-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, O1j6sqtIsW5OD7PDzutF6xeZPV1ZbyV6eP7p4er9/pchNOFBwmNecG/JcFrd/z5A 5NUGz1WDYWA1KugXavIp4g== 0001217673-08-000007.txt : 20081126 0001217673-08-000007.hdr.sgml : 20081126 20081126153123 ACCESSION NUMBER: 0001217673-08-000007 CONFORMED SUBMISSION TYPE: NSAR-B PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20080930 FILED AS OF DATE: 20081126 DATE AS OF CHANGE: 20081126 EFFECTIVENESS DATE: 20081126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARON INVESTMENT FUNDS TRUST (f/k/a BARON ASSET FUND) CENTRAL INDEX KEY: 0000810902 IRS NUMBER: 136891420 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: NSAR-B SEC ACT: 1940 Act SEC FILE NUMBER: 811-05032 FILM NUMBER: 081217771 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: 49TH FL CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2125832000 MAIL ADDRESS: STREET 1: 767 FIFTH AVE STREET 2: 49TH FL CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: BARON ASSET FUND DATE OF NAME CHANGE: 19920703 0000810902 S000000582 BARON ASSET FUND C000001635 BARON ASSET FUND BARAX 0000810902 S000000583 BARON GROWTH FUND C000001636 BARON GROWTH FUND BGRFX 0000810902 S000000584 BARON SMALL CAP FUND C000001637 BARON SMALL CAP FUND BSCFX 0000810902 S000000585 BARON iOPPORTUNITY FUND C000001638 BARON iOPPORTUNITY FUND BIOPX 0000810902 S000000586 BARON FIFTH AVENUE GROWTH FUND C000001639 BARON FIFTH AVENUE GROWTH FUND BFTHX NSAR-B 1 answer.fil PAGE 1 000 B000000 09/30/2008 000 C000000 810902 000 D000000 N 000 E000000 NF 000 F000000 Y 000 G000000 N 000 H000000 N 000 I000000 6.1 000 J000000 A 001 A000000 BARON INVESTMENT FUNDS TRUST 001 B000000 811-05032 001 C000000 2125832000 002 A000000 767 FIFTH AVENUE, 49TH FLOOR 002 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A000010 WILLIAM BLAIR & COMPANY 022 B000010 36-2214610 022 C000010 9100 022 D000010 0 023 C000000 204614330 023 D000000 13541 024 000100 Y 024 000200 Y 024 000300 N 024 000400 N 024 000500 Y 025 A000101 JEFFERIES COMPANY, INC. 025 B000101 95-2622900 025 C000101 E 025 D000101 16800 025 A000201 JEFFERIES COMPANY, INC. 025 B000201 95-2622900 025 C000201 E 025 D000201 81894 025 D000401 0 025 A000501 GOLDMAN, SACHS & CO. 025 B000501 13-5108880 025 C000501 E 025 D000501 896 025 A000502 JP MORGAN CHASE & CO. 025 B000502 13-3224016 025 C000502 E 025 D000502 1354 026 A000000 N PAGE 6 026 B000000 Y 026 C000000 N 026 D000000 Y 026 E000000 N 026 F000000 N 026 G010000 N 026 G020000 N 026 H000000 N 027 000000 Y 028 A010100 38915 028 A020100 1 028 A030100 0 028 A040100 71879 028 B010100 39966 028 B020100 0 028 B030100 0 028 B040100 54358 028 C010100 56931 028 C020100 0 028 C030100 0 028 C040100 58381 028 D010100 29255 028 D020100 0 028 D030100 0 028 D040100 100950 028 E010100 27503 028 E020100 0 028 E030100 0 028 E040100 54677 028 F010100 30693 028 F020100 0 028 F030100 0 028 F040100 85294 028 G010100 223263 028 G020100 1 028 G030100 0 028 G040100 425539 028 H000100 0 028 A010200 140916 028 A020200 0 028 A030200 0 028 A040200 85586 028 B010200 102130 028 B020200 0 028 B030200 0 028 B040200 75017 028 C010200 100369 028 C020200 0 028 C030200 0 028 C040200 79458 028 D010200 70774 PAGE 7 028 D020200 1566 028 D030200 0 028 D040200 87222 028 E010200 77177 028 E020200 0 028 E030200 0 028 E040200 57948 028 F010200 114232 028 F020200 0 028 F030200 0 028 F040200 121643 028 G010200 605598 028 G020200 1566 028 G030200 0 028 G040200 506874 028 H000200 0 028 A010300 97169 028 A020300 1 028 A030300 0 028 A040300 50473 028 B010300 62671 028 B020300 0 028 B030300 0 028 B040300 47232 028 C010300 70139 028 C020300 0 028 C030300 0 028 C040300 60040 028 D010300 42965 028 D020300 0 028 D030300 0 028 D040300 59907 028 E010300 37133 028 E020300 0 028 E030300 0 028 E040300 42915 028 F010300 53547 028 F020300 0 028 F030300 0 028 F040300 75069 028 G010300 363624 028 G020300 1 028 G030300 0 028 G040300 335636 028 H000300 0 028 A010400 2197 028 A020400 0 028 A030400 0 028 A040400 1696 028 B010400 5434 028 B020400 0 PAGE 8 028 B030400 0 028 B040400 2026 028 C010400 2661 028 C020400 0 028 C030400 0 028 C040400 2771 028 D010400 1582 028 D020400 0 028 D030400 0 028 D040400 3541 028 E010400 1695 028 E020400 0 028 E030400 0 028 E040400 3391 028 F010400 1225 028 F020400 0 028 F030400 0 028 F040400 3375 028 G010400 14794 028 G020400 0 028 G030400 0 028 G040400 16800 028 H000400 0 028 A010500 700 028 A020500 1 028 A030500 0 028 A040500 2128 028 B010500 254 028 B020500 0 028 B030500 0 028 B040500 1049 028 C010500 186 028 C020500 0 028 C030500 0 028 C040500 2055 028 D010500 124 028 D020500 0 028 D030500 0 028 D040500 1887 028 E010500 111 028 E020500 0 028 E030500 0 028 E040500 3828 028 F010500 155 028 F020500 0 028 F030500 0 028 F040500 1713 028 G010500 1530 028 G020500 1 028 G030500 0 028 G040500 12660 PAGE 9 028 H000500 0 029 00AA00 N 030 A00AA00 0 030 B00AA00 0.00 030 C00AA00 0.00 031 A000100 0 031 B000100 0 031 A000200 0 031 B000200 0 031 A000300 0 031 B000300 0 031 A000400 0 031 B000400 0 031 A000500 0 031 B000500 0 032 000100 0 032 000200 0 032 000300 0 032 000400 0 032 000500 0 033 000100 0 033 000200 0 033 000300 0 033 000400 0 033 000500 0 034 00AA00 N 035 00AA00 0 036 B00AA00 0 037 000100 N 037 000200 N 037 000300 N 037 000400 Y 037 000500 N 038 000100 0 038 000200 0 038 000300 0 038 000400 70 038 000500 0 039 000100 N 039 000200 N 039 000300 N 039 000400 N 039 000500 N 040 000100 Y 040 000200 Y 040 000300 Y 040 000400 Y 040 000500 Y 041 000100 Y 041 000200 Y 041 000300 Y PAGE 10 041 000400 Y 041 000500 Y 042 A000100 0 042 B000100 0 042 C000100 0 042 D000100 0 042 E000100 0 042 F000100 0 042 G000100 0 042 H000100 0 042 A000200 0 042 B000200 0 042 C000200 0 042 D000200 0 042 E000200 0 042 F000200 0 042 G000200 0 042 H000200 0 042 A000300 0 042 B000300 0 042 C000300 0 042 D000300 0 042 E000300 0 042 F000300 0 042 G000300 0 042 H000300 0 042 A000400 0 042 B000400 0 042 C000400 0 042 D000400 0 042 E000400 0 042 F000400 0 042 G000400 0 042 H000400 0 042 A000500 0 042 B000500 0 042 C000500 0 042 D000500 0 042 E000500 0 042 F000500 0 042 G000500 0 042 H000500 0 043 000100 9942 043 000200 16107 043 000300 8286 043 000400 475 043 000500 206 044 000100 3623 044 000200 8225 044 000300 3488 044 000400 95 PAGE 11 044 000500 64 045 000100 Y 045 000200 Y 045 000300 Y 045 000400 Y 045 000500 Y 046 000100 N 046 000200 N 046 000300 N 046 000400 N 046 000500 N 047 000100 Y 047 000200 Y 047 000300 Y 047 000400 Y 047 000500 Y 048 000100 1.000 048 A010100 0 048 A020100 0.000 048 B010100 0 048 B020100 0.000 048 C010100 0 048 C020100 0.000 048 D010100 0 048 D020100 0.000 048 E010100 0 048 E020100 0.000 048 F010100 0 048 F020100 0.000 048 G010100 0 048 G020100 0.000 048 H010100 0 048 H020100 0.000 048 I010100 0 048 I020100 0.000 048 J010100 0 048 J020100 0.000 048 K010100 0 048 K020100 0.000 048 000200 1.000 048 A010200 0 048 A020200 0.000 048 B010200 0 048 B020200 0.000 048 C010200 0 048 C020200 0.000 048 D010200 0 048 D020200 0.000 048 E010200 0 048 E020200 0.000 048 F010200 0 PAGE 12 048 F020200 0.000 048 G010200 0 048 G020200 0.000 048 H010200 0 048 H020200 0.000 048 I010200 0 048 I020200 0.000 048 J010200 0 048 J020200 0.000 048 K010200 0 048 K020200 0.000 048 000300 1.000 048 A010300 0 048 A020300 0.000 048 B010300 0 048 B020300 0.000 048 C010300 0 048 C020300 0.000 048 D010300 0 048 D020300 0.000 048 E010300 0 048 E020300 0.000 048 F010300 0 048 F020300 0.000 048 G010300 0 048 G020300 0.000 048 H010300 0 048 H020300 0.000 048 I010300 0 048 I020300 0.000 048 J010300 0 048 J020300 0.000 048 K010300 0 048 K020300 0.000 048 000400 1.000 048 A010400 0 048 A020400 0.000 048 B010400 0 048 B020400 0.000 048 C010400 0 048 C020400 0.000 048 D010400 0 048 D020400 0.000 048 E010400 0 048 E020400 0.000 048 F010400 0 048 F020400 0.000 048 G010400 0 048 G020400 0.000 048 H010400 0 048 H020400 0.000 PAGE 13 048 I010400 0 048 I020400 0.000 048 J010400 0 048 J020400 0.000 048 K010400 0 048 K020400 0.000 048 000500 0.000 048 A010500 999999 048 A020500 1.000 048 B010500 1999999 048 B020500 0.950 048 C010500 2999999 048 C020500 0.900 048 D010500 3999999 048 D020500 0.850 048 E010500 0 048 E020500 0.000 048 F010500 0 048 F020500 0.000 048 G010500 0 048 G020500 0.000 048 H010500 0 048 H020500 0.000 048 I010500 0 048 I020500 0.000 048 J010500 0 048 J020500 0.000 048 K010500 4000000 048 K020500 0.800 049 000100 N 049 000200 N 049 000300 N 049 000400 N 049 000500 N 050 000100 N 050 000200 N 050 000300 N 050 000400 N 050 000500 N 051 000100 N 051 000200 N 051 000300 N 051 000400 N 051 000500 N 052 000100 N 052 000200 N 052 000300 N 052 000400 N 052 000500 N 053 A000100 Y 053 B000100 N PAGE 14 053 C000100 N 053 A000200 Y 053 B000200 N 053 C000200 N 053 A000300 Y 053 B000300 N 053 C000300 N 053 A000400 Y 053 B000400 N 053 C000400 N 053 A000500 Y 053 B000500 Y 053 C000500 N 054 A00AA00 Y 054 B00AA00 Y 054 C00AA00 Y 054 D00AA00 N 054 E00AA00 N 054 F00AA00 N 054 G00AA00 Y 054 H00AA00 Y 054 I00AA00 N 054 J00AA00 Y 054 K00AA00 N 054 L00AA00 N 054 M00AA00 Y 054 N00AA00 N 054 O00AA00 N 055 A000100 N 055 B000100 N 055 A000200 N 055 B000200 N 055 A000300 N 055 B000300 N 055 A000400 N 055 B000400 N 055 A000500 Y 055 B000500 N 056 000100 N 056 000200 N 056 000300 N 056 000400 N 056 000500 N 057 000100 N 057 000200 N 057 000300 N 057 000400 N 057 000500 N 058 A00AA00 N 059 00AA00 Y 060 A00AA00 Y PAGE 15 060 B00AA00 Y 061 00AA00 500 062 A00AA00 N 062 B00AA00 0.0 062 C00AA00 0.0 062 D00AA00 0.0 062 E00AA00 0.0 062 F00AA00 0.0 062 G00AA00 0.0 062 H00AA00 0.0 062 I00AA00 0.0 062 J00AA00 0.0 062 K00AA00 0.0 062 L00AA00 0.0 062 M00AA00 0.0 062 N00AA00 0.0 062 O00AA00 0.0 062 P00AA00 0.0 062 Q00AA00 0.0 062 R00AA00 0.0 063 A00AA00 0 063 B00AA00 0.0 066 A000100 Y 066 B000100 N 066 C000100 Y 066 D000100 N 066 E000100 N 066 F000100 N 066 G000100 N 066 A000200 Y 066 B000200 N 066 C000200 Y 066 D000200 N 066 E000200 N 066 F000200 N 066 G000200 N 066 A000300 Y 066 B000300 N 066 C000300 Y 066 D000300 N 066 E000300 N 066 F000300 N 066 G000300 N 066 A000400 Y 066 B000400 N 066 C000400 Y 066 D000400 N 066 E000400 N 066 F000400 N 066 G000400 N 066 A000500 Y PAGE 16 066 B000500 N 066 C000500 Y 066 D000500 N 066 E000500 N 066 F000500 N 066 G000500 N 067 000100 N 067 000200 N 067 000300 N 067 000400 N 067 000500 N 068 A000100 N 068 B000100 N 068 A000200 N 068 B000200 N 068 A000300 N 068 B000300 N 068 A000400 N 068 B000400 N 068 A000500 N 068 B000500 N 069 000100 N 069 000200 N 069 000300 N 069 000400 N 069 000500 N 070 A010100 Y 070 A020100 Y 070 B010100 Y 070 B020100 N 070 C010100 N 070 C020100 N 070 D010100 N 070 D020100 N 070 E010100 N 070 E020100 N 070 F010100 N 070 F020100 N 070 G010100 N 070 G020100 N 070 H010100 N 070 H020100 N 070 I010100 N 070 I020100 N 070 J010100 Y 070 J020100 Y 070 K010100 Y 070 K020100 N 070 L010100 Y 070 L020100 Y 070 M010100 Y PAGE 17 070 M020100 Y 070 N010100 Y 070 N020100 Y 070 O010100 Y 070 O020100 N 070 P010100 Y 070 P020100 N 070 Q010100 N 070 Q020100 N 070 R010100 N 070 R020100 N 070 A010200 Y 070 A020200 Y 070 B010200 Y 070 B020200 N 070 C010200 Y 070 C020200 N 070 D010200 Y 070 D020200 N 070 E010200 N 070 E020200 N 070 F010200 N 070 F020200 N 070 G010200 N 070 G020200 N 070 H010200 N 070 H020200 N 070 I010200 N 070 I020200 N 070 J010200 Y 070 J020200 Y 070 K010200 Y 070 K020200 N 070 L010200 Y 070 L020200 Y 070 M010200 Y 070 M020200 Y 070 N010200 Y 070 N020200 Y 070 O010200 Y 070 O020200 N 070 P010200 Y 070 P020200 N 070 Q010200 Y 070 Q020200 N 070 R010200 Y 070 R020200 N 070 A010300 Y 070 A020300 Y 070 B010300 Y 070 B020300 N PAGE 18 070 C010300 Y 070 C020300 N 070 D010300 Y 070 D020300 N 070 E010300 N 070 E020300 N 070 F010300 N 070 F020300 N 070 G010300 N 070 G020300 N 070 H010300 N 070 H020300 N 070 I010300 N 070 I020300 N 070 J010300 Y 070 J020300 Y 070 K010300 Y 070 K020300 N 070 L010300 Y 070 L020300 Y 070 M010300 Y 070 M020300 Y 070 N010300 Y 070 N020300 N 070 O010300 Y 070 O020300 N 070 P010300 Y 070 P020300 N 070 Q010300 Y 070 Q020300 N 070 R010300 Y 070 R020300 N 070 A010400 Y 070 A020400 Y 070 B010400 Y 070 B020400 N 070 C010400 Y 070 C020400 N 070 D010400 Y 070 D020400 N 070 E010400 N 070 E020400 N 070 F010400 N 070 F020400 N 070 G010400 N 070 G020400 N 070 H010400 N 070 H020400 N 070 I010400 N 070 I020400 N 070 J010400 Y PAGE 19 070 J020400 Y 070 K010400 Y 070 K020400 N 070 L010400 Y 070 L020400 Y 070 M010400 Y 070 M020400 Y 070 N010400 Y 070 N020400 Y 070 O010400 Y 070 O020400 N 070 P010400 Y 070 P020400 N 070 Q010400 Y 070 Q020400 N 070 R010400 Y 070 R020400 N 070 A010500 Y 070 A020500 Y 070 B010500 Y 070 B020500 N 070 C010500 Y 070 C020500 N 070 D010500 Y 070 D020500 N 070 E010500 N 070 E020500 N 070 F010500 N 070 F020500 N 070 G010500 N 070 G020500 N 070 H010500 N 070 H020500 N 070 I010500 N 070 I020500 N 070 J010500 Y 070 J020500 N 070 K010500 Y 070 K020500 N 070 L010500 Y 070 L020500 Y 070 M010500 Y 070 M020500 N 070 N010500 Y 070 N020500 N 070 O010500 Y 070 O020500 N 070 P010500 Y 070 P020500 N 070 Q010500 Y 070 Q020500 N PAGE 20 070 R010500 Y 070 R020500 N 071 A000100 611395 071 B000100 973409 071 C000100 3815548 071 D000100 16 071 A000200 1628236 071 B000200 1579865 071 C000200 6082985 071 D000200 26 071 A000300 1280082 071 B000300 1318311 071 C000300 3082909 071 D000300 42 071 A000400 118801 071 B000400 109721 071 C000400 178580 071 D000400 61 071 A000500 32120 071 B000500 69016 071 C000500 81121 071 D000500 40 072 A000100 12 072 B000100 4468 072 C000100 28608 072 D000100 0 072 E000100 205 072 F000100 39768 072 G000100 31 072 H000100 0 072 I000100 833 072 J000100 236 072 K000100 0 072 L000100 1570 072 M000100 96 072 N000100 67 072 O000100 0 072 P000100 0 072 Q000100 0 072 R000100 72 072 S000100 30 072 T000100 9942 072 U000100 0 072 V000100 0 072 W000100 81 072 X000100 52726 072 Y000100 49 072 Z000100 -19396 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PATALINO TITLE CHIEF LEGAL OFFICER EX-99.77B ACCT LTTR 2 item77b.txt EX-99 77B Accountants letter Report of Independent Registered Public Accounting Firm To the Shareholders and Board of Trustees of Baron Investment Funds Trust In planning and performing our audits of the financial statements of Baron Investment Funds Trust, comprising, respectively, Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron iOpportunity Fund and Baron Fifth Avenue Growth Fund (collectively the "Funds") as of and for the year ended September 30,2008, in accordance with the standards of the Public Company Accounting Oversight Board (United States), we considered the Funds' internal control over financial reporting,including control activities for safeguarding securities, as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements and to comply with the requirements of Form N-SAR, but not for the purpose of expressing an opinion on the effectiveness of the Funds' internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Funds' internal control over financial reporting. The management of the Funds is responsible for establishing and maintaining effective internal control over financial reporting. In fulfilling this responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of controls. A fund's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A fund's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the fund; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,and that receipts and expenditures of the fund are being made only in accordance with authorizations of management and trustees of the fund; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a fund's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or combination of control deficiencies, that adversely affects the company's ability to initiate, authorize, record, process or report external financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the company's annual or interim financial statements that is more than inconsequential will not be prevented or detected. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Funds' annual or interim financial statements will not be prevented or detected on a timely basis. This report is intended solely for the information and use of management and the Board of Trustees of the Funds and the Securities and Exchange Commission and is not intended to be and should not be used by anyone other than these specified parties. /s/PricewaterhouseCoopers LLP - --------------------------------------- PricewaterhouseCoopers LLP New York, New York November 21, 2008 EX-99.77E LEGAL 3 item77e.txt Baron Investment Series NSAR Item 77E Legal proceedings Litigation. An action is pending in the Southern District of New York brought by a shareholder of Baron Growth Fund and of Baron Small Cap Fund against these two Funds, their Trustees, and the distributor, Baron Capital, Inc. The action alleges improper imposition of 12b-1 fees on Funds that were partially closed to new investors and seeks compensatory damages and to enjoin further 12b-1 fees. A motion to dismiss the complaint is currently pending. Neither the outcome nor the possible liability to these two Funds can be determined at this point. No amounts have been accrued in these financial statements with respect to the damages sought by this litigation. EX-99.77Q1 OTHR EXHB 4 item77q1a.txt <PAGE> ADVISORY AGREEMENT This Advisory Agreement, made the 12th day of June, 1987, and amended and restated as of May 20, 2008, by and between BAMCO, Inc., a New York corporation ("BAMCO") and Baron Asset Fund, a series of Baron Investment Funds Trust (formerly known as Baron Asset Fund), a Massachusetts business trust ("Client"), Whereas Client is a series of an open-end, diversified management investment company and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), that wishes to employ BAMCO to manage Client's portfolio (the "Account"), upon the terms and subject to the conditions hereinafter set forth; and Whereas BAMCO is an investment adviser registered under the Investment Advisers Act of 1940, as amended, that is willing to manage the Account in the manner, upon the terms and subject to the conditions hereinafter set forth; Now Therefore, in consideration of the premises and mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. The Account shall consist of such cash, stocks, bonds and other securities which, from time to time, Client places under the supervision of BAMCO and/or which shall become part of the Account as a result of transactions therein, deposits of cash proceeds from the sale of Client's shares or otherwise. 2. Subject to the supervision of the Trustees of the Client, BAMCO shall have full discretion and authority to manage the Account, subject to such policies as set forth in Client's prospectus. Client shall provide the Adviser with copies of its current prospectus and statement of additional information which set forth the investment objectives, policies and investment restrictions of the Account, Declaration of Trust and By-laws. BAMCO, as Client's agent and attorney in fact and at Client's expense, is duly authorized without further approval with respect to the Account, except as otherwise required by law, (a) to make all investment decisions; (b) to vote all proxies with respect to portfolio securities in the Account; (c) to buy, sell and otherwise trade in securities; and (d) in furtherance of the foregoing, to do anything which BAMCO shall deem requisite, appropriate or advisable, including, without limitation, the submission of instructions to the custodian of the Account, and the selection of such brokers or dealers as BAMCO shall determine. 3.(a) For BAMCO's services as investment adviser to Client, Client shall pay BAMCO an advisory fee computed daily and payable monthly from Client's assets equal to 1% per annum of the Client's average daily net asset value. The fee shall be paid in arrears, within thirty (30) days after the end of each month. The net asset value is determined as of the close of the New York Stock Exchange on each day the Exchange is open. Securities traded on any national stock exchange or quoted on the NASDAQ National Market System are valued on the basis of the last sale price, or in the absence of any sale on the date of valuation, the last sale price on the date the security last traded. <PAGE> Other securities will be valued at the mean of the most recent bid and asked prices if market quotations are not readily available. Where market quotations are not readily available the securities will be valued at their fair value as determined in good faith by Client's Trustees or their delegate. Odd lot differentials and brokerage commissions will be excluded in calculating net asset value. (b) If BAMCO should serve for less than the whole of any month, its compensation shall be determined on the basis of the average daily net asset value of the Account for the month up to and including the date of termination. (c) If Client's expenses (exclusive of interest, taxes, brokerage, extraordinary expenses and amounts paid by Client pursuant to its distribution plan) in any fiscal year exceed the limits prescribed by any state in which Client's shares of common stock ("Shares") are qualified for sale, BAMCO shall, at each contract payment date, reduce its fee by the amount of any excess up to the amount of BAMCO's advisory fee as determined hereunder. Client undertakes to notify BAMCO of each state in which Client's Shares are qualified for sale. 4.(a) BAMCO shall furnish office space and all necessary office facilities, equipment and executive personnel for managing the Account without reimbursement from Client. (b) BAMCO shall pay the salaries and fees of all officers and Trustees of Client who are "interested persons" (as defined in the 1940 Act) of BAMCO. (c) BAMCO shall not be obligated to pay the following expenses: (a) audit, accounting and legal fees; (b) custodian fees; (c) fees for registering and qualifying Client's Shares with federal and state securities commissions; (d) fees for preparing shareholder reports and proxy solicitation materials; (e) fees associated with Client's Shares such as administrative servicing, dividend disbursing, transfer agent and registrar fees; (f) insurance; (g) compensation of Trustees of Client who are not "interested persons" of BAMCO; (h) miscellaneous business expenses that are not within paragraph 4(a) above; (i) costs associated with the public offering of Client's Shares, including registration, filing, legal and accounting fees and costs of printing Client's prospectus and other offering documents; (j) taxes; and (k) brokerage commissions and fees incurred in connection with portfolio transactions. (d) BAMCO shall maintain all books and records with respect to Client's securities transactions required by subparagraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to Client's Trustees such periodic and special reports as the Trustees may reasonably request. (e) BAMCO shall provide Client's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. <PAGE> (f) The investment management services provided by the Adviser hereunder are not to be deemed exclusive, and BAMCO shall be free to render similar services to others. 5. Client has delivered to BAMCO copies of each of the following documents and will deliver to it all future amendments and supplements, if any: (a) Declaration of Trust, filed with the Secretary of The State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, is herein called the "Declaration of Trust"); (b) By-laws of the Trust (such By-laws, as in effect on the date hereof and as amended from time to time, are herein called the "By-laws"); (c) Certified resolutions of the Trustees of Client authorizing the appointment of BAMCO and approving the form of this Agreement; (d) Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (the "Registration Statement"), as filed with the Securities and Exchange Commission (the "Commission") relating to Client and Client's Shares and all amendments thereto; (e) Notification of Registration of the Client under the 1940 Act on Form N-8A as filed with the Commission and all amendments thereto; and (f) Prospectus and Statement of Additional Information of the Trust (such Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"). 6. BAMCO shall keep Client's books and records required to be maintained by it pursuant to paragraph 9 hereof. BAMCO agrees that all records which it maintains for Client are the property of the Client, and it will surrender promptly to the Client any of such records upon Client's request. BAMCO further agrees to preserve for the periods prescribed by Rule 31a-2 as promulgated by the Commission under the 1940 Act any such records as are required to be maintained by BAMCO pursuant to paragraph 9 hereof. 7.(a) BAMCO understands that it is the policy of Client to obtain the best net results for Client's shareholders in the execution of brokerage transactions for the Account. BAMCO shall select all brokers in accordance with such policy and as set forth below. (b) Client represents and warrants that it has adopted procedures in conformity with Rule 17e-1 ("Procedures") of the 1940 Act to ensure that all brokerage commissions paid for portfolio transactions are reasonable and fair. Client shall inform BAMCO of such Procedures and any amendments thereto. BAMCO shall provide Client <PAGE> with such information as is required by the Procedures, including, among other things, a written record of each portfolio transaction effected pursuant to Rule 17e-1, setting forth the amount and source of the commission, fee or other remuneration received or to be received; the identity of the person acting as broker; the terms of the transaction; and, each quarter, such information as is necessary to enable Client to determine whether its procedures have been followed. (d) Where brokers and dealers are used to effect portfolio transactions, BAMCO may pay to those brokers and dealers, in return for research analysis, advice and similar services and/or promotion of the Client's Shares, a commission or spread which BAMCO determines is reasonable and consistent with the Client's policies. Client agrees that such research and information may be used by BAMCO to supplement the services it is required to perform hereunder. BAMCO shall have no obligation to seek the lowest commission cost to Client. BAMCO's selection of a broker will take into account factors such as: price, reliability, financial responsibility, commission rates, the ability of the broker to effect particular securities transactions, and research and similar services, all of which may enhance general portfolio management capabilities for BAMCO and/or its affiliates, notwithstanding that Client may not be the direct or exclusive beneficiary of such services. 8. BAMCO and/or BCI shall direct the clearing broker to send promptly to Client confirmations of purchases and sales and monthly statements prepared by the clearing broker. BAMCO shall provide Client with monthly and quarterly statements. On the written request of Client, BAMCO and/or BCI will send or direct the sending of any copies of the foregoing to any other person. 9. BAMCO shall keep the books of account of the Fund and compute the net asset value per share of the outstanding Shares. BAMCO shall also calculate daily the net investment income of the Fund as described in the Fund's currently effect Prospectus and shall advise the Fund and the transfer agent daily of the total amounts of such investment income and, if instructed in writing by an officer of the Fund to do so, shall advise the transfer agent periodically of the division of such net investment income among its various components. The calculations of the net asset value per share and the daily income of the Fund shall be made at the time or times described from time to time in the Fund's current Prospectus. BAMCO shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement, present or future, any information, reports, or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations. BAMCO shall not disclose or use any records it has prepared by reason of this Agreement in any manner except as expressly authorized herein or directed by the Fund and shall keep confidential any information obtained by reason of this Agreement. 10. Client understands and agrees that: (a) BAMCO is affiliated with Baron Capital Management, Inc. a registered investment adviser; (b) BAMCO and/or its affiliates will manage accounts and perform advisory services for others; (c) depending upon investment objectives and cash availability and requirements, BAMCO and/or its <PAGE> affiliates may direct the sale of a particular security for certain accounts and direct the purchase of such security for other accounts, and, accordingly, transactions in particular accounts may not be consistent with transactions in other accounts; (d) where there is a limited supply of a security, BAMCO in conjunction with its affiliates will allocate investment opportunities in a matter deemed equitable by BAMCO; (e) BAMCO and/or its affiliates, principals and employees may from time to time have an interest, direct or indirect, in a security which is purchased, sold or otherwise traded for the Account, and BAMCO and/or its affiliates may effect transactions in said security for the Account that may be the same as or different from the action which BAMCO, its affiliates or such other persons may take with respect thereto for its or their accounts. 11. Client and BAMCO represent and warrant that each (i) has adopted and supplied to one another a copy of a written code of ethics complying with Rule 17j-1 of the Investment Company Act of 1940 and (ii) will obtain such reports and maintain such records as are specified in Rule 17j-1. 12. Client acknowledges that the word "Baron" in Client's name is derived from the name of the entities controlling, directly and indirectly, BAMCO, which derive their names from Mr. Ronald Baron; and that such name is the property of BAMCO, its affiliated companies and Ronald Baron for copyright and/or other similar purposes. Client understands and agrees that Client may use "Baron" as part of its name only for so long as BAMCO serves as investment adviser to Client, and if BAMCO ceases to be Client's investment adviser, Client will promptly take all steps necessary to change its name (to the extent it lawfully can) to one that does not include "Baron," when it receives BAMCO's written consent to continue using "Baron" in its name. 13. BAMCO shall have no liability to Client or its shareholders for any error of judgment or mistake of law or for any loss suffered by Client, provided that BAMCO shall not be protected against liabilities arising by virtue of willful misfeasance, bad faith or gross negligence, or reckless disregard of BAMCO's obligations hereunder. 14. Nothing in this Agreement shall limit or restrict the right of any of BAMCO's directors, officers, or employees who may also be a Trustee, officer or employee of Client to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict BAMCO's right to engage in any other business or to render services of any kind to any other corporation, trust, firm, individual or association. 15. Except as otherwise provided herein or authorized by the Trustees of Client from time to time, BAMCO shall for all purposes herein be deemed to be an independent contractor and shall have no authority to act for or represent Client in any way or otherwise be deemed an agent of Client. <PAGE> 16. During the term of this Agreement, Client agrees to furnish BAMCO at its principal office all Prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of Client or to the public, which refer to BAMCO in any way, prior to use thereof and not to use such material if BAMCO reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, Client will continue to furnish to BAMCO copies of any of the above-mentioned materials which refer in any way to BAMCO. Client shall furnish or otherwise make available to BAMCO such other information relating to the business affairs of Client as BAMCO at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder. 17. This Agreement shall continue in effect for a period of two years from the date of its execution, and thereafter only so long as such continuance is specifically approved at least annually by Client's Trustees or by a vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. 18. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of Client or by vote of a majority of the outstanding voting Shares of Client (as defined in the 1940 Act) on not less than sixty days' written notice to BAMCO or by BAMCO on not less than sixty days' written notice to Client. 19. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) by either party. 20. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, to the extent federal law does not apply. 21. BAMCO shall have no responsibility of liability with respect to custody arrangements or the acts, omissions or other conduct of the custodian. 22. It is understood and expressly stipulated that none of the Trustees, officers, agents or shareholders of the Fund shall be personally liable hereunder. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. 23. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to BAMCO at 767 Fifth Avenue, New York, New York 10153; or (2) to the Client at 767 Fifth Avenue, New York, New York 10153. 24. This Agreement contains the entire agreement and may not be amended or modified in any respect unless in a writing signed by both parties obtained in conformity with the requirements of the 1940 Act and the Rules thereunder. In the event that any provision of this Agreement is declared to be invalid such declaration shall not be deemed to affect the validity of any of the other provisions. <PAGE> 25. Client acknowledges receipt of Part II of BAMCO's Form ADV which is filed with the Securities and Exchange Commission, and which contains information concerning BAMCO's services and fees. Agreed to as of May 20, 2008 New York, New York BAMCO, Inc. By: /s/ Patrick M. Patalino ------------------------------ Baron Investment Funds Trust on behalf of Baron Asset Fund By: /s/ Linda S. Martinson ------------------------------ </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-99.77Q1 OTHR EXHB <SEQUENCE>5 <FILENAME>item77q1b.txt <TEXT> <PLAINTEXT> <PAGE> ADVISORY AGREEMENT This Advisory Agreement, made the 3rd day of January, 1995, and amended and restated as of May 20, 2008, by and between BAMCO, Inc., a New York corporation ("BAMCO") and Baron Growth Fund (formerly known as Baron Growth & Income Fund), a series of Baron Investment Funds Trust (formerly known as Baron Asset Fund), a Massachusetts business trust ("Client"), Whereas Client is a series of an open-end, diversified management investment company and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), that wishes to employ BAMCO to manage Client's portfolio (the "Account"), upon the terms and subject to the conditions hereinafter set forth; and Whereas BAMCO is an investment adviser registered under the Investment Advisers Act of 1940, as amended, that is willing to manage the Account in the manner, upon the terms and subject to the conditions hereinafter set forth; Now Therefore, in consideration of the premises and mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. The Account shall consist of such cash, stocks, bonds and other securities which, from time to time, Client places under the supervision of BAMCO and/or which shall become part of the Account as a result of transactions therein, deposits of cash proceeds from the sale of Client's shares or otherwise. 2. Subject to the supervision of the Trustees of the Client, BAMCO shall have full discretion and authority to manage the Account, subject to such policies as set forth in Client's prospectus. Client shall provide the Adviser with copies of its current prospectus and statement of additional information which set forth the investment objectives, policies and investment restrictions of the Account, Declaration of Trust and By-laws. BAMCO, as Client's agent and attorney in fact and at Client's expense, is duly authorized without further approval with respect to the Account, except as otherwise required by law, (a) to make all investment decisions; (b) to vote all proxies with respect to portfolio securities in the Account; (c) to buy, sell and otherwise trade in securities; and (d) in furtherance of the foregoing, to do anything which BAMCO shall deem requisite, appropriate or advisable, including, without limitation, the submission of instructions to the custodian of the Account, and the selection of such brokers or dealers as BAMCO shall determine. 3.(a) For BAMCO's services as investment adviser to Client, Client shall pay BAMCO an advisory fee computed daily and payable monthly from Client's assets equal to 1% per annum of the Client's average daily net asset value. The fee shall be paid in arrears, within thirty (30) days after the end of each month. The net asset value is determined as of the close of the New York Stock Exchange on each day the Exchange is open. Securities traded on any national stock exchange or quoted on the NASDAQ National Market System are valued on the basis of the last sale price, or in the absence of <PAGE> any sale on the date of valuation, the last sale price on the date the security last traded. Other securities will be valued at the mean of the most recent bid and asked prices if market quotations are not readily available. Where market quotations are not readily available the securities will be valued at their fair value as determined in good faith by Client's Trustees or their delegate. Odd lot differentials and brokerage commissions will be excluded in calculating net asset value. (b) If BAMCO should serve for less than the whole of any month, its compensation shall be determined on the basis of the average daily net asset value of the Account for the month up to and including the date of termination. (c) If Client's expenses (exclusive of interest, taxes, brokerage, extraordinary expenses and amounts paid by Client pursuant to its distribution plan) in any fiscal year exceed the limits prescribed by any state in which Client's shares of common stock ("Shares") are qualified for sale, BAMCO shall, at each contract payment date, reduce its fee by the amount of any excess up to the amount of BAMCO's advisory fee as determined hereunder. Client undertakes to notify BAMCO of each state in which Client's Shares are qualified for sale. 4.(a) BAMCO shall furnish office space and all necessary office facilities, equipment and executive personnel for managing the Account without reimbursement from Client. (b) BAMCO shall pay the salaries and fees of all officers and Trustees of Client who are "interested persons" (as defined in the 1940 Act) of BAMCO. (c) BAMCO shall not be obligated to pay the following expenses: (a) audit, accounting and legal fees; (b) custodian fees; (c) fees for registering and qualifying Client's Shares with federal and state securities commissions; (d) fees for preparing shareholder reports and proxy solicitation materials; (e) fees associated with Client's Shares such as administrative servicing, dividend disbursing, transfer agent and registrar fees; (f) insurance; (g) compensation of Trustees of Client who are not "interested persons" of BAMCO; (h) miscellaneous business expenses that are not within paragraph 4(a) above; (i) costs associated with the public offering of Client's Shares, including registration, filing, legal and accounting fees and costs of printing Client's prospectus and other offering documents; (j) taxes; and (k) brokerage commissions and fees incurred in connection with portfolio transactions. (d) BAMCO shall maintain all books and records with respect to Client's securities transactions required by subparagraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to Client's Trustees such periodic and special reports as the Trustees may reasonably request. (e) BAMCO shall provide Client's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. <PAGE> (f) The investment management services provided by the Adviser hereunder are not to be deemed exclusive, and BAMCO shall be free to render similar services to others. 5. Client has delivered to BAMCO copies of each of the following documents and will deliver to it all future amendments and supplements, if any: (a) Declaration of Trust, filed with the Secretary of The State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, is herein called the "Declaration of Trust"); (b) By-laws of the Trust (such By-laws, as in effect on the date hereof and as amended from time to time, are herein called the "By-laws"); (c) Certified resolutions of the Trustees of Client authorizing the appointment of BAMCO and approving the form of this Agreement; (d) Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (the "Registration Statement"), as filed with the Securities and Exchange Commission (the "Commission") relating to Client and Client's Shares and all amendments thereto; (e) Notification of Registration of the Client under the 1940 Act on Form N-8A as filed with the Commission and all amendments thereto; and (f) Prospectus and Statement of Additional Information of the Trust (such Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"). 6. BAMCO shall keep Client's books and records required to be maintained by it pursuant to paragraph 9 hereof. BAMCO agrees that all records which it maintains for Client are the property of the Client, and it will surrender promptly to the Client any of such records upon Client's request. BAMCO further agrees to preserve for the periods prescribed by Rule 31a-2 as promulgated by the Commission under the 1940 Act any such records as are required to be maintained by BAMCO pursuant to paragraph 9 hereof. 7.(a) BAMCO understands that it is the policy of Client to obtain the best net results for Client's shareholders in the execution of brokerage transactions for the Account. BAMCO shall select all brokers in accordance with such policy and as set forth below. (b) Client represents and warrants that it has adopted procedures in conformity with Rule 17e-1 ("Procedures") of the 1940 Act to ensure that all brokerage commissions paid for portfolio transactions are reasonable and fair. Client shall inform <PAGE> BAMCO of such Procedures and any amendments thereto. BAMCO shall provide Client with such information as is required by the Procedures, including, among other things, a written record of each portfolio transaction effected pursuant to Rule 17e-1, setting forth the amount and source of the commission, fee or other remuneration received or to be received; the identity of the person acting as broker; the terms of the transaction; and, each quarter, such information as is necessary to enable Client to determine whether its procedures have been followed. (d) Where brokers and dealers are used to effect portfolio transactions, BAMCO may pay to those brokers and dealers, in return for research analysis, advice and similar services and/or promotion of the Client's Shares, a commission or spread which BAMCO determines is reasonable and consistent with the Client's policies. Client agrees that such research and information may be used by BAMCO to supplement the services it is required to perform hereunder. BAMCO shall have no obligation to seek the lowest commission cost to Client. BAMCO's selection of a broker will take into account factors such as: price, reliability, financial responsibility, commission rates, the ability of the broker to effect particular securities transactions, and research and similar services, all of which may enhance general portfolio management capabilities for BAMCO and/or its affiliates, notwithstanding that Client may not be the direct or exclusive beneficiary of such services. 8. BAMCO and/or BCI shall direct the clearing broker to send promptly to Client confirmations of purchases and sales and monthly statements prepared by the clearing broker. BAMCO shall provide Client with monthly and quarterly statements. On the written request of Client, BAMCO and/or BCI will send or direct the sending of any copies of the foregoing to any other person. 9. BAMCO shall keep the books of account of the Fund and compute the net asset value per share of the outstanding Shares. BAMCO shall also calculate daily the net investment income of the Fund as described in the Fund's currently effect Prospectus and shall advise the Fund and the transfer agent daily of the total amounts of such investment income and, if instructed in writing by an officer of the Fund to do so, shall advise the transfer agent periodically of the division of such net investment income among its various components. The calculations of the net asset value per share and the daily income of the Fund shall be made at the time or times described from time to time in the Fund's current Prospectus. BAMCO shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement, present or future, any information, reports, or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations. BAMCO shall not disclose or use any records it has prepared by reason of this Agreement in any manner except as expressly authorized herein or directed by the Fund and shall keep confidential any information obtained by reason of this Agreement. 10. Client understands and agrees that: (a) BAMCO is affiliated with Baron Capital Management, Inc. a registered investment adviser; (b) BAMCO and/or its affiliates will manage accounts and perform advisory services for others; (c) depending <PAGE> upon investment objectives and cash availability and requirements, BAMCO and/or its affiliates may direct the sale of a particular security for certain accounts and direct the purchase of such security for other accounts, and, accordingly, transactions in particular accounts may not be consistent with transactions in other accounts; (d) where there is a limited supply of a security, BAMCO in conjunction with its affiliates will allocate investment opportunities in a matter deemed equitable by BAMCO; (e) BAMCO and/or its affiliates, principals and employees may from time to time have an interest, direct or indirect, in a security which is purchased, sold or otherwise traded for the Account, and BAMCO and/or its affiliates may effect transactions in said security for the Account that may be the same as or different from the action which BAMCO, its affiliates or such other persons may take with respect thereto for its or their accounts. 11. Client and BAMCO represent and warrant that each (i) has adopted and supplied to one another a copy of a written code of ethics complying with Rule 17j-1 of the Investment Company Act of 1940 and (ii) will obtain such reports and maintain such records as are specified in Rule 17j-1. 12. Client acknowledges that the word "Baron" in Client's name is derived from the name of the entities controlling, directly and indirectly, BAMCO, which derive their names from Mr. Ronald Baron; and that such name is the property of BAMCO, its affiliated companies and Ronald Baron for copyright and/or other similar purposes. Client understands and agrees that Client may use "Baron" as part of its name only for so long as BAMCO serves as investment adviser to Client, and if BAMCO ceases to be Client's investment adviser, Client will promptly take all steps necessary to change its name (to the extent it lawfully can) to one that does not include "Baron," when it receives BAMCO's written consent to continue using "Baron" in its name. 13. BAMCO shall have no liability to Client or its shareholders for any error of judgment or mistake of law or for any loss suffered by Client, provided that BAMCO shall not be protected against liabilities arising by virtue of willful misfeasance, bad faith or gross negligence, or reckless disregard of BAMCO's obligations hereunder. 14. Nothing in this Agreement shall limit or restrict the right of any of BAMCO's directors, officers, or employees who may also be a Trustee, officer or employee of Client to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict BAMCO's right to engage in any other business or to render services of any kind to any other corporation, trust, firm, individual or association. 15. Except as otherwise provided herein or authorized by the Trustees of Client from time to time, BAMCO shall for all purposes herein be deemed to be an independent contractor and shall have no authority to act for or represent Client in any way or otherwise be deemed an agent of Client. <PAGE> 16. During the term of this Agreement, Client agrees to furnish BAMCO at its principal office all Prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of Client or to the public, which refer to BAMCO in any way, prior to use thereof and not to use such material if BAMCO reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, Client will continue to furnish to BAMCO copies of any of the above-mentioned materials which refer in any way to BAMCO. Client shall furnish or otherwise make available to BAMCO such other information relating to the business affairs of Client as BAMCO at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder. 17. This Agreement shall continue in effect for a period of two years from the date of its execution, and thereafter only so long as such continuance is specifically approved at least annually by Client's Trustees or by a vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. 18. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of Client or by vote of a majority of the outstanding voting Shares of Client (as defined in the 1940 Act) on not less than sixty days' written notice to BAMCO or by BAMCO on not less than sixty days' written notice to Client. 19. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) by either party. 20. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, to the extent federal law does not apply. 21. BAMCO shall have no responsibility of liability with respect to custody arrangements or the acts, omissions or other conduct of the custodian. 22. It is understood and expressly stipulated that none of the Trustees, officers, agents or shareholders of the Fund shall be personally liable hereunder. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. 23. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to BAMCO at 767 Fifth Avenue, New York, New York 10153; or (2) to the Client at 767 Fifth Avenue, New York, New York 10153. 24. This Agreement contains the entire agreement and may not be amended or modified in any respect unless in a writing signed by both parties obtained in conformity with the requirements of the 1940 Act and the Rules thereunder. In the event that any provision of this Agreement is declared to be invalid such declaration shall not be deemed to affect the validity of any of the other provisions. <PAGE> 25. Client acknowledges receipt of Part II of BAMCO's Form ADV which is filed with the Securities and Exchange Commission, and which contains information concerning BAMCO's services and fees. Agreed to as of May 20, 2008 New York, New York BAMCO, Inc. By: /s/ Patrick M. Patalino ------------------------------ Baron Investment Funds Trust on behalf of Baron Growth Fund By: /s/ Linda S. Martinson ------------------------------ </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-99.77Q1 OTHR EXHB <SEQUENCE>6 <FILENAME>item77q1c.txt <TEXT> <PLAINTEXT> <PAGE> ADVISORY AGREEMENT This Advisory Agreement, made the 30th day of September, 1997, and amended and restated as of May 20, 2008, by and between BAMCO, Inc., a New York corporation ("BAMCO") and Baron Small Cap Fund, a series of Baron Investment Funds Trust (formerly known as Baron Asset Fund), a Massachusetts business trust ("Client"), Whereas Client is a series of an open-end, diversified management investment company and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), that wishes to employ BAMCO to manage Client's portfolio (the "Account"), upon the terms and subject to the conditions hereinafter set forth; and Whereas BAMCO is an investment adviser registered under the Investment Advisers Act of 1940, as amended, that is willing to manage the Account in the manner, upon the terms and subject to the conditions hereinafter set forth; Now Therefore, in consideration of the premises and mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. The Account shall consist of such cash, stocks, bonds and other securities which, from time to time, Client places under the supervision of BAMCO and/or which shall become part of the Account as a result of transactions therein, deposits of cash proceeds from the sale of Client's shares or otherwise. 2. Subject to the supervision of the Trustees of the Client, BAMCO shall have full discretion and authority to manage the Account, subject to such policies as set forth in Client's prospectus. Client shall provide the Adviser with copies of its current prospectus and statement of additional information which set forth the investment objectives, policies and investment restrictions of the Account, Declaration of Trust and By-laws. BAMCO, as Client's agent and attorney in fact and at Client's expense, is duly authorized without further approval with respect to the Account, except as otherwise required by law, (a) to make all investment decisions; (b) to vote all proxies with respect to portfolio securities in the Account; (c) to buy, sell and otherwise trade in securities; and (d) in furtherance of the foregoing, to do anything which BAMCO shall deem requisite, appropriate or advisable, including, without limitation, the submission of instructions to the custodian of the Account, and the selection of such brokers or dealers as BAMCO shall determine. 3.(a) For BAMCO's services as investment adviser to Client, Client shall pay BAMCO an advisory fee computed daily and payable monthly from Client's assets equal to 1% per annum of the Client's average daily net asset value. The fee shall be paid in arrears, within thirty (30) days after the end of each month. The net asset value is determined as of the close of the New York Stock Exchange on each day the Exchange is open. Securities traded on any national stock exchange or quoted on the NASDAQ National Market System are valued on the basis of the last sale price, or in the absence of any sale on the date of valuation, the last sale price on the date the security last traded. <PAGE> Other securities will be valued at the mean of the most recent bid and asked prices if market quotations are not readily available. Where market quotations are not readily available the securities will be valued at their fair value as determined in good faith by Client's Trustees or their delegate. Odd lot differentials and brokerage commissions will be excluded in calculating net asset value. (b) If BAMCO should serve for less than the whole of any month, its compensation shall be determined on the basis of the average daily net asset value of the Account for the month up to and including the date of termination. (c) If Client's expenses (exclusive of interest, taxes, brokerage, extraordinary expenses and amounts paid by Client pursuant to its distribution plan) in any fiscal year exceed the limits prescribed by any state in which Client's shares of common stock ("Shares") are qualified for sale, BAMCO shall, at each contract payment date, reduce its fee by the amount of any excess up to the amount of BAMCO's advisory fee as determined hereunder. Client undertakes to notify BAMCO of each state in which Client's Shares are qualified for sale. 4.(a) BAMCO shall furnish office space and all necessary office facilities, equipment and executive personnel for managing the Account without reimbursement from Client. (b) BAMCO shall pay the salaries and fees of all officers and Trustees of Client who are "interested persons" (as defined in the 1940 Act) of BAMCO. (c) BAMCO shall not be obligated to pay the following expenses: (a) audit, accounting and legal fees; (b) custodian fees; (c) fees for registering and qualifying Client's Shares with federal and state securities commissions; (d) fees for preparing shareholder reports and proxy solicitation materials; (e) fees associated with Client's Shares such as administrative servicing, dividend disbursing, transfer agent and registrar fees; (f) insurance; (g) compensation of Trustees of Client who are not "interested persons" of BAMCO; (h) miscellaneous business expenses that are not within paragraph 4(a) above; (i) costs associated with the public offering of Client's Shares, including registration, filing, legal and accounting fees and costs of printing Client's prospectus and other offering documents; (j) taxes; and (k) brokerage commissions and fees incurred in connection with portfolio transactions. (d) BAMCO shall maintain all books and records with respect to Client's securities transactions required by subparagraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to Client's Trustees such periodic and special reports as the Trustees may reasonably request. (e) BAMCO shall provide Client's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. <PAGE> (f) The investment management services provided by the Adviser hereunder are not to be deemed exclusive, and BAMCO shall be free to render similar services to others. 5. Client has delivered to BAMCO copies of each of the following documents and will deliver to it all future amendments and supplements, if any: (a) Declaration of Trust, filed with the Secretary of The State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, is herein called the "Declaration of Trust"); (b) By-laws of the Trust (such By-laws, as in effect on the date hereof and as amended from time to time, are herein called the "By-laws"); (c) Certified resolutions of the Trustees of Client authorizing the appointment of BAMCO and approving the form of this Agreement; (d) Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (the "Registration Statement"), as filed with the Securities and Exchange Commission (the "Commission") relating to Client and Client's Shares and all amendments thereto; (e) Notification of Registration of the Client under the 1940 Act on Form N-8A as filed with the Commission and all amendments thereto; and (f) Prospectus and Statement of Additional Information of the Trust (such Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"). 6. BAMCO shall keep Client's books and records required to be maintained by it pursuant to paragraph 9 hereof. BAMCO agrees that all records which it maintains for Client are the property of the Client, and it will surrender promptly to the Client any of such records upon Client's request. BAMCO further agrees to preserve for the periods prescribed by Rule 31a-2 as promulgated by the Commission under the 1940 Act any such records as are required to be maintained by BAMCO pursuant to paragraph 9 hereof. 7.(a) BAMCO understands that it is the policy of Client to obtain the best net results for Client's shareholders in the execution of brokerage transactions for the Account. BAMCO shall select all brokers in accordance with such policy and as set forth below. (b) Client represents and warrants that it has adopted procedures in conformity with Rule 17e-1 ("Procedures") of the 1940 Act to ensure that all brokerage commissions paid for portfolio transactions are reasonable and fair. Client shall inform BAMCO of such Procedures and any amendments thereto. BAMCO shall provide Client <PAGE> with such information as is required by the Procedures, including, among other things, a written record of each portfolio transaction effected pursuant to Rule 17e-1, setting forth the amount and source of the commission, fee or other remuneration received or to be received; the identity of the person acting as broker; the terms of the transaction; and, each quarter, such information as is necessary to enable Client to determine whether its procedures have been followed. (d) Where brokers and dealers are used to effect portfolio transactions, BAMCO may pay to those brokers and dealers, in return for research analysis, advice and similar services and/or promotion of the Client's Shares, a commission or spread which BAMCO determines is reasonable and consistent with the Client's policies. Client agrees that such research and information may be used by BAMCO to supplement the services it is required to perform hereunder. BAMCO shall have no obligation to seek the lowest commission cost to Client. BAMCO's selection of a broker will take into account factors such as: price, reliability, financial responsibility, commission rates, the ability of the broker to effect particular securities transactions, and research and similar services, all of which may enhance general portfolio management capabilities for BAMCO and/or its affiliates, notwithstanding that Client may not be the direct or exclusive beneficiary of such services. 8. BAMCO and/or BCI shall direct the clearing broker to send promptly to Client confirmations of purchases and sales and monthly statements prepared by the clearing broker. BAMCO shall provide Client with monthly and quarterly statements. On the written request of Client, BAMCO and/or BCI will send or direct the sending of any copies of the foregoing to any other person. 9. BAMCO shall keep the books of account of the Fund and compute the net asset value per share of the outstanding Shares. BAMCO shall also calculate daily the net investment income of the Fund as described in the Fund's currently effect Prospectus and shall advise the Fund and the transfer agent daily of the total amounts of such investment income and, if instructed in writing by an officer of the Fund to do so, shall advise the transfer agent periodically of the division of such net investment income among its various components. The calculations of the net asset value per share and the daily income of the Fund shall be made at the time or times described from time to time in the Fund's current Prospectus. BAMCO shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement, present or future, any information, reports, or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations. BAMCO shall not disclose or use any records it has prepared by reason of this Agreement in any manner except as expressly authorized herein or directed by the Fund and shall keep confidential any information obtained by reason of this Agreement. 10. Client understands and agrees that: (a) BAMCO is affiliated with Baron Capital Management, Inc. a registered investment adviser; (b) BAMCO and/or its affiliates will manage accounts and perform advisory services for others; (c) depending upon investment objectives and cash availability and requirements, BAMCO and/or its <PAGE> affiliates may direct the sale of a particular security for certain accounts and direct the purchase of such security for other accounts, and, accordingly, transactions in particular accounts may not be consistent with transactions in other accounts; (d) where there is a limited supply of a security, BAMCO in conjunction with its affiliates will allocate investment opportunities in a matter deemed equitable by BAMCO; (e) BAMCO and/or its affiliates, principals and employees may from time to time have an interest, direct or indirect, in a security which is purchased, sold or otherwise traded for the Account, and BAMCO and/or its affiliates may effect transactions in said security for the Account that may be the same as or different from the action which BAMCO, its affiliates or such other persons may take with respect thereto for its or their accounts. 11. Client and BAMCO represent and warrant that each (i) has adopted and supplied to one another a copy of a written code of ethics complying with Rule 17j-1 of the Investment Company Act of 1940 and (ii) will obtain such reports and maintain such records as are specified in Rule 17j-1. 12. Client acknowledges that the word "Baron" in Client's name is derived from the name of the entities controlling, directly and indirectly, BAMCO, which derive their names from Mr. Ronald Baron; and that such name is the property of BAMCO, its affiliated companies and Ronald Baron for copyright and/or other similar purposes. Client understands and agrees that Client may use "Baron" as part of its name only for so long as BAMCO serves as investment adviser to Client, and if BAMCO ceases to be Client's investment adviser, Client will promptly take all steps necessary to change its name (to the extent it lawfully can) to one that does not include "Baron," when it receives BAMCO's written consent to continue using "Baron" in its name. 13. BAMCO shall have no liability to Client or its shareholders for any error of judgment or mistake of law or for any loss suffered by Client, provided that BAMCO shall not be protected against liabilities arising by virtue of willful misfeasance, bad faith or gross negligence, or reckless disregard of BAMCO's obligations hereunder. 14. Nothing in this Agreement shall limit or restrict the right of any of BAMCO's directors, officers, or employees who may also be a Trustee, officer or employee of Client to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict BAMCO's right to engage in any other business or to render services of any kind to any other corporation, trust, firm, individual or association. 15. Except as otherwise provided herein or authorized by the Trustees of Client from time to time, BAMCO shall for all purposes herein be deemed to be an independent contractor and shall have no authority to act for or represent Client in any way or otherwise be deemed an agent of Client. <PAGE> 16. During the term of this Agreement, Client agrees to furnish BAMCO at its principal office all Prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of Client or to the public, which refer to BAMCO in any way, prior to use thereof and not to use such material if BAMCO reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, Client will continue to furnish to BAMCO copies of any of the above-mentioned materials which refer in any way to BAMCO. Client shall furnish or otherwise make available to BAMCO such other information relating to the business affairs of Client as BAMCO at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder. 17. This Agreement shall continue in effect for a period of two years from the date of its execution, and thereafter only so long as such continuance is specifically approved at least annually by Client's Trustees or by a vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. 18. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of Client or by vote of a majority of the outstanding voting Shares of Client (as defined in the 1940 Act) on not less than sixty days' written notice to BAMCO or by BAMCO on not less than sixty days' written notice to Client. 19. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) by either party. 20. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, to the extent federal law does not apply. 21. BAMCO shall have no responsibility of liability with respect to custody arrangements or the acts, omissions or other conduct of the custodian. 22. It is understood and expressly stipulated that none of the Trustees, officers, agents or shareholders of the Fund shall be personally liable hereunder. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. 23. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to BAMCO at 767 Fifth Avenue, New York, New York 10153; or (2) to the Client at 767 Fifth Avenue, New York, New York 10153. 24. This Agreement contains the entire agreement and may not be amended or modified in any respect unless in a writing signed by both parties obtained in conformity with the requirements of the 1940 Act and the Rules thereunder. In the event that any provision of this Agreement is declared to be invalid such declaration shall not be deemed to affect the validity of any of the other provisions. <PAGE> 25. Client acknowledges receipt of Part II of BAMCO's Form ADV which is filed with the Securities and Exchange Commission, and which contains information concerning BAMCO's services and fees. Agreed to as of May 20, 2008 New York, New York BAMCO, Inc. By: /s/ Patrick M. Patalino ------------------------------ Baron Investment Funds Trust on behalf of Baron Small Cap Fund By: /s/ Linda S. Martinson ------------------------------ </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-99.77Q1 OTHR EXHB <SEQUENCE>7 <FILENAME>item77q1d.txt <TEXT> <PLAINTEXT> <PAGE> ADVISORY AGREEMENT This Advisory Agreement, made the 18th day of January, 2000, and amended and restated as of May 20, 2008, by and between BAMCO, Inc., a New York corporation ("BAMCO") and Baron iOpportunity Fund, a series of Baron Investment Funds Trust (formerly known as Baron Asset Fund), a Massachusetts business trust ("Client"), Whereas Client is a series of an open-end, diversified management investment company and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), that wishes to employ BAMCO to manage Client's portfolio (the "Account"), upon the terms and subject to the conditions hereinafter set forth; and Whereas BAMCO is an investment adviser registered under the Investment Advisers Act of 1940, as amended, that is willing to manage the Account in the manner, upon the terms and subject to the conditions hereinafter set forth; Now Therefore, in consideration of the premises and mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. The Account shall consist of such cash, stocks, bonds and other securities which, from time to time, Client places under the supervision of BAMCO and/or which shall become part of the Account as a result of transactions therein, deposits of cash proceeds from the sale of Client's shares or otherwise. 2. Subject to the supervision of the Trustees of the Client, BAMCO shall have full discretion and authority to manage the Account, subject to such policies as set forth in Client's prospectus. Client shall provide the Adviser with copies of its current prospectus and statement of additional information which set forth the investment objectives, policies and investment restrictions of the Account, Declaration of Trust and By-laws. BAMCO, as Client's agent and attorney in fact and at Client's expense, is duly authorized without further approval with respect to the Account, except as otherwise required by law, (a) to make all investment decisions; (b) to vote all proxies with respect to portfolio securities in the Account; (c) to buy, sell and otherwise trade in securities; and (d) in furtherance of the foregoing, to do anything which BAMCO shall deem requisite, appropriate or advisable, including, without limitation, the submission of instructions to the custodian of the Account, and the selection of such brokers or dealers as BAMCO shall determine. 3.(a) For BAMCO's services as investment adviser to Client, Client shall pay BAMCO an advisory fee computed daily and payable monthly from Client's assets equal to 1% per annum of the Client's average daily net asset value. The fee shall be paid in arrears, within thirty (30) days after the end of each month. BAMCO agrees that for so long as it serves as the investment adviser to Client, it will limit its fees so that clients' total annual operating expenses are 1.5%. Transactional expenses such as interest expense and brokerage costs are excluded from the fee limitation. The net asset value is determined as of the close of the New York Stock Exchange on each day the Exchange is <PAGE> open. Securities traded on any national stock exchange or quoted on the NASDAQ National Market System are valued on the basis of the last sale price, or in the absence of any sale on the date of valuation, the last sale price on the date the security last traded. Other securities will be valued at the mean of the most recent bid and asked prices if market quotations are not readily available. Where market quotations are not readily available the securities will be valued at their fair value as determined in good faith by Client's Trustees or their delegate. Odd lot differentials and brokerage commissions will be excluded in calculating net asset value. (b) If BAMCO should serve for less than the whole of any month, its compensation shall be determined on the basis of the average daily net asset value of the Account for the month up to and including the date of termination. (c) If Client's expenses (exclusive of interest, taxes, brokerage, extraordinary expenses and amounts paid by Client pursuant to its distribution plan) in any fiscal year exceed the limits prescribed by any state in which Client's shares of common stock ("Shares") are qualified for sale, BAMCO shall, at each contract payment date, reduce its fee by the amount of any excess up to the amount of BAMCO's advisory fee as determined hereunder. Client undertakes to notify BAMCO of each state in which Client's Shares are qualified for sale. 4.(a) BAMCO shall furnish office space and all necessary office facilities, equipment and executive personnel for managing the Account without reimbursement from Client. (b) BAMCO shall pay the salaries and fees of all officers and Trustees of Client who are "interested persons" (as defined in the 1940 Act) of BAMCO. (c) BAMCO shall not be obligated to pay the following expenses: (a) audit, accounting and legal fees; (b) custodian fees; (c) fees for registering and qualifying Client's Shares with federal and state securities commissions; (d) fees for preparing shareholder reports and proxy solicitation materials; (e) fees associated with Client's Shares such as administrative servicing, dividend disbursing, transfer agent and registrar fees; (f) insurance; (g) compensation of Trustees of Client who are not "interested persons" of BAMCO; (h) miscellaneous business expenses that are not within paragraph 4(a) above; (i) costs associated with the public offering of Client's Shares, including registration, filing, legal and accounting fees and costs of printing Client's prospectus and other offering documents; (j) taxes; and (k) brokerage commissions and fees incurred in connection with portfolio transactions. (d) BAMCO shall maintain all books and records with respect to Client's securities transactions required by subparagraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to Client's Trustees such periodic and special reports as the Trustees may reasonably request. <PAGE> (e) BAMCO shall provide Client's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (f) The investment management services provided by the Adviser hereunder are not to be deemed exclusive, and BAMCO shall be free to render similar services to others. 5. Client has delivered to BAMCO copies of each of the following documents and will deliver to it all future amendments and supplements, if any: (a) Declaration of Trust, filed with the Secretary of The State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, is herein called the "Declaration of Trust"); (b) By-laws of the Trust (such By-laws, as in effect on the date hereof and as amended from time to time, are herein called the "By-laws"); (c) Certified resolutions of the Trustees of Client authorizing the appointment of BAMCO and approving the form of this Agreement; (d) Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (the "Registration Statement"), as filed with the Securities and Exchange Commission (the "Commission") relating to Client and Client's Shares and all amendments thereto; (e) Notification of Registration of the Client under the 1940 Act on Form N-8A as filed with the Commission and all amendments thereto; and (f) Prospectus and Statement of Additional Information of the Trust (such Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"). 6. BAMCO shall keep Client's books and records required to be maintained by it pursuant to paragraph 9 hereof. BAMCO agrees that all records which it maintains for Client are the property of the Client, and it will surrender promptly to the Client any of such records upon Client's request. BAMCO further agrees to preserve for the periods prescribed by Rule 31a-2 as promulgated by the Commission under the 1940 Act any such records as are required to be maintained by BAMCO pursuant to paragraph 9 hereof. 7.(a) BAMCO understands that it is the policy of Client to obtain the best net results for Client's shareholders in the execution of brokerage transactions for the Account. BAMCO shall select all brokers in accordance with such policy and as set forth below. <PAGE> (b) Client represents and warrants that it has adopted procedures in conformity with Rule 17e-1 ("Procedures") of the 1940 Act to ensure that all brokerage commissions paid for portfolio transactions are reasonable and fair. Client shall inform BAMCO of such Procedures and any amendments thereto. BAMCO shall provide Client with such information as is required by the Procedures, including, among other things, a written record of each portfolio transaction effected pursuant to Rule 17e-1, setting forth the amount and source of the commission, fee or other remuneration received or to be received; the identity of the person acting as broker; the terms of the transaction; and, each quarter, such information as is necessary to enable Client to determine whether its procedures have been followed. (d) Where brokers and dealers are used to effect portfolio transactions, BAMCO may pay to those brokers and dealers, in return for research analysis, advice and similar services and/or promotion of the Client's Shares, a commission or spread which BAMCO determines is reasonable and consistent with the Client's policies. Client agrees that such research and information may be used by BAMCO to supplement the services it is required to perform hereunder. BAMCO shall have no obligation to seek the lowest commission cost to Client. BAMCO's selection of a broker will take into account factors such as: price, reliability, financial responsibility, commission rates, the ability of the broker to effect particular securities transactions, and research and similar services, all of which may enhance general portfolio management capabilities for BAMCO and/or its affiliates, notwithstanding that Client may not be the direct or exclusive beneficiary of such services. 8. BAMCO and/or BCI shall direct the clearing broker to send promptly to Client confirmations of purchases and sales and monthly statements prepared by the clearing broker. BAMCO shall provide Client with monthly and quarterly statements. On the written request of Client, BAMCO and/or BCI will send or direct the sending of any copies of the foregoing to any other person. 9. BAMCO shall keep the books of account of the Fund and compute the net asset value per share of the outstanding Shares. BAMCO shall also calculate daily the net investment income of the Fund as described in the Fund's currently effect Prospectus and shall advise the Fund and the transfer agent daily of the total amounts of such investment income and, if instructed in writing by an officer of the Fund to do so, shall advise the transfer agent periodically of the division of such net investment income among its various components. The calculations of the net asset value per share and the daily income of the Fund shall be made at the time or times described from time to time in the Fund's current Prospectus. BAMCO shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement, present or future, any information, reports, or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations. BAMCO shall not disclose or use any records it has prepared by reason of this Agreement in any manner except as expressly authorized herein or directed by the Fund and shall keep confidential any information obtained by reason of this Agreement. <PAGE> 10. Client understands and agrees that: (a) BAMCO is affiliated with Baron Capital Management, Inc. a registered investment adviser; (b) BAMCO and/or its affiliates will manage accounts and perform advisory services for others; (c) depending upon investment objectives and cash availability and requirements, BAMCO and/or its affiliates may direct the sale of a particular security for certain accounts and direct the purchase of such security for other accounts, and, accordingly, transactions in particular accounts may not be consistent with transactions in other accounts; (d) where there is a limited supply of a security, BAMCO in conjunction with its affiliates will allocate investment opportunities in a matter deemed equitable by BAMCO; (e) BAMCO and/or its affiliates, principals and employees may from time to time have an interest, direct or indirect, in a security which is purchased, sold or otherwise traded for the Account, and BAMCO and/or its affiliates may effect transactions in said security for the Account that may be the same as or different from the action which BAMCO, its affiliates or such other persons may take with respect thereto for its or their accounts. 11. Client and BAMCO represent and warrant that each (i) has adopted and supplied to one another a copy of a written code of ethics complying with Rule 17j-1 of the Investment Company Act of 1940 and (ii) will obtain such reports and maintain such records as are specified in Rule 17j-1. 12. Client acknowledges that the word "Baron" in Client's name is derived from the name of the entities controlling, directly and indirectly, BAMCO, which derive their names from Mr. Ronald Baron; and that such name is the property of BAMCO, its affiliated companies and Ronald Baron for copyright and/or other similar purposes. Client understands and agrees that Client may use "Baron" as part of its name only for so long as BAMCO serves as investment adviser to Client, and if BAMCO ceases to be Client's investment adviser, Client will promptly take all steps necessary to change its name (to the extent it lawfully can) to one that does not include "Baron," when it receives BAMCO's written consent to continue using "Baron" in its name. 13. BAMCO shall have no liability to Client or its shareholders for any error of judgment or mistake of law or for any loss suffered by Client, provided that BAMCO shall not be protected against liabilities arising by virtue of willful misfeasance, bad faith or gross negligence, or reckless disregard of BAMCO's obligations hereunder. 14. Nothing in this Agreement shall limit or restrict the right of any of BAMCO's directors, officers, or employees who may also be a Trustee, officer or employee of Client to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict BAMCO's right to engage in any other business or to render services of any kind to any other corporation, trust, firm, individual or association. 15. Except as otherwise provided herein or authorized by the Trustees of Client from time to time, BAMCO shall for all purposes herein be deemed to be an independent contractor and shall have no authority to act for or represent Client in any way or otherwise be deemed an agent of Client. <PAGE> 16. During the term of this Agreement, Client agrees to furnish BAMCO at its principal office all Prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of Client or to the public, which refer to BAMCO in any way, prior to use thereof and not to use such material if BAMCO reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, Client will continue to furnish to BAMCO copies of any of the above-mentioned materials which refer in any way to BAMCO. Client shall furnish or otherwise make available to BAMCO such other information relating to the business affairs of Client as BAMCO at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder. 17. This Agreement shall continue in effect for a period of two years from the date of its execution, and thereafter only so long as such continuance is specifically approved at least annually by Client's Trustees or by a vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. 18. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of Client or by vote of a majority of the outstanding voting Shares of Client (as defined in the 1940 Act) on not less than sixty days' written notice to BAMCO or by BAMCO on not less than sixty days' written notice to Client. 19. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) by either party. 20. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, to the extent federal law does not apply. 21. BAMCO shall have no responsibility of liability with respect to custody arrangements or the acts, omissions or other conduct of the custodian. 22. It is understood and expressly stipulated that none of the Trustees, officers, agents or shareholders of the Fund shall be personally liable hereunder. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. 23. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to BAMCO at 767 Fifth Avenue, New York, New York 10153; or (2) to the Client at 767 Fifth Avenue, New York, New York 10153. <PAGE> 24. This Agreement contains the entire agreement and may not be amended or modified in any respect unless in a writing signed by both parties obtained in conformity with the requirements of the 1940 Act and the Rules thereunder. In the event that any provision of this Agreement is declared to be invalid such declaration shall not be deemed to affect the validity of any of the other provisions. 25. Client acknowledges receipt of Part II of BAMCO's Form ADV which is filed with the Securities and Exchange Commission, and which contains information concerning BAMCO's services and fees. Agreed to as of May 20, 2008 New York, New York BAMCO, Inc. By: /s/ Patrick M. Patalino ------------------------------ Baron Investment Funds Trust on behalf of Baron iOpportunity Fund By: /s/ Linda S. Martinson ------------------------------ </TEXT> </DOCUMENT> <DOCUMENT> <TYPE>EX-99.77Q1 OTHR EXHB <SEQUENCE>8 <FILENAME>item77q1e.txt <TEXT> <PLAINTEXT> <PAGE> ADVISORY AGREEMENT This Advisory Agreement, made the 10th day of March, 2004, and amended and restated as of May 20, 2008, by and between BAMCO, Inc., a New York corporation ("BAMCO") and Baron Fifth Avenue Growth Fund, a series of Baron Investment Funds Trust (formerly known as Baron Asset Fund), a Massachusetts business trust ("Client"), Whereas Client is a series of an open-end, diversified management investment company and is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), that wishes to employ BAMCO to manage Client's portfolio (the "Account"), upon the terms and subject to the conditions hereinafter set forth; and Whereas BAMCO is an investment adviser registered under the Investment Advisers Act of 1940, as amended, that is willing to manage the Account in the manner, upon the terms and subject to the conditions hereinafter set forth; Now Therefore, in consideration of the premises and mutual agreements hereinafter set forth, the parties hereby agree as follows: 1. The Account shall consist of such cash, stocks, bonds and other securities which, from time to time, Client places under the supervision of BAMCO and/or which shall become part of the Account as a result of transactions therein, deposits of cash proceeds from the sale of Client's shares or otherwise. 2. Subject to the supervision of the Trustees of the Client, BAMCO shall have full discretion and authority to manage the Account, subject to such policies as set forth in Client's prospectus. Client shall provide the Adviser with copies of its current prospectus and statement of additional information which set forth the investment objectives, policies and investment restrictions of the Account, Declaration of Trust and By-laws. BAMCO, as Client's agent and attorney in fact and at Client's expense, is duly authorized without further approval with respect to the Account, except as otherwise required by law, (a) to make all investment decisions; (b) to vote all proxies with respect to portfolio securities in the Account; (c) to buy, sell and otherwise trade in securities; and (d) in furtherance of the foregoing, to do anything which BAMCO shall deem requisite, appropriate or advisable, including, without limitation, the submission of instructions to the custodian of the Account, and the selection of such brokers or dealers as BAMCO shall determine. 3.(a) For BAMCO's services as investment adviser to Client, Client shall pay BAMCO an advisory fee computed daily and payable monthly from Client's assets according to the following schedule, on a per annum basis, based on average daily net asset value: <TABLE> <S> <C> under $1 billion...................... 1.00% over $1 billion, less than $2 billion. 0.95% over $2 billion, less than $3 billion. 0.90% over $3 billion, less than $4 billion. 0.85% over $4 billion....................... 0.80% </TABLE> <PAGE> The fee shall be paid in arrears, within thirty (30) days after the end of each month. BAMCO agrees that for so long as it serves as the investment adviser to Client, it will limit its fees so that clients' total annual operating expenses are not greater than 1.40%. Transactional expenses such as interest expense and brokerage costs are excluded from the fee limitation. The net asset value is determined as of the close of the New York Stock Exchange on each day the Exchange is open. Securities traded on any national stock exchange or quoted on the NASDAQ National Market System are valued on the basis of the last sale price, or in the absence of any sale on the date of valuation, the last sale price on the date the security last traded. Other securities will be valued at the mean of the most recent bid and asked prices if market quotations are not readily available. Where market quotations are not readily available the securities will be valued at their fair value as determined in good faith by Client's Trustees or their delegate. Odd lot differentials and brokerage commissions will be excluded in calculating net asset value. (b) If BAMCO should serve for less than the whole of any month, its compensation shall be determined on the basis of the average daily net asset value of the Account for the month up to and including the date of termination. (c) If Client's expenses (exclusive of interest, taxes, brokerage, extraordinary expenses and amounts paid by Client pursuant to its distribution plan) in any fiscal year exceed the limits prescribed by any state in which Client's shares of common stock ("Shares") are qualified for sale, BAMCO shall, at each contract payment date, reduce its fee by the amount of any excess up to the amount of BAMCO's advisory fee as determined hereunder. Client undertakes to notify BAMCO of each state in which Client's Shares are qualified for sale. 4.(a) BAMCO shall furnish office space and all necessary office facilities, equipment and executive personnel for managing the Account without reimbursement from Client. (b) BAMCO shall pay the salaries and fees of all officers and Trustees of Client who are "interested persons" (as defined in the 1940 Act) of BAMCO. (c) BAMCO shall not be obligated to pay the following expenses: (a) audit, accounting and legal fees; (b) custodian fees; (c) fees for registering and qualifying Client's Shares with federal and state securities commissions; (d) fees for preparing shareholder reports and proxy solicitation materials; (e) fees associated with Client's Shares such as administrative servicing, dividend disbursing, transfer agent and registrar fees; (f) insurance ; (g) compensation of Trustees of Client who are not "interested persons" of BAMCO; (h) miscellaneous business expenses that are not within paragraph 4(a) above; (i) costs associated with the public offering of Client's Shares, including <PAGE> registration, filing, legal and accounting fees and costs of printing Client's prospectus and other offering documents; (j) taxes; and (k) brokerage commissions and fees incurred in connection with portfolio transactions. (d) BAMCO shall maintain all books and records with respect to Client's securities transactions required by subparagraphs (b)(5), (6), (9) and (10) and paragraph (f) of Rule 31a-1 under the 1940 Act and shall render to Client's Trustees such periodic and special reports as the Trustees may reasonably request. (e) BAMCO shall provide Client's Custodian on each business day with information relating to the execution of all portfolio transactions pursuant to standing instructions. (f) The investment management services provided by the Adviser hereunder are not to be deemed exclusive, and BAMCO shall be free to render similar services to others. 5. Client has delivered to BAMCO copies of each of the following documents and will deliver to it all future amendments and supplements, if any: (a) Declaration of Trust, filed with the Secretary of The State of Delaware (such Declaration of Trust, as in effect on the date hereof and as amended from time to time, is herein called the "Declaration of Trust"); (b) By-laws of the Trust (such By-laws, as in effect on the date hereof and as amended from time to time, are herein called the "By-laws"); (c) Certified resolutions of the Trustees of Client authorizing the appointment of BAMCO and approving the form of this Agreement; (d) Registration Statement under the 1940 Act and the Securities Act of 1933, as amended, on Form N-1A (the "Registration Statement"), as filed with the Securities and Exchange Commission (the "Commission") relating to Client and Client's Shares and all amendments thereto; (e) Notification of Registration of the Client under the 1940 Act on Form N-8A as filed with the Commission and all amendments thereto; and (f) Prospectus and Statement of Additional Information of the Trust (such Prospectus and Statement of Additional Information, as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"). 6. BAMCO shall keep Client's books and records required to be maintained by it pursuant to paragraph 9 hereof. BAMCO agrees that all records which it maintains for Client are the property of the Client, and it will surrender promptly to the Client any of such records upon Client's request. BAMCO further agrees to preserve for the periods prescribed by Rule 31a-2 as promulgated by the Commission under the 1940 Act any such records as are required to be maintained by BAMCO pursuant to paragraph 9 hereof. <PAGE> 7.(a) BAMCO understands that it is the policy of Client to obtain the best net results for Client's shareholders in the execution of brokerage transactions for the Account. BAMCO shall select all brokers in accordance with such policy and as set forth below. (b) Client represents and warrants that it has adopted procedures in conformity with Rule 17e-1 ("Procedures") of the 1940 Act to ensure that all brokerage commissions paid for portfolio transactions are reasonable and fair. Client shall inform BAMCO of such Procedures and any amendments thereto. BAMCO shall provide Client with such information as is required by the Procedures, including, among other things, a written record of each portfolio transaction effected pursuant to Rule 17e-1, setting forth the amount and source of the commission, fee or other remuneration received or to be received; the identity of the person acting as broker; the terms of the transaction; and, each quarter, such information as is necessary to enable Client to determine whether its procedures have been followed. (d) Where brokers and dealers are used to effect portfolio transactions, BAMCO may pay to those brokers and dealers, in return for research analysis, advice and similar services and/or promotion of the Client's Shares, a commission or spread which BAMCO determines is reasonable and consistent with the Client's policies. Client agrees that such research and information may be used by BAMCO to supplement the services it is required to perform hereunder. BAMCO shall have no obligation to seek the lowest commission cost to Client. BAMCO's selection of a broker will take into account factors such as: price, reliability, financial responsibility, commission rates, the ability of the broker to effect particular securities transactions, and research and similar services, all of which may enhance general portfolio management capabilities for BAMCO and/or its affiliates, notwithstanding that Client may not be the direct or exclusive beneficiary of such services. 8. BAMCO and/or BCI shall direct the clearing broker to send promptly to Client confirmations of purchases and sales and monthly statements prepared by the clearing broker. BAMCO shall provide Client with monthly and quarterly statements. On the written request of Client, BAMCO and/or BCI will send or direct the sending of any copies of the foregoing to any other person. 9. BAMCO shall keep the books of account of the Fund and compute the net asset value per share of the outstanding Shares. BAMCO shall also calculate daily the net investment income of the Fund as described in the Fund's currently effect Prospectus and shall advise the Fund and the transfer agent daily of the total amounts of such investment income and, if instructed in writing by an officer of the Fund to do so, shall advise the transfer agent periodically of the division of such net investment income among its various components. The calculations of the net asset value per share and the <PAGE> daily income of the Fund shall be made at the time or times described from time to time in the Fund's current Prospectus. BAMCO shall submit to all regulatory and administrative bodies having jurisdiction over the services provided pursuant to this Agreement, present or future, any information, reports, or other material which any such body by reason of this Agreement may request or require pursuant to applicable laws and regulations. BAMCO shall not disclose or use any records it has prepared by reason of this Agreement in any manner except as expressly authorized herein or directed by the Fund and shall keep confidential any information obtained by reason of this Agreement. 10. Client understands and agrees that: (a) BAMCO is affiliated with Baron Capital Management, Inc. a registered investment adviser; (b) BAMCO and/or its affiliates will manage accounts and perform advisory services for others; (c) depending upon investment objectives and cash availability and requirements, BAMCO and/or its affiliates may direct the sale of a particular security for certain accounts and direct the purchase of such security for other accounts, and, accordingly, transactions in particular accounts may not be consistent with transactions in other accounts; (d) where there is a limited supply of a security, BAMCO in conjunction with its affiliates will allocate investment opportunities in a matter deemed equitable by BAMCO; (e) BAMCO and/or its affiliates, principals and employees may from time to time have an interest, direct or indirect, in a security which is purchased, sold or otherwise traded for the Account, and BAMCO and/or its affiliates may effect transactions in said security for the Account that may be the same as or different from the action which BAMCO, its affiliates or such other persons may take with respect thereto for its or their accounts. 11. Client and BAMCO represent and warrant that each (i) has adopted and supplied to one another a copy of a written code of ethics complying with Rule 17j-1 of the Investment Company Act of 1940 and (ii) will obtain such reports and maintain such records as are specified in Rule 17j-1. 12. Client acknowledges that the word "Baron" in Client's name is derived from the name of the entities controlling, directly and indirectly, BAMCO, which derive their names from Mr. Ronald Baron; and that such name is the property of BAMCO, its affiliated companies and Ronald Baron for copyright and/or other similar purposes. Client understands and agrees that Client may use "Baron" as part of its name only for so long as BAMCO serves as investment adviser to Client, and if BAMCO ceases to be Client's investment adviser, Client will promptly take all steps necessary to change its name (to the extent it lawfully can) to one that does not include "Baron," when it receives BAMCO's written consent to continue using "Baron" in its name. 13. BAMCO shall have no liability to Client or its shareholders for any error of judgment or mistake of law or for any loss suffered by Client, provided that BAMCO shall not be protected against liabilities arising by virtue of willful misfeasance, bad faith or gross negligence, or reckless disregard of BAMCO's obligations hereunder. <PAGE> 14. Nothing in this Agreement shall limit or restrict the right of any of BAMCO's directors, officers, or employees who may also be a Trustee, officer or employee of Client to engage in any other business or to devote his time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict BAMCO's right to engage in any other business or to render services of any kind to any other corporation, trust, firm, individual or association. 15. Except as otherwise provided herein or authorized by the Trustees of Client from time to time, BAMCO shall for all purposes herein be deemed to be an independent contractor and shall have no authority to act for or represent Client in any way or otherwise be deemed an agent of Client. 16. During the term of this Agreement, Client agrees to furnish BAMCO at its principal office all Prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of Client or to the public, which refer to BAMCO in any way, prior to use thereof and not to use such material if BAMCO reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, Client will continue to furnish to BAMCO copies of any of the above-mentioned materials which refer in any way to BAMCO. Client shall furnish or otherwise make available to BAMCO such other information relating to the business affairs of Client as BAMCO at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder. 17. This Agreement shall continue in effect for a period of two years from the date of its execution, and thereafter only so long as such continuance is specifically approved at least annually by Client's Trustees or by a vote of a majority of the Trustees who are not parties to this Agreement or interested persons of any such party. 18. This Agreement may be terminated at any time, without the payment of any penalty, by the Trustees of Client or by vote of a majority of the outstanding voting Shares of Client (as defined in the 1940 Act) on not less than sixty days' written notice to BAMCO or by BAMCO on not less than sixty days' written notice to Client. 19. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) by either party. 20. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, to the extent federal law does not apply. 21. BAMCO shall have no responsibility of liability with respect to custody arrangements or the acts, omissions or other conduct of the custodian. 22. It is understood and expressly stipulated that none of the Trustees, officers, agents or shareholders of the Fund shall be personally liable hereunder. All persons dealing with the Fund must look solely to the property of the Fund for the enforcement of any claims against the Fund as neither the Trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of the Fund. <PAGE> 23. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to BAMCO at 767 Fifth Avenue, New York, New York 10153; or (2) to the Client at 767 Fifth Avenue, New York, New York 10153. 24. This Agreement contains the entire agreement and may not be amended or modified in any respect unless in a writing signed by both parties obtained in conformity with the requirements of the 1940 Act and the Rules thereunder. In the event that any provision of this Agreement is declared to be invalid such declaration shall not be deemed to affect the validity of any of the other provisions. 25. Client acknowledges receipt of Part II of BAMCO's Form ADV which is filed with the Securities and Exchange Commission, and which contains information concerning BAMCO's services and fees. Agreed to as of May 20, 2008 New York, New York BAMCO, Inc. By: /s/ Patrick M. Patalino ------------------------------ Baron Investment Funds Trust on behalf of Baron Fifth Avenue Growth Fund By: /s/ Linda S. Martinson ------------------------------ </TEXT> </DOCUMENT> </SEC-DOCUMENT> -----END PRIVACY-ENHANCED MESSAGE-----