Baron Partners Fund NCSR Certified annual shareholder report (management investment company)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21296

BARON SELECT FUNDS

(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 Select Funds
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: December 31

Date of reporting period: December 31, 2014

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17CRF 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR 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 suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 5th Street, NW, Washington, D.C. 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. Section 3507.

Persons who are to 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 2569 (5-07)

Item 1. Reports to Stockholders.



	Baron Partners Fund			Baron Funds^®
	Baron Focused Growth Fund
	Baron International Growth Fund
	Baron Real Estate Fund
	Baron Emerging Markets Fund
	Baron Energy and Resources Fund
	Baron Global Advantage Fund



	December 31, 2014			Annual Financial Report


	Baron Partners Fund
	Ticker Symbols:
	Retail Shares: BPTRX
	Institutional Shares: BPTIX
	Performance		2
	Top Ten Holdings		3
	Sector Breakdown		3
	Management’s Discussion of Fund Performance		3

	Baron Focused Growth Fund
	Ticker Symbols:
	Retail Shares: BFGFX
	Institutional Shares: BFGIX
	Performance		4
	Top Ten Holdings		5
	Sector Breakdown		5
	Management’s Discussion of Fund Performance		5

	Baron International Growth Fund
	Ticker Symbols:
	Retail Shares: BIGFX
	Institutional Shares: BINIX
	Performance		6
	Top Ten Holdings		7
	Sector Breakdown		7
	Management’s Discussion of Fund Performance		7

	Baron Real Estate Fund
	Ticker Symbols:
	Retail Shares: BREFX
	Institutional Shares: BREIX
	Performance		8
	Top Ten Holdings		9
	Sector Breakdown		9
	Management’s Discussion of Fund Performance		9

	Baron Emerging Markets Fund
	Ticker Symbols:
	Retail Shares: BEXFX
	Institutional Shares: BEXIX
	Performance		10
	Top Ten Holdings		11
	Sector Breakdown		11
	Management’s Discussion of Fund Performance		11

	Baron Energy and Resources Fund
	Ticker Symbols:
	Retail Shares: BENFX
	Institutional Shares: BENIX
	Performance		12
	Top Ten Holdings		13
	Sector Breakdown		13
	Management’s Discussion of Fund Performance		13

	Baron Global Advantage Fund
	Ticker Symbols:
	Retail Shares: BGAFX
	Institutional Shares: BGAIX
	Performance		14
	Top Ten Holdings		15
	Sector Breakdown		15
	Management’s Discussion of Fund Performance		15

	Financial Statements

	Statements of Net Assets		16
	Statements of Assets and Liabilities		27
	Statements of Operations		29
	Statements of Changes in Net Assets		31
	Statement of Cash Flows		34
	Notes to Financial Statements		35

	Financial Highlights		43

	Report of Independent Registered Public Accounting Firm		50

	Tax Information		51

	Fund Expenses		52

	Management of the Funds		53

DEAR BARON SELECT FUNDS SHAREHOLDER: In this report, you will find audited financial statements for Baron Partners Fund, Baron Focused Growth Fund, Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund, Baron Energy and Resources Fund and Baron Global Advantage Fund (the “Funds”) for the year ended December 31, 2014. The U.S. Securities and Exchange Commission (the “SEC”) requires mutual funds to furnish these statements semi-annually to their shareholders. We hope you find these statements informative and useful. We thank you for choosing to join us as fellow shareholders in Baron Funds. We will continue to work hard to justify your confidence. Sincerely,


Ronald Baron	Linda S. Martinson	Peggy Wong
Chief Executive Officer and	Chairman, President and	Treasurer and
Chief Investment Officer	Chief Operating Officer	Chief Financial Officer
February 25, 2015	February 25, 2015	February 25, 2015

This Annual Financial Report is for the Baron Select Funds, which currently has seven series: Baron Partners Fund, Baron Focused Growth Fund, Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund, Baron Energy and Resources Fund and Baron Global Advantage Fund. If you are interested in Baron Investment Funds Trust, which contains the Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund and Baron Discovery Fund series, please visit the Funds’ website at www.BaronFunds.com or contact us at 1-800-99BARON. The Funds’ Proxy Voting Policy is available without charge on the Funds’ website at www.BaronFunds.com, or by calling 1-800-99BARON and on the SEC’s website at www.sec.gov. The Funds’ most current proxy voting record, Form N-PX, is also available on the Funds’ website and on the SEC’s website. The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. The Funds’ Forms N-Q are available on the SEC’s website at www.sec.gov. The Funds’ Forms N-Q may also be reviewed and copied at the SEC’s Public Reference Room in Washington, DC; information on the operation of the SEC’s Public Reference Room may be obtained by calling 1-202-551-8090. A copy of the Funds’ Forms N-Q may also be obtained upon request by calling 1-800-99BARON. Schedules of portfolio holdings current to the most recent quarter are also available on the Funds’ website. Some of the comments are based on current management expectations and are considered “forward-looking statements.” Actual future results, however, may prove to be different from our expectations. You can identify forward-looking statements by words such as “estimate,” “may,” “expect,” “should,” “could,” “believe,” “plan” and other similar terms. We cannot promise future returns and our opinions are a reflection of our best judgment at the time this report is compiled. The views expressed in this report reflect those of BAMCO, Inc. (“BAMCO” or the “Adviser”) only through the end of the period stated in this report. The views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time without notice based on market and other conditions.
Past performance is no guarantee of future results. The investment return and principal value of an investment will fluctuate; an investor’s shares, when redeemed, may be worth more or less than their original cost. For more complete information about Baron Funds, including charges and expenses, call, write or go to www.BaronFunds.com for a prospectus or summary prospectus. Read them carefully before you invest or send money. This report is not authorized for use as an offer of sale or a solicitation of an offer to buy shares of the Funds, unless accompanied or preceded by the Funds’ current prospectus or summary prospectus.

Baron Partners Fund (Unaudited)

December 31, 2014

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON PARTNERS FUND (RETAIL SHARES)
IN RELATION TO THE RUSSELL MIDCAP GROWTH INDEX AND THE S&P 500 INDEX

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2014

									Since
									Inception
	One		Three		Five		Ten		(January 31,
	Year		Years		Years		Years		1992)
Baron Partners Fund — Retail Shares^{1, 2, 3}	10.26	%	23.74	%	18.63	%	9.53	%	13.21	%
Baron Partners Fund — Institutional Shares^{1, 2, 3, 4}	10.56	%	24.07	%	18.94	%	9.69	%	13.28	%
Russell Midcap Growth Index¹	11.90	%	20.71	%	16.94	%	9.43	%	9.71	%
S&P 500 Index¹	13.69	%	20.41	%	15.45	%	7.67	%	9.50	%









¹		The indexes are unmanaged. The Russell Midcap^® Growth Index measures the performance of medium-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large-cap U.S. companies. The indexes and Baron Partners Fund are with dividends, which positively impact the performance results.

²		Reflects the actual fees and expenses that were charged when the Fund was a partnership. The predecessor partnership charged a 20% performance fee after reaching a certain performance benchmark. If the annual returns for the Fund did not reflect the performance fees for the years the predecessor partnership charged a performance fee, returns would be higher. The Fund’s shareholders will not be charged a performance fee. The predecessor partnership’s performance is only for periods before the Fund’s registration statement was effective, which was April 30, 2003. During those periods, the predecessor partnership was not registered under the Investment Company Act of 1940 and was not subject to its requirements or the requirements of the Internal Revenue Code relating to regulated investment companies, which, if it were, might have adversely affected its performance.

³		Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower.

⁴		Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher.


December 31, 2014 (Unaudited)	Baron Partners Fund

TOP TEN HOLDINGS AS OF DECEMBER 31, 2014
		Percent of Total
		Investments
CoStar Group, Inc.		8.9%
Tesla Motors Inc.		8.1%
ITC Holdings Corp.		7.2%
Hyatt Hotels Corp.		6.6%
Arch Capital Group Ltd.		6.4%
CarMax, Inc.		5.9%
Air Lease Corp.		5.7%
The Charles Schwab Corp.		5.1%
FactSet Research Systems, Inc.		4.8%
Dick’s Sporting Goods, Inc.		4.6%
		63.3%

SECTOR BREAKDOWN AS OF DECEMBER 31, 2014^† (as a percentage of total investments)



MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the year ended December 31, 2014, Baron Partners Fund¹ (the “Fund”) gained 10.26%, underperforming the Russell Midcap Growth Index, which gained 11.90%. The Fund has performed well since its conversion into an open end mutual fund on April 30, 2003. In the period since the Fund’s conversion through December 31, 2014, the Fund gained an annualized 14.39% versus an annualized 12.12% for the Russell Midcap Growth Index. The Fund also has meaningfully outperformed the Russell Midcap Growth Index since its inception on January 31, 1992, gaining an annualized 13.21%* compared to an annualized 9.71% for its index.

The Fund invests primarily in U.S. companies of any size with significant long-term growth potential. We believe our process can identify investment opportunities that we believe are attractively priced relative to future prospects. The Fund is non-diversified, so its top 10 holdings are expected to comprise a significant percentage of the portfolio, and the Fund uses leverage, both of which increase risk.

Results for U.S. stock markets were volatile in 2014, as investors rotated among sub-asset classes and sectors in reaction to geopolitical events, the pace of global economic growth, interest rates, and, in the second half of the year, plummeting oil prices. Since we invest based on fundamentals – open-ended growth opportunities, significant competitive advantages, and talented management teams – we used the sell-off as an opportunity to purchase or add to existing holdings at what we consider to be attractive prices. Generally positive domestic economic reports over the year supported the view that the U.S. economy is accelerating, outpacing much of the rest of the developed world.

At the sector level, the Fund’s investments in Health Care, Consumer Discretionary and Utilities were the largest contributors to performance in 2014. Energy, Financials and Industrials detracted.

The largest individual contributor was Illumina, Inc. Shares of Illumina, the leader in next generation DNA sequencing instruments and consumables, rose significantly in 2014, driven by multiple new product introductions, including a new ultra-high throughput platform that is the first to sequence a full human genome for less than $1,000. Over the year, management increased guidance from 15-17% revenue growth to, most recently, 30% growth. We believe Illumina has further distanced itself from its competitors and holds an effective monopoly on DNA sequencing at a time when demand is accelerating.

athenahealth, Inc. was the largest individual detractor in 2014. athenahealth provides cloud-based software-enabled business services for physicians and other healthcare providers. Shares declined on news that its enterprise bookings fell short of management targets and on the release of a short thesis by a prominent hedge fund manager. The Fund exited its position in athenahealth.

We expect to continue to establish long positions in securities that, in our opinion, have favorable price-to-value characteristics based on our assessment of their prospects for future growth and profitability.


^†		Industry sector levels are provided from the Global Industry Classification Standard (“GICS”), developed and exclusively owned by MSCI, Inc. and Standard & Poor’s Financial Services LLC, unless otherwise stated that they have been reclassified or classified by the Adviser. All GICS data is provided “as is” with no warranties.

¹		Performance information reflects results of the Retail Shares.

*		Please see Footnote 2 on page 2.

Baron Focused Growth Fund (Unaudited)

December 31, 2014

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON FOCUSED GROWTH FUND^† (RETAIL SHARES)
IN RELATION TO THE RUSSELL 2500 GROWTH INDEX AND THE S&P 500 INDEX

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2014

									Since
									Inception
	One		Three		Five		Ten		(May 31,
	Year		Years		Years		Years		1996)
Baron Focused Growth Fund — Retail Shares^{1, 2, 3}	2.35	%	14.26	%	12.98	%	8.63	%	11.50	%
Baron Focused Growth Fund — Institutional Shares^{1, 2, 3, 4}	2.54	%	14.53	%	13.25	%	8.77	%	11.58	%
Russell 2500 Growth Index¹	7.05	%	20.47	%	17.27	%	9.37	%	7.59	%
S&P 500 Index¹	13.69	%	20.41	%	15.45	%	7.67	%	8.22	%








^†		The Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future.

¹		The indexes are unmanaged. The Russell 2500” Growth Index measures the performance of small to medium-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large-cap U.S. companies. The indexes and Baron Focused Growth Fund are with dividends, which positively impact the performance results.

²		Reflects the actual fees and expenses that were charged when the Fund was a partnership. The predecessor partnership charged a 15% performance fee through 2003 after reaching a certain performance benchmark. If the annual returns for the Fund did not reflect the performance fees for the years the predecessor partnership charged a performance fee, the returns would be higher. The Fund’s shareholders will not be charged a performance fee. The predecessor partnership’s performance is only for periods before the Fund’s registration statement was effective, which was June 30, 2008. During those periods, the predecessor partnership was not registered under the Investment Company Act of 1940 and was not subject to its requirements or the requirements of the Internal Revenue Code relating to regulated investment companies, which, if it were, might have adversely affected its performance.

³		Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the Adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower.

⁴		Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher.


December 31, 2014 (Unaudited)	Baron Focused Growth Fund

TOP TEN HOLDINGS AS OF DECEMBER 31, 2014
		Percent of Net Assets
Tesla Motors Inc.		7.4%
Hyatt Hotels Corp.		7.4%
CoStar Group, Inc.		6.6%
Vail Resorts, Inc.		6.4%
FactSet Research Systems, Inc.		5.4%
CarMax, Inc.		5.1%
Colfax Corp.		4.7%
Manchester United plc		4.5%
Choice Hotels International, Inc.		4.3%
Iridium Communications Inc.		4.2%
		56.0%

SECTOR BREAKDOWN AS OF DECEMBER 31, 2014^† (as a percentage of net assets)



MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the year ended December 31, 2014, Baron Focused Growth Fund¹ (the “Fund”) gained 2.35%, while the Russell 2500 Growth Index gained 7.05%.

Since its inception on May 31, 1996, through December 31, 2014, the Fund has significantly outperformed the Russell 2500 Growth Index, gaining an annualized 11.50%*, compared to an annualized 7.59% for its index.

The Fund invests in a non-diversified portfolio of U.S. companies that we believe are well-capitalized, and have exceptional management, significant growth potential, and sustainable barriers to competition. The Fund invests primarily in common stock of small- and mid-sized U.S. companies. The Fund is non-diversified, so the top ten holdings are expected to comprise a significant percentage of the Fund.

Results for U.S. stock markets were volatile in 2014, as investors rotated among sub-asset classes and sectors in reaction to geopolitical events, the pace of global economic growth, interest rates, and, in the second half of the year, plummeting oil prices. After outperforming in 2013, small cap stocks underperformed their large cap counterparts in 2014. This cyclical behavior is a well established pattern. Since we invest based on fundamentals – open-ended growth opportunities, significant competitive advantages, and talented management teams – we used the sell off as an opportunity to purchase or add to existing holdings at what we consider to be attractive prices. We are confident that stocks of smaller, faster growing companies once again will return to favor, although we cannot predict exactly when, how, or if, it will happen.

At the sector level, the Fund’s investments in Information Technology, Telecommunication Services and Utilities were the largest contributors to performance in 2014. Industrials and Financials detracted from performance.

The largest individual contributor was CarMax, Inc. Shares of CarMax, the nation’s largest used car retailer, rose strongly during 2014 on reports of solid results, highlighted by accelerating sales and earnings growth. We believe CarMax’s $3 billion share repurchase program, a young and growing store base, and improving demand will allow the company to deliver industry leading, double-digit growth over the next several years. Our long term outlook calls for 200-plus stores, more than $20 billion in revenue and close to $5 in earnings power in five years.

The largest individual detractor in 2014 was Benefitfocus, Inc., the leading provider of cloud-based benefits software. Shares have been highly volatile, more than doubling in the months after its IPO in September 2013, but declining in 2014 on higher-than planned investment spending, a secondary offering, and the pullback in high growth tech stocks. Despite the volatility, the company’s fundamental performance has been strong. Benefitfocus serves a market more than 100 times larger than its current business, which we believe will allow the company to compound revenue at more than 30% annually.

We expect to continue to establish positions in small and mid-sized businesses that, in our opinion, have favorable price-to-value characteristics based on our assessment of prospects for future growth and profitability.


^†		Industry sector levels are provided from the Global Industry Classification Standard (“GICS ”), developed and exclusively owned by MSCI, Inc. and Standard & Poor’s Financial Services LLC, unless otherwise stated that they have been reclassified or classified by the Adviser. All GICS data is provided “as is” with no warranties.

¹		Performance information reflects results of the Retail Shares.

*		Please see Footnote 2 on page 4.

Baron International Growth Fund (Unaudited)

December 31, 2014

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON INTERNATIONAL GROWTH FUND^† (RETAIL SHARES)
IN RELATION TO THE MSCI ACWIEX USA IMI GROWTH INDEX ANDTHE MSCI ACWIEX USA INDEX

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2014

							Since
							Inception
	One		Three		Five		(December 31,
	Year		Years		Years		2008)
Baron International Growth Fund — Retail Shares^{1, 2}	-2.33	%	11.85	%	7.77	%	13.20	%
Baron International Growth Fund — Institutional Shares^{1, 2, 3}	-2.07	%	12.15	%	8.06	%	13.47	%
MSCI ACWI ex USA IMI Growth Index¹	-2.77	%	9.54	%	5.39	%	10.62	%
MSCI ACWI ex USA Index¹	-3.87	%	8.99	%	4.43	%	9.85	%


^†		The Fund ’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future.

¹		The MSCI ACWI ex USA indexes cited are unmanaged, free float-adjusted market capitalization weighted indexes. The MSCI ACWI ex USA IMI Growth Index Net USD measures the performance of large-, mid- and small-cap growth securities across developed and emerging markets, excluding the United States. The MSCI ACWI ex USA Index Net USD measures the equity market performance of large and mid-cap securities across developed and emerging markets, excluding the United States. The indexes and Baron International Growth Fund include reinvestment of dividends, net of foreign withholding taxes, which positively impact the performance results.

²		Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the Adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower.

³		Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares, which have a distribution fee. The Institutional Shares do not have a distribution fee. If the annual returns for the Institutional Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher.


December 31, 2014 (Unaudited)	Baron International Growth Fund

TOP TEN HOLDINGS AS OF DECEMBER 31, 2014
		Percent of
		Net Assets
Constellation Software, Inc.		2.7%
Check Point Software Technologies Ltd.		2.7%
Kroton Educacional SA		2.4%
Ingenico SA		2.2%
Mellanox Technologies Ltd.		2.2%
RIB Software AG		2.2%
Symrise AG		2.1%
Haitong Securities Co., Ltd.		2.1%
Opera Software ASA		1.9%
Domino’s Pizza Group plc		1.9%
		22.4%

SECTOR BREAKDOWN AS OF DECEMBER 31, 2014^† (as a percentage of net assets)



MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the year ended December 31, 2014, Baron International Growth Fund¹ (the “Fund”) declined 2.33%, outperforming the MSCI ACWI ex USA IMI Growth Index, which declined 2.77%. The Fund is a diversified fund that invests for the long term primarily in securities of non-U.S. growth companies. The Fund seeks to diversify among several developed countries and

developing countries throughout the world, although the Fund’s total exposure to developing countries will not exceed 30%. The Fund may purchase securities of companies of any size.

The international equities markets were volatile in 2014, with the key related indices finishing down for the full year (in dollar terms). The developed markets were challenged by sluggish economic growth and very low inflation alongside fairly high debt-to-GDP levels. Conditions also represented a challenge for emerging markets, particularly those with significant commodity-based exports and/or U.S. dollar borrowings. It remains to be seen whether the multi-year offensive against deflation and deleveraging in many key economies will achieve lasting success. Late in 2014, the Bank of Japan, the ECB and China’s authorities “reloaded” expectations of aggressive monetary and fiscal support. Of course such moves, when juxtaposed with a strengthening U.S. economy and a tighter Fed, undermine the host currencies against the dollar. In our view, a material rise in the dollar suggests the specter of deflation, and generally coincides with weak commodity and oil prices, and often, falling interest rates. As such, we anticipate the standard deviation of returns among countries, currencies and sectors will remain wide for the time being.

On a sector basis, the largest contributors to performance in 2014 were Consumer Discretionary and Information Technology. Energy, Telecommunication Services and Health Care were the largest detractors. On a country basis, the largest contributors to performance were Brazil, Germany and India. Top detractors included Japan, Norway and the U.K.

Smiles SA was the Fund’s largest contributor. As the frequent flyer program of the Brazil-based airline GOL Linhas Aéreas Inteligentes SA, Smiles benefited from operational improvements at GOL that resulted in increased yield and improved margins for the airline. Additionally, Smiles out-delivered on its own strategy of winning market share, improving margins and continuing to generate exceptional cash flow. In addition to its near 100% dividend payout ratio, Smiles paid an exceptional dividend in 2014 equivalent to nearly 20% of its market cap.

The Fund’s largest detractor was SoftBank Corp. After strong gains in 2013, shares of this mobile communications and broadband Internet access provider in Japan and the U.S. retreated in 2014. Late in the year, shares fell following the successful IPO of Alibaba Group Holding Ltd., of which SoftBank, as a major holder of Alibaba with a roughly one-third stake, had acted as an investment proxy. SoftBank shares further reflected the weakness in Sprint Corp., the U.S. mobile phone company controlled by SoftBank, after Sprint reduced its financial guidance late in the year.

We believe the ongoing shift in opportunity, resources and capital towards those international companies and entrepreneurs most capable of driving economic efficiency and productivity remains on course. We believe this trend underlies the Fund’s strong performance to date, and we remain enthusiastic regarding the long term prospects for the many companies in which we are invested.


^†		Industry sector levels are provided from the Global Industry Classification Standard (“GICS”), developed and exclusively owned by MSCI, Inc. and Standard & Poor’s Financial Services LLC, unless otherwise stated that they have been reclassified or classified by the Adviser. All GICS data is provided “as is” with no warranties.

¹		Performance information reflects results of the Retail Shares.

Baron Real Estate Fund (Unaudited)

December 31, 2014

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON REAL ESTATE FUND (RETAIL SHARES)
IN RELATION TO THE MSCI USA IMI EXTENDED REAL ESTATE INDEX AND THE S&P 500 INDEX

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2014

					Five Years
					and Since
					Inception
	One		Three		(December 31,
	Year		Years		2009)
Baron Real Estate Fund — Retail Shares^{1, 2}	16.61	%	28.34	%	21.91	%
Baron Real Estate Fund — Institutional Shares^{1, 2}	16.93	%	28.69	%	22.21	%
MSCI USA IMI Extended Real Estate Index¹	17.96	%	20.72	%	16.50	%
S&P 500 Index¹	13.69	%	20.41	%	15.45	%


¹	The MSCI USA IMI Extended Real Estate Index is a custom index calculated by MSCI for, and as requested by, BAMCO, Inc. The index includes real estate and real estate-related GICS classification securities. MSCI makes no express or implied warranties or representation and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, reviewed or produced by MSCI. The S&P 500 Index measures the performance of 500 widely held large-cap U.S. companies. The indexes and Baron Real Estate Fund are with dividends, which positively impact the performance results.

²	Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the Adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower.


December 31, 2014 (Unaudited)	Baron Real Estate Fund

TOP TEN HOLDINGS AS OF DECEMBER 31, 2014
		Percent of
		Net Assets
Brookdale Senior Living, Inc.		9.0%
Jones Lang LaSalle, Inc.		3.6%
Hyatt Hotels Corp.		3.6%
CBRE Group, Inc.		3.6%
Starwood Hotels & Resorts Worldwide, Inc.		3.4%
Capital Senior Living Corp.		3.3%
Home Depot, Inc.		3.1%
Wyndham Worldwide Corp.		3.0%
Equinix, Inc.		2.9%
Mohawk Industries, Inc.		2.8%
		38.3%

SECTOR BREAKDOWN AS OF DECEMBER 31, 2014^† (as a percentage of net assets)



MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the year ended December 31, 2014, Baron Real Estate Fund¹ (the “Fund”) gained 16.61%, underperforming the MSCI USA IMI Extended Real Estate Index, which gained 17.96%. Since its inception on December 31, 2009 through December 31, 2014, the Fund significantly outperformed its index, generating an annualized return of 21.91%, compared with an annualized return of 16.50% for the index. The Fund is a non-diversified fund that invests broadly in real estate and real estate-related companies of all sizes. The Fund seeks

to invest in well-managed U.S. and non-U.S. companies that we believe have significant long-term growth opportunities. The Fund’s investment universe extends beyond real estate investment trusts (REITs) to include a more comprehensive group of real estate and real estate-related companies. These include hotels, senior housing operators, casino and gaming operators, tower operators, infrastructure-related companies and master limited partnerships (MLPs), data centers, building products companies, real estate service companies, and real estate operating companies.

Our investments in REITs, senior housing operators and health care service providers, and hotels & leisure companies contributed the most to performance in 2014. Only casinos & gaming operators detracted from performance.

Performance of REITs was driven largely by historically low interest rates. Generally, we continue to hold the view that REITs will be relatively more vulnerable to an eventual rise in interest rates, and are therefore monitoring our REIT exposure accordingly. However, if interest rates remain low, REITs may continue to outperform.

Performance of senior housing operators was attributable primarily to favorable industry consolidation developments. We believe these companies are poised to benefit from attractive demographic trends, our expectation for a cyclical economic and housing market recovery, modest construction activity, favorable valuations, and perhaps further industry consolidation.

We believe our hotels & leisure investments remain well positioned amid expectations of solid demand, low supply forecasts and reasonable current stock valuations. In our opinion, as economic growth improves, hotels should benefit from higher occupancy and the opportunity to increase nightly rates, both resulting in strong cash flow growth.

The top contributor to performance in 2014 was senior housing provider Emeritus Corp., whose shares climbed on news of its July acquisition by Brookdale Senior Living, Inc., in an all-stock transaction valued at $2.8 billion or $28.41/share, representing a 32% premium to Emeritus’ trading price on February 20 when the deal was announced. The combined company is the nation’s largest and only nationally branded senior housing provider, with roughly 1,200 communities in 46 states. Given demographics, supply/demand imbalance and increasing consumer acceptance of senior housing, we believe prospects for the combined company are extremely positive.

The top detractor was Las Vegas Sands Corp., a casino company with locations in Macau, Singapore and Las Vegas. The Chinese government’s anti-corruption crackdown and increased visa restrictions, and credit concerns related to an ongoing investigation into money laundering at certain junkets, resulted in investor pessimism toward the Macau market and pressured the stock. We believe the market will rebound when new supply comes online in 2016 and a new bridge is built from Hong Kong in early 2017, which in turn should improve earnings and sentiment toward the company.

We seek to establish positions in real estate and real estate-related companies that we believe have exceptional management, sustainable competitive advantages, and compelling valuations.


^†		Industry sector levels are provided from the Global Industry Classification Standard (“GICS”), developed and exclusively owned by MSCI, Inc. and Standard & Poor’s Financial Services LLC, unless otherwise stated that they have been reclassified or classified by the Adviser. All GICS data is provided “as is” with no warranties.

¹		Performance information reflects results of the Retail Shares.

Baron Emerging Markets Fund (Unaudited)

December 31, 2014

COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON EMERGING MARKETS FUND (RETAIL SHARES)
IN RELATION TO THE MSCI EM IMI GROWTH INDEX AND THE MSCI EM IMI INDEX

AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2014

					Since
					Inception
	One		Three		(December 31,
	Year		Years		2010)
Baron Emerging Markets Fund — Retail Shares^{1, 2}	3.47	%	13.44	%	4.85	%
Baron Emerging Markets Fund — Institutional Shares^{1, 2}	3.75	%	13.71	%	5.11	%
MSCI EM IMI Growth Index¹	–0.15	%	6.46	%	–0.89	%
MSCI EM IMI Index¹	–1.79	%	4.46	%	–2.12	%


¹	The MSCI EM (Emerging Markets) IMI indexes cited are unmanaged, free float-adjusted market capitalization indexes. The MSCI EM (Emerging Markets) IMI Growth Index Net USD and the MSCI EM (Emerging Markets) IMI Index Net USD are designed to measure equity market performance of large-, mid- and small-cap securities in the emerging markets. The MSCI EM (Emerging Markets) IMI Growth Index Net USD screens for growth-style securities. The indexes and Baron Emerging Markets Fund include reinvestment of dividends, net of foreign withholding taxes, which positively impact the performance results.

²	Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the Adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent without which performance would have been lower.


December 31, 2014 (Unaudited)	Baron Emerging Markets Fund

TOP TEN HOLDINGS AS OF DECEMBER 31, 2014
		Percent of
		Net Assets
Haitong Securities Co., Ltd.		3.2%
Kroton Educacional SA		2.6%
Torrent Pharmaceuticals Ltd.		2.1%
Smiles SA		2.1%
Axis Bank Ltd.		1.9%
Tower Bersama Infrastructure Tbk PT		1.9%
Divi’s Laboratories Ltd.		1.8%
Fomento Económico Mexicano, S.A.B. de C.V.		1.8%
Aspen Pharmacare Holdings Ltd.		1.8%
GOL Linhas Aéreas Inteligentes SA		1.8%
		21.0%

SECTOR BREAKDOWN AS OF DECEMBER 31, 2014^† (as a percentage of net assets)



MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the year ended December 31, 2014, Baron Emerging Markets Fund¹ (the “Fund”) gained 3.47%, outperforming the MSCI EM IMI Growth Index, which returned -0.15%. The Fund is a diversified fund that invests for the long term, primarily in companies of any size domiciled or headquartered, or that have their principal business activities or trading markets in developing countries. The Fund may invest up to 20% of its net assets in developed countries (including the U.S.), and frontier

countries. The Fund seeks to invest in companies that have significant long-term growth prospects and to purchase their stock at prices we believe to be favorable.

Emerging markets were volatile in 2014. The material strengthening of the dollar, which generally coincides with weak commodity and oil prices, and often, falling interest rates, represent a challenge for emerging markets, particularly those with significant commodity-based exports and/or U.S. dollar borrowings. We would not be surprised to see a crisis in a commodity exporting country, as we have likely already seen initiated in Russia and/or Venezuela. In contrast, countries and companies benefiting from weaker oil and commodity prices, and/or generally insulated from a rising cost of capital, in our view, will continue to experience relative strength in currency values and equity prices.

2014 also saw the advancement of market-friendly and value enhancing reforms in several developing countries. Specifically, we are encouraged by the renewed commitment demonstrated in India, Indonesia and China. Even in Brazil, after a disappointing election result, we are relieved that President Rousseff appears to have shifted to a more market-friendly posture, and remain comfortable with our overweight position, which we note has been purely based on bottom-up and theme-driven investments.

On a sector basis, the largest contributors to performance in 2014 were Financials, Health Care, Industrials and Consumer Discretionary. Consumer Staples, Energy and Information Technology were the largest detractors from performance. On a regional basis, India, Brazil and Indonesia contributed the most. China, Korea and Hong Kong detracted the most.

The largest contributor to performance in 2014 was Torrent Pharmaceuticals Ltd. As a fast growing India-based generic pharmaceutical company, Torrent is seeing substantial growth in the U.S. as branded drugs continue to go off-patent. Torrent is also generating strong growth in domestic markets. Performance can be attributed to above-consensus financial performance and a broad re-rating on Indian mid-cap pharmaceutical stocks.

The largest detractor from performance was Biostime International Holdings Ltd. Weak financial performance as a result of increased competition in the Chinese infant formula industry drove share price down. The emergence of e-commerce as a dominant sales channel has significantly reduced barriers to entry as new players can gain market share by offering online promotions and no longer require deep distribution networks. This has eroded a key competitive advantage for Biostime, which is still in early stages of formulating its online sales strategy. We exited our equity position.

The ongoing shift in opportunity, resources and capital towards the emerging market companies and entrepreneurs most capable of driving economic efficiency and productivity remains on course. We believe this trend underlies the Fund’s strong performance to date, and we remain enthusiastic regarding the long-term prospects for the many companies in which we are invested.


^†		Industry sector levels are provided from the Global Industry Classification Standard (“GICS”), developed and exclusively owned by MSCI, Inc. and Standard & Poor’s Financial Services LLC, unless otherwise stated that they have been reclassified or classified by the Adviser. All GICS data is provided “as is” with no warranties.

¹		Performance information reflects results of the Retail Shares.


Baron Energy and Resources Fund (Unaudited)	December 31, 2014



COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON ENERGY AND RESOURCES FUND^† (RETAIL SHARES) IN RELATION TO THE S&P NORTH AMERICAN NATURAL RESOURCES SECTOR INDEX AND THE S&P 500 INDEX



AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2014
			Three Years
			and Since
			Inception
	One		(December 31,
	Year		2011	)
Baron Energy and Resources Fund — Retail Shares^{1, 2}	–12.75	%	1.13	%
Baron Energy and Resources Fund — Institutional Shares^{1, 2}	–12.59	%	1.35	%
S&P North American Natural Resources Sector Index¹	–9.77	%	2.42	%
S&P 500 Index¹	13.69	%	20.41	%


^†		The Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future.

¹		The indexes are unmanaged. The S&P 500 North American Natural Resources Sector Index measures the performance of U.S.-traded natural resources-related stocks, including mining, energy, paper and forest products, and plantation owning companies. The S&P 500 Index measures the performance of 500 widely held large-cap U.S. companies. The indexes and Baron Energy and Resources Fund are with dividends, which positively impact the performance results.

²		Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the Adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower.


December 31, 2014 (Unaudited)	Baron Energy and Resources Fund

TOP TEN HOLDINGS AS OF DECEMBER 31, 2014
		Percent of
		Net Assets
Concho Resources, Inc.		4.2%
Parsley Energy, Inc.		3.8%
Atlas Energy, L.P.		3.5%
Tallgrass Energy Partners, LP		3.5%
Halliburton Co.		2.9%
Gulfport Energy Corp.		2.9%
Flotek Industries, Inc.		2.9%
Western Refining Logistics, LP		2.8%
SM Energy Co.		2.7%
RSP Permian, Inc.		2.6%
		31.8%

SECTOR BREAKDOWN AS OF DECEMBER 31, 2014^† (as a percentage of net assets)



MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the year ended December 31, 2014, Baron Energy and Resources Fund¹ (the “Fund”) fell 12.75%, underperforming the S&P North American Natural Resources Sector Index, which fell 9.77%. The Fund is a non-diversified fund that invests primarily in energy and resources companies and related companies of any market capitalization, including master limited partnerships (MLPs). The

Fund invests primarily in U.S. securities and may invest up to 25% in non-U.S. securities. We select securities that we believe have favorable price-to-value characteristics, are well-managed and appropriately financed, and have significant long-term growth prospects and competitive advantages.

Although the first half of the year suggested renewed strength in the Energy sector, the decline in oil and gas prices that began around mid-year accelerated through to year end, precipitating steep declines in share prices across the energy spectrum. In the second half of the year, as the U.S. dollar strengthened and the European, Japanese, and Chinese economies weakened, global oil demand expectations weakened as well. At the same time, supplies were boosted by a rebound in Libyan and Iranian oil production, along with growth in U.S. oil supplies. When in late November, Saudi Arabia decided not to cut production to restore the supply/demand imbalance, oil prices went into free fall, and finished the year down nearly 46%.

Tallgrass Energy Partners, LP was the largest contributor to the Fund in 2014. Tallgrass is a midstream energy MLP formed in 2013. Company performance was strong as management continued to outperform expectations. The acquisition of Rockies Express Pipeline, LLC also helped the stock price. We believe Tallgrass has top notch management and opportunities to quickly grow distribution (up 70% in 18 months). We view Tallgrass as a three- year growth story at a reasonable price.

The largest detractor from performance in 2014 was Oasis Petroleum, Inc. Oasis is one of the largest exploration & production companies in the Williston Basin Bakken shale oil play. Weak oil prices weighed heavily on shares in the second half of the year. Diminishing cash flow forecasts led Oasis to curtail its investment spending and growth outlook for 2015. Oasis has ample financial flexibility, but its shares remain levered to oil price changes as the economics of drilling in the Williston basin are increasingly marginal at current prices. However, Oasis shares represent significant optionality on any rebound in oil prices.

Our near-term outlook will largely be a function of what happens in the oil market. If our assumption is correct that oil markets will stabilize over the next six months and begin to rebound in the second half of the year, we would expect a strong rebound in energy share prices, especially of small and mid-cap companies. Nevertheless, the next several months are likely to be volatile. Longer-term, we still expect that oil prices will revert to a more “normalized” level of perhaps $70-90 per barrel, which is what we believe is needed to offset production declines and generate incremental supply growth to meet future demand. In this environment, we still favor U.S. unconventional oil and gas producers, midstream MLPs, and, to a lesser extent, oilfield service & equipment companies.


^†		Industry sector levels are provided from the Global Industry Classification Standard (“GICS”), developed and exclusively owned by MSCI, Inc. and Standard & Poor’s Financial Services LLC, unless otherwise stated that they have been reclassified or classified by the Adviser. All GICS data is provided “as is” with no warranties.

¹		Performance information reflects results of the Retail Shares.


Baron Global Advantage Fund (Unaudited)	December 31, 2014



COMPARISON OF THE CHANGE IN VALUE OF $10,000 INVESTMENT IN BARON GLOBAL ADVANTAGE FUND^† (RETAIL SHARES) IN RELATION TO THE MSCI ACWI GROWTH INDEX AND THE MSCI ACWI INDEX




AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED DECEMBER 31, 2014
			Since
			Inception
	One		(April 30,
	Year		2012	)
Baron Global Advantage Fund — Retail Shares^{1, 2}	5.11	%	14.06	%
Baron Global Advantage Fund — Institutional Shares^{1, 2}	5.32	%	14.30	%
MSCI ACWI Growth Index Net¹	5.43	%	11.73	%
MSCI ACWI Index Net¹	4.16	%	11.70	%


^†		The Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future.

¹		The MSCI ACWI indexes cited are unmanaged, free float-adjusted market capitalization weighted indexes reflected in US dollars. The MSCI ACWI Growth Index Net USD measures the equity market performance of large- and mid-cap growth securities across developed and emerging markets. The MSCI ACWI Index Net USD measures the equity market performance of large- and mid-cap securities across developed and emerging markets. The indexes and the Baron Global Advantage Fund include reinvestment of dividends, net of foreign withholding taxes, which positively impact the performance results.

²		Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the Adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower.


December 31, 2014 (Unaudited)	Baron Global Advantage Fund

TOP TEN HOLDINGS AS OF DECEMBER 31, 2014
		Percent of
		Net Assets
Amazon.com, Inc.		5.1%
Sarana Menara Nusantara Tbk PT		4.7%
Facebook Inc.		4.6%
Alibaba Group Holding Ltd.		4.4%
Google, Inc.		4.2%
SunEdison, Inc.		4.1%
Illumina, Inc.		4.0%
Just Eat plc		3.7%
Mellanox Technologies Ltd.		3.7%
Tower Bersama Infrastructure Tbk PT		3.4%
		41.9%

SECTOR BREAKDOWN AS OF DECEMBER 31, 2014^† (as a percentage of net assets)



MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

For the year ended December 31, 2014, Baron Global Advantage Fund¹ (the “Fund”) gained 5.11%, slightly underperforming the MSCI ACWI Growth Index, which gained 5.43%.

The Fund is a diversified fund that invests primarily in established and emerging markets growth companies with capitalizations within the range of companies included in the MSCI ACWI Growth Index located throughout the world. We have a long-term mindset, conduct bottom-up research, and believe insights and perspective are more important than short-term events or results. We invest in companies that we believe have favorable price-to-value and

risk/reward characteristics, have strong free cash flow and returns on capital, are well-managed, and have sustainable competitive advantages.

Global equity markets were volatile in 2014. Generally positive domestic economic reports over the year support the view that the U.S. economy is accelerating, outpacing much of the rest of the developed world. Outside the U.S., the developed markets were challenged by sluggish economic growth and very low inflation alongside fairly high debt-to-GDP levels. Conditions also represented a challenge for emerging markets, particularly those with significant commodity-based exports and/or U.S. dollar borrowings.

We made significant changes to the portfolio during the year. We doubled down on a few investments where we had particularly high conviction and initiated positions in others, while reducing the overall number of holdings.

On a sector basis, the Fund’s investments in Health Care, Financials and Energy contributed the most to performance. Information Technology and Industrials detracted from performance. From a country perspective, our holdings in the United States, Indonesia, and China were top contributors to performance. Our investments in Japan and the U.K. detracted the most from performance.

The largest detractor was Acxiom Corp. Shares of this leading provider of database marketing solutions declined in 2014, as a result of disappointing results in the first half of the year and a high priced acquisition. Revenues from its core business were light, and adoption of its new Audience Operating System (“AOS”) platform was slower than expected. We believe in the future growth prospects of Acxiom’s AOS and LiveRamp products and think the company is gaining client traction with these efforts. We think Acxiom shares also trade at a sizeable discount.

The portfolio is constructed on a bottom-up basis, with the quality of ideas and conviction level being the most important determinants of the size of each individual investment. We continue to focus on identifying and investing in what we believe are unique companies with sustainable competitive advantages and the ability to redeploy capital at high rates of return. We are optimistic about the long-term opportunities of the companies in which we are invested and continue to search for new ideas and investments.


^†		Industry sector levels are provided from the Global Industry Classification Standard (“GICS”), developed and exclusively owned by MSCI, Inc. and Standard & Services LLC, unless otherwise stated that they have been reclassified or classified by the Adviser. All GICS data is provided “as is” with no warranties.

¹		Performance information reflects results of the Retail Shares.


Baron Partners Fund	December 31, 2014

STATEMENT OF NET ASSETS

DECEMBER 31, 2014

Shares			Cost		Value

Common Stocks (116.62%)

Consumer Discretionary (39.79%)
	Automobile Manufacturers (9.47%)
825,000	Tesla Motors Inc.¹	$	177,823,619	$	183,488,250
	Automotive Retail (6.87%)
2,000,000	CarMax, Inc. ¹		69,489,756		133,160,000
	Broadcasting (1.23%)
400,000	Discovery Communications, Inc., Cl A¹		4,415,713		13,780,000
300,000	Discovery Communications, Inc., Cl C¹		3,249,165		10,116,000

			7,664,878		23,896,000
	Hotels, Resorts & Cruise
	Lines (8.08%)
2,500,000	Hyatt Hotels Corp., Cl A¹		67,148,542		150,525,000
129,208	Norwegian Cruise Line
	Holdings Ltd.^1,2		4,338,221		6,041,766

			71,486,763		156,566,766
	Leisure Facilities (4.35%)
925,800	Vail Resorts, Inc.		27,801,851		84,368,154
	Movies & Entertainment (4.41%)
5,374,321	Manchester United plc, Cl A^1,2		91,547,645		85,451,704
	Specialty Stores (5.38%)
2,100,000	Dick’s Sporting Goods, Inc.		58,896,964		104,265,000

Total Consumer Discretionary			504,711,476		771,195,874


Energy (2.24%)
	Oil & Gas Drilling (0.70%)
200,000	Helmerich & Payne, Inc.		4,611,541		13,484,000
	Oil & Gas Exploration
	& Production (1.54%)
300,000	Concho Resources, Inc.¹		24,137,180		29,925,000

Total Energy			28,748,721		43,409,000


Financials (21.51%)
	Asset Management &
	Custody Banks (4.75%)
3,345,500	The Carlyle Group		89,375,354		92,001,250
	Investment Banking &
	Brokerage (5.92%)
3,800,000	The Charles Schwab Corp.		49,157,674		114,722,000
	Property & Casualty
	Insurance (7.47%)
2,450,000	Arch Capital Group Ltd.^1,2		33,071,318		144,795,000
	Specialized REITs (3.37%)
2,225,000	Gaming and Leisure Properties, Inc.		72,866,439		65,281,500

Total Financials			244,470,785		416,799,750


Health Care (6.75%)
	Health Care Equipment (4.02%)
525,000	IDEXX Laboratories, Inc.¹		45,812,786		77,841,750
	Life Sciences Tools &
	Services (2.73%)
287,000	Illumina, Inc.¹		15,671,895		52,974,460

Total Health Care			61,484,681		130,816,210


Industrials (17.44%)
	Industrial Machinery (1.41%)
276,687	The Middleby Corp.¹		21,507,177		27,419,682
	Research & Consulting
	Services (4.96%)
1,500,000	Verisk Analytics, Inc., Cl A¹		40,826,578		96,075,000

Shares			Cost		Value

Common Stocks (continued)

Industrials (continued)
	Trading Companies& Distributors (11.07%)
3,754,866	Air Lease Corp.	$	125,661,521	$	128,829,452
1,800,000	Fastenal Co.		31,516,561		85,608,000

			157,178,082		214,437,452

Total Industrials			219,511,837		337,932,134


Information Technology (20.49%)
	Application Software (6.56%)
775,000	FactSet Research Systems, Inc.		50,806,618		109,081,250
445,000	Mobileye N.V. ^1,2,5		13,391,406		18,049,200

			64,198,024		127,130,450
	Internet Software &
	Services (11.11%)
1,100,000	CoStar Group, Inc.¹		112,737,431		201,993,000
125,000	Zillow, Inc., Cl A¹		13,412,462		13,236,250

			126,149,893		215,229,250
	IT Consulting & Other
	Services (2.82%)
649,000	Gartner, Inc. ¹		41,264,138		54,652,290

Total Information Technology			231,612,055		397,011,990


Utilities (8.40%)
	Electric Utilities (8.40%)
4,025,000	ITC Holdings Corp.		40,804,409		162,730,750

Total Common Stocks			1,331,343,964		2,259,895,708



Private Equity Investments (0.34%)

Financials (0.34%)
	Asset Management & Custody Banks (0.34%)
7,579,130	Windy City Investments
	Holdings, L.L.C.^1,3,4,8		1,832,926		6,593,843



Short Term Investments (0.97%)

	Securities Lending Collateral (0.97%)
18,690,000	State Street Navigator Securities
	Lending Prime Portfolio^6,7		18,690,000		18,690,000

Total Investments (117.93%)		$	1,351,866,890		2,285,179,551

Liabilities Less Cash and Other Assets (-17.93%)					(347,357,097	)

Net Assets				$	1,937,822,454

Retail Shares (Equivalent to $36.74 per share based on 34,198,463 shares outstanding)				$	1,256,308,310

Institutional Shares (Equivalent to $37.28 per share based on 18,280,177 shares outstanding)				$	681,514,144


%		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 $6,593,843 or 0.34% of net assets. This security is not deemed liquid. See Note 6 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 $18,049,200 or 0.93% of net assets. See Note 2d regarding Securities Lending.
⁶		Represents investment of cash collateral received from securities lending transactions. See Note 2d regarding Securities Lending.
⁷		Level 2 security. See Note 7 regarding Fair Value Measurements.
⁸		Level 3 security. See Note 7 regarding Fair Value Measurements.

		All securities are Level 1, unless otherwise noted.

See Notes to Financial Statements.


December 31, 2014	Baron Focused Growth Fund

STATEMENT OF NET ASSETS

DECEMBER 31, 2014

Shares			Cost		Value

Common Stocks (94.41%)

Consumer Discretionary (38.75%)
	Automobile Manufacturers (7.40%)
65,000	Tesla Motors Inc.¹	$	15,819,030	$	14,456,650
	Automotive Retail (5.12%)
150,000	CarMax, Inc.¹		4,242,382		9,987,000
	Hotels, Resorts & Cruise
	Lines (11.70%)
150,000	Choice Hotels International, Inc.		5,080,139		8,403,000
240,000	Hyatt Hotels Corp., Cl A¹		7,807,007		14,450,400

			12,887,146		22,853,400
	Leisure Facilities (6.36%)
136,230	Vail Resorts, Inc.		8,272,836		12,414,640
	Movies & Entertainment (4.48%)
550,000	Manchester United plc, Cl A^1,2		8,719,506		8,745,000
	Specialty Stores (3.69%)
145,000	Dick’s Sporting Goods, Inc.		3,839,505		7,199,250

Total Consumer Discretionary			53,780,405		75,655,940


Consumer Staples (2.02%)
	Household Products (2.02%)
50,000	Church & Dwight Co., Inc.		1,274,171		3,940,500


Financials (10.43%)
	Asset Management & Custody
	Banks (7.40%)
260,000	The Carlyle Group		6,556,081		7,150,000
200,000	Financial Engines, Inc.		6,804,436		7,310,000

			13,360,517		14,460,000
	Property & Casualty
	Insurance (3.03%)
100,000	Arch Capital Group Ltd.^1,2		1,800,055		5,910,000

Total Financials			15,160,572		20,370,000


Industrials (14.15%)
	Industrial Machinery (4.75%)
180,000	Colfax Corp.¹		5,562,277		9,282,600
	Railroads (3.69%)
80,000	Genesee & Wyoming, Inc., Cl A¹		2,481,307		7,193,600
	Research & Consulting
	Services (2.79%)
85,000	Verisk Analytics, Inc., Cl A¹		2,405,727		5,444,250
	Trading Companies &
	Distributors (2.92%)
120,000	Fastenal Co.		3,138,161		5,707,200

Total Industrials			13,587,472		27,627,650


Information Technology (17.50%)
	Application Software (8.05%)
75,000	FactSet Research Systems, Inc.		5,828,282		10,556,250
101,870	Guidewire Software, Inc.¹		4,816,692		5,157,678

			10,644,974		15,713,928
	Internet Software &
	Services (9.45%)
170,816	Benefitfocus, Inc.¹		4,509,382		5,609,598
70,000	CoStar Group, Inc.¹		12,770,207		12,854,100

			17,279,589		18,463,698

Total Information Technology			27,924,563		34,177,626

Shares			Cost		Value

Common Stocks (continued)

Materials (5.74%)
	Construction Materials (3.68%)
120,000	CaesarStone Sdot-Yam Ltd.^1,2	$	5,406,710	$	7,178,400
	Industrial Gases (2.06%)
35,000	Airgas, Inc.		2,176,188		4,031,300

Total Materials			7,582,898		11,209,700


Utilities (5.82%)
	Electric Utilities (4.14%)
200,000	ITC Holdings Corp.		4,273,076		8,086,000
	Renewable Electricity (1.68%)
25,000	TerraForm Power, Inc., Cl A		766,334		772,000
83,333	TerraForm Power, Inc., Cl A^3,4		2,499,990		2,505,823

			3,266,324		3,277,823

Total Utilities			7,539,400		11,363,823

Total Common Stocks			126,849,481		184,345,239



Preferred Stocks (4.15%)

Telecommunication Services (4.15%)
	Alternative Carriers (4.15%)
22,300	Iridium Communications
	Inc., Series B, 6.75%		5,814,082		8,111,179




Principal
Amount

Short Term Investments (2.17%)

$4,236,809	Repurchase Agreement
	with Fixed Income
	Clearing Corp., dated
	12/31/2014, 0.00% due
	1/2/2015; Proceeds at
	maturity – $4,236,809;
	(Fully collateralized by
	$4,280,000 U.S. Treasury
	Note, 2.125% due
	12/31/2021; Market
	value – $4,322,800)⁴		4,236,809		4,236,809

Total Investments (100.73%)		$	136,900,372		196,693,227

Liabilities Less Cash and Other
Assets (-0.73%)					(1,427,120	)

Net Assets				$	195,266,107

Retail Shares (Equivalent to $14.21 per share
based on 3,241,641 shares outstanding)				$	46,049,867

Institutional Shares (Equivalent to $14.37 per share
based on 10,381,982 shares outstanding)				$	149,216,240


%		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 $2,505,823 or 1.28% of net assets. This security is deemed liquid. See Note 6 regarding Restricted Securities.
⁴		Level 2 security. See Note 7 regarding Fair Value Measurements.

		All securities are Level 1, unless otherwise noted.

See Notes to Financial Statements.


Baron International Growth Fund	December 31, 2014

STATEMENT OF NET ASSETS

DECEMBER 31, 2014

Shares				Cost		Value

Common Stocks (94.80%)

Australia (2.68%)
149,700	Brambles Ltd.²		$	1,286,770	$	1,289,550
75,169	Domino’s Pizza Enterprises Ltd.²			1,019,935		1,530,518

Total Australia				2,306,705		2,820,068
		��


Brazil (8.60%)
50,151	Cetip SA - Mercados Organizados			573,177		607,502
108,722	GAEC Educação S.A			1,275,061		1,445,837
290,700	GOL Linhas Aéreas Inteligentes SA, ADR¹			1,586,358		1,671,525
428,108	Kroton Educacional SA			1,516,832		2,496,303
93,000	Smiles SA			1,277,823		1,611,109
93,000	TOTVS SA			974,040		1,224,513

Total Brazil				7,203,291		9,056,789



Canada (5.20%)
9,600	Constellation Software, Inc.			1,744,605		2,854,384
50,000	Crescent Point Energy Corp.			1,794,189		1,158,117
46,000	Suncor Energy, Inc.			1,633,185		1,461,880

Total Canada				5,171,979		5,474,381



China (7.83%)
14,500	Alibaba Group Holding Ltd., ADR¹			1,225,574		1,507,130
1,500,000	China Telecom Corp. Ltd. , Cl H²			932,823		862,315
500,000	China Unicom (Hong Kong) Ltd.²			746,067		668,781
875,771	Haitong Securities Co., Ltd., Cl H²			1,384,372		2,183,583
3,401,700	Kingdee International Software
	Group Co. Ltd.^1,2			621,454		1,003,666
50,000	Perfect World Co. Ltd., ADR			1,061,390		788,000
85,000	Tencent Holdings Ltd.²			524,458		1,229,858

Total China				6,496,138		8,243,333



France (4.06%)
7,500	Eurofins Scientific SE²			803,359		1,914,390
22,400	Ingenico SA²			1,061,193		2,359,579

Total France				1,864,552		4,273,969



Germany (10.14%)
28,000	Brenntag AG²			1,416,354		1,565,482
58,000	Deutsche Post AG²			1,393,122		1,882,791
85,307	PATRIZIA Immobilien AG^1,2			445,011		1,252,662
34,466	ProSiebenSat.1 Media AG²			1,507,252		1,440,103
175,100	RIB Software AG²			1,555,584		2,297,942
37,000	Symrise AG ²			958,117		2,229,068

Total Germany				7,275,440		10,668,048



Hong Kong (1.94%)
321,700	Luk Fook Holdings International Ltd.²			1,009,008		1,206,417
299,800	Wynn Macau Ltd.²			541,941		838,311

Total Hong Kong				1,550,949		2,044,728



India (6.42%)
225,900	Axis Bank Ltd.²			1,225,011		1,787,979
315,700	DEN Networks Ltd.^1,2			788,483		666,701
1,000,000	Dish TV India Ltd.^1,2			1,019,362		1,065,205
100,767	Hathway Cable and Datacom Ltd.^1,2			353,232		555,057

Shares			Cost	Value

Common Stocks (continued)

India (continued)
63,300	Larsen & Toubro Ltd.²	$	1,428,046	1,491,330
199,000	Zee Entertainment Enterprises Ltd.²		1,010,424	1,195,372

Total India			5,824,558	6,761,644


Indonesia (3.12%)
949,373	Matahari Department Store Tbk PT²		1,196,255	1,143,957
1,250,000	Sarana Menara Nusantara Tbk PT¹		260,297	418,854
2,201,400	Tower Bersama Infrastructure Tbk PT²		1,183,940	1,721,750

Total Indonesia			2,640,492	3,284,561



Ireland (1.62%)
24,000	Ryanair Holdings plc, ADR¹		789,828	1,710,480



Israel (4.88%)
36,000	Check Point Software Technologies Ltd.¹		2,051,140	2,828,520
54,000	Mellanox Technologies Ltd.¹		2,217,047	2,307,420

Total Israel			4,268,187	5,135,940



Japan (11.57%)
40,000	Bridgestone Corp.²		984,974	1,387,277
9,900	FANUC Corp.²		1,080,434	1,632,315
59,800	Mitsui Fudosan Co. Ltd.²		1,448,031	1,603,569
50,000	MonotaRO Co. Ltd.²		1,178,507	1,007,449
90,000	Panasonic Corp.²		1,092,820	1,060,059
105,000	Rakuten, Inc.²		1,361,548	1,460,110
55,800	Sanrio Co. Ltd.²		1,664,590	1,378,684
27,000	SoftBank Corp.²		1,032,423	1,607,128
271,400	Sumitomo Mitsui Trust Holdings, Inc.²		1,186,662	1,039,540

Total Japan			11,029,989	12,176,131



Korea, Republic of (0.87%)
27,000	WeMade Entertainment Co., Ltd.^1,2		1,100,458	920,592



Norway (4.34%)
56,700	DNB ASA²		948,916	836,360
31,000	Golar LNG Ltd.		1,395,805	1,130,570
160,000	Opera Software ASA²		1,669,218	2,022,889
35,624	Seadrill Partners, LLC		799,412	578,178

Total Norway			4,813,351	4,567,997



South Africa (1.35%)
277,622	Steinhoff International Holdings Ltd.²		1,288,445	1,420,261



Spain (2.02%)
33,000	Grifols SA, ADR		488,751	1,121,670
35,105	Inditex SA²		1,009,741	1,001,384

Total Spain			1,498,492	2,123,054


Switzerland (3.06%)
9,300	Compagnie Financière Richemont SA²		220,200	824,525
36,067	Julius Baer Group Ltd.²		1,224,146	1,646,747
11,600	Syngenta AG, ADR		567,792	745,184

Total Switzerland			2,012,138	3,216,456

See Notes to Financial Statements.


December 31, 2014	Baron International Growth Fund

STATEMENT OF NET ASSETS

DECEMBER 31, 2014


Shares			Cost		Value

Common Stocks (continued)

United Kingdom (11.60%)
330,738	AO World plc¹	$	1,379,333	$	1,444,399
185,000	Domino’s Pizza Group plc²		1,688,526		2,019,901
65,200	easyJet plc²		1,496,219		1,687,316
64,800	Experian plc²		623,019		1,092,330
115,300	Inchcape plc²		1,062,155		1,295,403
27,600	Intertek Group plc²		754,184		998,899
340,728	Just Eat plc¹		1,498,828		1,644,690
249,200	Premier Oil plc²		1,216,623		644,543
245,600	William Hill plc²		1,424,569		1,380,049

Total United Kingdom			11,143,456		12,207,530



United States (3.50%)
33,900	Agilent Technologies, Inc.		833,456		1,387,866
25,000	Arch Capital Group Ltd.¹		842,724		1,477,500
75,000	Nomad Holdings Ltd.^1,2		749,250		813,518

Total United States			2,425,430		3,678,884

Total Common Stocks			80,703,878		99,784,846



Warrants (0.04%)

United States (0.04%)
75,000	Nomad Holdings Ltd.
	Warrants Exp 4/10/2017^1,2		750		39,000

Principal
Amount			Cost		Value

Short Term Investments (4.82%)

$5,069,849	Repurchase Agreement with
	Fixed Income Clearing Corp.,
	dated 12/31/2014, 0.00% due
	1/2/2015; Proceeds at maturity –
	$5,069,849; (Fully collateralized by
	$5,125,000 U.S. Treasury Note,
	2.125% due 12/31/2021;
	Market value – $5,176,250)²	$	5,069,849	$	5,069,849

Total Investments (99.66%)		$	85,774,477		104,893,695

Cash and Other Assets Less Liabilities (0.34%)					363,003

Net Assets				$	105,256,698

Retail Shares (Equivalent to $17.94 per share
based on 2,950,457 shares outstanding)				$	52,933,317

Institutional Shares (Equivalent to $18.09 per share
based on 2,892,286 shares outstanding)				$	52,323,381

%		Represents percentage of net assets.
¹		Non-income producing securities.
²		Level 2 security. See Note 7 regarding Fair Value Measurements.
^ADR		American Depositary Receipt.

		All securities are Level 1, unless otherwise noted.


Summary of Investments by Sector as of December 31, 2014	Percentage of Net Assets

Consumer Discretionary	28.4	%
Information Technology	21.9
Industrials	15.2
Financials	11.8
Telecommunication Services	5.0
Energy	4.7
Health Care	4.2
Materials	2.8
Unclassified	0.8
Cash and Cash Equivalents*	5.2

	100.0	%

Includes short term investments.

See Notes to Financial Statements.


Baron Real Estate Fund	December 31, 2014

STATEMENT OF NET ASSETS

DECEMBER 31, 2014

Shares			Cost		Value

Common Stocks (98.37%)

Consumer Discretionary (32.80%)
	Casinos & Gaming (2.03%)
302,650	Las Vegas Sands Corp.	$	15,450,294	$	17,602,124
113,800	Wynn Resorts Ltd.		13,347,035		16,928,888

			28,797,329		34,531,012
	Home Furnishings (2.80%)
307,307	Mohawk Industries, Inc.¹		40,464,123		47,743,216
	Home Improvement Retail (4.84%)
495,307	Home Depot, Inc.		39,457,800		51,992,376
440,900	Lowe’s Companies, Inc.		17,591,082		30,333,920

			57,048,882		82,326,296
	Homebuilding (5.01%)
1,022,407	Brookfield Residential Properties, Inc.^1,2		20,767,234		24,599,112
1,160,000	D.R. Horton, Inc.		24,033,166		29,336,400
913,900	Toll Brothers, Inc.¹		31,048,376		31,319,353

			75,848,776		85,254,865
	Hotels, Resorts & Cruise Lines (18.12%)
1,457,199	Diamond Resorts International, Inc.¹		23,028,372		40,655,852
1,679,201	Hilton Worldwide Holdings, Inc.¹		41,969,733		43,810,354
1,016,106	Hyatt Hotels Corp., Cl A¹		45,966,098		61,179,742
178,039	Marriott Vacations Worldwide Corp.		8,057,025		13,271,027
853,400	Norwegian Cruise Line Holdings Ltd.^1,2		26,079,986		39,904,984
721,950	Starwood Hotels & Resorts
	Worldwide, Inc.		47,434,821		58,528,487
596,400	Wyndham Worldwide Corp.		35,923,943		51,147,264

			228,459,978		308,497,710

Total Consumer Discretionary			430,619,088		558,353,099


Financials (39.08%)
	Diversified Real Estate Activities (1.23%)
418,900	Brookfield Asset
	Management, Inc., Cl A²		15,497,738		20,999,457
	Diversified REITs (1.29%)
186,900	Vornado Realty Trust		17,072,939		21,999,999
	Hotel & Resort REITs (3.72%)
310,550	LaSalle Hotel Properties		8,295,291		12,567,959
1,806,250	Strategic Hotels & Resorts, Inc.^1,2		14,538,726		23,896,687
1,627,900	Sunstone Hotel Investors, Inc.		19,897,354		26,876,629

			42,731,371		63,341,275
	Industrial REITs (1.22%)
482,850	Prologis, Inc.		20,291,690		20,777,035
	Mortgage REITs (1.21%)
706,757	Blackstone Mortgage Trust, Inc., Cl A		19,208,904		20,594,899
	Office REITs (4.99%)
155,550	Boston Properties, Inc.		20,189,049		20,017,729
614,858	CyrusOne, Inc.		12,668,816		16,939,338
923,110	Douglas Emmett, Inc.		22,743,784		26,216,324
182,900	SL Green Realty Corp.		18,253,016		21,768,758

			73,854,665		84,942,149
	Real Estate Development (1.35%)
176,650	The Howard Hughes Corp.¹		22,909,191		23,038,693
	Real Estate Operating Companies (3.62%)
1,232,500	Forest City Enterprises, Inc., Cl A¹		23,465,642		26,252,250
2,149,514	Kennedy Wilson Europe Real
	Estate plc (United Kingdom)^2,3		36,657,699		35,344,977

			60,123,341		61,597,227
	Real Estate Services (9.08%)
1,772,000	CBRE Group, Inc., Cl A¹		41,005,305		60,691,000
411,330	Jones Lang LaSalle, Inc.		39,825,851		61,670,707
1,273,717	Kennedy-Wilson Holdings, Inc.		21,258,836		32,225,040

			102,089,992		154,586,747

Shares			Cost		Value

Common Stocks (continued)

Financials (continued)
	Residential REITs (3.39%)
451,434	American Campus
	Communities, Inc.	$	16,155,232	$	18,671,310
110,000	AvalonBay Communities, Inc.		18,402,941		17,972,900
575,377	Education Realty Trust, Inc.		18,194,628		21,053,045

			52,752,801		57,697,255
	Retail REITs (3.61%)
743,800	General Growth Properties, Inc.		20,338,139		20,923,094
172,200	Simon Property Group, Inc.		27,227,683		31,359,342
248,000	Tanger Factory Outlet Centers, Inc.		8,035,591		9,166,080

			55,601,413		61,448,516
	Specialized REITs (3.07%)
249,650	Alexandria Real Estate Equities, Inc.³		18,238,063		22,153,941
303,596	American Tower Corp.		25,768,711		30,010,465

			44,006,774		52,164,406
	Thrifts & Mortgage Finance (1.30%)
859,022	Essent Group, Ltd.^1,2		18,411,145		22,085,456

Total Financials			544,551,964		665,273,114


Health Care (12.26%)
	Health Care Facilities (12.26%)
4,180,100	Brookdale Senior Living, Inc.¹		113,930,057		153,284,267
2,228,063	Capital Senior Living Corp.^1,4		48,627,349		55,501,049

Total Health Care			162,557,406		208,785,316


Industrials (2.66%)
	Building Products (2.66%)
2,760,116	Builders FirstSource, Inc.¹		18,456,809		18,961,997
429,269	Masonite International Corp.^1,2		25,081,508		26,382,872

Total Industrials			43,538,317		45,344,869


Information Technology (2.90%)
	IT Consulting & Other Services (2.90%)
217,419	Equinix, Inc.^1,3		42,033,358		49,295,410


Materials (1.71%)
	Construction Materials (1.71%)
485,700	CaesarStone Sdot-Yam Ltd.^1,2		13,212,735		29,054,574


Telecommunication Services (4.44%)
	Wireless Telecommunication Services (4.44%)
57,211,650	Sarana Menara Nusantara
	Tbk PT (Indonesia)^1,2		15,144,114		19,170,638
269,800	SBA Communications Corp., Cl A¹		21,583,639		29,883,048
34,047,909	Tower Bersama Infrastructure
	Tbk PT (Indonesia)^2,5		17,742,224		26,629,416

Total Telecommunication Services			54,469,977		75,683,102


Utilities (2.52%)
	Electric Utilities (2.52%)
648,310	Brookfield Infrastructure
	Partners L.P.²		24,754,222		27,144,740
391,300	ITC Holdings Corp.		11,965,191		15,820,259

Total Utilities			36,719,413		42,964,999

Total Common Stocks			1,327,702,258		1,674,754,483

See Notes to Financial Statements.

DECEMBER 31, 2014

Baron Real Estate Fund

STATEMENT OF NET ASSETS (Continued)

DECEMBER 31, 2014

Principal
Amount			Cost		Value

Short Term Investments (1.21%)

$20,541,480	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2014, 0.00% due 1/2/2015; Proceeds at maturity – $20,541,480; (Fully collateralized by $20,745,000 U.S. Treasury Note, 2.125% due 12/31/2021; Market value – $20,952,450)⁵	$	20,541,480	$	20,541,480

Total Investments (99.58%)		$	1,348,243,738		1,695,295,963


Cash and Other Assets Less Liabilities (0.42%)
					7,224,264

Net Assets				$	1,702,520,227

Retail Shares (Equivalent to $25.92 per share
based on 30,198,572 shares outstanding)				$	782,788,170

Institutional Shares (Equivalent to $26.14 per share
based on 35,186,963 shares outstanding)				$	919,732,057


%		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		See Note 10 regarding “Affiliated” companies.
⁵		Level 2 security. See Note 7 regarding Fair Value Measurements.

		All securities are Level 1, unless otherwise noted.

See Notes to Financial Statements.

Baron Emerging Markets Fund

December 31, 2014

STATEMENT OF NET ASSETS

DECEMBER 31, 2014

Shares			Cost		Value

Common Stocks (88.20%)

Brazil (12.23%)
1,471,275	Cetip SA - Mercados
	Organizados	$	17,153,651	$	17,822,231
700,000	Estácio Participações SA		6,657,442		6,272,666
800,678	GAEC Educaçäo SA		10,232,178		10,647,794
4,175,300	GOL Linhas Aéreas
	Inteligentes SA, ADR¹		23,580,703		24,007,975
6,000,876	Kroton Educacional SA		31,281,130		34,991,189
465,000	Linx SA		9,293,847		8,833,985
366,000	M. Dias Branco SA		15,043,294		12,529,531
625,000	Multiplus SA		7,393,964		7,523,888
1,600,000	Smiles SA		25,709,959		27,718,005
1,100,818	TOTVS SA		17,454,564		14,494,256

Total Brazil			163,800,732		164,841,520


Chile (1.24%)
700,000	Sociedad Química y Minera de
	Chile SA, ADR		18,590,844		16,716,000


China (17.28%)
220,000	Alibaba Group Holding Ltd., ADR¹		19,087,805		22,866,800
4,000,000	China Mengniu Dairy Co. Ltd.²		18,068,979		16,470,506
8,000,000	China Petroleum &
	Chemical Corp., Cl H²		8,158,908		6,478,712
28,000,000	China Telecom Corp. Ltd., Cl H²		17,387,848		16,096,556
8,750,000	China Unicom (Hong Kong) Ltd.²		13,832,432		11,703,660
17,501,000	Haitong Securities Co., Ltd., Cl H²		28,222,685		43,635,706
41,000,000	Kingdee International
	Software Group Co. Ltd.^1,2		12,874,327		12,096,984
700,000	Perfect World Co. Ltd., ADR		14,372,043		11,032,000
12,000,000	PetroChina Co. Ltd.²		14,817,396		13,290,061
2,652,000	Shandong Weigao Group
	Medical Polymer Co. Ltd.		2,494,804		2,151,107
23,000,600	Sihuan Pharmaceutical
	Holdings Group Ltd.²		12,675,731		15,387,476
6,000,000	Sinopharm Group Co. Ltd., Cl H²		21,548,357		21,151,550
585,515	TAL Education Group, ADR¹		16,422,925		16,447,116
1,060,000	Tencent Holdings Ltd.²		14,494,597		15,337,057
251,500	WuXi PharmaTech
	(Cayman), Inc., ADR¹		8,272,269		8,468,005
950,000	Yashili International
	Holdings Ltd. ²		340,036		267,115

Total China			223,071,142		232,880,411


Hong Kong (3.35%)
4,300,000	Luk Fook Holdings
	International Ltd.²		14,146,586		16,125,557
6,250,000	Man Wah Holdings Ltd.²		10,364,962		10,279,485
3,097,000	Melco International
	Development Ltd.²		10,131,317		6,787,625
4,250,000	Wynn Macau Ltd.²		16,410,408		11,883,999

Total Hong Kong			51,053,273		45,076,666


India (18.31%)
1,802,000	Amara Raja Batteries Ltd.²		11,177,253		23,462,277
3,200,000	Axis Bank Ltd.²		18,168,879		25,327,725
1,801,000	Crompton Greaves Ltd.²		4,453,668		5,315,989
3,752,679	DEN Networks Ltd.^1,2		10,244,650		7,924,978
17,599,000	Dish TV India Ltd.^1,2		16,695,495		18,746,534
900,000	Divi’s Laboratories Ltd.²		19,365,191		24,562,588
4,800,000	Exide Industries Ltd.²		12,756,201		13,465,768

Shares			Cost		Value

Common Stocks (continued)

India (continued)
1,025,000	Glenmark Pharmaceuticals Ltd.²	$	12,790,693	$	12,478,936
1,154,000	Hathway Cable and
	Datacom Ltd.^1,2		5,093,897		6,356,598
850,000	Larsen & Toubro Ltd.²		20,487,540		20,025,761
760,653	Lupin Ltd. ²		12,607,242		17,185,776
1,400,000	PVR Ltd.		13,210,241		15,544,220
2,100,000	Sun TV Network Ltd.²		13,198,170		12,606,894
1,601,000	Torrent Pharmaceuticals Ltd.		15,455,211		28,669,497
2,504,000	Zee Entertainment
	Enterprises Ltd.²		10,864,027		15,041,267

Total India			196,568,358		246,714,808


Indonesia (4.73%)
14,042,000	Bank Rakyat Indonesia
	(Persero) Tbk PT²		9,930,994		13,199,206
13,503,527	Matahari Department
	Store Tbk PT²		17,195,848		16,271,221
27,631,350	Sarana Menara
	Nusantara Tbk PT¹		8,841,958		9,258,789
32,000,000	Tower Bersama
	Infrastructure Tbk PT²		17,821,369		25,027,714

Total Indonesia			53,790,169		63,756,930


Korea, Republic of (5.35%)
66,970	CJ O Shopping Co., Ltd.²		21,425,673		15,788,255
300,000	Grand Korea Leisure Co., Ltd.²		12,341,001		8,719,163
220,000	i-SENS, Inc. ^1,2		12,397,305		12,564,211
12,000	Samsung Electronics Co., Ltd.²		15,640,967		14,426,928
40,000	Samsung Life Insurance Co. Ltd²		4,246,322		4,235,553
480,000	WeMade Entertainment Co., Ltd.^1,2		18,481,755		16,366,081

Total Korea, Republic of			84,533,023		72,100,191


Mexico (2.87%)
275,000	Fomento Económico Mexicano,
	S.A.B. de C.V., ADR¹		25,318,081		24,208,250
789,369	Grupo Lala S.A.B. de C.V.¹		1,524,141		1,525,904
2,600,000	Infraestructura Energetica
	Nova S.A.B. de C.V.		14,790,528		12,970,262

Total Mexico			41,632,750		38,704,416


Norway (1.67%)
1,775,500	Opera Software ASA²		23,169,549		22,447,746


Philippines (4.46%)
21,005,000	Ayala Land, Inc.²		14,218,675		15,662,942
6,000,000	BDO Unibank, Inc.²		12,940,582		14,677,621
119,000,000	Metro Pacific Investments Corp.²		12,770,816		12,159,149
4,022,000	Universal Robina Corp.²		11,492,570		17,535,464

Total Philippines			51,422,643		60,035,176


Singapore (0.91%)
6,600,000	Global Logistic Properties Ltd.²		14,683,704		12,305,053

See Notes to Financial Statements.

December 31, 2014

Baron Emerging Market Fund

DECEMBER 31, 2014


Shares			Cost		Value

Common Stocks (continued)

South Africa (5.65%)
692,700	Aspen Pharmacare Holdings Ltd.²	$	18,507,474	$	24,165,587
635,138	Bidvest Group Ltd.²		17,129,340		16,604,959
675,000	Mr Price Group Ltd.²		13,101,011		13,654,496
4,250,000	Steinhoff International
	Holdings Ltd.²		18,421,468		21,742,180

Total South Africa			67,159,293		76,167,222


Taiwan, Province of China (7.79%)
9,001,000	Far EasTone
	Telecommunications Co., Ltd.²		19,320,523		20,736,036
1,180,000	Ginko International Co., Ltd.²		19,899,876		12,452,300
2,051,180	HIWIN Technologies Corp.²		18,634,176		16,975,748
1,000,000	MediaTek Inc.²		15,150,842		14,537,430
3,600,000	Novatek Microelectronics Corp.²		16,883,162		20,117,150
900,000	Taiwan Semiconductor
	Manufacturing Co. Ltd., ADR		17,018,673		20,142,000

Total Taiwan, Province of China			106,907,252		104,960,664


Thailand (1.82%)
100,000	Bangkok Bank PCL, Cl F²		629,574		594,111
2,201,000	Bangkok Bank Public
	Co., Ltd., NVDR²		12,706,874		12,927,808
16,500,000	L.P.N. Development PCL, Cl F²		9,655,310		11,033,435

Total Thailand			22,991,758		24,555,354


United Arab Emirates (0.26%)
20,062,000	SHUAA Capital psc^1,2		6,684,893		3,520,568


United Kingdom (0.28%)
8,637,363	Lekoil Ltd.¹		7,340,352		3,752,589

Total Common Stocks			1,133,399,735		1,188,535,314



Preferred Stocks (0.03%)

India (0.03%)
30,983,400	Zee Entertainment Enterprises
	Ltd., 6% due 3/5/2022		367,971		427,036

Principal
Amount			Cost		Value

Convertible Bonds (0.42%)

China (0.42%)
$50,000,000	Biostime International Holdings
	Ltd., 0.00% due 2/20/2019^1,2	$	6,590,207	$	5,593,418



Short Term Investments (11.97%)

161,340,865	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2014, 0.00% due 1/2/2015; Proceeds at maturity –$161,340,865; (Fully collateralized by $162,940,000 U.S. Treasury Note, 2.125% due 12/31/2021; Market value – $164,569,400)²		161,340,865		161,340,865

Total Investments (100.62%)		$	1,301,698,778	$	1,355,896,633

Liabilities Less Cash and Other Assets (-0.62%)					(8,406,881	)

Net Assets				$	1,347,489,752

Retail Shares (Equivalent to $11.91 per share
based on 54,532,566 shares outstanding)				$	649,647,950

Institutional Shares (Equivalent to $11.94 per share
based on 58,440,628 shares outstanding)				$	697,841,802

%		Represents percentage of net assets.
¹		Non-income producing securities.
²		Level 2 security. See Note 7 regarding Fair Value Measurements.
^ADR		American Depositary Receipt.
^NVDR		Non-Voting Depositary Receipt.

		All securities are Level 1, unless otherwise noted.


Summary of Investments by Sector	Percentage of
as of December 31, 2014	Net Assets

Consumer Discretionary	23.4	%
Information Technology	14.3
Financials	13.9
Health Care	13.3
Industrials	7.9
Telecommunication Services	6.2
Consumer Staples	5.8
Energy	1.7
Materials	1.2
Utilities	1.0
Cash and Cash Equivalents*	11.3

	100.0	%


* Includes short term investments.

See Notes to Financial Statements.

Baron Energy and Resources Fund

December 31, 2014

STATEMENT OF NET ASSETS

DECEMBER 31, 2014

Shares			Cost		Value

Common Stocks (94.08%)

Energy (76.25%)
	Oil & Gas Drilling (1.70%)
17,446	Helmerich & Payne, Inc.	$	1,356,280	$	1,176,210
	Oil & Gas Equipment
	& Services (14.13%)
104,200	Canyon Services Group, Inc. (Canada)²		1,034,540		806,299
8,950	Core Laboratories N.V.²		1,348,501		1,077,043
71,442	Forum Energy Technologies, Inc.¹		1,991,890		1,480,992
51,196	Halliburton Co.		2,728,499		2,013,539
2,543	National Oilwell Varco, Inc.		157,740		166,643
15,431	Oil States International, Inc.¹		846,155		754,576
17,890	RigNet, Inc.¹		685,662		734,027
74,257	Superior Energy Services, Inc.		2,009,248		1,496,278
95,400	Tesco Corp.²		1,815,819		1,223,028

			12,618,054		9,752,425
	Oil & Gas Exploration &
	Production (30.21%)
12,139	Anadarko Petroleum Corporation		1,160,970		1,001,467
23,700	Antero Resources Corp.¹		1,203,372		961,746
73,848	Bonanza Creek Energy, Inc.¹		2,986,159		1,772,352
59,800	Cabot Oil & Gas Corp.		1,978,664		1,770,678
29,299	Concho Resources, Inc.¹		3,100,773		2,922,575
11,868	EOG Resources, Inc.		1,051,171		1,092,687
48,236	Gulfport Energy Corp.¹		2,679,746		2,013,371
841,400	Lekoil Ltd. (United Kingdom)^1,2		730,464		365,555
23,549	Noble Energy, Inc.		1,357,495		1,116,929
67,538	Oasis Petroleum, Inc.¹		2,378,029		1,117,078
165,500	Parsley Energy, Inc., Cl A¹		3,013,858		2,641,380
72,000	RSP Permian, Inc.¹		1,641,359		1,810,080
47,848	SM Energy Co.		2,863,101		1,845,976
12,858	Whiting Petroleum Corp.¹		682,901		424,314

			26,828,062		20,856,188
	Oil & Gas Refining & Marketing (1.72%)
13,178	Marathon Petroleum Corp.		1,109,688		1,189,446
	Oil & Gas Storage &
	Transportation (28.49%)
78,450	Atlas Energy, L.P.		3,333,836		2,443,718
28,711	Dominion Midstream Partners, L.P.		653,611		1,125,471
21,600	Energy Transfer Equity LP		1,221,807		1,239,408
21,535	Golar LNG Ltd.²		810,268		785,381
27,721	PBF Logistics LP		667,323		591,843
12,640	Phillips 66 Partners LP		411,982		871,275
16,942	Rose Rock Midstream, L.P.		618,535		770,014
124,404	Scorpio Tankers Inc.²		1,144,555		1,081,071
15,400	SemGroup Corp., Cl A		1,153,529		1,053,206
34,161	Shell Midstream Partners, L.P.¹		838,162		1,399,918
54,040	Tallgrass Energy Partners, LP		1,588,964		2,415,588
12,646	Targa Resources Corp.		1,090,646		1,341,108
11,528	Tesoro Logistics LP		614,732		678,423
12,400	Valero Energy Partners LP		310,410		536,300
12,176	Western Gas Equity Partners LP		513,838		733,360
9,337	Western Gas Partners, LP		563,361		682,068
63,039	Western Refining Logistics, LP		1,736,860		1,922,690

			17,272,419		19,670,842

Total Energy			59,184,503		52,645,111


Industrials (5.47%)
	Construction & Engineering (2.24%)
27,000	Badger Daylighting Ltd. (Canada)²		864,127		614,693
40,102	Primoris Services Corp.		943,178		931,970

			1,807,305		1,546,663
	Electrical Components &
	Equipment (0.47%)
6,863	Polypore International, Inc.¹		273,545		322,904

Shares			Cost		Value

Common Stocks (continued)

Industrials (continued)
	Industrial Machinery (1.79%)
16,294	Chart Industries, Inc.¹	$	1,214,850	$	557,255
11,300	Flowserve Corp.		798,293		676,079

			2,013,143		1,233,334
	Trading Companies &
	Distributors (0.97%)
44,400	MRC Global, Inc.¹		1,109,000		672,660

Total Industrials			5,202,993		3,775,561


Information Technology (2.48%)
	Semiconductor Equipment (2.48%)
87,800	SunEdison, Inc.¹		1,768,450		1,712,978


Materials (6.22%)
	Commodity Chemicals (1.89%)
44,932	Westlake Chemical Partners LP		1,252,808		1,303,028

	Diversified Metals & Mining (0.45%)
13,337	Freeport-McMoRan, Inc.		449,999		311,552

	Specialty Chemicals (2.88%)
106,052	Flotek Industries, Inc.¹		2,443,806		1,986,354

	Steel (1.00%)
35,817	SunCoke Energy, Inc.		685,657		692,701

Total Materials			4,832,270		4,293,635


Utilities (3.66%)
	Renewable Electricity (3.66%)
41,748	Abengoa Yield plc²		1,271,998		1,140,556
45,010	TerraForm Power, Inc., Cl A		1,273,504		1,389,909

	Total Utilities		2,545,502		2,530,465

	Total Common Stocks		73,533,718		64,957,750


Principal
Amount

Short Term Investments (13.59%)

$9,382,619	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2014, 0.00% due 1/2/2015; Proceeds at maturity – $9,382,619; (Fully collateralized by $9,480,000 U.S. Treasury Note, 2.125% due 12/31/2021; Market value – $9,574,800)³		9,382,619		9,382,619

Total Investments (107.67%)		$	82,916,337	$	74,340,369

Liabilities Less Cash and Other Assets (-7.67%)					(5,295,837	)

Net Assets				$	69,044,532

Retail Shares (Equivalent to $10.33 per share
based on 3,846,623 shares outstanding)				$	39,722,316

Institutional Shares (Equivalent to $10.41 per share
based on 2,817,340 shares outstanding)				$	29,322,216


%		Represents percentage of net assets.
¹		Non-income producing securities.
²		Foreign corporation.
³		Level 2 security. See Note 7 regarding Fair Value Measurements.

		All securities are Level 1, unless otherwise noted.

See Notes to Financial Statements.

December 31, 2014

Baron Global Advantage Fund

STATEMENT OF NET ASSETS

DECEMBER 31, 2014


Shares			Cost		Value

Common Stocks (97.35%)

Brazil (5.55%)
18,367	Cetip SA - Mercados Organizados	$	196,454	$	222,488
12,663	Smiles SA		202,747		219,371

Total Brazil			399,201		441,859


Canada (3.55%)
2,056	Brookfield Asset Management, Inc., Cl A		67,930		103,067
604	Constellation Software, Inc.		139,461		179,589

Total Canada			207,391		282,656


China (11.42%)
3,393	Alibaba Group Holding Ltd., ADR¹		292,688		352,668
1,037	Baidu, Inc., ADR¹		143,994		236,405
4,150	Qunar Cayman Islands Ltd., ADR¹		62,250		117,985
5,249	TAL Education Group, ADR¹		119,564		147,444
3,138	Youku Tudou, Inc., ADR¹		73,321		55,888

Total China			691,817		910,390


India (3.69%)
13,495	ICICI Bank Limited, ADR		95,316		155,867
3,291	Just Dial Ltd.⁴		49,159		70,127
2,625	MakeMyTrip, Limited¹		52,793		68,224

Total India			197,268		294,218


Indonesia (8.07%)
1,116,770	Sarana Menara Nusantara Tbk PT¹		321,392		374,210
343,836	Tower Bersama Infrastructure Tbk PT⁴		157,981		268,920

Total Indonesia			479,373		643,130


Israel (5.48%)
1,273	Check Point Software Technologies Ltd.¹		85,420		100,020
6,843	Mellanox Technologies Ltd.¹		271,325		292,401
1,091	Mobileye N.V.^1,2		27,275		44,251
		��
Total Israel			384,020		436,672


Japan (1.98%)
2,656	SoftBank Corp. ⁴		203,364		158,094


Netherlands (1.78%)
1,316	ASML Holding N.V.⁴		91,106		142,190


Norway (0.99%)
4,853	Seadrill Partners, LLC		113,321		78,764


Spain (2.05%)
4,800	Grifols SA, ADR		192,456		163,152


United Kingdom (5.03%)
6,934	ARM Holdings plc⁴		113,571		106,523
61,037	Just Eat plc¹		263,150		294,625

Total United Kingdom			376,721		401,148

Shares			Cost		Value

Common Stocks (continued)

United States (47.76%)
6,784	Acxiom Corp. ¹	$	139,334	$	137,512
1,302	Amazon.com, Inc.¹		375,093		404,076
8,302	Atlas Energy, L.P.		331,486		258,607
4,399	Benefitfocus, Inc.¹		117,819		144,463
5,026	Coupons.com Incorporated¹		80,416		89,212
3,000	Dominion Midstream Partners, LP¹		71,763		117,600
4,702	Facebook Inc., Cl A¹		126,568		366,850
636	Google, Inc., Cl C¹		322,674		334,790
1,710	Illumina, Inc.¹		74,766		315,632
12	Juno Therapeutics, Inc.¹		288		627
3,830	Medidata Solutions, Inc.¹		172,852		182,882
689	Monsanto Co.		56,646		82,315
1,498	Pacira Pharmaceuticals, Inc.¹		116,118		132,813
5,126	PBF Logistics LP		120,443		109,440
197	The Priceline Group, Inc.¹		167,416		224,621
2,867	Shell Midstream Partners L.P.¹		65,941		117,490
16,788	SunEdison, Inc.¹		292,762		327,534
3,975	Tallgrass Energy Partners, LP		92,964		177,682
6,507	TerraForm Power, Inc., Cl A		178,527		200,936
2,766	Westlake Chemical Partners LP		76,005		80,214

Total United States			2,979,881		3,805,296

Total Common Stocks			6,315,919		7,757,569



Short Term Investments (3.50%)

Principal
Amount
Repurchase Agreement (2.92%)
$232,997	Repurchase Agreement with Fixed Income Clearing Corp., dated 12/31/2014, 0.00% due 1/2/2015; Proceeds at maturity – $232,997; (Fully collateralized by $240,000 U.S. Treasury Note, 2.125% due 12/31/2021; Market value – $242,400)⁴		232,997		232,997


Shares
Securities Lending Collateral (0.58%)
45,822	State Street Navigator Securities
	Lending Prime Portfolio^3,4		45,822		45,822

Total Short Term Investments			278,819		278,819

Total Investments (100.85%)		$	6,594,738		8,036,388

Liabilities Less Cash and Other Assets (-0.85%)					(68,053	)

Net Assets				$	7,968,335

Retail Shares (Equivalent to $14.20 per share
based on 272,681 shares outstanding)				$	3,870,810

Institutional Shares (Equivalent to $14.28 per share
based on 286,931 shares outstanding)				$	4,097,525

%		Represents percentage of net assets.
¹		Non-income producing securities.
²		The value on loan at December 31, 2014 amounted to $44,251 or 0.56% of net assets. See Note 2d regarding Securities Lending.
³		Represents investment of cash collateral received from securities lending transactions. See Note 2d regarding Securities Lending.
⁴		Level 2 security. See Note 7 regarding Fair Value Measurements.
^ADR		American Depositary Receipt.

		All securities are Level 1, unless otherwise noted.

See Notes to Financial Statements.

Baron Global Advantage Fund

December 31, 2014

STATEMENT OF NET ASSETS (Continued)

DECEMBER 31, 2014


Summary of Investments by Sector as	Percentage of
of December 31, 2014	Net Assets

Information Technology	40.0	%
Consumer Discretionary	16.0
Energy	10.8
Telecommunication Services	10.1
Health Care	10.0
Financials	6.0
Utilities	2.5
Materials	2.0
Cash and Cash Equivalents*	2.6

	100.0	%


* Includes short term investments.

See Notes to Financial Statements.

December 31, 2014

Baron Select Funds

STATEMENT OF ASSETS AND LIABILITIES

DECEMBER 31, 2014

	Baron Partners			Baron Focused		Baron International			Baron Real
	Fund			Growth Fund		Growth Fund			Estate Fund

Assets:
Investments in securities, at value*
Unaffiliated investments	$	2,285,179,551	¹	$	192,456,418	$	99,823,846		$	1,619,253,434
“Affiliated” investments		—			—		—			55,501,049
Repurchase agreements, at value**		—			4,236,809		5,069,849			20,541,480

Total investments, at value		2,285,179,551			196,693,227		104,893,695			1,695,295,963
Foreign currency, at value^†		—			—		4			—
Cash		83,105			—		—			295,386
Receivable for securities sold		23,906,528			—		—			—
Receivable for shares sold		3,063,480			723		894,665			6,294,833
Dividends and interest receivable		914,754			97,785		70,699			2,839,768
Prepaid expenses		2,452			312		98			1,705

		2,313,149,870			196,792,047		105,859,161			1,704,727,655

Liabilities:
Payable for borrowings against line of credit		355,000,000			—		—			—
Payable for collateral on loaned securities		18,690,000			—		—			—
Payable for shares redeemed		1,098,050			174,493		83,619			2,058,986
Distribution fees payable (Note 4)		907			711		596			361
Investment advisory fees payable (Note 4)		687			297		907			365
Payable for securities purchased		—			1,304,835		302,769			—
Accrued capital gains taxes		—			—		158,205			—
Accrued expenses and other payables		537,772			45,604		56,367			147,716

		375,327,416			1,525,940		602,463			2,207,428

Net Assets	$	1,937,822,454		$	195,266,107	$	105,256,698		$	1,702,520,227

Net Assets consist of:
Paid-in capital	$	1,332,299,442		$	128,858,314	$	86,271,696		$	1,354,612,971
Undistributed net investment income		8,534,521			668,990		97,411			627,790
Undistributed (accumulated) net realized gain (loss) on investments and
foreign currency transactions		(336,324,170	)		5,945,948		(71,540	)		227,241
Net unrealized appreciation on investments, foreign capital gains tax and
foreign currency translations		933,312,661			59,792,855		18,959,131			347,052,225

Net Assets	$	1,937,822,454		$	195,266,107	$	105,256,698		$	1,702,520,227

Retail Shares:
Net Assets	$	1,256,308,310			46,049,867	$	52,933,317		$	782,788,170
Shares Outstanding ($0.01 par value; indefinite shares authorized)		34,198,463			3,241,641		2,950,457			30,198,572

Net Asset Value and Offering Price Per Share	$	36.74		$	14.21	$	17.94		$	25.92

Institutional Shares:
Net Assets	$	681,514,144		$	149,216,240	$	52,323,381		$	919,732,057
Shares Outstanding ($0.01 par value; indefinite shares authorized)		18,280,177			10,381,982		2,892,286			35,186,963

Net Asset Value and Offering Price Per Share	$	37.28		$	14.37	$	18.09		$	26.14


*Investments in securities, at cost:
Unaffiliated investments	$	1,351,866,890		$	132,663,563	$	80,704,628		$	1,279,074,909
“Affiliated” investments		—			—		—			48,627,349
**Repurchase agreements, at cost		—			4,236,809		5,069,849			20,541,480

Total investments in securities, at cost	$	1,351,866,890		$	136,900,372	$	85,774,477		$	1,348,243,738


†Foreign currency, at cost:	$	—		$	—	$	4		$	—


¹$18,049,200 included in investments in securities, at value is out on loan. See Note 2d.

See Notes to Financial Statements.

Baron Select Funds

December 31, 2014

STATEMENT OF ASSETS AND LIABILITIES (Continued)

DECEMBER 31, 2014

	Baron			Baron			Baron Global
	Emerging			Energy and			Advantage
	Markets Fund			Resources Fund			Fund

Assets:
Investments in securities, at value*
Unaffiliated investments	$	1,194,555,768		$	64,957,750		$	7,803,391	¹
Repurchase agreements, at value**		161,340,865			9,382,619			232,997

Total investments, at value		1,355,896,633			74,340,369			8,036,388
Foreign currency, at value^†		2,324,089			61			16
Cash		—			—			—
Receivable for securities sold		1,155,135			—			—
Receivable for shares sold		16,739,394			686,484			30,021
Dividends and interest receivable		809,943			3,664			5,041
Prepaid expenses		616			38			9

		1,376,925,810			75,030,616			8,071,475

Liabilities:
Payable for collateral on loaned securities		—			—			45,822
Payable for shares redeemed		688,964			1,056,815			—
Distribution fees payable (Note 4)		876			988			421
Investment advisory fees payable (Note 4)		310			637			944
Payable for securities purchased		21,840,386			4,875,963			17,555
Accrued capital gains taxes		6,648,689			—			—
Accrued expenses and other payables		256,833			51,681			38,398

		29,436,058			5,986,084			103,140

Net Assets	$	1,347,489,752		$	69,044,532		$	7,968,335

Net Assets consist of:
Paid-in capital	$	1,333,952,531		$	77,487,226		$	6,516,126
Undistributed (accumulated) net investment income (loss)		(407,897	)		517,240			43,412
Accumulated net realized loss on investments and
foreign currency transactions		(33,581,660	)		(383,737	)		(32,769	)
Net unrealized appreciation (depreciation) on investments, foreign capital gains tax and
foreign currency translations		47,526,778			(8,576,197	)		1,441,566

Net Assets	$	1,347,489,752		$	69,044,532		$	7,968,335

Retail Shares:
Net Assets	$	649,647,950		$	39,722,316		$	3,870,810
Shares Outstanding ($0.01 par value; indefinite shares authorized)		54,532,566			3,846,623			272,681

Net Asset Value and Offering Price Per Share	$	11.91		$	10.33		$	14.20

Institutional Shares:
Net Assets	$	697,841,802		$	29,322,216		$	4,097,525
Shares Outstanding ($0.01 par value; indefinite shares authorized)		58,440,628			2,817,340			286,931

Net Asset Value and Offering Price Per Share	$	11.94		$	10.41		$	14.28


*Investments in securities, at cost:
Unaffiliated investments	$	1,140,357,913		$	73,533,718		$	6,361,741
**Repurchase agreements, at cost		161,340,865			9,382,619			232,997

Total investments in securities, at cost	$	1,301,698,778		$	82,916,337		$	6,594,738

†Foreign currency, at cost:	$	2,323,017		$	61		$	18


¹ $44,251 included in investments in securities, at value is out on loan. See Note 2d.

See Notes to Financial Statements.

December 31, 2014

Baron Select Funds

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2014

						Baron
	Baron Partners		Baron Focused			International			Baron Real
	Fund		Growth Fund			Growth Fund			Estate Fund

Investment income:
Income:
Dividends — unaffiliated investments	$	35,502,123	$	3,173,549		$	1,433,998		$	20,831,352
Interest		—		—			—			122
Securities lending income, net		777,380		15,317			—			—
Foreign taxes withheld on dividends		—		(11,343	)		(82,681	)		(165,796	)

Total income		36,279,503		3,177,523			1,351,317			20,665,678

Expenses:
Investment advisory fees (Note 4)		17,264,113		1,926,544			751,508			13,852,205
Distribution fees — Retail Shares (Note 4)		3,068,289		115,639			68,777			1,685,511
Shareholder servicing agent fees and expenses — Retail Shares		232,605		26,833			22,192			90,680
Shareholder servicing agent fees and expenses — Institutional Shares		39,765		14,260			11,460			49,290
Reports to shareholders		314,810		8,478			13,078			342,020
Line of credit fees		200,104		—			—			—
Registration and filing fees		104,140		41,171			38,330			104,225
Custodian and fund accounting fees		78,717		30,393			94,056			127,353
Professional fees		75,474		35,319			54,641			53,765
Trustee fees and expenses		69,264		7,824			3,024			55,591
Administration fees		26,477		26,488			26,488			26,456
Insurance expense		20,503		2,766			903			13,301
Miscellaneous expenses		1,111		1,121			2,000			1,455

Total operating expenses		21,495,372		2,236,836			1,086,457			16,401,852
Interest expense on borrowings		3,307,937		—			—			—

Total expenses		24,803,309		2,236,836			1,086,457			16,401,852
Reimbursement of expenses by Adviser — Retail Shares (Note 4)		—		(17,448	)		(36,934	)		—
Reimbursement of expenses by Adviser — Institutional Shares (Note 4)		—		—			(40,768	)		—

Net expenses		24,803,309		2,219,388			1,008,755			16,401,852

Net investment income		11,476,194		958,135			342,562			4,263,826

Realized and unrealized gain (loss) on investments:
Net realized gain on
investments sold — unaffiliated investments		35,573,747		7,755,027			2,157,916			6,388,113
Net realized loss on
foreign currency transactions		—		(29,071	)		(144,450	)		(97,252	)
Net change in unrealized appreciation (depreciation) of:
Investments — unaffiliated investments		113,173,631		(3,887,218	)		(3,516,089	)¹		204,915,539
Investments — “affiliated” investments		—		—			—			1,925,788
Foreign currency translations		—		—			(2,313	)		—

Net gain (loss) on investments		148,747,378		3,838,738			(1,504,936	)		213,132,188

Net increase (decrease) in net assets resulting from operations	$	160,223,572	$	4,796,873		$	(1,162,374	)	$	217,396,014

____________________
¹	Net of change in accrued foreign capital gains tax of $(158,205).

See Notes to Financial Statements.

Baron Select Funds

December 31, 2014

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR ENDED DECEMBER 31, 2014

	Baron			Baron Energy			Baron Global
	Emerging			and Resources			Advantage
	Markets Fund			Fund			Fund

Investment income:
Income:
Dividends — unaffiliated investments	$	19,507,703		$	734,408		$	152,595
Interest		2			—			—
Securities lending income, net		—			—			1,791
Foreign taxes withheld on dividends		(1,298,828	)		(4,368	)		(3,386	)

Total income		18,208,877			730,040			151,000

Expenses:
Investment advisory fees (Note 4)		8,940,062			557,319			88,065
Distribution fees — Retail Shares (Note 4)		1,216,868			107,406			7,579
Shareholder servicing agent fees and expenses — Retail Shares		52,255			24,246			13,596
Shareholder servicing agent fees and expenses — Institutional Shares		29,160			10,727			9,671
Reports to shareholders		408,340			39,958			1,569
Registration and filing fees		568,470			107,040			35,672
Custodian and fund accounting fees		1,224,606			32,787			40,733
Professional fees		88,846			53,820			52,938
Trustee fees and expenses		34,000			2,130			352
Administration fees		26,488			26,510			26,476
Insurance expense		4,772			436			70
Miscellaneous expenses		2,406			1,409			1,409

Total operating expenses		12,596,273			963,788			278,130
Interest expense on borrowings		—			—			—

Total expenses		12,596,273			963,788			278,130
Reimbursement of expenses by Adviser — Retail Shares (Note 4)		(102,371	)		(189,937	)		(63,955	)
Reimbursement of expenses by Adviser — Institutional Shares (Note 4)		(101,245	)		(53,394	)		(96,516	)

Net expenses		12,392,657			720,457			117,659

Net investment income		5,816,220			9,583			33,341

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments sold — unaffiliated investments		(32,274,053	)¹		85,492			(61,867	)
Net realized gain (loss) on foreign currency transactions		(1,208,364	)		(2,469	)		5,966
Net change in unrealized appreciation (depreciation) of:
Investments — unaffiliated investments		38,017,451	²		(12,482,260	)		168,734	³
Foreign currency translations		(24,164	)		(217	)		20

Net gain (loss) on investments		4,510,870			(12,399,454	)		112,853

Net increase (decrease) in net assets resulting from operations	$	10,327,090		$	(12,389,871	)	$	146,194

_________________
¹	Net of foreign capital gains tax $(128,401).
²	Net of change in accrued foreign capital gains tax of $(6,533,615).
³	Net of change in accrued foreign capital gains tax of $5,121.

See Notes to Financial Statements.

December 31, 2014

Baron Select Funds

STATEMENTS OF CHANGES IN NET ASSETS

	Baron Partners Fund						Baron Focused Growth Fund						Baron International Growth Fund

	For the Year			For the Year			For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended			Ended			Ended
	December 31,			December 31,			December 31,			December 31,			December 31,			December 31,
	2014			2013			2014			2013			2014			2013

Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	11,476,194		$	(6,813,285	)	$	958,135		$	(544,326	)	$	342,562		$	75,498
Net realized gain		35,573,747			64,954,592			7,725,956			8,164,726			2,013,466			927,846
Net change in unrealized appreciation (depreciation)		113,173,631			362,148,549			(3,887,218	)		28,092,151			(3,518,402	)		10,275,836

Increase (decrease) in net assets resulting from operations		160,223,572			420,289,856			4,796,873			35,712,551			(1,162,374	)		11,279,180

Distributions to shareholders from:
Net investment income — Retail Shares		—			—			—			(589,056	)		(3,623	)		—
Net investment income — Institutional Shares		—			—			—			(1,882,528	)		(98,375	)		(3,362	)
Net realized gain on investments — Retail Shares		—			—			(280,753	)		—			(1,292,820	)		—
Net realized gain on investments — Institutional Shares		—			—			(888,003	)		—			(1,458,824	)		—

Decrease in net assets from distributions to shareholders		—			—			(1,168,756	)		(2,471,584	)		(2,853,642	)		(3,362	)

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		379,165,924			319,476,623			6,089,801			15,673,823			43,841,435			3,859,851
Proceeds from the sale of shares — Institutional Shares		406,299,084			135,710,008			18,131,213			36,524,526			9,269,012			1,218,416
Net asset value of shares issued in reinvestment of
distributions — Retail Shares		—			—			262,206			542,020			1,289,455			—
Net asset value of shares issued in reinvestment of
distributions — Institutional Shares		—			—			745,447			1,461,962			969,333			1,942
Cost of shares redeemed — Retail Shares		(363,359,869	)		(178,070,535	)		(8,656,710	)		(8,626,273	)		(7,443,792	)		(5,517,299	)
Cost of shares redeemed — Institutional Shares		(119,134,044	)		(22,934,509	)		(20,960,859	)		(2,042,457	)		(1,054,523	)		(3,055,312	)

Increase (decrease) in net assets derived from capital share transactions		302,971,095			254,181,587			(4,388,902	)		43,533,601			46,870,920			(3,492,402	)

Net increase (decrease) in net assets		463,194,667			674,471,443			(760,785	)		76,774,568			42,854,904			7,783,416

Net Assets:
Beginning of year		1,474,627,787			800,156,344			196,026,892			119,252,324			62,401,794			54,618,378

End of year	$	1,937,822,454		$	1,474,627,787		$	195,266,107		$	196,026,892		$	105,256,698		$	62,401,794


Undistributed net investment income at end of year	$	8,534,521		$	2,180,691		$	668,990		$	198,260		$	97,411		$	1,297

Capital share transactions — Retail Shares
Shares sold		10,797,205			11,129,880			440,677			1,256,069			2,384,046			232,666
Shares issued in reinvestment of distributions		—			—			19,056			41,375			70,314			—
Shares redeemed		(10,383,981	)		(6,312,005	)		(626,666	)		(676,961	)		(400,939	)		(339,698	)

Net increase (decrease)		413,224			4,817,875			(166,933	)		620,483			2,053,421			(107,032	)

Capital share transactions — Institutional Shares
Shares sold		11,333,912			4,721,060			1,291,866			2,837,634			510,858			71,324
Shares issued in reinvestment of distributions		—			—			53,557			110,671			52,228			104
Shares redeemed		(3,401,602	)		(805,337	)		(1,492,179	)		(159,800	)		(56,268	)		(182,122	)

Net increase (decrease)		7,932,310			3,915,723			(146,756	)		2,788,505			506,818			(110,694	)

See Notes to Financial Statements.

Baron Select Funds

December 31, 2014

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Baron Real Estate Fund						Baron Emerging Markets Fund

	For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended
	December 31,			December 31,			December 31,			December 31,
	2014			2013			2014			2013

Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	4,263,826		$	(466,653	)	$	5,816,220		$	(84,387	)
Net realized gain (loss)		6,290,861			(5,794,140	)		(33,482,417	)		(855,798	)
Net change in unrealized appreciation		206,841,327			127,344,877			37,993,287			8,314,403

Increase in net assets resulting from operations		217,396,014			121,084,084			10,327,090			7,374,218

Distributions to shareholders from:
Net investment income — Retail Shares		(777,909	)		—			(1,606,970	)		—
Net investment income — Institutional Shares		(2,920,316	)		(39,020	)		(2,808,551	)		—
Net realized gain on investments — Retail Shares		—			(428,314	)		—			—
Net realized gain on investments — Institutional Shares		—			(335,602	)		—			—
Return of capital — Institutional Shares		—			(673,756	)		—			—

Decrease in net assets from distributions to shareholders		(3,698,225	)		(1,476,692	)		(4,415,521	)		—

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		359,613,557			626,959,201			512,990,962			257,250,002
Proceeds from the sale of shares — Institutional Shares		462,284,949			450,764,807			655,166,110			108,017,552
Net asset value of shares issued in reinvestment of
distributions — Retail Shares		758,478			421,721			1,298,646			—
Net asset value of shares issued in reinvestment of
distributions — Institutional Shares		2,578,979			925,719			2,583,317			—
Cost of shares redeemed — Retail Shares		(220,188,549	)		(208,982,668	)		(130,628,402	)		(4,454,947	)
Cost of shares redeemed — Institutional Shares		(141,870,774	)		(53,133,613	)		(75,421,684	)		(1,474,834	)

Increase in net assets derived from capital share transactions		463,176,640			816,955,167			965,988,949			359,337,773

Net increase in net assets		676,874,429			936,562,559			971,900,518			366,711,991

Net Assets:
Beginning of year		1,025,645,798			89,083,239			375,589,234			8,877,243

End of year	$	1,702,520,227		$	1,025,645,798		$	1,347,489,752		$	375,589,234

Undistributed (accumulated) net investment income (loss) at end of year	$	627,790		$	559,075		$	(407,897	)	$	(485,266	)

Capital share transactions — Retail Shares
Shares sold		15,173,423			31,615,177			42,783,705			22,605,570
Shares issued in reinvestment of distributions		29,791			20,612			106,797			—
Shares redeemed		(9,251,061	)		(10,448,310	)		(10,851,179	)		(399,705	)

Net increase		5,952,153			21,187,479			32,039,323			22,205,865

Capital share transactions — Institutional Shares
Shares sold		19,329,716			22,205,732			54,507,301			9,571,296
Shares issued in reinvestment of distributions		100,467			43,354			212,095			—
Shares redeemed		(5,917,745	)		(2,586,207	)		(6,307,754	)		(137,973	)

Net increase		13,512,438			19,662,879			48,411,642			9,433,323

See Notes to Financial Statements.

December 31, 2014

Baron Select Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

	Baron Energy and Resources Fund						Baron Global Advantage Fund

	For the Year			For the Year			For the Year			For the Year
	Ended			Ended			Ended			Ended
	December 31,			December 31,			December 31,			December 31,
	2014			2013			2014			2013

Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	9,583		$	(3,486	)	$	33,341		$	(2,915	)
Net realized gain (loss)		83,023			(355,260	)		(55,901	)		93,472
Net change in unrealized appreciation (depreciation)		(12,482,477	)		3,916,849			168,754			1,009,873

Increase (decrease) in net assets resulting from operations		(12,389,871	)		3,558,103			146,194			1,100,430

Distributions to shareholders from:
Net investment income — Retail Shares		—			(26,290	)		—			—
Net realized gain on investments — Retail Shares		—			—			(218	)		—
Net realized gain on investments — Institutional Shares		—			—			(258	)		—

Decrease in net assets from distributions to shareholders		—			(26,290	)		(476	)		—

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		43,493,847			27,881,735			1,819,597	¹		758,547
Proceeds from the sale of shares — Institutional Shares		34,261,471			2,765,215			9,278,574	¹		985,124
Net asset value of shares issued in reinvestment of
distributions — Retail Shares		—			26,200			217			—
Net asset value of shares issued in reinvestment of
distributions — Institutional Shares		—			—			258			—
Cost of shares redeemed — Retail Shares		(25,945,076	)		(3,582,582	)		(412,710	)		(404,290	)
Cost of shares redeemed — Institutional Shares		(3,584,224	)		(626,525	)		(8,419,488	)		(21,487	)

Increase in net assets derived from capital share transactions		48,226,018			26,464,043			2,266,448			1,317,894

Net increase in net assets		35,836,147			29,995,856			2,412,166			2,418,324

Net Assets:
Beginning of year		33,208,385			3,212,529			5,556,169			3,137,845

End of year	$	69,044,532		$	33,208,385		$	7,968,335		$	5,556,169

Undistributed net investment income at end of year	$	517,240		$	15,974		$	43,412		$	4,483

Capital share transactions — Retail Shares
Shares sold		3,517,172			2,599,991			132,444			65,574
Shares issued in reinvestment of distributions		—			2,306			15			—
Shares redeemed		(2,138,992	)		(326,102	)		(31,772	)		(35,958	)

Net increase		1,378,180			2,276,195			100,687			29,616

Capital share transactions — Institutional Shares
Shares sold		2,813,702			244,381			652,391			81,500
Shares issued in reinvestment of distributions		—			—			18			—
Shares redeemed		(330,244	)		(57,449	)		(603,895	)		(1,999	)

Net increase		2,483,458			186,932			48,514			79,501

_____________________
¹	See Note 4e.

See Notes to Financial Statements.

Baron Select Funds

December 31, 2014

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2014

	Baron Partners
	Fund

Increase (Decrease) in Cash:
Cash Used from Operating Activities
Net increase in net assets resulting from operations	$	160,223,572
Adjustments to reconcile net increase in net assets resulting from operations to net cash used by operating activities:
Purchases of portfolio securities		(1,052,299,524	)
Proceeds from sales of portfolio securities		658,547,257
Net purchases, sales and maturities of short-term investments		(18,487,936	)
Increase in dividends and interest receivable		(722,650	)
Increase in prepaid expenses		(551	)
Increase in payable for collateral on loaned securities		18,690,000
Increase in accrued expenses		83,520
Net realized gain on investments		(35,573,747	)
Net change in unrealized appreciation of investments		(113,173,631	)

Net cash used by operating activities	$	(382,713,690	)

Cash Provided from Financing Activities
Proceeds from shares sold		789,346,780
Payment for shares redeemed		(482,549,985	)
Increase in payable for borrowings against line of credit		76,000,000

Net cash provided in financing activities		382,796,795

Net increase in cash		83,105
Cash at beginning of year		—

Cash at end of year	$	83,105


Supplemental cash flow information:
Interest paid	$	3,194,562

See Notes to Financial Statements.

December 31, 2014

Baron Select Funds

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Baron Select Funds (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 Delaware statutory trust on April 30, 2003, 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 seven series (individually, a “Fund” and collectively, the “Funds”): Baron Partners Fund, Baron Focused Growth Fund, Baron Real Estate Fund and Baron Energy and Resources Fund, which are non-diversified; and Baron International Growth Fund, Baron Emerging Markets Fund, and Baron Global Advantage Fund, which are diversified. The Funds’ investment objective is to seek capital appreciation. Baron Partners Fund may employ “leverage” by borrowing money and using it to purchase additional securities. Borrowing for investment increases both investment opportunity and investment risk. Baron International Growth Fund, Baron Emerging Markets Fund and Baron Global Advantage Fund invest their assets primarily in non-U.S. companies. Baron Real Estate Fund invests its assets primarily in U.S. and non-U.S. real estate and real estate-related companies. Baron Energy and Resources Fund invests its assets primarily in U.S. and non-U.S. energy and resources companies and related companies and energy and resources master limited partnerships (“MLPs”) of any market capitalization.

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.

Baron Partners Fund was organized originally as a limited partnership in January 1992 under the laws of the State of Delaware. Effective as of the close of business on April 30, 2003, the predecessor partnership was reorganized into a series of the Trust. Baron Partners Fund commenced operations on April 30, 2003 with a contribution of assets and liabilities, including securities-in-kind, from the predecessor partnership.

Baron Focused Growth Fund was organized originally as a limited partnership in May 1996 under the laws of the State of Delaware. Effective as of the close of business on June 30, 2008, the predecessor partnership was reorganized into a series of the Trust. Baron Focused Growth Fund commenced operations on June 30, 2008 with a contribution of assets and liabilities, including securities-in-kind, from the predecessor partnership.

1. 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”). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the amounts of income and expenses during the period. Actual results could differ from those estimates. Events occurring subsequent to the date of the Statements of Assets and Liabilities and through the date of issuance of the financial statements have been evaluated for adjustment to or disclosure in the financial statements.

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. The value of the Funds’ investments in convertible bonds is determined by the Adviser primarily by obtaining valuations from independent pricing services based on readily available bid quotations or, if quotations are not available, by methods which include various considerations such as yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions (generally Level 2 inputs). Other Level 2 inputs used by an independent pricing service to value convertible bonds generally include underlying stock data, dealer quotes, conversion premiums, listed bond and preferred stock prices and other market information which may include benchmark curves, trade execution data, and sensitivity analysis, when available. Money market instruments held by the Funds with a remaining maturity of 60 days or less are generally 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 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) Securities Transactions, Investment Income and Expense Allocation. Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on an identified cost basis for financial reporting and federal income tax purposes. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis, which includes the accretion of discounts and amortization of premiums. Certain dividends from foreign securities will be recorded as soon as the Funds are informed of the dividend if such information is obtained subsequent to the ex-dividend date. Distributions received from certain investments held by the Funds may be comprised of dividends, realized gains and returns of capital. The Funds originally estimate the expected classification of such payments. The amounts may subsequently be reclassified upon receipt of information from the issuer. The Funds are charged for those expenses of the Trust that are directly attributable to each Fund, such as advisory and custodian fees. Expenses that are not directly attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.

Baron Select Funds

December 31, 2014

NOTES TO FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

c) 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.

Pursuant to U.S. federal income tax regulations, gains and losses from certain foreign currency transactions and the foreign currency portion of gains and losses realized on sales and maturities of foreign denominated debt securities are generally treated as ordinary income for U.S. federal income tax purposes.

d) 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 may pay fees to the custodian for administering the securities lending program. The Funds earn interest on such collateral and earn income in the form of negotiated lenders’ fees, both of which are included in securities lending income in the Statements of Operations. 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 Partners Fund and Baron Global Advantage Fund had securities on loan with values of $18,049,200 and $44,251, respectively, and held $18,690,000 and $45,822, of short term investments as collateral for these loans, respectively.

e) 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.

f) Federal and Foreign Income Taxes. The Trust treats each Fund as a separate entity for federal income tax purposes. Each Fund intends to meet the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies, and to distribute to its shareholders substantially all of its net investment income and any net realized capital gains at least annually. None of the Funds will be subject to federal or state income taxes to the extent that they qualify as regulated investment companies and substantially all of their income is distributed.

The Funds may be subject to foreign taxes on income and gains on investments that are accrued based upon the Funds’ understanding of the tax rules and regulations that exist in the countries in which the Funds invest. Foreign governments may also impose taxes or other payments on investments with respect to foreign securities. Such taxes are accrued as applicable.

g) Restricted Securities. The Funds may invest in securities that are restricted as to public sale in accordance with the Securities Act of 1933. Such assets are valued by the Adviser pursuant to policies and procedures approved by the Board.

h) Distributions to Shareholders. Income and capital gain distributions to shareholders are determined in accordance with income tax regulations which may differ from GAAP. These differences are primarily due to differing treatments for net investment loss, foreign currency gains and losses, reclassification of distributions, partnership basis adjustments, income from passive foreign investment corporations and wash sale losses deferred.

i) Commitments and Contingencies. In the normal course of business, the Funds may enter into contracts and agreements that contain a variety of representations and warranties, which provide general indemnification. The maximum exposure to the Funds under these agreements is unknown, as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

j) Cash and Cash Equivalents. The Funds consider all short term liquid investments with a maturity of three months or less when purchased to be cash equivalents.

k) Fund Diversification and Concentration. Certain of the Funds hold non-diversified or concentrated portfolios that may contain fewer securities or invest in fewer industries than the portfolios of other mutual funds. This may increase the risk that the value of a Fund could decrease because of the poor performance of one or a few investments or of a particular industry. Additionally, non-diversified funds may encounter difficulty liquidating securities.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities, other than short term securities, for the year ended December 31, 2014 were as follows:

Fund	Purchases	Sales

Baron Partners Fund	$1,047,811,053	$637,284,094
Baron Focused Growth Fund	70,602,432	75,944,776
Baron International Growth Fund	64,863,646	24,780,197
Baron Real Estate Fund	821,544,135	327,247,956
Baron Emerging Markets Fund	1,047,813,640	186,765,782
Baron Energy and Resources Fund	57,418,838	12,294,282
Baron Global Advantage Fund	12,619,231	10,439,284


December 31, 2014	Baron Select Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

a) Investment Advisory Fees. The Adviser, a wholly owned subsidiary of Baron Capital Group, Inc. (“BCG”), serves as investment adviser to the Funds. As compensation for services rendered, the Adviser receives a fee payable monthly equal to 1% per annum of the average daily net assets of the respective Funds. The Adviser has contractually agreed to reduce its fee, to the extent required to limit the net annual operating expense ratio (excluding portfolio transaction costs, interest, dividend and extraordinary expenses), as follows:

	Annual Operating
	Expense Ratio Cap

	Retail	Institutional
Fund	Shares	Shares

Baron Partners Fund	1.45%	1.20%
Baron Focused Growth Fund	1.35%	1.10%
Baron International Growth Fund	1.50%	1.25%
Baron Real Estate Fund	1.35%	1.10%
Baron Emerging Markets Fund	1.50%	1.25%
Baron Energy and Resources Fund	1.35%	1.10%
Baron Global Advantage Fund	1.50%	1.25%

b) Distribution Fees. Baron Capital, Inc. (“BCI”), a wholly owned subsidiary of BCG, is a registered limited purpose broker-dealer and the distributor of the Funds’ shares. The Funds are authorized to pay BCI a distribution fee payable monthly pursuant to a distribution plan under Rule 12b-1 of the 1940 Act equal to 0.25% per annum of the Retail Shares’ average daily net assets of the respective Funds.

c) Trustee Fees. Certain Trustees of the Trust may be deemed to be affiliated with, or interested persons (as defined by the 1940 Act) of the Funds’ Adviser or of BCI. None of the Trustees so affiliated received compensation for his or her services as a Trustee of the Trust. None of the Funds’ officers received compensation from the Funds for their services as an officer.

d) Fund Accounting and Administration Fees. The Funds have entered into an agreement with State Street Bank and Trust Company (“State Street”) to perform accounting and certain administrative services. State Street is compensated for fund accounting services based on a percentage of the Funds’ net assets, subject to certain minimums plus fixed annual fees for the administrative services.

e) Voluntary Payment. The Adviser made a voluntary payment to Baron Global Advantage Fund in the amount of $47,291 to compensate the Fund for a loss incurred due to a shareholder activity processing error. The impact of this payment increased the Fund’s total return by 0.54%.

5. LINE OF CREDIT

Baron Partners Fund participates in a committed line of credit agreement with State Street in the amount of $475 million. A commitment fee of 0.15% per annum is incurred on the unused portion of the line of credit. The line of credit is used for investment purposes and expires on September 18, 2015. Baron Partners Fund may borrow up to the lesser of $475 million or the maximum amount Baron Partners Fund may borrow under the 1940 Act, the limitations included in Baron Partners Fund’s prospectus, or any limit or restriction under any law or regulation to which Baron Partners Fund is subject or any agreement to which Baron Partners Fund is a party. Interest is charged to Baron Partners Fund, based on its borrowings, at a rate per annum equal to the higher of the Federal Funds Rate or the Overnight LIBOR Rate plus a margin of 0.85%. For the year ended December 31, 2014, interest expense incurred on these loans amounted to $3,307,937.

During the year ended December 31, 2014, Baron Partners Fund had an average daily balance on the line of credit of $343.4 million at a weighted average interest rate of 0.96%. At December 31, 2014, Baron Partners Fund had an outstanding balance in the amount of $355,000,000.

6. 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 Partners Fund

	Acquisition
Name of Issuer	Date(s)	Value

Private Equity Investments
Windy City Investments Holdings, L.L.C.	11/13/2007- 1/27/2011	$6,593,843

(Cost $1,832,926) (0.34% of Net Assets)

	Baron Focused Growth Fund

	Acquisition
Name of Issuer	Date(s)	Value

Common Stocks
TerraForm Power, Inc., Cl A	11/21/2014	$2,505,823

(Cost $2,499,990) (1.28% of Net Assets)


Baron Select Funds	December 31, 2014

NOTES TO FINANCIAL STATEMENTS (Continued)

7. FAIR VALUE MEASUREMENTS

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

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

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

	•		Level 3 —prices determined using significant unobservable inputs when quoted prices or observable inputs are unavailable, such as when there is little or no market activity for an asset or liability (unobservable inputs reflect each Fund’s on the best 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 Partners Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†	$	2,259,895,708	$	—	$	—	$	2,259,895,708
Private Equity Investments		—		—		6,593,843		6,593,843
Short Term Investments		—		18,690,000		—		18,690,000

Total Investments	$	2,259,895,708	$	18,690,000	$	6,593,843	$	2,285,179,551

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 year ended December 31, 2014.

	Baron Focused Growth Fund

Description		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†	$	181,839,416	$	2,505,823	$	—	$	184,345,239
Preferred Stocks		8,111,179		—		—		8,111,179
Short Term Investments		—		4,236,809		—		4,236,809

Total Investments	$	189,950,595	$	6,742,632	$	—	$	196,693,227

^† See Statements of Net Assets for additional detailed categorizations.


December 31, 2014	Baron Select Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

7. FAIR VALUE MEASUREMENTS (Continued)

	Baron International Growth Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†	$	33,621,631	$	66,163,215	$	—	$	99,784,846
Warrants		—		39,000		—		39,000
Short Term Investments		—		5,069,849		—		5,069,849

Total Investments	$	33,621,631	$	71,272,064	$	—	$	104,893,695

$418,854 was transferred out of Level 2 into Level 1 at December 31, 2014 as a result of not 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. $19,289,704 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 Real Estate Fund

Description		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†		$	1,648,125,067	$	26,629,416	$	—	$	1,674,754,483
Short Term Investments	��		—		20,541,480		—		20,541,480

Total Investments		$	1,648,125,067	$	47,170,896	$	—	$	1,695,295,963

$19,170,638 was transferred out of Level 2 into Level 1 at December 31, 2014 as a result of not 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 Emerging Markets Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†	$	358,594,059	$	829,941,255	$	—	$	1,188,535,314
Preferred Stocks		427,036		—		—		427,036
Convertible Bonds		—		5,593,418		—		5,593,418
Short Term Investments		—		161,340,865		—		161,340,865

Total Investments	$	359,021,095	$	996,875,538	$	—	$	1,355,896,633

$9,258,789 was transferred out of Level 2 into Level 1 at December 31, 2014 as a result of not 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. $420,443,359 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 Energy and Resources Fund

Description		Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†	$	64,957,750	$	—	$	—	$	64,957,750
Short Term Investments		—		9,382,619		—		9,382,619

Total Investments	$	64,957,750	$	9,382,619	$	—	$	74,340,369

^† See Statements of Net Assets for additional detailed categorizations.


Baron Select Funds	December 31, 2014

NOTES TO FINANCIAL STATEMENTS (Continued)

7. FAIR VALUE MEASUREMENTS (Continued)

	Baron Global Advantage Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†	$	7,011,715	$	745,854	$	—	$	7,757,569
Short Term Investments^†		—		278,819		—		278,819

Total Investments	$	7,011,715	$	1,024,673	$	—	$	8,036,388

$374,210 was transferred out of Level 2 into Level 1 at December 31, 2014 as a result of not 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. $318,840 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.

^† See Statements of Net Assets for additional detailed categorizations.

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

	Baron Partners Fund

Investments in Securities		Balance as of December 31, 2013		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
Consumer
Discretionary	$	13,923,000	$	—	$	(23,400,000	)	$	25,077,000	$	—	$	(15,600,000	)	$	—	$	—	$	—	$	—
Financials		31,832,346		—		—			14,063,459		—		(39,301,962	)		—		—		6,593,843		14,063,459

Total	$	45,755,346	$	—	$	(23,400,000	)	$	39,140,459	$	—	$	(54,901,962	)	$	—	$	—	$	6,593,843	$	14,063,459

8. INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

Federal income tax regulations differ from GAAP. Therefore, distributions determined in accordance with tax regulations may differ in amount or character from net investment income and net realized gain for financial reporting purposes. Net investment income (loss) and net realized and unrealized gain (loss) differ for financial statement and tax purposes due to differing treatments of net investment loss, foreign currency gains and losses, reclassification of distributions, partnership basis adjustments, income from passive foreign investment corporations and wash sale losses deferred. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences.

For the year ended December 31, 2014, the Funds recorded the following permanent reclassifications to reflect tax character. Reclassifications between income, gains and paid in capital relate primarily to the tax treatment of net investment loss, foreign currency gains and losses and partnership basis adjustments. Results of operations and net assets were not affected by these reclassifications.

Fund	Undistributed (Accumulated) Net Investment Income (Loss)		Undistributed (Accumulated) Net Realized Gain (Loss)		Paid-In Capital
Baron Partners Fund	$(5,122,364	)	$3,892,527		$1,229,837
Baron Focused Growth Fund	(487,405	)	379,421		107,984
Baron International Growth Fund	(144,450	)	144,450		—
Baron Real Estate Fund	(496,886	)	(58,172	)	555,058
Baron Emerging Markets Fund	(1,323,330	)	1,323,330		—
Baron Energy and Resources Fund	491,683		(21,874	)	(469,809	)
Baron Global Advantage Fund	5,588		41,709		(47,297	)

December 31, 2014

Baron Select Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

8. INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS (Continued)

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

							Baron						Baron			Baron			Baron
	Baron Partners			Baron Focused			International			Baron Real			Emerging			Energy and			Global
	Fund			Growth Fund			Growth Fund			Estate Fund			Markets Fund			Resources Fund			Advantage Fund

Cost of investments	$	1,351,679,289		$	136,797,840		$	85,953,559		$	1,349,031,824		$	1,302,468,018		$	82,507,842		$	6,620,758

Gross tax unrealized
appreciation		947,393,043			61,266,409			22,629,705			348,178,221			124,613,850			4,116,050			1,680,647
Gross tax unrealized
depreciation		(13,892,781	)		(1,371,022	)		(3,689,569	)		(1,914,082	)		(71,185,235	)		(12,283,523	)		(265,017	)

Net tax unrealized
appreciation (depreciation)		933,500,262			59,895,387			18,940,136			346,264,139			53,428,615			(8,167,473	)		1,415,630
Net tax unrealized currency
depreciation		—			—			(159,095	)		—			(6,668,692	)		(99	)		(84	)
Undistributed net investment income		7,951,442			565,643			98,361			391,498			—			—			15,177
Undistributed net realized gain		—			5,946,763			105,600			1,251,619			—			—			21,486
Qualified late year loss deferral		(3,748,488	)		—			—			—			(131,981	)		—			—
Capital loss carryforwards		(332,180,204	)		—			—			—			(33,090,721	)		(275,122	)		—
Paid-in capital		1,332,299,442			128,858,314			86,271,696			1,354,612,971			1,333,952,531			77,487,226			6,516,126

Net Assets	$	1,937,822,454		$	195,266,107		$	105,256,698		$	1,702,520,227		$	1,347,489,752		$	69,044,532		$	7,968,335

As of December 31, 2014, the Funds had capital loss carryforwards expiring as follows:

					Baron				Baron		Baron		Baron
	Baron Partners		Baron Focused		International		Baron Real		Emerging		Energy and		Global
	Fund		Growth Fund		Growth Fund		Estate Fund		Markets Fund		Resources Fund		Advantage Fund

Short term capital loss carryforwards:
December 31, 2017	$	332,180,204	$	—	$	—	$	—	$	—	$	—	$	—
No expiration date		—		—		—		—		33,090,721		275,122		—

	$	332,180,204	$	—	$	—	$	—	$	33,090,721		275,122	$	—


Capital loss carryforward
utilized during the year
ended December 31, 2014	$	36,588,722	$	—	$	—	$	4, 999,909	$	—	$	26,628	$	—

The tax character of distributions paid during the fiscal years ended December 31, 2014 and December 31, 2013 was as follows:

	Year Ended				Year Ended
	December 31, 2014				December 31, 2013

Fund	Ordinary¹		Long Term Capital Gain		Ordinary¹		Long Term Capital Gain		Return of Capital
Baron Partners Fund	$	—	$	—	$	—	$	—	$	—
Baron Focused Growth Fund		—		1,168,756		2,471,584		—		—
Baron International Growth Fund		101,998		2,751,644		3,362		—		—
Baron Real Estate Fund		3,698,225		—		247,412		555,524		673,756
Baron Emerging Markets Fund		4,415,521		—		—		—		—
Baron Energy and Resources Fund		—		—		26,290		—		—
Baron Global Advantage Fund		476		—		—		—		—

¹ For tax purposes, short-term capital gains are considered ordinary income distributions.

The Funds follow the provisions of FASB Codification Section 740 (“ASC Section 740”) “Accounting for Uncertainty in Income Taxes” which clarifies the accounting for uncertainty in tax positions taken or expected to be taken on a tax return. ASC Section 740 sets forth a threshold for financial statement recognition, measurement and disclosure of tax positions taken or expected to be taken on a tax return. The Funds are required to recognize the tax effects of certain tax positions under a “more likely than not” standard, that based on their technical merits, have more than 50 percent likelihood of being sustained upon examination. Management has analyzed the tax positions taken on the Funds’ federal income tax returns for all open years (current and prior three years), and has concluded that no provision for federal income tax is required in the Funds’ financial statements. At December 31, 2014, the Funds did not have any uncertain tax benefits that require recognition, de-recognition or disclosure. The Funds’ federal, state and local income and federal excise tax returns for which the applicable statutes of limitations have not expired (current and prior three years) are subject to examination by the Internal Revenue Service and state departments of revenue.

Baron Select Funds

December 31, 2014

NOTES TO FINANCIAL STATEMENTS (Continued)

9. OWNERSHIP CONCENTRATION

As of December 31, 2014, the officers, trustees and portfolio managers owned, directly or indirectly, 33.59% of Baron Focused Growth Fund and 42.92% of Baron Global Advantage Fund. As of December 31, 2014, the officers, trustees, portfolio managers and one other investor owned, directly or indirectly, 30.71% of Baron International Growth Fund. As a result of their ownership, these investors may be able to materially affect the outcome of matters presented to Baron Focused Growth Fund, Baron International Growth Fund and Baron Global Advantage Fund shareholders.

10. TRANSACTIONS IN “AFFILIATED” COMPANIES¹

BARON REAL ESTATE FUND

Net Change in

Shares

Value at

Unrealized

Held at

Value at

December 31,

Purchase

Sales

Appreciation

Realized

Dividend

December 31,

Name of Issuer

2013

Cost

Proceeds

(Depreciation)

Gains/(Losses)

Income

2014

“Affiliated” Company as of December 31, 2014:

Capital Senior Living Corp.

38,730,775

14,844,486

—

1,925,788

—

2,228,063

55,501,049

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 year ended December 31, 2014.

11. DISCLOSURES REGARDING OFFSETTING ASSETS AND LIABILITIES

In December 2011, the FASB issued an Accounting Standards Update (“ASU”) related to disclosures about offsetting assets and liabilities in financial statements. This ASU requires an entity to disclose both gross and net information for derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in the statement of assets and liabilities or subject to an enforceable master netting arrangement or similar agreement. In January 2013, the FASB issued an ASU to clarify the scope of disclosures about offsetting assets and liabilities. The ASU is effective for reporting periods beginning on or after January 1, 2013. The information required to be disclosed by the ASU for the Funds’ investments in repurchase agreements at December 31, 2014, including the fair value of the repurchase agreement and the amount of collateral, can be found in each respective Fund’s Statement of Net Assets. The information required to be disclosed by the ASU for the Funds’ securities lending agreement at December 31, 2014, including the market value of securities on loan and the amount of collateral, can be found in each respective Fund’s Statement of Assets and Liabilities. The Funds did not hold derivatives or participate in securities borrowing activities at December 31, 2014.

12. RECENT ACCOUNTING PRONOUNCEMENT

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.

December 31, 2014

Baron Select Funds

FINANCIAL HIGHLIGHTS

BARON PARTNERS FUND

Selected data for a share outstanding throughout each year:

RETAIL SHARES	Year Ended December 31,

	2014			2013			2012			2011			2010			2009			2008			2007			2006			2005
Net asset value, beginning of year	$	33.32		$	22.56		$	19.39		$	20.57		$	15.64		$	12.20		$	23.76		$	22.34		$	18.43		$	16.85

Income (loss) from investment operations:
Net investment income (loss)		0.23	¹		(0.19	)¹		(0.04	)¹		(0.14	)¹		(0.09	)¹		(0.04	)¹		(0.09	)¹		(0.21	)¹		(0.16	)¹		(0.13	)
Net realized and unrealized gain (loss) on investments		3.19			10.95			3.21			(1.04	)		5.02			3.48			(10.74	)		2.74			4.13			2.49

Total from investment operations		3.42			10.76			3.17			(1.18	)		4.93			3.44			(10.83	)		2.53			3.97			2.36

Less distributions to shareholders from:
Net investment income		0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00			0.00
Net realized gain on investments		0.00			0.00			0.00			0.00			0.00			0.00			(0.73	)		(1.11	)		(0.06	)		(0.78	)

Total distributions		0.00			0.00			0.00			0.00			0.00			0.00			(0.73	)		(1.11	)		(0.06	)		(0.78	)

Net asset value, end of year	$	36.74		$	33.32		$	22.56		$	19.39		$	20.57		$	15.64		$	12.20		$	23.76		$	22.34		$	18.43

Total return		10.26	%		47.69	%		16.35	%		(5.74	)%		31.52	%		28.20	%		(46.67	)%		11.34	%		21.55	%		14.37	%

Ratios/Supplemental data:
Net assets (in millions), end of year	$	1,256.3		$	1,125.6		$	653.7		$	970.4		$	1,251.9		$	1,249.3		$	1,501.3		$	3,384.1		$	2,403.1		$	1,403.0

Ratio of total expenses to average net assets		1.51	%		1.67	%		1.74	%		1.71	%		1.71	%		1.51	%		1.86	%²		1.88	%²		1.77	%		1.62	%
Less: Ratio of interest expense to average net assets		(0.19	)%		(0.29	)%		(0.34	)%		(0.36	)%		(0.34	)%		(0.10	)%		(0.51	)%		(0.57	)%		(0.45	)%		(0.27	)%

Ratio of operating expenses to average net assets		1.32	%		1.38	%		1.40	%		1.35	%		1.37	%		1.41	%		1.35	%		1.31	%		1.32	%		1.35	%

Ratio of net investment income (loss) to average net assets		0.66	%		(0.66	)%		(0.18	)%		(0.69	)%		(0.51	)%		(0.30	)%		(0.49	)%		(0.86	)%		(0.80	)%		(0.85	)%

Portfolio turnover rate		30.82	%		18.57	%		13.04	%		16.96	%		15.85	%		32.43	%		38.02	%		32.95	%		35.92	%		37.62	%

INSTITUTIONAL SHARES	Year Ended December 31,

	2014			2013			2012			2011			2010			2009³
Net asset value, beginning of year	$	33.72		$	22.78		$	19.52		$	20.66		$	15.66		$	12.66

Income (loss) from investment operations:
Net investment income (loss)		0.25	¹		(0.12	)¹		0.04	¹		(0.08	)¹		(0.06	)¹		(0.03	)¹
Net realized and unrealized gain (loss) on investments		3.31			11.06			3.22			(1.06	)		5.06			3.03

Total from investment operations		3.56			10.94			3.26			(1.14	)		5.00			3.00

Less distributions to shareholders from:
Net investment income		0.00			0.00			0.00			0.00			0.00			0.00
Net realized gain on investments		0.00			0.00			0.00			0.00			0.00			0.00

Total distributions		0.00			0.00			0.00			0.00			0.00			0.00

Net asset value, end of year	$	37.28		$	33.72		$	22.78		$	19.52		$	20.66		$	15.66

Total return		10.56	%		48.02	%		16.70	%		(5.52	)%		31.93	%		23.70	%⁴

Ratios/Supplemental data:
Net assets (in millions), end of year	$	681.5		$	349.0		$	146.5		$	123.7		$	119.9		$	158.5

Ratio of total expenses to average net assets		1.26	%		1.41	%		1.48	%		1.45	%		1.45	%		1.38	%⁵
Less: Ratio of interest expense to average net assets		(0.20	)%		(0.30	)%		(0.35	)%		(0.36	)%		(0.34	)%		(0.21	)%⁵

Ratio of operating expenses to average net assets		1.06	%		1.11	%		1.13	%		1.09	%		1.11	%		1.17	%⁵

Ratio of net investment income (loss) to average net assets		0.69	%		(0.41	)%		0.18	%		(0.41	)%		(0.36	)%		(0.31	)%⁵

Portfolio turnover rate		30.82	%		18.57	%		13.04	%		16.96	%		15.85	%		32.43	%


¹		Based on average shares outstanding.
²		Benefit of expense reduction rounds to less than 0.01%.
³		For the period May 29, 2009 (initial offering of Institutional Shares) to December 31, 2009.
⁴		Not Annualized.
⁵		Annualized.

See Notes to Financial Statements.

Baron Select Funds

December 31, 2014

FINANCIAL HIGHLIGHTS

BARON FOCUSED GROWTH FUND

Selected data for a share outstanding throughout each year:

RETAIL SHARES	Year Ended December 31,

		2014			2013			2012			2011			2010			2009			2008¹
Net asset value, beginning of year		$	13.97		$	11.26		$	9.71		$	9.85		$	8.14		$	6.27		$	10.00

Income (loss) from investment operations:
Net investment income (loss)			0.04	²		(0.07	)²		0.24	²		(0.07	)²		(0.01	)²		0.12	²		0.00	^2,3
Net realized and unrealized gain (loss) on investments			0.29			2.95			1.31			(0.07	)		2.05			2.00			(3.33	)

Total from investment operations			0.33			2.88			1.55			(0.14	)		2.04			2.12			(3.33	)

Less distributions to shareholders from:
Net investment income			0.00			(0.17	)		0.00			0.00			(0.33	)		(0.13	)		0.00
Net realized gain on investments			(0.09	)		0.00			0.00			0.00			0.00			0.00			0.00
Return of capital			0.00			0.00			0.00			0.00			0.00			(0.12	)		(0.40	)

Total distributions			(0.09	)		(0.17	)		0.00			0.00			(0.33	)		(0.25	)		(0.40	)

Net asset value, end of year		$	14.21		$	13.97		$	11.26		$	9.71		$	9.85		$	8.14		$	6.27

Total return			2.35	%⁴		25.69	%⁴		15.96	%⁴		(1.42	)%⁴		25.17	%⁴		33.77	%⁴		(33.11	)%^4,5

Ratios/Supplemental data:																			��
Net assets (in millions), end of year		$	46.1		$	47.6		$	31.4		$	28.3		$	46.4		$	39.9		$	59.3

Ratio of operating expenses to average net assets			1.39	%		1.42	%		1.48	%		1.48	%		1.47	%		1.52	%		1.54	%⁶
Less: Reimbursement of expenses by Adviser			(0.04	)%		(0.07	)%		(0.13	)%		(0.13	)%		(0.12	)%		(0.17	)%		(0.19	)%⁶

Ratio of net operating expenses to average net assets			1.35	%		1.35	%		1.35	%		1.35	%		1.35	%		1.35	%		1.35	%⁶

Ratio of net investment income (loss) to average net assets			0.31	%		(0.53	)%		2.30	%		(0.69	)%		(0.16	)%		1.81	%		0.01	%⁶

Portfolio turnover rate			36.92	%		33.67	%		38.38	%		44.58	%		24.08	%		34.76	%		35.43	%⁵

INSTITUTIONAL SHARES		Year Ended December 31,

		2014			2013			2012			2011			2010			2009⁷
Net asset value, beginning of year		$	14.10		$	11.35		$	9.77		$	9.88		$	8.15		$	6.88

Income (loss) from investment operations:
Net investment income (loss)			0.08	²		(0.04	)²		0.26	²		(0.04	)²		0.01	²		0.07	²
Net realized and unrealized gain (loss) on investments			0.28			2.99			1.32			(0.07	)		2.05			1.45

Total from investment operations			0.36			2.95			1.58			(0.11	)		2.06			1.52

Less distributions to shareholders from:
Net investment income			0.00			(0.20	)		0.00			0.00			(0.33	)		(0.13	)
Net realized gain on investments			(0.09	)		0.00			0.00			0.00			0.00			0.00
Return of capital	��		0.00			0.00			0.00			0.00			0.00			(0.12	)

Total distributions			(0.09	)		(0.20	)		0.00			0.00			(0.33	)		(0.25	)

Net asset value, end of year		$	14.37		$	14.10		$	11.35		$	9.77		$	9.88		$	8.15

Total return			2.54	%		26.09	%⁴		16.17	%⁴		(1.11	)%⁴		25.39	%⁴		22.06	%^4,5

Ratios/Supplemental data:
Net assets (in millions), end of year		$	149.2		$	148.4		$	87.9		$	63.6		$	44.3		$	36.6

Ratio of operating expenses to average net assets			1.09	%		1.12	%		1.16	%		1.18	%		1.19	%		1.25	%⁶
Less: Reimbursement of expenses by Adviser			0.00	%		(0.02	)%		(0.06	)%		(0.08	)%		(0.09	)%		(0.15	)%⁶

Ratio of net operating expenses to average net assets			1.09	%		1.10	%		1.10	%		1.10	%		1.10	%		1.10	%⁶

Ratio of net investment income (loss) to average net assets			0.56	%		(0.28	)%		2.53	%		(0.40	)%		0.08	%		1.63	%⁶

Portfolio turnover rate			36.92	%		33.67	%		38.38	%		44.58	%		24.08	%		34.76	%


¹		For the period June 30, 2008 (commencement of operations) to December 31, 2008.
²		Based on average shares outstanding.
³		Less than $0.01 per share.
⁴		The total returns would have been lower had certain expenses not been reduced during the period shown.
⁵		Not Annualized.
⁶		Annualized.
⁷		For the period May 29, 2009 (initial offering of Institutional Shares) to December 31, 2009.

See Notes to Financial Statements.

December 31, 2014

Baron Select Funds

FINANCIAL HIGHLIGHTS

BARON INTERNATIONAL GROWTH FUND

Selected data for a share outstanding throughout each year:

RETAIL SHARES	Year Ended December 31,

	2014			2013			2012			2011			2010			2009
Net asset value, beginning of year	$	18.91		$	15.55		$	13.20		$	17.29		$	14.11		$	10.00

Income (loss) from investment operations:
Net investment income (loss)		0.03	¹		(0.01	)¹		(0.02	)¹		(0.01	)¹		0.01	¹		0.04	¹
Net realized and unrealized gain (loss) on investments		(0.46	)		3.37			2.37			(2.78	)		3.38			4.43

Total from investment operations		(0.43	)		3.36			2.35			(2.79	)		3.39			4.47

Less distributions to shareholders from:
Net investment income		(0.00	)²		0.00			0.00			(0.04	)		0.00			0.00
Net realized gain on investments		(0.54	)		0.00			0.00			(1.26	)		(0.21	)		(0.36	)

Total distributions		(0.54	)		0.00			0.00			(1.30	)		(0.21	)		(0.36	)

Net asset value, end of year	$	17.94		$	18.91		$	15.55		$	13.20		$	17.29		$	14.11

Total return		(2.33	)%³		21.61	%³		17.80	%³		(16.35	)%³		24.22	%³		44.69	%³

Ratios/Supplemental data:
Net assets (in millions), end of year	$	53.0		$	17.0		$	15.6		$	11.7		$	15.3		$	8.4

Ratio of operating expenses to average net assets		1.63	%		1.74	%		1.78	%		1.73	%		1.76	%		2.33	%
Less: Reimbursement of expenses by Adviser		(0.13	)%		(0.24	)%		(0.28	)%		(0.23	)%		(0.26	)%		(0.83	)%

Ratio of net operating expenses to average net assets		1.50	%		1.50	%		1.50	%		1.50	%		1.50	%		1.50	%

Ratio of net investment income (loss) to average net assets		0.14	%		(0.05	)%		(0.16	)%		(0.05	)%		0.07	%		0.38	%

Portfolio turnover rate		34.67	%		40.60	%		39.02	%		53.20	%		32.70	%		53.94	%


INSTITUTIONAL SHARES	Year Ended December 31,

	2014			2013			2012			2011			2010			2009⁶
Net asset value, beginning of year	$	19.05		$	15.63		$	13.25		$	17.36		$	14.13		$	11.13

Income (loss) from investment operations:
Net investment income (loss)		0.12	¹		0.03	¹		0.01	¹		0.03	¹		0.05	¹		(0.02	)¹
Net realized and unrealized gain (loss) on investments		(0.50	)		3.39			2.40			(2.79	)		3.39			3.38

Total from investment operations		(0.38	)		3.42			2.41			(2.76	)		3.44			3.36

Less distributions to shareholders from:
Net investment income		(0.04	)		(0.00	)²		(0.03	)		(0.09	)		0.00			0.00
Net realized gain on investments		(0.54	)		0.00			0.00			(1.26	)		(0.21	)		(0.36	)

Total distributions		(0.58	)		(0.00	)²		(0.03	)		(1.35	)		(0.21	)		(0.36	)

Net asset value, end of year	$	18.09		$	19.05		$	15.63		$	13.25		$	17.36		$	14.13

Total return		(2.07	)%³		21.89	%³		18.17	%³		(16.13	)%³		24.54	%³		30.18	%^3,4

Ratios/Supplemental data:
Net assets (in millions), end of year	$	52.3		$	45.4		$	39.0		$	30.5		$	37.4		$	22.1

Ratio of operating expenses to average net assets		1.34	%		1.37	%		1.40	%		1.38	%		1.40	%		1.89	%⁵
Less: Reimbursement of expenses by Adviser		(0.09	)%		(0.12	)%		(0.15	)%		(0.13	)%		(0.15	)%		(0.64	)%⁵

Ratio of net operating expenses to average net assets		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%⁵

Ratio of net investment income (loss) to average net assets		0.64	%		0.20	%		0.09	%		0.19	%		0.31	%		(0.29	)%⁵

Portfolio turnover rate		34.67	%		40.60	%		39.02	%		53.20	%		32.70	%		53.94	%


¹		Based on average shares outstanding.
²		Less than $0.01 per share.
³		The total returns would have been lower had certain expenses not been reduced during the period shown.
⁴		Not Annualized.
⁵		Annualized.
⁶		For the period May 29, 2009 (initial offering of Institutional Shares) to December 31, 2009.

See Notes to Financial Statements.

Baron Select Funds

December 31, 2014

FINANCIAL HIGHLIGHTS

BARON REAL ESTATE FUND

Selected data for a share outstanding throughout each year:

RETAIL SHARES
	Year Ended December 31,

	2014			2013			2012			2011			2010
Net asset value, beginning of year	$	22.25		$	17.52		$	12.51		$	12.66		$	10.00

Income (loss) from investment operations:
Net investment income (loss)		0.04	¹		(0.05	)¹		0.01	¹		(0.01	)¹		0.02	¹
Net realized and unrealized gain on investments		3.66			4.80			5.31			0.07	²		2.64

Total from investment operations		3.70			4.75			5.32			0.06			2.66

Less distributions to shareholders from:
Net investment income		(0.03	)		0.00			0.00			(0.00	)³		0.00
Net realized gain on investments		0.00			(0.02	)		(0.31	)		(0.21	)		0.00

Total distributions		(0.03	)		(0.02	)		(0.31	)		(0.21	)		0.00

Net asset value, end of year	$	25.92		$	22.25		$	17.52		$	12.51		$	12.66

Total return		16.61	%		27.12	%		42.60	%⁴		0.63	%⁴		26.60	%⁴

Ratios/Supplemental data:
Net assets (in millions), end of year	$	782.8		$	539.5		$	53.6		$	10.9		$	5.5

Ratio of operating expenses to average net assets		1.32	%		1.35	%		1.76	%		2.33	%		4.35	%
Less: Reimbursement of expenses by Adviser		0.00	%		0.00	%		(0.41	)%		(0.98	)%		(3.00	)%

Ratio of net operating expenses to average net assets		1.32	%		1.35	%		1.35	%		1.35	%		1.35	%

Ratio of net investment income (loss) to average net assets		0.17	%		(0.23	)%		0.07	%		(0.08	)%		0.14	%

Portfolio turnover rate		24.40	%		19.36	%		30.14	%		70.99	%		58.03	%

INSTITUTIONAL SHARES
	Year Ended December 31,

	2014			2013			2012			2011			2010
Net asset value, beginning of year	$	22.43		$	17.64		$	12.56		$	12.69		$	10.00

Income (loss) from investment operations:
Net investment income		0.11	¹		0.03	¹		0.06	¹		0.02	¹		0.04	¹
Net realized and unrealized gain on investments		3.68			4.81			5.33			0.07	²		2.65

Total from investment operations		3.79			4.84			5.39			0.09			2.69

Less distributions to shareholders from:
Net investment income		(0.08	)		(0.00	)³		0.00			(0.01	)		0.00
Net realized gain on investments		0.00			(0.02	)		(0.31	)		(0.21	)		0.00
Return of capital		0.00			(0.03	)		0.00			0.00			0.00

Total distributions		(0.08	)		(0.05	)		(0.31	)		(0.22	)		0.00

Net asset value, end of year	$	26.14		$	22.43		$	17.64		$	12.56		$	12.69

Total return		16.93	%		27.48	%		42.99	%⁴		0.80	%⁴		26.90	%⁴

Ratios/Supplemental data:
Net assets (in millions), end of year	$	919.7		$	486.1		$	35.5		$	4.9		$	3.2

Ratio of operating expenses to average net assets		1.06	%		1.09	%		1.44	%		2.14	%		4.26	%
Less: Reimbursement of expenses by Adviser		0.00	%		0.00	%		(0.34	)%		(1.04	)%		(3.16	)%

Ratio of net operating expenses to average net assets		1.06	%		1.09	%		1.10	%		1.10	%		1.10	%

Ratio of net investment income to average net assets		0.44	%		0.15	%		0.36	%		0.17	%		0.36	%

Portfolio turnover rate		24.40	%		19.36	%		30.14	%		70.99	%		58.03	%


¹		Based on average shares outstanding.
²		The amount shown for a share outstanding does not correspond with the aggregate realized and unrealized gain (loss) on investments for the period due to the timing of sales and redemptions of fund shares in relation to fluctuating market values of investments of the Fund.
³		Less than $0.01 per share.
⁴		The total returns would have been lower had certain expenses not been reduced during the period shown.

46	See Notes to Financial Statements.

December 31, 2014

Baron Select Funds

FINANCIAL HIGHLIGHTS

BARON EMERGING MARKETS FUND

Selected data for a share outstanding throughout each year:

RETAIL SHARES
	Year Ended December 31,

	2014			2013			2012			2011
Net asset value, beginning of year	$	11.54		$	10.06		$	8.28		$	10.00

Income (loss) from investment operations:
Net investment income (loss)		0.07	¹		(0.06	)¹		(0.04	)¹		(0.03	)¹
Net realized and unrealized gain (loss) on investments		0.33			1.54			1.94			(1.69	)

Total from investment operations		0.40			1.48			1.90			(1.72	)

Less distributions to shareholders from:
Net investment income		(0.03	)		0.00			(0.12	)		0.00
Net realized gain on investments		0.00			0.00			0.00			0.00

Total distributions		(0.03	)		0.00			(0.12	)		0.00

Net asset value, end of year	$	11.91		$	11.54		$	10.06		$	8.28

Total return		3.47	%²		14.71	%²		22.98	%²		(17.20	)%²

Ratios/Supplemental data:
Net assets (in millions), end of year	$	649.7		$	259.6		$	2.9		$	2.0

Ratio of operating expenses to average net assets		1.52	%		1.90	%		4.01	%		4.49	%
Less: Reimbursement of expenses by Adviser		(0.02	)%		(0.40	)%		(2.51	)%		(2.99	)%

Ratio of net operating expenses to average net assets		1.50	%		1.50	%		1.50	%		1.50	%

Ratio of net investment income (loss) to average net assets		0.56	%		(0.53	)%		(0.39	)%		(0.32	)%

Portfolio turnover rate		23.38	%		14.68	%		42.68	%		45.86	%

INSTITUTIONAL SHARES
	Year Ended December 31,

	2014			2013			2012			2011
Net asset value, beginning of year	$	11.56		$	10.05		$	8.30		$	10.00

Income (loss) from investment operations:
Net investment income (loss)		0.09	¹		0.01	¹		(0.01	)¹		(0.01	)¹
Net realized and unrealized gain (loss) on investments		0.34			1.50			1.93			(1.69	)

Total from investment operations		0.43			1.51			1.92			(1.70	)

Less distributions to shareholders from:
Net investment income		(0.05	)		0.00			(0.17	)		0.00
Net realized gain on investments		0.00			0.00			0.00			0.00

Total distributions		(0.05	)		0.00			(0.17	)		0.00

Net asset value, end of year	$	11.94		$	11.56		$	10.05		$	8.30

Total return		3.75	%²		15.02	%²		23.22	%²		(17.00	)%²

Ratios/Supplemental data:
Net assets (in millions), end of year	$	697.8		$	116.0		$	6.0		$	4.3

Ratio of operating expenses to average net assets		1.27	%		1.80	%		3.37	%		3.83	%
Less: Reimbursement of expenses by Adviser		(0.02	)%		(0.55	)%		(2.12	)%		(2.58	)%

Ratio of net operating expenses to average net assets		1.25	%		1.25	%		1.25	%		1.25	%

Ratio of net investment income (loss) to average net assets		0.76	%		0.05	%		(0.14	)%		(0.07	)%

Portfolio turnover rate		23.38	%		14.68	%		42.68	%		45.86	%


¹		Based on average shares outstanding.
²		The total returns would have been lower had certain expenses not been reduced during the period shown.

See Notes to Financial Statements.

Baron Select Funds

December 31, 2014

FINANCIAL HIGHLIGHTS

BARON ENERGY AND RESOURCES FUND

Selected data for a share outstanding throughout each year:

RETAIL SHARES	Year Ended December 31,

	2014			2013			2012
Net asset value, beginning of year	$	11.84		$	9.46		$	10.00

Income (loss) from investment operations:
Net investment loss		(0.01	)¹		(0.01	)¹		(0.03	)¹
Net realized and unrealized gain (loss) on investments		(1.50	)		2.40			(0.51	)

Total from investment operations		(1.51	)		2.39			(0.54	)

Less distributions to shareholders from:
Net investment income		0.00			(0.01	)		0.00
Net realized gain on investments		0.00			0.00			0.00

Total distributions		0.00			(0.01	)		0.00

Net asset value, end of year	$	10.33		$	11.84		$	9.46

Total return		(12.75	)%²		25.32	%²		(5.40	)%²

Ratios/Supplemental data:
Net assets (in millions), end of year	$	39.7		$	29.2		$	1.8

Ratio of operating expenses to average net assets		1.79	%		2.25	%		9.07	%
Less: Reimbursement of expenses by Adviser		(0.44	)%		(0.90	)%		(7.72	)%

Ratio of net operating expenses to average net assets		1.35	%		1.35	%		1.35	%

Ratio of net investment loss to average net assets		(0.04	)%		(0.05	)%		(0.36	)%

Portfolio turnover rate		23.12	%		25.60	%		35.74	%

INSTITUTIONAL SHARES	Year Ended December 31,

	2014			2013			2012
Net asset value, beginning of year	$	11.91		$	9.48		$	10.00

Income (loss) from investment operations:
Net investment income (loss)		0.03	¹		0.02	¹		(0.01	)¹
Net realized and unrealized gain (loss) on investments		(1.53	)		2.41			(0.51	)

Total from investment operations		(1.50	)		2.43			(0.52	)

Less distributions to shareholders from:
Net investment income		0.00			0.00			0.00
Net realized gain on investments		0.00			0.00			0.00

Total distributions		0.00			0.00			0.00

Net asset value, end of year	$	10.41		$	11.91		$	9.48

Total return		(12.59	)%²		25.63	%²		(5.20	)%²

Ratios/Supplemental data:
Net assets (in millions), end of year	$	29.3		$	4.0		$	1.4

Ratio of operating expenses to average net assets		1.52	%		2.84	%		8.65	%
Less: Reimbursement of expenses by Adviser		(0.42	)%		(1.74	)%		(7.55	)%

Ratio of net operating expenses to average net assets		1.10	%		1.10	%		1.10	%

Ratio of net investment income (loss) to average net assets		0.22	%		0.20	%		(0.11	)%

Portfolio turnover rate		23.12	%		25.60	%		35.74	%


¹		Based on average shares outstanding.
²		The total returns would have been lower had certain expenses not been reduced during the period shown.

48	See Notes to Financial Statements.

December 31, 2014

Baron Select Funds

FINANCIAL HIGHLIGHTS

BARON GLOBAL ADVANTAGE FUND

Selected data for a share outstanding throughout each year:

RETAIL SHARES	Year Ended December 31,

	2014			2013			2012¹
Net asset value, beginning of year	$	13.51		$	10.41		$	10.00

Income (loss) from investment operations:
Net investment income (loss)		0.02	²		(0.02	)²		(0.02	)²
Net realized and unrealized gain on investments		0.67			3.12			0.43

Total from investment operations		0.69			3.10			0.41

Less distributions to shareholders from:
Net investment income		0.00			0.00			0.00
Net realized gain on investments		(0.00	)³		0.00			0.00

Total distributions		(0.00	)		0.00			0.00

Net asset value, end of year	$	14.20		$	13.51		$	10.41

Total return		5.11	%^4,5		29.78	%⁴		4.10	%^4,6

Ratios/Supplemental data
Net assets (in millions), end of year	$	3.9		$	2.3		$	1.5

Ratio of operating expenses to average net assets		3.61	%		5.51	%		8.35	%^7,8
Less: Reimbursement of expenses by Adviser		(2.11	)%		(4.01	)%		(6.85	)%^7,8

Ratio of net operating expenses to average net assets		1.50	%		1.50	%		1.50	%^7,8

Ratio of net investment income (loss) to average net assets		0.18	%		(0.20	)%		(0.38	)%^7,8

Portfolio turnover rate		123.51	%		32.78	%		24.64	%⁶

INSTITUTIONAL SHARES	Year Ended December 31,

	2014			2013			2012¹
Net asset value, beginning of year	$	13.56		$	10.42		$	10.00

Income (loss) from investment operations:
Net investment income (loss)		0.07	²		0.00	^2,3		(0.02	)²
Net realized and unrealized gain on investments		0.65			3.14			0.44

Total from investment operations		0.72			3.14			0.42

Less distributions to shareholders from:
Net investment income		0.00			0.00			0.00
Net realized gain on investments		(0.00	)³		0.00			0.00

Total distributions		(0.00	)		0.00			0.00

Net asset value, end of year	$	14.28		$	13.56		$	10.42

Total return		5.32	%^4,5		30.13	%⁴		4.20	%^4,6

Ratios/Supplemental data:
Net assets (in millions), end of year	$	4.1		$	3.3		$	1.6

Ratio of operating expenses to average net assets		2.92	%		4.91	%		7.33	%^7,8
Less: Reimbursement of expenses by Adviser		(1.67	)%		(3.66	)%		(6.08	)%^7,8

Ratio of net operating expenses to average net assets		1.25	%		1.25	%		1.25	%^7,8

Ratio of net investment income (loss) to average net assets		0.48	%		0.02	%		(0.30	)%^7,8

Portfolio turnover rate		123.51	%		32.78	%		24.64	⁶


¹		For the period April 30, 2012 (commencement of operations) to December 31, 2012.
²		Based on average shares outstanding.
³		Less than $0.01 per share.
⁴		The total returns would have been lower had certain expenses not been reduced during the period shown.
⁵		The Adviser made a voluntary payment to the Fund in the amount of $47,291 to compensate the Fund for a loss incurred due to a shareholder activity processing error. The impact of this payment increased the Fund’s total return by 0.54%.
⁶		Not Annualized.
⁷		Certain fixed expenses incurred by the Fund were not annualized for the period ended December 31, 2012.
⁸		Annualized.

See Notes to Financial Statements.

Baron Select Funds

December 31, 2014

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Trustees of
Baron Select Funds

In our opinion, the accompanying statements of assets and liabilities, including the statements of net assets, and the related statements of operations and of changes in net assets and of cash flows (Baron Partners Fund only) and the financial highlights present fairly, in all material respects, the financial position of each of Baron Partners Fund, Baron Focused Growth Fund, Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund, Baron Energy and Resources Fund and Baron Global Advantage Fund (seven of the portfolios constituting the Baron Select Funds, hereafter referred to as the “Funds”) at December 31, 2014, the results of each of their operations and cash flows (Baron Partners Fund only) for the year then ended, the changes in each of their net assets for each of the two years in the period then ended, and the financial highlights for each of the periods presented, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 2014 by correspondence with the custodian, brokers, portfolio companies, and transfer agents provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
February 25, 2015

December 31, 2014

Baron Select Funds

TAX INFORMATION (Unaudited)

The federal tax status of distributions paid by the Funds during the year ended December 31, 2014 are listed below.

During the fiscal year ended December 31, 2014, the Funds’ distributions to shareholders included:

	Ordinary		Long-Term
Fund	Income^1,3		Capital Gains^2,3
Baron Focused Growth Fund	$	—		$1,168,756
Baron International Growth Fund		101,998		2,751,644
Baron Real Estate Fund		3,698,225		—
Baron Emerging Markets Fund		4,415,521		—
Baron Global Advantage Fund		476		—


¹		For tax purposes, short-term capital gains are considered ordinary income distributions.
²		Long-term capital gains are subject to a maximum allowable rate of 20% for individuals pursuant to the American Taxpayer Relief Act of 2012.
³		Under the Patient Protection and Affordable Care Act, higher income taxpayers must pay a 3.8% additional tax on net investment income.

Of the total ordinary income distributions paid by Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund and Baron Global Advantage Fund, 100.00%, 100.00%, 86.57% and 21.00%, respectively, is qualified dividend income subject to a reduced tax rate. Of the total ordinary income distributions paid by Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund and Baron Global Advantage Fund, 13.96%, 100.00%, 0.00% and 0.06%, respectively, qualifies for the corporate dividends received deduction.

The information and distributions reported may differ from the information and distributions taxable to the shareholders for the calendar year ended December 31, 2014. The information necessary to complete your income tax return for the calendar year ended December 31, 2014 will be listed on the Form 1099-DIV, which was mailed to you in January/February 2015.

Baron Select Funds

December 31, 2014

FUND EXPENSES (Unaudited)

As a shareholder of the Funds, you may incur two types of costs: ongoing expenses and transaction costs. Ongoing expenses include advisory fees, distribution and service (12b-1) fees and other Fund expenses. Due to the payment of Rule 12b-1 fees, long-term shareholders may indirectly pay more than the maximum permitted front-end sales charge. The information on this page is intended to help you understand your ongoing costs of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The information in the following table is based on an investment of $1,000 invested on July 1, 2014 and held for the six months ended December 31, 2014.

ACTUAL EXPENSES

The table below titled “Based on Actual Total Return” provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the heading titled “Expenses Paid During the Period”.

BASED ON ACTUAL TOTAL RETURN FOR THE SIX MONTHS ENDED DECEMBER 31, 2014¹

	Actual Total Return			Beginning Account Value July 1, 2014			Ending Account Value December 31, 2014				Annualized Expense Ratio			Expenses Paid During the Period³
Baron Partners Fund — Retail Shares ²		0.22	%		$	1,000.00		$	1,002.20			1.52	%²		$	7.67
Baron Partners Fund — Institutional Shares ²		0.35	%		$	1,000.00		$	1,003.50			1.27	%²		$	6.41
Baron Focused Growth Fund — Retail Shares		0.13	%		$	1,000.00		$	1,001.30	⁴		1.35	%⁵		$	6.81
Baron Focused Growth Fund — Institutional Shares		0.20	%		$	1,000.00		$	1,002.00			1.08	%		$	5.45
Baron International Growth Fund — Retail Shares		(7.32	)%		$	1,000.00		$	926.80	⁴		1.50	%⁵		$	7.28
Baron International Growth Fund — Institutional Shares		(7.18	)%		$	1,000.00		$	928.20	⁴		1.25	%⁵		$	6.08
Baron Real Estate Fund — Retail Shares		6.65	%		$	1,000.00		$	1,066.50			1.31	%		$	6.82
Baron Real Estate Fund — Institutional Shares		6.78	%		$	1,000.00		$	1,067.80			1.06	%		$	5.52
Baron Emerging Markets Fund — Retail Shares		(4.55	)%		$	1,000.00		$	954.50			1.50	%		$	7.39
Baron Emerging Markets Fund — Institutional Shares		(4.36	)%		$	1,000.00		$	956.40			1.25	%		$	6.16
Baron Energy & Resources Fund — Retail Shares		(27.86	)%		$	1,000.00		$	721.40	⁴		1.35	%⁵		$	5.86
Baron Energy & Resources Fund — Institutional Shares		(27.81	)%		$	1,000.00		$	721.90	⁴		1.10	%⁵		$	4.77
Baron Global Advantage Fund — Retail Shares		(0.97	)%		$	1,000.00		$	990.30	⁴		1.50	%⁵		$	7.52
Baron Global Advantage Fund — Institutional Shares		(0.90	)%		$	1,000.00		$	991.00	⁴		1.25	%⁵		$	6.27

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The table below titled “Based on Hypothetical Total Return” provides information about hypothetical account values and hypothetical expenses based on the actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account values and expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the Funds and other funds. To do so, compare the 5% hypothetical example relating to the Funds with the 5% hypothetical examples that appear in the shareholder reports of other funds.

Please note that expenses shown in the table below are meant to highlight your ongoing costs and do not reflect any transactional costs, such as redemption fees, if any. Therefore, the table is useful in comparing ongoing costs only and will not help you determine your relative total costs of owning different mutual funds. In addition, if these transactional costs were included, your costs would have been higher.

BASED ON HYPOTHETICAL TOTAL RETURN FOR THE SIX MONTHS ENDED DECEMBER 31, 2014

	Hypothetical			Beginning			Ending				Annualized			Expenses
	Annualized			Account Value			Account Value				Expense			Paid During
	Total Return			July 1, 2014			December 31, 2014				Ratio			the Period³
Baron Partners Fund — Retail Shares²		5.00	%		$	1,000.00		$	1,017.54			1.52	%²		$	7.73
Baron Partners Fund — Institutional Shares²		5.00	%		$	1,000.00		$	1,018.80			1.27	%²		$	6.46
Baron Focused Growth Fund — Retail Shares		5.00	%		$	1,000.00		$	1,018.40	⁴		1.35	%⁵		$	6.87
Baron Focused Growth Fund — Institutional Shares		5.00	%		$	1,000.00		$	1,019.76			1.08	%		$	5.50
Baron International Growth Fund — Retail Shares		5.00	%		$	1,000.00		$	1,017.64	⁴		1.50	%⁵		$	7.63
Baron International Growth Fund — Institutional Shares		5.00	%		$	1,000.00		$	1,018.90	⁴		1.25	%⁵		$	6.36
Baron Real Estate Fund — Retail Shares		5.00	%		$	1,000.00		$	1,018.60			1.31	%		$	6.67
Baron Real Estate Fund — Institutional Shares		5.00	%		$	1,000.00		$	1,019.86			1.06	%		$	5.40
Baron Emerging Markets Fund — Retail Shares		5.00	%		$	1,000.00		$	1,017.64			1.50	%		$	7.63
Baron Emerging Markets Fund — Institutional Shares		5.00	%		$	1,000.00		$	1,018.90			1.25	%		$	6.36
Baron Energy & Resources Fund — Retail Shares		5.00	%		$	1,000.00		$	1,018.40	⁴		1.35	%⁵		$	6.87
Baron Energy & Resources Fund — Institutional Shares		5.00	%		$	1,000.00		$	1,019.66	⁴		1.10	%⁵		$	5.60
Baron Global Advantage Fund — Retail Shares		5.00	%		$	1,000.00		$	1,017.64	⁴		1.50	%⁵		$	7.63
Baron Global Advantage Fund — Institutional Shares		5.00	%		$	1,000.00		$	1,018.90	⁴		1.25	%⁵		$	6.36


¹		Assumes reinvestment of all dividends and capital gain distributions, if any.
²		Annualized expense ratio for Baron Partners Fund for the six months ended December 31, 2014, includes 1.30% and 1.05% for net operating expenses and 0.22% and 0.22% for interest expense for the Retail and Institutional Shares, respectively.
³		Expenses are equal to each Share Class’ respective annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year, then divided by 365.
⁴		Ending account value assumes the return earned after waiver and would have been lower if a portion of the expenses had not been waived.
⁵		Annualized expense ratios are adjusted to reflect fee waiver.

December 31, 2014

Baron Select Funds

MANAGEMENT OF THE FUNDS (Unaudited)

Board of Trustees and Officers.

Trustees of the Trust, together with information as to their positions with the Trust, principal occupations and other board memberships and affiliations for the past five years, are shown below. Each Trustee serves as Trustee of a Fund until its termination; until the Trustee’s retirement, resignation or death; or as otherwise specified in the Trust’s organizational documents. Unless otherwise noted, the address of each Executive Officer and Trustee is Baron Select Funds, 767 Fifth Avenue, 49th Floor, New York, NY 10153. All Trustees listed below, whether Interested or Independent, serve as Trustees for the Trust. Additional information about the Trustees and Officers of the Trust can be found in the Trust’s Statement of Additional Information (the “SAI”) which may be obtained without charge by writing or calling 1-800-99BARON. The SAI is also available on the Baron Funds^® website, www.BaronFunds.com.

				Number of
				Portfolios
				in Fund
				Complex	Other
	Position(s) Held	Length of	Principal Occupation(s)	Overseen	Trustee/Directorships
Name, Address & Age	With the Funds	Time Served	During the Past Five Years	by Trustee	During Past 5 Years
Interested Trustees
Ronald Baron^(1),(2) 767 Fifth Avenue New York, NY 10153 Age: 71	Chief Executive Officer, Chief Investment Officer, Trustee and Portfolio Manager	11 years	Director, Chairman, CEO and CIO: the Firm* (1982-Present); Trustee: Baron Investment Funds Trust (1987-Present); Trustee: Baron Select Funds (2003-Present); Portfolio Manager: Baron USA Partners Fund, Ltd. (2003-Present); Portfolio Manager: Baron Managed Funds plc (2005-2009).	13	None

Linda S. Martinson^(1),(2) 767 Fifth Avenue New York, NY 10153 Age: 59	Chairman, President, Chief Operating Officer and Trustee	11 years	Director: the Firm* (2003-Present); Secretary: the Firm* (2003-2008); President: the Firm* (2007- Present); Chief Operating Officer: the Firm (2006-present); Chairman (2010-Present) President (2007-Present), Trustee (1987-Present), Secretary (2003-2008): Baron Investment Funds Trust; Chairman (2010-Present) President (2007-Present), Trustee (2003-Present): Baron Select Funds; Director: Baron USA Partners Fund, Ltd. (2006-Present); Director: Baron Managed Funds plc (2005-2009).	13	None


Baron Select Funds	December 31, 2014

MANAGEMENT OF THE FUNDS (Unaudited) (Continued)

				Number of
				Portfolios
				in Fund
				Complex	Other
	Position(s) Held	Length of	Principal Occupation(s)	Overseen	Trustee/Directorships
Name, Address & Age	With the Funds	Time Served	During the Past Five Years	by Trustee	During Past 5 Years

Independent Trustees

Norman S. Edelcup^(3),(4),(5)	Trustee	11 years	Mayor (2003-2013): Sunny Isles Beach, Florida;	13	Director: CompX
244 Atlantic Isle			Trustee: Baron Investment Funds Trust (1987-		International, Inc.
Sunny Isles Beach, FL 33160			Present), Baron Select Funds (2003-Present).		(diversified manufacturer of
Age: 79					engineered components)
					(2006-Present); Director:
					Valhi, Inc. (diversified
					company) (1975-Present).

Harold W. Milner^(4),(5)	Trustee	11 years	Trustee: Baron Investment Funds Trust (1987-	13	None
2293 Morningstar Drive			Present), Baron Select Funds (2003-Present).
Park City, UT 84060
Age: 79

Raymond Noveck^(3),(4),(5)	Lead Trustee	11 years	Private Investor (1999-Present); Trustee: Baron	13	None
31 Karen Road			Investment Funds Trust (1987-Present), Baron
Waban, MA 02468			Select Funds (2003-Present).
Age: 71

Anita Rosenberg^(4),(5)	Trustee	1 year	Senior Advisor: Magnetar Capital (2011-2012);		Director: Golub Capital
1235 N. Astor Street			Trustee: Baron Investment Funds Trust,		BDC, Inc.
Chicago, IL 60610			Baron Select Funds (2013-Present).		(2011-Present).
Age: 50

David A. Silverman, MD^(4),(5)	Trustee	11 years	Physician and Faculty: New York University	13	None
146 Central Park West			School of Medicine (1976-Present); Trustee: Baron
New York, NY 10024			Investment Funds Trust (1987-Present), Baron
Age: 64			Select Funds (2003-Present).

Alex Yemenidjian^(4),(5)	Trustee	9 years	Chairman and CEO: Tropicana Las Vegas (gaming)	13	Director: Guess?, Inc.
3801 Las Vegas Blvd. South			(2009-Present); Chairman and CEO: Armenco		(2005-Present);
Las Vegas, NV 89109			Holdings, LLC (investment company) (2005-		Director: Regal
Age: 58			Present); Trustee: Baron Investment Funds Trust		Entertainment Group
			(2006-Present), Baron Select Funds (2006-Present).		(2005-Present).


December 31, 2014	Baron Select Funds

MANAGEMENT OF THE FUNDS (Unaudited) (Continued)

				Number of
				Portfolios
				in Fund
				Complex	Other
	Position(s) Held	Length of	Principal Occupation(s)	Overseen	Trustee/Directorships
Name, Address & Age	With the Funds	Time Served	During the Past Five Years	by Trustee	During Past 5 Years

Additional Officers of the Funds

Louis Beasley	Vice President and	<1 year	Chief Compliance Officer: Baron Capital Group, Inc.,	N/A	N/A
767 Fifth Avenue	Chief Compliance	(appointed	BAMCO, Inc., Baron Capital Management Inc., Baron
New York, NY 10153	Officer	9/2014)	Investment Funds Trust, Baron Select Funds, Baron
Age: 43			USA Partners Fund, Ltd. (9/2014-Present);
			Vice President: the Firm* (9/2014-Present);
			Principal and Director of Investment Management
			Compliance and Risk Management: Bessemer Trust
			(2006-9/2014).

Clifford Greenberg	Senior Vice	10 years	Director and Senior Vice President: the Firm*	N/A	N/A
767 Fifth Avenue	President and		(1997-Present); Portfolio Manager: Baron Small
New York, NY 10153	Portfolio Manager		Cap Fund (1997-Present).
Age: 55

Patrick M. Patalino	Vice President,	7 years	Vice President and General Counsel: the Firm*,	N/A	N/A
767 Fifth Avenue	General Counsel		Baron Investment Funds Trust, Baron Select
New York, NY 10153	and Secretary		Funds, (2007-Present); Baron USA Partners Fund,
Age: 46			Ltd. (2007-Present); Secretary: the Firm* (2008-
			Present), Baron Investment Funds Trust, Baron
			Select Funds (2008-Present).

Andrew Peck	Senior Vice	11 years	Vice President: BAMCO, Inc. (2003-Present),	N/A	N/A
767 Fifth Avenue	President and		Baron Investment Funds Trust, Baron
New York, NY 10153	Portfolio Manager		Select Funds (2003-Present); Portfolio Manager:
Age: 45			Baron Asset Fund (2008-Present); Vice President,
			Research Analyst: Baron Capital, Inc. (1998-
			Present); Co-Portfolio Manager (mid cap
			accounts): Baron Capital Management, Inc.
			(2006-Present).

Susan Robbins	Vice President	11 years	Director, Vice President and Senior Analyst: the	N/A	N/A
767 Fifth Avenue			Firm* (1982-Present); Vice President: Baron
New York, NY 10153			Investment Funds Trust (1994-Present), Baron
Age: 60			Select Funds (2003-Present).

Peggy C. Wong	Vice President,	11 years	Chief Financial Officer and Treasurer: the Firm*	N/A	N/A
767 Fifth Avenue	Treasurer and		(1987-Present), Baron Investment Funds Trust
New York, NY 10153	Chief Financial		(1987-Present), Baron Select Funds (2003-Present),
Age: 53	Officer		Baron USA Partners Fund, Ltd. (1993-Present),
			Baron Managed Funds plc. (2005-2009).

*		The Firm (Baron Capital Group, Inc. (“BCG”) with its subsidiaries BCI, Baron Capital Management, Inc. (“BCM”) and BAMCO).
⁽¹⁾		Trustees deemed to be “interested persons”(as defined in the 1940 Act) of the Funds by reason of their employment with the Funds’ Adviser and Distributor.
⁽²⁾		Members of the Executive Committee, which is empowered to exercise all of the powers, including the power to declare dividends, of the full Board when the full Board is not in session.
⁽³⁾		Members of the Audit Committee.
⁽⁴⁾		Members of the Nominating Committee.
⁽⁵⁾		Members of the Independent Committee.

DECEMBER 31

Item 2.	Code of Ethics.

The Registrant has adopted a Code of Ethics for Principal Executive and Senior Financial Officers (the “Code”). Upon request, the Registrant will provide a copy of the Code to any person without charge. To obtain a copy of the Code, please send your request to info@Baronfunds.com or call 1-800-99BARON (1-800-992-2766).

Item 3.	Audit Committee Financial Expert.

The Registrant’s Board of Trustees has determined that the Registrant has two audit committee financial experts serving on its Audit Committee, Norman S. Edelcup and Raymond Noveck. Both Mr. Edelcup and Mr. Noveck are “independent” for purposes of Item 3(a)(2) of Form N-CSR.

Item 4.	Principal Accountant Fees and Services.

The following table shows the fees paid to PricewaterhouseCoopers, LLP, the Registrant’s principal accounting firm during the fiscal years ended December 31, 2014 and December 31, 2013:

(a) Audit Fees: for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings or engagements:
	2014			2013

Baron Select Funds	$	219,395	$	226,660

(b) Audit-Related Fees: for assurance and related services that are reasonably related to the performance of the audit and are not included as Audit Fees:

	2014			2013

Baron Select Funds	$	0	$	0

(c) Tax Fees: for professional services rendered for tax compliance, tax advice and tax planning:

	2014			2013

Baron Select Funds	$	77,480	$	82,725

The Tax Fees represent services provided in connection with the preparation of tax returns and year-end distribution review.

(d) All Other Fees: for products and services provided by such accounting firm that are not included in (a), (b) or (c) above:

	2014			2013

Baron Select Funds	$	0	$	0

(e) Audit Committee Pre-Approval Policies and Procedures: (i) Pursuant to paragraph (c)(7) of Rule 2-01 of Regulation S-X and to its charter, the Audit Committee shall pre-approve all audit and non-audit services provided by the independent auditors and in connection therewith to review and evaluate the qualifications, independence and performance of the Fund’s independent auditors; (ii) 100% of the services described in each of items 4(b) through 4(d) were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.


(f) Not Applicable.

(g) The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the registrant, and rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for the last two fiscal years is as follows:

	2014: $66,300

	2013: $49,035

(h) Not Applicable.

Item 5.	Audit Committee of Listed Registrants.

The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Norman S. Edelcup and Raymond Noveck.

Item 6.	Schedule of Investments.

Included herein under Item 1.

Item 7.	Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8.	Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9.	Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10.	Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11.	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 second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12.	Exhibits.

(a) (2) Certification of each of the principal executive officers and principal financial officers of the Registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as a part of EX-99.CERT.

(b) Certification of each of the principal executive officers and principal financial officers of the Registrant as required by Section 906 of the Sarbanes-Oxley Act of 2002 is attached hereto as a part of EX-99.906CERT.

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 SELECT FUNDS

	By:	/s/ Ronald Baron

		Ronald Baron
		Chief Executive Officer

	Date: March 6, 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

	Date: March 6, 2015

	By:	/s/ Peggy Wong

		Peggy Wong
		Treasurer and Chief Financial Officer

	Date: March 6, 2015

Baron Partners Fund (BPTRX) N-CSRCertified annual shareholder report (management investment company)