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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO 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, 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

DECEMBER 31, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (98.83%)
Consumer Discretionary (19.47%)
		Apparel, Accessories & Luxury Goods (1.58%)
	240,000	Ralph Lauren Corp.	$	4,311,799	$	44,438,400
		Automotive Retail (1.78%)
	750,000	CarMax, Inc. 1		14,772,082		49,935,000
		Broadcasting (0.96%)
	375,000	Discovery Communications, Inc., Cl A 1		4,026,159		12,918,750
	422,000	Discovery Communications, Inc., Cl C 1		4,476,524		14,229,840
				8,502,683		27,148,590
		Casinos & Gaming (1.67%)
	315,000	Wynn Resorts Ltd.		0		46,859,400
		Education Services (0.55%)
	325,000	DeVry Education Group, Inc.		546,016		15,427,750
		Hotels, Resorts & Cruise Lines (3.79%)
	800,000	Choice Hotels International, Inc.		3,577,372		44,816,000
	1,025,000	Hyatt Hotels Corp., Cl A 1		30,808,659		61,715,250
				34,386,031		106,531,250
		Internet Retail (1.74%)
	43,000	The Priceline Group, Inc.1		6,908,688		49,029,030
		Leisure Facilities (3.24%)
	1,000,000	Vail Resorts, Inc.		19,491,424		91,130,000
		Specialty Stores (4.16%)
	800,000	Dick’s Sporting Goods, Inc.		24,316,398		39,720,000
	365,000	Tiffany & Co.		11,296,007		39,003,900
	485,000	Tractor Supply Co.		15,846,066		38,227,700
				51,458,471		116,951,600
Total Consumer Discretionary				140,377,194		547,451,020
Consumer Staples (0.76%)
		Food Distributors (0.76%)
	275,000	United Natural Foods, Inc.1		14,611,786		21,264,375

Shares			Cost		Value
Common Stocks (continued)
Energy (4.91%)
		Oil & Gas Drilling (0.75%)
	314,000	Helmerich & Payne, Inc.	$	8,698,425	$	21,169,880
		Oil & Gas Equipment & Services (0.69%)
	160,000	Core Laboratories N.V. 2		10,947,685		19,254,400
		Oil & Gas Exploration & Production (0.97%)
	274,500	Concho Resources, Inc. 1		12,981,350		27,381,375
		Oil & Gas Storage & Transportation (2.50%)
	450,000	Phillips 66 Partners LP		12,772,374		31,018,500
	700,000	Shell Midstream Partners L.P. 1		16,365,267		28,686,000
	174,934	Western Gas Equity Partners LP		3,848,548		10,536,275
				32,986,189		70,240,775
Total Energy				65,613,649		138,046,430
Financials (11.12%)
		Asset Management & Custody Banks (1.08%)
	50,000	Artisan Partners Asset Management, Inc., Cl A		3,100,000		2,526,500
	325,000	T. Rowe Price Group, Inc.		7,848,785		27,904,500
				10,948,785		30,431,000
		Investment Banking & Brokerage (2.79%)
	2,600,000	The Charles Schwab Corp.		2,592,634		78,494,000
		Office REITs (1.34%)
	85,900	Alexander’s, Inc. 4		4,055,178		37,553,762
		Property & Casualty Insurance (2.73%)
	1,300,000	Arch Capital Group Ltd. 1,2		14,150,604		76,830,000
		Real Estate Services (2.44%)
	2,000,000	CBRE Group, Inc., Cl A 1		26,527,399		68,500,000
		Regional Banks (0.74%)
	400,000	First Republic Bank		10,477,932		20,848,000
Total Financials				68,752,532		312,656,762

See Notes to Schedules of Investments.

Baron Asset Fund

SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Health Care (18.35%)
		Health Care Distributors (1.69%)
	350,000	Henry Schein, Inc. 1	$	9,382,831	$	47,652,500
		Health Care Equipment (4.30%)
	815,000	IDEXX Laboratories, Inc. 1		32,146,764		120,840,050
		Health Care Facilities (1.48%)
	375,000	Universal Health Services, Inc., Cl B		23,304,910		41,722,500
		Health Care Supplies (2.81%)
	265,000	The Cooper Companies, Inc.		34,262,522		42,953,850
	675,000	West Pharmaceutical Services, Inc.		30,155,790		35,937,000
				64,418,312		78,890,850
		Health Care Technology (0.61%)
	265,000	Cerner Corp. 1		5,777,893		17,134,900
		Life Sciences Tools & Services (7.46%)
	550,000	Illumina, Inc. 1		24,002,432		101,519,000
	275,000	Mettler-Toledo International, Inc. 1		17,214,470		83,176,500
	425,000	Quintiles Transnational Holdings, Inc. 1		19,750,627		25,019,750
				60,967,529		209,715,250
Total Health Care				195,998,239		515,956,050
Industrials (19.04%)
		Construction Machinery & Heavy Trucks (1.39%)
	450,000	Westinghouse Air Brake Technologies Corporation		30,445,772		39,100,500
		Environmental & Facilities Services (1.17%)
	250,000	Stericycle, Inc. 1		7,016,768		32,770,000

Shares			Cost		Value
Common Stocks (continued)
Industrials (continued)
		Human Resource & Employment Services (1.27%)
	315,000	Towers Watson & Co., Cl A	$	34,348,533	$	35,648,550
		Industrial Conglomerates (1.50%)
	270,000	Roper Industries, Inc.		22,869,631		42,214,500
		Industrial Machinery (5.83%)
	700,000	Colfax Corp. 1		21,601,096		36,099,000
	450,000	IDEX Corp.		32,880,129		35,028,000
	450,000	The Middleby Corp. 1		23,539,575		44,595,000
	475,000	Pall Corp.		31,354,374		48,074,750
				109,375,174		163,796,750
		Research & Consulting Services (5.22%)
	1,350,000	Nielsen N.V. 2		33,307,985		60,385,500
	1,350,000	Verisk Analytics, Inc., Cl A 1		34,838,769		86,467,500
				68,146,754		146,853,000
		Trading Companies & Distributors (2.66%)
	1,175,000	Fastenal Co.		21,409,223		55,883,000
	1,250,000	MRC Global, Inc. 1		29,880,510		18,937,500
				51,289,733		74,820,500
Total Industrials				323,492,365		535,203,800
Information Technology (20.57%)
		Application Software (7.22%)
	550,000	ANSYS, Inc. 1		14,771,000		45,100,000
	510,000	FactSet Research Systems, Inc.		27,948,820		71,782,500
	935,000	Guidewire Software, Inc. 1		43,250,976		47,339,050
	301,812	Mobileye N.V. 1,2,5		7,545,300		12,241,495
	455,000	SS&C Technologies Holdings, Inc.		25,164,689		26,612,950
				118,680,785		203,075,995
		Data Processing & Outsourced Services (3.18%)
	600,000	FleetCor Technologies, Inc. 1		21,892,482		89,226,000

See Notes to Schedules of Investments.

Baron Asset Fund

SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)
		Internet Software & Services (4.10%)
	1,000,000	HomeAway, Inc. 1	$	25,816,376	$	29,780,000
	155,000	LinkedIn Corp., Cl A 1		8,240,401		35,605,050
	226,197	Shutterstock, Inc. 1		14,348,414		15,630,213
	600,000	Verisign, Inc. 1		27,498,020		34,200,000
				75,903,211		115,215,263
		IT Consulting & Other Services (6.07%)
	158,659	Equinix, Inc. 1,4		11,589,780		35,972,755
	1,600,000	Gartner, Inc. 1		34,958,418		134,736,000
				46,548,198		170,708,755
Total Information Technology				263,024,676		578,226,013
Materials (0.72%)
		Industrial Gases (0.72%)
	175,000	Airgas, Inc.		11,449,835		20,156,500
Telecommunication Services (2.95%)
		Wireless Telecommunication Services (2.95%)
	750,000	SBA Communications Corp., Cl A 1		21,999,356		83,070,000
Utilities (0.94%)
		Renewable Electricity (0.94%)
	526,980	TerraForm Power, Inc., Cl A		14,800,932		16,273,142
	333,334	TerraForm Power, Inc., Cl A 3,7		10,000,020		10,023,353
Total Utilities				24,800,952		26,296,495
Total Common Stocks				1,130,120,584		2,778,327,445
Private Equity Investments (0.22%)
Financials (0.22%)
		Asset Management & Custody Banks (0.22%)
	7,056,223	Windy City Investments Holdings, L.L.C. 1,3,4,8		0		6,138,914

Principal Amount			Cost		Value
Short Term Investments (1.47%)
Repurchase Agreement (1.02%)
$	28,662,595	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2014, 0.00% due 1/2/2015; Proceeds at maturity - $28,662,595; (Fully collateralized by $28,950,000 U.S. Treasury Note, 2.125% due 12/31/2021; Market value - $29,239,500) 7	$	28,662,595	$	28,662,595
Shares
Securities Lending Collateral (0.45%)
	12,676,104	State Street Navigator Securities Lending Prime Portfolio6,7		12,676,104		12,676,104
Total Short Term Investments				41,338,699		41,338,699
Total Investments (100.52%)			$	1,171,459,283		2,825,805,058
Liabilities Less Cash and Other Assets (-0.52%)						(14,482,818	)
Net Assets					$	2,811,322,240
Retail Shares (Equivalent to $63.75 per share based on 32,406,042 shares outstanding)					$	2,065,728,811
Institutional Shares (Equivalent to $64.98 per share based on 11,473,514 shares outstanding)					$	745,593,429

_____________________________
	%	Represents percentage of net assets.
	1	Non-income producing securities.
	2	Foreign corporation.
	3	At December 31, 2014, the market value of restricted and fair valued securities amounted to $16,162,267 or 0.58% of net assets. One of these securities 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 December 31, 2014 amounted to $12,241,495 or 0.44% 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.
	8	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, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (96.95%)
Consumer Discretionary (23.95%)
		Apparel, Accessories & Luxury Goods (3.23%)
	3,850,000	Under Armour, Inc., Cl A 1	$	30,351,345	$	261,415,000
		Automotive Retail (0.46%)
	750,000	Penske Automotive Group, Inc.		13,032,059		36,802,500
		Casinos & Gaming (1.34%)
	3,870,620	Penn National Gaming, Inc. 1		33,038,240		53,143,612
	2,502,267	Pinnacle Entertainment, Inc. 1		39,163,343		55,675,441
				72,201,583		108,819,053
		Distributors (0.99%)
	2,850,000	LKQ Corp. 1		16,421,051		80,142,000
		Education Services (2.86%)
	2,257,170	Bright Horizons Family Solutions, Inc. 1		74,787,601		106,109,562
	1,700,000	DeVry Education Group, Inc.		24,625,717		80,699,000
	2,350,000	Nord Anglia Education, Inc. 1,2		44,365,050		44,838,000
				143,778,368		231,646,562
		Home Improvement Retail (1.17%)
	1,430,000	Lumber Liquidators Holdings, Inc. 1,4		40,978,727		94,823,300
		Hotels, Resorts & Cruise Lines (4.19%)
	3,007,500	Choice Hotels International, Inc. 4		73,061,456		168,480,150
	271,739	Diamond Resorts International, Inc. 1		3,804,346		7,581,518
	2,638,652	Interval Leisure Group, Inc.		49,668,667		55,121,440
	1,450,000	Marriott Vacations Worldwide Corp.		78,402,845		108,083,000
				204,937,314		339,266,108
		Internet Retail (1.13%)
	21,000,000	AO World plc (United Kingdom) 1,2		97,687,202		91,711,204
		Leisure Facilities (2.74%)
	534,000	ClubCorp Holdings, Inc.		9,512,757		9,574,620
	2,064,800	Vail Resorts, Inc. 4		59,870,980		188,165,224
	1,358,700	Whistler Blackcomb Holdings, Inc. (Canada) 2		15,542,103		23,997,697
				84,925,840		221,737,541
		Leisure Products (0.28%)
	1,090,835	BRP, Inc. (Canada) 1,2		22,681,783		22,731,206

Shares				Cost		Value
Common Stocks (continued)
Consumer Discretionary (continued)
		Movies & Entertainment (1.20%)
	500,000	DreamWorks Animation SKG, Inc., Cl A 1	$	13,486,649	$	11,165,000
	5,422,299	Manchester United plc, Cl A 1,2		76,721,822		86,214,554
				90,208,471		97,379,554
		Publishing (0.94%)
	1,175,000	Morningstar, Inc.		25,213,450		76,034,250
		Restaurants (0.97%)
	450,000	Panera Bread Co., Cl A 1		15,602,751		78,660,000
		Specialty Stores (2.45%)
	4,000,000	Dick’s Sporting Goods, Inc.		67,565,602		198,600,000
Total Consumer Discretionary				925,585,546		1,939,768,278
Consumer Staples (6.27%)
		Brewers (0.72%)
	201,400	The Boston Beer Co., Inc., Cl A 1		29,104,380		58,313,356
		Food Distributors (2.19%)
	2,290,237	United Natural Foods, Inc. 1		98,857,949		177,092,576
		Household Products (1.46%)
	1,500,000	Church & Dwight Co., Inc.		27,340,827		118,215,000
		Packaged Foods & Meats (1.90%)
	1,800,000	TreeHouse Foods, Inc. 1		85,049,691		153,954,000
Total Consumer Staples				240,352,847		507,574,932
Energy (2.66%)
		Oil & Gas Drilling (0.50%)
	600,000	Helmerich & Payne, Inc.		13,282,216		40,452,000
		Oil & Gas Equipment & Services (0.59%)
	400,000	Core Laboratories N.V. 2		9,143,581		48,136,000
		Oil & Gas Storage & Transportation (1.57%)
	1,200,000	Targa Resources Corp.		36,086,844		127,260,000
Total Energy				58,512,641		215,848,000

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Financials (15.10%)
		Asset Management & Custody Banks (3.63%)
	1,994,899	The Carlyle Group	$	43,767,989	$	54,859,722
	2,175,000	Cohen & Steers, Inc.		57,433,262		91,524,000
	2,302,818	Financial Engines, Inc.		66,477,436		84,167,998
	1,230,195	Oaktree Capital Group, LLC		53,958,848		63,761,007
				221,637,535		294,312,727
		Diversified REITs (0.35%)
	712,000	American Assets Trust, Inc.		13,782,555		28,344,720
		Hotel & Resort REITs (0.82%)
	1,650,000	LaSalle Hotel Properties		38,657,293		66,775,500
		Life & Health Insurance (1.81%)
	2,700,000	Primerica, Inc. 4		65,591,464		146,502,000
		Office REITs (1.92%)
	135,000	Alexander’s, Inc. 5		28,435,048		59,019,300
	3,400,000	Douglas Emmett, Inc.		42,596,064		96,560,000
				71,031,112		155,579,300
		Property & Casualty Insurance (2.88%)
	3,950,000	Arch Capital Group Ltd. 1,2		38,581,866		233,445,000
		Residential REITs (0.31%)
	600,000	American Campus Communities, Inc.		15,009,212		24,816,000
		Specialized Finance (1.26%)
	2,150,000	MSCI, Inc.		42,521,078		101,996,000
		Specialized REITs (2.12%)
	775,000	Alexandria Real Estate Equities, Inc. 5		29,095,131		68,773,500
	3,496,074	Gaming and Leisure Properties, Inc.		89,454,329		102,574,811
				118,549,460		171,348,311
Total Financials				625,361,575		1,223,119,558

Shares				Cost		Value
Common Stocks (continued)
Health Care (8.80%)
		Biotechnology (0.18%)
	450,000	Acadia Pharmaceuticals, Inc. 1	$	10,327,523	$	14,287,500
	12,421	Juno Therapeutics, Inc. 1		298,104		648,625
				10,625,627		14,936,125
		Health Care Equipment (2.12%)
	300,000	Edwards Lifesciences Corp. 1		4,002,410		38,214,000
	900,000	IDEXX Laboratories, Inc. 1		28,558,026		133,443,000
				32,560,436		171,657,000
		Health Care Facilities (2.29%)
	275,000	Brookdale Senior Living, Inc. 1		5,469,421		10,084,250
	3,250,000	Community Health Systems, Inc. 1		59,187,483		175,240,000
				64,656,904		185,324,250
		Health Care Services (0.10%)
	170,000	IPC The Hospitalist Co., Inc. 1		3,899,438		7,801,300
		Health Care Supplies (0.93%)
	365,038	Neogen Corp. 1		8,075,677		18,102,234
	1,077,686	West Pharmaceutical Services, Inc.		37,684,652		57,376,003
				45,760,329		75,478,237
		Health Care Technology (0.12%)
	828,286	Castlight Health, Inc., Cl B 1		4,999,998		9,690,946
		Life Sciences Tools & Services (3.06%)
	880,943	Bio-Techne Corporation (formerly, TECHNE Corp.)		46,631,249		81,399,133
	550,000	Mettler-Toledo International, Inc. 1		27,486,940		166,353,000
				74,118,189		247,752,133
Total Health Care				236,620,921		712,639,991

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Industrials (15.12%)
		Building Products (1.98%)
	1,448,500	Masonite International Corp. 1,2	$	80,959,738	$	89,024,810
	1,670,000	Trex Co., Inc. 1,4		62,696,594		71,108,600
				143,656,332		160,133,410
		Construction & Engineering (0.71%)
	2,522,178	Badger Daylighting Ltd. (Canada) 2,4		84,666,828		57,420,906
		Diversified Support Services (1.22%)
	2,700,000	Copart, Inc. 1		32,090,834		98,523,000
		Electrical Components & Equipment (1.62%)
	2,800,000	Generac Holdings, Inc. 1		13,836,546		130,928,000
		Industrial Machinery (5.20%)
	2,275,000	Colfax Corp. 1		52,423,266		117,321,750
	2,550,000	The Middleby Corp. 1		74,456,718		252,705,000
	400,000	Valmont Industries, Inc.		32,589,034		50,800,000
				159,469,018		420,826,750
		Railroads (2.22%)
	2,000,000	Genesee & Wyoming, Inc., Cl A 1		32,221,169		179,840,000
		Research & Consulting Services (0.42%)
	300,000	IHS, Inc., Cl A 1		12,200,099		34,164,000
		Trading Companies & Distributors (1.33%)
	2,000,000	Air Lease Corp.		47,523,423		68,620,000
	485,000	MSC Industrial Direct Co., Inc., Cl A		17,282,737		39,406,250
				64,806,160		108,026,250
		Trucking (0.42%)
	475,000	Landstar System, Inc.		11,073,375		34,451,750
Total Industrials				554,020,361		1,224,314,066
Information Technology (19.60%)
		Application Software (9.26%)
	2,000,000	Advent Software, Inc.		27,793,289		61,280,000
	1,850,000	ANSYS, Inc. 1		44,326,673		151,700,000

Shares				Cost		Value
Common Stocks (continued)
Information Technology (continued)
		Application Software (continued)
	800,000	Bottomline Technologies (de), Inc. 1	$	21,533,616	$	20,224,000
	1,600,000	FactSet Research Systems, Inc.		80,624,740		225,200,000
	1,173,796	Guidewire Software, Inc. 1		37,834,851		59,429,292
	2,500,000	Pegasystems, Inc.		37,815,090		51,925,000
	3,087,713	SS&C Technologies Holdings, Inc.		52,369,848		180,600,333
				302,298,107		750,358,625
		Data Processing & Outsourced Services (2.03%)
	3,000,000	MAXIMUS, Inc.		57,528,621		164,520,000
		Electronic Equipment & Instruments (0.73%)
	650,000	FEI Company		24,367,636		58,727,500
		Internet Software & Services (3.40%)
	2,093,024	Benefitfocus, Inc. 1,4		79,804,705		68,734,908
	999,653	CoStar Group, Inc. 1		44,116,616		183,566,280
	329,508	Shutterstock, Inc. 1		21,945,109		22,769,003
				145,866,430		275,070,191
		IT Consulting & Other Services (4.18%)
	3,800,000	Booz Allen Hamilton Holding Corp.		48,057,122		100,814,000
	2,825,000	Gartner, Inc. 1		45,240,023		237,893,250
				93,297,145		338,707,250
Total Information Technology				623,357,939		1,587,383,566
Materials (1.27%)
		Construction Materials (1.27%)
	1,725,000	CaesarStone Sdot-Yam Ltd. 1,2		31,551,799		103,189,500
Telecommunication Services (0.90%)
		Alternative Carriers (0.90%)
	7,493,437	Iridium Communications Inc. 1,4		45,709,971		73,061,011
Utilities (3.28%)
		Electric Utilities (3.28%)
	6,575,000	ITC Holdings Corp.		67,008,983		265,827,250
Total Common Stocks				3,408,082,583		7,852,726,152

See Notes to Schedules of Investments.

Baron Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2014 (UNAUDITED)

Shares				Cost		Value
Preferred Stocks (0.18%)
Telecommunication Services (0.18%)
		Alternative Carriers (0.18%)
	41,074	Iridium Communications, Inc., Series B, 6.75% 4	$	10,268,500	$	14,939,846
Private Equity Investments (0.03%)
Financials (0.03%)
		Asset Management & Custody Banks (0.03%)
	2,375,173	Windy City Investments Holdings, L.L.C. 1,3,5,7		0		2,066,401
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		40,639
Principal Amount
Short Term Investments (2.97%)
$	240,265,027	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2014, 0.00% due 1/2/2015; Proceeds at maturity - $240,265,027; (Fully collateralized by $12,870,000 U.S. Treasury Bond, 7.25% due 8/15/2022; Market value -$18,050,175, $114,715,000 U.S. Treasury Note, 2.125% due 12/31/2021; Market value -$115,862,150, $25,000,000 U.S. Treasury Note, 1.75% due 5/15/2022; Market value -$24,593,750 and $88,445,000 U.S. Treasury Note, 1.625% due 8/15/2022; Market value -$86,565,544) 6		240,265,027		240,265,027

		Cost		Value
Total Investments (100.13%)	$	3,658,616,110		8,110,038,065
Liabilities Less Cash and Other Assets (-0.13%)				(10,632,921	)
Net Assets			$	8,099,405,144
Retail Shares (Equivalent to $72.27 per share based on 57,616,173 shares outstanding)			$	4,163,747,422
Institutional Shares (Equivalent to $73.24 per share based on 53,734,586 shares outstanding)			$	3,935,657,722

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At December 31, 2014, the market value of restricted and fair valued securities amounted to $2,107,040 or 0.03% 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 Small Cap Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (98.82%)
Consumer Discretionary (17.58%)
		Advertising (0.14%)
	500,000	National CineMedia, Inc.	$	4,676,259	$	7,185,000
		Apparel, Accessories & Luxury Goods (3.41%)
	600,000	Fossil Group, Inc. 1		13,654,152		66,444,000
	2,000,000	Iconix Brand Group, Inc. 1		29,279,689		67,580,000
	2,000,000	Tumi Holdings, Inc. 1		40,068,737		47,460,000
				83,002,578		181,484,000
		Automotive Retail (0.43%)
	400,000	Monro Muffler Brake, Inc.		20,869,566		23,120,000
		Broadcasting (1.19%)
	600,000	Liberty Media Corp., Cl A 1		1,788,886		21,162,000
	1,200,000	Liberty Media Corp., Cl C 1		3,543,461		42,036,000
				5,332,347		63,198,000
		Cable & Satellite (0.42%)
	150,000	Liberty Broadband Corp., Cl A 1		621,054		7,513,500
	300,000	Liberty Broadband Corp., Cl C 1		1,184,602		14,946,000
				1,805,656		22,459,500
		Casinos & Gaming (0.77%)
	3,000,000	Penn National Gaming, Inc. 1		17,926,778		41,190,000
		Education Services (3.01%)
	2,347,847	Bright Horizons Family Solutions, Inc. 1		80,059,684		110,372,288
	2,610,967	Nord Anglia Education, Inc. 1,2		45,647,024		49,817,250
				125,706,708		160,189,538
		Home Improvement Retail (1.00%)
	800,000	Lumber Liquidators Holdings, Inc. 1		16,184,259		53,048,000
		Homefurnishing Retail (1.53%)
	1,400,000	Mattress Firm Holding Corp. 1		35,360,733		81,312,000
		Movies & Entertainment (1.91%)
	1,125,000	The Madison Square Garden Co., Cl A 1		28,342,697		84,667,500
	3,750,000	SFX Entertainment, Inc. 1		26,066,093		16,987,500
				54,408,790		101,655,000

Shares			Cost		Value
Common Stocks (continued)
Consumer Discretionary (continued)
		Restaurants (3.16%)
	950,000	BJ’s Restaurants, Inc. 1	$	34,185,457	$	47,699,500
	1,350,000	The Cheesecake Factory, Inc.		30,172,280		67,918,500
	2,200,000	Del Frisco’s Restaurant Group, Inc. 1,4		45,703,147		52,228,000
				110,060,884		167,846,000
		Specialty Stores (0.61%)
	1,700,000	The Container Store Group, Inc. 1		54,466,588		32,521,000
Total Consumer Discretionary				529,801,146		935,208,038
Consumer Staples (3.07%)
		Food Distributors (3.01%)
	2,093,960	The Chefs’ Warehouse, Inc. 1,4		33,488,530		48,244,838
	1,450,000	United Natural Foods, Inc. 1		62,683,145		112,121,250
				96,171,675		160,366,088
		Food Retail (0.06%)
	1,000,000	Fairway Group Holdings Corp. 1		15,538,462		3,150,000
Total Consumer Staples				111,710,137		163,516,088
Energy (6.77%)
		Oil & Gas Equipment & Services (1.29%)
	400,000	Core Laboratories N.V. 2		15,025,706		48,136,000
	1,000,000	Forum Energy Technologies, Inc. 1		19,970,999		20,730,000
				34,996,705		68,866,000
		Oil & Gas Exploration & Production (0.25%)
	550,000	Bonanza Creek Energy, Inc.1		17,592,986		13,200,000
		Oil & Gas Storage & Transportation (5.23%)
	650,000	Dominion Midstream Partners, LP 1		14,633,781		25,480,000
	800,000	PBF Logistics LP		20,465,744		17,080,000
	750,000	Phillips 66 Partners LP		20,967,947		51,697,500
	5,000,000	Scorpio Tankers Inc. 2		42,287,905		43,450,000
	750,000	Targa Resources Corp.		17,965,719		79,537,500
	700,000	Valero Energy Partners LP		18,277,032		30,275,000
	1,000,000	Western Refining Logistics, LP		23,110,967		30,500,000
				157,709,095		278,020,000
Total Energy				210,298,786		360,086,000

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Financials (8.64%)
		Asset Management & Custody Banks (2.19%)
	750,000	Artisan Partners Asset Management, Inc., Cl A	$	28,955,338	$	37,897,500
	2,150,000	Financial Engines, Inc.		48,440,910		78,582,500
				77,396,248		116,480,000
		Hotel & Resort REITs (2.00%)
	1,500,000	Chesapeake Lodging Trust		25,744,737		55,815,000
	1,250,000	LaSalle Hotel Properties		28,316,572		50,587,500
				54,061,309		106,402,500
		Investment Banking & Brokerage (0.82%)
	1,250,000	Moelis & Co., Cl A		35,022,100		43,662,500
		Office REITs (0.56%)
	250,000	SL Green Realty Corp.		5,347,806		29,755,000
		Real Estate Services (0.71%)
	1,100,000	CBRE Group, Inc., Cl A 1		5,154,322		37,675,000
		Specialized REITs (1.52%)
	2,750,000	Gaming and Leisure Properties, Inc.		54,474,530		80,685,000
		Thrifts & Mortgage Finance (0.84%)
	1,750,000	Essent Group, Ltd. 1,2		36,314,929		44,992,500
Total Financials				267,771,244		459,652,500
Health Care (12.92%)
		Biotechnology (0.76%)
	750,000	Cepheid 1		24,504,439		40,605,000
		Health Care Distributors (1.01%)
	315,300	MWI Veterinary Supply, Inc. 1		44,747,939		53,572,623
		Health Care Equipment (3.66%)
	605,100	Cantel Medical Corp.		25,492,640		26,176,626
	1,250,000	DexCom, Inc. 1		17,100,776		68,812,500
	670,922	IDEXX Laboratories, Inc. 1		21,699,129		99,477,605
				64,292,545		194,466,731
		Health Care Facilities (2.55%)
	3,697,500	Brookdale Senior Living, Inc. 1		72,282,888		135,587,325

Shares			Cost		Value
Common Stocks (continued)
Health Care (continued)
		Health Care Services (0.31%)
	400,000	ExamWorks Group, Inc. 1	$	14,410,019	$	16,636,000
		Life Sciences Tools & Services (3.48%)
	1,350,000	ICON plc 1,2		43,388,030		68,836,500
	675,372	INC Research Holdings, Inc., Cl A 1		12,681,467		17,350,306
	250,000	Mettler-Toledo International, Inc. 1		14,245,818		75,615,000
	965,200	PRA Health Sciences, Inc. 1		17,856,523		23,377,144
				88,171,838		185,178,950
		Managed Health Care (0.62%)
	1,304,271	HealthEquity, Inc. 1		22,938,140		33,193,697
		Pharmaceuticals (0.53%)
	1,000,000	Catalent, Inc. 1		20,462,087		27,880,000
Total Health Care				351,809,895		687,120,326
Industrials (16.87%)
		Aerospace & Defense (5.00%)
	2,400,000	DigitalGlobe, Inc. 1		70,905,306		74,328,000
	1,881,863	The KEYW Holding Corp. 1,4		19,864,378		19,533,738
	875,000	TransDigm Group, Inc. 1		1,959,709		171,806,250
				92,729,393		265,667,988
		Diversified Support Services (0.23%)
	400,000	Healthcare Services Group, Inc.		11,955,925		12,372,000
		Electrical Components & Equipment (2.42%)
	825,000	Acuity Brands, Inc.		44,094,137		115,557,750
	350,000	Franklin Electric Co., Inc.		13,080,427		13,135,500
				57,174,564		128,693,250
		Environmental & Facilities Services (3.02%)
	1,050,000	Clean Harbors, Inc. 1		26,906,827		50,452,500
	2,500,000	Waste Connections, Inc.		44,418,371		109,975,000
				71,325,198		160,427,500
		Human Resource & Employment Services (1.25%)
	2,000,000	On Assignment, Inc. 1		50,117,846		66,380,000
		Industrial Machinery (3.26%)
	350,000	Graco, Inc.		7,828,497		28,063,000
	750,000	Nordson Corp.		22,985,460		58,470,000
	256,800	RBC Bearings, Inc. 1		16,542,302		16,571,304
	2,500,000	Rexnord Corp. 1		47,210,825		70,525,000
				94,567,084		173,629,304

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2014 (UNAUDITED)

Shares			Cost		Value
Common Stocks (continued)
Industrials (continued)
		Office Services & Supplies (0.34%)
	1,106,032	Interface, Inc.	$	14,866,640	$	18,216,347
		Railroads (1.35%)
	800,000	Genesee & Wyoming, Inc., Cl A 1		21,723,581		71,936,000
Total Industrials				414,460,231		897,322,389
Information Technology (20.89%)
		Application Software (6.12%)
	4,000,000	ACI Worldwide, Inc. 1		49,698,528		80,680,000
	2,150,000	Advent Software, Inc.		32,757,573		65,876,000
	1,500,000	Guidewire Software, Inc. 1		40,880,643		75,945,000
	700,000	The Ultimate Software Group, Inc. 1		17,611,027		102,770,500
				140,947,771		325,271,500
		Data Processing & Outsourced Services (3.45%)
	800,000	FleetCor Technologies, Inc. 1		19,593,165		118,968,000
	650,000	WEX Inc. 1		30,423,456		64,298,000
				50,016,621		183,266,000
		Electronic Components (0.44%)
	1,000,000	Knowles Corp. 1		29,179,914		23,550,000
		Electronic Equipment & Instruments (2.53%)
	1,400,000	Cognex Corp. 1		22,631,628		57,862,000
	850,000	FEI Company		33,259,652		76,797,500
				55,891,280		134,659,500
		Internet Software & Services (2.12%)
	750,000	comScore, Inc. 1		24,478,130		34,822,500
	300,000	GrubHub, Inc. 1		7,800,000		10,896,000
	2,250,000	HomeAway, Inc. 1		54,558,103		67,005,000
				86,836,233		112,723,500
		IT Consulting & Other Services (5.74%)
	1,250,000	Acxiom Corp. 1		28,143,704		25,337,500
	400,000	Equinix, Inc. 1,5		23,435,697		90,692,000
	2,250,000	Gartner, Inc. 1		41,942,703		189,472,500
				93,522,104		305,502,000
		Systems Software (0.49%)
	2,300,000	Rally Software Development Corp. 1,4		51,687,216		26,151,000
	Total Information Technology			508,081,139		1,111,123,500

Shares			Cost		Value
Common Stocks (continued)
Materials (6.50%)
		Commodity Chemicals (0.41%)
	750,000	Westlake Chemical Partners LP	$	20,498,030	$	21,750,000
		Diversified Metals & Mining (1.30%)
	4,000,000	Globe Specialty Metals, Inc. 4		46,608,066		68,920,000
		Metal & Glass Containers (2.67%)
	4,500,000	Berry Plastics Group, Inc. 1		75,853,854		141,975,000
		Specialty Chemicals (1.41%)
	1,536,702	Flotek Industries, Inc. 1		31,308,937		28,782,428
	2,000,000	Platform Specialty Products Corp. 1		32,710,834		46,440,000
				64,019,771		75,222,428
		Steel (0.71%)
	1,000,000	SunCoke Energy, Inc.		16,688,469		19,340,000
	675,000	SunCoke Energy Partners LP		16,008,489		18,312,750
				32,696,958		37,652,750
Total Materials				239,676,679		345,520,178
Telecommunication Services (4.89%)
		Wireless Telecommunication Services (4.89%)
	148,323,290	Sarana Menara Nusantara Tbk PT (Indonesia) 1,2		30,976,387		49,700,578
	1,900,000	SBA Communications Corp., Cl A 1		9,969,506		210,444,000
Total Telecommunication Services				40,945,893		260,144,578
Utilities (0.69%)
		Electric Utilities (0.51%)
	675,000	ITC Holdings Corp.		9,427,959		27,290,250
		Renewable Electricity (0.18%)
	350,000	Abengoa Yield plc 2		10,150,000		9,562,000
Total Utilities				19,577,959		36,852,250
Total Common Stocks				2,694,133,109		5,256,545,847

See Notes to Schedules of Investments.

Baron Small Cap Fund

SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2014 (UNAUDITED)

Shares			Cost		Value
Warrants (0.00%)
Information Technology (0.00%)
		Internet Software & Services (0.00%)
	6,818	Viggle, Inc. Warrants, Non-Callable Exp 4/27/2015 1,3,6	$	0	$	0
Principal Amount
Short Term Investments (1.50%)
$	79,975,204	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2014, 0.00% due 1/2/2015; Proceeds at maturity - $79,975,204; (Fully collateralized by $80,770,000 U.S. Treasury Note, 2.125% due 12/31/2021; Market value - $81,577,700) 6		79,975,204		79,975,204

	Cost		Value
Total Investments (100.32%)	$	2,774,108,313	$	5,336,521,051
Liabilities Less Cash and Other Assets (-0.32%)				(17,158,246	)
Net Assets			$	5,319,362,805
Retail Shares (Equivalent to $33.31 per share based on 96,350,595 shares outstanding)			$	3,209,349,795
Institutional Shares (Equivalent to $33.84 per share based on 62,348,707 shares outstanding)			$	2,110,013,010

_____________________________
	%	Represents percentage of net assets.
	1	Non-income producing securities.
	2	Foreign corporation.
	3	At December 31, 2014, the market value of restricted and fair valued securities amounted to $0 or 0.00% of net assets. This security is not 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.
		All securities are Level 1, unless otherwise noted.

See Notes to Schedules of Investments.

Baron Opportunity Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (100.08%)
Consumer Discretionary (20.46%)
		Apparel, Accessories & Luxury Goods (1.02%)
	59,500	Under Armour, Inc., Cl A 1	$	1,497,763	$	4,040,050
		Automobile Manufacturers (2.60%)
	46,500	Tesla Motors Inc. 1		9,832,821		10,342,065
		Automotive Retail (2.84%)
	169,470	CarMax, Inc. 1		4,541,749		11,283,313
		Broadcasting (2.47%)
	146,000	Discovery Communications, Inc., Cl C 1		2,650,212		4,923,120
	20,000	Liberty Media Corp., Cl A 1		186,044		705,400
	119,000	Liberty Media Corp., Cl C 1		1,605,551		4,168,570
				4,441,807		9,797,090
		Homefurnishing Retail (1.52%)
	63,000	Restoration Hardware Holdings, Inc. 1		3,745,107		6,048,630
		Internet Retail (7.78%)
	14,500	Amazon.com, Inc. 1		4,699,460		4,500,075
	1,496,060	AO World plc (United Kingdom) 1,2		6,999,717		6,533,594
	184,500	Liberty TripAdvisor Holdings, Inc., Cl A 1		5,653,849		4,963,050
	20,500	Netflix, Inc. 1		5,810,107		7,003,005
	6,950	The Priceline Group, Inc. 1		1,120,974		7,924,459
				24,284,107		30,924,183
		Movies & Entertainment (2.23%)
	557,240	Manchester United plc, Cl A 1,2		9,320,435		8,860,116
Total Consumer Discretionary				57,663,789		81,295,447
Energy (3.16%)
		Oil & Gas Exploration & Production (2.37%)
	94,500	Concho Resources, Inc. 1		9,528,066		9,426,375
		Oil & Gas Storage & Transportation (0.79%)
	85,700	Golar LNG Ltd. 2		2,888,582		3,125,479
Total Energy				12,416,648		12,551,854

Shares				Cost		Value
Common Stocks (continued)
Health Care (12.24%)
		Biotechnology (1.52%)
	111,400	Cepheid 1	$	3,741,486	$	6,031,196
		Health Care Supplies (1.22%)
	140,500	The Spectranetics Corporation 1		4,029,495		4,858,490
		Health Care Technology (3.66%)
	50,500	Athenahealth, Inc. 1		7,058,357		7,357,850
	150,500	Medidata Solutions, Inc. 1		7,701,442		7,186,375
				14,759,799		14,544,225
		Life Sciences Tools & Services (3.95%)
	85,115	Illumina, Inc. 1		3,569,630		15,710,527
		Managed Health Care (0.83%)
	129,454	HealthEquity, Inc. 1		2,314,994		3,294,604
		Pharmaceuticals (1.06%)
	47,500	Pacira Pharmaceuticals, Inc. 1		3,004,926		4,211,350
Total Health Care				31,420,330		48,650,392
Industrials (6.96%)
		Aerospace & Defense (2.18%)
	280,046	DigitalGlobe, Inc. 1		8,049,273		8,673,025
		Industrial Machinery (1.81%)
	72,500	The Middleby Corp. 1		3,648,814		7,184,750
		Research & Consulting Services (2.97%)
	184,000	Verisk Analytics, Inc., Cl A 1		8,862,170		11,785,200
Total Industrials				20,560,257		27,642,975
Information Technology (50.42%)
		Application Software (10.71%)
	128,150	ANSYS, Inc. 1		4,155,763		10,508,300
	378,500	Guidewire Software, Inc. 1		11,655,881		19,163,455
	113,000	salesforce.com, Inc. 1		6,944,660		6,702,030
	76,000	Workday, Inc., Cl A 1		6,267,375		6,202,360
				29,023,679		42,576,145
		Internet Software & Services (22.28%)
	73,956	Alibaba Group Holding Ltd., ADR 1,2		6,149,280		7,686,987
	303,214	Benefitfocus, Inc. 1		13,809,366		9,957,548
	132,000	comScore, Inc. 1		4,171,036		6,128,760

See Notes to Schedules of Investments.

Baron Opportunity Fund

SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Information Technology (continued)
		Internet Software & Services (continued)
	71,000	CoStar Group, Inc. 1	$	4,585,985	$	13,037,730
	120,500	Facebook Inc., Cl A 1		8,203,958		9,401,410
	218,222	HomeAway, Inc. 1		5,909,118		6,498,651
	1,443,682	Just Eat plc (United Kingdom) 1,2		6,197,659		6,968,635
	27,000	LinkedIn Corp., Cl A 1		4,939,692		6,202,170
	159,492	Shutterstock, Inc. 1		7,020,749		11,020,897
	158,500	Twitter, Inc. 1		6,286,221		5,685,395
	56,000	Zillow, Inc., Cl A 1		4,642,221		5,929,840
				71,915,285		88,518,023
		IT Consulting & Other Services (9.72%)
	375,575	Acxiom Corp. 1		6,076,074		7,612,905
	52,534	Equinix, Inc. 1,4		1,652,059		11,911,034
	226,644	Gartner, Inc. 1		3,872,599		19,085,691
				11,600,732		38,609,630
		Semiconductor Equipment (1.55%)
	316,000	SunEdison, Inc. 1		6,124,672		6,165,160
		Semiconductors (1.49%)
	138,500	Mellanox Technologies Ltd. 1,2		5,788,350		5,918,105
		Systems Software (4.67%)
	123,000	Qualys, Inc. 1		2,475,750		4,643,250
	201,000	Red Hat, Inc. 1		10,098,251		13,897,140
				12,574,001		18,540,390
Total Information Technology				137,026,719		200,327,453
Materials (2.64%)
		Construction Materials (1.46%)
	97,069	CaesarStone Sdot-Yam Ltd. 1,2		2,468,981		5,806,667
		Specialty Chemicals (1.18%)
	249,500	Flotek Industries, Inc. 1		6,751,488		4,673,135
Total Materials				9,220,469		10,479,802
Telecommunication Services (3.15%)
		Wireless Telecommunication Services (3.15%)
	113,000	SBA Communications Corp., Cl A 1		1,187,056		12,515,880

Shares				Cost		Value
Common Stocks (continued)
Utilities (1.05%)
		Renewable Electricity (1.05%)
	37,000	TerraForm Power, Inc., Cl A	$	1,160,706	$	1,142,560
	99,833	TerraForm Power, Inc., Cl A 3, 5		2,994,990		3,001,978
Total Utilities				4,155,696		4,144,538
Total Common Stocks				273,650,964		397,608,341
Principal Amount
Short Term Investments (0.08%)
$	303,132	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2014, 0.00% due 1/2/2015; Proceeds at maturity - $303,132; (Fully collateralized by $310,000 U.S. Treasury Note, 2.125% due 12/31/2021; Market value - $313,100) 5		303,132		303,132
Total Investments (100.16%)			$	273,954,096		397,911,473
Liabilities Less Cash and Other Assets (-0.16%)						(624,828	)
Net Assets					$	397,286,645
Retail Shares (Equivalent to $18.22 per share based on 15,773,819 shares outstanding)					$	287,367,052
Institutional Shares (Equivalent to $18.53 per share based on 5,933,482 shares outstanding)					$	109,919,593

%	Represents percentage of net assets.
1	Non-income producing securities.
2	Foreign corporation.
3	At December 31, 2014, the market value of restricted and fair valued securities amounted to $3,001,978 or 0.76% of net assets. This security is deemed liquid.
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.
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, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (96.66%)
Consumer Discretionary (23.90%)
		Apparel, Accessories & Luxury Goods (1.01%)
	6,793	Ralph Lauren Corp.	$	1,039,711	$	1,257,792
		Broadcasting (1.30%)
	15,441	Liberty Media Corp., Cl A 1		211,069		544,604
	30,882	Liberty Media Corp., Cl C 1		418,091		1,081,797
				629,160		1,626,401
		Cable & Satellite (0.46%)
	3,860	Liberty Broadband Corp., Cl A 1		73,264		193,347
	7,720	Liberty Broadband Corp., Cl C 1		139,744		384,611
				213,008		577,958
		Casinos & Gaming (4.84%)
	44,622	Las Vegas Sands Corp.		2,424,979		2,595,215
	23,175	Wynn Resorts Ltd.		2,745,411		3,447,513
				5,170,390		6,042,728
		Internet Retail (11.10%)
	28,713	Amazon.com, Inc. 1		7,516,831		8,911,079
	4,337	The Priceline Group, Inc. 1		2,941,040		4,945,091
				10,457,871		13,856,170
		Restaurants (5.19%)
	51,782	Starbucks Corp.		3,152,385		4,248,713
	30,502	YUM! Brands, Inc.		1,761,594		2,222,071
				4,913,979		6,470,784
Total Consumer Discretionary				22,424,119		29,831,833
Consumer Staples (1.32%)
		Hypermarkets & Super Centers (1.32%)
	11,648	Costco Wholesale Corp.		835,362		1,651,104
Energy (3.03%)
		Oil & Gas Exploration & Production (1.66%)
	20,799	Concho Resources, Inc. 1		2,328,143		2,074,700
		Oil & Gas Storage & Transportation (1.37%)
	41,776	Shell Midstream Partners, L.P. 1		960,848		1,711,981
Total Energy				3,288,991		3,786,681

Shares				Cost		Value
Common Stocks (continued)
Financials (4.77%)
		Diversified Real Estate Activities (2.76%)
	68,562	Brookfield Asset Management, Inc., Cl A 2	$	2,205,639	$	3,437,013
		Specialized Finance (2.01%)
	28,350	CME Group, Inc.		1,414,436		2,513,228
Total Financials				3,620,075		5,950,241
Health Care (12.15%)
		Biotechnology (5.84%)
	14,111	Alexion Pharmaceuticals, Inc. 1		2,217,738		2,610,959
	6,985	Biogen Idec, Inc. 1		2,103,571		2,371,058
	5,616	Regeneron Pharmaceuticals, Inc. 1		1,686,704		2,303,964
				6,008,013		7,285,981
		Life Sciences Tools & Services (6.31%)
	42,692	Illumina, Inc. 1		1,663,348		7,880,089
Total Health Care				7,671,361		15,166,070
Industrials (3.63%)
		Research & Consulting Services (1.72%)
	33,526	Verisk Analytics, Inc., Cl A 1		1,392,841		2,147,340
		Trading Companies & Distributors (1.91%)
	50,068	Fastenal Co.		1,630,676		2,381,234
Total Industrials				3,023,517		4,528,574
Information Technology (42.14%)
		Application Software (0.53%)
	16,306	Mobileye N.V. 1,2,4		407,650		661,371
		Data Processing & Outsourced Services (8.33%)
	65,205	MasterCard, Inc., Cl A		3,418,561		5,618,063
	18,230	Visa, Inc., Cl A		1,816,915		4,779,906
				5,235,476		10,397,969
		Internet Software & Services (18.87%)
	48,773	Alibaba Group Holding Ltd., ADR 1,2		4,246,520		5,069,466
	91,363	Facebook Inc., Cl A 1		2,333,912		7,128,141
	5,019	Google, Inc., Cl A 1		1,256,798		2,663,383

See Notes to Schedules of Investments.

Baron Fifth Avenue Growth Fund

SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Information Technology (continued)
		Internet Software & Services (continued)
	7,331	Google, Inc., Cl C 1	$	2,508,471	$	3,859,038
	6,126	LinkedIn Corp., Cl A 1		507,226		1,407,204
	95,628	Twitter, Inc. 1		3,375,700		3,430,176
				14,228,627		23,557,408
		IT Consulting & Other Services (2.61%)
	14,351	Equinix, Inc. 1,3		1,696,794		3,253,802
		Semiconductor Equipment (2.52%)
	29,187	ASML Holding N.V. 2		1,960,743		3,147,234
		Systems Software (4.37%)
	19,724	FireEye, Inc. 1		599,132		622,884
	42,692	Red Hat, Inc. 1		2,166,568		2,951,725
	22,749	VMware, Inc., Cl A 1		2,184,136		1,877,248
				4,949,836		5,451,857
		Technology Hardware, Storage & Peripherals (4.91%)
	55,573	Apple, Inc.		2,186,665		6,134,148
Total Information Technology				30,665,791		52,603,789
Materials (3.91%)
		Fertilizers & Agricultural Chemicals (3.91%)
	40,826	Monsanto Co.		3,658,306		4,877,482
Telecommunication Services (1.81%)
		Wireless Telecommunication Services (1.81%)
	38,000	SoftBank Corp. (Japan) 2,6		2,955,676		2,261,883
Total Common Stocks				78,143,198		120,657,657
Principal Amount
Short Term Investments (4.66%)
Repurchase Agreement (4.11%)
$	5,134,319	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2014, 0.00% due 1/2/2015; Proceeds at maturity - $ 5,134,319; (Fully collateralized by $5,190,000 U.S. Treasury Note, 2.125% due 12/31/2021; Market value - $5,241,900) 6		5,134,319		5,134,319

Shares				Cost		Value
Short Term Investments (continued)
Securities Lending Collateral (0.55%)
	684,852	State Street Navigator Securities Lending Prime Portfolio 5,6	$	684,852	$	684,852
Total Short Term Investments				5,819,171		5,819,171
Total Investments (101.32%)			$	83,962,369		126,476,828
Liabilities Less Cash and Other Assets (-1.32%)						(1,647,606	)
Net Assets					$	124,829,222
Retail Shares (Equivalent to $17.39 per share based on 3,740,089 shares outstanding)					$	65,027,659
Institutional Shares (Equivalent to $17.55 per share based on 3,407,439 shares outstanding)					$	59,801,563

%	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	The value on loan at December 31, 2014 amounted to $661,371 or 0.53% of net assets. See Note 2c regarding Securities Lending.
5	Represents investment of cash collateral received from securities lending transactions. See Note 2c regarding Securities Lending.
6	Level 2 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 Discovery Fund

SCHEDULE OF INVESTMENTS

DECEMBER 31, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (96.80%)
Consumer Discretionary (14.20%)
		Apparel Retail (1.34%)
	60,000	Boot Barn Holdings, Inc. 1	$	1,083,124	$	1,092,000
		Apparel, Accessories & Luxury Goods (1.02%)
	35,000	Tumi Holdings, Inc. 1		724,592		830,550
		Casinos & Gaming (1.37%)
	50,000	Pinnacle Entertainment, Inc. 1		1,119,187		1,112,500
		Homefurnishing Retail (1.28%)
	18,000	Mattress Firm Holding Corp. 1		1,105,998		1,045,440
		Internet Retail (1.31%)
	60,000	Coupons.com Incorporated 1		952,128		1,065,000
		Leisure Facilities (1.10%)
	50,000	ClubCorp Holdings, Inc.		901,152		896,500
		Restaurants (5.22%)
	50,000	Del Frisco’s Restaurant Group, Inc. 1		997,676		1,187,000
	35,000	Fiesta Restaurant Group, Inc. 1		1,574,514		2,128,000
	15,000	The Habit Restaurants, Inc., CI A 1		270,000		485,250
	15,000	Zoe’s Kitchen, Inc. 1		298,350		448,650
				3,140,540		4,248,900
		Specialized Consumer Services (1.09%)
	12,000	Liberty Tax, Inc. 1		425,021		428,880
	25,000	LifeLock, Inc. 1		395,417		462,750
				820,438		891,630
		Specialty Stores (0.47%)
	20,000	The Container Store Group, Inc. 1		458,932		382,600
Total Consumer Discretionary				10,306,091		11,565,120
Consumer Staples (1.56%)
		Packaged Foods & Meats (1.56%)
	100,000	Inventure Foods, Inc. 1		1,269,287		1,274,000
Energy (3.51%)
		Oil & Gas Storage & Transportation (3.51%)
	45,000	Atlas Energy, L.P.		1,243,888		1,401,750
	32,700	Tallgrass Energy Partners, LP		1,174,047		1,461,690
Total Energy				2,417,935		2,863,440

Shares				Cost		Value
Common Stocks (continued)
Financials (7.18%)
		Diversified REITs (1.47%)
	30,000	American Assets Trust, Inc.	$	1,027,690	$	1,194,300
		Hotel & Resort REITs (4.26%)
	40,000	Chesapeake Lodging Trust		1,102,966		1,488,400
	150,000	Strategic Hotels & Resorts, Inc. 1		1,639,341		1,984,500
				2,742,307		3,472,900
		Industrial REITs (1.45%)
	75,000	Rexford Industrial Realty, Inc.		1,165,889		1,178,250
Total Financials				4,935,886		5,845,450
Health Care (34.70%)
		Biotechnology (4.30%)
	35,200	Esperion Therapeutics, Inc. 1		802,550		1,423,488
	93,600	Foundation Medicine, Inc. 1		2,162,496		2,079,792
				2,965,046		3,503,280
		Health Care Equipment (3.70%)
	65,600	Inogen, Inc. 1		1,246,158		2,057,872
	57,600	Novadaq Technologies, Inc. (Canada) 1,2		751,430		957,312
				1,997,588		3,015,184
		Health Care Facilities (3.10%)
	50,000	AAC Holdings, Inc. 1		750,000		1,546,000
	39,400	Capital Senior Living Corp. 1		877,360		981,454
				1,627,360		2,527,454
		Health Care Services (5.98%)
	345,500	BioScrip, Inc. 1		2,537,536		2,415,045
	59,000	ExamWorks Group, Inc. 1		2,005,956		2,453,810
				4,543,492		4,868,855
		Health Care Supplies (6.58%)
	28,100	Cerus Corp. 1		156,345		175,344
	68,500	Sientra, Inc. 1		1,052,722		1,150,115
	102,100	The Spectranetics Corporation 1		2,637,795		3,530,618
	150,514	Unilife Corp. 1		454,599		504,222
				4,301,461		5,360,299

See Notes to Schedules of Investments.

Baron Discovery Fund

SCHEDULE OF INVESTMENTS (Continued)

DECEMBER 31, 2014 (UNAUDITED)

Shares				Cost		Value
Common Stocks (continued)
Health Care (continued)
		Life Sciences Tools & Services (2.40%)
	10,000	Genfit (France) 1,2	$	446,265	$	448,816
	58,628	INC Research Holdings, Inc., Cl A 1		1,113,126		1,506,153
				1,559,391		1,954,969
		Managed Health Care (1.80%)
	57,500	HealthEquity, Inc. 1		1,057,995		1,463,375
		Pharmaceuticals (6.84%)
	39,800	Aerie Pharmaceuticals, Inc. 1		877,357		1,161,762
	98,536	Intersect ENT, Inc. 1		1,405,403		1,827,843
	9,160	Pacira Pharmaceuticals, Inc. 1		555,261		812,126
	43,000	Revance Therapeutics, Inc. 1		1,015,543		728,420
	234,500	TherapeuticsMD, Inc. 1		1,222,414		1,043,525
				5,075,978		5,573,676
Total Health Care				23,128,311		28,267,092
Industrials (7.41%)
		Aerospace & Defense (3.88%)
	74,300	DigitalGlobe, Inc. 1		2,028,041		2,301,071
	83,019	The KEYW Holding Corp. 1		1,064,157		861,737
				3,092,198		3,162,808
		Air Freight & Logistics (0.93%)
	12,000	Park-Ohio Holdings Corp.		631,775		756,360
		Construction & Engineering (1.00%)
	35,000	Primoris Services Corp.		904,469		813,400
		Electrical Components & Equipment (1.60%)
	27,700	Polypore International, Inc. 1		1,087,948		1,303,285
Total Industrials				5,716,390		6,035,853
Information Technology (20.44%)
		Electronic Equipment & Instruments (1.69%)
	22,660	Coherent, Inc. 1		1,400,255		1,375,915
		Internet Software & Services (10.57%)
	165,000	Amber Road, Inc. 1		2,004,093		1,686,300
	35,500	Benefitfocus, Inc. 1		1,098,113		1,165,820
	17,000	comScore, Inc. 1		561,185		789,310
	201,800	E2open, Inc. 1		2,366,344		1,939,298
	29,738	Envestnet, Inc. 1		1,267,010		1,461,326
	325,000	Just Eat plc (United Kingdom) 1,2		1,454,456		1,568,771
				8,751,201		8,610,825

Shares				Cost		Value
Common Stocks (continued)
Information Technology (continued)
		Semiconductors (0.86%)
	13,500	Power Integrations, Inc.	$	697,508	$	698,490
		Systems Software (7.32%)
	56,100	Barracuda Networks, Inc. 1		1,493,647		2,010,624
	40,400	Qualys, Inc. 1		953,913		1,525,100
	73,900	Varonis Systems, Inc. 1		1,690,112		2,426,137
				4,137,672		5,961,861
Total Information Technology				14,986,636		16,647,091
Materials (6.87%)
		Commodity Chemicals (2.56%)
	72,000	Westlake Chemical Partners LP		2,081,348		2,088,000
		Construction Materials (2.35%)
	32,000	CaesarStone Sdot-Yam Ltd. 1,2		1,707,045		1,914,240
		Specialty Chemicals (1.96%)
	85,000	Flotek Industries, Inc. 1		1,780,295		1,592,050
Total Materials				5,568,688		5,594,290
Telecommunication Services (0.93%)
		Alternative Carriers (0.93%)
	77,339	Iridium Communications Inc. 1		638,870		754,055
Total Common Stocks				68,968,094		78,846,391
Principal Amount
Short Term Investments (2.87%)
$	2,334,888	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2014, 0.00% due 1/2/2015; Proceeds at maturity - $2,334,888; (Fully collateralized by $2,360,000 U.S. Treasury Note, 2.125% due 12/31/2021; Market value - $2,383,600) 3		2,334,888		2,334,888
Total Investments (99.67%)			$	71,302,982		81,181,279
Cash and Other Assets Less Liabilities (0.33%)						270,571
Net Assets					$	81,451,850
Retail Shares (Equivalent to $13.24 per share based on 1,525,847 shares outstanding)					$	20,208,201
Institutional Shares (Equivalent to $13.28 per share based on 4,610,841 shares outstanding)					$	61,243,649

%	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 December 31, 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, and accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services – Investment Companies. 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 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. Open end investment companies, including securities lending collateral invested in registered investment company money market funds, are valued at their net asset value each day.

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

December 31, 2014 Baron Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

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.

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 December 31, 2014, Baron Asset Fund and Baron Fifth Avenue Growth Fund had securities on loan with values of $12,241,495 and $661,371, respectively, and held $12,676,104 and $684,852, of short term investments as collateral for these loans, 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 December 31, 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 December 31, 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.		11/13/2007-1/27/2011	$  6,138,914
Common Stocks
TerraForm Power, Inc., Cl A		11/21/2014	10,023,353
Total Restricted Securities:			$16,162,267
(Cost $10,000,020)† (0.58% of Net Assets)
	Baron Growth Fund
Name of Issuer		Acquisition Date(s)	Value
Private Equity Investments
Windy City Investments Holdings, L.L.C.		11/13/2007-1/27/2011	$2,066,401
Rights
Agrinos AS Exp 7/15/2015 (Mexico)		12/23/2013	40,639
Total Restricted Securities:			$2,107,040
(Cost $0)† (0.03% of Net Assets)

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

Baron Funds December 31, 2014

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

	Baron Small Cap Fund
	Acquisition
Name of Issuer	Date(s)	Value
Warrants
Viggle, Inc. Warrants, Non-Callable, Exp 4/27/2015	4/27/2012
			$0
(Cost $0) (0.00% of Net Assets)
	Baron Opportunity Fund
Name of Issuer	Acquisition Date(s)	Value
Common Stocks
TerraForm Power, Inc., Cl A	11/21/2014
(Cost $2,994,990) (0.76% of Net Assets)			$3,001,978

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

4.  FAIR VALUE MEASUREMENTS

Fair value is defined by GAAP as the price that the Funds would receive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market for the investment. GAAP provides a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable or unobservable. Observable inputs are based on market data obtained from sources independent of the Funds. Unobservable 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 December 31, 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†	$	2,768,304,092	$	10,023,353	$	-	$	2,778,327,445
Private Equity Investments		-		-		6,138,914		6,138,914
Short Term Investments	$	-	$	41,338,699	$	-	$	41,338,699
Total Investments	$	2,768,304,092	$	51,362,052	$	6,138,914	$	2,825,805,058
Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on December 31, 2014. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the three months ended December 31, 2014.
†See Schedules of Investments for additional detailed categorizations.

December 31, 2014 Baron Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

	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†	$	7,852,726,152	$	-	$	-	$	7,852,726,152
Preferred Stocks		14,939,846		-		-		14,939,846
Private Equity Investments		-		-		2,066,401		2,066,401
Rights		-		40,639		-		40,639
Short Term Investments		-		240,265,027		-		240,265,027
Total Investments	$	7,867,665,998	$	240,305,666	$	2,066,401	$	8,110,038,065
Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on December 31, 2014. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the three months ended December 31, 2014.

	Baron Small Cap Fund
		Quoted Prices in		Other
		Active Markets for		Inputs		Unobservable
		Identical Assets		Observable		Inputs
Description		(Level 1)		(Level 2)		(Level 3)		Total
Common Stocks†	$	5,256,545,847	$	-	$	-	$	5,256,545,847
Warrants†		-		0				0
Short Term Investments		-		79,975,204		-		79,975,204
Total Investments	$	5,256,545,847	$	79,975,204	$	-	$	5,336,521,051
Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on December 31, 2014. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the three months ended December 31, 2014.

	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†	$	394,606,363	$	3,001,978	$	-	$	397,608,341
Short Term Investments		-		303,132		-		303,132
Total Investments	$	394,606,363	$	3,305,110	$	-	$	397,911,473
Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on December 31, 2014. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the three months ended December 31, 2014.

	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†	$	118,395,774	$	2,261,883	$	-	$	120,657,657
Short Term Investments†		-		5,819,171		-		5,819,171
Total Investments	$	118,395,774	$	8,081,054	$	-	$	126,476,828
$2,261,883 was transferred out of Level 1 into Level 2 at December 31, 2014 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 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†	$	78,846,391	$	-	$	-	$	78,846,391
Short Term Investments		-		2,334,888		-		2,334,888
Total Investments	$	78,846,391	$	2,334,888	$	-	$	81,181,279

Transfers between Levels 1, 2 or 3, if any, are recognized at ending value on December 31, 2014. There have been no transfers in and out of Level 1, 2 or 3 fair value measurements for the Fund for the three months ended December 31 2014.

^† See Schedules of Investments for additional detailed categorizations.

Baron Funds December 31, 2014

NOTES TO FINANCIAL STATEMENTS (Unaudited)

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

Baron Asset Fund
Investments in Securities	Balance as of September 30, 2014		Accrued Premiums/ Discounts		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Purchases		Sales/Distributions			Transfers Into Level 3		Transfers Out of Level 3		Balance as of December 31, 2014		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at December 31, 2014
Private Equity
Investments
Financials	$	42,901,834	$	-	$	2,008,495	$	(2,181,016	)	$	-	$	(36,590,399	)	$	-	$	-	$	6,138,914	$	(2,181,016	)
Total	$	42,901,834	$	-	$	2,008,495	$	(2,181,016	)	$	-	$	(36,590,399	)	$	-	$	-	$	6,138,914	$	(2,181,016	)
	Baron Growth Fund
Investments in Securities	Balance as of September 30, 2014		Accrued Premiums/ Discounts		Net Realized Gain (Loss)		Net Change in Unrealized Appreciation (Depreciation)			Purchases		Sales/Distributions			Transfers Into Level 3		Transfers Out of Level 3		Balance as of December 31, 2014		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at December 31, 2014
Private Equity
Investments
Financials	$	14,441,055	$	-	$	3,685,584	$	(3,743,656	)	$	-	$	(12,316,582	)	$	-	$	-	$	2,066,401	$	(3,743,656	)
Total	$	14,441,055	$	-	$	3,685,584	$	(3,743,656	)	$	-	$	(12,316,582	)	$	-	$	-	$	2,066,401	$	(3,743,656	)

5. COST OF INVESTMENTS FOR INCOME TAX PURPOSES

As of December 31, 2014, the components of net assets on a tax basis were substantially as follows:

													Baron Fifth
							Baron			Baron			Avenue			Baron
	Baron Asset			Baron Growth			Small Cap			Opportunity			Growth			Discovery
	Fund			Fund			Fund			Fund			Fund			Fund
Cost of investments	$	1,171,459,283		$	3,658,616,110		$	2,774,108,313		$	273,954,096		$	83,962,369		$	71,302,982
Gross tax unrealized appreciation	$	1,665,862,284		$	4,499,344,938		$	2,651,021,594		$	133,247,550		$	43,768,583		$	11,948,643
Gross tax unrealized depreciation		(11,516,509	)		(47,922,983	)		(88,608,856	)		(9,290,173	)		(1,254,124	)		(2,070,346	)
Net unrealized appreciation	$	1,654,345,775		$	4,451,421,955		$	2,562,412,738		$	123,957,377		$	42,514,459		$	9,878,297

6. TRANSACTIONS IN "AFFILIATED" COMPANIES ¹

Baron Growth Fund

							Net Change in
	Value at						Unrealized							Shares Held at	Value at
	September 30,		Purchase		Sales		Appreciation			Realized		Dividend		December	December 31
Name of Issuer	2014		Cost		Proceeds		(Depreciation)			Gains/(Losses)		Income		31, 2014	2014
"Affiliated" Company as of December 31, 2014:
Badger Daylighting Ltd.	$	52,975,579	$	9,946,996	$	-	$	(5,501,669	)	$	-	$	153,614	2,522,178	$	57,420,906
Benefitfocus, Inc.		33,970,397		22,681,426		-		12,083,085			-		-	2,093,024		68,734,908
Choice Hotels International, Inc.		156,390,000		-		-		12,090,150			-		1,142,850	3,007,500		168,480,150
Iridium Communications, Inc.		66,316,917		-		-		6,744,094			-		-	7,493,437		73,061,011
Iridium Communications, Inc.,
Series B, 6.75%		13,989,394		-		-		950,452			-		173,281	41,074		14,939,846
Lumber Liquidators Holdings, Inc.		67,708,400		12,996,541		-		14,118,359			-		-	1,430,000		94,823,300
Primerica, Inc.		130,194,000		-		-		16,308,000			-		324,000	2,700,000		146,502,000
Trex Co., Inc.		57,731,900		-		-		13,376,700			-		-	1,670,000		71,108,600
Vail Resorts, Inc.		179,142,048		-		-		9,023,176			-		1,713,784	2,064,800		188,165,224
	$	758,418,635	$	45,624,963	$	-	$	79,192,347		$	-	$	3,507,529		$	883,235,945

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 months ended December 31, 2014.

December 31, 2014 Baron Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

Baron Small Cap Fund
								Net Change in							Shares Held
		Value at						Unrealized							at		Value at
		September		Purchase		Sales		Appreciation			Realized			Dividend	December		December 31
Name of Issuer		30, 2014		Cost		Proceeds		(Depreciation)			Gains/(Losses)			Income	31, 2014		2014
"Affiliated" Company as of December 31, 2014:
The Chefs’ Warehouse, Inc.	$	32,520,000	$	1,476,738	$	-	$	14,248,100		$	-		$	-	2,093,960	$	48,244,838
Del Frisco’s Restaurant Group, Inc.		42,108,000		-		-		10,120,000			-			-	2,200,000		52,228,000
Globe Specialty Metals, Inc.		72,760,000		-		-		(3,840,000	)		-			300,000	4,000,000		68,920,000
The KEYW Holding Corp.		21,586,500		-		706,642		(1,236,645	)		(109,475	)		-	1,881,863		19,533,738
Rally Software Development Corp.		27,623,000		-		-		(1,472,000	)		-			-	2,300,000		26,151,000
	$	196,597,500	$	1,476,738	$	706,642	$	17,819,455		$	(109,475	)	$	300,000		$	215,077,576
No Longer an "Affiliated" Company as of December 31, 2014:
PBF Logistics LP	$	20,256,000	$	-	$	-	$	(3,176,000	)	$	-		$	240,000	800,000	$	17,080,000

¹ An "Affiliated" Company, as defined in the 1940 Act, is a company in which a Fund held 5% or more of the company’s outstanding voting securities at any time during the three months ended December 31, 2014.

7. RECENT ACCOUNTING PRONOUNCEMENTS

In June 2014, The 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 December 15, 2014 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: February 25, 2015

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, 2015