corp.1		14,648,431		15,480,143
150,000	Intuitive Surgical, Inc.1		2,175,000		69,451,500
1,500,000	Masimo Corp.		33,862,646		28,027,500
			73,399,098		166,831,143
	Health Care Facilities (2.71%)
3,550,000	Brookdale Senior Living, Inc.1		68,396,819		61,734,500
1,750,000	Emeritus Corp.1		50,131,389		30,642,500
750,000	Vanguard Health Systems, Inc.1		13,438,440		7,665,000
			131,966,648		100,042,000
	Health Care Supplies (0.56%)
350,000	Gen-Probe, Inc.1,5		13,000,731		20,692,000
	Life Sciences Tools & Services (2.61%)
600,000	Covance, Inc.1		21,774,270		27,432,000
800,000	Luminex Corp.1		12,962,765		16,984,000
350,000	Mettler-Toledo International, Inc.1		20,860,001		51,698,500
			55,597,036		96,114,500

Shares		Cost		Value
Common Stocks (continued)
Health Care (continued)
	Pharmaceuticals (0.44%)
392,600	Questcor Pharmaceuticals, Inc.1	$	13,780,020	$	16,324,308
Total Health Care			287,743,533		400,003,951
Industrials (20.17%)
	Aerospace & Defense (4.00%)
2,500,000	The KEYW Holding Corp.1,4		28,648,105		18,500,000
1,350,000	TransDigm Group, Inc.1		35,096,585		129,168,000
			63,744,690		147,668,000
	Construction & Farm Machinery & Heavy Trucks (1.19%)
1,750,000	Accuride Corp.1		25,842,449		12,460,000
450,000	Wabtec Corp.		13,589,577		31,477,500
			39,432,026		43,937,500
	Diversified Support Services (1.05%)
1,750,000	Ritchie Bros. Auctioneers, Inc.2		32,711,666		38,640,000
	Electrical Components & Equipment (2.27%)
500,000	Acuity Brands, Inc.		25,910,503		26,500,000
1,300,000	Polypore International, Inc.1		49,649,875		57,187,000
			75,560,378		83,687,000
	Environmental & Facilities Services (4.73%)
1,338,798	Clean Harbors, Inc.1		34,734,077		85,321,597
299,900	Tetra Tech, Inc.1		7,182,972		6,474,841
2,500,000	Waste Connections, Inc.		44,418,371		82,850,000
			86,335,420		174,646,438
	Industrial Machinery (2.71%)
1,000,000	Graco, Inc.		23,209,297		40,890,000
750,000	Nordson Corp.		22,985,459		30,885,000
725,000	Tennant Co.		26,702,222		28,180,750
			72,896,978		99,955,750
	Railroads (1.48%)
900,000	Genesee & Wyoming, Inc., Cl A1		23,192,198		54,522,000

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Industrials (continued)
	Research & Consulting Services (1.55%)
525,000	Acacia Research Corp.1	$	17,788,752	$	19,167,750
1,500,000	Mistras Group, Inc.1,4		17,805,295		38,235,000
			35,594,047		57,402,750
	Trading Companies & Distributors (1.12%)
1,750,000	Air Lease Corp.1		42,316,017		41,492,500
	Trucking (0.07%)
200,000	Zipcar, Inc.1		4,598,921		2,684,000
Total Industrials			476,382,341		744,635,938
Information Technology (18.22%)
	Application Software (5.02%)
1,750,000	Advent Software, Inc.1		31,149,679		42,630,000
2,500,000	RealPage, Inc.1		51,500,744		63,175,000
1,000,000	Synchronoss Technologies, Inc.1		32,137,762		30,210,000
754,700	The Ultimate Software Group, Inc.1		20,596,031		49,146,064
			135,384,216		185,161,064
	Data Processing & Outsourced
	Services (1.54%)
1,000,000	FleetCor Technologies, Inc.1		25,103,188		29,870,000
500,000	Wright Express Corp.1		21,221,859		27,140,000
			46,325,047		57,010,000
	Electronic Components (1.00%)
1,000,000	Rogers Corp.1,4		43,765,303		36,860,000
	Electronic Equipment & Instruments (4.66%)
1,250,000	Cognex Corp.		41,565,529		44,737,500
350,000	Coherent, Inc.1		15,598,797		18,294,500
800,000	FEI Company1		31,208,275		32,624,000
1,500,000	FLIR Systems, Inc.		10,094,186		37,605,000
1,500,000	National Instruments Corp.		29,401,075		38,925,000
			127,867,862		172,186,000
	Electronic Manufacturing Services (0.63%)
1,750,000	Mercury Computer Systems, Inc.1,4		32,185,131		23,257,500
	Internet Software & Services (0.28%)
1,500,000	Velti plc1,2		23,472,366		10,200,000

Shares		Cost		Value
Common Stocks (continued)
Information Technology (continued)
	IT Consulting & Other Services (4.52%)
875,000	Equinix, Inc.1,5	$	55,025,037	$	88,725,000
2,250,000	Gartner, Inc.1		41,942,703		78,232,500
			96,967,740		166,957,500
	Technology Distributors (0.57%)
350,000	Anixter International, Inc.1		16,167,504		20,874,000
Total Information Technology			522,135,169		672,506,064
Materials (2.16%)
	Diversified Metals & Mining (1.45%)
4,000,000	Globe Specialty Metals, Inc.4		46,608,066		53,560,000
	Specialty Chemicals (0.71%)
1,182,900	Ecosynthetix, Inc. (Canada)1,2		11,155,714		5,805,644
1,000,000	Kraton Performance Polymers, Inc.1		26,911,977		20,300,000
			38,067,691		26,105,644
Total Materials			84,675,757		79,665,644
Telecommunication Services (4.42%)
	Wireless Telecommunication
	Services (4.42%)
750,000	American Tower Corp., Cl A		2,533,557		45,007,500
2,750,000	SBA Communications Corp., Cl A1		26,849,041		118,140,000
Total Telecommunication Services			29,382,598		163,147,500
Utilities (0.46%)
	Electric Utilities (0.46%)
225,000	ITC Holdings Corp.		9,427,959		17,073,000
TOTAL COMMON STOCKS			2,546,076,613		3,482,663,545
Private Equity Investments (0.10%)
Consumer Discretionary (0.10%)
	Hotels, Resorts & Cruise Lines (0.10%)
3,500,000	Kerzner International
	Holdings Ltd., Cl A1,2,3,5,7		35,000,000		3,500,000

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Warrants (0.00%)
Consumer Discretionary (0.00%)
	Movies & Entertainment (0.00%)
4,000,000	Function (x), Inc. Warrants,
	Exp 8/22/20141,3,5,7	$	0	$	40,000
Principal Amount
Short Term Investments (5.58%)
$206,089,353	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/30/2011, 0.01% due 1/3/2012; Proceeds at maturity – $206,089,582; (Fully collateralized by U.S. Treasury Note, 1.50% due 6/30/2016; Market value $650,000 and U.S. Treasury Note, 1.50% due 7/31/2016; Market value $77,906,250 and U.S. Treasury Note, 2.75% due 11/30/2016; Market value $32,775,000 and U.S. Treasury Note, 2.375% due 5/31/2018; Market value $49,277,500 and U.S. Treasury Note, 1.50% due 8/31/2018; Market value $50,937,500 and U.S. Treasury Note, 2.75% – due 2/15/2019; Market value $4,850,950)6		206,089,353		206,089,353
TOTAL INVESTMENTS (100.03%)		$	2,787,165,966		3,692,292,898
LIABILITIES LESS CASH AND OTHER ASSETS (-0.03%)					(1,068,044	)
NET ASSETS				$	3,691,224,854
RETAIL SHARES (Equivalent to $22.93 per share based on 133,736,969 shares outstanding)				$	3,065,959,853
INSTITUTIONAL SHARES (Equivalent to $23.08 per share based on 27,096,126 shares outstanding)				$	625,265,001

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At December 31, 2011, the market value of restricted and fair valued securities amounted to $13,500,000 or 0.37% of net assets. None of these securities are deemed liquid. See Note 5 regarding Restricted Securities.
4	See Note 6 regarding “Affiliated” companies.
5	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.
6	Level 2 security. See Note 3 regarding Fair Value Measurements.
7	Level 3 security. See Note 3 regarding Fair Value Measurements.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Opportunity Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Common Stocks (95.00%)
Consumer Discretionary (14.13%)
	Apparel, Accessories & Luxury
	Goods (0.71%)
46,000	lululemon athletica, Inc.1	$	2,027,029	$	2,146,360
	Auto Parts & Equipment (1.52%)
155,500	Gentex Corp.		4,427,406		4,601,245
	Automotive Retail (1.55%)
154,000	CarMax, Inc.1		4,045,117		4,693,920
	Broadcasting (4.87%)
210,000	Discovery Communications, Inc.,
	Series C1		7,786,047		7,917,000
87,500	Liberty Media Corp., Cl A1		5,202,107		6,829,375
			12,988,154		14,746,375
	Footwear (0.98%)
201,000	Crocs, Inc.1		4,663,235		2,968,770
	Internet Retail (4.50%)
21,200	Amazon.com, Inc.1		1,799,373		3,669,720
61,000	Blue Nile, Inc.1		2,167,463		2,493,680
100,000	Groupon, Inc.1		2,000,000		2,063,000
11,500	priceline.com, Inc.1		2,397,607		5,378,665
			8,364,443		13,605,065
Total Consumer Discretionary			36,515,384		42,761,735
Energy (10.06%)
	Oil & Gas Equipment &
	Services (6.22%)
72,000	CARBO Ceramics, Inc.		5,708,950		8,879,760
59,100	Oil States International, Inc.1		4,044,890		4,513,467
323,250	RigNet, Inc.1		4,028,963		5,411,205
			13,782,803		18,804,432
	Oil & Gas Exploration & Production (1.85%)
192,500	Oasis Petroleum, Inc.1		3,016,673		5,599,825
	Oil & Gas Storage & Transportation (1.99%)
135,500	Golar LNG Ltd.		4,793,541		6,022,975
Total Energy			21,593,017		30,427,232
Financials (5.92%)
	Asset Management & Custody Banks (0.96%)
130,000	Financial Engines, Inc.1		1,812,981		2,902,900

Shares		Cost		Value
Common Stocks (continued)
Financials (continued)
	Consumer Finance (1.16%)
112,500	Green Dot Corp., Cl A1	$	4,992,780	$	3,512,250
	Diversified Real Estate
	Activities (1.01%)
111,500	Brookfield Asset Management,
	Inc., Cl A2		3,164,682		3,064,020
	Specialized Finance (2.79%)
256,000	MSCI, Inc., Cl A1		7,152,843		8,430,080
Total Financials			17,123,286		17,909,250
Health Care (10.40%)
	Health Care Equipment (4.60%)
46,000	Edwards Lifesciences Corp.1		4,015,533		3,252,200
13,500	Intuitive Surgical, Inc.1		3,532,053		6,250,635
235,500	Masimo Corp.		6,173,492		4,400,318
			13,721,078		13,903,153
	Health Care Supplies (1.28%)
65,600	Gen-Probe, Inc.1,4		3,959,926		3,878,272
	Health Care Technology (1.98%)
317,000	Allscripts Healthcare
	Solutions, Inc.1		5,403,458		6,003,980
	Life Sciences Tools &
	Services (1.25%)
178,040	Luminex Corp.1		3,309,875		3,779,789
	Pharmaceuticals (1.29%)
94,000	Questcor Pharmaceuticals, Inc.1		3,355,954		3,908,520
Total Health Care			29,750,291		31,473,714
Industrials (7.15%)
	Electrical Components &
	Equipment (3.20%)
219,800	Polypore International, Inc.1		8,937,589		9,669,002
	Environmental & Facilities Services (1.39%)
195,000	Tetra Tech, Inc.1		4,439,925		4,210,050
	Research & Consulting Services (2.56%)
116,000	CoStar Group, Inc.1		4,702,117		7,740,680
Total Industrials			18,079,631		21,619,732

See Notes to Schedules of Investments.

Baron Opportunity Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Information Technology (39.70%)
	Application Software (10.83%)
131,010	ANSYS, Inc.1	$	4,189,227	$	7,504,253
31,000	FactSet Research Systems, Inc.		1,760,005		2,705,680
59,500	Informatica Corp.1		2,184,475		2,197,335
106,500	Pegasystems, Inc.		2,882,426		3,131,100
256,610	RealPage, Inc.1		5,326,650		6,484,534
36,500	salesforce.com, Inc.1		4,317,283		3,703,290
232,500	Synchronoss Technologies, Inc.1		6,903,715		7,023,825
			27,563,781		32,750,017
	Communications Equipment (3.38%)
83,500	QUALCOMM, Inc.		3,424,642		4,567,450
153,500	Riverbed Technology, Inc.1		3,864,240		3,607,250
112,000	Ubiquiti Networks, Inc.1		1,837,748		2,041,760
			9,126,630		10,216,460
	Computer Hardware (2.48%)
18,500	Apple, Inc.1		755,597		7,492,500
	Internet Software & Services (9.60%)
392,272	Bankrate, Inc.1		5,932,083		8,433,848
7,500	Google, Inc., Cl A1		4,462,236		4,844,250
32,000	LinkedIn Corp., Cl A1		2,053,755		2,016,320
355,000	LivePerson, Inc.1		3,881,182		4,455,250
88,000	Rackspace Hosting, Inc.1		3,425,119		3,784,880
540,400	Velti plc1,2		6,503,214		3,674,720
82,000	Zillow, Inc.1		1,640,000		1,843,360
			27,897,589		29,052,628
	IT Consulting & Other Services (9.35%)
185,197	Booz Allen Hamilton Holding Corp.1		2,925,846		3,194,648
116,000	Equinix, Inc.1,4		5,809,404		11,762,400
288,144	Gartner, Inc.1		5,808,336		10,018,767
211,500	ServiceSource International, Inc.1		2,786,787		3,318,435
			17,330,373		28,294,250
	Semiconductors (1.35%)
126,000	Mellanox Technologies Ltd.1,2		3,733,868		4,093,740
	Systems Software (2.71%)
129,000	MICROS Systems, Inc.1		6,280,319		6,008,820
53,000	Red Hat, Inc.1		2,125,199		2,188,370
			8,405,518		8,197,190
Total Information Technology			94,813,356		120,096,785

Shares		Cost		Value
Common Stocks (continued)
Materials (2.18%)
	Diversified Metals & Mining (1.03%)
130,149	Molycorp, Inc.1	$	5,799,873	$	3,120,973
	Fertilizers & Agricultural Chemicals (0.62%)
282,644	Agrinos AS (Mexico)1,2		2,016,113		1,890,327
	Specialty Chemicals (0.53%)
325,070	Ecosynthetix, Inc., (Canada)1,2		3,046,731		1,595,435
Total Materials			10,862,717		6,606,735
Telecommunication Services (5.46%)
	Wireless Telecommunication Services (5.46%)
252,500	NII Holdings, Inc.1		11,266,022		5,378,250
259,000	SBA Communications Corp., Cl A1		5,486,141		11,126,640
Total Telecommunication Services			16,752,163		16,504,890
TOTAL COMMON STOCKS			245,489,845		287,400,073	`
Preferred Stocks (0.83%)
Utilities (0.83%)
	Independent Power Producers
	& Energy Traders (0.83%)
550,661	Better Place, Inc., Series C1,3,4,6		2,500,001		2,500,001
Principal Amount
Short Term Investments (3.40%)
$10,286,676	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/30/2011, 0.01% due 1/3/2012; Proceeds at maturity – $10,286,687; (Fully collateralized by U.S. Treasury Note, 2.75% due 2/15/2019; Market value – $10,801,375)5		10,286,676		10,286,676

See Notes to Schedules of Investments.

Baron Opportunity Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2011 (UNAUDITED)

		Cost		Value
TOTAL INVESTMENTS (99.23%)	$	258,276,522	$	300,186,750
CASH AND OTHER ASSETS LESS LIABILITIES (0.77%)				2,322,218
NET ASSETS			$	302,508,968
RETAIL SHARES (Equivalent to $13.56 per share based on 19,307,160 shares outstanding)			$	261,825,095
INSTITUTIONAL SHARES (Equivalent to $13.65 per share based on 2,979,482 shares outstanding)			$	40,683,873

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At December 31, 2011, the market value of restricted and fair valued securities amounted to $2,500,001 or 0.83% of net assets. This security is not deemed liquid. See Note 5 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 3 regarding Fair Value Measurements.
6	Level 3 security. See Note 3 regarding Fair Value Measurements.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2011 (UNAUDITED)

Shares		Cost		Value
Common Stocks (96.84%)
Consumer Discretionary (21.93%)
	Advertising (1.85%)
14,994	Omnicom Group, Inc.	$	647,352	$	668,433
	Apparel, Accessories & Luxury Goods (0.49%)
6,530	Michael Kors Holdings Ltd.1,2		130,600		177,942
	Broadcasting (2.04%)
9,423	Liberty Media Corp., Cl A1		417,678		735,465
	Casinos & Gaming (1.59%)
5,174	Wynn Resorts Ltd.		622,843		571,675
	Education Services (2.45%)
36,795	New Oriental Education
	& Technology Group, ADR1,2		891,451		884,920
	Hotels, Resorts & Cruise Lines (3.41%)
18,100	Hyatt Hotels Corp., Cl A1		505,443		681,284
11,448	Starwood Hotels &
	Resorts Worldwide, Inc.		539,982		549,161
			1,045,425		1,230,445
	Internet Retail (7.23%)
9,915	Amazon.com, Inc.1		1,491,779		1,716,286
1,900	priceline.com, Inc.1		968,958		888,649
			2,460,737		2,604,935
	Restaurants (2.87%)
17,503	YUM! Brands, Inc.		875,066		1,032,852
Total Consumer Discretionary			7,091,152		7,906,667
Consumer Staples (5.75%)
	Hypermarkets & Super
	Centers (1.62%)
7,000	Costco Wholesale Corp.		361,906		583,240
	Packaged Foods &
	Meats (2.32%)
12,154	Mead Johnson Nutrition
	Co., Cl A		860,700		835,344
	Personal Products (1.81%)
5,821	The Estée Lauder
	Companies, Inc., Cl A		643,427		653,815
Total Consumer Staples			1,866,033		2,072,399

Shares		Cost		Value
Common Stocks (continued)
Energy (2.58%)
	Integrated Oil & Gas (2.58%)
9,922	Occidental Petroleum Corp.	$	796,892	$	929,692
Financials (9.42%)
	Asset Management & Custody
	Banks (2.13%)
53,082	Cetip SA Balcão
	Organizado de Ativos e
	Derivativos (Brazil)2		702,104		766,953
	Diversified Real Estate
	Activities (3.01%)
39,454	Brookfield Asset
	Management, Inc., Cl A2		1,118,099		1,084,196
	Specialized Finance (4.28%)
119,531	BM&FBOVESPA SA (Brazil)2		618,168		628,015
3,757	The CME Group, Inc.		908,620		915,468
			1,526,788		1,543,483
Total Financials			3,346,991		3,394,632
Health Care (4.10%)
	Health Care Equipment (2.70%)
2,098	Intuitive Surgical, Inc.1		544,222		971,395
	Life Sciences Tools & Services (1.40%)
16,605	Illumina, Inc.1		492,416		506,121
Total Health Care			1,036,638		1,477,516
Industrials (12.05%)
	Aerospace & Defense (1.55%)
3,385	Precision Castparts Corp.		532,088		557,814
	Air Freight & Logistics (2.06%)
18,088	Expeditors International
	of Washington, Inc.		765,835		740,885
	Marine (1.56%)
5,000	Kuehne & Nagel
	International AG (China)1,2		578,090		561,588
	Research & Consulting Services (3.86%)
6,061	IHS, Inc., Cl A1		529,587		522,216
21,688	Verisk Analytics, Inc., ClA1		793,220		870,339
			1,322,807		1,392,555

See Notes to Schedules of Investments.

Baron Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2011 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Industrials (continued)
	Trading Companies &
	Distributors (3.02%)
25,000	Fastenal Co.	$	461,814	$	1,090,250
Total Industrials			3,660,634		4,343,092
Information Technology (34.65%)
	Application Software (5.20%)
10,000	Citrix Systems, Inc.1		511,681		607,200
6,977	FactSet Research Systems, Inc.		638,549		608,953
6,500	salesforce.com, Inc.1		772,498		659,490
			1,922,728		1,875,643
	Communications Equipment (2.72%)
17,929	QUALCOMM, Inc.		1,024,671		980,716
	Computer Hardware (5.18%)
4,606	Apple, Inc.1		586,755		1,865,430
	Data Processing & Outsourced
	Services (6.46%)
2,875	MasterCard, Inc., Cl A		800,781		1,071,858
12,380	Visa, Inc., Cl A		1,006,949		1,256,941
			1,807,730		2,328,799
	Internet Software &
	Services (8.73%)
8,717	Baidu, Inc., ADR1,2		1,098,091		1,015,269
2,999	Google, Inc., Cl A1		1,163,033		1,937,054
3,100	LinkedIn Corp., Cl A1		177,188		195,331
			2,438,312		3,147,654
	IT Consulting & Other
	Services (4.65%)
11,514	Cognizant Technology
	Solutions Corp., Cl A1		763,694		740,465
9,234	Equinix, Inc.1,4		668,629		936,328
			1,432,323		1,676,793
	Systems Software (1.71%)
14,935	Red Hat, Inc.1		725,139		616,666
Total Information Technology			9,937,658		12,491,701
Materials (6.36%)
	Diversified Chemicals (1.84%)
9,500	BASF SE (Germany)2		634,348		662,598

Shares			Cost		Value
Common Stocks (continued)
Materials (continued)
	Diversified Metals & Mining (1.56%)
23,393	Molycorp, Inc.1	$	1,063,383	$	560,964
	Fertilizers & Agricultural
	Chemicals (2.96%)
15,259	Monsanto Co.		1,074,890		1,069,198
Total Materials			2,772,621		2,292,760
TOTAL COMMON STOCKS			30,508,619		34,908,459
Preferred Stocks (1.05%)
Utilities (1.05%)
	Independent Power Producers
	& Energy Traders (1.05%)
83,700	Better Place, Inc.,
	Series C1,3,4,6		379,998		379,998
Principal Amount
Short Term Investments (2.68%)
$966,020	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/30/2011, 0.01% due 1/3/2012; Proceeds at maturity – $966,021; (Fully collateralized by U.S. Treasury Note, 2.75% due 2/15/2019; Market value –  $1,016,600)5		966,020		966,020
TOTAL INVESTMENTS (100.57%)		$	31,854,637		36,254,477
LIABILITIES LESS CASH AND OTHER ASSETS (-0.57%)					(206,305)
NET ASSETS				$	36,048,172
RETAIL SHARES (Equivalent to $9.83 per share based on 2,505,888 shares outstanding)				$	24,632,986
INSTITUTIONAL SHARES (Equivalent to $9.86 per share based on 1,157,297 shares outstanding)				$	11,415,186
%  Represents percentage of net assets.
1  Non-income producing securities.
2  Foreign corporation.
3  At December 31, 2011, the market value of restricted and fair valued securities amounted to $379,998 or 1.05% of net assets. None of these securities are deemed liquid. See Note 5 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 3 regarding Fair Value Measurements.
6  Level 3 security. See Note 3 regarding Fair Value Measurements.
ADR  American Depositary Receipt.
All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Investment Funds Trust

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) December 31, 2011

1.	Organization
Baron Investment Funds Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company established as a Massachusetts business trust on February 19, 1987. The Trust currently offers five series (individually, a “Fund” and collectively, the “Funds”): Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund and Baron Fifth Avenue Growth Fund. Each Fund offers two classes of shares, Retail Shares and Institutional Shares, which differ only in their ongoing fees, expenses and eligibility requirements. Retail Shares are offered to all investors. Institutional Shares are for 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. 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 objectives 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 the 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 with market capitalization between $1 billion and $15 billion that benefit from technology advances. Baron Fifth Avenue Growth Fund seeks capital appreciation through investments primarily in securities of large-sized growth companies.
2.	Significant Accounting Policies
a)  Security Valuation. The Funds’ share prices or net asset values are calculated as of the close of the regular trading session (usually 4 p.m. E.T.) on the New York Stock Exchange (“NYSE”) on any day on which the NYSE is open. Portfolio securities traded on any national stock exchange are valued based on the last sale price. For securities traded on NASDAQ, the Funds use the NASDAQ Official Closing Price. Where market quotations are not readily available, or, if in 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 securities will be valued by the Adviser using policies and procedures approved by the Board of Trustees (the “Board”). The Adviser has a Fair Valuation Committee (the “Committee”) comprised of senior executives and the Committee reports to the Board every quarter. Factors the Committee considers when valuing a security include whether a current price is stale, there is recent news, the security is thinly traded, transactions are infrequent or quotations are genuine. There can be no guarantee, however, that a fair valuation used by the Funds on any given day will more accurately reflect the market value of an investment than the closing price of such investment in its market. Debt instruments having a remaining maturity greater than sixty days will be valued on the basis of prices obtained from a pricing service approved by the Board or at the mean of the bid and ask prices from the dealer maintaining an active market in that security. Money market instruments held by the Funds with a remaining maturity of sixty days or less are valued at amortized cost, which approximates fair value. Non-U.S. equity securities are valued on the basis of their most recent closing market prices and translated into U.S. dollars at 4 p.m. E.T., except under the circumstances described below. Most foreign markets close before 4 p.m. E.T. For securities primarily traded in the Far East, for example, the most recent closing prices may be as much as fifteen hours old at 4 p.m. E.T. If the Adviser determines that developments between the close of the foreign markets and 4 p.m. E.T. will, in its judgment, materially affect the value of some or all of the Funds’ securities, the Adviser will adjust the previous closing prices to reflect what it believes to be the fair value of the securities as of 4 p.m. E.T. In deciding whether to make these adjustments, the Adviser reviews a variety of factors, including developments in foreign markets, the performance of U.S. markets, and the performance of instruments trading in U.S. markets that represent non-U.S. securities and baskets of non-U.S. securities. The Adviser may also fair value securities in other situations, for example, when a particular foreign market is closed but the Funds are open. The Adviser uses outside pricing services to provide it with closing market prices and information used for adjusting those prices. The Adviser cannot predict how often it will use closing prices or how often it will adjust those prices. As a means of evaluating its fair value process, the Adviser routinely compares closing market prices, the next day’s opening prices in the same markets, and adjusted prices. Other mutual funds may adjust the prices of their securities by different amounts.

Baron Investment Funds Trust

b)  Foreign Currency Translations. Values of assets and liabilities denominated in foreign currencies are translated into U.S. dollars using the price of such currencies at the time the net asset value is determined. Purchases and sales of investments and dividend income are converted at the prevailing rate of exchange on the respective dates of such transactions. Net realized gain (loss) on foreign currency transactions include 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.
c)  Securities Lending. The Funds may lend securities to certain brokers. Upon such loans, the Funds receive collateral which is maintained by the custodian. The Funds earn interest on such collateral and earn income in the form of negotiated lenders’ fees. Securities loaned are required to be secured at all times by collateral equal to at least 102% of the market value of the securities loaned. Risks may arise upon entering into securities lending to the extent that the value of the collateral is less than the value of the securities loaned due to the changes in the value of collateral or the loaned securities. The Funds may receive collateral in the form of cash or other eligible securities, such as a letter of credit issued by a U.S. bank or securities issued or guaranteed by the U.S. government. Securities purchased with cash collateral are subject to the risks inherent in investing in these securities. At December 31, 2011, the Funds did not have any securities on loan.
d)  Repurchase Agreements. The Funds may invest in repurchase agreements, which are short-term investments whereby the Funds acquire ownership of a debt security and the seller agrees to repurchase the security at a future date at a specified price. When entering into repurchase agreements, it is the Funds’ policy that their custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, equals at least 105% of the principal amount of the repurchase transaction. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited.
3.	Fair Value Measurements
Fair value is defined by accounting principles generally accepted in the United States of America (“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 significant 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 significant 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, whose markets close hours before the Funds value their holdings, may require revised valuations due to significant movement in the U.S. markets. Since these values are not obtained from quoted prices in an active market such securities are reflected as Level 2.

The 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 which may use related or comparable assets or liabilities, recent transactions, market multiples, book values, and other relevant information for the investment to determine the fair value of the investment. 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 December 31, 2011 in valuing the Funds’ investments carried at fair value:

	Baron Asset Fund
			Other
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†	$	2,181,390,069	$	–	$	–	$	2,181,390,069
Private Equity Investments†		–		–		25,733,608		25,733,608
Short Term Investments		–		62,342,551		–		62,342,551
Total Investments	$	2,181,390,069	$	62,342,551	$	25,733,608	$	2,269,466,228

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on December 31, 2011. There have been no significant transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the period ended December 31, 2011 from the previous year end.

^† See Schedule of Investments for additional detailed categorizations.

Baron Investment Funds Trust

	Baron Growth Fund
			Other
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†	$	5,702,559,718	$	60,686,142	$	–	$	5,763,245,860
Private Equity Investments†		–		–		14,311,755		14,311,755
Preferred Stocks		–		–		21,845,000		21,845,000
Short Term Investments		–		42,325,073		–		42,325,073
Total Investments	$	5,702,559,718	$	103,011,215	$	36,156,755	$	5,841,727,688

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on December 31, 2011. There have been no significant transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the period ended December 31, 2011 from the previous year end.

	Baron Small Cap Fund
			Other
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†	$	3,472,703,545	$	–	$	9,960,000	$	3,482,663,545
Private Equity Investments		–		–		3,500,000		3,500,000
Warrants		–		–		40,000		40,000
Short Term Investments		–		206,089,353		–		206,089,353
Total Investments	$	3,472,703,545	$	206,089,353	$	13,500,000	$	3,692,292,898

The fair value of Level 2 investments at September 30, 2011 was $230,021,063. $26,250,000 was transferred out of Level 2 into Level 1 at December 31, 2011 as a result of no longer adjusting closing prices for certain securities (as described in Note 2a), due to significant market movements between the time at which the Fund valued its securities and the earlier closing of foreign markets. It is the Fund’s policy to recognize transfers in and transfers out at the fair value as of the end of the period.

	Baron Opportunity Fund
			Other
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†	$	287,400,073	$	–	$	–	$	287,400,073
Preferred Stocks		–		–		2,500,001		2,500,001
Short Term Investments		–		10,286,676		–		10,286,676
Total Investments	$	287,400,073	$	10,286,676	$	2,500,001	$	300,186,750

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on December 31, 2011. There have been no significant transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the period ended December 31, 2011 from the previous year end.

	Baron Fifth Avenue Growth Fund
			Other
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†	$	34,908,459	$	–	$	–	$	34,908,459
Preferred Stocks		–		–		379,998		379,998
Short Term Investments		–		966,020		–		966,020
Total Investments	$	34,908,459	$	966,020	$	379,998	$	36,254,477

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on December 31, 2011. There have been no significant transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the period ended December 31, 2011 from the previous year end.

^† See Schedule of Investments for additional detailed categorizations.

Baron Investment Funds Trust

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

	Baron Asset Fund
																				Change in Net
																				Unrealized
																				Appreciation
					Net		Net Change in													(Depreciation)
	Balance as of		Accrued		Realized		Unrealized							Transfers		Transfers		Balance as of		from Investments
	September 30,		Premiums/		Gain		Appreciation							Into		Out of		December		still held at
Investments in Securities	2011		Discounts		(Loss)		(Depreciation)			Purchases		Sales		Level 3		Level 3		31, 2011		December 31, 2011
Private Equity Investments
Consumer Discretionary	$	2,964,000	$	–	$	–	$	2,236,000		$	–	$	–	$	–	$	–	$	5,200,000	$	2,236,000
Financials		21,090,138		–		–		(556,530	)		–		–		–		–		20,533,608		(556,530	)
Total	$	24,054,138	$	–	$	–	$	1,679,470		$	–	$	–	$	–	$	–	$	25,733,608	$	1,679,470

Baron Growth Fund

Change in Net

Unrealized

Appreciation

Net

Net Change in

(Depreciation)

Balance as of

Accrued

Realized

Unrealized

Transfers

Transfers

Balance as of

from Investments

September 30,

Premiums/

Gain

Appreciation

Into

Out of

December

still held at

Investments in Securities

2011

Discounts

(Loss)

(Depreciation)

Purchases

Sales

Level 3

Level 3

31, 2011

December 31, 2011

Private Equity Investments

Consumer Discretionary

$

4,218,000

$

–

$

–

$

3,182,000

$

–

$

–

$

–

$

–

$

7,400,000

$

3,182,000

Financials

7,099,087

–

–

(187,332

)

–

–

–

–

6,911,755

(187,332

)

Preferred Stocks

Utilities

–

–

–

–

21,845,000

–

–

–

21,845,000

–

Total

$

11,317,087

$

–

$

–

$

2,994,668

$

21,845,000

$

–

$

–

$

–

$

36,156,755

$

2,994,668

Baron Small Cap Fund

Change in Net

Unrealized

Appreciation

Net

Net Change in

(Depreciation)

Balance as of

Accrued

Realized

Unrealized

Transfers

Transfers

Balance as of

from Investments

September 30,

Premiums/

Gain

Appreciation

Into

Out of

December

still held at

Investments in Securities

2011

Discounts

(Loss)

(Depreciation)

Purchases

Sales

Level 3

Level 3

31, 2011

December 31, 2011

Common Stocks

Consumer Discretionary

$

9,960,000

$

–

$

–

$

–

$

–

$

–

$

–

$

–

$

9,960,000

$

–

Private Equity Investments

Consumer Discretionary

1,995,000

–

–

1,505,000

–

–

–

–

3,500,000

1,505,000

Warrants

Consumer Discretionary

40,000

–

–

–

–

–

–

–

40,000

–

Total

$

11,995,000

$

–

$

–

$

1,505,000

$

–

$

–

$

–

$

–

$

13,500,000

$

1,505,000

Baron Opportunity Fund

Change in Net

Unrealized

Appreciation

Net

Net Change in

(Depreciation)

Balance as of

Accrued

Realized

Unrealized

Transfers

Transfers

Balance as of

from Investments

September 30,

Premiums/

Gain

Appreciation

Into

Out of

December

still held at

Investments in Securities

2011

Discounts

(Loss)

(Depreciation)

Purchases

Sales

Level 3

Level 3

31, 2011

December 31, 2011

Preferred Stocks

Utilities

$

–

$

–

$

–

$

–

$

2,500,001

$

–

$

–

$

–

$

2,500,001

$

–

Baron Fifth Avenue Growth Fund

Change in Net

Unrealized

Appreciation

Net

Net Change in

(Depreciation)

Balance as of

Accrued

Realized

Unrealized

Transfers

Transfers

Balance as of

from Investments

September 30,

Premiums/

Gain

Appreciation

Into

Out of

December

still held at

Investments in Securities

2011

Discounts

(Loss)

(Depreciation)

Purchases

Sales

Level 3

Level 3

31, 2011

December 31, 2011

Preferred Stocks

Utilities

$

–

$

–

$

–

$

–

$

379,998

$

–

$

–

$

–

$

379,998

$

–

Baron Investment Funds Trust

4. Cost of Investments for Income Tax Purposes

As of December 31, 2011, the components of net assets on a tax basis were substantially as follows:

													Baron Fifth
							Baron			Baron			Avenue
	Baron Asset			Baron Growth			Small Cap			Opportunity			Growth
	Fund			Fund			Fund			Fund			Fund
Cost of investments	$	1,418,907,278		$	3,661,090,561		$	2,787,165,966		$	258,276,522		$	31,854,637
Unrealized appreciation		935,998,026			2,331,861,570			1,197,824,772			62,186,087			5,555,123
Unrealized depreciation		(85,439,076	)		(151,224,443	)		(292,697,840	)		(20,275,859	)		(1,155,283	)
Net unrealized appreciation	$	850,558,950		$	2,180,637,127		$	905,126,932		$	41,910,228		$	4,399,840

5. Restricted Securities

At December 31, 2011, 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 December 31, 2011, the Funds held investments in restricted and/or illiquid securities that were valued pursuant to policies and procedures for fair value pricing as follows:

Baron Asset Fund
Name of Issuer	Acquisition Date(s)		Value
Private Equity Investments
Kerzner International Holdings Ltd., Cl A		9/27/2006	$	5,200,000
Windy City Investments Holdings, L.L.C.		11/13/2007, 1/27/2011		20,533,608
Total Restricted Securities:			$	25,733,608
(Cost $86,581,905)† (1.14% of Net Assets)
Baron Growth Fund
Name of Issuer	Acquisition Date(s)		Value
Private Equity Investments
Kerzner International Holdings Ltd., Cl A		9/27/2006	$	7,400,000
Windy City Investments Holdings, L.L.C.		11/13/2007, 1/27/2011		6,911,755
Preferred Stocks
Better Place, Inc., Series C		12/1/2011		21,845,000
Total Restricted Securities:			$	36,156,755
(Cost $104,475,998)† (0.62% of Net Assets)
Baron Small Cap Fund
Name of Issuer	Acquisition Date		Value
Common Stock
Function (x), Inc.		8/25/2011	$	9,960,000
Private Equity Investments
Kerzner International Holdings Ltd., Cl A		9/27/2006		3,500,000
Warrants
Function (x), Inc. Warrants, Exp 8/22/2014		8/25/2011		40,000
Total Restricted Securities:			$	13,500,000
(Cost $45,000,000)† (0.37% of Net Assets)

^† See Schedule of Investments for cost of individual securities.

Baron Investment Funds Trust

Baron Opportunity Fund
Name of Issuer	Acquisition Date		Value
Preferred Stocks
Better Place, Inc., Series C		12/1/2011	$	2,500,001
(Cost $2,500,001) (0.83% of Net Assets)
Baron Fifth Avenue Growth Fund
Name of Issuer	Acquisition Date		Value
Preferred Stocks
Better Place, Inc., Series C		12/1/2011	$	379,998
(Cost $379,998) (1.05% of Net Assets)

6. Transactions in "Affiliated" Companies¹

Baron Growth Fund
	Value at									Shares Held at		Value at
	September 30,		Purchase		Sales		Realized			December 31,		December 31,
Name of Issuer	2011		Cost		Proceeds		Gains/(Losses)			2011		2011
“Affiliated” Company as of December 31, 2011:
AMERIGROUP Corp.	$	91,673,500	$	1,998,735	$	–	$	–			2,400,000	$	141,792,000
Blue Nile, Inc.		35,280,000		–		2,347,664		(723,936	)		930,000		38,018,400
Choice Hotels International, Inc.		89,382,900		–		–		–			3,007,500		114,435,375
DeVry, Inc.		133,980,000		–		–		–			3,625,000		139,417,500
Peet’s Coffee & Tea, Inc.		44,512,000		–		–		–			800,000		50,144,000
Strayer Education, Inc.		51,752,250		14,656,080		–		–			848,000		82,417,120
Vail Resorts, Inc.		72,018,292		4,459,000		–		–			2,005,750		84,963,570
	$	518,598,942	$	21,113,815	$	2,347,664	$	(723,936	)			$	651,187,965
Baron Small Cap Fund
	Value at									Shares Held at		Value at
	September 30,		Purchase		Sales		Realized			December 31,		December 31,
Name of Issuer	2011		Cost		Proceeds		Gains/(Losses)			2011		2011
“Affiliated” Company as of December 31, 2011:
Bravo Brio Restaurant Group, Inc.	$	27,101,585	$	1,961,155	$	–	$	–			1,750,000	$	30,012,500
The Chefs’ Warehouse, Inc.		14,700,000		3,420,356		–		–			1,500,000		26,790,000
Chesapeake Lodging Trust		24,140,000		–		–		–			2,000,000		30,920,000
Globe Specialty Metals, Inc.		58,080,000		–		–		–			4,000,000		53,560,000
Great Wolf Resorts, Inc.		7,833,600		–		–		–			3,060,000		8,874,000
Iconix Brand Group, Inc.		61,620,000		–		–		–			3,900,000		63,531,000
The KEYW Holding Corp.		16,957,350		902,341		–		–			2,500,000		18,500,000
Lumber Liquidators Holdings, Inc.		21,517,500		–		–		–			1,425,000		25,165,500
Mercury Computer Systems, Inc.		20,125,000		–		–		–			1,750,000		23,257,500
Mistras Group, Inc.		28,974,000		–		3,407,568		1,517,253			1,500,000		38,235,000
National CineMedia, Inc.		38,814,250		2,795,480		–		–			2,900,000		35,960,000
Rogers Corp.		39,130,000		–		–		–			1,000,000		36,860,000
Vitacost.com, Inc.		11,067,000		–		–		–			2,325,000		14,461,500
	$	370,060,285	$	9,079,332	$	3,407,568	$	1,517,253				$	406,127,000

¹ An “Affiliated” Company, as defined in the 1940 Act, is a company in which a Fund held 5% or more of the company’s outstanding voting securities at any time during the three month period ended December 31, 2011.

7. New Accounting Pronouncement

In May 2011, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) No. 2011-04, Fair Value Measurement (Topic 820) – Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards. Specifically, the ASU requires reporting entities to disclose i) the amounts of any transfers between Level 1 and Level 2, and the reasons for the transfers; ii) for Level 3 fair value measurements, a) quantitative information about significant unobservable inputs used, b) a description of the valuation processes used by the reporting entity, and c) a narrative description of the sensitivity of the fair value measurement to changes in unobservable inputs if a change in those inputs might result in a significantly higher or lower fair value measurement. The effective date of the ASU is for interim and annual periods beginning after December 15, 2011. The Adviser is currently evaluating the impact this disclosure may have on the Funds’ financial statements.

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

Item 2.	Controls and Procedures.
(a)	The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.
(b)	There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a- 3(d) under the 1940 Act) that occurred during the Registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Item 3.	Exhibits
1.	The certifications of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)), are exhibits to this report.

SIGNATURES

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

Baron Investment Funds Trust

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

Date: February 23, 2012

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

By:	/s/ RONALD BARON
	Ronald Baron
	Chief Executive Officer
By:	/s/ PEGGY WONG
	Peggy Wong
	Treasurer and Chief Financial Officer

Date: February 23, 2012