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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, 2014

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, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (97.98%)
Consumer Discretionary (24.60%)
		Apparel, Accessories & Luxury Goods (2.25%)
	175,000	Fossil Group, Inc. 1	$	13,482,048	$	18,291,000
	275,000	Ralph Lauren Corp.		4,972,904		44,189,750
				18,454,952		62,480,750
		Automotive Retail (1.40%)
	750,000	CarMax, Inc. 1		14,772,082		39,007,500
		Broadcasting (1.80%)
	675,000	Discovery Communications, Inc., Cl A 1		16,256,056		50,139,000
		Casinos & Gaming (2.80%)
	375,000	Wynn Resorts Ltd.		0		77,835,000
		Education Services (0.49%)
	325,000	DeVry Education Group, Inc.		546,016		13,760,500
		Hotels, Resorts & Cruise Lines (4.15%)
	800,000	Choice Hotels International, Inc.		3,577,372		37,688,000
	1,025,000	Hyatt Hotels Corp., Cl A 1		30,808,659		62,504,500
	482,471	Norwegian Cruise Line Holdings Ltd. 1,2		9,166,949		15,294,331
				43,552,980		115,486,831
		Internet Retail (4.69%)
	2,972,068	AO World plc (United Kingdom) 1,2		15,444,522		13,097,471
	1,125,000	HomeAway, Inc. 1		30,129,637		39,172,500
	65,000	The Priceline Group, Inc. (formerly, priceline.com, Inc.) 1		10,503,278		78,195,000
				56,077,437		130,464,971
		Leisure Facilities (2.78%)
	1,000,000	Vail Resorts, Inc.		19,491,424		77,180,000
		Specialty Stores (4.24%)
	825,000	Dick’s Sporting Goods, Inc.		25,648,809		38,412,000
	450,000	Tiffany & Co.		13,967,319		45,112,500
	570,000	Tractor Supply Co.		18,855,913		34,428,000
				58,472,041		117,952,500
Total Consumer Discretionary				227,622,988		684,307,052

Shares			Cost		Value
Common Stocks (continued)
Consumer Staples (0.64%)
		Food Distributors (0.64%)
	275,000	United Natural Foods, Inc. 1	$	14,611,786	$	17,902,500
Energy (6.04%)
		Oil & Gas Drilling (1.54%)
	370,000	Helmerich & Payne, Inc.		10,517,443		42,960,700
		Oil & Gas Equipment & Services (1.46%)
	185,000	Core Laboratories N.V. 2		12,671,507		30,906,100
	150,000	Oil States International, Inc. 1		5,850,283		9,613,500
				18,521,790		40,519,600
		Oil & Gas Exploration & Production (1.42%)
	274,500	Concho Resources, Inc. 1		12,981,350		39,665,250
		Oil & Gas Storage & Transportation (1.62%)
	450,000	Phillips 66 Partners LP		12,772,374		34,002,000
	174,934	Western Gas Equity Partners LP		3,848,548		10,968,362
				16,620,922		44,970,362
Total Energy				58,641,505		168,115,912
Financials (11.96%)
		Asset Management & Custody Banks (1.70%)
	350,000	Artisan Partners Asset Management, Inc., Cl A		21,700,000		19,838,000
	325,000	T. Rowe Price Group, Inc.		7,848,785		27,433,250
				29,548,785		47,271,250
		Investment Banking & Brokerage (2.71%)
	2,800,000	The Charles Schwab Corp.		3,023,977		75,404,000
		Office REITs (1.19%)
	89,500	Alexander’s, Inc. 4		4,271,765		33,067,565
		Property & Casualty Insurance (2.99%)
	1,450,000	Arch Capital Group Ltd. 1,2		15,819,917		83,288,000
		Real Estate Services (2.48%)
	2,150,000	CBRE Group, Inc., Cl A 1		29,247,253		68,886,000
		Regional Banks (0.89%)
	450,000	First Republic Bank		11,878,902		24,745,500
Total Financials				93,790,599		332,662,315

See Notes to Schedules of Investments.

 Baron Asset Fund

SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Health Care (15.45%)
		Health Care Distributors (1.50%)
	350,000	Henry Schein, Inc. 1	$	9,382,832	$	41,534,500
		Health Care Equipment (3.96%)
	825,000	IDEXX Laboratories, Inc. 1		33,055,763		110,195,250
		Health Care Facilities (1.34%)
	390,000	Universal Health Services, Inc., Cl B		24,381,197		37,346,400
		Health Care Supplies (1.29%)
	265,000	The Cooper Companies, Inc.		34,262,522		35,915,450
		Health Care Technology (0.49%)
	265,000	Cerner Corp. 1		5,777,893		13,668,700
		Life Sciences Tools & Services (6.87%)
	560,000	Illumina, Inc. 1		24,448,454		99,982,400
	275,000	Mettler-Toledo International, Inc. 1		17,214,470		69,624,500
	400,000	Quintiles Transnational Holdings, Inc. 1		18,309,703		21,316,000
				59,972,627		190,922,900
Total Health Care				166,832,834		429,583,200
Industrials (18.98%)
		Construction Machinery & Heavy Trucks (1.26%)
	425,000	Westinghouse Air Brake Technologies Corporation		28,502,302		35,100,750
		Diversified Support Services (0.27%)
	300,000	Civeo Corporation 1		4,182,253		7,509,000
		Environmental & Facilities
		Services (1.06%)
	250,000	Stericycle, Inc. 1		7,016,768		29,605,000
		Human Resource & Employment Services (0.94%)
	250,000	Towers Watson & Co., Cl A		27,580,032		26,057,500
		Industrial Conglomerates (1.50%)
	285,000	Roper Industries, Inc.		24,284,403		41,612,850
		Industrial Machinery (5.47%)
	950,000	Colfax Corp. 1		30,771,922		70,813,000
	450,000	The Middleby Corp. 1		23,539,575		37,224,000
	515,000	Pall Corp.		34,248,477		43,975,850
				88,559,974		152,012,850

Shares			Cost		Value
Common Stocks (continued)
Industrials (continued)
		Research & Consulting Services (5.37%)
	1,400,000	Nielsen N.V. (formerly,
		Nielsen Holdings N.V.) 2	$	34,667,450	$	67,774,000
	1,360,000	Verisk Analytics, Inc., Cl A 1		35,122,903		81,627,200
				69,790,353		149,401,200
		Trading Companies & Distributors (3.11%)
	1,175,000	Fastenal Co.		21,409,224		58,150,750
	1,000,000	MRC Global, Inc. 1		23,725,008		28,290,000
				45,134,232		86,440,750
Total Industrials				295,050,317		527,739,900
Information Technology (16.59%)
		Application Software (5.34%)
	625,000	ANSYS, Inc. 1		17,934,363		47,387,500
	525,000	FactSet Research Systems, Inc.		28,837,256		63,147,000
	935,000	Guidewire Software, Inc. 1		43,250,976		38,017,100
				90,022,595		148,551,600
		Data Processing & Outsourced Services (2.96%)
	625,000	FleetCor Technologies, Inc. 1		22,818,671		82,375,000
		Internet Software & Services (2.93%)
	175,000	LinkedIn Corp., Cl A 1		9,912,287		30,007,250
	267,500	Shutterstock, Inc. 1		17,386,686		22,197,150
	600,000	Verisign, Inc. 1		27,498,020		29,286,000
				54,796,993		81,490,400
		IT Consulting & Other Services (5.36%)
	155,000	Equinix, Inc. 1,4		10,768,505		32,563,950
	1,650,000	Gartner, Inc. 1		36,183,876		116,358,000
				46,952,381		148,921,950
Total Information Technology				214,590,640		461,338,950
Materials (0.72%)
		Industrial Gases (0.72%)
	185,000	Airgas, Inc.		12,122,086		20,148,350
Telecommunication Services (3.00%)
		Wireless Telecommunication Services (3.00%)
	815,000	SBA Communications Corp., Cl A 1		24,288,321		83,374,500
Total Common Stocks				1,107,551,076		2,725,172,679

See Notes to Schedules of Investments.

 Baron Asset Fund

SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2014 (UNAUDITED)

Shares			Cost		Value
Private Equity Investments (1.48%)
Financials (1.48%)
		Asset Management & Custody Banks (1.48%)
	7,056,223	Windy City Investments Holdings, L.L.C. 1,3,4,6	$	34,581,904	$	41,137,778
Principal Amount
Short Term Investments (0.53%)
$	14,750,662	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/30/2014, 0.00% due 7/1/2014; Proceeds at maturity - $14,750,662; (Fully collateralized by $15,880,000 U.S. Treasury Note, 1.75% due 5/15/2023; Market value - $15,046,300) 5		14,750,662		14,750,662
Total Investments (99.99%)			$	1,156,883,642		2,781,061,119
Cash and Other Assets Less Liabilities (0.01%)						184,481
Net Assets					$	2,781,245,600
Retail Shares (Equivalent to $64.69 per share based on 32,925,955 shares outstanding)					$	2,129,824,997
Institutional Shares (Equivalent to $65.78 per share based on 9,903,539 shares outstanding)					$	651,420,603

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At June 30, 2014, the market value of restricted and fair valued securities amounted to $41,137,778 or 1.48% of net assets. This security is not 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, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (99.49%)
Consumer Discretionary (23.54%)
		Apparel, Accessories &
		Luxury Goods (2.96%)
	4,150,000	Under Armour, Inc., Cl A 1	$	32,915,217	$	246,883,500
		Automotive Retail (0.45%)
	750,000	Penske Automotive Group, Inc.		13,032,059		37,125,000
		Casinos & Gaming (1.44%)
	3,870,620	Penn National Gaming, Inc. 1		33,038,240		46,989,327
	2,900,000	Pinnacle Entertainment, Inc. 1		47,133,881		73,022,000
				80,172,121		120,011,327
		Distributors (1.34%)
	4,175,000	LKQ Corp. 1		24,361,393		111,430,750
		Education Services (2.65%)
	2,257,170	Bright Horizons Family Solutions, Inc. 1		74,787,601		96,922,880
	2,000,000	DeVry Education Group, Inc.		29,820,976		84,680,000
	2,170,168	Nord Anglia Education, Inc. 1,2		41,508,201		39,714,074
				146,116,778		221,316,954
		Home Improvement Retail (1.08%)
	1,180,000	Lumber Liquidators Holdings, Inc. 1		27,982,185		89,621,000
		Hotels, Resorts & Cruise Lines (3.52%)
	3,007,500	Choice Hotels International, Inc. 4		73,061,456		141,683,325
	271,739	Diamond Resorts International, Inc. 1		3,804,346		6,323,367
	2,875,000	Interval Leisure Group, Inc.		55,667,992		63,077,500
	1,400,000	Marriott Vacations Worldwide Corp. 1		75,380,480		82,082,000
				207,914,274		293,166,192
		Internet Retail (0.79%)
	15,000,000	AO World plc (United Kingdom) 1,2		74,208,328		66,102,817
		Leisure Facilities (2.21%)
	140,607	ClubCorp Holdings, Inc.		2,456,520		2,606,854
	2,064,800	Vail Resorts, Inc. 4		59,870,980		159,361,264
	1,358,700	Whistler Blackcomb Holdings, Inc. (Canada) 2		15,542,103		22,588,761
				77,869,603		184,556,879

Shares				Cost		Value
Common Stocks (continued)
Consumer Discretionary (continued)
		Leisure Products (0.09%)
	300,000	BRP, Inc. (Canada) 1,2	$	6,242,137	$	7,394,218
		Movies & Entertainment (2.02%)
	2,400,000	DreamWorks Animation
		SKG, Inc., Cl A 1		66,148,085		55,824,000
	625,000	Imax Corp. 1,2		18,512,773		17,800,000
	5,422,299	Manchester United plc, Cl A 1,2,6		76,721,822		94,619,118
				161,382,680		168,243,118
		Publishing (1.01%)
	1,175,000	Morningstar, Inc.		25,213,451		84,376,750
		Restaurants (0.98%)
	408,000	Noodles & Co. 1		13,628,055		14,031,120
	450,000	Panera Bread Co., Cl A 1		15,602,751		67,423,500
				29,230,806		81,454,620
		Specialty Stores (3.00%)
	2,138,525	The Container Store Group, Inc. 1,6		74,245,699		59,408,224
	4,100,000	Dick’s Sporting Goods, Inc.		69,383,822		190,896,000
				143,629,521		250,304,224
Total Consumer Discretionary				1,050,270,553		1,961,987,349
Consumer Staples (5.32%)
		Brewers (0.54%)
	201,400	The Boston Beer Co., Inc., Cl A 1		29,104,380		45,016,928
		Food Distributors (1.79%)
	2,290,237	United Natural Foods,Inc. 1		98,857,949		149,094,429
		Household Products (1.26%)
	1,500,000	Church & Dwight Co., Inc.		27,340,827		104,925,000
		Packaged Foods & Meats (1.73%)
	1,800,000	TreeHouse Foods, Inc. 1		85,049,691		144,126,000
Total Consumer Staples				240,352,847		443,162,357

See Notes to Schedules of Investments.

 Baron Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Energy (7.32%)
		Oil & Gas Drilling (1.11%)
	800,000	Helmerich & Payne, Inc.	$	17,917,319	$	92,888,000
		Oil & Gas Equipment &
		Services (2.31%)
	320,000	CARBO Ceramics, Inc.		20,507,880		49,318,400
	600,000	Core Laboratories N.V. 2		13,859,283		100,236,000
	525,000	SEACOR Holdings, Inc. 1		19,601,963		43,181,250
				53,969,126		192,735,650
		Oil & Gas Exploration &
		Production (1.06%)
	247,191	Oasis Petroleum, Inc. 1		3,460,674		13,815,505
	1,250,000	RSP Permian, Inc. 1		25,520,068		40,550,000
	400,000	SM Energy Co.		13,315,693		33,640,000
				42,296,435		88,005,505
		Oil & Gas Storage &
		Transportation (2.84%)
	1,435,350	Atlas Energy, L.P.		62,256,582		64,418,508
	70,000	MPLX LP		1,540,000		4,515,000
	1,200,000	Targa Resources Corp.		36,086,844		167,484,000
				99,883,426		236,417,508
	Total Energy			214,066,306		610,046,663
	Financials (15.08%)
		Asset Management & Custody
		Banks (4.34%)
	1,994,899	The Carlyle Group		43,767,989		67,746,770
	2,175,000	Cohen & Steers, Inc.		58,249,032		94,351,500
	1,200,000	Eaton Vance Corp.		20,685,197		45,348,000
	2,049,712	Financial Engines, Inc.		56,684,247		92,810,959
	1,230,195	Oaktree Capital Group, LLC		53,958,848		61,497,448
				233,345,313		361,754,677
		Diversified REITs (0.29%)
	712,000	American Assets Trust, Inc.		13,797,057		24,599,600
		Hotel & Resort REITs (0.70%)
	1,650,000	LaSalle Hotel Properties		38,657,293		58,228,500
		Life & Health Insurance (1.55%)
	2,700,000	Primerica, Inc.		65,591,464		129,195,000
		Office REITs (1.75%)
	135,000	Alexander’s, Inc. 5		28,435,048		49,878,450
	3,400,000	Douglas Emmett, Inc.		44,383,104		95,948,000
				72,818,152		145,826,450
		Property & Casualty
		Insurance (2.77%)
	4,025,000	Arch Capital Group Ltd. 1,2		39,451,760		231,196,000

Shares				Cost		Value
Common Stocks (continued)
Financials (continued)
		Residential REITs (0.29%)
	625,000	American Campus Communities, Inc.	$	15,945,384	$	23,900,000
		Specialized Finance (1.24%)
	2,250,000	MSCI, Inc. 1		44,874,679		103,162,500
		Specialized REITs (2.15%)
	775,000	Alexandria Real Estate Equities, Inc. 5		29,318,982		60,171,000
	3,496,074	Gaming and Leisure Properties, Inc.		89,454,330		118,761,634
				118,773,312		178,932,634
Total Financials				643,254,414		1,256,795,361
Health Care (9.35%)
		Biotechnology (0.14%)
	390,000	Acadia Pharmaceuticals, Inc. 1		8,958,775		8,810,100
	98,921	Foundation Medicine, Inc. 1		2,532,243		2,666,910
				11,491,018		11,477,010
		Health Care Equipment (1.85%)
	400,000	Edwards Lifesciences Corp. 1		5,349,910		34,336,000
	900,000	IDEXX Laboratories, Inc. 1		28,558,026		120,213,000
				33,907,936		154,549,000
		Health Care Facilities (2.10%)
	275,000	Brookdale Senior Living, Inc. 1		5,469,421		9,168,500
	3,500,000	Community Health Systems, Inc. 1		65,297,992		158,795,000
	200,000	VCA, Inc. (formerly, VCA Antech, Inc.) 1		3,991,557		7,018,000
				74,758,970		174,981,500
		Health Care Services (0.08%)
	150,000	IPC The Hospitalist Co., Inc. 1		3,121,418		6,633,000
		Health Care Supplies (0.72%)
	365,038	Neogen Corp. 1		8,075,677		14,773,088
	1,077,686	West Pharmaceutical
		Services, Inc.		37,684,652		45,456,795
				45,760,329		60,229,883
		Health Care Technology (0.18%)
	828,286	Castlight Health, Inc., Cl A 1,3,8		4,999,998		11,960,450
	225,000	Castlight Health, Inc., Cl B 1		4,309,434		3,420,000
				9,309,432		15,380,450
		Life Sciences Tools & Services (2.65%)
	550,000	Mettler-Toledo International, Inc. 1		27,486,940		139,249,000
	880,943	TECHNE Corp.		46,631,249		81,548,894
				74,118,189		220,797,894
		Pharmaceuticals (1.63%)
	4,150,000	CFR Pharmaceuticals SA 144A, ADR 2,8		96,966,145		135,663,500
Total Health Care				349,433,437		779,712,237

See Notes to Schedules of Investments.

 Baron Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Industrials (16.11%)
		Building Products (1.42%)
	1,250,000	Masonite International Corp. 1,2	$	69,861,758	$	70,325,000
	1,670,000	Trex Co., Inc. 1		62,696,594		48,129,400
				132,558,352		118,454,400
		Construction & Engineering (0.73%)
	1,845,000	Badger Daylighting Ltd. (Canada) 2		67,574,781		60,776,674
		Diversified Support Services (1.51%)
	3,500,000	Copart, Inc. 1		42,756,022		125,860,000
		Electrical Components &
		Equipment (1.64%)
	2,800,000	Generac Holdings, Inc. 1		9,994,546		136,472,000
		Industrial Machinery (5.33%)
	2,315,480	Colfax Corp. 1		53,608,386		172,595,879
	2,550,000	The Middleby Corp. 1		74,456,718		210,936,000
	400,000	Valmont Industries, Inc.		32,589,034		60,780,000
				160,654,138		444,311,879
		Railroads (2.52%)
	2,000,000	Genesee & Wyoming, Inc., Cl A 1		32,221,169		210,000,000
		Research & Consulting
		Services (1.12%)
	530,000	The Advisory Board Co. 1		28,049,691		27,454,000
	375,000	IHS, Inc., Cl A 1		15,320,116		50,876,250
	600,000	Mistras Group, Inc. 1		7,563,468		14,712,000
				50,933,275		93,042,250
		Trading Companies &
		Distributors (1.48%)
	2,000,000	Air Lease Corp.		47,523,423		77,160,000
	485,000	MSC Industrial Direct Co., Inc., Cl A		17,282,737		46,385,400
				64,806,160		123,545,400
		Trucking (0.36%)
	475,000	Landstar System, Inc.		11,073,375		30,400,000
Total Industrials				572,571,818		1,342,862,603

Shares				Cost		Value
Common Stocks (continued)
Information Technology (18.01%)
		Application Software (9.04%)
	2,109,430	Advent Software, Inc.	$	31,797,327	$	68,704,135
	1,850,000	ANSYS, Inc. 1		44,326,673		140,267,000
	1,025,000	Bottomline Technologies (de), Inc. 1		28,295,337		30,668,000
	825,000	Concur Technologies, Inc. 1		18,214,873		77,005,500
	1,600,000	FactSet Research Systems, Inc.		80,624,740		192,448,000
	1,173,796	Guidewire Software, Inc. 1		37,834,851		47,726,545
	2,850,000	Pegasystems, Inc.		43,434,855		60,192,000
	3,087,713	SS&C Technologies Holdings, Inc. 1		52,369,849		136,538,669
				336,898,505		753,549,849
		Data Processing & Outsourced
		Services (1.57%)
	3,050,000	MAXIMUS, Inc.		58,567,377		131,211,000
		Electronic Equipment &
		Instruments (0.71%)
	650,000	FEI Company		24,367,636		58,974,500
		Internet Software &
		Services (2.90%)
	1,166,670	Benefitfocus, Inc. 1		53,314,259		53,923,488
	999,653	CoStar Group, Inc. 1		44,116,616		158,115,115
	357,500	Shutterstock, Inc. 1		23,928,368		29,665,350
				121,359,243		241,703,953
		IT Consulting & Other
		Services (3.79%)
	5,500,000	Booz Allen Hamilton Holding Corp.		74,508,560		116,820,000
	2,825,000	Gartner, Inc. 1		45,240,023		199,219,000
				119,748,583		316,039,000
Total Information Technology				660,941,344		1,501,478,302

See Notes to Schedules of Investments.

 Baron Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Materials (1.06%)
		Construction Materials (1.01%)
	1,725,000	CaesarStone Sdot Yam Ltd. 1,2	$	31,551,799	$	84,663,000
		Fertilizers & Agricultural
		Chemicals (0.05%)
	4,907,918	Agrinos AS (Mexico) 1,2,4		18,316,594		4,000,683
Total Materials				49,868,393		88,663,683
Telecommunication Services (0.76%)
		Alternative Carriers (0.76%)
	7,493,437	Iridium Communications Inc. 1,4		45,709,971		63,394,477
Utilities (2.94%)
		Electric Utilities (2.94%)
	6,720,000	ITC Holdings Corp.		69,432,900		245,145,600
Total Common Stocks				3,895,901,983		8,293,248,632
Preferred Stocks (0.16%)
Telecommunication Services (0.16%)
		Alternative Carriers (0.16%)
	41,074	Iridium Communications Inc., Series B, 6.75% 4		10,268,500		13,560,171
Private Equity Investments (0.17%)
Financials (0.17%)
		Asset Management & Custody
		Banks (0.17%)
	2,375,173	Windy City Investments Holdings, L.L.C. 1,3,5,9		8,630,998		13,847,261
Rights (0.00%)
Materials (0.00%)
		Fertilizers & Agricultural
		Chemicals (0.00%)
	393,349	Agrinos AS (Mexico) Exp 7/15/2015 1,2,3,4,8		0		69,258

Shares				Cost		Value
Short Term Investments (0.09%)
Securities Lending Collateral (0.09%)
	7,063,875	State Street Navigator Securities Lending Prime Portfolio 7,8	$	7,063,875	$	7,063,875
Total Investments (99.91%)			$	3,921,865,356		8,327,789,197
Cash and Other Assets Less
Liabilities (0.09%)						7,725,683
Net Assets					$	8,335,514,880
Retail Shares (Equivalent to $72.89 per share
based on 63,992,196 shares outstanding)					$	4,664,690,858
Institutional Shares (Equivalent to $73.74 per share
based on 49,779,321 shares outstanding)					$	3,670,824,022

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At June 30, 2014, the market value of restricted and fair valued securities amounted to $25,876,969 or 0.31% 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	The value on loan at June 30, 2014 amounted to $6,692,764 or 0.08% of net assets. See Note 2c regarding Securities Lending.
7	Represents investment of cash collateral received from securities lending transactions. See Note 2c regarding Securities Lending.
8	Level 2 security. See Note 4 regarding Fair Value Measurements.
9	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, 2014, the market value of Rule 144A securities amounted to $135,663,500 or 1.63% 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, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (97.66%)
Consumer Discretionary (19.49%)
		Advertising (0.54%)
	1,750,000	National CineMedia, Inc.	$	25,567,284	$	30,642,500
		Apparel, Accessories & Luxury Goods (3.74%)
	650,000	Fossil Group, Inc. 1		15,294,653		67,938,000
	2,000,000	Iconix Brand Group, Inc. 1		29,279,689		85,880,000
	2,500,000	Quiksilver, Inc. 1		6,297,743		8,950,000
	1,900,000	Tumi Holdings, Inc. 1		37,991,512		38,247,000
	350,000	Vince Holding Corp. 1		7,985,127		12,817,000
				96,848,724		213,832,000
		Broadcasting (1.44%)
	600,000	Liberty Media Corp., Cl A 1		7,138,003		82,008,000
		Casinos & Gaming (1.73%)
	3,000,000	Penn National Gaming, Inc. 1		17,926,778		36,420,000
	300,000	Wynn Resorts Ltd.		1,271,840		62,268,000
				19,198,618		98,688,000
		Education Services (2.55%)
	2,347,847	Bright Horizons Family Solutions, Inc. 1		80,059,683		100,816,550
	2,451,980	Nord Anglia Education, Inc. 1,2		43,015,369		44,871,234
				123,075,052		145,687,784
		Home Improvement Retail (1.33%)
	1,000,000	Lumber Liquidators Holdings, Inc. 1		29,024,571		75,950,000
		Homefurnishing Retail (1.17%)
	1,400,000	Mattress Firm Holding Corp. 1		35,360,733		66,850,000
		Internet Retail (1.37%)
	2,250,000	HomeAway, Inc. 1		54,558,103		78,345,000
		Movies & Entertainment (1.90%)
	1,250,000	The Madison Square Garden Co., Cl A 1		31,872,245		78,062,500
	3,750,000	SFX Entertainment, Inc. 1		26,066,093		30,375,000
				57,938,338		108,437,500
		Restaurants (2.82%)
	1,000,000	BJ’s Restaurants, Inc. 1		36,351,290		34,910,000
	1,500,000	The Cheesecake Factory, Inc.		34,778,286		69,630,000
	2,050,000	Del Frisco’s Restaurant Group, Inc. 1,4		42,350,887		56,498,000
				113,480,463		161,038,000

Shares			Cost		Value
Common Stocks (continued)
Consumer Discretionary (continued)
		Specialty Stores (0.90%)
	1,850,000	The Container Store Group, Inc. 1,6	$	60,559,626	$	51,393,000
Total Consumer Discretionary				622,749,515		1,112,871,784
Consumer Staples (3.40%)
		Food Distributors (2.35%)
	2,000,000	The Chefs’ Warehouse, Inc. 1,4		32,011,792		39,540,000
	1,450,000	United Natural Foods, Inc. 1		62,683,145		94,395,000
				94,694,937		133,935,000
		Food Retail (1.05%)
	1,750,000	Fairway Group Holdings Corp. 1		30,276,146		11,637,500
	600,000	Susser Holdings Corp. 1		23,228,015		48,432,000
				53,504,161		60,069,500
Total Consumer Staples				148,199,098		194,004,500
Energy (9.89%)
		Oil & Gas Equipment & Services (2.67%)
	200,000	CARBO Ceramics, Inc.		13,114,503		30,824,000
	400,000	Core Laboratories N.V. 2		15,025,706		66,824,000
	1,500,000	Forum Energy Technologies, Inc. 1		30,924,862		54,645,000
				59,065,071		152,293,000
		Oil & Gas Exploration & Production (1.30%)
	311,642	Athlon Energy, Inc. 1		6,664,254		14,865,324
	650,000	Bonanza Creek Energy, Inc. 1		21,498,889		37,173,500
	400,000	Oasis Petroleum, Inc. 1		5,600,000		22,356,000
				33,763,143		74,394,824
		Oil & Gas Storage & Transportation (5.92%)
	750,000	PBF Logistics LP 1		19,261,183		20,640,000
	750,000	Phillips 66 Partners LP		20,967,947		56,670,000
	5,000,000	Scorpio Tankers, Inc. 2		42,287,906		50,850,000
	164,552	Susser Petroleum Partners LP		3,373,316		7,722,425
	750,000	Targa Resources Corp.		17,965,719		104,677,500
	400,000	Tesoro Logistics LP		16,711,104		29,360,000
	707,200	Valero Energy Partners LP		18,492,945		35,579,232
	1,000,000	Western Refining Logistics LP		23,110,967		32,710,000
				162,171,087		338,209,157
Total Energy				254,999,301		564,896,981

See Notes to Schedules of Investments.

 Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Financials (8.62%)
		Asset Management & Custody Banks (2.57%)
	875,000	Artisan Partners Asset Management, Inc., Cl A	$	36,710,498	$	49,595,000
	2,150,000	Financial Engines, Inc.		48,440,910		97,352,000
				85,151,408		146,947,000
		Hotel & Resort REITs (1.72%)
	1,500,000	Chesapeake Lodging Trust		25,751,746		45,345,000
	1,500,000	LaSalle Hotel Properties		34,882,420		52,935,000
				60,634,166		98,280,000
		Investment Banking & Brokerage (0.41%)
	700,000	Moelis & Co. 1		17,573,577		23,527,000
		Office REITs (0.67%)
	350,000	SL Green Realty Corp.		7,505,834		38,293,500
		Real Estate Services (0.84%)
	1,500,000	CBRE Group, Inc., Cl A 1		7,261,912		48,060,000
		Specialized REITs (1.79%)
	3,000,000	Gaming and Leisure Properties, Inc.		60,149,822		101,910,000
		Thrifts & Mortgage Finance (0.62%)
	1,750,000	Essent Group, Ltd. 1,2		36,314,929		35,157,500
Total Financials				274,591,648		492,175,000
Health Care (9.26%)
		Biotechnology (0.63%)
	750,000	Cepheid 1		24,504,439		35,955,000
		Health Care Distributors (0.38%)
	152,873	MWI Veterinary Supply, Inc. 1		21,471,657		21,706,437
		Health Care Equipment (3.42%)
	1,250,000	DexCom, Inc. 1		17,100,777		49,575,000
	500,000	HeartWare International, Inc. 1		49,640,437		44,250,000
	670,922	IDEXX Laboratories, Inc. 1		21,699,129		89,615,052
	500,000	Masimo Corp. 1		9,376,530		11,800,000
				97,816,873		195,240,052

Shares			Cost		Value
Common Stocks (continued)
Health Care (continued)
		Health Care Facilities (2.16%)
	2,985,000	Brookdale Senior Living, Inc. 1	$	53,151,499	$	99,519,900
	750,000	Emeritus Corp. 1		19,131,389		23,737,500
				72,282,888		123,257,400
		Life Sciences Tools & Services (2.67%)
	300,000	Covance, Inc. 1		10,515,514		25,674,000
	1,350,000	ICON plc 1,2		43,388,030		63,598,500
	250,000	Mettler-Toledo International, Inc. 1		14,245,819		63,295,000
				68,149,363		152,567,500
Total Health Care				284,225,220		528,726,389
Industrials (16.33%)
		Aerospace & Defense (4.31%)
	2,250,000	DigitalGlobe, Inc. 1		66,689,631		62,550,000
	1,950,000	The KEYW Holding Corp. 1,4		20,680,495		24,511,500
	950,000	TransDigm Group, Inc. 1		854,326		158,897,000
				88,224,452		245,958,500
		Electrical Components & Equipment (2.00%)
	825,000	Acuity Brands, Inc.		44,094,137		114,056,250
		Environmental & Facilities Services (3.42%)
	1,150,000	Clean Harbors, Inc. 1		29,600,019		73,887,500
	2,500,000	Waste Connections, Inc.		44,418,371		121,375,000
				74,018,390		195,262,500
		Human Resource & Employment Services (1.12%)
	1,801,100	On Assignment, Inc. 1		46,118,844		64,065,127
		Industrial Machinery (2.76%)
	350,000	Graco, Inc.		7,828,497		27,328,000
	750,000	Nordson Corp.		22,985,460		60,142,500
	2,500,000	Rexnord Corp. 1		47,210,825		70,375,000
				78,024,782		157,845,500
		Office Services & Supplies (0.48%)
	1,451,700	Interface, Inc.		19,551,249		27,350,028

See Notes to Schedules of Investments.

 Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Industrials (continued)
		Railroads (1.47%)
	800,000	Genesee & Wyoming, Inc., Cl A 1	$	21,723,581	$	84,000,000
		Research & Consulting Services (0.77%)
	850,000	The Advisory Board Co. 1		45,821,676		44,030,000
Total Industrials				417,577,111		932,567,905
Information Technology (19.35%)
		Application Software (6.35%)
	1,500,000	ACI Worldwide, Inc. 1		57,419,462		83,745,000
	2,000,000	Advent Software, Inc.		29,073,517		65,140,000
	1,500,000	Guidewire Software, Inc. 1		40,880,643		60,990,000
	2,500,000	RealPage, Inc. 1		46,393,983		56,200,000
	700,000	The Ultimate Software Group, Inc. 1		17,611,027		96,719,000
				191,378,632		362,794,000
		Data Processing & Outsourced Services (3.39%)
	950,000	FleetCor Technologies, Inc. 1		23,597,570		125,210,000
	650,000	WEX Inc. 1		30,423,456		68,230,500
				54,021,026		193,440,500
		Electronic Components (0.17%)
	314,514	Knowles Corp. 1		9,226,125		9,668,160
		Electronic Equipment & Instruments (3.35%)
	1,750,000	Cognex Corp. 1		28,532,685		67,200,000
	708,767	Coherent, Inc. 1		34,030,133		46,899,113
	850,000	FEI Company		33,259,652		77,120,500
				95,822,470		191,219,613
		Internet Software & Services (0.71%)
	850,000	comScore, Inc. 1		27,834,214		30,158,000
	300,000	GrubHub, Inc. 1		7,800,000		10,623,000
				35,634,214		40,781,000
		IT Consulting & Other Services (4.94%)
	1,800,000	Acxiom Corp. 1		44,648,394		39,042,000
	400,000	Equinix, Inc. 1,5		23,435,720		84,036,000
	2,250,000	Gartner, Inc. 1		41,942,703		158,670,000
				110,026,817		281,748,000
		Systems Software (0.44%)
	2,300,000	Rally Software Development Corp. 1,4		51,687,216		25,047,000
Total Information Technology				547,796,500		1,104,698,273

Shares			Cost		Value
Common Stocks (continued)
Materials (6.19%)
		Diversified Metals & Mining (1.46%)
	4,000,000	Globe Specialty Metals, Inc. 4	$	46,608,066	$	83,120,000
		Metal & Glass Containers (2.03%)
	4,500,000	Berry Plastics Group, Inc. 1		75,853,854		116,100,000
		Specialty Chemicals (1.97%)
	1,536,702	Flotek Industries, Inc. 1		31,308,937		49,420,336
	2,250,000	Platform Specialty Products Corp. 1		36,798,334		63,067,500
				68,107,271		112,487,836
		Steel (0.73%)
	1,000,000	SunCoke Energy, Inc. 1		16,688,469		21,500,000
	675,000	SunCoke Energy Partners LP		16,008,489		20,385,000
				32,696,958		41,885,000
Total Materials				223,266,149		353,592,836
Telecommunication Services (4.46%)
		Wireless Telecommunication Services (4.46%)
	148,323,290	Sarana Menara Nusantara Tbk PT (Indonesia) 1,2		30,976,387		49,733,031
	2,000,000	SBA Communications Corp., Cl A 1		10,934,506		204,600,000
Total Telecommunication Services				41,910,893		254,333,031
Utilities (0.67%)
		Electric Utilities (0.43%)
	675,000	ITC Holdings Corp.		9,427,959		24,624,000
		Renewable Electricity (0.24%)
	363,937	Abengoa Yield plc 1,2		10,554,173		13,764,097
Total Utilities				19,982,132		38,388,097
Total Common Stocks				2,835,297,567		5,576,254,796

See Notes to Schedules of Investments.

 Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2014 (UNAUDITED)

Shares			Cost		Value
Warrants (0.00%)
Consumer Discretionary (0.00%)
		Internet Retail (0.00%)
	242,589	Vitacost.com, Inc. Warrants, Exp 2/15/2016 1,3,8	$	30,234	$	130,998
Total Consumer Discretionary				30,234		130,998
Information Technology (0.00%)
		Internet Software & Services (0.00%)
	25,000	Viggle, Inc. Warrants, Callable Exp 8/22/2014 1,3,8		0		0
	6,818	Viggle, Inc. Warrants, Non-Callable Exp 4/27/2015 1,3,8		0		0
Total Information Technology				0		0
Total Warrants				30,234		130,998
Principal Amount
Short Term Investments (2.36%)
Repurchase Agreement (2.32%)
$	132,420,801	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/30/2014, 0.00% due 7/1/2014; Proceeds at maturity - $132,420,801; (Fully collateralized by $88,335,000 U.S. Treasury Note, 1.75% due 5/15/2023; Market value - $83,697,413 and $50,000,000 U.S. Treasury Note, 2.75% due 11/15/2023; Market value - $51,375,000) 8		132,420,801		132,420,801

Shares			Cost		Value
Short Term Investments (continued)
Securities Lending Collateral (0.04%)
	2,311,150	State Street Navigator Securities Lending Prime Portfolio 7,8	$	2,311,150	$	2,311,150
Total Short Term Investments				134,731,951		134,731,951
Total Investments (100.02%)			$	2,970,059,752		5,711,117,745
Liabilities Less Cash and Other Assets (-0.02%)						(1,207,971	)
Net Assets					$	5,709,909,774
Retail Shares (Equivalent to $35.42 per share based on 104,282,090 shares outstanding)					$	3,693,618,181
Institutional Shares (Equivalent to $35.91 per share based on 56,153,190 shares outstanding)					$	2,016,291,593

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At June 30, 2014, the market value of restricted and fair valued securities amounted to $130,998 or 0.00% 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	The value on loan at June 30, 2014 amounted to $2,158,506 or 0.04% of net assets. See Note 2c regarding Securities Lending.
7	Represents investment of cash collateral received from securities lending transactions. See Note 2c regarding Securities Lending.
8	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 Opportunity Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (99.40%)
Consumer Discretionary (21.97%)
		Apparel, Accessories & Luxury Goods (2.13%)
	51,000	Fossil Group, Inc. 1	$	4,117,544	$	5,330,520
	85,500	Under Armour, Inc., Cl A 1		2,166,660		5,086,395
				6,284,204		10,416,915
		Automobile Manufacturers (1.28%)
	26,000	Tesla Motors Inc. 1		4,954,533		6,241,560
		Automotive Retail (2.48%)
	233,370	CarMax, Inc. 1		7,159,100		12,137,574
		Broadcasting (2.99%)
	80,500	Discovery Communications, Inc., Series C 1		2,928,767		5,843,495
	64,000	Liberty Media Corp., Cl A 1		3,835,479		8,747,520
				6,764,246		14,591,015
		Homefurnishing Retail (1.49%)
	78,000	Restoration Hardware Holdings, Inc. 1		4,697,026		7,257,900
		Internet Retail (8.37%)
	1,685,000	AO World plc (United Kingdom) 1,2		8,290,690		7,425,550
	218,222	HomeAway, Inc. 1		5,909,118		7,598,490
	141,500	Liberty Ventures Group, Series A 1		8,533,763		10,442,700
	16,000	Netflix, Inc. 1		4,093,783		7,049,600
	6,950	The Priceline Group, Inc. (formerly, priceline.com, Inc.) 1		1,120,974		8,360,850
				27,948,328		40,877,190
		Movies & Entertainment (3.23%)
	356,000	DreamWorks Animation SKG, Inc., Cl A 1		9,423,381		8,280,560
	430,240	Manchester United plc, Cl A 1,2,5		7,216,953		7,507,688
				16,640,334		15,788,248
Total Consumer Discretionary				74,447,771		107,310,402
Energy (6.35%)
		Oil & Gas Equipment & Services (1.46%)
	46,168	CARBO Ceramics, Inc.		3,031,381		7,115,412
		Oil & Gas Exploration & Production (3.72%)
	69,000	Concho Resources, Inc. 1		6,757,278		9,970,500
	146,381	Oasis Petroleum, Inc. 1		3,417,167		8,181,234
				10,174,445		18,151,734
		Oil & Gas Storage & Transportation (1.17%)
	95,200	Golar LNG Ltd. 2		3,246,537		5,721,520
Total Energy				16,452,363		30,988,666

Shares			Cost		Value
Common Stocks (continued)
Financials (1.21%)
		Asset Management & Custody Banks (1.21%)
	130,500	Financial Engines, Inc.	$	7,580,804	$	5,909,040
Health Care (13.10%)
		Biotechnology (1.76%)
	132,500	Cepheid 1		4,496,326		6,352,050
	83,690	Foundation Medicine, Inc. 1		1,981,380		2,256,282
				6,477,706		8,608,332
		Health Care Equipment (1.02%)
	211,344	Masimo Corp. 1		4,642,523		4,987,718
		Health Care Technology (3.55%)
	50,500	athenahealth, Inc. 1		7,058,358		6,319,065
	248,486	Castlight Health, Inc., Cl A 1,3,7		1,500,001		3,588,138
	173,500	Medidata Solutions, Inc. 1		9,047,426		7,427,535
				17,605,785		17,334,738
		Life Sciences Tools & Services (4.58%)
	125,115	Illumina, Inc. 1		5,960,026		22,338,032
		Pharmaceuticals (2.19%)
	116,500	Pacira Pharmaceuticals, Inc. 1		7,571,748		10,701,690
Total Health Care				42,257,788		63,970,510
Industrials (6.75%)
		Aerospace & Defense (1.53%)
	268,546	DigitalGlobe, Inc. 1		7,695,025		7,465,579
		Industrial Machinery (1.17%)
	69,000	The Middleby Corp. 1		3,369,094		5,707,680
		Research & Consulting Services (4.05%)
	53,700	IHS, Inc., Cl A 1		5,053,191		7,285,479
	208,500	Verisk Analytics, Inc., Cl A 1		10,452,879		12,514,170
				15,506,070		19,799,649
Total Industrials				26,570,189		32,972,908

See Notes to Schedules of Investments.

 Baron Opportunity Fund

SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Information Technology (43.02%)
		Application Software (8.60%)
	127,150	ANSYS, Inc. 1	$	4,076,156	$	9,640,513
	83,000	Concur Technologies, Inc. 1		7,540,423		7,747,220
	378,500	Guidewire Software, Inc. 1		11,655,881		15,389,810
	102,500	Workday, Inc., Cl A 1		9,049,810		9,210,650
				32,322,270		41,988,193
		Internet Software & Services (19.49%)
	309,214	Benefitfocus, Inc. 1		15,462,005		14,291,871
	269,000	comScore, Inc. 1		8,621,791		9,544,120
	58,000	CoStar Group, Inc. 1		2,739,070		9,173,860
	84,500	Facebook Inc., Cl A 1		5,675,096		5,686,005
	2,366,182	Just Eat plc (United Kingdom) 1,2		10,174,849		10,326,183
	29,000	LinkedIn Corp., Cl A 1		5,372,914		4,972,630
	676,408	Marchex, Inc., Cl B		7,049,594		8,130,424
	201,500	Pandora Media, Inc. 1		4,870,305		5,944,250
	169,492	Shutterstock, Inc. 1		7,772,701		14,064,446
	122,500	Twitter, Inc. 1		4,788,050		5,018,825
	109,000	Xoom Corp. 1		2,898,129		2,873,240
	36,000	Zillow, Inc., Cl A 1		2,390,665		5,145,480
				77,815,169		95,171,334
		IT Consulting & Other Services (8.61%)
	462,575	Acxiom Corp. 1		8,384,182		10,033,252
	55,500	Equinix, Inc. 1,4		2,175,892		11,659,995
	289,144	Gartner, Inc. 1		7,006,185		20,390,435
				17,566,259		42,083,682
		Semiconductors (1.08%)
	151,500	Mellanox Technologies Ltd. 1,2		6,416,650		5,281,290
		Systems Software (5.24%)
	243,500	Qualys, Inc. 1		5,099,855		6,250,645
	259,500	Red Hat, Inc. 1		13,428,637		14,342,565
	70,000	Tableau Software, Inc., Cl A 1		2,170,000		4,993,100
				20,698,492		25,586,310
Total Information Technology				154,818,840		210,110,809
Materials (4.13%)
		Construction Materials (1.22%)
	121,569	CaesarStone Sdot-Yam Ltd. 1,2		3,583,731		5,966,606
		Fertilizers & Agricultural Chemicals (0.15%)
	879,340	Agrinos AS (Mexico) 1,2		5,398,763		716,793
		Metal & Glass Containers (1.48%)
	280,706	Berry Plastics Group, Inc. 1		4,839,531		7,242,215
		Specialty Chemicals (1.28%)
	194,000	Flotek Industries, Inc. 1		5,480,353		6,239,040
Total Materials				19,302,378		20,164,654

Shares			Cost		Value
Common Stocks (continued)
Telecommunication Services (2.87%)
		Wireless Telecommunication Services (2.87%)
	137,000	SBA Communications Corp., Cl A 1	$	1,706,613	$	14,015,100
Total Common Stocks				343,136,746		485,442,089
Short Term Investments (0.07%)
Securities Lending Collateral (0.07%)
	310,250	State Street Navigator Securities Lending Prime Portfolio 6,7		310,250		310,250
Total Investments (99.47%)			$	343,446,996		485,752,339
Cash and Other Assets Less Liabilities (0.53%)						2,607,149
Net Assets					$	488,359,488
Retail Shares (Equivalent to $19.46 per share based on 19,549,607 shares outstanding)					$	380,504,937
Institutional Shares (Equivalent to $19.75 per share based on 5,461,640 shares outstanding)					$	107,854,551

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At June 30, 2014, the market value of restricted and fair valued securities amounted to $3,588,138 or 0.73% of net assets. This security is not 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	The value on loan at June 30, 2014 amounted to $296,650 or 0.06% of net assets. See Note 2c regarding Securities Lending.
6	Represents investment of cash collateral received from securities lending transactions. See Note 2c regarding Securities Lending.
7	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 Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (98.54%)
Consumer Discretionary (27.80%)
		Apparel, Accessories & Luxury Goods (2.26%)
	14,613	Ralph Lauren Corp.	$	2,327,673	$	2,348,163
		Broadcasting (2.03%)
	15,441	Liberty Media Corp., Cl A 1		842,208		2,110,476
		Casinos & Gaming (7.89%)
	44,622	Las Vegas Sands Corp.		2,451,380		3,401,089
	23,175	Wynn Resorts Ltd.		2,745,411		4,810,203
				5,196,791		8,211,292
		Internet Retail (8.98%)
	15,274	Amazon.com, Inc. 1		3,273,879		4,960,689
	3,641	The Priceline Group, Inc. (formerly, priceline.com, Inc.) 1		2,100,984		4,380,123
				5,374,863		9,340,812
		Restaurants (6.64%)
	51,782	Starbucks Corp.		3,152,384		4,006,891
	35,679	YUM! Brands, Inc.		2,148,807		2,897,135
				5,301,191		6,904,026
Total Consumer Discretionary				19,042,726		28,914,769
Consumer Staples (1.29%)
		Hypermarkets & Super Centers (1.29%)
	11,648	Costco Wholesale Corp.		835,362		1,341,384
Energy (2.10%)
		Oil & Gas Exploration & Production (2.10%)
	15,072	Concho Resources, Inc. 1		1,595,780		2,177,904
Financials (7.26%)
		Asset Management & Custody Banks (1.75%)
	21,535	T. Rowe Price Group, Inc.		1,657,492		1,817,770
		Diversified Real Estate Activities (2.69%)
	63,653	Brookfield Asset Management, Inc., Cl A 2		1,981,357		2,802,005
		Specialized Finance (2.82%)
	41,355	CME Group, Inc.		2,291,930		2,934,137
Total Financials				5,930,779		7,553,912

Shares			Cost		Value
Common Stocks (continued)
Health Care (11.81%)
		Biotechnology (4.48%)
	7,373	Alexion Pharmaceuticals, Inc. 1	$	1,019,688	$	1,152,031
	6,454	Biogen Idec, Inc. 1		1,936,103		2,035,011
	5,235	Regeneron Pharmaceuticals, Inc. 1		1,551,542		1,478,730
				4,507,333		4,665,772
		Life Sciences Tools & Services (7.33%)
	42,692	Illumina, Inc. 1		1,663,349		7,622,230
Total Health Care				6,170,682		12,288,002
Industrials (3.85%)
		Research & Consulting Services (1.93%)
	33,526	Verisk Analytics, Inc., Cl A 1		1,392,842		2,012,231
		Trading Companies & Distributors (1.92%)
	40,286	Fastenal Co.		1,188,272		1,993,754
Total Industrials				2,581,114		4,005,985
Information Technology (37.13%)
		Communications Equipment (0.39%)
	6,521	Arista Networks, Inc. 1		280,403		406,845
		Data Processing & Outsourced Services (6.97%)
	46,400	MasterCard, Inc., Cl A		1,803,993		3,409,008
	18,230	Visa, Inc., Cl A		1,816,915		3,841,243
				3,620,908		7,250,251
		Internet Software & Services (14.98%)
	91,363	Facebook Inc., Cl A 1		2,333,912		6,147,816
	5,019	Google, Inc., Cl A 1		1,256,798		2,934,459
	6,118	Google, Inc., Cl C 1		1,865,799		3,519,563
	6,126	LinkedIn Corp., Cl A 1		507,226		1,050,425
	47,123	Twitter, Inc. 1		1,481,695		1,930,630
				7,445,430		15,582,893
		IT Consulting & Other Services (2.80%)
	13,883	Equinix, Inc. 1,3		1,591,750		2,916,679
		Semiconductor Equipment (2.62%)
	29,187	ASML Holding N.V. 2		1,960,743		2,722,272

See Notes to Schedules of Investments.

 Baron Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)
		Systems Software (4.40%)
	3,460	FireEye, Inc. 1	$	69,200	$	140,303
	42,692	Red Hat, Inc. 1		2,166,568		2,359,587
	21,425	VMware, Inc., Cl A 1		2,055,938		2,074,154
				4,291,706		4,574,044
		Technology Hardware, Storage & Peripherals (4.97%)
	55,573	Apple, Inc.		2,186,665		5,164,399
Total Information Technology				21,377,605		38,617,383
Materials (4.58%)
		Fertilizers & Agricultural Chemicals (4.58%)
	38,220	Monsanto Co.		3,345,354		4,767,563
Telecommunication Services (2.72%)
		Wireless Telecommunication Services (2.72%)
	38,000	SoftBank Corp. (Japan) 2		2,955,677		2,829,416
Total Common Stocks				63,835,079		102,496,318
Principal Amount
Short Term Investments (1.88%)
$	1,955,284	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/30/2014, 0.00% due 7/1/2014; Proceeds at maturity - $1,955,284; (Fully collateralized by $2,105,000 U.S. Treasury Note, 1.75% due 5/15/2023; Market value - $1,994,488) 4		1,955,284		1,955,284
Total Investments (100.42%)			$	65,790,363		104,451,602
Liabilities Less Cash and Other Assets (-0.42%)						(432,690	)
Net Assets					$	104,018,912
Retail Shares (Equivalent to $16.74 per share based on 3,194,132 shares outstanding)					$	53,470,579
Institutional Shares (Equivalent to $16.90 per share based on 2,991,301 shares outstanding)					$	50,548,333

%	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 4 regarding Fair Value Measurements.
	All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

 Baron Discovery Fund

SCHEDULE OF INVESTMENTS

JUNE 30, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (94.02%)
Consumer Discretionary (12.83%)
		Apparel, Accessories & Luxury Goods (1.33%)
	15,500	Ted Baker plc (United Kingdom) 2	$	515,884	$	480,399
		Casinos & Gaming (1.87%)
	4,500	Churchill Downs, Inc.		397,387		405,495
	10,830	Pinnacle Entertainment, Inc. 1		269,448		272,699
				666,835		678,194
		Homefurnishing Retail (0.42%)
	3,200	Mattress Firm Holding Corp. 1		128,546		152,800
		Hotels, Resorts & Cruise Lines (1.32%)
	250,000	Mandarin Oriental International Ltd. (Singapore) 2		454,442		476,250
		Internet Retail (1.28%)
	105,000	AO World plc (United Kingdom) 1,2		479,844		462,720
		Restaurants (2.93%)
	14,000	Fiesta Restaurant Group, Inc. 1		544,745		649,740
	12,000	Zoe’s Kitchen, Inc. 1		180,000		412,560
				724,745		1,062,300
		Specialized Consumer Services (2.22%)
	12,200	Ascent Capital Group, Inc., Cl A 1		926,025		805,322
		Specialty Stores (1.46%)
	19,000	The Container Store Group, Inc. 1		603,355		527,820
Total Consumer Discretionary				4,499,676		4,645,805
Consumer Staples (2.02%)
		Brewers (0.77%)
	25,000	Craft Brew Alliance, Inc. 1		378,863		276,500
		Packaged Foods & Meats (1.25%)
	21,000	Farmer Bros Co. 1		429,692		453,810
Total Consumer Staples				808,555		730,310
Energy (16.32%)
		Oil & Gas Equipment & Services (3.45%)
	12,500	RigNet, Inc. 1		561,771		672,750
	27,000	Tesco Corp. 2		513,035		576,180
				1,074,806		1,248,930
		Oil & Gas Exploration & Production (4.15%)
	22,000	Parsley Energy, Inc., Cl A 1		410,240		529,540
	30,000	RSP Permian, Inc. 1		750,301		973,200
				1,160,541		1,502,740

Shares			Cost		Value
Common Stocks (continued)
Energy (continued)
		Oil & Gas Storage & Transportation (8.72%)
	26,000	PBF Logistics LP 1	$	670,045	$	715,520
	23,000	Rose Rock Midstream, L.P.		940,456		1,256,720
	17,000	Tallgrass Energy Partners, LP		494,038		659,600
	16,000	Western Refining Logistics, LP		398,577		523,360
				2,503,116		3,155,200
Total Energy				4,738,463		5,906,870
Financials (6.22%)
		Hotel & Resort REITs (3.68%)
	17,000	Chesapeake Lodging Trust		421,454		513,910
	70,000	Strategic Hotels & Resorts, Inc. 1		706,561		819,700
				1,128,015		1,333,610
		Insurance Brokers (2.54%)
	24,200	eHealth, Inc. 1		1,082,602		918,874
Total Financials				2,210,617		2,252,484
Health Care (23.45%)
		Biotechnology (2.80%)
	37,600	Foundation Medicine, Inc. 1		971,553		1,013,696
		Health Care Equipment (3.26%)
	32,400	Inogen, Inc. 1		526,301		730,944
	15,760	Masimo Corp. 1		425,065		371,936
	4,680	Novadaq Technologies, Inc. (Canada) 1,2		76,354		77,126
				1,027,720		1,180,006
		Health Care Facilities (1.12%)
	17,000	Capital Senior Living Corp. 1		404,745		405,280
		Health Care Services (3.32%)
	144,010	BioScrip, Inc. 1		1,064,630		1,201,043
		Health Care Supplies (3.82%)
	60,480	The Spectranetics Corp. 1		1,509,925		1,383,783
		Pharmaceuticals (9.13%)
	27,300	MediWound Ltd. 1,2		380,060		310,674
	18,000	Pacira Pharmaceuticals, Inc. 1		1,114,868		1,653,480
	20,000	Revance Therapeutics, Inc. 1		476,614		680,000
	148,900	TherapeuticsMD, Inc. 1		810,237		658,138
				2,781,779		3,302,292
Total Health Care				7,760,352		8,486,100

See Notes to Schedules of Investments.

 Baron Discovery Fund

SCHEDULE OF INVESTMENTS (Continued)

JUNE 30, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Industrials (5.91%)
		Aerospace & Defense (0.89%)
	25,519	The KEYW Holding Corp. 1	$	384,323	$	320,774
		Air Freight & Logistics (0.96%)
	6,000	Park-Ohio Holdings Corp.		278,999		348,660
		Electrical Components & Equipment (1.52%)
	11,520	Polypore International, Inc. 1		378,279		549,849
		Industrial Machinery (2.54%)
	25,000	ARC Group Worldwide, Inc. 1		429,035		380,000
	15,600	ESCO Technologies, Inc.		548,221		540,384
				977,256		920,384
Total Industrials				2,018,857		2,139,667
Information Technology (19.24%)
		Electronic Equipment & Instruments (1.57%)
	8,560	Coherent, Inc. 1		552,261		566,415
		Internet Software & Services (9.26%)
	55,200	Amber Road, Inc. 1		714,424		890,376
	4,500	Benefitfocus, Inc. 1		146,631		207,990
	14,500	comScore, Inc. 1		455,084		514,460
	30,000	E2open, Inc. 1		682,996		620,100
	11,778	Envestnet, Inc. 1		454,233		576,180
	45,000	Marchex, Inc., Cl B		429,286		540,900
				2,882,654		3,350,006
		Semiconductor Equipment (1.75%)
	29,840	PDF Solutions, Inc. 1		596,665		633,205
		Semiconductors (1.65%)
	10,400	Power Integrations, Inc.		513,620		598,416
		Systems Software (5.01%)
	7,200	Barracuda Networks, Inc. 1		212,297		223,344
	36,800	Qualys, Inc. 1		863,917		944,656
	22,300	Varonis Systems, Inc. 1		577,307		646,923
				1,653,521		1,814,923
Total Information Technology				6,198,721		6,962,965

Shares			Cost		Value
Common Stocks (continued)
Materials (6.84%)
		Construction Materials (1.22%)
	9,000	CaesarStone Sdot Yam Ltd. 1,2	$	425,855	$	441,720
		Specialty Chemicals (4.62%)
	52,000	Flotek Industries, Inc. 1		1,263,875		1,672,320
		Steel (1.00%)
	12,000	SunCoke Energy Partners LP		311,048		362,400
Total Materials				2,000,778		2,476,440
Telecommunication Services (1.19%)
		Alternative Carriers (1.19%)
	50,800	Iridium Communications, Inc. 1		390,514		429,768
Total Common Stocks				30,626,533		34,030,409
Principal Amount
Short Term Investments (6.84%)
$	2,475,965	Repurchase Agreement with Fixed Income Clearing Corp., dated 6/30/2014, 0.00% due 7/1/2014; Proceeds at maturity - $2,475,965; (Fully collateralized by $2,670,000 U.S. Treasury Note, 1.625% due 11/15/2022; Market value - $2,526,488) 3		2,475,965		2,475,965
Total Investments (100.86%)			$	33,102,498		36,506,374
Liabilities Less Cash and Other Assets (-0.86%)						(312,674	)
Net Assets					$	36,193,700
Retail Shares (Equivalent to $12.92 per share based on 1,646,304 shares outstanding)					$	21,271,682
Institutional Shares (Equivalent to $12.94 per share based on 1,152,959 shares outstanding)					$	14,922,018

%	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 Funds June 30, 2014

NOTES TO FINANCIAL STATEMENTS (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.

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 on the exchange where such shares are principally traded. For securities traded on NASDAQ, the Funds use the NASDAQ Official Closing Price. If there are no sales on a given day, the value of the security may be the average of the most recent bid and asked quotations on such exchange or the last sale price from a prior day. Where market quotations are not readily available, or, if in BAMCO, Inc.’s (the “Adviser”) judgment, they do not accurately reflect the fair value of a security, or an event occurs after the market close but before the Funds are priced that materially affects the value of a security, the security will be valued by the Adviser using policies and procedures approved by the Board of Trustees (the “Board”). 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.

June 30, 2014 Baron Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

c) Securities Lending. The Funds may lend securities to certain brokers under the terms of a master netting agreement. Upon such loans, the Funds receive collateral which is maintained by the custodian. The Funds 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, 2014, Baron Growth Fund, Baron Small Cap Fund, and Baron Opportunity Fund and had securities on loan with values of $6,692,764, $2,158,506 and $296,650, respectively, and held $7,063,875, $2,311,150 and $310,250, of short term investments, respectively.

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 June 30, 2014, 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, 2014, 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
Windy City Investments Holdings, L.L.C. (Cost $34,581,904) (1.48% of Net Assets)	11/13/2007-1/27/2011	$	41,137,778

	Baron Growth Fund
Name of Issuer	Acquisition Date(s)	Value
Common Stocks
Castlight Health Inc., Cl A	4/26/2012	$	11,960,450
Private Equity Investments
Windy City Investments Holdings, L.L.C.	11/13/2007-1/27/2011		13,847,261
Rights
Agrinos AS Exp 7/15/2015 (Mexico)	12/23/2013		69,258
Total Restricted Securities:		$	25,876,969
(Cost $13,630,996) † (0.31% of Net Assets)

	Baron Small Cap Fund
Name of Issuer	Acquisition Date(s)	Value
Warrants
Viggle, Inc. Warrants, Callable, Exp 8/22/2014	8/25/2011	$	0
Viggle, Inc. Warrants, Non-Callable, Exp 4/27/2015	4/27/2012		0
Vitacost.com, Inc. Warrants, Exp 2/15/2016	2/17/2012		130,998
Total Restricted Securities:		$	130,998
(Cost $30,234) † (0.00% of Net Assets)

	Baron Opportunity Fund
Name of Issuer	Acquisition Date	Value
Common Stocks
Castlight Health Inc., Cl A	4/26/2012	$	3,588,138
(Cost $1,500,001) (0.73% of Net Assets)

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

Baron Funds June 30, 2014

NOTES TO FINANCIAL STATEMENTS (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 inputs that are observable either directly or indirectly through corroboration with observable market data (which could include quoted prices for similar assets or liabilities, interest rates, credit risk, etc.);

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

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

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

The following is a summary of the inputs used as of June 30, 2014 in valuing the Funds’ investments carried at fair value:

		Baron Asset Fund
		Quoted Prices in		Other
	Active Markets for			Observable		Unobservable
		Identical Assets		Inputs		Inputs
Description		(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†		$	2,725,172,679	$	-	$	-	$	2,725,172,679
Private Equity Investments			-		-		41,137,778		41,137,778
Short Term Investments			-		14,750,662		-		14,750,662
Total Investments		$	2,725,172,679	$	14,750,662	$	41,137,778	$	2,781,061,119

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2014. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the nine month period ended June 30, 2014.

	Baron Growth Fund
	Quoted Prices in		Other
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†	$	8,145,624,682	$	147,623,950	$	-	$	8,293,248,632
Preferred Stocks		13,560,171		-		-		13,560,171
Private Equity Investments		-		-		13,847,261		13,847,261
Rights		-		69,258		-		69,258
Short Term Investments		-		7,063,875		-		7,063,875
Total Investments	$	8,159,184,853	$	154,757,083	$	13,847,261	$	8,327,789,197

$11,960,450 was transferred out of Level 3 into Level 2 at June 30, 2014 due to a restricted investment that became listed on a national exchange. $4,000,683 was transferred out of Level 2 into Level 1 at June 30, 2014 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 Schedule of Investments for additional detailed categorizations.

June 30, 2014 Baron Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

	Baron Small Cap Fund
		Quoted Prices in		Other
		Active Markets for		Observable		Unobservable
		Identical Assets		Inputs		Inputs
Description		(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†		$	5,576,254,796	$	-	$	-	$	5,576,254,796
Warrants †			-		130,998		-		130,998
Short Term Investments			-		134,731,951		-		134,731,951
Total Investments		$	5,576,254,796	$	134,862,949	$	-	$	5,711,117,745

$20,250,000 was transferred out of Level 3 into Level 1 at June 30, 2014 due to a restricted investment that became listed on a national exchange. 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		Other
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†	$	481,853,951	$	3,588,138	$	-	$	485,442,089
Short Term Investments		-		310,250		-		310,250
Total Investments	$	481,853,951	$	3,898,388	$	-	$	485,752,339

$3,588,138 was transferred out of Level 3 into Level 2 at June 30, 2014 due to a restricted investment that became listed on a national exchange. $716,793 was transferred out of Level 2 into Level 1 at June 30, 2014 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		Other
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†	$	102,496,318	$	-	$	-	$	102,496,318
Short Term Investments		-		1,955,284		-		1,955,284
Total Investments	$	102,496,318	$	1,955,284	$	-	$	104,451,602

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2014. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the nine month period ended June 30, 2014.

	Baron Discovery Fund
	Quoted Prices in		Other
	Active Markets for		Observable		Unobservable
	Identical Assets		Inputs		Inputs
Description	(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†	$	34,030,409	$	-	$	-	$	34,030,409
Short Term Investments		-		2,475,965		-		2,475,965
Total Investments	$	34,030,409	$	2,475,965	$	-	$	36,506,374

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on June 30, 2014. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the nine month period ended June 30, 2014.

                                         
^† See Schedule of Investments for additional detailed categorizations.

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

	Baron Asset Fund
																			Change in Net
																			Unrealized
																			Appreciation
							Net Change in												(Depreciation)
			Accrued				Unrealized						Transfers						from Investments
	Balance as of		Premiums/		Net Realized		Appreciation						Into Level		Transfers Out		Balance as of		still held at June
Investments in Securities	September 30, 2013		Discounts		Gain (Loss)		(Depreciation)		Purchases		Sales		3		of Level 3		June 30, 2014		30, 2014
Private Equity Investments
Consumer Discretionary	$	11,752,000	$	-	$	(31,200,000)	$	40,248,000	$	-	$	(20,800,000)	$	-	$	-	$	-	$	-
Financials		21,168,668		-		-		19,969,110		-		-		-		-		41,137,778		19,969,110
Total	$	32,920,668	$	-	$	(31,200,000)	$	60,217,110	$	-	$	(20,800,000)	$	-	$	-	$	41,137,778	$	19,969,110

 Baron Funds June 30, 2014

NOTES TO FINANCIAL STATEMENTS (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 June 30, 2014			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2014
Private Equity Investments
Consumer Discretionary		$	16,724,000		$	–		$	(44,400,000	)		$	57,276,000		$	–		$	(29,600,000	)		$	–		$	–			$	–		$	–
Financials			7,125,521			–			–				6,721,740			–			–				–			–				13,847,261			6,721,740
Health Care			4,999,998			–			–				6,960,452			–			–				–			(11,960,450	)			–			6,960,452
Total		$	28,849,519		$	–		$	(44,400,000	)		$	70,958,192		$	–		$	(29,600,000	)		$	–		$	(11,960,450			$	13,847,261		$	13,682,192

	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/Exercise of Warrants				Transfers Into Level 3			Transfers Out of Level 3			Balance as of June 30, 2014			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2014
Private Equity Investments
Consumer Discretionary		$	20,410,000		$	–		$	(21,000,000	)		$	34,840,000		$	–		$	(14,000,000	)		$	–		$	(20,250,000)		$	–		$	7,750,000
Warrants
Unclassified			0			–			2,075,003				–			–			(2,075,003	)			–			–			–			–
Total		$	20,410,000		$	–		$	(18,924,997	)		$	34,840,000		$	–		$	(16,075,003	)		$	–		$	(20,250,000)		$	–		$	7,750,000

	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 June 30, 2014			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at June 30, 2014
Private Equity Investments
Health Care		$	1,500,001		$	–		$	–		$	2,088,137		$	–		$	–		$	–		$	(3,588,138	)		$	–		$	2,088,137

Unobservable valuation inputs developed by the Adviser for significant (greater than 1% of net assets) Level 3 investments as of June 30, 2014 were as follows:

Baron Asset Fund

Sector	Company	Fair Value as of June 30, 2014	Valuation Technique	Unobservable Input	Weighted Average used on June 30, 2014	Range used on June 30, 2014
Private Equity Investments: Financials	Windy City Investments Holdings, L.L.C.	$41,137,778	Combination of scenario analysis, market comparables and option pricing methods	Probability of IPO scenario	10%	10%
				Probability of acquisition scenario	90%	90%
				Discount for lack of marketability under IPO scenario	3.64%	3.64%
				Discount for lack of marketability under acquisition scenario	2.11%	2.11%
				Estimated volatility of the returns of the enterprise value (1)	5.57%	5.57%
				EV/Run Rate EBITDA Multiple (2)	10.69x	8.10x to 12.78x
				Adjustment to the EBITDA Multiple due to leverage (2)	2.65%	2.65%
				Change in the composite equity index of comparable companies	0.46%	0.03% to 1.44%
				Estimated price per share at acquisition closing (3)	$6.17	$6.17

⁽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 10.97x. This increase adjusts for leverage, as Nuveen Investments, Inc. is more levered than its comparable companies.

⁽³⁾ The price was provided by the acquiree company.

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.

June 30, 2014 Baron Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

5. COST OF INVESTMENTS FOR INCOME TAX PURPOSES

As of June 30, 2014, 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		$	1,156,883,642			$	3,921,865,356			$	2,970,059,752			$	343,446,996			$	65,790,363			$	33,102,498
Gross tax unrealized appreciation		$	1,635,142,936			$	4,479,012,823			$	2,815,030,338			$	155,986,335			$	38,860,311			$	4,502,887
Gross tax unrealized depreciation			(10,965,459	)			(73,088,982	)			(73,972,345	)			(13,680,992	)			(199,072	)			(1,099,011	)
Net unrealized appreciation		$	1,624,177,477			$	4,405,923,841			$	2,741,057,993			$	142,305,343			$	38,661,239			$	3,403,876

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)				Dividend Income			Shares Held at June 30, 2014		Value at June 30, 2014
“Affiliated” Company as of June 30, 2014:
Agrinos AS		$	6,464,460		$	2,156,471		$	–		$	(4,620,248	)		$	–			$	0		4,907,918		$	4,000,683
Agrinos AS Convertible Note,
20.00%, due 6/30/2014			–			800,000			788,622			–				(11,378	)			98,218		–			–
Agrinos AS Rights Exp 7/15/2005 3			–			–						69,258				–				–		393,349			69,258
Choice Hotels International, Inc.			129,893,925			–			–			11,789,400				–				2,225,550		3,007,500			141,683,325
Iridium Communications Inc.			–			45,709,971						17,684,506								–		7,493,437			63,394,477
Iridium Communications Inc.,
Series B, 6.75%			–			10,268,500						3,291,671								–		41,074			13,560,171
Vail Resorts, Inc.			143,255,824			–			–			16,105,440				–				2,570,676		2,064,800			159,361,264
		$	279,614,209		$	58,934,942		$	788,622		$	44,320,027			$	(11,378	)		$	4,894,444				$	382,069,178
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)				Dividend Income			Shares Held at June 30, 2014		Value at June 30, 2014
“Affiliated” Company as of June 30, 2014:
The Chefs’ Warehouse, Inc.		$	48,510,000		$	–		$	1,805,928		$	(6,833,375	)		$	(330,697	)		$	–		2,000,000		$	39,540,000
Del Frisco’s Restaurant
Group, Inc.			32,272,000			8,617,666			–			15,608,334				–				–		2,050,000			56,498,000
Globe Specialty Metals, Inc.			61,640,000			–			–			21,480,000				–				875,000		4,000,000			83,120,000
The KEYW Holding Corp.			30,262,500			–			3,882,062			(2,116,313	)			247,375				–		1,950,000			24,511,500
Rally Software Development Corp.			–			51,687,216			–			(26,640,216	)			–				–		2,300,000			25,047,000
		$	172,684,500		$	60,304,882		$	5,687,990		$	1,498,430			$	(83,322	)		$	875,000				$	228,716,500
No Longer an "Affiliated" Company as of June 30, 2014:
BJ’s Restaurants, Inc.		$	43,080,000		$	–		$	14,601,880		$	11,467,335			$	(5,035,455	)		$	–		1,000,000		$	34,910,000
Bravo Brio Restaurant Group, Inc.			18,875,000			–			19,334,912			(326,596	)			786,508				–		–			–
Susser Petroleum Partners LP			34,638,000			–			41,450,800			(4,149,900	)			18,685,125				1,126,015		164,552			7,722,425
Viggle, Inc. 2			1,654,546			–			239,685			11,345,454				(12,760,315	)			–		–			–
Viggle, Inc., Warrants, Callable, Exp 8/22/2014 2			–			–			–			–				–				–		25,000			–
Viggle, Inc., Warrants, Non-callable, Exp 4/27/2015 2			38,182			–			–			(38,182	)			–				–		6,818			–
Vitacost.com, Inc.			25,500,000			–			17,328,908			2,702,438				(10,873,530	)			–		–			–
Vitacost.com, Inc. Warrants, Exp 2/15/2016			516,714			–			–			(385,716	)			–				–		242,589			130,998
		$	124,302,442		$	–		$	92,956,185		$	20,614,833			$	(9,197,667	)		$	1,126,015				$	42,763,423

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, 2014.
2	Adjusted for reverse 1-for-80 stock split.
3	Converted into additional shares of Agrinos AS.

7. RECENT ACCOUNTING PRONOUNCEMENT

In June 2014, The Financial Accounting Standards Board (FASB) issued ASU 2014-11 Transfers & Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures to improve the financial reporting of repurchase agreements and other similar transactions. The guidance includes expanded disclosure requirements for entities that enter into repurchase agreements or securities lending transactions. The guidance is effective for financial statements with fiscal years beginning on or after January 1, 2015, and interim periods within those fiscal years. The Adviser is evaluating the impact, if any, of this guidance on the Funds’ financial statement disclosures.

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 20, 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: August 20, 2014