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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORFOLIO HOLDINGS OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-5032

BARON INVESTMENT FUNDS TRUST f/k/a
BARON ASSET FUND

(Exact Name of Registrant as Specified in Charter)

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

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

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

Date of fiscal year end: September 30

Date of reporting period: June 30, 2013

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

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

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

SEC 2455 (8-05)

Item 1. Schedule of Investments

 Baron Asset Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (96.80%)
Consumer Discretionary (26.24%)
		Apparel, Accessories & Luxury Goods (3.76%)
	175,000	Fossil Group, Inc. (formerly, Fossil, Inc.) 1	$	13,482,048	$	18,079,250
	400,000	Ralph Lauren Corp.		7,385,514		69,496,000
				20,867,562		87,575,250
		Automotive Retail (1.49%)
	750,000	CarMax, Inc. 1		14,772,082		34,620,000
		Broadcasting (3.30%)
	800,000	Discovery Communications, Inc., Cl A 1		20,124,774		61,768,000
	120,000	Liberty Media Corp. 1		8,488,154		15,211,200
				28,612,928		76,979,200
		Cable & Satellite (0.13%)
	135,000	Starz Series A (formerly, Starz Liberty Capital) 1		1,098,254		2,983,500
		Casinos & Gaming (2.06%)
	375,000	Wynn Resorts Ltd.		1,245,697		48,000,000
		Education Services (0.43%)
	325,000	DeVry, Inc.		546,016		10,081,500
		Hotels, Resorts & Cruise Lines (3.80%)
	800,000	Choice Hotels International, Inc.		3,917,852		31,752,000
	1,025,000	Hyatt Hotels Corp., Cl A 1		30,808,659		41,369,000
	507,471	Norwegian Cruise Line Holdings Ltd. 1,2		9,641,949		15,381,446
				44,368,460		88,502,446
		Internet Retail (4.02%)
	1,102,295	HomeAway, Inc. 1		29,580,281		35,648,220
	70,000	priceline.com, Inc. 1		11,322,990		57,899,100
				40,903,271		93,547,320
		Leisure Facilities (2.64%)
	1,000,000	Vail Resorts, Inc.		19,491,424		61,520,000
		Specialty Stores (4.61%)
	750,000	Dick’s Sporting Goods, Inc.		20,465,452		37,545,000
	500,000	Tiffany & Co.		15,543,940		36,420,000
	285,000	Tractor Supply Co.		18,855,913		33,518,850
				54,865,305		107,483,850
Total Consumer Discretionary				226,770,999		611,293,066

Shares			Cost		Value
Common Stocks (continued)
Consumer Staples (0.64%)
		Food Distributors (0.64%)
	275,000	United Natural Foods, Inc. 1	$	14,611,785	$	14,847,250
Energy (4.67%)
		Oil & Gas Drilling (1.20%)
	450,000	Helmerich & Payne, Inc.		13,140,149		28,102,500
		Oil & Gas Equipment & Services (2.13%)
	235,000	Core Laboratories N.V. 2		16,127,180		35,640,100
	150,000	Oil States International, Inc. 1		10,032,536		13,896,000
				26,159,716		49,536,100
		Oil & Gas Exploration & Production (0.99%)
	274,500	Concho Resources, Inc. 1		12,981,350		22,981,140
		Oil & Gas Storage & Transportation (0.35%)
	199,934	Western Gas Equity Partners LP		4,398,548		8,231,283
Total Energy				56,679,763		108,851,023
Financials (12.08%)
		Asset Management & Custody Banks (1.67%)
	400,000	Eaton Vance Corp.		7,605,392		15,036,000
	325,000	T. Rowe Price Group, Inc.		7,848,785		23,773,750
				15,454,177		38,809,750
		Investment Banking & Brokerage (3.08%)
	3,375,000	The Charles Schwab Corp.		4,325,436		71,651,250
		Office REITs (1.19%)
	94,000	Alexander’s, Inc. 4		4,556,585		27,608,740
		Property & Casualty Insurance (3.24%)
	1,475,000	Arch Capital Group Ltd. 1,2		16,099,416		75,829,750
		Real Estate Services (2.16%)
	2,150,000	CBRE Group, Inc., Cl A 1		29,247,253		50,224,000
		Regional Banks (0.74%)
	450,000	First Republic Bank		11,878,902		17,316,000
Total Financials				81,561,769		281,439,490

See Notes to Schedules of Investments.

 Baron Asset Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Health Care (12.92%)
		Biotechnology (0.50%)
	275,000	Quintiles Transnational Holdings, Inc. 1	$	11,926,446	$	11,704,000
		Health Care Distributors (1.44%)
	350,000	Henry Schein, Inc. 1		9,382,832		33,512,500
		Health Care Equipment (3.93%)
	850,000	IDEXX Laboratories, Inc. 1		35,193,619		76,313,000
	30,000	Intuitive Surgical, Inc. 1		2,903,761		15,197,400
				38,097,380		91,510,400
		Health Care Facilities (0.86%)
	300,000	Universal Health Services, Inc., Cl B		17,739,501		20,088,000
		Health Care Technology (0.56%)
	135,000	Cerner Corp. 1		5,888,938		12,972,150
		Life Sciences Tools & Services (4.46%)
	650,000	Illumina, Inc. 1		28,570,042		48,646,000
	275,000	Mettler-Toledo International, Inc. 1		17,214,470		55,330,000
				45,784,512		103,976,000
		Pharmaceuticals (1.17%)
	225,000	Perrigo Co.		16,355,774		27,225,000
Total Health Care				145,175,383		300,988,050
Industrials (20.26%)
		Air Freight & Logistics (0.97%)
	400,000	C.H. Robinson Worldwide, Inc.		7,292,178		22,524,000
		Electrical Components & Equipment (1.73%)
	325,000	Roper Industries, Inc.		28,285,642		40,371,500
		Environmental & Facilities Services (2.25%)
	325,000	Clean Harbors, Inc. 1		18,239,236		16,422,250
	325,000	Stericycle, Inc. 1		9,162,173		35,889,750
				27,401,409		52,312,000
		Industrial Machinery (4.44%)
	940,000	Colfax Corp. 1		30,232,157		48,983,400
	135,000	The Middleby Corp. 1		20,316,962		22,962,150
	475,000	Pall Corp.		31,407,265		31,554,250
				81,956,384		103,499,800
		Research & Consulting Services (7.11%)
	215,000	IHS, Inc., Cl A 1		20,380,880		22,441,700
	1,600,000	Nielsen Holdings N.V. 2		40,612,243		53,744,000
	1,500,000	Verisk Analytics, Inc., Cl A 1		39,224,920		89,550,000
				100,218,043		165,735,700

Shares			Cost		Value
Common Stocks (continued)
Industrials (continued)
		Trading Companies & Distributors (3.76%)
	1,275,000	Fastenal Co.	$	23,330,149	$	58,458,750
	1,050,000	MRC Global, Inc. 1		25,092,205		29,001,000
				48,422,354		87,459,750
Total Industrials				293,576,010		471,902,750
Information Technology (16.01%)
		Application Software (4.49%)
	700,000	ANSYS, Inc. 1		21,311,741		51,170,000
	525,000	FactSet Research Systems, Inc.		28,837,255		53,518,500
				50,148,996		104,688,500
		Data Processing & Outsourced Services (2.53%)
	725,000	FleetCor Technologies, Inc. 1		26,676,932		58,942,500
		Internet Software & Services (2.61%)
	190,000	LinkedIn Corp., Cl A 1		11,166,201		33,877,000
	600,000	VeriSign, Inc. 1		27,498,020		26,796,000
				38,664,221		60,673,000
		IT Consulting & Other Services (5.55%)
	175,000	Equinix, Inc. 1,4		12,335,413		32,326,000
	1,700,000	Gartner, Inc. 1		37,410,778		96,883,000
				49,746,191		129,209,000
		Systems Software (0.83%)
	450,000	MICROS Systems, Inc. 1		21,613,220		19,417,500
Total Information Technology				186,849,560		372,930,500
Materials (0.96%)
		Industrial Gases (0.96%)
	235,000	Airgas, Inc.		15,483,654		22,433,100
Telecommunication Services (3.02%)
		Wireless Telecommunication Services (3.02%)
	950,000	SBA Communications Corp., Cl A 1		29,079,648		70,414,000
TOTAL COMMON STOCKS				1,049,788,571		2,255,099,229

See Notes to Schedules of Investments.

 Baron Asset Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2013 (UNAUDITED)

Shares			Cost		Value
Private Equity Investments (1.44%)
Consumer Discretionary (0.35%)
		Hotels, Resorts & Cruise Lines (0.35%)
	5,200,000	Kerzner International Holdings Ltd., Cl A 1,2,3,4,6	$	52,000,000	$	8,216,000
Financials (1.09%)
		Asset Management & Custody Banks (1.09%)
	7,056,223	Windy City Investments Holdings, L.L.C. 1,3,4,6		34,581,905		25,261,277
TOTAL PRIVATE EQUITY INVESTMENTS				86,581,905		33,477,277
Principal Amount
Short Term Investments (1.52%)
$	35,467,710	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/28/2013, 0.01% due 7/1/2013; Proceeds at maturity - $35,467,739; (Fully collateralized by $14,650,000 U.S. Treasury Note, 1.75% due 5/15/2022; Market value - $13,987,073 and $23,455,000 U.S. Treasury Note, 1.625% due 8/15/2022; Market value - $22,194,294) 5		35,467,710		35,467,710
TOTAL INVESTMENTS (99.76%)			$	1,171,838,186		2,324,044,216
CASH AND OTHER ASSETS LESS LIABILITIES (0.24%)						5,597,867
NET ASSETS					$	2,329,642,083
RETAIL SHARES (Equivalent to $56.20 per share based on 33,731,902 shares outstanding)					$	1,895,589,159
INSTITUTIONAL SHARES (Equivalent to $56.92 per share based on 7,626,149 shares outstanding)					$	434,052,924

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At June 30, 2013, the market value of restricted and fair valued securities amounted to $33,477,277 or 1.44% of net assets. None of these securities are deemed liquid. See Note 3 regarding Restricted Securities.
4	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.
5	Level 2 security. See Note 4 regarding Fair Value Measurements.
6	Level 3 security. See Note 4 regarding Fair Value Measurements.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

 Baron Growth Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2013 (UNAUDITED)

Shares				Cost		Value
Common Stocks (95.36%)
Consumer Discretionary (24.11%)
		Apparel Retail (0.13%)
	650,000	Cia. Hering SA (Brazil) 2	$	9,491,847	$	9,178,972
		Apparel, Accessories & Luxury Goods (2.10%)
	2,400,000	Under Armour, Inc., Cl A 1		38,491,543		143,304,000
		Automotive Retail (0.34%)
	750,000	Penske Automotive Group, Inc.		13,032,059		22,905,000
		Casinos & Gaming (3.66%)
	2,000,000	Ameristar Casinos, Inc. 4		37,023,539		52,580,000
	2,669,200	Penn National Gaming, Inc. 1		75,092,649		141,093,912
	2,900,000	Pinnacle Entertainment, Inc. 1		47,133,881		57,043,000
				159,250,069		250,716,912
		Distributors (3.15%)
	8,375,000	LKQ Corp. 1		54,827,006		215,656,250
		Education Services (2.33%)
	1,680,714	Bright Horizons Family Solutions, Inc. 1		54,041,975		58,337,583
	3,250,000	DeVry, Inc. 4		53,092,260		100,815,000
				107,134,235		159,152,583
		Home Improvement Retail (1.34%)
	1,180,000	Lumber Liquidators Holdings, Inc. 1		27,982,185		91,886,600
		Hotels, Resorts & Cruise Lines (2.61%)
	3,007,500	Choice Hotels International, Inc. 4		74,341,448		119,367,675
	2,640,000	Interval Leisure Group, Inc.		49,726,191		52,588,800
	150,000	Marriott Vacations Worldwide Corp. 1		6,373,784		6,486,000
				130,441,423		178,442,475
		Leisure Facilities (2.12%)
	2,063,250	Vail Resorts, Inc. 4		59,764,025		126,931,140
	1,358,700	Whistler Blackcomb Holdings, Inc. (Canada) 2		15,542,103		18,060,879
				75,306,128		144,992,019
		Leisure Products (0.10%)
	300,000	BRP, Inc. (Canada) 1,2		6,242,137		6,988,685
		Movies & Entertainment (0.68%)
	2,917,805	Manchester United plc, Cl A 1,2		39,472,474		46,451,456
		Publishing (1.33%)
	1,175,000	Morningstar, Inc.		25,213,450		91,156,500

Shares				Cost		Value
Common Stocks (continued)
Consumer Discretionary (continued)
		Restaurants (1.22%)
	450,000	Panera Bread Co., Cl A 1	$	15,602,751	$	83,673,000
		Specialty Stores (3.00%)
	4,100,000	Dick’s Sporting Goods, Inc.		69,383,822		205,246,000
Total Consumer Discretionary				771,871,129		1,649,750,452
Consumer Staples (4.93%)
		Brewers (0.50%)
	201,400	The Boston Beer Co., Inc., Cl A 1		29,104,380		34,366,896
		Food Distributors (1.81%)
	2,290,237	United Natural Foods, Inc. 1		98,857,949		123,649,896
		Household Products (1.35%)
	1,500,000	Church & Dwight Co., Inc.		27,340,827		92,565,000
		Packaged Foods & Meats (1.27%)
	1,325,000	TreeHouse Foods, Inc. 1		52,766,413		86,840,500
Total Consumer Staples				208,069,569		337,422,292
Energy (5.68%)
		Coal & Consumable Fuels (0.05%)
	1,150,000	Ceres, Inc. 1		14,950,000		3,599,500
		Oil & Gas Drilling (0.82%)
	900,000	Helmerich & Payne, Inc.		20,239,977		56,205,000
		Oil & Gas Equipment & Services (2.99%)
	330,000	CARBO Ceramics, Inc.		21,169,022		22,251,900
	750,000	Core Laboratories N.V. 2		17,648,703		113,745,000
	825,000	SEACOR Holdings, Inc. 1		41,483,601		68,516,250
				80,301,326		204,513,150
		Oil & Gas Exploration & Production (0.62%)
	500,000	Denbury Resources, Inc. 1		2,806,886		8,660,000
	247,191	Oasis Petroleum, Inc. 1		3,460,674		9,608,314
	400,000	SM Energy Co.		13,315,693		23,992,000
				19,583,253		42,260,314

See Notes to Schedules of Investments.

 Baron Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2013 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Energy (continued)
		Oil & Gas Storage & Transportation (1.20%)
	80,000	MPLX LP	$	1,760,000	$	2,944,800
	1,228,082	Targa Resources Corp.		37,352,560		79,002,515
				39,112,560		81,947,315
Total Energy				174,187,116		388,525,279
Financials (14.48%)
		Asset Management & Custody Banks (4.52%)
	1,994,899	The Carlyle Group		43,767,989		51,268,904
	2,150,000	Cohen & Steers, Inc.		60,103,478		73,057,000
	1,450,000	Eaton Vance Corp.		25,648,439		54,505,500
	1,199,681	Financial Engines, Inc.		18,866,956		54,693,457
	610,000	Manning & Napier, Inc.		7,338,907		10,833,600
	1,230,195	Oaktree Capital Group, LLC		53,958,848		64,646,747
				209,684,617		309,005,208
		Diversified REITs (0.32%)
	712,000	American Assets Trust, Inc.		14,309,605		21,972,320
		Life & Health Insurance (1.33%)
	2,441,106	Primerica, Inc.		55,247,326		91,395,009
		Multi-Sector Holdings (0.16%)
	425,000	Leucadia National Corp.		4,912,289		11,143,500
		Office REITs (1.82%)
	135,000	Alexander’s, Inc. 5		28,435,048		39,650,850
	3,400,000	Douglas Emmett, Inc.		47,518,561		84,830,000
				75,953,609		124,480,850
		Property & Casualty Insurance (3.10%)
	4,125,000	Arch Capital Group Ltd. 1,2		40,614,565		212,066,250
		Residential REITs (0.37%)
	625,000	American Campus Communities, Inc.		17,129,104		25,412,500
		Specialized Finance (1.52%)
	3,125,000	MSCI, Inc. 1		66,394,463		103,968,750

Shares				Cost		Value
Common Stocks (continued)
Financials (continued)
		Specialized REITs (1.34%)
	775,000	Alexandria Real Estate Equities, Inc. 5	$	29,669,521	$	50,933,000
	1,650,000	LaSalle Hotel Properties		38,833,840		40,755,000
				68,503,361		91,688,000
Total Financials				552,748,939		991,132,387
Health Care (8.65%)
		Health Care Equipment (1.57%)
	400,000	Edwards Lifesciences Corp. 1		5,349,910		26,880,000
	900,000	IDEXX Laboratories, Inc. 1		28,558,026		80,802,000
				33,907,936		107,682,000
		Health Care Facilities (2.93%)
	300,000	Brookdale Senior Living, Inc. 1		5,976,500		7,932,000
	4,000,000	Community Health Systems, Inc. 1		77,630,412		187,520,000
	200,000	VCA Antech, Inc. 1		3,991,558		5,218,000
				87,598,470		200,670,000
		Health Care Services (0.11%)
	150,000	IPC The Hospitalist Co., Inc. 1		3,121,417		7,704,000
		Health Care Supplies (0.41%)
	175,000	Neogen Corp. 1		3,887,774		9,723,000
	258,262	West Pharmaceutical Services, Inc.		17,591,659		18,145,488
				21,479,433		27,868,488
		Life Sciences Tools & Services (2.51%)
	550,000	Mettler-Toledo International, Inc. 1		27,486,940		110,660,000
	880,943	TECHNE Corp.		46,631,249		60,855,543
				74,118,189		171,515,543
		Pharmaceuticals (1.12%)
	3,377,485	CFR Pharmaceuticals SA 144A, ADR 2,6		78,138,651		76,263,611
Total Health Care				298,364,096		591,703,642
Industrials (13.94%)
		Diversified Support Services (1.80%)
	4,000,000	Copart, Inc. 1		49,463,498		123,200,000

See Notes to Schedules of Investments.

 Baron Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2013 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Industrials (continued)
		Electrical Components & Equipment (1.82%)
	3,365,000	Generac Holdings, Inc. 1	$	29,461,428	$	124,538,650
		Environmental & Facilities Services (0.17%)
	500,000	Tetra Tech, Inc. 1		9,839,895		11,755,000
		Industrial Machinery (4.71%)
	2,315,480	Colfax Corp. 1		53,608,386		120,659,663
	850,000	The Middleby Corp. 1		74,456,718		144,576,500
	400,000	Valmont Industries, Inc.		32,589,034		57,236,000
				160,654,138		322,472,163
		Marine (0.17%)
	573,026	Seaspan Corp. 2		11,575,731		11,890,289
		Railroads (2.48%)
	2,000,000	Genesee & Wyoming, Inc., Cl A 1		32,221,169		169,680,000
		Research & Consulting Services (1.07%)
	427,220	The Advisory Board Co. 1		21,925,446		23,347,573
	375,000	IHS, Inc., Cl A 1		15,320,116		39,142,500
	600,000	Mistras Group, Inc. 1		7,563,468		10,548,000
				44,809,030		73,038,073
		Trading Companies & Distributors (1.36%)
	2,000,000	Air Lease Corp.		47,523,423		55,180,000
	485,000	MSC Industrial Direct Co., Inc., Cl A		17,282,737		37,568,100
				64,806,160		92,748,100
		Trucking (0.36%)
	475,000	Landstar System, Inc.		11,073,375		24,462,500
Total Industrials				413,904,424		953,784,775
Information Technology (19.43%)
		Application Software (10.15%)
	2,109,430	Advent Software, Inc. 1		45,086,736		73,956,616
	2,125,000	ANSYS, Inc. 1		51,478,172		155,337,500
	654,325	Bottomline Technologies (de), Inc. 1		17,541,044		16,547,879
	825,000	Concur Technologies, Inc. 1		18,214,873		67,138,500
	1,600,000	FactSet Research Systems, Inc.		80,624,740		163,104,000
	1,013,887	Guidewire Software, Inc. 1		31,534,542		42,633,948
	1,600,000	Pegasystems, Inc.		49,240,202		52,992,000
	1,150,000	RealPage, Inc. 1		28,164,221		21,091,000
	3,087,713	SS&C Technologies Holdings, Inc. 1		52,369,849		101,585,758
				374,254,379		694,387,201

Shares				Cost		Value
Common Stocks (continued)
Information Technology (continued)
		Data Processing & Outsourced Services (1.66%)
	1,525,000	MAXIMUS, Inc.	$	58,567,377	$	113,582,000
		Electronic Equipment & Instruments (0.69%)
	650,000	FEI Company		24,367,636		47,443,500
		Internet Software & Services (2.17%)
	999,653	CoStar Group, Inc. 1		44,116,616		129,025,213
	350,000	Zillow, Inc., Cl A 1		9,079,412		19,705,000
				53,196,028		148,730,213
		IT Consulting & Other Services (3.95%)
	6,200,000	Booz Allen Hamilton Holding Corp.		86,190,603		107,756,000
	2,850,000	Gartner, Inc. 1		45,787,107		162,421,500
				131,977,710		270,177,500
		Systems Software (0.81%)
	3,568,750	TOTVS SA (Brazil) 2		48,597,857		55,578,041
Total Information Technology				690,960,987		1,329,898,455
Materials (0.84%)
		Construction Materials (0.67%)
	1,700,000	CaesarStone Sdot-Yam Ltd. 1,2		30,268,064		46,291,000
		Fertilizers & Agricultural Chemicals (0.17%)
	2,573,318	Agrinos AS (Mexico) 1,2		14,008,024		7,583,098
	200,000	Intrepid Potash, Inc. 1		6,214,807		3,810,000
				20,222,831		11,393,098
Total Materials				50,490,895		57,684,098
Telecommunication Services (0.30%)
		Wireless Telecommunication Services (0.30%)
	275,000	SBA Communications Corp., Cl A 1		972,124		20,383,000

See Notes to Schedules of Investments.

 Baron Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2013 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Utilities (3.00%)
		Electric Utilities (3.00%)
	2,245,000	ITC Holdings Corp.	$	69,683,649	$	204,968,500
TOTAL COMMON STOCKS				3,231,252,928		6,525,252,880
Private Equity Investments (0.37%)
Consumer Discretionary (0.17%)
		Hotels, Resorts & Cruise Lines (0.17%)
	7,400,000	Kerzner International Holdings Ltd., Cl A 1,2,3,5,7		74,000,000		11,692,000
Financials (0.13%)
		Asset Management & Custody Banks (0.13%)
	2,375,173	Windy City Investments Holdings, L.L.C. 1,3,5,7		8,630,998		8,503,121
Health Care (0.07%)
		Health Care Technology (0.07%)
	828,286	Castlight Health, Inc. 1,3,5,7		4,999,998		4,999,998
Utilities (0.00%)
		Independent Power Producers & Energy Traders (0.00%)
	4,811,674	Better Place, Inc., Series C Preferred 1,2,3,5,7		21,845,000		0
TOTAL PRIVATE EQUITY INVESTMENTS				109,475,996		25,195,119
Principal Amount
Short Term Investments (4.13%)
$	282,799,102	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/28/2013, 0.01% due 7/1/2013; Proceeds at maturity - $282,799,338; (Fully collateralized by $25,000,000 U.S. Treasury Note, 3.75% due 11/15/2018; Market value - $28,000,000, $129,000,000 U.S. Treasury Note, 2.25% due 11/30/2017; Market value - $134,936,322, $75,000,000 U.S. Treasury Note, 1.375% due 12/31/2018; Market value - $74,718,750, $510,000 U.S. Treasury Note, 0.625% due 5/31/2017; Market value - $501,877, $50,000,000 U.S. Treasury Note, 1.00% due 6/30/2019; Market value - $48,375,000 and $2,000,000 U.S. Treasury Note, 1.00% due 8/31/2019; Market value - $1,925,000) 6		282,799,102		282,799,102

	Cost			Value
TOTAL INVESTMENTS (99.86%)	$	3,623,528,026	$	6,833,247,101
CASH AND OTHER ASSETS LESS LIABILITIES (0.14%)				9,676,988
NET ASSETS			$	6,842,924,089
RETAIL SHARES (Equivalent to $61.92 per share based on 69,790,550 shares outstanding)			$	4,321,445,544
INSTITUTIONAL SHARES (Equivalent to $62.47 per share based on 40,365,792 shares outstanding)			$	2,521,478,545

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At June 30, 2013, the market value of restricted and fair valued securities amounted to $25,195,119 or 0.37% of net assets. None of these securities are deemed liquid. See Note 3 regarding Restricted Securities.
4	See Note 6 regarding “Affiliated” companies.

5	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.
6	Level 2 security. See Note 4 regarding Fair Value Measurements.
7	Level 3 security. See Note 4 regarding Fair Value Measurements.
ADR	American Depositary Receipt.
144A	Security is exempt from registration pursuant to Rule 144A under the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to policies and procedures approved by the Board of Trustees, unless otherwise noted. At June 30, 2013, the market value of Rule 144A securities amounted to $76,263,611 or 1.12% of net assets.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

 Baron Small Cap Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2013 (UNAUDITED)

Shares		Cost		Value
Common Stocks (96.74%)
Consumer Discretionary (22.80%)
	Advertising (0.68%)
2,000,000	National CineMedia, Inc.	$	33,889,974	$	33,780,000
	Apparel, Accessories & Luxury Goods (4.52%)
650,000	Fossil Group, Inc. (formerly, Fossil, Inc.) 1		15,294,653		67,151,500
2,700,000	Iconix Brand Group, Inc. 1		40,806,341		79,407,000
6,500,000	Quiksilver, Inc. 1		21,245,177		41,860,000
1,500,000	Tumi Holdings, Inc. 1		29,373,217		36,000,000
			106,719,388		224,418,500
	Broadcasting (2.55%)
1,000,000	Liberty Media Corp. 1		12,335,040		126,760,000
	Cable & Satellite (0.44%)
1,000,000	Starz Series A (formerly, Starz Liberty Capital) 1		1,418,284		22,100,000
	Casinos & Gaming (3.96%)
3,000,000	Penn National Gaming, Inc. 1		78,076,600		158,580,000
300,000	Wynn Resorts Ltd.		2,313,528		38,400,000
			80,390,128		196,980,000
	Education Services (0.87%)
1,250,000	Bright Horizons Family Solutions, Inc. 1		39,918,658		43,387,500
	Home Improvement Retail (1.41%)
900,000	Lumber Liquidators Holdings, Inc. 1		18,394,440		70,083,000
	Homefurnishing Retail (1.22%)
1,500,000	Mattress Firm Holding Corp. 1		38,344,770		60,450,000
	Hotels, Resorts & Cruise Lines (0.42%)
12,868,000	Mandarin Oriental International Ltd. (Singapore) 2		25,058,463		20,781,820
	Internet Retail (1.98%)
2,250,000	HomeAway, Inc. 1		54,558,103		72,765,000
3,035,227	Vitacost.com, Inc. 1,4		28,626,533		25,647,668
			83,184,636		98,412,668
	Movies & Entertainment (1.61%)
1,350,000	The Madison Square Garden Co., Cl A 1		34,741,205		79,987,500

Shares		Cost		Value
Common Stocks (continued)
Consumer Discretionary (continued)
	Restaurants (3.14%)
1,750,000	BJ’s Restaurants, Inc. 1,4	$	65,546,796	$	64,925,000
1,250,000	Bravo Brio Restaurant Group, Inc. 1,4		18,548,404		22,275,000
1,650,000	The Cheesecake Factory, Inc.		39,429,179		69,118,500
			123,524,379		156,318,500
Total Consumer Discretionary			597,919,365		1,133,459,488
Consumer Staples (3.45%)
	Food Distributors (2.18%)
1,750,000	The Chefs’ Warehouse, Inc. 1,4		26,761,792		30,100,000
1,450,000	United Natural Foods, Inc. 1		62,683,145		78,285,500
			89,444,937		108,385,500
	Food Retail (1.27%)
1,126,537	Fairway Group Holdings Corp. 1		17,756,065		27,228,399
750,000	Susser Holdings Corp. 1		30,188,888		35,910,000
			47,944,953		63,138,399
Total Consumer Staples			137,389,890		171,523,899
Energy (8.56%)
	Oil & Gas Equipment & Services (3.03%)
500,000	CARBO Ceramics, Inc.		34,457,138		33,715,000
450,000	Core Laboratories N.V. 2		17,021,125		68,247,000
1,600,000	Forum Energy Technologies, Inc. 1		33,184,101		48,688,000
			84,662,364		150,650,000
	Oil & Gas Exploration & Production (1.39%)
502,099	Bonanza Creek Energy, Inc. 1		15,723,864		17,804,430
5,627,689	Halcon Resources Corp. 1		45,393,681		31,908,997
500,000	Oasis Petroleum, Inc. 1		7,000,000		19,435,000
			68,117,545		69,148,427
	Oil & Gas Storage & Transportation (4.14%)
674,710	Golar LNG Partners L.P. 2		16,226,205		23,007,611
814,070	MPLX LP		20,095,362		29,965,917
4,500,000	Scorpio Tankers Inc. 2		37,438,225		40,410,000
1,150,000	Susser Petroleum Partners LP 4		26,138,991		33,695,000

See Notes to Schedules of Investments.

 Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2013 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Energy (continued)
	Oil & Gas Storage & Transportation (continued)
750,000	Targa Resources Corp.	$	17,965,719	$	48,247,500
500,000	Tesoro Logistics LP		20,942,214		30,230,000
			138,806,716		205,556,028
Total Energy			291,586,625		425,354,455
Financials (6.12%)
	Asset Management & Custody Banks (2.14%)
623,000	Artisan Partners Asset Management, Inc. 1		21,081,339		31,093,930
1,650,000	Financial Engines, Inc.		25,939,077		75,223,500
			47,020,416		106,317,430
	Office REITs (1.33%)
750,000	SL Green Realty Corp.		17,178,705		66,142,500
	Real Estate Services (0.70%)
1,500,000	CBRE Group, Inc., Cl A 1		7,261,912		35,040,000
	Specialized REITs (1.95%)
2,000,000	Chesapeake Lodging Trust		35,285,655		41,580,000
1,500,000	LaSalle Hotel Properties		34,882,420		37,050,000
1,500,000	Sunstone Hotel Investors, Inc. 1		17,734,422		18,120,000
			87,902,497		96,750,000
Total Financials			159,363,530		304,249,930
Health Care (9.28%)
	Health Care Equipment (4.29%)
1,250,000	DexCom, Inc. 1		17,100,776		28,062,500
670,922	IDEXX Laboratories, Inc. 1		21,699,129		60,235,377
1,250,000	Insulet Corp. 1		22,662,247		39,262,500
100,000	Intuitive Surgical, Inc. 1		1,450,000		50,658,000
1,650,000	Masimo Corp. 1		35,506,954		34,980,000
			98,419,106		213,198,377
	Health Care Facilities (2.29%)
2,985,000	Brookdale Senior Living, Inc. 1		53,151,499		78,923,400
1,500,000	Emeritus Corp. 1		42,381,389		34,770,000
			95,532,888		113,693,400
	Health Care Supplies (0.32%)
1,200,000	Endologix, Inc. 1		15,625,234		15,936,000

Shares		Cost		Value
Common Stocks (continued)
Health Care (continued)
	Life Sciences Tools & Services (2.38%)
300,000	Covance, Inc. 1	$	10,515,515	$	22,842,000
1,000,000	ICON plc 1,2		29,731,027		35,430,000
300,000	Mettler-Toledo International, Inc. 1		17,537,046		60,360,000
			57,783,588		118,632,000
Total Health Care			267,360,816		461,459,777
Industrials (19.16%)
	Aerospace & Defense (5.04%)
1,750,000	DigitalGlobe, Inc. 1		50,588,069		54,267,500
3,000,000	The KEYW Holding Corp. 1,4		34,301,184		39,750,000
1,000,000	TransDigm Group, Inc. 1		23,025,486		156,770,000
			107,914,739		250,787,500
	Building Products (0.60%)
1,500,000	Ply Gem Holdings, Inc. 1		33,002,897		30,090,000
	Electrical Components & Equipment (2.94%)
1,000,000	Acuity Brands, Inc.		54,396,208		75,520,000
1,250,000	Polypore International, Inc. 1		46,003,687		50,375,000
1,003,000	Thermon Group Holdings, Inc. 1		22,776,818		20,461,200
			123,176,713		146,356,200
	Environmental & Facilities Services (3.24%)
1,150,000	Clean Harbors, Inc. 1		29,600,019		58,109,500
2,500,000	Waste Connections, Inc.		44,418,371		102,850,000
			74,018,390		160,959,500
	Human Resource & Employment Services (0.54%)
1,000,000	On Assignment, Inc. 1		17,397,767		26,720,000
	Industrial Machinery (3.26%)
711,876	Graco, Inc.		16,230,765		44,997,682
750,000	Nordson Corp.		22,985,460		51,982,500
350,000	Proto Labs, Inc. 1		10,850,000		22,739,500
2,500,000	Rexnord Corp. 1		47,210,824		42,125,000
			97,277,049		161,844,682
	Office Services & Supplies (0.50%)
1,451,700	Interface, Inc.		19,589,709		24,635,349

See Notes to Schedules of Investments.

 Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2013 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Industrials (continued)
	Railroads (1.38%)
809,050	Genesee & Wyoming, Inc., Cl A 1	$	22,253,549	$	68,639,802
	Research & Consulting Services (1.52%)
1,000,000	Acacia Research Corp. 1		35,243,675		22,350,000
650,000	The Advisory Board Company 1		32,549,205		35,522,500
1,000,000	Mistras Group, Inc. 1		11,030,295		17,580,000
			78,823,175		75,452,500
	Trading Companies & Distributors (0.14%)
253,594	Air Lease Corp.		5,684,583		6,996,658
Total Industrials			579,138,571		952,482,191
Information Technology (18.86%)
	Application Software (6.89%)
1,750,000	ACI Worldwide, Inc. 1		69,197,973		81,340,000
1,500,000	Advent Software, Inc. 1		24,332,413		52,590,000
1,263,333	Guidewire Software, Inc. 1		32,362,708		53,123,152
3,350,500	RealPage, Inc. 1		68,281,327		61,448,170
800,000	The Ultimate Software Group, Inc. 1		23,636,916		93,832,000
			217,811,337		342,333,322
	Data Processing & Outsourced Services (2.64%)
1,000,000	FleetCor Technologies, Inc. 1		25,103,188		81,300,000
650,000	WEX, Inc. 1		30,423,456		49,855,000
			55,526,644		131,155,000
	Electronic Equipment & Instruments (3.80%)
1,700,000	Cognex Corp.		57,746,835		76,874,000
708,767	Coherent, Inc. 1		34,030,133		39,031,799
1,000,000	FEI Company		40,414,234		72,990,000
			132,191,202		188,895,799
	Electronic Manufacturing Services (0.33%)
1,750,000	Mercury Systems, Inc. 1,4		32,185,131		16,135,000
	Internet Software & Services (0.03%)
2,545,455	Viggle, Inc. 1,3,4,6		13,000,000		1,654,546

Shares		Cost		Value
Common Stocks (continued)
Information Technology (continued)
	IT Consulting & Other Services (5.17%)
1,000,000	Acxiom Corp. 1	$	21,708,983	$	22,680,000
575,000	Equinix, Inc. 1,5		34,779,810		106,214,000
2,250,000	Gartner, Inc. 1		41,942,703		128,227,500
			98,431,496		257,121,500
Total Information Technology			549,145,810		937,295,167
Materials (3.10%)
	Diversified Metals & Mining (0.87%)
4,000,000	Globe Specialty Metals, Inc. 4		46,608,066		43,480,000
	Metal & Glass Containers (1.78%)
4,000,000	Berry Plastics Group, Inc. 1		65,354,381		88,280,000
	Steel (0.45%)
1,000,000	SunCoke Energy, Inc. 1		16,688,469		14,020,000
372,978	SunCoke Energy Partners LP		8,312,776		8,242,814
			25,001,245		22,262,814
Total Materials			136,963,692		154,022,814
Telecommunication Services (4.47%)
	Wireless Telecommunication Services (4.47%)
14,832,329	Sarana Menara Nusantara Tbk PT (Indonesia) 1,2		30,976,387		36,613,810
2,500,000	SBA Communications Corp., Cl A 1		21,428,760		185,300,000
Total Telecommunication Services			52,405,147		221,913,810
Unclassified (0.53%)
	Unclassified (0.53%)
2,500,000	Platform Acquisition Holdings Ltd. 1,2		25,000,000		26,125,000
Utilities (0.41%)
	Electric Utilities (0.41%)
225,000	ITC Holdings Corp.		9,427,959		20,542,500
TOTAL COMMON STOCKS			2,805,701,405		4,808,429,031

See Notes to Schedules of Investments.

 Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2013 (UNAUDITED)

Shares		Cost		Value
Private Equity Investments (0.36%)
Consumer Discretionary (0.36%)
	Hotels, Resorts & Cruise Lines (0.11%)
3,500,000	Kerzner International Holdings Ltd., Cl A 1,2,3,5,7	$	35,000,000	$	5,530,000
	Movies & Entertainment (0.25%)
2,500,000	SFX Holding Corporation 1,3,5,7
			10,000,000		12,500,000
TOTAL PRIVATE EQUITY INVESTMENTS			45,000,000		18,030,000
Warrants (0.01%)
Consumer Discretionary (0.01%)
	Internet Retail (0.01%)
242,589	Vitacost.com, Inc. Warrants, Exp 2/16/2015 1,3,4,6		30,234		533,696
Information Technology (0.00%)
	Internet Software & Services (0.00%)
2,000,000	Viggle, Inc. Warrants, Non-callable, Exp 8/22/2014 1,3,4,6		0		0
545,455	Viggle, Inc. Warrants, Callable, Exp 4/27/2015 1,3,4,6		0		0
Total Information Technology			0		0
Unclassified (0.00%)
	Unclassified (0.00%)
2,500,000	Platform Acquisition Holdings Ltd., Exp 7/31/2020 1,2,7		0		0
TOTAL WARRANTS			30,234		533,696

Principal
Amount		Cost		Value
Short Term Investments (2.63%)
$ 130,706,243	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/28/2013, 0.01% due 7/1/2013; Proceeds at maturity - $130,706,352; (Fully collateralized by $12,825,000 U.S. Treasury Bond, 8.125% due 5/15/2021; Market value - $18,638,675, $12,250,000 U.S. Treasury Note, 1.75% due 5/15/2022; Market value - $11,695,675 and $107,000,000 U.S. Treasury Note, 1.00% due 8/31/2019; Market value - $102,987,500) 6	$	130,706,243	$	130,706,243
TOTAL INVESTMENTS (99.74%)		$	2,981,437,882		4,957,698,970
CASH AND OTHER ASSETS LESS LIABILITIES (0.26%)					12,851,103
NET ASSETS				$	4,970,550,073
RETAIL SHARES (Equivalent to $30.01 per share based on 113,034,175 shares outstanding)				$	3,391,706,762
INSTITUTIONAL SHARES (Equivalent to $30.33 per share based on 52,059,575 shares outstanding)				$	1,578,843,311

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At June 30, 2013, the market value of restricted and fair valued securities amounted to $20,218,242 or 0.41% of net assets. None of these securities are deemed liquid. See Note 3 regarding Restricted Securities.
4	See Note 6 regarding “Affiliated” companies.
5	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.
6	Level 2 security. See Note 4 regarding Fair Value Measurements.
7	Level 3 security. See Note 4 regarding Fair Value Measurements.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

 Baron Opportunity Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2013 (UNAUDITED)

Shares				Cost		Value
Common Stocks (98.91%)
Consumer Discretionary (21.87%)
		Apparel, Accessories & Luxury Goods (5.12%)
	47,000	Fossil Group, Inc. (formerly, Fossil, Inc.) 1	$	3,655,219	$	4,855,570
	97,000	lululemon athletica, inc. 1		5,130,798		6,355,440
	171,850	Tumi Holdings, Inc. 1		3,377,632		4,124,400
	89,500	Under Armour, Inc., Cl A 1		4,658,634		5,344,045
				16,822,283		20,679,455
		Automotive Retail (2.22%)
	194,870	CarMax, Inc. 1		5,355,334		8,995,199
		Broadcasting (6.07%)
	145,500	Discovery Communications, Inc., Series C 1		5,747,362		10,135,530
	113,500	Liberty Media Corp. 1		9,700,150		14,387,260
				15,447,512		24,522,790
		Internet Retail (6.96%)
	306,222	HomeAway, Inc. 1		7,261,626		9,903,219
	9,950	priceline.com, Inc. 1		2,904,773		8,229,944
	179,500	Shutterfly, Inc. 1		5,112,503		10,014,305
				15,278,902		28,147,468
		Movies & Entertainment (1.50%)
	381,281	Manchester United plc, Cl A 1,2		6,378,171		6,069,993
Total Consumer Discretionary				59,282,202		88,414,905
Consumer Staples (1.01%)
		Food Retail (1.01%)
	79,000	Whole Foods Market, Inc.		3,592,507		4,066,920
Energy (5.83%)
		Oil & Gas Equipment & Services (1.22%)
	73,168	CARBO Ceramics, Inc.		5,277,973		4,933,718
		Oil & Gas Exploration & Production (2.02%)
	701,000	Halcon Resources Corp. 1		4,983,708		3,974,670
	107,381	Oasis Petroleum, Inc. 1		1,530,711		4,173,900
				6,514,419		8,148,570
		Oil & Gas Storage & Transportation (2.59%)
	177,200	Golar LNG Ltd. 2		6,435,690		5,650,908
	80,000	Tesoro Logistics LP		3,481,638		4,836,800
				9,917,328		10,487,708
Total Energy				21,709,720		23,569,996

Shares				Cost		Value
Common Stocks (continued)
Financials (2.10%)
		Specialized Finance (2.10%)
	58,000	CME Group, Inc.	$	4,434,308	$	4,406,840
	23,000	IntercontinentalExchange, Inc. 1		4,018,102		4,088,480
Total Financials				8,452,410		8,495,320
Health Care (7.25%)
		Biotechnology (1.13%)
	132,500	Cepheid 1		4,496,327		4,560,650
		Health Care Equipment (2.06%)
	393,344	Masimo Corp. 1		9,589,420		8,338,893
		Life Sciences Tools & Services (4.06%)
	219,115	Illumina, Inc. 1		10,994,216		16,398,566
Total Health Care				25,079,963		29,298,109
Industrials (13.45%)
		Aerospace & Defense (2.30%)
	300,046	DigitalGlobe, Inc. 1		8,646,159		9,304,427
		Airlines (1.11%)
	87,000	Ryanair Holdings plc, ADR 1,2		3,350,888		4,483,110
		Electrical Components &
		Equipment (1.70%)
	169,868	Polypore International, Inc. 1		5,973,390		6,845,680
		Industrial Machinery (2.58%)
	94,500	The ExOne Company 1		1,701,000		5,832,540
	27,000	The Middleby Corp. 1		3,965,192		4,592,430
				5,666,192		10,424,970
		Research & Consulting
		Services (5.76%)
	110,500	IHS, Inc., Cl A 1		10,750,971		11,533,990
	197,000	Verisk Analytics, Inc., Cl A 1		9,340,895		11,760,900
				20,091,866		23,294,890
Total Industrials				43,728,495		54,353,077

See Notes to Schedules of Investments.

 Baron Opportunity Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2013 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Information Technology (39.32%)
		Application Software (12.55%)
	132,150	ANSYS, Inc. 1	$	4,313,590	$	9,660,165
	169,500	Citrix Systems, Inc. 1		11,799,785		10,225,935
	58,300	FactSet Research Systems, Inc.		4,298,127		5,943,102
	307,500	Guidewire Software, Inc. 1		8,271,746		12,930,375
	322,208	RealPage, Inc. 1		5,677,872		5,909,295
	159,000	salesforce.com, inc. 1		4,930,164		6,070,620
				39,291,284		50,739,492
		Communications Equipment (1.07%)
	314,000	Radware Ltd. 1,2		5,759,213		4,330,060
		Internet Software & Services (10.44%)
	353,000	Angie’s List, Inc. 1		6,892,112		9,372,150
	71,000	CoStar Group, Inc. 1		2,795,655		9,163,970
	23,000	LinkedIn Corp., Cl A 1		3,991,545		4,100,900
	38,600	OpenTable, Inc. 1		2,606,147		2,468,470
	109,275	Shutterstock, Inc. 1		3,417,219		6,095,359
	297,463	Xoom Corporation 1		4,759,408		6,817,852
	74,000	Zillow, Inc., Cl A 1		4,227,131		4,166,200
				28,689,217		42,184,901
		IT Consulting & Other Services (9.06%)
	493,600	Acxiom Corp. 1		8,234,107		11,194,848
	51,500	Equinix, Inc. 1,4		1,470,550		9,513,080
	279,644	Gartner, Inc. 1		6,259,656		15,936,912
				15,964,313		36,644,840
		Systems Software (6.20%)
	299,500	Fortinet, Inc. 1		7,042,120		5,241,250
	122,500	Imperva, Inc. 1		4,785,918		5,517,400
	183,000	Red Hat, Inc. 1		9,472,921		8,751,060
	100,000	Tableau Software, Inc., Cl A 1		3,100,000		5,542,000
				24,400,959		25,051,710
Total Information Technology				114,104,986		158,951,003
Materials (4.26%)
		Construction Materials (1.34%)
	199,569	CaesarStone Sdot-Yam Ltd. 1,2		4,647,934		5,434,264

Shares				Cost		Value
Common Stocks (continued)
Materials (continued)
		Fertilizers & Agricultural Chemicals (0.52%)
	718,202	Agrinos AS (Mexico) 1,2	$	5,190,409	$	2,116,410
		Metal & Glass Containers (2.40%)
	438,686	Berry Plastics Group, Inc. 1		7,723,284		9,681,800
Total Materials				17,561,627		17,232,474
Telecommunication Services (2.75%)
		Wireless Telecommunication Services (2.75%)
	150,000	SBA Communications
		Corp., Cl A 1		2,401,920		11,118,000
Utilities (1.07%)
		Electric Utilities (1.07%)
	47,500	ITC Holdings Corp.		3,895,090		4,336,750
TOTAL COMMON STOCKS				299,808,920		399,836,554
Private Equity Investments (0.37%)
Health Care (0.37%)
		Health Care Technology (0.37%)
	248,486	Castlight Health, Inc. 1,3,4,6		1,500,001		1,500,001
Utilities (0.00%)
		Independent Power Producers & Energy Traders (0.00%)
	550,661	Better Place, Inc., Series C
		Preferred 1,2,3,4,6		2,500,000		0
TOTAL PRIVATE EQUITY INVESTMENTS				4,000,001		1,500,001
Principal Amount
Short Term Investments (0.50%)
$	2,008,917	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/28/2013, 0.01% due 7/1/2013; Proceeds at maturity - $2,008,918; (Fully collateralized by $2,085,000 U.S. Treasury Note, 0.625% due 5/31/2017; Market value - $2,051,790) 5		2,008,917		2,008,917

See Notes to Schedules of Investments.

 Baron Opportunity Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2013 (UNAUDITED)

		Cost		Value
TOTAL INVESTMENTS (99.78%)	$	305,817,838	$	403,345,472
CASH AND OTHER ASSETS LESS LIABILITIES (0.22%)				901,106
NET ASSETS			$	404,246,578
RETAIL SHARES (Equivalent to $17.22 per share based on 18,325,045 shares outstanding)			$	315,516,847
INSTITUTIONAL SHARES (Equivalent to $17.41 per share based on 5,096,636 shares outstanding)			$	88,729,731

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At June 30, 2013, the market value of restricted and fair valued securities amounted to $1,500,001 or 0.37% of net assets. None of these securities are deemed liquid. See Note 3 regarding Restricted Securities.
4	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.
5	Level 2 security. See Note 4 regarding Fair Value Measurements.
6	Level 3 security. See Note 4 regarding Fair Value Measurements.
ADR	American Depositary Receipt.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

 Baron Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (98.89%)
Consumer Discretionary (30.26%)
		Advertising (1.55%)
	16,960	Omnicom Group, Inc.	$	744,802	$	1,066,275
		Apparel, Accessories & Luxury Goods (3.35%)
	13,244	Ralph Lauren Corp.		2,107,029		2,301,012
		Broadcasting (3.28%)
	17,789	Liberty Media Corp. 1		1,053,200		2,254,934
		Casinos & Gaming (7.08%)
	39,526	Las Vegas Sands Corp.		2,071,380		2,092,111
	21,654	Wynn Resorts Ltd.		2,608,257		2,771,712
				4,679,637		4,863,823
		Internet Retail (8.74%)
	10,762	Amazon.com, Inc. 1		1,650,694		2,988,500
	3,641	priceline.com, Inc. 1		2,100,984		3,011,580
				3,751,678		6,000,080
		Restaurants (6.26%)
	34,380	Starbucks Corp.		1,886,500		2,251,546
	29,487	YUM! Brands, Inc.		1,685,862		2,044,629
				3,572,362		4,296,175
Total Consumer Discretionary				15,908,708		20,782,299
Consumer Staples (1.60%)
		Hypermarkets & Super Centers (1.60%)
	9,954	Costco Wholesale Corp.		641,343		1,100,614
Energy (1.68%)
		Oil & Gas Storage & Transportation (1.68%)
	36,240	Golar LNG Ltd. 2		1,448,665		1,155,694
Financials (12.85%)
		Asset Management & Custody Banks (1.76%)
	16,525	T. Rowe Price Group, Inc.		1,247,956		1,208,804
		Diversified Banks (1.42%)
	25,480	ICICI Bank Limited, ADR 2		916,623		974,610
		Diversified Real Estate Activities (3.34%)
	63,653	Brookfield Asset
		Management, Inc., Cl A 2		1,981,357		2,292,781

Shares			Cost		Value
Common Stocks (continued)
Financials (continued)
		Real Estate Operating Companies (0.12%)
	3,981	Brookfield Property Partners LP 2	$	86,170	$	80,814
		Specialized Finance (6.21%)
	243,780	BM&FBOVESPA SA (Brazil) 2		1,397,884		1,338,340
	38,578	The CME Group, Inc.		2,087,209		2,931,157
				3,485,093		4,269,497
Total Financials				7,717,199		8,826,506
Health Care (4.65%)
		Life Sciences Tools & Services (4.65%)
	42,692	Illumina, Inc. 1		1,663,348		3,195,069
Industrials (4.93%)
		Research & Consulting Services (2.65%)
	30,503	Verisk Analytics, Inc., Cl A 1		1,203,478		1,821,029
		Trading Companies & Distributors (2.28%)
	34,133	Fastenal Co.		885,614		1,564,998
Total Industrials				2,089,092		3,386,027
Information Technology (37.18%)
		Application Software (2.32%)
	26,414	Citrix Systems, Inc. 1		1,688,833		1,593,556
		Computer Hardware (4.58%)
	7,939	Apple, Inc.		2,186,665		3,144,479
		Data Processing & Outsourced Services (8.23%)
	4,043	MasterCard, Inc., Cl A		1,334,753		2,322,704
	18,230	Visa, Inc., Cl A		1,816,915		3,331,532
				3,151,668		5,654,236
		Internet Software & Services (14.76%)
	40,095	eBay, Inc. 1		2,029,830		2,073,713
	106,868	Facebook, Inc., Cl A 1		2,911,910		2,656,739
	5,019	Google, Inc., Cl A 1		2,516,888		4,418,577
	5,533	LinkedIn Corp., Cl A 1		412,105		986,534
				7,870,733		10,135,563

See Notes to Schedules of Investments.

 Baron Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

JUNE 30, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)
		IT Consulting & Other Services (2.28%)
	8,473	Equinix, Inc. 1,4	$	610,073	$	1,565,132
		Semiconductor Equipment (3.13%)
	27,207	ASML Holding N.V. 2		1,770,287		2,152,074
		Systems Software (1.88%)
	26,918	Red Hat, Inc. 1		1,334,719		1,287,219
Total Information Technology				18,612,978		25,532,259
Materials (5.74%)
		Diversified Chemicals (1.89%)
	14,546	BASF SE (Germany) 2		998,480		1,299,426
		Fertilizers & Agricultural Chemicals (3.85%)
	26,761	Monsanto Co.		2,096,951		2,643,987
Total Materials				3,095,431		3,943,413
TOTAL COMMON STOCKS				51,176,764		67,921,881
Private Equity Investments (0.00%)
Utilities (0.00%)
		Independent Power Producers & Energy Traders (0.00%)
	83,700	Better Place, Inc., Series C Preferred 1,2,3,4,6		379,998		0
Principal Amount
Short Term Investments (1.11%)
$	762,500	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/28/2013, 0.01% due 7/1/2013; Proceeds at maturity - $762,501; (Fully collateralized by $795,000 U.S. Treasury Note, 0.625% due 5/31/2017; Market value - $782,337) 5		762,500		762,500

	Cost		Value
TOTAL INVESTMENTS (100.00%)	$	52,319,262	$	68,684,381
LIABILITIES LESS CASH AND OTHER ASSETS (0.00%)				(1,944	)
NET ASSETS			$	68,682,437
RETAIL SHARES (Equivalent to $12.71 per share based on 3,232,374 shares outstanding)			$	41,074,849
INSTITUTIONAL SHARES (Equivalent to $12.80 per share based on 2,157,657 shares outstanding)			$	27,607,588

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At June 30, 2013, the market value of restricted and fair valued securities amounted to $0 or 0.00% of net assets. This security is deemed liquid. See Note 3 regarding Restricted Securities.
4	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.
5	Level 2 security. See Note 4 regarding Fair Value Measurements.
6	Level 3 security. See Note 4 regarding Fair Value Measurements.
ADR	American Depositary Receipt.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

 Baron Investment Funds Trust June 30, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED)

1. ORGANIZATION

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

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

The investment goals of the Funds are as follows:

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

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

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

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

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

2. SIGNIFICANT ACCOUNTING POLICIES

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

a) Security Valuation. The Funds’ share prices or net asset values are calculated as of the close of the regular trading session (usually 4 p.m. E.T.) on the New York Stock Exchange (“NYSE”) on any day on which the NYSE is open. Portfolio securities traded on any national stock exchange are valued based on the last sale price. For securities traded on NASDAQ, the Funds use the NASDAQ Official Closing Price. Where market quotations are not readily available, or, if in BAMCO, Inc.’s (the “Adviser”) judgment, they do not accurately reflect the fair value of a security, or an event occurs after the market close but before the Funds are priced that materially affects the value of a security, the securities will be valued by the Adviser using policies and procedures approved by the Board of Trustees (the “Board”). The Adviser has a Fair Valuation Committee (the “Committee”) comprised of senior executives and the Committee reports to the Board every quarter. Factors the Committee considers when valuing a security include whether a current price is stale, there is recent news, the security is thinly traded, transactions are infrequent or quotations are genuine. There can be no guarantee, however, that a fair valuation used by the Funds on any given day will more accurately reflect the market value of an investment than the closing price of such investment in its market. Debt instruments having a remaining maturity greater than 60 days will be valued on the basis of prices obtained from a pricing service approved by the Board or at the mean of the bid and ask prices from the dealer maintaining an active market in that security. Money market instruments held by the Funds with a remaining maturity of 60 days or less are valued at amortized cost, which approximates fair value.

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

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

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

At June 30, 2013, the Funds did not have any securities on loan.

 Baron Investment Funds Trust June 30, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

d) Repurchase Agreements. The Funds may invest in repurchase agreements, which are short-term investments whereby the Funds acquire ownership of a debt security and the seller agrees to repurchase the security at a future date at a specified price. When entering into repurchase agreements, it is the Funds’ policy that their custodian or a third party custodian take possession of the underlying collateral securities, the market value of which, at all times, equals at least 102% of the principal amount of the repurchase transaction. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited.

3. RESTRICTED SECURITIES

At June 30, 2013, investments in securities included securities that are restricted and/or illiquid. Restricted securities are often purchased in private placement transactions, are not registered under the Securities Act of 1933, may have contractual restrictions on resale and are valued pursuant to the policies and procedures for fair value pricing approved by the Board. A security may be considered illiquid if it lacks a readily available market or if its valuation has not changed for a certain period of time. The Funds may receive more or less than this valuation in an actual sale and that difference could be material. At June 30, 2013, the Funds held investments in restricted and/or illiquid securities that were valued pursuant to policies and procedures for fair value pricing as follows:

	Baron Asset Fund
Name of Issuer	Acquisition Date(s)	Value
Private Equity Investments
Kerzner International Holdings Ltd., Cl A	9/27/2006	$	8,216,000
Windy City Investments Holdings, L.L.C.	11/13/2007-1/27/2011		25,261,277
Total Restricted Securities:		$	33,477,277
(Cost $86,581,905) † (1.44% of Net Assets)
	Baron Growth Fund
Name of Issuer	Acquisition Date(s)	Value
Private Equity Investments
Better Place, Inc., Series C Preferred	12/1/2011	$	0
Castlight Health, Inc.	4/26/2012		4,999,998
Kerzner International Holdings Ltd., Cl A	9/27/2006		11,692,000
Windy City Investments Holdings, L.L.C.	11/13/2007-1/27/2011		8,503,121
Total Restricted Securities:		$	25,195,119
(Cost $109,475,996) † (0.37% of Net Assets)
	Baron Small Cap Fund
Name of Issuer	Acquisition Date(s)	Value
Common Stocks
Viggle, Inc.	8/25/2011, 4/27/2012	$	1,654,546
Private Equity Investments
Kerzner International Holdings Ltd., Cl A	9/27/2006		5,530,000
SFX Holding Corporation	6/6/2012		12,500,000
Warrants
Viggle, Inc. Warrants, Callable, Exp 4/27/2015	4/27/2012		0
Viggle, Inc. Warrants, Non-callable, Exp 8/22/2014	8/25/2011		0
Vitacost.com, Inc. Warrants, Exp 2/16/2015	2/17/2012		533,696
Total Restricted Securities:		$	20,218,242
(Cost $58,030,234) † (0.41% of Net Assets)
	Baron Opportunity Fund
Name of Issuer	Acquisition Date	Value
Private Equity Investments
Better Place, Inc., Series C Preferred	12/1/2011	$	0
Castlight Health, Inc.	4/26/2012		1,500,001
Total Restricted Securities:		$	1,500,001
(Cost $4,000,001) † (0.37% of Net Assets)
	Baron Fifth Avenue Growth Fund
Name of Issuer	Acquisition Date	Value
Private Equity Investments
Better Place, Inc., Series C Preferred	12/1/2011	$	0
(Cost $379,998)(0.00% of Net Assets)

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

4. FAIR VALUE MEASUREMENTS

Fair value is defined by GAAP as the price that the Funds would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market for the investment. GAAP provides a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable or unobservable. Observable inputs are based on market data obtained from sources independent of the Funds. Unobservable

 Baron Investment Funds Trust June 30, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

inputs are inputs that reflect the Funds’ own assumptions based on the best information available in the circumstances. The three-tier hierarchy of inputs is summarized in the three broad Levels listed below.

• Level 1 – quoted prices in active markets for identical assets or liabilities;

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

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

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

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

The following is a summary of the inputs used as of June 30, 2013 in valuing the Funds' investments carried at fair value:

	Baron Asset Fund
			Other
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks †	$	2,255,099,229	$	–	$	–	$	2,255,099,229
Private Equity Investments †		–		–		33,477,277		33,477,277
Short Term Investments		–		35,467,710		–		35,467,710
Total Investments	$	2,255,099,229	$	35,467,710	$	33,477,277	$	2,324,044,216

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2013. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the nine months ended June 30, 2013.

	Baron Growth Fund
			Other
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks †	$	6,448,989,269	$	76,263,611	$	–	$	6,525,252,880
Private Equity Investments †		–		–		25,195,119		25,195,119
Short Term Investments		–		282,799,102		–		282,799,102
Total Investments	$	6,448,989,269	$	359,062,713	$	25,195,119	$	6,833,247,101

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2013. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the nine months ended June 30, 2013.

	Baron Small Cap Fund
			Other
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks †	$	4,806,774,485	$	1,654,546	$	–	$	4,808,429,031
Private Equity Investments †		–		–		18,030,000		18,030,000
Warrants †		–		533,696		0		533,696
Short Term Investments		–		130,706,243		–		130,706,243
Total Investments	$	4,806,774,485	$	132,894,485	$	18,030,000	$	4,957,698,970

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2013. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the nine months ended June 30, 2013.

 Baron Investment Funds Trust June 30, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

	Baron Opportunity Fund
			Other
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks †	$	399,836,554	$	–	$	–	$	399,836,554
Private Equity Investments †		–		–		1,500,001		1,500,001
Short Term Investments		–		2,008,917		–		2,008,917
Total Investments	$	399,836,554	$	2,008,917	$	1,500,001	$	403,345,472

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2013. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the nine months ended June 30, 2013.

	Baron Fifth Avenue Growth Fund
			Other
	Quoted Prices in		Significant		Significant
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks †	$	67,921,881	$	–	$	–	$	67,921,881
Private Equity Investments †		–		–		0		0
Short Term Investments		–		762,500		–		762,500
Total Investments	$	67,921,881	$	762,500	$	0	$	68,684,381

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2013. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the nine months ended June 30, 2013.

^†   See Schedules of Investments for additional detailed categorizations.

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

	Baron Asset Fund
Investments in Securities	Balance as of September 30, 2012			Accrued Premiums/ Discounts			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)				Purchases			Sales			Transfers Into Level 3			Transfers Out of Level 3			Balance as of June 30, 2013			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2013
Private Equity Investments
Consumer Discretionary		$	8,944,000		$	–		$	–		$	(728,000	)		$	–		$	–		$	–		$	–		$	8,216,000		$	(728,000	)
Financials			23,708,908			–			–			1,552,369				–			–			–			–			25,261,277			1,552,369
Total		$	32,652,908		$	–		$	–		$	824,369			$	–		$	–		$	–		$	–		$	33,477,277		$	824,369

	Baron Growth Fund
Investments in Securities	Balance as of September 30, 2012			Accrued Premiums/ Discounts			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)				Purchases			Sales			Transfers Into Level 3			Transfers Out of Level 3			Balance as of June 30, 2013			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2013
Private Equity Investments
Consumer Discretionary		$	12,728,000		$	–		$	–		$	(1,036,000	)		$	–		$	–		$	–		$	–		$	11,692,000		$	(1,036,000	)
Financials			7,980,583			–			–			522,538				–			–			–			–			8,503,121			522,538
Health Care			4,999,998			–			–			–				–			–			–			–			4,999.998			–
Utilities			21,845,000			–			–			(21,845,000	)			–			–			–			–			0			(21,845,000	)
Total		$	47,553,581		$	–		$	–		$	(22,358,462	)		$	–		$	–		$	–		$	–		$	25,195,119		$	(22,358,462	)

Baron Investment Funds Trust June 30, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

	Baron Small Cap Fund
Investments in Securities	Balance as of September 30, 2012			Accrued Premiums/ Discounts			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)			Purchases			Sales			Transfers Into Level 3			Transfers Out of Level 3			Balance as of June 30, 2013			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2013
Private Equity Investments
Consumer Discretionary		$	11,020,000		$	–		$	–		$	2,010,000		$	5,000,000		$	–		$	–		$	–		$	18,030,000		$	2,010,000
Warrants
Unclassified			–			–			–			–			0			–			–			–			0			–
Total		$	11,020,000		$	–		$	–		$	2,010,000		$	5,000,000		$	–		$	–		$	–		$	18,030,000		$	2,010,000

	Baron Opportunity Fund
Investments in Securities	Balance as of September 30, 2012			Accrued Premiums/ Discounts			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)				Purchases			Sales			Transfers Into Level 3			Transfers Out of Level 3			Balance as of June 30, 2013			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2013
Private Equity Investments
Health Care		$	1,500,001		$	–		$	–		$	–			$	–		$	–		$	–		$	–		$	1,500,001		$	–
Utilities			2,500,001			–			–			(2,500,001	)			–			–			–			–			0			(2,500,001	)
Total		$	4,000,002		$	–		$	–		$	(2,500,001	)		$	–		$	–		$	–		$	–		$	1,500,001		$	(2,500,001	)

	Baron Fifth Avenue Growth Fund
Investments in Securities	Balance as of September 30, 2012			Accrued Premiums/ Discounts			Net Realized Gain (Loss)			Net Change in Unrealized Appreciation (Depreciation)				Purchases			Sales			Transfers Into Level 3			Transfers Out of Level 3			Balance as of June 30, 2013			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2013
Private Equity Investments
Utilities		$	379,998		$	–		$	–		$	(379,998	)		$	–		$	–		$	–		$	–		$	0		$	(379,998	)
Total		$	379,998		$	–		$	–		$	(379,998	)		$	–		$	–		$	–		$	–		$	0		$	(379,998	)

Baron Investment Funds Trust June 30, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

Significant unobservable valuation inputs developed by the Adviser for significant (greater than 1% of net assets) Level 3 investments as of June 30, 2013, were as follows:

Baron Asset Fund
Sector	Company	Fair Value as of 6/30/2013	Valuation Technique	Unobservable Input	Weighted Average used on June 30, 2013	Range used on June 30, 2013
Private Equity Investments: Financials	Windy City Investments Holdings, L.L.C.	$25,261,277	Combination of Market Comparables and Option Pricing methods	Estimated volatility of the returns of the enterprise value (1)	5.28%	5.28%
				Discount for lack of marketability	4.04%	4.04%
				EV/Run Rate EBITDA Multiple (2)	11.29x	8.73x to 13.67x
				Adjustment to the EBITDA Multiple due to leverage (2)	2.65%	2.65%
				Change in the composite equity index of comparable companies	-1.63%	-2.34% to -0.62%

⁽¹⁾ The volatility was derived using the historical returns of the publicly traded debt of Nuveen Investments, Inc., historical returns of the SMI 100 Index and the historical returns of the equity of comparable public companies. Nuveen Investments, Inc. is the sole asset of Windy City Investments Holdings, L.L.C.

⁽²⁾ The multiple was derived as a simple average of the multiples of comparable companies. The derived EBITDA multiple was increased by 2.65% to 11.29x. This increase adjusts for leverage, as Nuveen Investments, Inc. is more levered than its comparable companies.

A significant change in the EV/EBITDA multiple ratio may result in a directionally similar significant change in the fair value measurement, while a significant change in the discount for lack of marketability and equity index of comparable companies may not result in a materially higher or lower fair value measurement.

5. COST OF INVESTMENTS FOR INCOME TAX PURPOSES

As of June 30, 2013, the components of net assets on a tax basis were substantially as follows:

																	Baron Fifth
									Baron				Baron				Avenue
	Baron Asset				Baron Growth				Small Cap				Opportunity				Growth
	Fund				Fund				Fund				Fund				Fund
Cost of investments		$	1,171,838,186			$	3,623,528,026			$	2,981,437,882			$	305,817,838			$	52,319,262
Unrealized appreciation		$	1,210,247,829			$	3,324,434,485			$	2,099,386,785			$	112,550,224			$	17,540,089
Unrealized depreciation			(58,041,799	)			(114,715,410	)			(123,125,697	)			(15,022,590	)			(1,174,970	)
Net unrealized appreciation		$	1,152,206,030			$	3,209,719,075			$	1,976,261,088			$	97,527,634			$	16,365,119

Baron Investment Funds Trust June 30, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

6. TRANSACTIONS IN “AFFILIATED” COMPANIES ¹

Baron Growth Fund
Name of Issuer	Value at September 30, 2012			Purchase Cost			Sales Proceeds			Net Change in Unrealized Appreciation (Depreciation)			Realized Gains/(Losses)			Shares Held at June 30, 2013		Value at June 30, 2013
“Affiliated” Company as of June 30, 2013:
Ameristar Casinos, Inc.		$	35,600,000		$	–		$	–		$	16,980,000		$	–		2,000,000		$	52,580,000
Choice Hotels International, Inc.			96,209,925			–			–			23,157,750			–		3,007,500			119,367,675
DeVry, Inc.			74,539,000			–			544,590			26,762,283			58,307		3,250,000			100,815,000
Vail Resorts, Inc.			115,631,487			3,395,389			–			7,904,264			–		2,063,250			126,931,140
		$	321,980,412		$	3,395,389		$	544,590		$	74,804,297		$	58,307				$	399,693,815
No Longer an “Affiliated” Company as of June 30, 2013:
Cymer, Inc.		$	82,501,165		$	–		$	152,022,068		$	(1,579,211)		$	71,100,114		–		$	–
		$	82,501,165		$	–		$	152,022,068		$	(1,579,211)		$	71,100,114				$	–

Baron Small Cap Fund
Name of Issuer	Value at September 30, 2012			Purchase Cost			Sales Proceeds			Net Change in Unrealized Appreciation (Depreciation)				Realized Gains/(Losses)				Shares Held at June 30, 2013		Value at June 30, 2013
“Affiliated” Company as of June 30, 2013:
BJ’s Restaurants, Inc.		$	36,280,000		$	32,265,623		$	–		$	(3,620,623	)		$	–			1,750,000		$	64,925,000
Bravo Brio Restaurant Group, Inc.			23,280,000			–			5,405,910			4,839,265				(438,355	)		1,250,000			22,275,000
The Chefs’ Warehouse, Inc.			28,665,000			–			–			1,435,000				–			1,750,000			30,100,000
Globe Specialty Metals, Inc.			60,880,000			–			–			(17,400,000	)			–			4,000,000			43,480,000
The KEYW Holding Corp.			37,500,000			–			–			2,250,000				–			3,000,000			39,750,000
Mercury Systems, Inc.			18,585,000			–			–			(2,450,000	)			–			1,750,000			16,135,000
Susser Petroleum Partners LP			21,622,907			6,108,193			–			5,963,900				–			1,150,000			33,695,000
Viggle, Inc.			4,734,546			–			–			(3,080,000	)			–			2,545,455			1,654,546
Viggle, Inc., Warrants, Callable,
Exp 4/27/2015			–			–			–			–				–			545,455			–
Viggle, Inc., Warrants, Non-callable,
Exp 8/22/2014			180,000			–			–			(180,000	)			–			2,000,000			–
Vitacost.com, Inc.			20,578,839			–			–			5,068,829				–			3,035,227			25,647,668
Vitacost.com, Inc. Warrants,
Exp 2/16/2015			363,884			–			–			169,812				–			242,589			533,696
		$	252,670,176		$	38,373,816		$	5,405,910		$	(7,003,817	)		$	(438,355	)				$	278,195,910
No Longer an “Affiliated” Company as of June 30, 2013:
Chesapeake Lodging Trust		$	39,740,000		$	–		$	–		$	1,840,000			$	–			2,000,000		$	41,580,000
Rogers Corp.			42,360,000			–			44,742,920			1,405,303				977,617			–			–
XPO Logistics, Inc.			14,688,000			–			21,118,824			4,476,182				1,954,642			–			–
		$	96,788,000		$	–		$	65,861,744		$	7,721,485			$	2,932,259					$	41,580,000

¹ An “Affiliated” Company, as defined in the 1940 Act, is a company in which a Fund held 5% or more of the company’s outstanding voting securities at any time during the nine month period ended June 30, 2013.

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

Item 2. Controls and Procedures.

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

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

Item 3. Exhibits

1. The certifications of the Registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)), are exhibits to this report.

SIGNATURES

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

Baron Investment Funds Trust
By:	/s/  RONALD BARON
	Ronald Baron
	Chief Executive Officer
Date: August 21, 2013

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

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

By:	/s/  PEGGY WONG
	Peggy Wong
	Treasurer and Chief Financial Officer
Date: August 21, 2013