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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: December 31, 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

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (97.61%)
Consumer Discretionary (27.57%)
		Apparel, Accessories & Luxury Goods (3.32%)
	175,000	Fossil Group, Inc. 1	$	13,482,048	$	20,989,500
	400,000	Ralph Lauren Corp.		7,385,514		70,628,000
				20,867,562		91,617,500
		Automotive Retail (1.28%)
	750,000	CarMax, Inc. 1		14,772,081		35,265,000
		Broadcasting (3.21%)
	800,000	Discovery Communications, Inc., Cl A 1		20,124,774		72,336,000
	110,000	Liberty Media Corp., Cl A 1		7,766,559		16,109,500
				27,891,333		88,445,500
		Cable & Satellite (0.14%)
	135,000	Starz Series A 1		1,098,254		3,947,400
		Casinos & Gaming (2.64%)
	375,000	Wynn Resorts Ltd.		0		72,828,750
		Education Services (0.42%)
	325,000	DeVry Education Group, Inc. (formerly, DeVry, Inc.)		546,016		11,537,500
		Hotels, Resorts & Cruise Lines (3.92%)
	800,000	Choice Hotels International, Inc.		3,577,372		39,288,000
	1,025,000	Hyatt Hotels Corp., Cl A 1		30,808,659		50,696,500
	507,471	Norwegian Cruise Line Holdings Ltd. 1,2		9,641,949		17,999,996
				44,027,980		107,984,496
		Internet Retail (4.88%)
	1,052,295	HomeAway, Inc. 1		27,704,048		43,017,820
	70,000	priceline.com, Inc. 1		11,322,990		81,368,000
	243,907	zulily, Inc., Cl A 1		5,840,689		10,105,067
				44,867,727		134,490,887
		Leisure Facilities (2.73%)
	1,000,000	Vail Resorts, Inc.		19,491,424		75,230,000
		Specialty Stores (5.03%)
	825,000	Dick’s Sporting Goods, Inc.		25,648,809		47,932,500
	500,000	Tiffany & Co.		15,543,940		46,390,000
	570,000	Tractor Supply Co.		18,855,913		44,220,600
				60,048,662		138,543,100
Total Consumer Discretionary				233,611,039		759,890,133

Shares			Cost		Value
Common Stocks (continued)
Consumer Staples (1.11%)
		Food Distributors (0.75%)
	275,000	United Natural Foods, Inc. 1	$	14,611,786	$	20,732,250
		Food Retail (0.36%)
	258,876	Sprouts Farmers Market, Inc. 1		4,659,768		9,948,605
Total Consumer Staples				19,271,554		30,680,855
Energy (5.50%)
		Oil & Gas Drilling (1.37%)
	450,000	Helmerich & Payne, Inc.		13,140,149		37,836,000
		Oil & Gas Equipment & Services (2.18%)
	235,000	Core Laboratories N.V. 2		16,127,180		44,873,250
	150,000	Oil States International, Inc. 1		10,032,536		15,258,000
				26,159,716		60,131,250
		Oil & Gas Exploration & Production (1.08%)
	274,500	Concho Resources, Inc. 1		12,981,350		29,646,000
		Oil & Gas Storage & Transportation (0.87%)
	450,000	Phillips 66 Partners LP		12,772,373		17,068,500
	174,934	Western Gas Equity
		Partners LP		3,848,548		6,911,642
				16,620,921		23,980,142
Total Energy				68,902,136		151,593,392
Financials (11.85%)
		Asset Management & Custody Banks (1.61%)
	400,000	Eaton Vance Corp.		7,605,392		17,116,000
	325,000	T. Rowe Price Group, Inc.		7,848,785		27,225,250
				15,454,177		44,341,250
		Investment Banking & Brokerage (3.07%)
	3,250,000	The Charles Schwab Corp.		4,038,655		84,500,000
		Office REITs (1.08%)
	90,000	Alexander’s, Inc. 4		4,303,170		29,700,000
		Property & Casualty Insurance (3.19%)
	1,475,000	Arch Capital Group Ltd. 1,2		16,099,416		88,042,750

See Notes to Schedules of Investments.

 Baron Asset Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Financials (continued)
		Real Estate Services (2.05%)
	2,150,000	CBRE Group, Inc., Cl A 1	$	29,247,253	$	56,545,000
		Regional Banks (0.85%)
	450,000	First Republic Bank		11,878,902		23,557,500
Total Financials				81,021,573		326,686,500
Health Care (12.06%)
		Health Care Distributors (1.45%)
	350,000	Henry Schein, Inc. 1		9,382,832		39,991,000
		Health Care Equipment (3.28%)
	850,000	IDEXX Laboratories, Inc. 1		35,193,619		90,414,500
		Health Care Facilities (1.06%)
	360,000	Universal Health Services, Inc., Cl B		21,989,006		29,253,600
		Health Care Technology (0.54%)
	265,000	Cerner Corp. 1		5,777,893		14,771,100
		Life Sciences Tools & Services (5.45%)
	650,000	Illumina, Inc. 1		28,570,043		71,903,000
	275,000	Mettler-Toledo International, Inc. 1		17,214,470		66,712,250
	250,000	Quintiles Transnational Holdings, Inc. 1		10,720,868		11,585,000
				56,505,381		150,200,250
		Pharmaceuticals (0.28%)
	50,000	Perrigo Co. PLC (formerly, Perrigo Co.) 2		7,777,500		7,673,000
Total Health Care				136,626,231		332,303,450
Industrials (18.92%)
		Air Freight & Logistics (0.53%)
	250,000	C.H. Robinson Worldwide, Inc.		4,523,118		14,585,000
		Construction & Farm Machinery & Heavy Trucks (0.98%)
	365,000	Westinghouse Air Brake Technologies Corporation		24,064,328		27,108,550

Shares			Cost		Value
Common Stocks (continued)
Industrials (continued)
		Electrical Components & Equipment (1.43%)
	285,000	Roper Industries, Inc.	$	24,284,403	$	39,523,800
		Environmental & Facilities Services (1.88%)
	350,000	Clean Harbors, Inc. 1		19,615,010		20,986,000
	265,000	Stericycle, Inc. 1		7,445,071		30,785,050
				27,060,081		51,771,050
		Industrial Machinery (5.09%)
	950,000	Colfax Corp. 1		30,771,922		60,505,500
	150,000	The Middleby Corp. 1		23,539,575		35,995,500
	515,000	Pall Corp.		34,248,477		43,955,250
				88,559,974		140,456,250
		Research & Consulting Services (5.81%)
	1,485,000	Nielsen Holdings N.V. 2		37,011,878		68,146,650
	1,400,000	Verisk Analytics, Inc., Cl A 1		36,266,466		92,008,000
				73,278,344		160,154,650
		Trading Companies & Distributors (3.20%)
	1,175,000	Fastenal Co.		21,409,224		55,824,250
	1,000,000	MRC Global, Inc. 1		23,549,700		32,260,000
				44,958,924		88,084,250
Total Industrials				286,729,172		521,683,550
Information Technology (17.13%)
		Application Software (5.48%)
	700,000	ANSYS, Inc. 1		21,311,741		61,040,000
	525,000	FactSet Research Systems, Inc.		28,837,255		57,004,500
	675,000	Guidewire Software, Inc. 1		32,565,956		33,122,250
				82,714,952		151,166,750
		Data Processing & Outsourced Services (3.08%)
	725,000	FleetCor Technologies, Inc. 1		26,676,932		84,948,250
		Internet Software & Services (3.19%)
	190,000	LinkedIn Corp., Cl A 1		11,166,201		41,197,700
	128,032	Shutterstock, Inc. 1		7,936,071		10,707,316
	600,000	VeriSign, Inc. 1		27,498,021		35,868,000
				46,600,293		87,773,016

See Notes to Schedules of Investments.

 Baron Asset Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)
		IT Consulting & Other Services (5.38%)
	165,000	Equinix, Inc. 1,4	$	11,551,173	$	29,279,250
	1,675,000	Gartner, Inc. 1		36,797,038		119,008,750
				48,348,211		148,288,000
Total Information Technology				204,340,388		472,176,016
Materials (0.75%)
		Industrial Gases (0.75%)
	185,000	Airgas, Inc.		12,122,086		20,692,250
Telecommunication Services (2.72%)
		Wireless Telecommunication Services (2.72%)
	835,000	SBA Communications Corp., Cl A 1		24,995,326		75,016,400
Total Common Stocks				1,067,619,505		2,690,722,546
Private Equity Investments (1.75%)
Consumer Discretionary (0.67%)
		Hotels, Resorts & Cruise Lines (0.67%)
	5,200,000	Kerzner International Holdings Ltd., Cl A 1,2,3,4,6		52,000,000		18,564,000
Financials (1.08%)
		Asset Management & Custody Banks (1.08%)
	7,056,223	Windy City Investments Holdings, L.L.C. 1,3,4,6		34,581,904		29,636,135
Total Private Equity Investments				86,581,904		48,200,135

Principal Amount			Cost		Value
Short Term Investments (1.61%)
$	44,519,519	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2013, 0.00% due 1/2/2014; Proceeds at maturity - $44,519,519; (Fully collateralized by $46,815,000 U.S. Treasury Note, 2.50% due 8/15/2023; Market value - $45,410,550) 5	$	44,519,519	$	44,519,519
Total Investments (100.97%)			$	1,198,720,928		2,783,442,200
Liabilities Less Cash and Other Assets (-0.97%)						(26,769,735	)
Net Assets					$	2,756,672,465
Retail Shares (Equivalent to $62.08 per share based on 35,156,810 shares outstanding)					$	2,182,471,700
Institutional Shares (Equivalent to $63.04 per share based on 9,108,408 shares outstanding)					$	574,200,765

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At December 31, 2013, the market value of restricted and fair valued securities amounted to $48,200,135 or 1.75% 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

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (95.69%)
Consumer Discretionary (22.83%)
		Apparel, Accessories & Luxury Goods (2.52%)
	2,400,000	Under Armour, Inc., Cl A 1	$	38,491,543	$	209,520,000
		Automotive Retail (0.43%)
	750,000	Penske Automotive Group, Inc.		13,032,059		35,370,000
		Casinos & Gaming (1.48%)
	3,334,700	Penn National Gaming, Inc. 1		27,029,448		47,786,251
	2,900,000	Pinnacle Entertainment, Inc. 1		47,133,881		75,371,000
				74,163,329		123,157,251
		Distributors (3.16%)
	8,000,000	LKQ Corp. 1		51,835,917		263,200,000
		Education Services (1.71%)
	1,933,605	Bright Horizons Family Solutions, Inc. 1		62,778,518		71,040,648
	2,000,000	DeVry Education Group, Inc. (formerly, DeVry, Inc.)		29,820,976		71,000,000
				92,599,494		142,040,648
		Home Improvement Retail (1.46%)
	1,180,000	Lumber Liquidators Holdings, Inc. 1		27,982,185		121,410,200
		Hotels, Resorts & Cruise Lines (2.94%)
	3,007,500	Choice Hotels International, Inc. 4		73,061,456		147,698,325
	271,739	Diamond Resorts International, Inc. 1		3,804,346		5,016,302
	2,725,000	Interval Leisure Group, Inc.		51,666,296		84,202,500
	150,000	Marriott Vacations Worldwide Corp. 1		6,373,784		7,914,000
				134,905,882		244,831,127
		Leisure Facilities (2.13%)
	35,164	ClubCorp Holdings, Inc.		575,139		623,809
	2,064,800	Vail Resorts, Inc. 4		59,870,980		155,334,904
	1,358,700	Whistler Blackcomb Holdings, Inc. (Canada) 2		15,542,103		21,271,058
				75,988,222		177,229,771
		Leisure Products (0.10%)
	300,000	BRP, Inc. (Canada) 1,2		6,242,137		8,514,944

Shares			Cost		Value
Common Stocks (continued)
Consumer Discretionary (continued)
		Movies & Entertainment (1.98%)
	2,500,000	DreamWorks Animation SKG, Inc., Cl A 1	$	70,392,903	$	88,750,000
	1,025,000	Imax Corporation 1,2		30,733,389		30,217,000
	2,972,041	Manchester United plc, Cl A 1,2		40,297,305		46,155,797
				141,423,597		165,122,797
		Publishing (1.10%)
	1,175,000	Morningstar, Inc.		25,213,450		91,755,750
		Restaurants (0.96%)
	450,000	Panera Bread Co., Cl A 1		15,602,751		79,510,500
		Specialty Stores (2.86%)
	4,100,000	Dick’s Sporting Goods, Inc.		69,383,822		238,210,000
Total Consumer Discretionary				766,864,388		1,899,872,988
Consumer Staples (5.35%)
		Brewers (0.59%)
	201,400	The Boston Beer Co., Inc., Cl A 1		29,104,380		48,696,506
		Food Distributors (2.08%)
	2,290,237	United Natural Foods, Inc. 1		98,857,949		172,660,968
		Household Products (1.19%)
	1,500,000	Church & Dwight Co., Inc.		27,340,827		99,420,000
		Packaged Foods & Meats (1.49%)
	1,800,000	TreeHouse Foods, Inc. 1		85,049,691		124,056,000
Total Consumer Staples				240,352,847		444,833,474
Energy (5.94%)
		Oil & Gas Drilling (0.91%)
	900,000	Helmerich & Payne, Inc.		20,239,977		75,672,000
		Oil & Gas Equipment & Services (3.08%)
	330,000	CARBO Ceramics, Inc.		21,169,022		38,454,900
	750,000	Core Laboratories N.V. 2		17,648,703		143,212,500
	825,000	SEACOR Holdings, Inc. 1		41,483,601		75,240,000
				80,301,326		256,907,400

See Notes to Schedules of Investments.

 Baron Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Energy (continued)
		Oil & Gas Exploration & Production (0.64%)
	500,000	Denbury Resources, Inc. 1	$	2,806,886	$	8,215,000
	247,191	Oasis Petroleum, Inc. 1		3,460,674		11,610,561
	400,000	SM Energy Co.		13,315,693		33,244,000
				19,583,253		53,069,561
		Oil & Gas Storage & Transportation (1.31%)
	70,000	MPLX LP		1,540,000		3,117,800
	1,200,000	Targa Resources Corp.		36,086,844		105,804,000
				37,626,844		108,921,800
Total Energy				157,751,400		494,570,761
Financials (15.52%)
		Asset Management & Custody Banks (4.63%)
	1,994,899	The Carlyle Group		43,767,989		71,058,302
	2,200,000	Cohen & Steers, Inc.		59,239,244		88,132,000
	1,400,000	Eaton Vance Corp.		24,642,109		59,906,000
	1,199,681	Financial Engines, Inc.		18,866,956		83,353,836
	600,000	Manning & Napier, Inc.		7,216,056		10,590,000
	1,230,195	Oaktree Capital Group, LLC		53,958,848		72,384,674
				207,691,202		385,424,812
		Diversified REITs (0.27%)
	712,000	American Assets Trust, Inc.		13,797,057		22,378,160
		Life & Health Insurance (1.34%)
	2,593,617	Primerica, Inc.		61,295,845		111,292,105
		Multi-Sector Holdings (0.12%)
	350,000	Leucadia National Corp.		3,987,635		9,919,000
		Office REITs (1.49%)
	135,000	Alexander’s, Inc. 5		28,435,048		44,550,000
	3,400,000	Douglas Emmett, Inc.		44,383,104		79,186,000
				72,818,152		123,736,000
		Property & Casualty Insurance (2.96%)
	4,125,000	Arch Capital Group Ltd. 1,2		40,614,565		246,221,250
		Residential REITs (0.24%)
	625,000	American Campus Communities, Inc.		15,945,384		20,131,250

Shares			Cost		Value
Common Stocks (continued)
Financials (continued)
		Specialized Finance (1.64%)
	3,125,000	MSCI, Inc. 1	$	66,394,463	$	136,625,000
		Specialized REITs (2.83%)
	775,000	Alexandria Real Estate Equities, Inc. 5		29,318,982		49,305,500
	2,669,200	Gaming and Leisure Properties, Inc. 1		57,851,002		135,622,052
	1,650,000	LaSalle Hotel Properties		38,657,293		50,919,000
				125,827,277		235,846,552
Total Financials				608,371,580		1,291,574,129
Health Care (8.19%)
		Biotechnology (0.05%)
	163,207	Foundation Medicine, Inc. 1		4,220,437		3,887,591
		Health Care Equipment (1.47%)
	400,000	Edwards Lifesciences Corp. 1		5,349,910		26,304,000
	900,000	IDEXX Laboratories, Inc. 1		28,558,026		95,733,000
				33,907,936		122,037,000
		Health Care Facilities (2.05%)
	275,000	Brookdale Senior Living, Inc. 1		5,469,421		7,474,500
	4,000,000	Community Health Systems, Inc. 1		77,630,412		157,080,000
	200,000	VCA Antech, Inc. 1		3,991,557		6,272,000
				87,091,390		170,826,500
		Health Care Services (0.11%)
	150,000	IPC The Hospitalist Co., Inc. 1		3,121,418		8,908,500
		Health Care Supplies (0.78%)
	262,500	Neogen Corp. 1		3,887,774		11,996,250
	1,077,686	West Pharmaceutical Services, Inc.		37,684,652		52,871,275
				41,572,426		64,867,525
		Life Sciences Tools & Services (2.60%)
	550,000	Mettler-Toledo International, Inc. 1		27,486,940		133,424,500
	880,943	TECHNE Corp.		46,631,249		83,398,873
				74,118,189		216,823,373
		Pharmaceuticals (1.13%)
	4,192,227	CFR Pharmaceuticals SA 144A, ADR 2,6		98,078,788		94,157,418
Total Health Care				342,110,584		681,507,907

See Notes to Schedules of Investments.

 Baron Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Industrials (14.06%)
		Diversified Support Services (1.76%)
	4,000,000	Copart, Inc. 1	$	49,463,499	$	146,600,000
		Electrical Components & Equipment (2.29%)
	3,365,000	Generac Holdings, Inc. 1		17,467,948		190,593,600
		Environmental & Facilities Services (0.12%)
	350,000	Tetra Tech, Inc. 1		6,704,082		9,793,000
		Industrial Machinery (4.94%)
	2,315,480	Colfax Corp. 1		53,608,386		147,472,921
	850,000	The Middleby Corp. 1		74,456,718		203,974,500
	400,000	Valmont Industries, Inc.		32,589,034		59,648,000
				160,654,138		411,095,421
		Railroads (2.31%)
	2,000,000	Genesee & Wyoming, Inc., Cl A 1		32,221,169		192,100,000
		Research & Consulting Services (1.09%)
	530,000	The Advisory Board Co. 1		28,120,684		33,745,100
	375,000	IHS, Inc., Cl A 1		15,320,116		44,887,500
	600,000	Mistras Group, Inc. 1		7,563,468		12,528,000
				51,004,268		91,160,600
		Trading Companies & Distributors (1.22%)
	2,000,000	Air Lease Corp.		47,523,423		62,160,000
	485,000	MSC Industrial Direct Co., Inc., Cl A		17,282,737		39,221,950
				64,806,160		101,381,950
		Trucking (0.33%)
	475,000	Landstar System, Inc. 1		11,073,375		27,288,750
Total Industrials				393,394,639		1,170,013,321

Shares			Cost		Value
Common Stocks (continued)
Information Technology (19.97%)
		Application Software (10.21%)
	2,109,430	Advent Software, Inc. 1	$	31,797,327	$	73,808,956
	2,125,000	ANSYS, Inc. 1		51,478,172		185,300,000
	1,057,200	Bottomline Technologies (de), Inc. 1		29,443,449		38,228,352
	825,000	Concur Technologies, Inc. 1		18,214,873		85,123,500
	1,600,000	FactSet Research Systems, Inc.		80,624,740		173,728,000
	1,083,387	Guidewire Software, Inc. 1		34,544,867		53,161,800
	1,600,000	Pegasystems, Inc.		49,240,202		78,688,000
	1,057,024	RealPage, Inc. 1		25,517,461		24,713,221
	3,087,713	SS&C Technologies Holdings, Inc. 1		52,369,849		136,662,177
				373,230,940		849,414,006
		Data Processing & Outsourced Services (1.61%)
	3,050,000	MAXIMUS, Inc.		58,567,377		134,169,500
		Electronic Equipment & Instruments (0.70%)
	650,000	FEI Company		24,367,636		58,084,000
		Internet Software & Services (2.98%)
	771,394	Benefitfocus, Inc. 1		33,516,972		44,540,289
	999,653	CoStar Group, Inc. 1		44,116,616		184,515,951
	225,000	Shutterstock, Inc. 1		15,012,217		18,816,750
				92,645,805		247,872,990
		IT Consulting & Other Services (3.81%)
	6,000,000	Booz Allen Hamilton Holding Corp.		81,770,540		114,900,000
	2,850,000	Gartner, Inc. 1		45,787,107		202,492,500
				127,557,647		317,392,500
		Systems Software (0.66%)
	3,500,000	TOTVS SA (Brazil) 2		47,626,249		54,830,985
Total Information Technology				723,995,654		1,661,763,981

See Notes to Schedules of Investments.

 Baron Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Materials (1.08%)
		Construction Materials (1.01%)
	1,700,000	CaesarStone Sdot Yam Ltd. 1,2	$	30,268,064	$	84,439,000
		Fertilizers & Agricultural Chemicals (0.07%)
	4,897,742	Agrinos AS (Mexico) 1,2		18,309,382		5,571,764
Total Materials				48,577,446		90,010,764
Telecommunication Services (0.16%)
		Wireless Telecommunication Services (0.16%)
	150,000	SBA Communications Corp., Cl A 1		524,868		13,476,000
Utilities (2.59%)
		Electric Utilities (2.59%)
	2,245,000	ITC Holdings Corp.		69,683,649		215,115,900
Total Common Stocks				3,351,627,055		7,962,739,225
Private Equity Investments (0.52%)
Consumer Discretionary (0.32%)
		Hotels, Resorts & Cruise Lines (0.32%)
	7,400,000	Kerzner International Holdings Ltd., Cl A 1,2,3,5,7		74,000,000		26,418,000
Financials (0.12%)
		Asset Management & Custody Banks (0.12%)
	2,375,173	Windy City Investments Holdings, L.L.C. 1,3,5,7		8,630,998		9,975,729
Health Care (0.08%)
		Health Care Technology (0.08%)
	828,286	Castlight Health, Inc. 1,3,5,7		4,999,998		7,172,957
Total Private Equity Investments				87,630,996		43,566,686
Rights (0.00%)
Materials (0.00%)
		Fertilizers & Agricultural Chemicals (0.00%)
	393,349	Agrinos AS (Mexico) Exp 7/15/2015 1,2,3,6		0		116,086

Principal Amount			Cost		Value
Short Term Investments (3.71%)
$	308,865,470	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2013, 0.00% due 1/2/2014; Proceeds at maturity - $308,865,470; (Fully collateralized by $19,405,000 U.S. Treasury Note, 2.00% due 11/30/2020; Market value - $18,944,131, $58,310,000 U.S. Treasury Note, 1.625% due 11/15/2022; Market value - $52,770,550, $110,615,000 U.S. Treasury Note, 2.00% due 2/15/2023; Market value - $103,563,294, $27,000,000 U.S. Treasury Note, 1.750% due 5/15/2023; Market value - $24,435,000, $53,345,000 U.S. Treasury Note, 1.875% due 6/30/2020; Market value - $52,144,738 and $65,140,000 U.S. Treasury Note, 2.500% due 8/15/2023; Market value - $63,185,800) 6	$	308,865,470	$	308,865,470
Total Investments (99.92%)			$	3,748,123,521		8,315,287,467
Cash and Other Assets Less Liabilities (0.08%)						6,451,682
Net Assets					$	8,321,739,149
Retail Shares (Equivalent to $72.37 per share based on 68,050,761 shares outstanding)					$	4,925,008,557
Institutional Shares (Equivalent to $73.12 per share based on 46,452,899 shares outstanding)					$	3,396,730,592

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At December 31, 2013, the market value of restricted and fair valued securities amounted to $43,682,772 or 0.52% 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 December 31, 2013, the market value of Rule 144A securities amounted to $94,157,418 or 1.13% of net assets.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

 Baron Small Cap Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2013 (UNAUDITED)

Shares		Cost		Value
Common Stocks (98.12%)
Consumer Discretionary (21.29%)
	Advertising (0.69%)
2,000,000	National CineMedia, Inc.	$	30,553,304	$	39,920,000
	Apparel, Accessories & Luxury Goods (4.34%)
650,000	Fossil Group, Inc. 1		15,294,653		77,961,000
2,250,000	Iconix Brand Group, Inc. 1		33,366,637		89,325,000
4,000,000	Quiksilver, Inc. 1		10,643,095		35,080,000
1,900,000	Tumi Holdings, Inc. 1		37,991,513		42,845,000
250,000	Vince Holding Corp. 1		5,474,720		7,667,500
			102,770,618		252,878,500
	Broadcasting (2.14%)
850,000	Liberty Media Corp., Cl A 1		10,355,916		124,482,500
	Cable & Satellite (0.30%)
601,076	Starz Series A 1		822,311		17,575,462
	Casinos & Gaming (1.74%)
3,000,000	Penn National Gaming, Inc. 1		17,926,778		42,990,000
300,000	Wynn Resorts Ltd.		1,271,840		58,263,000
			19,198,618		101,253,000
	Education Services (1.01%)
1,600,000	Bright Horizons Family Solutions, Inc. 1		52,232,846		58,784,000
	Home Improvement Retail (1.68%)
950,000	Lumber Liquidators Holdings, Inc. 1		24,622,142		97,745,500
	Homefurnishing Retail (1.69%)
1,500,000	Mattress Firm Holding Corp. 1		38,344,769		64,560,000
500,000	Restoration Hardware Holdings, Inc. 1		31,152,857		33,650,000
			69,497,626		98,210,000
	Internet Retail (1.66%)
2,250,000	HomeAway, Inc. 1		54,558,103		91,980,000
831,800	Vitacost.com, Inc. 1		5,961,007		4,816,122
			60,519,110		96,796,122
	Movies & Entertainment (2.09%)
1,350,000	The Madison Square Garden Co., Cl A 1		34,741,205		77,733,000
1,250,000	SFX Entertainment, Inc. 1		16,066,093		15,000,000
2,500,000	SFX Entertainment, Inc. (formerly, SFX Holding Corporation) 1,3,6		10,000,000		28,975,000
			60,807,298		121,708,000

Shares		Cost		Value
Common Stocks (continued)
Consumer Discretionary (continued)
	Restaurants (3.15%)
1,250,000	BJ’s Restaurants, Inc. 1	$	47,546,083	$	38,825,000
1,000,000	Bravo Brio Restaurant Group, Inc. 1,4		14,499,427		16,270,000
1,650,000	The Cheesecake Factory, Inc.		39,429,179		79,645,500
2,050,000	Del Frisco’s Restaurant Group, Inc. 1,4		42,350,887		48,318,500
			143,825,576		183,059,000
	Specialty Stores (0.80%)
1,000,000	The Container Store Group, Inc. 1		32,259,631		46,610,000
Total Consumer Discretionary			607,464,996		1,239,022,084
Consumer Staples (4.54%)
	Food Distributors (2.93%)
2,100,000	The Chefs’ Warehouse, Inc. 1,4		34,148,417		61,236,000
1,450,000	United Natural Foods, Inc. 1		62,683,145		109,315,500
			96,831,562		170,551,500
	Food Retail (1.61%)
2,000,000	Fairway Group Holdings Corp. 1		35,756,477		36,240,000
875,600	Susser Holdings Corp. 1		35,972,584		57,343,044
			71,729,061		93,583,044
Total Consumer Staples			168,560,623		264,134,544
Energy (7.99%)
	Oil & Gas Equipment & Services (2.60%)
200,000	CARBO Ceramics, Inc.		13,114,504		23,306,000
450,000	Core Laboratories N.V. 2		17,021,125		85,927,500
1,500,000	Forum Energy Technologies, Inc. 1		30,924,862		42,390,000
			61,060,491		151,623,500
	Oil & Gas Exploration & Production (0.94%)
311,642	Athlon Energy, Inc. 1		6,664,254		9,427,170
502,099	Bonanza Creek Energy, Inc. 1		15,723,864		21,826,244
500,000	Oasis Petroleum, Inc. 1		7,000,000		23,485,000
			29,388,118		54,738,414

See Notes to Schedules of Investments.

 Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Energy (continued)
	Oil & Gas Storage & Transportation (4.45%)
750,000	Phillips 66 Partners LP	$	20,967,947	$	28,447,500
4,650,000	Scorpio Tankers, Inc. 2		38,863,225		54,823,500
1,000,000	Susser Petroleum Partners LP		22,483,830		33,180,000
750,000	Targa Resources Corp.		17,965,719		66,127,500
500,000	Tesoro Logistics LP		20,942,214		26,170,000
707,200	Valero Energy Partners LP 1		18,492,945		24,363,040
1,000,000	Western Refining Logistics LP 1		23,110,967		25,870,000
			162,826,847		258,981,540
Total Energy			253,275,456		465,343,454
Financials (9.41%)
	Asset Management & Custody Banks (2.67%)
625,000	Artisan Partners Asset Management, Inc.		21,210,498		40,743,750
1,650,000	Financial Engines, Inc.		25,939,078		114,642,000
			47,149,576		155,385,750
	Office REITs (0.71%)
450,000	SL Green Realty Corp.		9,721,974		41,571,000
	Real Estate Services (0.68%)
1,500,000	CBRE Group, Inc., Cl A 1		7,261,912		39,450,000
	Specialized REITs (4.63%)
2,000,000	Chesapeake Lodging Trust		35,107,110		50,580,000
3,000,000	Gaming and Leisure Properties, Inc. 1		60,149,822		152,430,000
1,500,000	LaSalle Hotel Properties		34,882,419		46,290,000
1,500,000	Sunstone Hotel Investors, Inc.		17,734,422		20,100,000
			147,873,773		269,400,000
	Thrifts & Mortgage Finance (0.72%)
1,750,000	Essent Group, Ltd. 1,2		36,314,929		42,105,000
Total Financials			248,322,164		547,911,750
Health Care (8.30%)
	Biotechnology (0.60%)
750,000	Cepheid 1		24,504,439		35,040,000

Shares		Cost		Value
Common Stocks (continued)
Health Care (continued)
	Health Care Equipment (3.30%)
1,250,000	DexCom, Inc. 1	$	17,100,777	$	44,262,500
670,922	IDEXX Laboratories, Inc. 1		21,699,129		71,365,973
650,000	Insulet Corp. 1		11,430,312		24,115,000
60,000	Intuitive Surgical, Inc. 1		870,000		23,044,800
1,000,000	Masimo Corp. 1		19,567,467		29,230,000
			70,667,685		192,018,273
	Health Care Facilities (1.67%)
2,985,000	Brookdale Senior Living, Inc. 1		53,151,499		81,132,300
750,000	Emeritus Corp. 1		19,131,389		16,222,500
			72,282,888		97,354,800
	Health Care Supplies (0.36%)
1,200,000	Endologix, Inc. 1		15,625,235		20,928,000
	Life Sciences Tools & Services (2.37%)
300,000	Covance, Inc. 1		10,515,514		26,418,000
1,250,000	ICON plc 1,2		39,600,120		50,512,500
250,000	Mettler-Toledo
	International, Inc. 1		14,245,818		60,647,500
			64,361,452		137,578,000
Total Health Care			247,441,699		482,919,073
Industrials (17.07%)
	Aerospace & Defense (4.63%)
2,000,000	DigitalGlobe, Inc. 1		58,748,766		82,300,000
1,950,000	The KEYW Holding Corp. 1,4		20,680,495		26,208,000
1,000,000	TransDigm Group, Inc. 1		2,125,486		161,020,000
			81,554,747		269,528,000
	Building Products (0.46%)
1,500,000	Ply Gem Holdings, Inc. 1		33,002,896		27,045,000
	Electrical Components & Equipment (2.66%)
900,000	Acuity Brands, Inc.		48,489,308		98,388,000
750,000	Polypore International, Inc. 1		25,134,063		29,175,000
1,000,000	Thermon Group Holdings, Inc. 1		22,704,300		27,330,000
			96,327,671		154,893,000
	Environmental & Facilities Services (3.06%)
1,150,000	Clean Harbors, Inc. 1		29,600,019		68,954,000
2,500,000	Waste Connections, Inc.		44,418,371		109,075,000
			74,018,390		178,029,000

See Notes to Schedules of Investments.

 Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Industrials (continued)
	Human Resource & Employment Services (0.60%)
1,000,000	On Assignment, Inc. 1	$	17,397,767	$	34,920,000
	Industrial Machinery (2.84%)
450,000	Graco, Inc.		10,112,115		35,154,000
750,000	Nordson Corp.		22,985,460		55,725,000
100,000	Proto Labs, Inc. 1		3,100,000		7,118,000
2,500,000	Rexnord Corp. 1		47,210,825		67,525,000
			83,408,400		165,522,000
	Office Services & Supplies (0.55%)
1,451,700	Interface, Inc.		19,551,249		31,879,332
	Railroads (1.34%)
809,050	Genesee & Wyoming, Inc., Cl A 1		22,253,549		77,709,253
	Research & Consulting Services (0.93%)
850,000	The Advisory Board Co. 1		45,821,676		54,119,500
Total Industrials			473,336,345		993,645,085
Information Technology (20.16%)
	Application Software (7.26%)
1,750,000	ACI Worldwide, Inc. 1		69,197,973		113,750,000
1,750,000	Advent Software, Inc. 1		21,632,413		61,232,500
1,263,333	Guidewire Software, Inc. 1		32,362,708		61,991,751
3,350,500	RealPage, Inc. 1		68,281,327		78,334,690
700,000	The Ultimate Software Group, Inc. 1		17,611,028		107,254,000
			209,085,449		422,562,941
	Data Processing & Outsourced Services (3.12%)
1,000,000	FleetCor Technologies, Inc. 1		25,103,189		117,170,000
650,000	WEX, Inc. 1		30,423,456		64,369,500
			55,526,645		181,539,500
	Electronic Equipment & Instruments (3.65%)
1,850,000	Cognex Corp.		30,234,604		70,633,000
708,767	Coherent, Inc. 1		34,030,133		52,725,177
1,000,000	FEI Company		40,414,234		89,360,000
			104,678,971		212,718,177

Shares		Cost		Value
Common Stocks (continued)
Information Technology (continued)
	Internet Software & Services (0.41%)
1,500,000	Angie’s List, Inc. 1	$	31,901,486	$	22,725,000
2,545,455	Viggle, Inc. 1,3,6		13,000,000		1,170,909
			44,901,486		23,895,909
	IT Consulting & Other Services (5.08%)
1,750,000	Acxiom Corp. 1		42,987,182		64,715,000
400,000	Equinix, Inc. 1,5		23,435,720		70,980,000
2,250,000	Gartner, Inc. 1		41,942,702		159,862,500
			108,365,604		295,557,500
	Systems Software (0.64%)
1,909,580	Rally Software Development Corp. 1,4		46,207,962		37,141,331
Total Information Technology			568,766,117		1,173,415,358
Materials (4.94%)
	Diversified Metals & Mining (1.24%)
4,000,000	Globe Specialty Metals, Inc. 4		46,608,066		72,040,000
	Metal & Glass Containers (1.84%)
4,500,000	Berry Plastics Group, Inc. 1		75,853,854		107,055,000
	Specialty Chemicals (1.22%)
1,500,000	Flotek Industries, Inc. 1		30,309,109		30,105,000
2,916,666	Platform Acquisition Holdings Ltd. 1,2,5		29,374,993		40,833,324
			59,684,102		70,938,324
	Steel (0.64%)
1,000,000	SunCoke Energy, Inc. 1		16,688,469		22,810,000
540,000	SunCoke Energy Partners LP		12,078,854		14,634,000
			28,767,323		37,444,000
Total Materials			210,913,345		287,477,324
Telecommunication Services (4.05%)
	Wireless Telecommunication Services (4.05%)
148,323,290	Sarana Menara Nusantara Tbk PT (Indonesia) 1,2,6		30,976,387		33,402,594
2,250,000	SBA Communications Corp., Cl A 1		16,073,051		202,140,000
Total Telecommunication Services			47,049,438		235,542,594

See Notes to Schedules of Investments.

 Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

Shares		Cost		Value
Common Stocks (continued)
Utilities (0.37%)
	Electric Utilities (0.37%)
225,000	ITC Holdings Corp.	$	9,427,959	$	21,559,500
Total Common Stocks			2,834,558,142		5,710,970,766
Private Equity Investments (0.22%)
Consumer Discretionary (0.22%)
	Hotels, Resorts & Cruise Lines (0.22%)
3,500,000	Kerzner International Holdings Ltd., Cl A 1,2,3,5,7		35,000,000		12,495,000
Warrants (0.03%)
Consumer Discretionary (0.00%)
	Internet Retail (0.00%)
242,589	Vitacost.com, Inc. Warrants, Exp 2/15/2016 1,3,6		30,234		121,294
Information Technology (0.00%)
	Internet Software & Services (0.00%)
2,000,000	Viggle, Inc. Warrants, Callable Exp 8/22/2014 1,3,6		0		0
545,455	Viggle, Inc. Warrants, Non-Callable Exp 4/27/2015 1,3,6		0		5,455
Total Information Technology			0		5,455
Materials (0.03%)
	Specialty Chemicals (0.03%)
1,250,002	Platform Acquisition Holdings Ltd. Warrants Exp 10/31/2016 1,2,3,5,6		0		1,675,003
Total Warrants			30,234		1,801,752

Principal Amount		Cost		Value
Short Term Investments (2.25%)
$ 131,060,243	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2013, 0.00% due 1/2/2014; Proceeds at maturity - $131,060,243; (Fully collateralized by $137,820,000 U.S. Treasury Note, 2.50% due 8/15/2023; Market value - $133,685,400) 6	$	131,060,243	$	131,060,243
Total Investments (100.62%)		$	3,000,648,619		5,856,327,761
Liabilities Less Cash and Other Assets (-0.62%)					(35,982,274	)
Net Assets				$	5,820,345,487
Retail Shares (Equivalent to $34.79 per share based on 110,494,525 shares outstanding)				$	3,843,752,788
Institutional Shares (Equivalent to $35.22 per share based on 56,120,167 shares outstanding)				$	1,976,592,699

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At December 31, 2013, the market value of restricted and fair valued securities amounted to $44,442,661 or 0.76% 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

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (99.39%)
Consumer Discretionary (25.62%)
		Apparel, Accessories & Luxury Goods (3.54%)
	49,000	Fossil Group, Inc. 1	$	3,881,007	$	5,877,060
	72,000	lululemon athletica, inc. 1		3,481,160		4,250,160
	84,500	Under Armour, Inc., Cl A 1		4,359,936		7,376,850
				11,722,103		17,504,070
		Automotive Retail (1.85%)
	194,870	CarMax, Inc. 1		5,355,334		9,162,787
		Broadcasting (5.22%)
	138,500	Discovery Communications, Inc., Series C 1		5,258,143		11,614,610
	97,000	Liberty Media Corp., Cl A 1		7,622,128		14,205,650
				12,880,271		25,820,260
		Homefurnishing Retail (0.92%)
	67,500	Restoration Hardware Holdings, Inc. 1		4,228,770		4,542,750
		Household Appliances (0.89%)
	89,000	SodaStream International Ltd. 1,2		5,380,826		4,417,960
		Internet Retail (8.91%)
	752,000	Groupon, Inc. 1		7,793,885		8,851,040
	128,222	HomeAway, Inc. 1		2,835,991		5,241,716
	17,000	Netflix, Inc. 1		4,428,967		6,258,890
	9,950	priceline.com, Inc. 1		2,904,773		11,565,880
	146,000	Shutterfly, Inc. 1		3,933,394		7,435,780
	113,296	zulily, Inc., Cl A 1		2,633,876		4,693,853
				24,530,886		44,047,159
		Movies & Entertainment (4.29%)
	409,500	DreamWorks Animation SKG, Inc., Cl A 1		11,543,100		14,537,250
	430,240	Manchester United plc, Cl A 1,2		7,216,953		6,681,627
				18,760,053		21,218,877
Total Consumer Discretionary				82,858,243		126,713,863
Energy (5.22%)
		Oil & Gas Equipment & Services (1.32%)
	56,168	CARBO Ceramics, Inc.		3,803,705		6,545,257

Shares			Cost		Value
Common Stocks (continued)
Energy (continued)
		Oil & Gas Exploration & Production (2.60%)
	63,500	Concho Resources, Inc. 1	$	6,259,798	$	6,858,000
	127,381	Oasis Petroleum, Inc. 1		2,452,303		5,983,086
				8,712,101		12,841,086
		Oil & Gas Storage & Transportation (1.30%)
	177,200	Golar LNG Ltd. 2		6,435,689		6,430,588
Total Energy				18,951,495		25,816,931
Financials (1.16%)
		Specialized Finance (1.16%)
	25,500	IntercontinentalExchange
		Group, Inc. (formerly,
		IntercontinentalExchange, Inc.)		4,459,003		5,735,460
Health Care (9.68%)
		Biotechnology (1.53%)
	132,500	Cepheid 1		4,496,327		6,190,400
	57,690	Foundation Medicine, Inc. 1		1,284,770		1,374,176
				5,781,097		7,564,576
		Health Care Equipment (2.14%)
	362,344	Masimo Corp. 1		8,655,587		10,591,315
		Health Care Technology (1.48%)
	121,000	Medidata Solutions, Inc. 1		6,676,149		7,328,970
		Life Sciences Tools & Services (4.53%)
	202,615	Illumina, Inc. 1		9,829,655		22,413,271
Total Health Care				30,942,488		47,898,132
Industrials (8.86%)
		Aerospace & Defense (2.88%)
	346,546	DigitalGlobe, Inc. 1		10,110,452		14,260,368
		Electrical Components & Equipment (0.98%)
	125,000	Polypore International, Inc. 1		4,266,235		4,862,500
		Industrial Machinery (1.26%)
	26,000	The Middleby Corp. 1		3,816,147		6,239,220

See Notes to Schedules of Investments.

 Baron Opportunity Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Industrials (continued)
		Research & Consulting Services (3.74%)
	60,500	IHS, Inc., Cl A 1	$	5,726,891	$	7,241,850
	171,000	Verisk Analytics, Inc., Cl A 1		8,084,239		11,238,120
				13,811,130		18,479,970
Total Industrials				32,003,964		43,842,058
Information Technology (42.36%)
		Application Software (12.84%)
	127,150	ANSYS, Inc. 1		4,076,156		11,087,480
	176,000	Citrix Systems, Inc. 1		12,270,090		11,132,000
	45,000	Concur Technologies, Inc. 1		4,322,267		4,643,100
	58,300	FactSet Research Systems, Inc.		4,298,127		6,330,214
	323,500	Guidewire Software, Inc. 1		9,039,718		15,874,145
	321,708	RealPage, Inc. 1		5,667,850		7,521,533
	125,500	salesforce.com, inc. 1		3,794,370		6,926,345
				43,468,578		63,514,817
		Internet Software & Services (13.79%)
	584,000	Angie’s List, Inc. 1		9,647,354		8,847,600
	51,000	CoStar Group, Inc. 1		1,600,964		9,413,580
	109,507	Criteo SA, ADR 1,2		3,394,717		3,745,139
	31,500	LinkedIn Corp., Cl A 1		5,834,530		6,830,145
	181,500	Pandora Media, Inc. 1		4,402,013		4,827,900
	144,042	Shutterstock, Inc. 1		5,536,830		12,046,233
	108,441	Twitter, Inc. 1		2,819,466		6,902,270
	288,963	Xoom Corporation 1		5,425,330		7,908,917
	94,000	Zillow, Inc., Cl A 1		6,321,931		7,682,620
				44,983,135		68,204,404
		IT Consulting & Other Services (9.40%)
	444,575	Acxiom Corp. 1		7,891,549		16,440,383
	60,500	Equinix, Inc. 1,4		3,127,997		10,735,725
	272,144	Gartner, Inc. 1		5,865,973		19,335,831
				16,885,519		46,511,939
		Semiconductors (1.37%)
	170,000	Mellanox Technologies Ltd. 1,2		7,343,714		6,794,900
		Systems Software (4.96%)
	159,000	Imperva, Inc. 1		6,235,718		7,652,670
	178,000	Red Hat, Inc. 1		8,822,510		9,975,120
	100,000	Tableau Software, Inc., Cl A 1		3,100,000		6,893,000
				18,158,228		24,520,790
Total Information Technology				130,839,174		209,546,850

Shares			Cost		Value
Common Stocks (continued)
Materials (3.77%)
		Construction Materials (1.45%)
	144,569	CaesarStone Sdot Yam Ltd. 2	$	3,350,856	$	7,180,742
		Fertilizers & Agricultural Chemicals (0.20%)
	879,340	Agrinos AS (Mexico) 1,2		5,398,763		1,000,354
		Metal & Glass Containers (2.12%)
	440,206	Berry Plastics Group, Inc. 1		7,751,226		10,472,501
Total Materials				16,500,845		18,653,597
Telecommunication Services (2.72%)
		Wireless Telecommunication Services (2.72%)
	150,000	SBA Communications Corp., Cl A 1		2,401,920		13,476,000
Total Common Stocks				318,957,132		491,682,891
Private Equity Investments (0.44%)
Health Care (0.44%)
		Health Care Technology (0.44%)
	248,486	Castlight Health, Inc. 1,3,4,6		1,500,001		2,151,889
Principal Amount
Short Term Investments (0.19%)
$	935,136	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2013, 0.00% due 1/2/2014, Proceeds at maturity - $935,136; (Fully collateralized by $980,000 U.S. Treasury Note, 1.875% due 6/30/2020; Market value - $957,950) 5		935,136		935,136

See Notes to Schedules of Investments.

 Baron Opportunity Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

	Cost		Value
Total Investments (100.02%)	$	321,392,269	$	494,769,916
Liabilities Less Cash and Other Assets (-0.02%)				(80,043	)
Net Assets			$	494,689,873
Retail Shares (Equivalent to $19.60 per share based on 19,723,719 shares outstanding)			$	386,502,916
Institutional Shares (Equivalent to $19.86 per share based on 5,448,672 shares outstanding)			$	108,186,957

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At December 31, 2013, the market value of restricted and fair valued securities amounted to $2,151,889 or 0.44% 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 Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (95.97%)
Consumer Discretionary (29.42%)
		Advertising (1.35%)
	16,960	Omnicom Group, Inc.	$	744,802	$	1,261,315
		Apparel, Accessories & Luxury Goods (2.51%)
	13,244	Ralph Lauren Corp.		2,107,029		2,338,493
		Broadcasting (2.79%)
	17,789	Liberty Media Corp., Cl A 1		1,053,200		2,605,199
		Casinos & Gaming (8.37%)
	42,071	Las Vegas Sands Corp.		2,236,255		3,318,140
	23,175	Wynn Resorts Ltd.		2,745,411		4,500,817
				4,981,666		7,818,957
		Internet Retail (9.13%)
	10,762	Amazon.com, Inc. 1		1,650,694		4,291,778
	3,641	priceline.com, Inc. 1		2,100,984		4,232,298
				3,751,678		8,524,076
		Restaurants (5.27%)
	34,380	Starbucks Corp.		1,886,500		2,695,048
	29,487	YUM! Brands, Inc.		1,685,862		2,229,512
				3,572,362		4,924,560
Total Consumer Discretionary				16,210,737		27,472,600
Consumer Staples (1.27%)
		Hypermarkets & Super Centers (1.27%)
	9,954	Costco Wholesale Corp.		641,343		1,184,626
Energy (2.97%)
		Oil & Gas Equipment & Services (1.56%)
	54,133	Frank’s International N.V. 2		1,190,926		1,461,591
		Oil & Gas Storage & Transportation (1.41%)
	36,240	Golar LNG Ltd. 2		1,448,665		1,315,150
Total Energy				2,639,591		2,776,741
Financials (9.07%)
		Asset Management & Custody Banks (1.48%)
	16,525	T. Rowe Price Group, Inc.		1,247,956		1,384,299

Shares			Cost		Value
Common Stocks (continued)
Financials (continued)
		Diversified Real Estate Activities (2.65%)
	63,653	Brookfield Asset Management, Inc., Cl A 2	$	1,981,357	$	2,471,646
		Specialized Finance (4.94%)
	291,726	BM &FBOVESPA SA (Brazil) 2,4		1,670,979		1,368,356
	41,355	CME Group, Inc.		2,291,930		3,244,713
				3,962,909		4,613,069
Total Financials				7,192,222		8,469,014
Health Care (5.06%)
		Life Sciences Tools & Services (5.06%)
	42,692	Illumina, Inc. 1		1,663,348		4,722,589
Industrials (3.88%)
		Research & Consulting Services (2.15%)
	30,503	Verisk Analytics, Inc., ClA 1		1,203,478		2,004,657
		Trading Companies & Distributors (1.73%)
	34,133	Fastenal Co.		885,614		1,621,659
Total Industrials				2,089,092		3,626,316
Information Technology (40.09%)
		Application Software (1.79%)
	26,414	Citrix Systems, Inc. 1		1,688,833		1,670,686
		Computer Hardware (4.77%)
	7,939	Apple, Inc.		2,186,665		4,454,652
		Data Processing & Outsourced Services (7.96%)
	4,043	MasterCard, Inc., Cl A		1,334,753		3,377,765
	18,230	Visa, Inc., Cl A		1,816,915		4,059,456
				3,151,668		7,437,221
		Internet Software & Services (18.72%)
	50,210	eBay, Inc. 1		2,584,397		2,756,027
	111,485	Facebook, Inc., Cl A 1		3,031,293		6,093,770
	5,019	Google, Inc., Cl A 1		2,516,888		5,624,843
	5,533	LinkedIn Corp., Cl A 1		412,105		1,199,720
	28,387	Twitter, Inc. 1		738,062		1,806,833
				9,282,745		17,481,193

See Notes to Schedules of Investments.

 Baron Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)
		IT Consulting & Other Services (1.61%)
	8,473	Equinix, Inc. 1,3	$	610,073	$	1,503,534
		Semiconductor Equipment (2.93%)
	29,187	ASML Holding N.V. 2		1,960,743		2,734,822
		Systems Software (2.31%)
	3,460	FireEye, Inc. 1		69,200		150,890
	35,917	Red Hat, Inc. 1		1,795,740		2,012,789
				1,864,940		2,163,679
Total Information Technology				20,745,667		37,445,787
Materials (4.21%)
		Fertilizers & Agricultural Chemicals (4.21%)
	33,747	Monsanto Co.		2,843,503		3,933,213
Total Common Stocks				54,025,503		89,630,886
Principal Amount
Short Term Investments (3.84%)
$	3,589,497	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2013, 0.00% due 1/2/2014; Proceeds at maturity - $3,589,497; (Fully collateralized by $3,750,000 U.S. Treasury Note, 1.875% due 6/30/2020; Market value - $3,665,625) 4		3,589,497		3,589,497
Total Investments (99.81%)			$	57,615,000		93,220,383
Cash and Other Assets Less Liabilities (0.19%)						178,010
Net Assets					$	93,398,393
Retail Shares (Equivalent to $16.09 per share based on 3,376,271 shares outstanding)					$	54,307,468
Institutional Shares (Equivalent to $16.22 per share based on 2,410,517 shares outstanding)					$	39,090,925

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.
4	Level 2 security. See Note 7 regarding Fair Value Measurements.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

 Baron Discovery Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (93.78%)
Consumer Discretionary (17.18%)
		Apparel, Accessories & Luxury Goods (2.67%)
	6,610	Ted Baker PLC (United Kingdom) 2	$	203,889	$	250,659
	1,800	Vince Holding Corp. 1		36,000		55,206
				239,889		305,865
		Casinos & Gaming (5.00%)
	3,250	Churchill Downs, Inc.		281,165		291,362
	10,830	Pinnacle Entertainment, Inc. 1		269,448		281,472
				550,613		572,834
		Homefurnishing Retail (0.96%)
	2,550	Mattress Firm Holding Corp. 1		82,512		109,752
		Hotels, Resorts & Cruise Lines (1.21%)
	83,000	Mandarin Oriental International Ltd. (Singapore) 2		137,817		138,610
		Restaurants (3.27%)
	13,470	Del Frisco’s Restaurant Group, Inc. 1		265,691		317,488
	1,100	Fiesta Restaurant Group, Inc. 1		41,033		57,464
				306,724		374,952
		Specialized Consumer Services (2.86%)
	3,830	Ascent Capital Group, Inc., Cl A 1		317,077		327,695
		Specialty Stores (1.21%)
	2,960	The Container Store Group, Inc. 1		99,649		137,966
Total Consumer Discretionary				1,734,281		1,967,674
Consumer Staples (2.58%)
		Brewers (1.02%)
	7,079	Craft Brew Alliance, Inc. 1		106,023		116,237
		Food Retail (1.56%)
	9,890	Fairway Group Holdings Corp. 1		177,663		179,207
Total Consumer Staples				283,686		295,444

Shares			Cost		Value
Common Stocks (continued)
Energy (8.14%)
		Oil & Gas Equipment & Services (2.57%)
	6,140	RigNet, Inc. 1	$	233,050	$	294,290
		Oil & Gas Storage & Transportation (5.57%)
	8,640	Tallgrass Energy Partners LP		216,296		224,640
	5,390	Valero Energy Partners LP 1		130,844		185,686
	8,791	Western Refining Logistics LP 1		201,426		227,423
				548,566		637,749
Total Energy				781,616		932,039
Financials (4.92%)
		Insurance Brokers (2.45%)
	6,030	eHealth, Inc. 1		203,164		280,335
		Specialized REITs (1.14%)
	5,160	Chesapeake Lodging Trust		121,674		130,496
		Thrifts & Mortgage Finance (1.33%)
	6,353	Essent Group, Ltd. 1,2		125,590		152,853
Total Financials				450,428		563,684
Health Care (16.35%)
		Biotechnology (1.89%)
	9,080	Foundation Medicine, Inc. 1		254,994		216,286
		Health Care Equipment (3.88%)
	7,670	Masimo Corp. 1		208,109		224,194
	13,330	Novadaq Technologies, Inc. 1,2		222,682		219,812
				430,791		444,006
		Health Care Services (2.43%)
	37,530	BioScrip, Inc. 1		267,611		277,722
		Health Care Supplies (2.35%)
	10,780	Spectranetics Corp. 1		200,478		269,500
		Life Sciences Tools & Services (1.48%)
	2,200	MorphoSys AG (Germany) 1,2,3		177,892		169,610

See Notes to Schedules of Investments.

 Baron Discovery Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Health Care (continued)
		Pharmaceuticals (4.32%)
	6,360	Aratana Therapeutics, Inc. 1	$	112,900	$	121,476
	6,495	Pacira Pharmaceuticals Inc. 1		328,072		373,397
				440,972		494,873
Total Health Care				1,772,738		1,871,997
Industrials (7.36%)
		Aerospace & Defense (2.80%)
	4,050	Astronics Corp. 1		212,205		206,550
	8,470	The KEYW Holding Corp. 1		112,453		113,837
				324,658		320,387
		Air Freight & Logistics (1.09%)
	2,380	Park-Ohio Holdings Corp. 1		100,856		124,712
		Construction & Engineering (1.02%)
	3,750	Primoris Services Corp.		99,471		116,738
		Electrical Components & Equipment (0.96%)
	7,760	Dialight PLC (United Kingdom) 2		109,173		109,997
		Environmental & Facilities Services (1.49%)
	10,530	Ceco Environmental Corp.		168,401		170,270
Total Industrials				802,559		842,104
Information Technology (30.16%)
		Electronic Equipment & Instruments (2.17%)
	3,340	Coherent, Inc. 1		214,124		248,462
		Internet Software & Services (14.48%)
	4,790	Benefitfocus, Inc. 1		218,357		276,575
	11,400	E2open, Inc. 1		252,980		272,574
	6,498	Envestnet, Inc. 1		229,884		261,869
	26,850	Marchex, Inc. 1		249,888		232,253
	7,530	SciQuest, Inc. 1		188,376		214,454
	3,680	Textura Corp. 1		124,303		110,179
	10,610	Xoom Corp. 1		321,027		290,396
				1,584,815		1,658,300

Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)
		IT Consulting & Other Services (2.13%)
	6,590	Acxiom Corp. 1	$	197,119	$	243,698
		Semiconductor Equipment (2.08%)
	9,280	PDF Solutions, Inc. 1		206,392		237,754
		Semiconductors (1.95%)
	4,000	Power Integrations, Inc.		215,970		223,280
		Systems Software (7.35%)
	9,430	Barracuda Networks, Inc. 1		169,740		374,182
	4,820	Imperva, Inc. 1		197,460		231,987
	10,200	Qualys, Inc. 1		221,793		235,722
				588,993		841,891
Total Information Technology				3,007,413		3,453,385
Materials (7.09%)
		Construction Materials (2.55%)
	5,870	CaesarStone Sdot Yam Ltd. 2		267,851		291,563
		Specialty Chemicals (2.54%)
	14,520	Flotek Industries, Inc. 1		307,744		291,416
		Steel (2.00%)
	8,430	SunCoke Energy Partners LP		209,406		228,453
Total Materials				785,001		811,432
Total Common Stocks				9,617,722		10,737,759
Principal Amount
Short Term Investments (6.69%)
$	766,297	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2013, 0.00% due 1/2/2014; Proceeds at maturity - $766,297 (Fully collateralized by $810,000 U.S. Treasury Note, 2.50% due 8/15/2023; Market value - $785,700) 3		766,297		766,297

See Notes to Schedules of Investments.

 Baron Discovery Fund

SCHEDULE OF INVESTMENTS (CONTINUED)

DECEMBER 31, 2013 (UNAUDITED)

	Cost		Value
Total Investments (100.47%)	$	10,384,019	$	11,504,056
Liabilities Less Cash and Other Assets (-0.47%)				(53,656	)
Net Assets			$	11,450,400
Retail Shares (Equivalent to $11.67 per share based on 648,775 shares outstanding)			$	7,568,722
Institutional Shares (Equivalent to $11.67 per share based on 332,512 shares outstanding)			$	3,881,678

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	Level 2 security. See Note 4 regarding Fair Value Measurements.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Investment Funds Trust December 31, 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 six series (individually, a “Fund” and collectively, the “Funds”): Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund and Baron Discovery Fund.

Each Fund offers 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 with market capitalizations between $1 billion and $15 billion that benefit from technology advances.

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

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

Baron Discover Fund commenced investment operations on October 1, 2013.

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 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. If there are no sales on a given day, the value of the security may be the average of the most recent bid and asked quotations on such exchange or the last sale price from a prior day. Where market quotations are not readily available, or, if in BAMCO, Inc.’s (the “Adviser”) judgment, they do not accurately reflect the fair value of a security, or an event occurs after the market close but before the Funds are priced that materially affects the value of a security, the 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 may consider when valuing a security include whether a current price is stale, there is recent news, the security is thinly traded, transactions are infrequent or quotations are genuine. There can be no guarantee, however, that a fair valuation used by the Funds on any given day will more accurately reflect the market value of an investment than the closing price of such investment in its market. 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 may review 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 that utilizes a systematic methodology to provide the Adviser 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 the adjusted prices. Other mutual funds may adjust the prices of their securities by different amounts.

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

 Baron Investment Funds Trust December 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

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

At December 31, 2013, the Funds did not have any securities on loan.

d) Repurchase Agreements.  The Funds may invest in repurchase agreements, which are short-term investments whereby the Funds acquire ownership of a debt security and the seller agrees to repurchase the security at a future date at a specified price. When entering into repurchase agreements, it is the Funds’ policy that their custodian 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 December 31, 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 December 31, 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	$	18,564,000
Windy City Investments Holdings, L.L.C.	11/13/2007-1/27/2011		29,636,135
Total Restricted Securities:		$	48,200,135
(Cost $86,581,904) † (1.75% of Net Assets)

	Baron Growth Fund
Name of Issuer	Acquisition Date(s)		Value
Private Equity Investments
Castlight Health, Inc.	4/26/2012		7,172,957
Kerzner International Holdings Ltd., Cl A	9/27/2006		26,418,000
Windy City Investments Holdings, L.L.C.	11/13/2007-1/27/2011		9,975,729
Rights
Agrinos AS Exp 7/15/2015	12/23/2013		116,086
Total Restricted Securities:		$	43,682,772
(Cost $87,630,996) † (0.52% of Net Assets)

	Baron Small Cap Fund
Name of Issuer	Acquisition Date(s)		Value
Common Stocks
Viggle, Inc.	8/25/2011, 4/27/2012	$	1,170,909
SFX Entertainment, Inc.	6/6/2012, 10/29/2012		28,975,000
Private Equity Investments
Kerzner International Holdings Ltd., Cl A	9/27/2006		12,495,000
Warrants
Platform Acquisition Holdings Ltd. Warrants Exp 10/31/2016	5/17/2013		1,675,003
Viggle, Inc. Warrants, Callable, Exp 8/22/2014	8/25/2011		5,455
Viggle, Inc. Warrants, Non-callable, Exp 4/27/2015	4/27/2012		0
Vitacost.com, Inc. Warrants, Exp 2/15/2016	2/17/2012		121,294
Total Restricted Securities:		$	44,442,661
(Cost $58,030,234) † (0.76% of Net Assets)

	Baron Opportunity Fund
Name of Issuer	Acquisition Date		Value
Private Equity Investments
Castlight Health, Inc.	4/26/2012	$	2,151,889
(Cost $1,500,001) (0.44% of Net Assets)

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

 Baron Investment Funds Trust December 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

4.  FAIR VALUE MEASUREMENTS

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

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

• Level 2 – prices determined using other 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, with markets that close hours before the Funds value their holdings, may require revised valuations due to significant movement in the U.S. markets. Since these values are not obtained from quoted prices in an active market, such securities are reflected as Level 2.

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

The following is a summary of the inputs used as of December 31, 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 †	$	2,690,722,546	$	–	$	–	$	2,690,722,546
Private Equity Investments †		–		–		48,200,135		48,200,135
Short Term Investments		–		44,519,519		–		44,519,519
Total Investments	$	2,690,722,546	$	44,519,519	$	48,200,135	$	2,783,442,200

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on December 31, 2013. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the year ended December 31, 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 †	$	7,868,581,807	$	94,157,418	$	–	$	7,962,739,225
Private Equity Investments †		–		–		43,566,686		43,566,686
Rights		–		116,086		–		116,086
Short Term Investments		–		308,865,470		–		308,865,470
Total Investments	$	7,868,581,807	$	403,138,974	$	43,566,686	$	8,315,287,467

$5,571,764 was transferred out of Level 2 into Level 1 at December 31, 2013 as a result of no longer adjusting closing prices for certain securities (as described in Note 2a), due to significant market movements between the time at which the Fund valued its securities and the earlier closing of foreign markets. It is the Fund’s policy to recognize transfers in and transfers out at the fair value as of the end of the period.

^†   See Schedules of Investments for additional detailed categorizations.

 Baron Investment Funds Trust December 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

	Baron Small Cap Fund
	Quoted Prices in				Significant
	Active Markets for		Other Significant		Unobservable
	Identical Assets		Observable Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks †	$	5,647,422,263	$	63,548,503	$	–	$	5,710,970,766
Private Equity Investments †		–		–		12,495,000		12,495,000
Warrants †		–		1,801,752		–		1,801,752
Short Term Investments		–		131,060,243		–		131,060,243
Total Investments	$	5,647,422,263	$	196,410,498	$	12,495,000	$	5,856,327,761

$30,650,003 was transferred out of Level 3 into Level 2 at December 31, 2013 due to restricted investments that became listed on a national exchange. $33,402,594 was transferred out of Level 1 into Level 2 at December 31, 2013 as a result of adjusting closing prices for certain securities and the earlier closing of foreign markets. It is the Fund’s policy to recognize transfers in and transfers out at the fair value as of the end of the period.

	Baron Opportunity Fund
	Quoted Prices in				Significant
	Active Markets for		Other Significant		Unobservable
	Identical Assets		Observable Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks †	$	491,682,891	$	–	$	–	$	491,682,891
Private Equity Investments		–		–		2,151,889		2,151,889
Short Term Investments		–		935,136		–		935,136
Total Investments	$	491,682,891	$	935,136	$	2,151,889	$	494,769,916

$1,000,354 was transferred out of Level 2 into Level 1 at December 31, 2013 as a result of no longer adjusting closing prices for certain securities (as described in Note 2a), due to significant market movements between the time at which the Fund valued its securities and the earlier closing of foreign markets. It is the Fund’s policy to recognize transfers in and transfers out at the fair value as of the end of the period.

	Baron Fifth Avenue Growth Fund
	Quoted Prices in				Significant
	Active Markets for		Other Significant		Unobservable
	Identical Assets		Observable Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks †	$	88,262,530	$	1,368,356	$	–	$	89,630,886
Short Term Investments		–		3,589,497		–		3,589,497
Total Investments	$	88,262,530	$	4,957,853	$	-	$	93,220,383

$1,368,356 was transferred out of Level 1 into Level 2 at December 31, 2013 as a result of adjusting closing prices for a certain security (as described in Note 2a). It is the Fund’s policy to recognize transfers in and transfers out at the fair value as of the end of the period.

	Baron Discovery Fund
	Quoted Prices in				Significant
	Active Markets for		Other Significant		Unobservable
	Identical Assets		Observable Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks †	$	10,568,149	$	169,610	$	-	$	10,737,759
Short Term Investments		–		766,297		–		766,297
Total Investments	$	10,568,149	$	935,907	$	-	$	11,504,056

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on December 31, 2013. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the year ended December 31, 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, 2013			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 December 31, 2013			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at December 31, 2013
Private Equity Investments
Consumer Discretionary		$	11,752,000		$	–		$	–		$	6,812,000		$	–		$	–		$	–		$	–		$	18,564,000		$	6,812,000
Financials			21,168,668			–			–			8,467,467			–			–			–			–			29,634,135			8,467,467
Total		$	32,920,668		$	–		$	–		$	15,279,467		$	–		$	–		$	–		$	–		$	48,200,135		$	15,279,467

 Baron Investment Funds Trust December 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

	Baron Growth Fund
Investments in Securities	Balance as of September 30, 2013			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 December 31, 2013			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at December 31, 2013
Private Equity Investments
Consumer Discretionary		$	16,724,000		$	–		$	–		$	9,694,000		$	–		$	–		$	–		$	–		$	26,418,000		$	9,694,000
Financials			7,125,521			–			–			2,850,208			–			–			–			–			9,975,729			2,850,208
Health Care			4,999,998			–			–			2,172,959			–			–			–			–			7,172,957			2,172,959
Total		$	28,849,519		$	–		$	–		$	14,717,167		$	–		$	–		$	–		$	–		$	43,566,686		$	14,717,167

	Baron Small Cap Fund
Investments in Securities	Balance as of September 30, 2013			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 December 31, 2013			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at December 31, 2013
Private Equity Investments
Consumer Discretionary		$	20,410,000		$	–		$	–		$	21,060,000		$	–		$	–		$	–		$	(28,975,000	)		$	12,495,000		$	4,585,000
Warrants
Unclassified			0			–			–			1,675,003			–			–			–			(1,675,003	)			–			–
Total		$	20,410,000		$	–		$	–		$	22,735,003		$	–		$	–		$	–		$	(30,650,003	)		$	12,495,000		$	4,585,000

	Baron Opportunity Fund
Investments in Securities	Balance as of September 30, 2013			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 December 31, 2013			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at December 31, 2013
Private Equity Investments
Health Care		$	1,500,001		$	–		$	–		$	651,888		$	–		$	–		$	–		$	–		$	2,151,889		$	651,888

Significant unobservable valuation inputs developed by the Adviser for significant (greater than 1% of net assets) Level 3 investments as of December 31, 2013, were as follows:

Baron Asset Fund

Sector	Company	Fair Value as of December 31, 2013	Valuation Technique	Unobservable Input	Weighted Average used on December 31, 2013	Range used on December 31, 2013
Private Equity Investments: Financials	Windy City Investments Holdings, L.L.C.	$29,636,135	Combination of Market Comparables and Option Pricing methods	Estimated volatility of the returns of the enterprise value(1)	5.78%	5.78%
				Discount for lack of marketability	3.92%	3.92%
				EV/Run Rate EBITDA Multiple(2)	10.87x	9.01x to 11.64x
				Adjustment to the EBITDA Multiple due to leverage(2)	2.65%	2.65%
				Change in the composite equity index of comparable companies	0.56%	-0.44% to 1.19%

⁽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 10.87x. 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.

Baron Investment Funds Trust December 31, 2013

NOTES TO SCHEDULES OF INVESTMENTS (UNAUDITED) (Continued)

5. COST OF INVESTMENTS FOR INCOME TAX PURPOSES

As of December 31, 2013, the components of net assets on a tax basis were substantially as follows:

									Baron				Baron				Baron Fifth				Baron
	Baron Asset				Baron Growth				Small Cap				Opportunity				Avenue Growth				Discovery
	Fund				Fund				Fund				Fund				Fund				Fund
Cost of investments		$	1,198,720,928			$	3,748,123,521			$	3,000,648,619			$	321,392,269			$	57,615,000			$	10,384,019
Unrealized appreciation		$	1,623,207,541			$	4,633,058,410			$	2,928,259,305			$	181,766,009			$	36,059,670			$	1,254,270
Unrealized depreciation			(38,486,269	)			(65,894,464	)			(72,580,163	)			(8,388,362	)			(454,287	)			(134,233	)
Net unrealized appreciation		$	1,584,721,272			$	4,567,163,946			$	2,855,679,142			$	173,377,647			$	35,605,383			$	1,120,037

6. TRANSACTIONS IN “AFFILIATED” COMPANIES ¹

	Baron Growth Fund
Name of Issuer	Value at September 30, 2013			Purchase Cost			Sales Proceeds			Net Change in Unrealized Appreciation (Depreciation)			Realized Gains/(Losses)			Shares Held at December 31, 2013		Value at December 31, 2013
“Affiliated” Company as of December 31, 2013:
Choice Hotels International, Inc.		$	129,893,925		$	–		$	–		$	17,804,400		$	–		3,007,500		$	147,698,325
Vail Resorts, Inc.			143,255,824			–			–			12,079,080			–		2,064,800			155,334,904
		$	273,149,749		$	–		$	–		$	29,883,480		$	–				$	303,033,229
	Baron Small Cap Fund

Name of Issuer	Value at September 30, 2013			Purchase Cost			Sales Proceeds			Net Change in Unrealized Appreciation (Depreciation)				Realized Gains/(Losses)				Shares Held at December 31, 2013		Value at December 31, 2013
“Affiliated” Company as of December 31:
Bravo Brio Restaurant Group, Inc.		$	18,875,000		$	–		$	4,049,773		$	1,443,977			$	796			1,000,000		$	16,270,000
The Chefs’ Warehouse, Inc.			48,510,000			–			–			12,726,000				–			2,100,000			61,236,000
Del Frisco’s Restaurant Group, Inc.			32,272,000			8,617,666			–			7,428,834				–			2,050,000			48,318,500
Globe Specialty Metals, Inc.			61,640,000			–			–			10,400,000				–			4,000,000			72,040,000
The KEYW Holding Corp.			30,262,500			–			3,882,062			(419,813	)			247,375			1,950,000			26,208,000
Rally Software Development Corp.			–			46,207,962			–			(9,066,631	)			–			1,909,580			37,141,331
		$	191,559,500		$	54,825,628		$	7,931,835			22,512,367				248,171					$	261,213,831
No Longer an "Affiliated" Company as of December 31, 2013:
BJ’s Restaurants, Inc.		$	43,080,000		$	–		$	6,720,450		$	4,187,542			$	(1,722,092	)		1,250,000		$	38,825,000
Susser Petroleum Partners LP			34,638,000			–			4,721,709			2,197,161				1,066,548			1,000,000			33,180,000
Viggle, Inc.			1,654,546			–			–			(483,637	)			–			2,545,455			1,170,909
Viggle, Inc., Warrants, Callable,
Exp 8/22/2014			–			–			–			–				–			2,000,000			–
Viggle, Inc., Warrants, Non-
callable, Exp 4/27/2015			38,182			–			–			(32,727	)			–			545,455			5,455
Vitacost.com, Inc.			25,500,000			–			12,570,588			1,557,554				(9,670,844	)		831,800			4,816,122
Vitacost.com, Inc. Warrants, Exp
2/16/2015			516,714			–			–			(395,420	)			–			242,589			121,294
		$	105,427,442		$	–		$	24,012,747		$	7,030,473			$	(10,326,388	)				$	78,118,780

¹ An “Affiliated” Company, as defined in the 1940 Act, is a company in which a Fund held 5% or more of the company’s outstanding voting securities at any time during the three month period ended December 31, 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:  February 25, 2014

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

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

By:	/s/  PEGGY WONG
	Peggy Wong
	Treasurer and Chief  Financial Officer
Date:  February 25, 2014