BARON INVESTMENT FUNDS TRUST NCSRS Certified semi-annual shareholder report (management investment company)


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORMN-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:811-5032

BARON INVESTMENT FUNDS TRUST f/k/a

BARON ASSET FUND

(Exact Name of Registrant as Specified in Charter)

767 Fifth Avenue, 49th Floor

New York, NY 10153

(Address of Principal Executive Offices) (Zip Code)

Patrick M. Patalino, General Counsel

c/o Baron Investment Funds Trust

767 Fifth Avenue, 49th Floor

New York, NY 10153

(Name and Address of Agent for Service)

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

Date of fiscal year end: September 30

Date of reporting period: March 31, 2019

FormN-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 Rule30e-1 under the Investment Company Act of 1940 (17CRF270.30e-1). The Commission may use the information provided on FormN-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by FormN-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in FormN-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 Asset Fund

Baron Growth Fund

Baron Small Cap Fund

Baron Opportunity Fund

Baron Fifth Avenue Growth Fund

Baron Discovery Fund

Baron Durable Advantage Fund

March 31, 2019

Baron Funds^®

Baron Investment Funds Trust

Semi-Annual Financial Report


Baron Asset Fund
*Ticker Symbols:*
Retail Shares: BARAX Institutional Shares: BARIX R6 Shares: BARUX
Performance			2
Top Ten Holdings			3
Sector Breakdown			3
Management’s Discussion of Fund Performance			3
Baron Growth Fund
*Ticker Symbols:*
Retail Shares: BGRFX Institutional Shares: BGRIX R6 Shares: BGRUX
Performance			4
Top Ten Holdings			5
Sector Breakdown			5
Management’s Discussion of Fund Performance			5
Baron Small Cap Fund
*Ticker Symbols:*
Retail Shares: BSCFX Institutional Shares: BSFIX R6 Shares: BSCUX
Performance			6
Top Ten Holdings			7
Sector Breakdown			7
Management’s Discussion of Fund Performance			7
Baron Opportunity Fund
*Ticker Symbols:*
Retail Shares: BIOPX Institutional Shares: BIOIX R6 Shares: BIOUX
Performance			8
Top Ten Holdings			9
Sector Breakdown			9
Management’s Discussion of Fund Performance			9
Baron Fifth Avenue Growth Fund
*Ticker Symbols:*
Retail Shares: BFTHX Institutional Shares: BFTIX R6 Shares: BFTUX
Performance			10
Top Ten Holdings			11
Sector Breakdown			11
Management’s Discussion of Fund Performance			11
Baron Discovery Fund
*Ticker Symbols:*
Retail Shares: BDFFX Institutional Shares: BDFIX R6 Shares: BDFUX
Performance			12
Top Ten Holdings			13
Sector Breakdown			13
Management’s Discussion of Fund Performance			13
Baron Durable Advantage Fund
*Ticker Symbols:*
Retail Shares: BDAFX Institutional Shares: BDAIX R6 Shares: BDAUX
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			29
Statements of Operations			31
Statements of Changes in Net Assets			33
Notes to Financial Statements			36

Financial Highlights			45

Fund Expenses			52

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Funds’ shareholder reports like this one will no longer be sent by mail, unless you specifically request paper copies of the reports from Baron Funds (“Baron”) or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on the Baron website, and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from Baron or your financial intermediary electronically by contacting your financial intermediary or going toicsdelivery.com/baronfunds.

You may elect to receive all future reports in paper free of charge. You can inform Baron or your financial intermediary that you wish to continue receiving paper copies of your shareholder reports by following the instructions included on the envelope or slip inserted with this disclosure. Your election to receive reports in paper will apply to all funds held with Baron or your financial intermediary.

DEAR BARON INVESTMENT FUNDS SHAREHOLDER:

In this report, you will find unaudited financial statements for Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund and Baron Durable Advantage Fund (the “Funds”) for the six months ended March 31, 2019. 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

Chief Executive Officer and

Chief Investment Officer

May 28, 2019

Linda S. Martinson

Chairman, President and

Chief Operating Officer

May 28, 2019

Peggy Wong

Treasurer and

Chief Financial Officer

May 28, 2019

This Semi-Annual Financial Report is for the Baron Investment Funds Trust, which currently has seven series: Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund and Baron Durable Advantage Fund. If you are interested in Baron Select Funds, which contains the Baron Partners Fund, Baron Focused Growth Fund, Baron International Growth Fund, Baron Real Estate Fund, Baron Emerging Markets Fund, Baron Global Advantage Fund, Baron Real Estate Income Fund, Baron WealthBuilder Fund and Baron Health Care Fund series, please visit the Funds’ website at www.BaronFunds.com or contact us at1-800-99BARON.

The Funds’ Proxy Voting Policy is available without charge and can be found on the Funds’ website at www.BaronFunds.com, by clicking on the “Legal Notices” link at the bottom left corner of the homepage or by calling1-800-99BARON 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 as an exhibit to their reports on Form N-PORT. The Funds’ Form N-PORT reports are available on the SEC’s website at www.sec.gov. Schedules of portfolio holdings current to the most recent quarter are also available on the Funds’ website.

Some of the comments contained in this report 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.

LOGO


Baron Asset Fund(Unaudited)		March 31, 2019

COMPARISONOFTHECHANGEIN VALUEOF $10,000INVESTMENTIN BARON ASSET FUND (RETAIL SHARES)

INRELATIONTOTHE RUSSELL MIDCAP GROWTH INDEXANDTHE S&P 500 INDEX

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AVERAGE ANNUAL TOTAL RETURNSFORTHEPERIODSENDED MARCH 31, 2019
	Six Months*		One Year		Three Years		Five Years		Ten Years		Since Inception (June 12, 1987)
Baron Asset Fund — Retail Shares^1,2		0.59%		14.88%		17.84%		11.86%		17.20%		11.61%
Baron Asset Fund — Institutional Shares^1,2,4		0.72%		15.16%		18.15%		12.16%		17.51%		11.70%
Baron Asset Fund — R6 Shares^1,2,4		0.72%		15.18%		18.15%		12.15%		17.50%		11.70%
Russell Midcap Growth Index¹		0.49%		11.51%		15.06%		10.89%		17.60%		10.18%	³
S&P 500 Index¹		(1.72)%		9.50%		13.51%		10.91%		15.92%		9.72%

*	Not Annualized.

The indexes are unmanaged. The Russell Midcap^TM 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 the Fund are with dividends reinvested, which positively impact the performance results.

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.

³	For the period June 30, 1987 to March 31, 2019.

⁴

Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares. Performance for the R6 Shares prior to January 29, 2016 is based on the performance of the Institutional Shares, and prior to May 29, 2009 is based on the Retail Shares. The Retail Shares have a distribution fee, but Institutional Shares and R6 Shares do not. If the annual returns for the Institutional Shares and R6 Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher.


March 31, 2019 (Unaudited)		Baron Asset Fund

TOP TEN HOLDINGSASOF MARCH 31, 2019


	Percent of Net Assets
Gartner, Inc.		5.8%
IDEXX Laboratories, Inc.		5.4%
Mettler-Toledo International, Inc.		4.5%
Verisk Analytics, Inc.		4.4%
Vail Resorts, Inc.		3.5%
Guidewire Software, Inc.		3.4%
Verisign, Inc.		3.2%
ANSYS, Inc.		2.8%
FactSet Research Systems, Inc.		2.7%
CoStar Group, Inc.		2.5%

		38.2%

SECTOR BREAKDOWNASOF MARCH 31, 2019^†

(as a percentage of net assets)

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MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For thesix-month period ended March 31, 2019, Baron Asset Fund¹ increased 0.59%, while the Russell Midcap Growth Index gained 0.49% and the S&P 500 Index declined 1.72%.

Baron Asset Fund invests primarily inmedium-sized growth companies for the long term, using a value-oriented purchase discipline. The Fund purchases companies that we believe have sustainable competitive advantages, strong financial characteristics, and exceptional management; and operate in industries with favorable growth characteristics.

Thesix-month period was a roller coaster ride for the markets. The first three months were exceptionally volatile, culminating with a steep slide in December that took most indexes into bear market territory. Projections of a slowdown in economic momentum and corporate earnings growth coupled with rising interest rates spurred therisk-off behavior. The U.S.-China trade dispute and partial federal government shutdown also pressured equities. In January, the market abruptly reversed course, and over the next three months, recovered almost all the decline as it shrugged off many of the concerns that had roiled stocks over the prior three months. Investors cheered perceived progress on U.S.-China trade negotiations, attractive stock valuations, and indications that Federal Reserve policies would become more dovish. On top of that, near-term recession fears appeared to moderate.

Information Technology, Financials, and Real Estate were the top contributing sectors in the period. Consumer Discretionary and Health Care were the top detractors.

Weighing instruments manufacturer Mettler-Toledo International, Inc. was the top contributor due to strong sales and earnings growth and solid 2019 guidance. Management commentary regarding the company’s demand environment was positive. Mettler has not seen a slowdown in China and has taken steps to mitigate the impact of tariffs, although the company still stands to benefit from their reduction or removal. Mettler’s board authorized an increase in balance sheet leverage to repurchase stock.

The top detractor was Vail Resorts, Inc., a global operator of ski resorts, due to destination visitation that missed investor expectations. The company also lowered its 2019 guidance by 4.5%. We retain conviction. Business improved over the holiday season and Vail continues to lock up 50% of its lift ticket revenue before the ski season starts and generate strong cash flow.

We continue to believe thatmid-sized growth stocks represent an attractive investment opportunity. The U.S. economy remains among the world’s healthiest, its equity market multiples remain within the range of their long-term historic averages, and interest rates continue to be quite low by historic standards. We believe our diversified portfolio of fast growing, well managed, competitively advantaged businesses will continue to perform well in this environment. There is, of course, no guarantee that this will be the case.

^†

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 Growth Fund(Unaudited)		March 31, 2019

COMPARISONOFTHECHANGEIN VALUEOF $10,000INVESTMENTIN BARON GROWTH FUND (RETAIL SHARES)

INRELATIONTOTHE RUSSELL 2000 GROWTH INDEXANDTHE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNSFORTHEPERIODSENDED MARCH 31, 2019
	Six Months*		One Year		Three Years		Five Years		Ten Years		Since Inception (December 31, 1994)
Baron Growth Fund — Retail Shares^1,2		(0.99)%		15.27%		16.62%		9.66%		16.63%		13.12%
Baron Growth Fund — Institutional Shares^1,2,3		(0.87)%		15.57%		16.92%		9.94%		16.92%		13.23%
Baron Growth Fund — R6 Shares^1,2,3		(0.87)%		15.56%		16.92%		9.94%		16.92%		13.23%
Russell 2000 Growth Index¹		(8.22)%		3.85%		14.87%		8.41%		16.52%		7.98%
S&P 500 Index¹		(1.72)%		9.50%		13.51%		10.91%		15.92%		9.89%

*	Not Annualized.

The indexes are unmanaged. The Russell 2000^® Growth Index measures the performance of small-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 the Fund are with dividends reinvested, which positively impact the performance results.


March 31, 2019 (Unaudited)		Baron Growth Fund

TOP TEN HOLDINGSASOF MARCH 31, 2019


	Percent of Net Assets
Vail Resorts, Inc.		7.0%
CoStar Group, Inc.		6.1%
MSCI, Inc.		5.5%
Gartner, Inc.		5.2%
Arch Capital Group Ltd.		4.9%
FactSet Research Systems, Inc.		4.7%
ANSYS, Inc.		4.2%
IDEXX Laboratories, Inc.		3.8%
SS&C Technologies Holdings, Inc.		3.6%
Iridium Communications Inc.		3.6%

		48.6%

SECTOR BREAKDOWNASOF MARCH 31, 2019^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For thesix-month period ended March 31, 2019, Baron Growth Fund¹ declined 0.99%, outperforming the Russell 2000 Growth Index, which declined 8.22% and the S&P 500 Index, which declined 1.72%.

Baron Growth Fund invests primarily insmall-sized U.S. growth companies for the long term. Through independent research, we utilize an investment approach that we believe allows us to look at a business’s fundamental characteristics and beyond the current market environment. We invest based on the potential profitability of a business at what we believe are attractive valuations.

Financials and Real Estate were the top contributing sectors in the period. Holdings in Consumer Discretionary, Health Care, and Industrials detracted.

MSCI, Inc., a leading provider of investment decision support tools, was the top contributor to performance due to solid earnings results and an upbeat investor day presentation in which management presented an optimistic long-term financial model. We retain conviction in MSCI because we believe the company owns strong franchises and stands to benefit from several prominent tailwinds.

The Fund continues to invest in a portfolio of businesses that have better financial characteristics than the benchmark index against which it is compared. These businesses have higher operating profit margins, net margins, EBITDA margins, return on invested capital, return on equity, return on assets, and lower standard deviations of earnings growth. While we do not try to predict short-term macro developments or current events, we believe conditions remain favorable for the U.S. economy and equity markets.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Small Cap Fund(Unaudited)		March 31, 2019

COMPARISONOFTHECHANGEIN VALUEOF $10,000INVESTMENTIN BARON SMALL CAP FUND (RETAIL SHARES)

IN RELATIONTOTHE RUSSELL 2000 GROWTH INDEXANDTHE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNSFORTHEPERIODSENDED MARCH 31, 2019
	Six Months*		One Year		Three Years		Five Years		Ten Years		Since Inception (September 30, 1997)
Baron Small Cap Fund — Retail Shares^1,2		(4.10)%		10.84%		17.91%		9.16%		16.08%		10.11%
Baron Small Cap Fund — Institutional Shares^1,2,3		(3.94)%		11.20%		18.23%		9.45%		16.37%		10.24%
Baron Small Cap Fund — R6 Shares^1,2,3		(3.95)%		11.17%		18.22%		9.45%		16.37%		10.24%
Russell 2000 Growth Index¹		(8.22)%		3.85%		14.87%		8.41%		16.52%		6.12%
S&P 500 Index¹		(1.72)%		9.50%		13.51%		10.91%		15.92%		7.23%

*	Not Annualized.


March 31, 2019 (Unaudited)		Baron Small Cap Fund

TOP TEN HOLDINGSASOF MARCH 31, 2019


	Percent of Net Assets
Gartner, Inc.		4.3%
Guidewire Software, Inc.		3.9%
TransDigm Group, Inc.		3.1%
Waste Connections, Inc.		3.0%
The Trade Desk		2.8%
ASGN Incorporated		2.7%
SBA Communications Corp.		2.7%
IDEXX Laboratories, Inc.		2.7%
Bright Horizons Family Solutions, Inc.		2.6%
PRA Health Sciences, Inc.		2.4%

		30.2%

SECTOR BREAKDOWNASOF MARCH 31, 2019^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For thesix-month period ended March 31, 2019, Baron Small Cap Fund¹declined 4.10%, outperforming the Russell 2000 Growth Index, which declined 8.22% and underperforming the S&P 500 Index, which fell 1.72%.

Baron Small Cap Fund invests 80% of its net assets in equity securities of small-sized growth companies with market capitalizations up to

the largest market cap stock in the Russell 2000 Growth Index at reconstitution, or companies with market capitalizations up to $2.5 billion, whichever is larger. The Fund invests in what we believe arewell-runsmall-cap growth businesses that can be purchased at prices that represent a significant discount to our assessment of future value.

Real Estate was the top contributor to performance. Holdings in Health Care, Industrials, and Information Technology were the top detractors.

The Trade Desk, a leading internet advertising demand-side platform, was the top contributor. The company enables agencies to efficiently purchase digital advertising through PC, mobile, and online video channels. Shares rose on robust financial results, with particular strength in international markets and the fast-growing connected TV business. We remain positive on the company given its technology, scale, and estimated 10% share in the $10 billion programmatic advertising market.

Teladoc Health, Inc., the U.S.’s largest telehealth company, was the top detractor. Its stock fell in concert with the broader market retreat in the first three months of the period, which was particularly brutal for high-growth stocks. Thesell-off also reflected news of the resignation of the CFO/COO. We believe the incident will not stall Teladoc’s substantial momentum in the rapidly expanding telehealth space, where it is the dominant player. Guidance was reiterated and the CFO/COO’s acting replacement is well known and respected by investors.

Baron Small Cap Fund invests primarily in classic growth stocks that we believe have significant long-term growth prospects and can be purchased at what we believe are attractive prices because their prospects have not yet been appreciated by investors. We also invest in fallen angels, which are companies that we believe have strong long-term franchises but have disappointed investors with short-term results, creating what we believe is a buying opportunity. A third category of investment is special situations, including spin-offs and recapitalizations, where lack of investor awareness creates opportunities to purchase what we believe are strong businesses at attractive prices.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Opportunity Fund(Unaudited)		March 31, 2019

COMPARISONOFTHECHANGEIN VALUEOF $10,000INVESTMENTIN BARON OPPORTUNITY FUND (RETAIL SHARES)

INRELATIONTOTHE RUSSELL 3000 GROWTH INDEXANDTHE S&P 500 INDEX

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AVERAGE ANNUAL TOTAL RETURNSFORTHEPERIODSENDED MARCH 31, 2019
	Six Months*		One Year		Three Years		Five Years		Ten Years		Since Inception (February 29, 2000)		��
Baron Opportunity Fund — Retail Shares^1,2		1.23%		20.10%		23.89%		11.97%		17.68%		7.12%
Baron Opportunity Fund — Institutional Shares^1,2,3		1.41%		20.46%		24.24%		12.27%		17.99%		7.26%
Baron Opportunity Fund — R6 Shares^1,2,3		1.36%		20.43%		24.27%		12.29%		18.00%		7.27%
Russell 3000 Growth Index¹		(2.80)%		12.06%		16.40%		13.10%		17.44%		4.52%
S&P 500 Index¹		(1.72)%		9.50%		13.51%		10.91%		15.92%		5.94%

*	Not Annualized.

The indexes are unmanaged. The Russell 3000^® Growth Index measures the performance of those companies classified as growth among the largest 3,000 U.S. companies, and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends reinvested, which positively impact the performance results.

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 reimburses certain Baron Fund expenses pursuant to a contract expiring on August 29, 2030, unless renewed for another 11-year term 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.

Performance for the Institutional Shares prior to May 29, 2009 is based on the performance of the Retail Shares. Performance for the R6 Shares prior to August 31, 2016 is based on the performance of the Institutional Shares, and prior to May 29, 2009 is based on the Retail Shares. The Retail Shares have a distribution fee, but Institutional Shares and R6 Shares do not. If the annual returns for the Institutional Shares and R6 Shares prior to May 29, 2009 did not reflect this fee, the returns would be higher.


March 31, 2019 (Unaudited)		Baron Opportunity Fund

TOP TEN HOLDINGSASOF MARCH 31, 2019


	Percent of Net Assets
Amazon.com, Inc.		5.9%
Microsoft Corporation		5.5%
Guidewire Software, Inc.		5.2%
Alphabet Inc.		5.1%
Gartner, Inc.		4.5%
argenx SE		2.6%
Tesla, Inc.		2.5%
CoStar Group, Inc.		2.5%
Sage Therapeutics, Inc.		2.4%
Electronic Arts Inc.		2.4%

		38.6%

SECTOR BREAKDOWNASOF MARCH 31, 2019^†

(as a percentage of net assets)

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MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For thesix-month period ended March 31, 2019, Baron Opportunity Fund¹ increased 1.23%, while the Russell 3000 Growth Index declined 2.80% and the S&P 500 Index declined 1.72%.

Baron Opportunity Fund invests primarily in U.S. growth companies that we believe are driving or benefiting from innovation, through development of pioneering, transformative, or technologically advanced products and services. The Fund invests in high growth businesses of any market capitalization, selected for their capital appreciation potential.

Investments in Information Technology and Health Care contributed the most during the period. Communication Services and Consumer Discretionary detracted the most.

The top contributor was argenx SE, a Belgian/Dutch biotechnology company developing innovative antibody therapies for cancer and autoimmune diseases. Strong performance was driven by a previously undisclosed milestone payment from AbbVie on an underfollowed asset in argenx’s pipeline and an exclusive licensing deal with Halozyme to utilize its subcutaneous technology that we believe practically assures argenx’s lead in the neonatal Fc receptor (“FcRn”) market. We believe argenx’s FcRn platform is one of the most valuable assets in the biotechnology development space.

Apple, Inc., a technology company known for its iconic iPhone, was the top detractor in the period. Shares detracted for the period held due to the company’spre-announced revenue, which was lower than its historical guidance range due to declining iPhone sales. We sold our position in the company, as we no longer view Apple as a growth-oriented investment.

We remain focused on finding unique businesses across different segments of the economy that we believe offer long-term secular growth, sustainable competitive advantages, high-quality management teams, and attractive stock prices. We believe that investment returns for stocks are driven by earnings growth, and therefore direct our research towards understanding the drivers of business profit and projecting future profit growth as accurately as we can.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Fifth Avenue Growth Fund(Unaudited)		March 31, 2019

COMPARISONOFTHECHANGEIN VALUEOF $10,000INVESTMENTIN BARON FIFTH AVENUE GROWTH FUND

(RETAIL SHARES)INRELATIONTOTHE RUSSELL 1000 GROWTH INDEXANDTHE S&P 500 INDEX

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AVERAGE ANNUAL TOTAL RETURNSFORTHEPERIODSENDED MARCH 31, 2019
	Six Months*		One Year		Three Years		Five Years		Ten Years		Since Inception (April 30, 2004)
Baron Fifth Avenue Growth Fund — Retail Shares^1,2		(1.48)%		11.82%		20.25%		13.63%		17.04%		9.19%
Baron Fifth Avenue Growth Fund — Institutional Shares^1,2,3		(1.36)%		12.07%		20.57%		13.91%		17.33%		9.38%
Baron Fifth Avenue Growth Fund — R6 Shares^1,2,3		(1.36)%		12.07%		20.58%		13.92%		17.33%		9.38%
Russell 1000 Growth Index¹		(2.34)%		12.75%		16.53%		13.50%		17.52%		9.85%
S&P 500 Index¹		(1.72)%		9.50%		13.51%		10.91%		15.92%		8.73%

*	Not Annualized.

The indexes are unmanaged. The Russell 1000^® Growth Index measures the performance of large-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 the Fund are with dividends reinvested, which positively impact the performance results.

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 reimburses certain Baron Fund expenses pursuant to a contract expiring on August 29, 2030, unless renewed for another 11-year term 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.


March 31, 2019 (Unaudited)		Baron Fifth Avenue Growth Fund

TOP TEN HOLDINGSASOF MARCH 31, 2019


	Percent of Net Assets
Amazon.com, Inc.		13.2%
Alibaba Group Holding Limited		5.8%
Mastercard Incorporated		5.4%
Alphabet Inc.		5.0%
Visa, Inc.		4.6%
Veeva Systems Inc.		4.4%
Intuitive Surgical, Inc.		4.3%
Illumina, Inc.		4.2%
Worldpay, Inc.		3.8%
Facebook, Inc.		3.5%

		54.2%

SECTOR BREAKDOWNASOF MARCH 31, 2019^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For thesix-month period ended March 31, 2019, Baron Fifth Avenue Growth Fund¹ declined 1.48%, outperforming the Russell 1000 Growth Index, which fell 2.34% and the S&P 500 Index, which declined 1.72%.

Baron Fifth Avenue Growth Fund invests in large-sized growth companies, at the time of purchase, with market capitalizations no smaller than the top 85^th percentile by total market capitalization of the Russell 1000 Growth Index at June 30, or companies with

market capitalizations above $10 billion, whichever is smaller. The Fund focuses on identifying and investing in what we believe are unique companies with sustainable competitive advantages that have the ability to redeploy capital at high rates of return. The portfolio is constructed on abottom-up basis, with the quality of ideas and conviction level the most important determinants of the size of each investment. We expect our highest conviction businesses to have meaningful weight in the portfolio. Sector weightings are incidental to portfolio construction, and exposure to any sector is a result of stock selection.

Information Technology and Health Care were the top contributing sectors in the period. The Communication Services, Consumer Discretionary, and Financials sectors detracted.

Cloud software provider Veeva Systems Inc. was the top contributor due to sustainable growth in its CRM business and rapid growth in in its newer Vault business. New product development, maturing product offerings, and a loyal customer base are adding confidence in Veeva’s unique position and in its ability to support growth while generating significant free cash flow.

e-commerce leader Amazon.com, Inc. was the top detractor. Shares fell on softer revenue growth, but the company remains one of the Fund’s highest conviction investment ideas. While penetration ofe-commerce is rising rapidly, Amazon continues to grow its total addressable market at an unprecedented pace. We believe Amazon’s advertising business has the potential to generate $30 billion in the next four years and the ability to substantially improve Amazon’s core margins. AWS is also the leader in the cloud infrastructure market by a wide margin.

The Fund seeks to manage risk by focusing on business risk (competition, management, regulations), valuation risk (purchase price providing a large enough margin of safety), financial risk (leverage and capital structure), and analysis risk (our assumptions). Our objective is not to predict how markets may perform in a given year. Instead, we aim to create a portfolio of unique companies with different end markets because, in our experience, this is the best way to manage market risk over time.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Discovery Fund(Unaudited)		March 31, 2019

COMPARISONOFTHECHANGEIN VALUEOF $10,000INVESTMENTIN BARON DISCOVERY FUND^† (RETAIL SHARES)

INRELATIONTOTHE RUSSELL 2000 GROWTH INDEXANDTHE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNSFORTHEPERIODSENDED MARCH 31, 2019
	Six Months*		One Year		Three Years		Five Years		Since Inception (September 30, 2013)
Baron Discovery Fund — Retail Shares^1,2		(8.34)%		21.78%		27.32%		11.91%		15.71%
Baron Discovery Fund — Institutional Shares^1,2		(8.25)%		22.08%		27.65%		12.18%		15.99%
Baron Discovery Fund — R6 Shares^1,2,3		(8.25)%		22.15%		27.66%		12.18%		15.99%
Russell 2000 Growth Index¹		(8.22)%		3.85%		14.87%		8.41%		9.26%
S&P 500 Index¹		(1.72)%		9.50%		13.51%		10.91%		12.25%

*	Not Annualized.

^†	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.

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 reimburses certain Baron Fund expenses pursuant to a contract expiring on August 29, 2030, unless renewed for another 11-year term 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 R6 Shares prior to August 31, 2016 is based on the performance of the Institutional Shares.


March 31, 2019 (Unaudited)		Baron Discovery Fund

TOP TEN HOLDINGSASOF MARCH 31, 2019


	Percent of Net Assets
Mercury Systems, Inc.		3.4%
Myriad Genetics, Inc.		3.3%
Americold Realty Trust		2.7%
SiteOne Landscape Supply, Inc.		2.7%
Yext, Inc.		2.5%
RIB Software SE		2.5%
The Trade Desk		2.5%
Intersect ENT, Inc.		2.4%
Sientra, Inc.		2.4%
2U, Inc.		2.3%

		26.7%

SECTOR BREAKDOWNASOF MARCH 31, 2019^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For thesix-month period ended March 31, 2019, Baron Discovery Fund¹ declined 8.34%%, underperforming the Russell 2000 Growth Index, which fell 8.22% and the S&P 500 Index, which declined 1.72%.

Baron Discovery Fund invests primarily insmall-sized U.S. companies, at time of purchase, with market capitalizations up to the largest market cap stock in the Russell 2000 Growth Index at June 30, or companies with market capitalizations up to $2.5 billion,

whichever is larger, so long as the purchase of those securities would not cause the Fund’s weighted average market capitalization to exceed that of the Russell 2000 Growth Index. If at any time, the Fund’s weighted average market capitalization exceeds that of the Russell 2000 Growth Index, the Fund may only purchase securities with market capitalizations up to the weighted average market capitalization of the Russell 2000 Growth Index. The Fund invests in businesses it believes have significant opportunities for growth, sustainable competitive advantages, exceptional management, and an attractive valuation.

The Real Estate and Information Technology sectors were the top contributors. Health Care, Consumer Discretionary, and Industrials were the top detractors.

Gaming operator Boyd Gaming Corporation contributed the most, as concerns over weather impacting visitation to its casinos proved unfounded. The company is seeing strong growth in spend per visit at most casinos, as the Las Vegas and regional economies remain strong. Boyd continues to generate robust free cash flow, pay down debt on its balance sheet, and improve its financial positioning. Its five recent acquisitions are also showing growth and remain on track with their synergy targets. Boyd expects to be within its targeted range of between 4 times to 5 times EBITDA by year end.

Medical device company Sientra, Inc. was the top detractor due to the company’s delay in ramping up a breast implant facility and industry concerns over textured implant safety that have dampened overall procedure volume. The FDA has convened a panel to examine rare incidences of cancer involving textured implants. We are not overly concerned, as Sientra’s textured implants have far fewer incidents per implant than competitors, and the textured business represents only about 1% to 2% of Sientra’s sales.

We think the long-term fundamentals of our companies remain strong. The companies we own are, in our view, high quality, innovative and run by excellent management teams. We are optimistic that they will be significantly bigger next year than they are today and that this growth can continue for years after. There is, of course, no guarantee that this will be the case.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Durable Advantage Fund		March 31, 2019

COMPARISONOFTHECHANGEIN VALUEOF $10,000INVESTMENTIN BARON DURABLE ADVANTAGE FUND

(RETAIL SHARES)INRELATIONTOTHE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNSFORTHEPERIODSENDED MARCH 31, 2019
	Six Months*		One Year		Since Inception (December 29, 2017)
Baron Durable Advantage Fund — Retail Shares^1,2		(1.14)%		4.81%		4.91%
Baron Durable Advantage Fund — Institutional Shares^1,2		(1.05)%		5.10%		5.14%
Baron Durable Advantage Fund — R6 Shares^1,2		(0.96)%		5.10%		5.14%
S&P 500 Index¹		(1.72)%		9.50%		6.87%

*	Not Annualized.

¹	The index is unmanaged. The S&P 500 Index measures the performance of 500 widely held large cap U.S. companies. The index and Baron Durable Advantage Fund are with dividends reinvested, which positively impact the performance results.

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 reimburses certain Baron Fund expenses pursuant to a contract expiring on August 29, 2030, unless renewed for another 11-year term 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.


March 31, 2019 (Unaudited)		Baron Durable Advantage Fund

TOP TEN HOLDINGSASOF MARCH 31, 2019


	Percent of Net Assets
Microsoft Corporation		5.2%
Mastercard Incorporated		5.1%
Danaher Corporation		4.7%
Moody’s Corporation		4.6%
UnitedHealth Group Incorporated		4.5%
S&P Global Inc.		4.3%
Alphabet Inc.		4.3%
Apple, Inc.		4.1%
LVMH Moet Hennessy Louis Vuitton SE		3.5%
Accenture plc		3.4%

		43.7%

SECTOR BREAKDOWNASOF MARCH 31, 2019^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For thesix-month period ended March 31, 2019, Baron Durable Advantage Fund¹ declined 1.14%, outperforming the S&P 500 Index, which fell 1.72%.

Baron Durable Advantage Fund invests primarily inlarge-sized U.S. companies with market capitalizations no smaller than the top 90^th percentile by market capitalization of the S&P 500 Index at June 30, or companies with market capitalizations above $10 billion, whichever is smaller. The Fund emphasizes competitively advantaged businesses with excess free cash flow that can be returned to shareholders.

Thesix-month period was a roller coaster ride for the markets. The first three months were exceptionally volatile, culminating with a steep slide in December that took most indexes into bear market territory. Projections of a slowdown in economic momentum and corporate earnings growth coupled with rising interest rates spurred therisk-off behavior. The U.S.-China trade dispute and partial federal government shutdown also pressured equities. In January, the market abruptly reversed course, and over the next three months, recovered almost all the decline as it shrugged off many of the concerns that had roiled stocks over the prior three months. Investors cheered perceived progress onU.S.-China trade negotiations, attractive stock valuations, and indications that Federal Reserve policies would become more dovish. On top of that, near-term recession fears appeared to moderate.

Holdings in Health Care, Financials, and Industrials contributed most to performance. Communication Services, Consumer Staples, and Consumer Discretionary were the top detracting sectors.

Life sciences tools company Danaher Corporation was the top contributor. Shares appreciated after the company announced the acquisition of GE’s bioproduction business for $21 billion. The newly acquired business is a leader in the fast-growing, attractive bioproduction market, and the transaction brings scale to Danaher’s existing bioproduction business. We expect the transaction to elevate Danaher’s growth rate and to be accretive to earnings, and it increases our conviction in our investment thesis.

Video game publisher Activision Blizzard, Inc. was the top detractor due to questions around the company’s launch slate for 2019 and broad negative sentiment across the video game sector. While the near-term environment is challenging, we retain long-term conviction in Activision due to a long track record of success and industry tailwinds that should benefit the company going forward, including the shift to digital,in-game monetization, mobile gaming, advertising, and eSports.

Our goal is to invest inlarge-cap companies that we believe have strong and durable competitive advantages, proven track records of successful capital allocation, high returns on invested capital, and high free cash flow generation, a significant portion of which is regularly returned to the shareholders in the form of either dividends or share repurchases. We hope to maximize long-term returns without taking significant risks of permanent loss of capital. We are optimistic about the prospects of the companies in which we are invested and will always continue to search for new ideas and opportunities.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Asset Fund		March 31, 2019

STATEMENT OF NET ASSETS (Unaudited)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (97.48%)
Communication Services (3.07%)
		Cable & Satellite (0.97%)
	425,000	Liberty Broadband Corporation, Cl C¹	$	32,000,689	$	38,989,500

		Interactive Media & Services (2.10%)
	1,183,000	ANGI Homeservices, Inc., Cl A¹		19,691,754		18,265,520
	176,000	IAC/InterActiveCorp.¹		36,585,523		36,979,360
	836,374	Zillow Group, Inc., CI C¹		23,438,376		29,055,633

				79,715,653		84,300,513

	Total Communication Services			111,716,342		123,290,013


Consumer Discretionary (8.56%)
		Hotels, Resorts & Cruise Lines (2.06%)
	556,442	Choice Hotels International, Inc.		5,979,508		43,257,801
	543,233	Hyatt Hotels Corp., Cl A		16,817,762		39,422,419

				22,797,270		82,680,220

		Internet & Direct Marketing Retail (1.97%)
	25,759	Booking Holdings, Inc.¹		4,113,567		44,947,137
	288,627	Expedia Group, Inc.		35,637,276		34,346,613

				39,750,843		79,293,750

		Leisure Facilities (3.46%)
	639,538	Vail Resorts, Inc.		12,388,781		138,971,607

		Specialty Stores (1.07%)
	406,117	Tiffany & Co.		23,045,345		42,865,649

	Total Consumer Discretionary			97,982,239		343,811,226


Financials (12.20%)
		Asset Management & Custody Banks (0.77%)
	307,514	T. Rowe Price Group, Inc.		11,188,453		30,788,302

		Financial Exchanges & Data (4.29%)
	438,725	FactSet Research Systems, Inc.		30,500,158		108,922,256
	257,267	MarketAxess Holdings, Inc.		31,487,484		63,308,263

				61,987,642		172,230,519

		Insurance Brokers (1.68%)
	385,421	Willis Towers Watson plc²		48,903,637		67,699,199

		Investment Banking & Brokerage (2.26%)
	2,125,936	The Charles Schwab Corp.		1,921,092		90,905,023

		Property & Casualty Insurance (1.93%)
	2,393,444	Arch Capital Group Ltd.^1,2		8,625,560		77,356,110

		Regional Banks (1.27%)
	506,421	First Republic Bank		18,557,404		50,875,054

	Total Financials			151,183,788		489,854,207


Health Care (23.21%)
		Biotechnology (0.90%)
	226,658	Sage Therapeutics, Inc.¹		35,684,955		36,049,955


Shares			Cost		Value
Common Stocks (continued)

Health Care (continued)

		Health Care Equipment (7.23%)
	99,000	DexCom, Inc.¹	$	12,763,833	$	11,790,900
	976,630	IDEXX Laboratories, Inc.¹		18,197,737		218,374,468
	199,644	Teleflex, Inc.		40,334,965		60,324,431

				71,296,535		290,489,799

		Health Care Supplies (3.89%)
	93,360	Align Technology, Inc.¹		15,256,103		26,545,049
	215,418	The Cooper Companies, Inc.		36,713,299		63,800,349
	598,404	West Pharmaceutical Services, Inc.		26,107,582		65,944,120

				78,076,984		156,289,518

		Health Care Technology (1.53%)
	484,386	Veeva Systems, Inc., Cl A¹		30,296,950		61,449,208

		Life Sciences Tools & Services (9.65%)
	431,986	Bio-Techne Corporation		45,942,864		85,770,820
	302,552	Illumina, Inc.¹		13,002,071		93,999,881
	251,117	Mettler-Toledo International, Inc.¹		26,581,877		181,557,591
	104,000	Waters Corp.¹		21,564,959		26,177,840

				107,091,771		387,506,132

		Pharmaceuticals (0.01%)
	8,340	Elanco Animal Health, Inc.¹		200,160		267,464

	Total Health Care			322,647,355		932,052,076


Industrials (17.65%)
		Aerospace & Defense (0.73%)
	588,082	BWX Technologies, Inc.		29,416,776		29,157,106

		Agricultural & Farm Machinery (1.04%)
	607,045	The Toro Co.		37,800,467		41,788,978

		Building Products (0.75%)
	569,158	AO Smith Corp.		29,825,518		30,347,505

		Construction Machinery & Heavy Trucks (0.38%)
	205,740	Wabtec Corp.		13,120,881		15,167,153

		Environmental & Facilities Services (1.10%)
	1,060,612	Rollins, Inc.		23,392,873		44,142,671

		Industrial Conglomerates (2.23%)
	262,192	Roper Technologies, Inc.		27,831,603		89,661,798

		Industrial Machinery (1.74%)
	460,760	IDEX Corporation		36,231,831		69,915,722

		Research & Consulting Services (9.23%)
	219,493	CoStar Group, Inc.¹		44,044,864		102,375,925
	1,393,500	TransUnion		70,501,013		93,141,540
	1,316,206	Verisk Analytics, Inc.		43,847,924		175,055,398

				158,393,801		370,572,863

		Trading Companies & Distributors (0.45%)
	281,117	Fastenal Co.		6,165,826		18,078,634

	Total Industrials			362,179,576		708,832,430


16		See Notes to Financial Statements.


March 31, 2019		Baron Asset Fund

STATEMENT OF NET ASSETS (Unaudited) (Continued)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (continued)
Information Technology (26.80%)
		Application Software (11.27%)
	611,856	ANSYS, Inc.¹	$	26,567,864	$	111,792,210
	350,000	Aspen Technology, Inc.¹		30,714,066		36,491,000
	1,284,093	Ceridian HCM Holding, Inc.¹		44,181,333		65,873,971
	1,406,809	Guidewire Software, Inc.¹		76,200,081		136,685,563
	1,042,076	SS&C Technologies Holdings, Inc.		32,682,577		66,369,820
	58,000	The Trade Desk, Inc., Cl A¹		11,795,322		11,481,100
	72,134	The Ultimate Software Group, Inc.¹		13,782,618		23,813,597

				235,923,861		452,507,261

		Data Processing & Outsourced Services (4.17%)
	213,448	FleetCor Technologies, Inc.¹		11,616,151		52,634,142
	290,986	MAXIMUS, Inc.		14,227,799		20,654,186
	829,350	Worldpay, Inc., Cl A¹		48,700,893		94,131,225

				74,544,843		167,419,553

		Internet Services & Infrastructure (4.57%)
	699,103	Verisign, Inc.¹		42,196,951		126,929,141
	468,000	Wix.com Ltd.^1,2		41,821,919		56,548,440

				84,018,870		183,477,581

		IT Consulting & Other Services (5.81%)
	1,538,323	Gartner, Inc.¹		33,456,031		233,332,833

		Technology Distributors (0.98%)
	407,363	CDW Corp.		27,215,415		39,257,572

	Total Information Technology			455,159,020		1,075,994,800


Real Estate (5.99%)
		Office REITs (0.49%)
	52,548	Alexander’s, Inc.⁴		2,289,268		19,766,981

		Real Estate Services (1.53%)
	1,243,323	CBRE Group, Inc., Cl A¹		19,021,762		61,482,322

		Specialized REITs (3.97%)
	133,416	Equinix, Inc.		12,783,698		60,458,795
	494,856	SBA Communications Corp.¹		19,122,141		98,802,949

				31,905,839		159,261,744

	Total Real Estate			53,216,869		240,511,047

	Total Common Stocks			1,554,085,189		3,914,345,799

Shares

Cost

Value

Private Partnerships (0.00%)

Financials (0.00%)

Asset Management & Custody Banks (0.00%)

7,056,223

Windy City Investments Holdings, L.L.C.^1,3,4,6

190,518

Principal Amount

Short Term Investments (2.47%)

$99,184,488

Repurchase Agreement with Fixed Income Clearing Corp., dated 3/29/2019, 0.50% due 4/1/2019; Proceeds at maturity - $99,188,620; (Fully collateralized by $98,150,000 U.S. Treasury Note, 2.75% due 5/31/2023; Market value - $101,172,726)⁵

99,184,488

Total Investments (99.95%)

1,653,269,677

4,013,720,805

Cash and Other Assets Less Liabilities (0.05%)

1,858,330

Net Assets

4,015,579,135

Retail Shares (Equivalent to $76.79 per share
based on 28,162,119 shares outstanding)

2,162,499,400

Institutional Shares (Equivalent to $79.84 per share
based on 22,260,010 shares outstanding)

1,777,292,876

R6 Shares (Equivalent to $79.83 per share
based on 949,349 shares outstanding)

75,786,859

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	At March 31, 2019, the market value of restricted and fair valued securities amounted to $190,518 or 0.00 % 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 thissub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.

⁵	Level 2 security. See Note 7 regarding Fair Value Measurements.

⁶	Level 3 security. See Note 7 regarding Fair Value Measurements.

All securities are Level 1, unless otherwise noted.


See Notes to Financial Statements.		17


Baron Growth Fund		March 31, 2019

STATEMENT OF NET ASSETS (Unaudited)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (99.11%)
Communication Services (4.50%)
		Alternative Carriers (3.03%)
	7,488,437	Iridium Communications, Inc.^1,4	$	45,679,471	$	197,994,274

		Movies & Entertainment (1.47%)
	5,000,000	Manchester United plc, Cl A²		70,291,779		96,100,000

	Total Communication Services			115,971,250		294,094,274


Consumer Discretionary (20.15%)
		Apparel, Accessories & Luxury Goods (0.24%)
	750,000	Under Armour, Inc., Cl A¹		2,350,032		15,855,000

		Casinos & Gaming (3.17%)
	725,000	Boyd Gaming Corp.		18,479,841		19,836,000
	5,289,000	Penn National Gaming, Inc.¹		70,102,132		106,308,900
	3,131,887	Red Rock Resorts, Inc., Cl A		66,868,262		80,959,279

				155,450,235		207,104,179

		Education Services (3.30%)
	1,700,000	Bright Horizons Family Solutions, Inc.¹		54,460,676		216,087,000

		General Merchandise Stores (0.40%)
	310,000	Ollie’s Bargain Outlet Holdings, Inc.¹		14,541,755		26,452,300

		Hotels, Resorts & Cruise Lines (5.90%)
	3,000,000	Choice Hotels International, Inc.⁴		72,782,127		233,220,000
	1,550,000	Marriott Vacations Worldwide Corp.		84,292,546		144,925,000
	555,000	OneSpaWorld Holdings Ltd.^1,2,3,5,6		5,550,000		7,486,950

				162,624,673		385,631,950

		Leisure Facilities (6.98%)
	2,100,000	Vail Resorts, Inc.⁴		65,291,780		456,330,000

		Specialty Stores (0.16%)
	275,000	Dick’s Sporting Goods, Inc.		3,967,433		10,122,750

	Total Consumer Discretionary			458,686,584		1,317,583,179


Consumer Staples (1.09%)
		Food Distributors (0.60%)
	1,000,000	Performance Food Group Co.¹		19,000,000		39,640,000

		Household Products (0.49%)
	450,000	Church & Dwight Co., Inc.		4,043,693		32,053,500

	Total Consumer Staples			23,043,693		71,693,500


Financials (26.67%)
		Asset Management & Custody Banks (3.06%)
	2,400,000	The Carlyle Group		51,254,887		43,872,000
	2,000,000	Cohen & Steers, Inc.		49,208,575		84,540,000
	1,450,000	Oaktree Capital Group, LLC		65,375,827		71,992,500

				165,839,289		200,404,500

		Financial Exchanges & Data (12.45%)
	1,250,000	FactSet Research Systems, Inc.		62,536,096		310,337,500
	1,150,000	Morningstar, Inc.		27,237,863		144,888,500
	1,805,000	MSCI, Inc.		34,379,398		358,906,200

				124,153,357		814,132,200


Shares			Cost		Value
Common Stocks (continued)

Financials (continued)

		Investment Banking & Brokerage (0.81%)
	450,000	Houlihan Lokey, Inc.	$	19,625,873	$	20,632,500
	775,000	Moelis & Co., Cl A		21,734,239		32,247,750

				41,360,112		52,880,250

		Life & Health Insurance (3.50%)
	1,875,000	Primerica, Inc.		40,103,890		229,031,250

		Property & Casualty Insurance (5.96%)
	9,975,000	Arch Capital Group Ltd.^1,2		31,574,822		322,392,000
	978,449	Kinsale Capital Group, Inc.		32,761,205		67,092,248

				64,336,027		389,484,248

		Thrifts & Mortgage Finance (0.89%)
	525,000	Essent Group Ltd.^1,2		14,507,434		22,811,250
	100,059	LendingTree, Inc.¹		24,206,736		35,176,742

				38,714,170		57,987,992

	Total Financials			474,506,845		1,743,920,440


Health Care (9.68%)
		Biotechnology (0.24%)
	678,051	Denali Therapeutics, Inc.¹		12,825,338		15,744,344

		Health Care Equipment (3.78%)
	1,105,000	IDEXX Laboratories, Inc.¹		16,367,967		247,078,000

		Health Care Supplies (1.54%)
	548,717	Neogen Corp.¹		11,540,855		31,490,869
	625,000	West Pharmaceutical Services, Inc.		21,442,434		68,875,000

				32,983,289		100,365,869

		Life Sciences Tools & Services (3.96%)
	850,000	Bio-Techne Corporation		44,923,357		168,767,500
	125,000	Mettler-Toledo International, Inc.¹		5,724,401		90,375,000

				50,647,758		259,142,500

		Pharmaceuticals (0.16%)
	300,000	Dechra Pharmaceuticals plc (United Kingdom)^2,6		8,518,489		10,555,784

	Total Health Care			121,342,841		632,886,497


Industrials (8.34%)
		Building Products (1.40%)
	1,490,000	Trex Company, Inc.¹		27,131,528		91,664,800

		Electrical Components & Equipment (0.36%)
	1,800,000	Bloom Energy Corp., Cl A^1,5		34,451,023		23,256,000

		Environmental & Facilities Services (0.08%)
	376,108	BrightView Holdings, Inc.¹		4,489,364		5,415,956

		Industrial Machinery (0.07%)
	65,507	Albany International Corp., Cl A		4,417,079		4,689,646

		Research & Consulting Services (6.06%)
	850,000	CoStar Group, Inc.¹		36,184,525		396,457,000

		Trading Companies & Distributors (0.37%)
	700,000	Air Lease Corp.		16,086,660		24,045,000

	Total Industrials			122,760,179		545,528,402


18		See Notes to Financial Statements.


March 31, 2019		Baron Growth Fund

STATEMENT OF NET ASSETS (Unaudited) (Continued)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (continued)
Information Technology (20.69%)
		Application Software (13.62%)
	850,000	2U, Inc.¹	$	45,703,927	$	60,222,500
	725,000	Altair Engineering, Inc., Cl A¹		11,330,019		26,687,250
	1,500,000	ANSYS, Inc.¹		35,363,292		274,065,000
	2,200,000	Benefitfocus, Inc.^1,4		83,233,571		108,944,000
	100,000	Cision Ltd.^1,2		1,517,355		1,377,000
	1,190,000	Guidewire Software, Inc.¹		38,711,926		115,620,400
	1,000,000	Pegasystems, Inc.		13,997,009		65,000,000
	3,750,000	SS&C Technologies Holdings, Inc.		29,603,660		238,837,500

				259,460,759		890,753,650

		Data Processing & Outsourced Services (0.33%)
	300,000	MAXIMUS, Inc.		5,432,144		21,294,000

		Electronic Components (0.77%)
	275,000	Littelfuse, Inc.		30,870,720		50,182,000

		Internet Services & Infrastructure (0.81%)
	438,207	Wix.com Ltd.^1,2		28,664,771		52,948,552

		IT Consulting & Other Services (5.16%)
	2,225,000	Gartner, Inc.¹		33,772,978		337,488,000

	Total Information Technology			358,201,372		1,352,666,202


Real Estate (7.99%)
		Diversified REITs (0.32%)
	460,135	American Assets Trust, Inc.		8,503,418		21,101,791

		Office REITs (2.85%)
	92,000	Alexander’s, Inc.⁵		11,873,304		34,607,640
	3,750,000	Douglas Emmett, Inc.		46,426,704		151,575,000

				58,300,008		186,182,640

		Specialized REITs (4.82%)
	750,000	Alexandria Real Estate Equities, Inc.⁵		26,517,362		106,920,000
	5,400,000	Gaming and Leisure Properties, Inc.		118,252,553		208,278,000

				144,769,915		315,198,000

	Total Real Estate			211,573,341		522,482,431

	Total Common Stocks			1,886,086,105		6,480,854,925


Preferred Stocks (0.57%)
Communication Services (0.57%)
		Alternative Carriers (0.57%)
	41,074	Iridium Communications, Inc., Series B, 6.75%^1,4,6		10,095,219		37,078,321


Private Preferred Stocks (0.08%)
Health Care (0.08%)
		Health Care Technology (0.08%)
	3,354,353	Schrödinger, Inc., Series E^1,3,5,7		4,999,999		5,366,965

Shares

Cost

Value

Private Partnerships (0.00%)

Financials (0.00%)

Asset Management & Custody Banks (0.00%)

2,375,173

Windy City Investments Holdings, L.L.C.^1,3,5,7

64,130

Warrants (0.01%)

Consumer Discretionary (0.01%)

Hotels, Resorts & Cruise Lines (0.01%)

96,515

OneSpaWorld Holdings Ltd. Warrants Exp 3/19/2024^1,2,3,5,6

418,875

Principal Amount

Short Term Investments (0.19%)

$12,470,880

Repurchase Agreement with Fixed Income Clearing Corp., dated 3/29/2019, 0.50% due 4/1/2019; Proceeds at maturity - $12,471,400; (Fully collateralized by $12,345,000 U.S. Treasury Note, 2.75% due 5/31/2023; Market value - $12,725,189)⁶

12,470,880

Total Investments (99.96%)

1,913,652,203

6,536,254,096

Cash and Other Assets Less Liabilities (0.04%)

2,361,261

Net Assets

6,538,615,357

Retail Shares (Equivalent to $74.38 per share
based on 33,448,409 shares outstanding)

2,487,770,462

Institutional Shares (Equivalent to $76.86 per share
based on 51,273,040 shares outstanding)

3,940,749,760

R6 Shares (Equivalent to $76.87 per share
based on 1,432,271 shares outstanding)

110,095,135

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	At March 31, 2019, the market value of restricted and fair valued securities amounted to $13,336,920 or 0.20% of net assets. These securites are not deemed liquid. See Note 6 regarding Restricted Securities.

⁴	See Note 10 regarding “Affiliated” companies.

⁵	The Adviser has reclassified/classified certain securities in or out of thissub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.

⁶	Level 2 security. See Note 7 regarding Fair Value Measurements.

⁷	Level 3 security. See Note 7 regarding Fair Value Measurements.

All securities are Level 1, unless otherwise noted.


See Notes to Financial Statements.		19


Baron Small Cap Fund		March 31, 2019

STATEMENT OF NET ASSETS (Unaudited)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (97.83%)
Communication Services (4.20%)
		Cable & Satellite (1.93%)
	100,000	Liberty Broadband Corporation, Cl A¹	$	404,823	$	9,164,000
	300,000	Liberty Broadband Corporation, Cl C¹		1,184,602		27,522,000
	1,100,000	Liberty Media Corp.-Liberty SiriusXM, Cl C¹		2,399,373		42,064,000

				3,988,798		78,750,000

		Movies & Entertainment (2.27%)
	750,000	Liberty Media Corporation-Liberty Formula One, Cl C¹		10,168,679		26,287,500
	225,000	The Madison Square Garden Company, Cl A¹		11,968,716		65,954,250

				22,137,395		92,241,750

	Total Communication Services			26,126,193		170,991,750

Consumer Discretionary (14.26%)
		Automotive Retail (0.12%)
	360,400	Camping World Holdings, Inc., Cl A		7,928,800		5,013,164

		Casinos & Gaming (1.75%)
	2,750,000	Red Rock Resorts, Inc., Cl A		60,336,496		71,087,500

		Education Services (2.57%)
	825,000	Bright Horizons Family Solutions, Inc.¹		25,784,147		104,865,750

		General Merchandise Stores (0.52%)
	250,000	Ollie’s Bargain Outlet Holdings, Inc.¹		15,211,851		21,332,500

		Home Improvement Retail (2.02%)
	2,000,000	Floor & Decor Holdings, Inc., Cl A¹		77,932,896		82,440,000

		Homebuilding (1.79%)
	1,500,000	Installed Building Products, Inc.^1,4		88,307,354		72,750,000

		Hotels, Resorts & Cruise Lines (0.83%)
	1,000,000	OneSpaWorld Holdings Ltd.^1,2,5		12,000,000		13,660,000
	1,500,000	OneSpaWorld Holdings Ltd.^1,2,3,5,6		15,000,000		20,235,000

				27,000,000		33,895,000


		Leisure Facilities (1.35%)
	800,000	Planet Fitness, Inc., Cl A¹		28,416,505		54,976,000

		Restaurants (1.93%)
	550,000	BJ’s Restaurants, Inc.		21,118,639		26,004,000
	800,000	The Cheesecake Factory, Inc.		21,568,143		39,136,000
	175,000	Wingstop Inc.		3,545,217		13,305,250

				46,231,999		78,445,250

		Specialty Stores (1.38%)
	3,000,000	Hudson Ltd., Cl A^1,2		54,314,533		41,250,000
	1,879,869	Party City Holdco, Inc.¹		24,232,484		14,926,160

				78,547,017		56,176,160

	Total Consumer Discretionary			455,697,065		580,981,324

Financials (1.94%)
		Financial Exchanges & Data (0.47%)
	200,000	Cboe Global Markets, Inc.		15,498,427		19,088,000

		Investment Banking & Brokerage (1.47%)
	625,000	Houlihan Lokey, Inc.		28,909,333		28,656,250
	750,000	Moelis & Co., Cl A		17,797,030		31,207,500

				46,706,363		59,863,750

	Total Financials			62,204,790		78,951,750


Shares			Cost		Value
Common Stocks (continued)
Health Care (17.01%)
		Biotechnology (0.55%)
	1,500,000	Abcam plc (United Kingdom)^2,6	$	14,075,553	$	22,205,847

		Health Care Distributors (0.14%)
	175,000	Covetrus, Inc.¹		5,727,609		5,573,750

		Health Care Equipment (4.77%)
	696,080	Cantel Medical Corp.		37,216,020		46,560,791
	300,000	DexCom, Inc.¹		3,984,388		35,730,000
	485,000	IDEXX Laboratories, Inc.¹		7,390,188		108,446,000
	64,128	Inspire Medical Systems, Inc.^1,5		3,466,955		3,641,188

				52,057,551		194,377,979


		Health Care Services (0.66%)
	350,000	Guardant Health, Inc.¹		7,740,116		26,845,000

		Health Care Supplies (0.34%)
	239,841	Neogen Corp.¹		13,105,822		13,764,475

		Health Care Technology (1.77%)
	1,300,000	Teladoc Health, Inc.¹		41,378,343		72,280,000

		Life Sciences Tools & Services (6.29%)
	725,000	ICON plc^1,2		20,589,905		99,020,500
	80,000	Mettler-Toledo International, Inc.¹		3,941,505		57,840,000
	900,000	PRA Health Sciences, Inc.¹		16,553,917		99,261,000

				41,085,327		256,121,500

		Managed Health Care (1.63%)
	900,000	HealthEquity, Inc.¹		15,080,649		66,582,000

		Pharmaceuticals (0.86%)
	1,000,000	Dechra Pharmaceuticals plc (United Kingdom)^2,6		28,027,985		35,185,948

	Total Health Care			218,278,955		692,936,499


Industrials (18.03%)
		Aerospace & Defense (4.64%)
	1,000,000	Mercury Systems, Inc.¹		25,872,953		64,080,000
	275,000	TransDigm Group, Inc.¹		0		124,847,250

				25,872,953		188,927,250

		Environmental & Facilities Services (2.99%)
	1,375,000	Waste Connections, Inc.²		60,041,667		121,811,250

		Human Resource & Employment Services (2.73%)
	1,750,000	ASGN, Inc.¹		45,317,074		111,107,500

		Industrial Conglomerates (0.59%)
	626,100	Raven Industries, Inc.		22,627,008		24,023,457

		Industrial Machinery (3.90%)
	800,000	John Bean Technologies Corp.		70,245,737		73,512,000
	150,000	Nordson Corp.		4,103,822		19,878,000
	250,000	RBC Bearings, Incorporated¹		15,921,126		31,792,500
	725,000	Sun Hydraulics Corp.		34,755,037		33,719,750

				125,025,722		158,902,250

		Trading Companies & Distributors (3.18%)
	1,600,000	SiteOne Landscape Supply, Inc.¹		54,416,204		91,440,000
	1,725,000	Univar, Inc.¹		34,414,942		38,226,000

				88,831,146		129,666,000

	Total Industrials			367,715,570		734,437,707


20		See Notes to Financial Statements.


March 31, 2019		Baron Small Cap Fund

STATEMENT OF NET ASSETS (Unaudited) (Continued)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (continued)
Information Technology (32.40%)
		Application Software (17.80%)
	1,250,000	2U, Inc.¹	$	60,109,243	$	88,562,500
	1,050,000	Altair Engineering, Inc., Cl A¹		17,162,705		38,650,500
	800,000	Aspen Technology, Inc.¹		29,983,938		83,408,000
	850,000	Ceridian HCM Holding, Inc.¹		23,711,721		43,605,000
	6,000,000	Cision Ltd.^1,2		64,996,212		82,620,000
	1,650,000	Guidewire Software, Inc.¹		48,997,265		160,314,000
	575,000	The Trade Desk, Inc., Cl A¹		22,528,224		113,821,250
	250,000	The Ultimate Software Group, Inc.¹		3,391,374		82,532,500
	1,450,000	Yext, Inc.¹		19,421,005		31,697,000

				290,301,687		725,210,750

		Data Processing & Outsourced Services (2.12%)
	450,000	WEX, Inc.¹		18,982,530		86,395,500

		Electronic Equipment & Instruments (2.19%)
	1,750,000	Cognex Corp.		13,980,253		89,005,000

		Internet Services & Infrastructure (4.06%)
	2,500,000	GTT Communications, Inc.¹		77,310,807		86,750,000
	650,000	Wix.com Ltd.^1,2		36,364,049		78,539,500

				113,674,856		165,289,500

		IT Consulting & Other Services (5.62%)
	1,150,000	Gartner, Inc.¹		18,079,785		174,432,000
	1,000,000	LiveRamp Holdings, Inc.¹		21,949,294		54,570,000

				40,029,079		229,002,000

		Systems Software (0.61%)
	300,000	Qualys, Inc.¹		10,511,339		24,822,000

	Total Information Technology			487,479,744		1,319,724,750


Materials (3.21%)
		Commodity Chemicals (0.46%)
	1,000,000	Orion Engineered Carbons SA²		28,618,002		18,990,000

		Construction Materials (0.78%)
	2,000,000	Summit Materials, Inc., Cl A¹		38,617,451		31,740,000

		Metal & Glass Containers (1.06%)
	800,000	Berry Global Group, Inc.¹		12,652,146		43,096,000

		Specialty Chemicals (0.91%)
	350,000	Ingevity Corp.¹		31,058,811		36,963,500

	Total Materials			110,946,410		130,789,500

Real Estate (5.62%)
		Office REITs (0.22%)
	100,000	SL Green Realty Corp.		2,127,325		8,992,000

		Specialized REITs (5.40%)
	2,350,000	Americold Realty Trust⁵		47,316,067		71,698,500
	1,000,000	Gaming and Leisure Properties, Inc.		16,172,247		38,570,000
	550,000	SBA Communications Corp.¹		2,216,000		109,813,000

				65,704,314		220,081,500

	Total Real Estate			67,831,639		229,073,500

Shares

Cost

Value

Common Stocks (continued)

Unclassified (1.16%)

3,500,000

Churchill Capital Corp.¹

37,468,531

47,040,000

Total Common Stocks

1,833,748,897

3,984,926,780

Warrants (0.03%)

Consumer Discretionary (0.03%)

Hotels, Resorts & Cruise Lines (0.03%)

260,850

OneSpaWorld Holdings Ltd. Warrants Exp 3/19/2024^1,2,3,5,6

1,132,089

Principal Amount

Short Term Investments (1.66%)

Repurchase Agreement (1.66%)

$67,745,253

Repurchase Agreement with Fixed Income Clearing Corp., dated 3/29/2019, 0.50% due 4/1/2019; Proceeds at maturity - $67,748,076; (Fully collateralized by $67,040,000 U.S. Treasury Note, 2.75% due 5/31/2023; Market value - $69,104,631)⁶

67,745,253

Total Investments (99.52%)

1,901,494,150

4,053,804,122

Cash and Other Assets Less Liabilities (0.48%)

19,419,755

Net Assets

4,073,223,877

Retail Shares (Equivalent to $29.46 per share
based on 53,214,218 shares outstanding)

1,567,947,047

Institutional Shares (Equivalent to $30.73 per share
based on 76,268,298 shares outstanding)

2,343,622,064

R6 Shares (Equivalent to $30.72 per share
based on 5,262,137 shares outstanding)

161,654,766

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	At March 31, 2019, the market value of restricted and fair valued securities amounted to $21,367,089 or 0.52% of net assets. These securities are not deemed liquid. See Note 6 regarding Restricted Securities.

⁴	See Note 10 regarding “Affiliated” companies.

⁵	The Adviser has reclassified/classified certain securities in or out of thissub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.

⁶	Level 2 security. See Note 7 regarding Fair Value Measurements.

⁷	Level 3 security. See Note 7 regarding Fair Value Measurements.

All securities are Level 1, unless otherwise noted.


See Notes to Financial Statements.		21


Baron Opportunity Fund		March 31, 2019

STATEMENT OF NET ASSETS (Unaudited)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (94.28%)
Communication Services (13.35%)
		Interactive Home Entertainment (3.57%)
	103,900	Electronic Arts, Inc.¹	$	11,177,507	$	10,559,357
	58,100	Take-Two Interactive Software, Inc.¹		6,420,497		5,482,897

				17,598,004		16,042,254

		Interactive Media & Services (6.43%)
	19,350	Alphabet, Inc., Cl C¹		15,931,280		22,703,549
	29,500	IAC/InterActiveCorp.¹		5,429,439		6,198,245

				21,360,719		28,901,794

		Internet Software & Services (0.42%)
	54,700	Zillow Group, Inc., Cl A¹		2,173,392		1,870,740

		Movies & Entertainment (2.93%)
	201,014	Manchester United plc, Cl A²		3,180,403		3,863,489
	16,825	Netflix, Inc.¹		702,623		5,999,122
	23,800	Spotify Technology SA^1,2		3,537,780		3,303,440

				7,420,806		13,166,051

	Total Communication Services			48,552,921		59,980,839


Consumer Discretionary (12.52%)
		Automobile Manufacturers (2.52%)
	40,500	Tesla, Inc.¹		8,435,198		11,334,330

		Education Services (1.06%)
	147,336	Arco Platform Ltd., Cl A^1,2		2,578,380		4,757,480

		Internet & Direct Marketing Retail (8.94%)
	36,900	Alibaba Group Holding Limited, ADR^1,2		2,789,515		6,732,405
	14,975	Amazon.com, Inc.¹		4,786,247		26,666,731
	49,450	Expedia Group, Inc.		5,543,938		5,884,550
	1,766	MercadoLibre, Inc.¹		847,680		896,651

				13,967,380		40,180,337

	Total Consumer Discretionary			24,980,958		56,272,147


Energy (0.61%)
		Oil & Gas Exploration & Production (0.61%)
	24,815	Concho Resources, Inc.		2,557,949		2,753,473


Financials (2.62%)
		Financial Exchanges & Data (1.02%)
	18,600	MarketAxess Holdings, Inc.		2,428,501		4,577,088

		Investment Banking & Brokerage (1.60%)
	168,200	The Charles Schwab Corp.		6,449,280		7,192,232

	Total Financials			8,877,781		11,769,320

Health Care (13.08%)
		Biotechnology (8.31%)
	61,300	Acceleron Pharma, Inc.¹		2,045,685		2,854,741
	94,802	argenx SE, ADR^1,2		3,698,271		11,835,082
	162,000	Arrowhead Pharmaceuticals, Inc.¹		2,493,521		2,972,700
	29,700	Neurocrine Biosciences, Inc.¹		2,480,850		2,616,570
	68,000	Sage Therapeutics, Inc.¹		5,677,501		10,815,400
	34,000	Vertex Pharmaceuticals, Inc.¹		5,313,164		6,254,300

				21,708,992		37,348,793


Shares			Cost		Value
Common Stocks (continued)

Health Care (continued)

		Health Care Equipment (2.27%)
	25,000	Edwards Lifesciences Corp.¹	$	2,188,379	$	4,783,250
	9,435	Intuitive Surgical, Inc.¹		2,084,841		5,383,422

				4,273,220		10,166,672

		Health Care Services (0.85%)
	49,837	Guardant Health, Inc.¹		1,182,812		3,822,498

		Health Care Technology (0.31%)
	11,000	Veeva Systems, Inc., Cl A¹		926,467		1,395,460

		Life Sciences Tools & Services (1.34%)
	19,415	Illumina, Inc.¹		1,838,581		6,032,046

	Total Health Care			29,930,072		58,765,469

Industrials (3.58%)
		Research & Consulting Services (3.41%)
	24,133	CoStar Group, Inc.¹		413,842		11,256,114
	30,590	Verisk Analytics, Inc.		1,652,699		4,068,470

				2,066,541		15,324,584

		Trucking (0.17%)
	9,867	Lyft, Inc., Cl A¹		710,424		772,487

	Total Industrials			2,776,965		16,097,071

Information Technology (45.35%)
		Application Software (20.18%)
	78,460	2U, Inc.¹		4,188,001		5,558,891
	29,100	Adobe, Inc.¹		5,455,821		7,754,859
	26,553	Anaplan, Inc.¹		451,401		1,045,126
	22,775	ANSYS, Inc.¹		2,305,432		4,161,220
	94,714	Benefitfocus, Inc.¹		2,572,034		4,690,237
	93,170	Ceridian HCM Holding, Inc.¹		2,780,255		4,779,621
	4,900	Coupa Software, Inc.¹		437,312		445,802
	242,500	Guidewire Software, Inc.¹		9,488,566		23,561,300
	270,000	Opera Ltd., ADR^1,2		2,090,586		1,773,900
	43,700	RingCentral, Inc., Cl A¹		3,356,741		4,710,860
	26,980	salesforce.com, Inc.¹		1,564,651		4,272,823
	32,400	Splunk, Inc.¹		1,814,626		4,037,040
	158,400	SS&C Technologies Holdings, Inc.		5,829,849		10,088,496
	33,100	The Trade Desk, Inc., Cl A¹		662,596		6,552,145
	331,900	Yext, Inc.¹		4,815,635		7,255,334

				47,813,506		90,687,654

		Data Processing & Outsourced Services (6.18%)
	121,000	GDS Holdings Ltd., ADR^1,2,3		4,299,832		4,318,490
	38,500	MasterCard Incorporated, Cl A		3,156,134		9,064,825
	90,500	Pagseguro Digital Ltd., Cl A^1,2		2,817,247		2,701,425
	30,800	PayPal Holdings, Inc.¹		2,827,161		3,198,272
	54,200	Visa, Inc., Cl A		4,409,505		8,465,498

				17,509,879		27,748,510

		Internet Services & Infrastructure (1.91%)
	71,143	Wix.com Ltd.^1,2		3,891,819		8,596,209

		IT Consulting & Other Services (5.84%)
	133,687	Gartner, Inc.¹		5,596,921		20,277,644
	108,883	LiveRamp Holdings, Inc.¹		2,749,305		5,941,745

				8,346,226		26,219,389
		Semiconductors (3.74%)
	80,200	Mellanox Technologies Ltd.^1,2		4,716,457		9,492,472
	40,800	NVIDIA Corp.		8,599,889		7,326,048

				13,316,346		16,818,520


22		See Notes to Financial Statements.


March 31, 2019		Baron Opportunity Fund

STATEMENT OF NET ASSETS (Unaudited) (Continued)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)

		Systems Software (7.50%)
	208,100	Microsoft Corp.	$	18,829,508	$	24,543,314
	28,800	Proofpoint, Inc.¹		2,314,362		3,497,184
	23,000	ServiceNow, Inc.¹		1,233,506		5,669,270

				22,377,376		33,709,768

	Total Information Technology			113,255,152		203,780,050


Real Estate (3.17%)
		Specialized REITs (3.17%)
	20,300	Alexandria Real Estate Equities, Inc.³		2,743,645		2,893,968
	20,025	Equinix, Inc.		4,415,656		9,074,529
	11,400	SBA Communications Corp.¹		38,128		2,276,124

	Total Real Estate			7,197,429		14,244,621

	Total Common Stocks			238,129,227		423,662,990



Principal Amount
Short Term Investments (5.38%)
	$24,157,741	Repurchase Agreement with Fixed Income Clearing Corp., dated 3/29/2019, 0.50% due 4/1/2019; Proceeds at maturity - $24,158,748; (Fully collateralized by $23,905,000 U.S. Treasury Note, 2.75% due 5/31/2023; Market value - $24,641,202)⁴		24,157,741		24,157,741

	Total Investments (99.66%)		$	262,286,968		447,820,731

	Cash and Other Assets Less Liabilities (0.34%)					1,528,130

	Net Assets				$	449,348,861

	Retail Shares (Equivalent to $21.26 per share based on 16,009,472 shares outstanding)				$	340,419,517

	Institutional Shares (Equivalent to $22.12 per share based on 4,276,467 shares outstanding)				$	94,600,385

	R6 Shares (Equivalent to $22.14 per share based on 647,089 shares outstanding)				$	14,328,959

%	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 thissub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.

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.		23


Baron Fifth Avenue Growth Fund		March 31, 2019

STATEMENT OF NET ASSETS (Unaudited)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (94.99%)
Communication Services (10.29%)
		Cable & Satellite (0.11%)
	36,250	MultiChoice Group Ltd. (South Africa)^1,2	$	199,518	$	303,240

		Interactive Media & Services (10.18%)
	1,948	Alphabet, Inc., Cl A¹		280,365		2,292,582
	10,283	Alphabet, Inc., Cl C¹		4,420,382		12,065,147
	61,569	Facebook, Inc., Cl A¹		1,789,406		10,262,937
	23,405	IAC/InterActiveCorp.¹		4,730,151		4,917,624

				11,220,304		29,538,290

	Total Communication Services			11,419,822		29,841,530

Consumer Discretionary (26.28%)
		Automobile Manufacturers (0.94%)
	9,741	Tesla, Inc.¹		2,746,854		2,726,116

		Internet & Direct Marketing Retail (25.34%)
	92,830	Alibaba Group Holding Limited, ADR^1,2		7,959,441		16,936,833
	21,497	Amazon.com, Inc.¹		4,971,300		38,280,783
	2,416	Booking Holdings, Inc.¹		1,282,530		4,215,703
	120,389	Ctrip.com International Ltd., ADR^1,2		4,281,276		5,259,795
	2,590	MercadoLibre, Inc.¹		1,243,200		1,315,021
	32,250	Naspers Limited, Cl N (South Africa)^2,3		5,273,421		7,515,592

				25,011,168		73,523,727

	Total Consumer Discretionary			27,758,022		76,249,843

Financials (8.39%)
		Diversified Banks (1.00%)
	150,000	Kotak Mahindra Bank Ltd. (India)^2,3		2,937,439		2,890,143

		Financial Exchanges & Data (5.08%)
	54,208	CME Group, Inc.		5,248,889		8,921,552
	27,643	S&P Global, Inc.		5,226,365		5,820,234

				10,475,254		14,741,786

		Investment Banking & Brokerage (2.31%)
	156,575	The Charles Schwab Corp.		5,735,463		6,695,147

	Total Financials			19,148,156		24,327,076

Health Care (17.79%)
		Biotechnology (4.91%)
	45,621	Sage Therapeutics, Inc.¹		7,050,220		7,256,020
	37,971	Vertex Pharmaceuticals, Inc.¹		5,909,494		6,984,766

				12,959,714		14,240,786

		Health Care Equipment (4.33%)
	22,042	Intuitive Surgical, Inc.¹		7,194,494		12,576,724

		Health Care Technology (4.39%)
	100,453	Veeva Systems, Inc., Cl A¹		7,493,347		12,743,468

		Life Sciences Tools & Services (4.16%)
	38,832	Illumina, Inc.¹		3,579,756		12,064,714

	Total Health Care			31,227,311		51,625,692


Industrials (0.17%)
		Trucking (0.17%)
	6,360	Lyft, Inc., Cl A¹		457,920		497,924

Information Technology (29.02%)
		Application Software (3.07%)
	31,105	RingCentral, Inc., Cl A¹		2,480,386		3,353,119
	44,740	Splunk, Inc.¹		5,223,950		5,574,604

				7,704,336		8,927,723


Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)

		Data Processing & Outsourced Services (16.32%)
	1,874	Adyen NV, 144A (Netherlands)^1,2,3	$	1,357,013	$	1,469,876
	66,851	MasterCard Incorporated, Cl A		3,750,511		15,740,068
	197,125	Pagseguro Digital Ltd., Cl A^1,2		4,879,574		5,884,181
	85,434	Visa, Inc., Cl A		2,870,563		13,343,936
	96,219	Worldpay, Inc., Cl A¹		7,601,671		10,920,857

				20,459,332		47,358,918

		Internet Services & Infrastructure (1.84%)
	44,145	Wix.com Ltd.^1,2		3,671,497		5,334,040

		IT Consulting & Other Services (2.85%)
	48,866	EPAM Systems, Inc.¹		4,356,850		8,264,706

		Semiconductor Equipment (2.54%)
	39,157	ASML Holding N.V.²		4,042,938		7,363,474

		Systems Software (2.40%)
	38,097	Red Hat, Inc.¹		1,910,187		6,960,322

	Total Information Technology			42,145,140		84,209,183


Real Estate (3.05%)
		Specialized REITs (3.05%)
	19,555	Equinix, Inc.		3,178,515		8,861,544

	Total Common Stocks			135,334,886		275,612,792



Principal Amount
Short Term Investments (5.02%)
	$14,581,569	Repurchase Agreement with Fixed Income Clearing Corp., dated 3/29/2019, 0.50% due 4/1/2019; Proceeds at maturity - $14,582,177; (Fully collateralized by $14,430,000 U.S. Treasury Note, 2.75% due 5/31/2023; Market value - $14,874,401)³		14,581,569		14,581,569

	Total Investments (100.01%)		$	149,916,455		290,194,361

	Liabilities Less Cash and Other Assets(-0.01%)					(37,834	)

	Net Assets				$	290,156,527

	Retail Shares (Equivalent to $30.56 per share based on 3,714,660 shares outstanding)				$	113,515,853

	Institutional Shares (Equivalent to $31.19 per share based on 4,986,365 shares outstanding)				$	155,506,978

	R6 Shares (Equivalent to $31.20 per share based on 677,427 shares outstanding)				$	21,133,696

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	Level 2 security. See Note 7 regarding Fair Value Measurements.

^ADR	American Depositary Receipt.

^144A

Security is exempt from registration pursuant to Rule 144A under the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. At March 31, 2019, the market value of Rule 144A securities amounted to $1,469,876 or 0.51% of net assets. This security has been deemed liquid pursuant to policies and procedures approved by the Board of Trustees, unless otherwise noted.

All securities are Level 1, unless otherwise noted.


24		See Notes to Financial Statements.


March 31, 2019		Baron Discovery Fund

STATEMENT OF NET ASSETS (Unaudited)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (93.18%)
Communication Services (2.24%)
		Cable & Satellite (1.02%)
	94,500	GCI Liberty, Inc., Cl A¹	$	4,998,118	$	5,255,145

		Movies & Entertainment (1.22%)
	185,000	Liberty Media Corporation-Liberty Formula One, Cl A¹		5,634,811		6,297,400

	Total Communication Services			10,632,929		11,552,545


Consumer Discretionary (9.11%)
		Casinos & Gaming (4.05%)
	350,000	Boyd Gaming Corp.		7,607,862		9,576,000
	345,000	Red Rock Resorts, Inc., Cl A		8,216,400		8,918,250
	150,000	Studio City International Holdings Ltd., ADR^1,2		1,875,000		2,374,500

				17,699,262		20,868,750

		Home Improvement Retail (2.08%)
	260,000	Floor & Decor Holdings, Inc., Cl A¹		8,064,999		10,717,200

		Hotels, Resorts & Cruise Lines (0.16%)
	100,000	Red Lion Hotels Corp.¹		1,085,500		808,000

		Internet & Direct Marketing Retail (0.63%)
	335,000	JUST EAT plc (United Kingdom)^1,2,4		2,365,361		3,278,108

		Restaurants (1.73%)
	600,000	Potbelly Corp.¹		6,860,029		5,106,000
	50,000	Wingstop, Inc.		1,072,182		3,801,500

				7,932,211		8,907,500

		Specialty Stores (0.46%)
	300,000	Party City Holdco, Inc.¹		3,942,226		2,382,000

	Total Consumer Discretionary			41,089,559		46,961,558


Consumer Staples (1.63%)
		Agricultural Products (1.49%)
	325,000	Limoneira Co.		7,733,156		7,647,250

		Packaged Foods & Meats (0.14%)
	1,050,000	Barfresh Food Group, Inc.¹		597,200		735,000

	Total Consumer Staples			8,330,356		8,382,250

Financials (2.33%)
		Property & Casualty Insurance (2.33%)
	175,000	Kinsale Capital Group, Inc.		7,542,193		11,999,750

Health Care (29.77%)
		Biotechnology (6.21%)
	108,000	Emergent BioSolutions, Inc.¹		5,546,690		5,456,160
	183,500	Esperion Therapeutics, Inc.¹		8,767,248		7,367,525
	675,000	Flexion Therapeutics, Inc.¹		11,769,532		8,424,000
	52,190	InflaRx NV^1,2		2,043,419		1,972,260
	168,000	Myovant Sciences Ltd.^1,2		3,913,534		4,010,160
	30,000	Sage Therapeutics, Inc.¹		2,915,767		4,771,500

				34,956,190		32,001,605


Shares			Cost		Value
Common Stocks (continued)
Health Care (continued)
		Health Care Equipment (4.91%)
	250,084	AxoGen, Inc.¹	$	4,706,102	$	5,266,769
	37,000	Inspire Medical Systems, Inc.^1,3		2,043,349		2,100,860
	182,424	IntriCon Corp.¹		6,969,971		4,575,194
	509,431	RA Medical Systems, Inc.¹		7,695,327		1,732,065
	1,570,000	ViewRay, Inc.¹		11,747,590		11,602,300

				33,162,339		25,277,188

		Health Care Services (0.13%)
	8,961	Guardant Health, Inc.¹		170,259		687,309

		Health Care Supplies (4.34%)
	1,639,409	Cerus Corp.¹		8,219,720		10,213,518
	1,414,300	Sientra, Inc.¹		13,141,593		12,134,694

				21,361,313		22,348,212

		Health Care Technology (1.47%)
	136,000	Teladoc Health, Inc.¹		4,130,522		7,561,600

		Life Sciences Tools & Services (6.50%)
	260,000	Accelerate Diagnostics, Inc.¹		4,117,791		5,465,200
	352,699	CareDx, Inc.^1,3		4,998,783		11,117,072
	509,564	Myriad Genetics, Inc.^1,3		13,242,615		16,917,525

				22,359,189		33,499,797

		Pharmaceuticals (6.21%)
	390,000	Intersect ENT, Inc.¹		12,133,667		12,538,500
	509,200	Revance Therapeutics, Inc.¹		8,701,943		8,024,992
	2,350,000	TherapeuticsMD, Inc.¹		12,049,349		11,444,500

				32,884,959		32,007,992

	Total Health Care			149,024,771		153,383,703


Industrials (16.45%)
		Aerospace & Defense (4.63%)
	110,000	Cubic Corp.		6,483,543		6,186,400
	275,600	Mercury Systems, Inc.¹		8,985,073		17,660,448

				15,468,616		23,846,848

		Electrical Components & Equipment (1.30%)
	519,474	Bloom Energy Corp., Cl A¹		6,617,226		6,711,604

		Heavy Electrical Equipment (2.23%)
	402,000	TPI Composites, Inc.¹		8,967,949		11,505,240

		Industrial Conglomerates (0.59%)
	79,000	Raven Industries, Inc.		2,915,830		3,031,230

		Industrial Machinery (5.04%)
	86,600	ESCO Technologies, Inc.		4,658,023		5,804,798
	293,000	Kornit Digital Ltd.^1,2		4,908,173		6,973,400
	240,000	Luxfer Holdings plc²		5,563,295		5,995,200
	155,000	Sun Hydraulics Corp.		7,043,642		7,209,050

				22,173,133		25,982,448

		Trading Companies & Distributors (2.66%)
	240,000	SiteOne Landscape Supply, Inc.¹		12,445,700		13,716,000

	Total Industrials			68,588,454		84,793,370


See Notes to Financial Statements.		25


Baron Discovery Fund		March 31, 2019

STATEMENT OF NET ASSETS (Unaudited) (Continued)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (continued)
Information Technology (25.50%)
		Application Software (11.76%)
	170,000	2U, Inc.¹	$	9,811,764	$	12,044,500
	60,880	Anaplan, Inc.¹		1,034,960		2,396,237
	50,700	Envestnet, Inc.¹		1,772,888		3,315,273
	75,000	QAD, Inc., Cl A		2,888,702		3,230,250
	20,000	QAD, Inc., Cl B		364,789		620,200
	788,300	RIB Software SE (Germany)^2,4		12,961,984		13,026,268
	65,000	The Trade Desk, Inc., Cl A¹		2,051,460		12,866,750
	600,000	Yext, Inc.¹		8,813,420		13,116,000

				39,699,967		60,615,478

		Electronic Equipment & Instruments (4.04%)
	60,300	Coherent, Inc.¹		9,392,121		8,545,716
	70,000	Novanta, Inc.^1,2		2,471,069		5,931,100
	260,000	PAR Technology Corp.¹		5,414,795		6,359,600

				17,277,985		20,836,416

		IT Consulting & Other Services (2.34%)
	220,000	Endava plc, ADR^1,2		4,892,618		6,050,000
	110,000	LiveRamp Holdings, Inc.¹		3,135,738		6,002,700

				8,028,356		12,052,700

		Semiconductor Equipment (2.70%)
	360,000	Ichor Holdings Ltd.^1,2		7,124,786		8,128,800
	230,000	Nova Measuring Instruments Ltd.^1,2		5,455,528		5,791,400

				12,580,314		13,920,200

		Semiconductors (0.86%)
	580,000	Everspin Technologies, Inc.¹		5,093,299		4,442,800

		Systems Software (3.80%)
	210,000	ForeScout Technologies, Inc.¹		5,279,429		8,801,100
	130,000	Qualys, Inc.¹		6,160,539		10,756,200

				11,439,968		19,557,300

	Total Information Technology			94,119,889		131,424,894


Real Estate (6.15%)
		Diversified REITs (0.99%)
	200,000	Alexander & Baldwin, Inc.		6,087,412		5,088,000

		Industrial REITs (2.02%)
	290,000	Rexford Industrial Realty, Inc.		9,719,625		10,384,900

		Specialized REITs (3.14%)
	450,000	Americold Realty Trust³		9,056,895		13,729,500
	55,000	QTS Realty Trust, Inc., Cl A		2,378,662		2,474,450

				11,435,557		16,203,950

	Total Real Estate			27,242,594		31,676,850

	Total Common Stocks			406,570,745		480,174,920

Principal Amount

Cost

Value

Short Term Investments (6.94%)

Repurchase Agreement (6.94%)

$35,734,534

Repurchase Agreement with Fixed Income Clearing Corp., dated 3/29/2019, 0.50% due 4/1/2019; Proceeds at maturity - $35,736,023; (Fully collateralized by $ 35,365,000 U.S. Treasury Note, 2.75% due 5/31/2023; Market value - $36,454,136)⁴

35,734,534

Total Investments (100.12%)

442,305,279

515,909,454

Liabilities Less Cash and Other Assets(-0.12%)

(597,540

)

Net Assets

515,311,914

Retail Shares (Equivalent to $20.20 per share
based on 7,249,994 shares outstanding)

146,463,657

Institutional Shares (Equivalent to $20.46 per share
based on 17,763,302 shares outstanding)

363,468,286

R6 Shares (Equivalent to $20.46 per share
based on 262,926 shares outstanding)

5,379,971

%	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 thissub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.

⁴	Level 2 security. See Note 7 regarding Fair Value Measurements.

^ADR	American Depositary Receipt.

All securities are Level 1, unless otherwise noted.


26		See Notes to Financial Statements.


March 31, 2019		Baron Durable Advantage Fund

STATEMENT OF NET ASSETS (Unaudited)

MARCH 31, 2019


Shares			Cost		Value
Common Stocks (95.12%)
Communication Services (9.73%)
		Cable & Satellite (2.45%)
	283	Charter Communications, Inc., Cl A¹	$	89,042	$	98,175

		Interactive Home Entertainment (2.99%)
	1,182	Electronic Arts, Inc.¹		138,754		120,127

		Interactive Media & Services (4.29%)
	147	Alphabet, Inc., Cl C¹		159,798		172,477

	Total Communication Services			387,594		390,779


Consumer Discretionary (7.94%)
		Apparel, Accessories & Luxury Goods (3.49%)
	381	LVMH Moet Hennessy Louis Vuitton SE (France)^2,3		122,482		140,335

		Home Improvement Retail (2.50%)
	523	Home Depot, Inc.		99,533		100,359

		Internet & Direct Marketing Retail (1.95%)
	45	Booking Holdings, Inc.¹		87,686		78,521

	Total Consumer Discretionary			309,701		319,215


Consumer Staples (6.57%)
		Distillers & Vintners (3.16%)
	725	Constellation Brands, Inc., Cl A		151,263		127,114

		Hypermarkets & Super Centers (1.62%)
	268	Costco Wholesale Corp.		50,734		64,893

		Personal Products (1.79%)
	434	The Estee Lauder Companies, Inc., Cl A		60,664		71,849

	Total Consumer Staples			262,661		263,856


Financials (15.38%)
		Asset Management & Custody Banks (3.30%)
	310	BlackRock, Inc.		163,147		132,485

		Financial Exchanges & Data (12.08%)
	770	CME Group, Inc.		118,440		126,726
	1,020	Moody’s Corp.		159,536		184,712
	826	S&P Global, Inc.		145,055		173,914

				423,031		485,352

	Total Financials			586,178		617,837


Health Care (16.36%)
		Health Care Equipment (4.65%)
	1,415	Danaher Corp.		139,336		186,808

		Life Sciences Tools & Services (5.24%)
	1,296	Agilent Technologies, Inc.		88,514		104,172
	147	Mettler-Toledo International, Inc.¹		89,886		106,281

				178,400		210,453

		Managed Health Care (4.51%)
	733	UnitedHealth Group, Inc.		166,293		181,242

		Pharmaceuticals (1.96%)
	1,953	AstraZeneca PLC, ADR²		76,177		78,960

	Total Health Care			560,206		657,463


Shares			Cost		Value
Common Stocks (continued)
Industrials (7.39%)
		Building Products (1.26%)
	947	AO Smith Corp.	$	57,920	$	50,494

		Industrial Machinery (1.23%)
	344	Illinois Tool Works, Inc.		57,196		49,375

		Research & Consulting Services (3.36%)
	2,487	IHS Markit Ltd.^1,2		132,342		135,243

		Trading Companies & Distributors (1.54%)
	962	Fastenal Co.		51,877		61,866

	Total Industrials			299,335		296,978


Information Technology (27.46%)
		Data Processing & Outsourced Services (5.11%)
	872	MasterCard Incorporated, Cl A		138,842		205,312

		Electronic Equipment & Instruments (1.56%)
	100	KEYENCE CORPORATION (Japan)^2,3		57,507		62,519

		Electronic Manufacturing Services (2.99%)
	1,489	TE Connectivity Ltd.²		140,781		120,237

		IT Consulting & Other Services (3.42%)
	781	Accenture plc, Cl A²		122,561		137,472

		Semiconductor Equipment (2.12%)
	452	ASML Holding N.V.²		83,279		84,999

		Semiconductors (2.93%)
	1,411	Taiwan Semiconductor Manufacturing Co., Ltd., ADR²		58,619		57,794
	566	Texas Instruments, Inc.		59,973		60,036

				118,592		117,830

		Systems Software (5.19%)
	1,769	Microsoft Corp.		156,765		208,636

		Technology Hardware, Storage & Peripherals (4.14%)
	876	Apple, Inc.		151,824		166,396

	Total Information Technology			970,151		1,103,401


Materials (1.74%)
		Specialty Chemicals (1.74%)
	162	The Sherwin-Williams Co.		65,853		69,775


Real Estate (2.55%)
		Specialized REITs (2.55%)
	226	Equinix, Inc.		100,520		102,414

	Total Common Stocks			3,542,199		3,821,718


See Notes to Financial Statements.		27


Baron Durable Advantage Fund		March 31, 2019

STATEMENT OF NET ASSETS (Unaudited) (Continued)

MARCH 31, 2019

Principal Amount

Cost

Value

Short Term Investments (6.30%)

$253,175

Repurchase Agreement with Fixed Income Clearing Corp., dated 3/29/2019, 0.50% due 4/1/2019; Proceeds at maturity - $253,185; (Fully collateralized by $255,000 U.S. Treasury Note, 2.75% due 5/31/2023; Market value - $262,853)³

253,175

Total Investments (101.42%)

3,795,374

4,074,893

Liabilities Less Cash and Other Assets(-1.42%)

(57,148

)

Net Assets

4,017,745

Retail Shares (Equivalent to $10.58 per share
based on 62,435 shares outstanding)

660,589

Institutional Shares (Equivalent to $10.61 per share
based on 277,540 shares outstanding)

2,944,576

R6 Shares (Equivalent to $10.61 per share
based on 38,894 shares outstanding)

412,580

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	Level 2 security. See Note 7 regarding Fair Value Measurements.

^ADR	American Depositary Receipt.

All securities are Level 1, unless otherwise noted.


28		See Notes to Financial Statements.


March 31, 2019		Baron Funds

STATEMENTS OF ASSETS AND LIABILITIES (Unaudited)

MARCH 31, 2019


	Baron Asset Fund		Baron Growth Fund		Baron Small Cap Fund		Baron Opportunity Fund
Assets:
Investments in securities, at value*
Unaffiliated investments	$	4,013,720,805	$	5,502,687,501	$	3,981,054,122	$	447,820,731
“Affiliated” investments		—		1,033,566,595		72,750,000		—

Total investments, at value		4,013,720,805		6,536,254,096		4,053,804,122		447,820,731
Cash		—		—		—		—
Receivable for securities sold		7,909,229		—		30,338,585		403,376
Receivable for shares sold		6,793,008		5,617,687		2,207,690		2,097,214
Dividends and interest receivable		1,708,843		5,625,931		740,592		19,728
Prepaid expenses		33,450		60,215		38,079		4,044

		4,030,165,335		6,547,557,929		4,087,129,068		450,345,093

Liabilities:
Payable for securities purchased		7,892,840		—		5,414,870		853,002
Payable for shares redeemed		6,388,083		8,381,352		7,975,701		50,749
Trustee fees payable (Note 4)		37,304		73,596		48,773		4,984
Distribution fees payable (Note 4)		705		717		151		542
Investment advisory fees payable (Note 4)		610		817		917		604
Accrued expenses and other payables		266,658		486,090		464,779		86,351

		14,586,200		8,942,572		13,905,191		996,232

Net Assets	$	4,015,579,135	$	6,538,615,357	$	4,073,223,877	$	449,348,861

Net Assets consist of:
Paid-in capital	$	1,654,926,109	$	1,753,775,815	$	1,734,411,445	$	254,330,355
Distributable earnings/(losses)		2,360,653,026		4,784,839,542		2,338,812,432		195,018,506

Net Assets	$	4,015,579,135	$	6,538,615,357	$	4,073,223,877	$	449,348,861

Retail Shares:
Net Assets	$	2,162,499,400	$	2,487,770,462	$	1,567,947,047	$	340,419,517
Shares Outstanding ($0.01 par value; indefinite shares authorized)		28,162,119		33,448,409		53,214,218		16,009,472

Net Asset Value and Offering Price Per Share	$	76.79	$	74.38	$	29.46	$	21.26

Institutional Shares:
Net Assets	$	1,777,292,876	$	3,940,749,760	$	2,343,622,064	$	94,600,385
Shares Outstanding ($0.01 par value; indefinite shares authorized)		22,260,010		51,273,040		76,268,298		4,276,467

Net Asset Value and Offering Price Per Share	$	79.84	$	76.86	$	30.73	$	22.12

R6 Shares:
Net Assets	$	75,786,859	$	110,095,135	$	161,654,766	$	14,328,959
Shares Outstanding ($0.01 par value; indefinite shares authorized)		949,349		1,432,271		5,262,137		647,089

Net Asset Value and Offering Price Per Share	$	79.83	$	76.87	$	30.72	$	22.14


*Investments in securities, at cost:
Unaffiliated investments	$	1,653,269,677	$	1,636,570,035	$	1,813,186,796	$	262,286,968
“Affiliated” investments		—		277,082,168		88,307,354		—

Total investments, at cost	$	1,653,269,677	$	1,913,652,203	$	1,901,494,150	$	262,286,968


See Notes to Financial Statements.		29


Baron Funds		March 31, 2019

STATEMENTS OF ASSETS AND LIABILITIES (Unaudited) (Continued)

MARCH 31, 2019


	Baron Fifth Avenue Growth Fund		Baron Discovery Fund		Baron Durable Advantage Fund
Assets:
Investments in securities, at value*
Unaffiliated investments	$	290,194,361	$	515,909,454	$	4,074,893
“Affiliated” investments		—		—		—

Total investments, at value		290,194,361		515,909,454		4,074,893
Cash		—		—		39,415
Receivable for securities sold		3,951,807		1,001,171		—
Receivable for shares sold		384,771		2,324,148		—
Dividends and interest receivable		608		193,089		805
Due from investment adviser		—		10,426		—
Prepaid expenses		2,626		9,410		37

		294,534,173		519,447,698		4,115,150

Liabilities:
Payable for securities purchased		4,287,655		3,635,464		56,255
Payable for shares redeemed		30,946		416,085		—
Trustee fees payable (Note 4)		3,092		3,549		64
Distribution fees payable (Note 4)		717		216		355
Investment advisory fees payable (Note 4)		396		—		—
Accrued expenses and other payables		54,840		80,470		40,731

		4,377,646		4,135,784		97,405

Net Assets	$	290,156,527	$	515,311,914	$	4,017,745

Net Assets consist of:
Paid-in capital	$	147,121,412	$	443,943,009	$	3,860,364
Distributable earnings/(losses)		143,035,115		71,368,905		157,381

Net Assets	$	290,156,527	$	515,311,914	$	4,017,745

Retail Shares:
Net Assets	$	113,515,853	$	146,463,657	$	660,589
Shares Outstanding ($0.01 par value; indefinite shares authorized)		3,714,660		7,249,994		62,435

Net Asset Value and Offering Price Per Share	$	30.56	$	20.20	$	10.58

Institutional Shares:
Net Assets	$	155,506,978	$	363,468,286	$	2,944,576
Shares Outstanding ($0.01 par value; indefinite shares authorized)		4,986,365		17,763,302		277,540

Net Asset Value and Offering Price Per Share	$	31.19	$	20.46	$	10.61

R6 Shares:
Net Assets	$	21,133,696	$	5,379,971	$	412,580
Shares Outstanding ($0.01 par value; indefinite shares authorized)		677,427		262,926		38,894

Net Asset Value and Offering Price Per Share	$	31.20	$	20.46	$	10.61


*Investments in securities, at cost:
Unaffiliated investments	$	149,916,455	$	442,305,279	$	3,795,374
“Affiliated” investments		—		—		—

Total investments, at cost	$	149,916,455	$	442,305,279	$	3,795,374


30		See Notes to Financial Statements.


March 31, 2019		Baron Funds

STATEMENTS OF OPERATIONS (Unaudited)

FOR THE SIX MONTHS ENDED MARCH 31, 2019


	Baron Asset Fund			Baron Growth Fund			Baron Small Cap Fund			Baron Opportunity Fund
Investment income:
Income:
Dividends — Unaffiliated investments	$	10,967,940		$	34,490,021		$	9,533,464		$	572,679
Dividends — “Affiliated” investments		—			11,160,000			—			—
Interest		188,298			84,704			163,048			41,864
Foreign taxes withheld on dividends		—			—			(135,911	)		—

Total income		11,156,238			45,734,725			9,560,601			614,543

Expenses:
Investment advisory fees (Note 4)		16,834,792			30,538,023			19,628,666			2,078,356
Distribution fees — Retail Shares (Note 4)		2,509,658			2,945,651			1,892,952			395,586
Shareholder servicing agent fees and expenses — Retail Shares		136,300			110,075			84,058			32,040
Shareholder servicing agent fees and expenses — Institutional Shares		33,350			85,215			48,780			7,392
Shareholder servicing agent fees and expenses — R6 Shares		1,527			2,219			3,165			289
Reports to shareholders		255,100			455,880			504,400			40,550
Registration and filing fees		104,700			158,840			85,200			57,050
Trustee fees and expenses		82,863			163,387			105,322			11,792
Custodian and fund accounting fees		65,045			121,055			82,405			28,900
Professional fees		44,470			84,388			59,850			22,980
Administration fees		26,470			29,760			27,535			22,880
Line of credit fees		18,135			32,424			20,846			2,326
Insurance expense		17,807			33,994			23,138			1,694
Miscellaneous expenses		1,949			4,503			1,959			1,957

Total operating expenses		20,132,166			34,765,414			22,568,276			2,703,792
Interest expense on borrowings		—			115,579			—			—

Total expenses		20,132,166			34,880,993			22,568,276			2,703,792

Net investment income (loss)		(8,975,928	)		10,853,732			(13,007,675	)		(2,089,249	)

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments sold — Unaffiliated investments		25,547,453			217,030,665			264,415,828			19,294,027
Net realized gain (loss) on foreign currency transactions		—			8,330			(2,617	)		377
Change in net unrealized appreciation (depreciation) of:
Investments — Unaffiliated investments		14,323,555			(247,242,627	)		(499,097,743	)		(15,998,540	)
Investments — “Affiliated” investments		—			(81,354,195	)		14,229,554			—
Foreign currency translations		—			(436	)		(2,597	)		—

Net gain (loss) on investments		39,871,008			(111,558,263	)		(220,457,575	)		3,295,864

Net increase (decrease) in net assets resulting from operations	$	30,895,080		$	(100,704,531	)	$	(233,465,250	)	$	1,206,615


See Notes to Financial Statements.		31


Baron Funds		March 31, 2019

STATEMENTS OF OPERATIONS (Unaudited) (Continued)

FOR THE SIX MONTHS ENDED MARCH 31, 2019


	Baron Fifth Avenue Growth Fund			Baron Discovery Fund			Baron Durable Advantage Fund
Investment income:
Income:
Dividends — Unaffiliated investments	$	466,444		$	749,989		$	24,276
Dividends — “Affiliated” investments		—			—			—
Interest		31,155			74,308			631
Foreign taxes withheld on dividends		—			—			(280	)

Total income		497,599			824,297			24,627

Expenses:
Investment advisory fees (Note 4)		950,283			1,975,197			12,107
Distribution fees — Retail Shares (Note 4)		137,683			141,194			723
Shareholder servicing agent fees and expenses — Retail Shares		15,380			12,784			6,102
Shareholder servicing agent fees and expenses — Institutional Shares		8,054			13,543			4,139
Shareholder servicing agent fees and expenses — R6 Shares		436			111			9
Reports to shareholders		16,950			36,750			384
Registration and filing fees		38,390			79,000			37,690
Trustee fees and expenses		7,184			8,655			91
Custodian and fund accounting fees		24,786			35,391			16,774
Professional fees		23,856			24,540			19,392
Administration fees		22,651			22,829			24,250
Line of credit fees		1,528			2,212			17
Insurance expense		1,248			1,771			16
Miscellaneous expenses		1,944			1,957			1,908

Total operating expenses		1,250,373			2,355,934			123,602
Interest expense on borrowings		—			—			—

Total expenses		1,250,373			2,355,934			123,602
Reimbursement of expenses by Adviser — Retail Shares (Note 4)		(43,645	)		(17,263	)		(21,859	)
Reimbursement of expenses by Adviser — Institutional Shares (Note 4)		(45,363	)		(24,645	)		(77,528	)
Reimbursement of expenses by Adviser — R6 Shares (Note 4)		(5,522	)		(361	)		(10,454	)

Net expenses		1,155,843			2,313,665			13,761

Net investment income (loss)		(658,244	)		(1,489,368	)		10,866

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments sold — Unaffiliated investments		5,857,012			2,969,551			(103,894	)
Net realized gain (loss) on foreign currency transactions		(9,141	)		(284	)		(1	)
Change in net unrealized appreciation (depreciation) of:
Investments — Unaffiliated investments		(11,712,087	)		(25,197,454	)		52,254
Investments — “Affiliated” investments		—			—			—
Foreign currency translations		—			(133	)		7

Net gain (loss) on investments		(5,864,216	)		(22,228,320	)		(51,634	)

Net increase (decrease) in net assets resulting from operations	$	(6,522,460	)	$	(23,717,688	)	$	(40,768	)


32		See Notes to Financial Statements.


March 31, 2019		Baron Funds

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)


	Baron Asset Fund						Baron Growth Fund						Baron Small Cap Fund
	For the Six Months Ended March 31, 2019			For the Year Ended September 30, 2018			For the Six Months Ended March 31, 2019			For the Year Ended September 30, 2018			For the Six Months Ended March 31, 2019			For the Year Ended September 30, 2018
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	(8,975,928	)	$	(22,870,685	)	$	10,853,732		$	(6,109,140	)	$	(13,007,675	)	$	(39,158,929	)
Net realized gain (loss)		25,547,453			246,510,674			217,038,995			418,906,952			264,413,211			319,980,930
Change in net unrealized appreciation (depreciation)		14,323,555			460,312,015			(328,597,258	)		1,063,864,961			(484,870,786	)		710,656,024

Increase (decrease) in net assets resulting from operations		30,895,080			683,952,004			(100,704,531	)		1,476,662,773			(233,465,250	)		991,478,025

Distributions to shareholders from:
Distributable earnings — Retail Shares		(129,587,191	)		(137,145,474	)		(169,748,607	)		(286,221,373	)		(139,200,153	)		(212,143,374	)
Distributable earnings — Institutional Shares		(76,287,075	)		(69,986,292	)		(253,497,504	)		(368,081,112	)		(200,198,138	)		(289,023,146	)
Distributable earnings — R6 Shares		(4,128,329	)		(1,607,248	)		(6,757,066	)		(1,451,955	)		(11,607,108	)		(12,501,687	)

Decrease in net assets from distributions to shareholders		(210,002,595	)		(208,739,014	)		(430,003,177	)		(655,754,440	)		(351,005,399	)		(513,668,207	)

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		59,382,049			145,710,396			76,366,513			213,929,778			63,824,856			143,456,114
Proceeds from the sale of shares — Institutional Shares		543,482,499			317,182,069			399,245,956			676,657,030			191,146,516			376,610,849
Proceeds from the sale of shares — R6 Shares		3,217,797			42,718,734			8,277,563			85,899,908			24,144,969			50,674,971
Net asset value of shares issued in reinvestment of distributions — Retail Shares		126,195,847			133,709,022			166,152,109			280,013,446			136,479,004			208,476,203
Net asset value of shares issued in reinvestment of distributions — Institutional Shares		73,525,685			67,770,160			244,717,993			355,815,178			189,732,531			274,001,939
Net asset value of shares issues in reinvestment of distribution — R6 Shares		4,128,329			1,607,248			6,757,066			1,451,955			11,607,108			12,501,687
Cost of shares redeemed — Retail Shares		(156,421,429	)		(298,949,695	)		(283,586,618	)		(741,149,282	)		(229,894,361	)		(429,031,648	)
Cost of shares redeemed — Institutional Shares		(106,096,752	)		(255,979,096	)		(533,003,118	)		(810,971,404	)		(399,463,295	)		(641,665,078	)
Cost of shares redeemed — R6 Shares		(1,630,466	)		(2,632,984	)		(5,036,646	)		(5,762,745	)		(13,033,056	)		(26,381,460	)

Increase (decrease) in net assets derived from capital share transactions		545,783,559			151,135,854			79,890,818			55,883,864			(25,455,728	)		(31,356,423	)

Net increase (decrease) in net assets		366,676,044			626,348,844			(450,816,890	)		876,792,197			(609,926,377	)		446,453,395

Net Assets:
Beginning of period		3,648,903,091			3,022,554,247			6,989,432,247			6,112,640,050			4,683,150,254			4,236,696,859

End of period	$	4,015,579,135		$	3,648,903,091		$	6,538,615,357		$	6,989,432,247		$	4,073,223,877		$	4,683,150,254

Capital share transactions — Retail Shares
Shares sold		834,869			1,979,848			1,094,779			2,928,463			2,312,301			4,700,114
Shares issued in reinvestment of distributions		1,778,158			1,932,766			2,395,503			4,139,149			5,032,412			7,437,610
Shares redeemed		(2,201,341	)		(4,087,569	)		(4,098,113	)		(10,164,662	)		(8,509,613	)		(14,231,999	)

Net increase (decrease)		411,686			(174,955	)		(607,831	)		(3,097,050	)		(1,164,900	)		(2,094,275	)

Capital share transactions — Institutional Shares
Shares sold		7,138,177			4,114,203			5,751,315			8,883,101			6,663,073			11,959,733
Shares issued in reinvestment of distributions		997,229			947,569			3,417,372			5,118,906			6,713,819			9,438,578
Shares redeemed		(1,471,500	)		(3,437,913	)		(7,652,404	)		(10,949,366	)		(14,276,592	)		(20,373,903	)

Net increase (decrease)		6,663,906			1,623,859			1,516,283			3,052,641			(899,700	)		1,024,408

Capital share transactions — R6 Shares
Shares sold		44,564			574,868			113,672			1,177,916			862,400			1,621,053
Shares issued in reinvestment of dividends		56,000			22,476			94,346			20,885			410,871			430,796
Shares redeemed		(22,218	)		(34,172	)		(68,851	)		(75,433	)		(452,671	)		(833,374	)

Net increase (decrease)		78,346			563,172			139,167			1,123,368			820,600			1,218,475


See Notes to Financial Statements.		33


Baron Funds		March 31, 2019

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) (Continued)


	Baron Opportunity Fund						Baron Fifth Avenue Growth Fund
	For the Six Months Ended March 31, 2019			For the Year Ended September 30, 2018			For the Six Months Ended March 31, 2019			For the Year Ended September 30, 2018
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	(2,089,249	)	$	(3,679,738	)	$	(658,244	)	$	(1,128,622	)
Net realized gain (loss)		19,294,404			19,097,360			5,847,871			3,777,328
Change in net unrealized appreciation (depreciation)		(15,998,540	)		90,239,084			(11,712,087	)		55,249,261

Increase (decrease) in net assets resulting from operations		1,206,615			105,656,706			(6,522,460	)		57,897,967

Distributions to shareholders from:
Distributable earnings — Retail Shares		(15,007,464	)		(27,302,633	)		—			—
Distributable earnings — Institutional Shares		(3,825,457	)		(7,324,844	)		—			—
Distributable earnings — R6 Shares		(568,972	)		(146,779	)		—			—

Decrease in net assets from distributions to shareholders		(19,401,893	)		(34,774,256	)		—			—

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		33,779,266			148,307,035			11,422,092			52,971,547
Proceeds from the sale of shares — Institutional Shares		21,694,021			43,391,025			25,605,142			61,793,522
Proceeds from the sale of shares — R6 Shares		101,378			10,775,252			14,378			13,907,376
Net asset value of shares issued in reinvestment of distributions — Retail Shares		14,672,714			26,639,115			—			—
Net asset value of shares issued in reinvestment of distributions — Institutional Shares		3,594,064			7,193,158			—			—
Net asset value of shares issues in reinvestment of distribution — R6 Shares		568,972			146,779			—			—
Cost of shares redeemed — Retail Shares		(56,999,504	)		(68,353,321	)		(26,699,717	)		(35,442,845	)
Cost of shares redeemed — Institutional Shares		(23,822,843	)		(19,134,278	)		(19,442,844	)		(26,943,779	)
Cost of shares redeemed — R6 Shares		(10,117	)		(4,762	)		(36,164	)		(38,609	)

Increase (decrease) in net assets derived from capital share transactions		(6,422,049	)		148,960,003			(9,137,113	)		66,247,212

Net increase (decrease) in net assets		(24,617,327	)		219,842,453			(15,659,573	)		124,145,179

Net Assets:
Beginning of period		473,966,188			254,123,735			305,816,100			181,670,921

End of period	$	449,348,861		$	473,966,188		$	290,156,527		$	305,816,100

Capital share transactions — Retail Shares
Shares sold		1,726,731			7,557,683			406,342			1,853,727
Shares issued in reinvestment of distributions		768,205			1,571,629			—			—
Shares redeemed		(2,998,755	)		(3,486,243	)		(953,366	)		(1,232,408	)

Net increase (decrease)		(503,819	)		5,643,069			(547,024	)		621,319

Capital share transactions — Institutional Shares
Shares sold		1,064,825			2,070,452			887,352			2,100,233
Shares issued in reinvestment of distributions		181,061			410,100			—			—
Shares redeemed		(1,189,754	)		(969,977	)		(713,617	)		(947,317	)

Net increase (decrease)		56,132			1,510,575			173,735			1,152,916

Capital share transactions — R6 Shares
Shares sold		4,667			550,824			457			487,758
Shares issued in reinvestment of dividends		28,635			8,363			—			—
Shares redeemed		(563	)		(240	)		(1,413	)		(1,333	)

Net increase (decrease)		32,739			558,947			(956	)		486,425


34		See Notes to Financial Statements.


March 31, 2019		Baron Funds

STATEMENTS OF CHANGES IN NET ASSETS (Unaudited) (Continued)


	Baron Discovery Fund						Baron Durable Advantage Fund
	For the Six Months Ended March 31, 2019			For the Year Ended September 30, 2018			For the Six Months Ended March 31, 2019			For the Period Ended September 30, 2018¹
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	(1,489,368	)	$	549,549		$	10,866		$	9,541
Net realized gain (loss)		2,969,267			28,185,906			(103,895	)		(26,238	)
Change in net unrealized appreciation (depreciation)		(25,197,587	)		53,718,312			52,261			227,257

Increase (decrease) in net assets resulting from operations		(23,717,688	)		82,453,767			(40,768	)		210,560

Distributions to shareholders from:
Distributable earnings — Retail Shares		(7,715,143	)		(48,993	)		(1,989	)		—
Distributable earnings — Institutional Shares		(18,229,890	)		(244,807	)		(9,620	)		—
Distributable earnings — R6 Shares		(356,349	)		(7,283	)		(1,393	)		—

Decrease in net assets from distributions to shareholders		(26,301,382	)		(301,083	)		(13,002	)		—

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		78,230,812			65,318,638			82,554			1,611,165
Proceeds from the sale of shares — Institutional Shares		176,194,725			149,777,093			32,218			2,880,771
Proceeds from the sale of shares — R6 Shares		1,042,997			2,454,595			—			431,489
Net asset value of shares issued in reinvestment of distributions — Retail Shares		7,658,228			48,796			1,905			—
Net asset value of shares issued in reinvestment of distributions — Institutional Shares		17,151,065			216,670			9,620			—
Net asset value of shares issues in reinvestment of distribution — R6 Shares		356,349			7,283			1,393			—
Cost of shares redeemed — Retail Shares		(33,482,712	)		(113,762,983	)		(3,360	)		(1,095,401	)
Cost of shares redeemed — Institutional Shares		(75,033,550	)		(38,843,415	)		(62,301	)		(4,738	)
Cost of shares redeemed — R6 Shares		(805,360	)		(1,348,639	)		(24,350	)		(10	)

Increase (decrease) in net assets derived from capital share transactions		171,312,554			63,868,038			37,679			3,823,276

Net increase (decrease) in net assets		121,293,484			146,020,722			(16,091	)		4,033,836

Net Assets:
Beginning of period		394,018,430			247,997,708			4,033,836			—

End of period	$	515,311,914		$	394,018,430		$	4,017,745		$	4,033,836

Capital share transactions — Retail Shares
Shares sold		4,066,862			3,167,654			8,389			158,803
Shares issued in reinvestment of distributions		400,954			2,690			193			—
Shares redeemed		(1,769,624	)		(6,087,493	)		(345	)		(104,605	)

Net increase (decrease)		2,698,192			(2,917,149	)		8,237			54,198

Capital share transactions — Institutional Shares
Shares sold		9,050,853			7,243,735			3,353			280,159
Shares issued in reinvestment of distributions		887,277			11,840			971			—
Shares redeemed		(3,833,585	)		(2,001,903	)		(6,475	)		(468	)

Net increase (decrease)		6,104,545			5,253,672			(2,151	)		279,691

Capital share transactions — R6 Shares
Shares sold		52,348			125,327			—			41,260
Shares issued in reinvestment of dividends		18,435			398			140			—
Shares redeemed		(42,605	)		(70,934	)		(2,505	)		(1	)

Net increase (decrease)		28,178			54,791			(2,365	)		41,259

¹	For the period January 2, 2018 (commencement of operations) to September 30, 2018.


See Notes to Financial Statements.		35


Baron Funds		March 31, 2019

NOTES TO FINANCIAL STATEMENTS (Unaudited)

1. ORGANIZATION

Baron Investment Funds Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as anopen-end management investment company established as a Massachusetts business trust on February 19, 1987, and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services — Investment Companies. The Trust currently offers seven series (individually, a “Fund” and collectively, the “Funds”): Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund and Baron Durable Advantage Fund.

Each Fund offers Retail Shares, Institutional Shares and R6 Shares. Each class of shares differs only in its 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 throughfee-based platforms, retirement platforms or other platforms. R6 Shares are for investments in the amount of $5 million or more per Fund. R6 Shares are available only to qualified 401(a) plans (including 401(k) plans, Keogh plans, profit sharing plans, money purchase pension plans, target benefit plans, defined benefit pension plans and Taft-Hartley multi-employer pension plans), endowment funds and foundations, any state, county or city, or its instrumentality, department, authority, or agency, 457 plans, including 457(a) governmental entity plans andtax-exempt plans, accounts registered to insurance companies, trust companies and bank trust departments, investment companies, both affiliated and not affiliated with the adviser, and any entity that is considered a corporation for tax purposes, including corporatenon-qualified deferred compensation plans of such corporations. Each class of shares has equal rights to earnings and assets, except that each class bears different expenses for distribution and shareholder servicing. Each Fund’s investment income, realized and unrealized gains or losses on investments and foreign currency, and expenses other than those attributable to a specific class are allocated to each class based on its relative net assets. Each class of shares has exclusive voting rights with respect to matters that affect just that class. The investment goals of the Funds are as follows:

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

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

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

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

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

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

Baron Durable Advantage Fund seeks capital appreciation through long-term investments primarily in securities oflarge-sized companies.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by the Funds. The policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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 (“NAV”) are calculated as of the scheduled close of the regular trading session (usually 4 p.m. E.T. or such other time as of which the Funds’ NAVs are calculated (the “NAV Calculation Time”)) on the New York Stock Exchange (the “Exchange”) on any day the Exchange is scheduled to be 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”). Some of the more common reasons that may necessitate that a security be valued using “fair value” pricing may include, but are not limited to: trading of the security has been halted or suspended; or the security has not been traded for an extended period of time. The Adviser has a Fair Valuation Committee (the “Committee”) comprised of senior management representatives 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. U.S. Government obligations, money market instruments, and other debt instruments held by the Funds with a remaining maturity of 60 days or less are generally valued at amortized cost, which approximates fair value. Debt instruments having a greater remaining maturity 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/convertible preferred stocks is determined 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. Other inputs used by an independent pricing service to value convertible bonds/convertible preferred stocks generally include underlying stock data, conversion premiums, listed bond and preferred stock prices and other market information which may include benchmark curves, trade execution data, sensitivity analysis, when available, or intrinsic value, which is calculated as the price of the common share on the valuation date adjusted for accrued and unpaid dividends.Open-end investment companies, including securities lending collateral invested in registered investment company money market funds, are valued at their NAV each day.


March 31, 2019		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Non-U.S. equity securities traded on foreign securities exchanges are generally valued using an independent pricing vendor that provides model prices derived by applying daily fair value factors based on information such as local closing price, relevant general and sector indexes, currency fluctuations, and depositary receipts, as applicable. Securities valued using such model prices are classified as Level 2 in the fair value hierarchy. The models generate an evaluated adjustment factor for each security, which is applied to the local closing price to adjust it for post-closing market movements up to the time the Funds are valued. If the vendor does not provide an evaluated price, securities are valued based on their most recent closing prices and translated into U. S. dollars. The Adviser may also fair value securities in other situations, for example, when a particular foreign market is closed but the Funds are open. 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 theex-dividend date and interest income is recognized on an accrual basis, which includes the accretion of discounts and amortization of premiums.Non-cash dividends received in the form of stock, if any, are recognized on theex-dividend date and recorded asnon-cash dividend income at fair value. 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 theex-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.

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 NAV 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 on the Statements of Operations. 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 collateral ismarked-to-market daily and settled on the next business day. 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.

The Funds did not participate in securities lending activities during the six months ended March 31, 2019.

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 ismarked-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. The information required to be disclosed by FASB Accounting Standards UpdateNo. 2011-11 for the Funds’ investments in repurchase agreements at March 31, 2019, 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.

f) Master Limited Partnerships. The Funds may invest in master limited partnerships (“MLPs”). MLPs are limited partnerships or limited liability companies, whose partnership units or limited liability interests are listed and traded on a U.S. securities exchange, and are treated as publicly traded partnerships for federal income tax purposes. To qualify to be treated as a partnership for tax purposes, an MLP must receive at least 90% of its income from qualifying sources as set forth in Section 7704(d) of the Internal Revenue Code of 1986, as amended. These qualifying sources include interest, dividend, real property rent, gain from sale or other disposition of real property and income from activities such as the exploration, development, mining, production, processing, refining, transportation, storage and marketing of mineral or natural resources.

g) 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.


Baron Funds		March 31, 2019

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

h) 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.

i) 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 companies, late year loss deferral, post-October loss deferral, and wash sale loss deferral.

j) 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.

k) 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.

3. PURCHASES AND SALES OF SECURITIES

Purchases and sales of securities, other than short term securities, for the year ended March 31, 2019 were as follows:



Fund	Purchases		Sales
Baron Asset Fund	$	385,738,954	$	72,291,938
Baron Growth Fund		49,859,291		321,292,347
Baron Small Cap Fund		237,631,165		645,252,751
Baron Opportunity Fund		73,479,804		98,600,656
Baron Fifth Avenue Growth Fund		30,075,265		36,191,298
Baron Discovery Fund		210,577,023		68,505,016
Baron Durable Advantage Fund		472,747		279,649

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 from Baron Asset Fund, Baron Growth Fund, Baron Small Cap Fund, Baron Opportunity Fund and Baron Discovery Fund equal to 1% per annum of the average daily net assets of the respective Funds. The Adviser receives a fee payable monthly equal to 0.70% per annum of Baron Fifth Avenue Growth Fund’s average daily net assets and 0.65% per annum of Baron Durable Advantage Fund’s average daily net assets.

For Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, Baron Discovery Fund and Baron Durable Advantage Fund, 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

Fund	Retail Shares			Institutional Shares			R6 Shares
Baron Opportunity Fund		1.50	%		1.25	%		1.24	%
Baron Fifth Avenue Growth Fund		1.00	%		0.75	%		0.75	%
Baron Discovery Fund		1.35	%		1.10	%		1.09	%
Baron Durable Advantage Fund		0.95	%		0.70	%		0.70	%

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 Rule12b-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.


March 31, 2019		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES (Continued)

e) Cross Trades. The Funds are permitted to purchase securities from, or sell securities to, other Funds within the Trust, other funds in the Baron Select Funds, and other entities advised or subadvised by the Adviser, pursuant to “Cross-Trading” Procedures adopted by the Board. These procedures have been designed to ensure that any cross-trade of securities by the respective Baron Fund from or to another fund/other entity that is or could be considered an affiliate of a Fund under certain limited circumstances by virtue of having a common investment adviser, common officers, or common trustees complies with Rule17a-7 under the 1940 Act. Further, as defined under these procedures, each cross-trade is effected at the current market price and with no commissions. Pursuant to these procedures, for the six months ended March 31, 2019, the Funds engaged in the following cross-trades:



	Purchases		Sales		Net Realized Gains (Losses)
Baron Opportunity Fund	$	512,329	$	39,000	$	(56,986	)
Baron Discovery Fund		281,360		512,329		379,378

5. LINE OF CREDIT

The Funds, together with other funds in Baron Select Funds (except Baron Partners Fund), participate in a committed line of credit agreement with State Street to be used for temporary purposes, primarily for financing redemptions. Each fund may borrow up to the lesser of $100 million or the maximum amount each fund may borrow under the 1940 Act, the limitations included in each fund’s prospectus, or any limit or restriction under any law or regulation to which each fund is subject or any agreement to which each fund is a party; provided that the aggregate outstanding principal amount of all loans to any of the funds may not exceed $100 million. Interest is charged to each fund, based on its borrowings, at a rate per annum equal to the higher of the Overnight Federal Funds Rate or the Overnight LIBOR Rate plus a margin of 1.00%. An upfront fee of 0.05% is incurred on the commitment amount and a commitment fee of 0.20% per annum is incurred on the unused portion of the line of credit. Both fees are allocated to the participating funds based on their relative net assets. During the six months ended March 31, 2019, Baron Growth Fund had borrowings under the line of credit and incurred interest expense of $115,579. For the 33 days during which there were borrowings, Baron Growth Fund had an average daily balance on the line of credit of $36.3 million at a weighted average interest rate of 3.52%.

6. RESTRICTED SECURITIES

At March 31, 2019, 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 March 31, 2019, the Funds held investments in restricted and/or illiquid securities that were valued pursuant to policies and procedures for fair value pricing as follows:



	Baron Asset Fund

Name of Issuer	Acquisition Date(s)		Value
Private Partnerships
Windy City Investments Holdings, L.L.C.		11/13/2007-1/27/2011	$	190,518

(Cost $0) (0.00% of Net Assets)

	Baron Growth Fund

Name of Issuer	Acquisition Date(s)		Value
Common Stocks
OneSpaWorld Holdings Ltd.		3/19/2019-3/20/2019	$	7,486,950
Private Preferred Stocks
Schrödinger Inc. Series E		11/9/2018		5,366,965
Private Partnerships
Windy City Investments Holdings, L.L.C.		11/13/2007-1/27/2011		64,130
Warrants
OneSpaWorld Holdings Ltd. Warrants Exp 3/19/2024		3/19/2019		418,875


Total Restricted Securities			$	13,336,920

(Cost $10,549,999)^†(0.20% of Net Assets)

	Baron Small Cap Fund

Name of Issuer	Acquisition Date(s)		Value
Common Stocks
OneSpaWorld Holdings Ltd.		3/19/2019-3/20/2019	$	20,235,000
Warrants
OneSpaWorld Holdings Ltd. Warrants Exp 3/19/2024		3/19/2019		1,132,089


Total Restricted Securities			$	21,367,089

(Cost $15,000,000)^†(0.52% of Net Assets)

†	See Statements of Net Assets for cost of individual securities.


Baron Funds		March 31, 2019

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

•

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

The inputs or methodology used for valuing securities are not necessarily an indication of the risk or liquidity 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 to more accurately reflect their fair value. Since these values obtained from quoted prices in an active market are adjusted, 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 March 31, 2019 in valuing the Funds’ investments carried at fair value:



	Baron Asset Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†	$	3,914,345,799	$	—	$	—	$	3,914,345,799
Private Partnerships		—		—		190,518		190,518
Short Term Investments		—		99,184,488		—		99,184,488

Total Investments	$	3,914,345,799	$	99,184,488	$	190,518	$	4,013,720,805


	Baron 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^†	$	6,462,812,191	$	18,042,734	$	—	$	6,480,854,925
Preferred Stocks		—		37,078,321		—		37,078,321
Private Preferred Stocks		—		—		5,366,965		5,366,965
Private Partnerships		—		—		64,130		64,130
Warrants		—		418,875		—		418,875
Short Term Investments		—		12,470,880		—		12,470,880

Total Investments	$	6,462,812,191	$	68,010,810	$	5,431,095	$	6,536,254,096

†	See Statements of Net Assets for additional detailed categorizations.


March 31, 2019		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

7. FAIR VALUE MEASUREMENTS (Continued)



	Baron Small Cap Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†	$	3,907,299,985	$	77,626,795	$	—	$	3,984,926,780
Warrants		—		1,132,089		—		1,132,089
Short Term Investments		—		67,745,253		—		67,745,253

Total Investments	$	3,907,299,985	$	146,504,137	$	—	$	4,053,804,122


	Baron Opportunity Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†	$	423,662,990	$	—	$	—	$	423,662,990
Short Term Investments		—		24,157,741		—		24,157,741

Total Investments	$	423,662,990	$	24,157,741	$	—	$	447,820,731


	Baron Fifth Avenue 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^†	$	263,737,181	$	11,875,611	$	—	$	275,612,792
Short Term Investments		—		14,581,569		—		14,581,569

Total Investments	$	263,737,181	$	26,457,180	$	—	$	290,194,361


	Baron Discovery Fund

Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Other Observable Inputs (Level 2)		Unobservable Inputs (Level 3)		Total
Common Stocks^†	$	463,870,544	$	16,304,376	$	—	$	480,174,920
Short Term Investments		—		35,734,534		—		35,734,534

Total Investments	$	463,870,544	$	52,038,910	$	—	$	515,909,454


	Baron Durable 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^†	$	3,618,864	$	202,854	$	—	$	3,821,718
Short Term Investments		—		253,175		—		253,175

Total Investments	$	3,618,864	$	456,029	$	—	$	4,074,893

†	See Statements of Net Assets for additional detailed categorizations.


Baron Funds		March 31, 2019

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

7. FAIR VALUE MEASUREMENTS (Continued)

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



	Baron Asset Fund

Investments in Securities	Balance as of September 30, 2018		Accrued Premiums/ Discounts		Net Realized Gain (Loss)		Change in Net Unrealized Appreciation (Depreciation)		Purchases		Sales/ Distributions		Transfers Into Level 3		Transfers Out of Level 3		Balance as of March 31, 2019		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at March 31, 2019
Private Partnerships
Financials	$	183,462	$	—	$	—	$	7,056	$	—	$	—	$	—	$	—	$	190,518	$	7,056


	Baron Growth Fund

Investments in Securities	Balance as of September 30, 2018		Accrued Premiums/ Discounts		Net Realized Gain (Loss)		Change in Net Unrealized Appreciation (Depreciation)		Purchases		Sales/ Distributions		Transfers Into Level 3		Transfers Out of Level 3		Balance as of March 31, 2019		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at March 31, 2019
Private Preferred Stocks
Health Care	$	—	$	—	$	—	$	366,966	$	4,999,999	$	—	$	—	$	—	$	5,366,965	$	366,966
Private Partnerships
Financials		61,755		—		—		2,375		—		—		—		—		64,130		2,375

Total	$	61,755	$	—	$	—	$	369,341	$	4,999,999	$	—	$	—	$	—	$	5,431,095	$	369,341

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,non-deductible interest expense, reclassification of distributions, partnership basis adjustments, income from passive foreign investment companies, late year loss deferral, post-October loss deferral, and wash sale loss deferral. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character. Financial records are not adjusted for temporary differences.

As of March 31, 2019, the components of net assets on a tax basis were as follows:



	Baron Asset Fund			Baron Growth Fund			Baron Small Cap Fund			Baron Opportunity Fund			Baron Fifth Avenue Growth Fund			Baron Discovery Fund			Baron Durable Advantage Fund
Cost of investments	$	1,653,269,677		$	1,913,652,203		$	1,901,494,150		$	262,286,968		$	149,916,455		$	442,305,279		$	3,795,374

Gross tax unrealized appreciation		2,364,714,850			4,641,320,159			2,211,101,502			189,332,853			140,345,939			95,774,267			398,737
Gross tax unrealized depreciation		(4,263,722	)		(18,718,266	)		(58,791,530	)		(3,799,090	)		(68,033	)		(22,170,092	)		(119,218	)

Net tax unrealized appreciation (depreciation)		2,360,451,128			4,622,601,893			2,152,309,972			185,533,763			140,277,906			73,604,175			279,519
Net tax unrealized currency appreciation (depreciation)		—			(436	)		(2,597	)		—			—			(186	)		(1	)
Undistributed (accumulated) net investment income (loss)		(27,029,620	)		17,191,737			(38,565,851	)		(5,018,148	)		(1,643,321	)		(2,484,568	)		8,112
Undistributed (accumulated) net realized gain (loss)		27,231,518			145,046,348			225,070,908			14,502,891			4,400,530			249,484			(130,249	)
Paid-in capital		1,654,926,109			1,753,775,815			1,734,411,445			254,330,355			147,121,412			443,943,009			3,860,364

Net Assets	$	4,015,579,135		$	6,538,615,357		$	4,073,223,877		$	449,348,861		$	290,156,527		$	515,311,914		$	4,017,745


March 31, 2019		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

8. INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS (Continued)

As of September 30, 2018, the Funds had capital loss carryforwards expiring as follows:



	Baron Asset Fund		Baron Growth Fund		Baron Small Cap Fund		Baron Opportunity Fund		Baron Fifth Avenue Growth Fund		Baron Discovery Fund		Baron Durable Advantage Fund
Short term capital loss carryforwards:
No expiration date	$	—	$	—	$	—	$	—	$	1,434,901	$	—	$	26,354

The tax character of distributions paid during the six months ended March 31, 2019 and for the year ended September 30, 2018 was as follows:



	Six Months Ended March 31, 2019				Year Ended September 30, 2018

Fund	Ordinary¹		Long Term Capital Gain		Ordinary¹		Long Term Capital Gain
Baron Asset Fund	$	—	$	210,002,595	$	—	$	208,739,014
Baron Growth Fund		—		430,003,177		—		655,754,440
Baron Small Cap Fund		—		351,005,399		—		513,668,207
Baron Opportunity Fund		—		19,401,893		—		34,774,256
Baron Fifth Avenue Growth Fund		—		—		—		—
Baron Discovery Fund		—		26,301,382		301,083		—
Baron Durable Advantage Fund		13,002		—		—		—

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 March 31, 2019, 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.

9. OWNERSHIP CONCENTRATION

As of March 31, 2019, the officers, trustees, and portfolio managers owned, directly or indirectly, 14.10% of Baron Fifth Avenue Growth Fund and 48.29% of Baron Durable Advantage Fund. As a result of their ownership, these investors may be able to materially affect the outcome of matters presented to Baron Fifth Avenue Growth Fund and Baron Durable Advantage Fund shareholders.

10. TRANSACTIONS IN “AFFILIATED” COMPANIES¹

BARON GROWTH FUND



Name of Issuer	Value at September 30, 2018		Purchase Cost		Sales Proceeds		Change in Net Unrealized Appreciation (Depreciation)			Realized Gains/ (Losses)		Dividend Income		Shares Held at March 31, 2019		Value at March 31, 2019		% of Net Assets at March 31, 2019
“Affiliated” Company as of March 31, 2019:
Benefitfocus, Inc.	$	88,990,000	$	—	$	—	$	19,954,000		$	—	$	—		2,200,000	$	108,944,000		1.67	%
Choice Hotels International, Inc.		249,900,000		—		—		(16,680,000	)		—		1,290,000		3,000,000		233,220,000		3.57	%
Iridium Communications, Inc.		168,489,833		—		—		29,504,441			—		—		7,488,437		197,994,274		3.03	%
Iridium Communications, Inc., Series B, 6.75%		31,258,957		—		—		5,819,364			—		—		41,074		37,078,321		0.57	%
Vail Resorts, Inc.		576,282,000		—		—		(119,952,000	)		—		9,870,000		2,100,000		456,330,000		6.98	%

	$	1,114,920,790	$	—	$	—	$	(81,354,195	)	$	—	$	11,160,000			$	1,033,566,595

¹	An “Affiliated” Company (“affiliated person” 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 six months ended March 31, 2019.


Baron Funds		March 31, 2019

NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)

10. TRANSACTIONS IN “AFFILIATED” COMPANIES¹ (Continued)

BARON SMALL CAP FUND



Name of Issuer	Value at September 30, 2018		Purchase Cost		Sales Proceeds		Change in Net Unrealized Appreciation (Depreciation)		Realized Gains/ (Losses)		Dividend Income		Shares Held at March 31, 2019		Value at March 31, 2019		% of Net Assets at March 31, 2019
“Affiliated” Company as of March 31, 2019:
Installed Building Products, Inc.	$	48,750,000	$	9,770,446	$	—	$	14,229,554	$	—	$	—		1,500,000	$	72,750,000		1.79	%

¹	An “Affiliated” Company (“affiliated person” 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 six months ended March 31, 2019.

11. RECENT ACCOUNTING PRONOUNCEMENTS:

As of November 5, 2018, pursuant to the SEC Release#33-10532 “Disclosure Update and Simplification,” funds are no longer required to disclose whether the distributions from earnings are either from net investment income or net realized capital gains. We have evaluated the implications of these changes and the amendments are included in the financial statements, which had no effect on the Funds’ net assets or results of operations. The amendments require presentation of the total, rather than the components, of distributable earnings on the Statement of Assets and Liabilities and also require presentation of the total, rather than the components, of distributions to shareholders, except for tax return of capital distributions, if any, on the Statements of Changes in Net Assets. At September 30, 2018, the distributions from net investment income and net realized gain from investments, were as follows:



Net Investment Income	Retail Shares		Institutional Shares		R6 Shares
Baron Asset Fund	$	—	$	—	$	—
Baron Growth Fund		—		—		—
Baron Small Cap Fund		—		—		—
Baron Opportunity Fund		—		—		—
Baron Fifth Avenue Growth Fund		—		—		—
Baron Discovery Fund		48,993		244,807		7,283
Baron Durable Advantage Fund		—		—		—

Net Realized Gain on investments	Retail Shares		Institutional Shares		R6 Shares
Baron Asset Fund	$	137,145,474	$	69,986,292	$	1,607,248
Baron Growth Fund		286,221,373		368,081,112		1,451,955
Baron Small Cap Fund		212,143,374		289,023,146		12,501,687
Baron Opportunity Fund		27,302,633		7,324,844		146,779
Baron Fifth Avenue Growth Fund		—		—		—
Baron Discovery Fund		—		—		—
Baron Durable Advantage Fund		—		—		—

As part of this update, it is no longer required to disclose the undistributed net investment income/(distributions in excess of net investment income), which were as follows as of September 30, 2018:


Baron Asset Fund	$	(18,053,692	)
Baron Growth Fund		6,338,005
Baron Small Cap Fund		(25,558,176	)
Baron Opportunity Fund		(2,928,899	)
Baron Fifth Avenue Growth Fund		(985,077	)
Baron Discovery Fund		(995,200	)
Baron Durable Advantage Fund		10,248

In August 2018, FASB issued Accounting Standards UpdateNo. 2018-13, “Fair Value Measurement (Topic 820: Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement” (“ASU2018-13”). ASU2018-13 eliminates the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, the timing of transfers between levels of the fair value hierarchy and the valuation processes for Level 3 fair value measurements. ASU2018-13 does not eliminate the requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements and the changes in unrealized gains and losses for recurring Level 3 fair value measurements. ASU2018-13 requires that information is provided about the measurement uncertainty of Level 3 fair value measurements as of the reporting date. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Management has elected to early adopt this guidance and the amendments are reflected in the current year financial statements.


March 31, 2019		Baron Funds

FINANCIAL HIGHLIGHTS (Unaudited)

BARON ASSET FUND

Selected data for a share outstanding throughout each period:



			Income (loss) from investment operations:							Less distributions to shareholders from:													Ratios to Average Net Assets:						Supplemental Data:

	Net asset value, beginning of period ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)		Total from investment operations ($)		Net investment income ($)		Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of period ($)		Total return (%)			Operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of period ($)		Portfolio turnover rate (%)

RETAIL SHARES

Six Months Ended March 31,

2019		81.43		(0.23	)¹		0.32		0.09		0.00		(4.73	)		(4.73	)		76.79		0.59	²		1.30	³		(0.64	)³		2,162.5		2.12	²

Year Ended September 30,

2018		70.87		(0.59	)¹		16.09		15.50		0.00		(4.94	)		(4.94	)		81.43		23.11			1.30			(0.79	)		2,259.7		9.87

2017		60.67		(0.48	)¹		13.48		13.00		0.00		(2.80	)		(2.80	)		70.87		22.41			1.31			(0.75	)		1,979.1		10.35

2016		60.88		(0.25	)¹		6.63		6.38		0.00		(6.59	)		(6.59	)		60.67		11.14			1.31			(0.43	)		1,802.6		12.54

2015		63.75		(0.41	)¹		1.71		1.30		0.00		(4.17	)		(4.17	)		60.88		1.81			1.31			(0.62	)		1,804.3		13.53

2014		61.37		(0.44	)¹		8.42		7.98		0.00		(5.60	)		(5.60	)		63.75		13.59			1.31			(0.70	)		2,000.5		11.26

2013		52.03		(0.34	)¹		13.44		13.10		0.00		(3.76	)		(3.76	)		61.37		27.17			1.32			(0.62	)		2,024.2		12.04

2012		49.00		(0.14	)¹		10.94		10.80		0.00		(7.77	)		(7.77	)		52.03		24.65			1.33			(0.28	)		1,845.6		13.11

2011		49.27		(0.23	)¹		0.73		0.50		0.00		(0.77	)		(0.77	)		49.00		0.85			1.33			(0.41	)		1,924.9		23.89

2010		43.62		(0.28	)¹		5.93		5.65		0.00		0.00			0.00			49.27		12.95			1.32			(0.61	)		2,424.2		13.04

INSTITUTIONAL SHARES

Six Months Ended March 31,

2019		84.36		(0.14	)¹		0.35		0.21		0.00		(4.73	)		(4.73	)		79.84		0.72	²		1.04	³		(0.37	)³		1,777.3		2.12	²

Year Ended September 30,

2018		73.07		(0.41	)¹		16.64		16.23		0.00		(4.94	)		(4.94	)		84.36		23.43			1.04			(0.53	)		1,315.7		9.87

2017		62.30		(0.33	)¹		13.90		13.57		0.00		(2.80	)		(2.80	)		73.07		22.76			1.04			(0.50	)		1,021.0		10.35

2016		62.19		(0.10	)¹		6.80		6.70		0.00		(6.59	)		(6.59	)		62.30		11.44			1.04			(0.17	)		723.3		12.54

2015		64.87		(0.24	)¹		1.73		1.49		0.00		(4.17	)		(4.17	)		62.19		2.09			1.04			(0.36	)		719.1		13.53

2014		62.20		(0.28	)¹		8.55		8.27		0.00		(5.60	)		(5.60	)		64.87		13.90			1.04			(0.43	)		689.8		11.26

2013		52.55		(0.21	)¹		13.62		13.41		0.00		(3.76	)		(3.76	)		62.20		27.51			1.05			(0.38	)		506.1		12.04

2012		49.30		0.01	¹		11.01		11.02		0.00		(7.77	)		(7.77	)		52.55		24.99			1.06			0.02			386.7		13.11

2011		49.43		(0.10	)¹		0.74		0.64		0.00		(0.77	)		(0.77	)		49.30		1.14			1.06			(0.18	)		288.9		23.89

2010		43.65		(0.15	)¹		5.93		5.78		0.00		0.00			0.00			49.43		13.24			1.06			(0.33	)		242.8		13.04

R6 SHARES

Six Months Ended March 31,

2019		84.35		(0.14	)¹		0.35		0.21		0.00		(4.73	)		(4.73	)		79.83		0.72	²		1.04	³		(0.38	)³		75.8		2.12	²

Year Ended September 30,

2018		73.06		(0.41	)¹		16.64		16.23		0.00		(4.94	)		(4.94	)		84.35		23.43			1.04			(0.54	)		73.5		9.87

2017		62.30		(0.34	)¹		13.90		13.56		0.00		(2.80	)		(2.80	)		73.06		22.74			1.04			(0.51	)		22.5		10.35

2016⁴		53.85		(0.21	)¹		8.68		8.47		0.00		(0.02	)		(0.02	)		62.30		15.73	²		1.04	³		(0.52	)³		7.8		12.54

¹	Based on average shares outstanding.

²	Not Annualized.

³	Annualized.

⁴	For the period January 29, 2016 (initial offering of R6 Shares) to September 30, 2016.


See Notes to Financial Statements.		45


Baron Funds		March 31, 2019

FINANCIAL HIGHLIGHTS (Unaudited) (Continued)

BARON GROWTH FUND

Selected data for a share outstanding throughout each period:



			Income (loss) from investment operations:									Less distributions to shareholders from:														Ratios to Average Net Assets:						Supplemental Data:

	Net asset value, beginning of period ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)			Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of period ($)		Total return (%)			Operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of period ($)		Portfolio turnover rate (%)

RETAIL SHARES

Six Months Ended March 31,

2019		80.68		0.07	¹		(1.24	)		(1.17	)		0.00			(5.13	)		(5.13	)		74.38		(0.99	)⁴		1.30	^3,5		0.20	⁵		2,487.8		0.80	⁴

Year Ended September 30,

2018		71.77		(0.17	)¹		16.98			16.81			0.00			(7.90	)		(7.90	)		80.68		25.55			1.29	³		(0.24	)		2,747.8		2.92

2017		67.13		(0.16	)¹		12.44			12.28			0.00			(7.64	)		(7.64	)		71.77		20.47			1.30	³		(0.25	)		2,666.6		3.32

2016		68.25		0.08	¹		4.83			4.91			0.00			(6.03	)		(6.03	)		67.13		7.60			1.30	³		0.12			2,917.2		4.68

2015		70.46		(0.27	)¹		1.28			1.01			0.00			(3.22	)		(3.22	)		68.25		1.27			1.29	³		(0.37	)		3,511.2		6.95

2014		68.67		0.06	¹		3.45			3.51			(0.03	)		(1.69	)		(1.72	)		70.46		5.11			1.29	³		0.08			4,076.1		13.15

2013		58.19		(0.12	)¹		16.37			16.25			(0.18	)		(5.59	)		(5.77	)		68.67		30.76			1.30			(0.20	)		4,644.2		9.63

2012		46.18		0.20	¹		12.64			12.84			0.00			(0.83	)		(0.83	)		58.19		28.12			1.32			0.38			4,073.5		13.70

2011		44.37		(0.29	)¹		2.10			1.81			0.00			0.00			0.00			46.18		4.08			1.32			(0.56	)		4,110.8		13.51

2010		39.00		(0.34	)¹		5.71			5.37			0.00			0.00			0.00			44.37		13.77			1.32			(0.80	)		4,842.8		16.12

INSTITUTIONAL SHARES

Six Months Ended March 31,

2019		83.09		0.16	¹		(1.26	)		(1.10	)		0.00			(5.13	)		(5.13	)		76.86		(0.87	)⁴		1.04	^3,5		0.45	⁵		3,940.7		0.80	⁴

Year Ended September 30,

2018		73.52		0.01	¹		17.46			17.47			0.00			(7.90	)		(7.90	)		83.09		25.86			1.03	³		0.01			4,134.2		2.92

2017		68.42		0.00	^1,6		12.74			12.74			0.00			(7.64	)		(7.64	)		73.52		20.79			1.04	³		0.00	⁷		3,433.5		3.32

2016		69.28		0.24	¹		4.93			5.17			0.00			(6.03	)		(6.03	)		68.42		7.88			1.05	³		0.37			3,043.3		4.68

2015		71.33		(0.09	)¹		1.28			1.19			(0.02	)		(3.22	)		(3.24	)		69.28		1.51			1.04	³		(0.12	)		3,440.4		6.95

2014		69.32		0.20	¹		3.53			3.73			(0.03	)		(1.69	)		(1.72	)		71.33		5.39			1.04	³		0 28			3,694.5		13.15

2013		58.70		0.02	¹		16.52			16.54			(0.33	)		(5.59	)		(5.92	)		69.32		31.10			1.05			0.04			2,976.7		9.63

2012		46.46		0.45	¹		12.62			13.07			0.00			(0.83	)		(0.83	)		58.70		28.45			1.06			0.83			1,747.3		13.70

2011		44.52		(0.17	)¹		2.11			1.94			0.00			0.00			0.00			46.46		4.36			1.06			(0.33	)		1,261.8		13.51

2010		39.03		(0.22	)¹		5.71			5.49			0.00			0.00			0.00			44.52		14.07			1.06			(0.53	)		728.9		16.12

R6 SHARES

Six Months Ended March 31,

2019		83.10		0.16	¹		(1.26	)		(1.10	)		0.00			(5.13	)		(5.13	)		76.87		(0.87	)⁴		1.04	^3,5		0.46	⁵		110.1		0.80	⁴

Year Ended September 30,

2018		73.52		0.00	^1,6		17.48			17.48			0.00			(7.90	)		(7.90	)		83.10		25.88			1.04	³		(0.00	)⁷		107.4		2.92

2017		68.42		(0.11	)¹		12.85			12.74			0.00			(7.64	)		(7.64	)		73.52		20.79			1.05	³		(0.15	)		12.5		3.32

2016⁸		60.02		(0.15	)¹		8.55			8.40			0.00			0.00			0.00			68.42		14.00	⁴		1.05	^3,5		(0.33	)⁵		2.3		4.68

¹	Based on average shares outstanding.

²	Benefit of expense reduction rounds to less than 0.01%.

³	Interest expense rounds to less than 0.01%.

⁴	Not Annualized.

⁵	Annualized.

⁶	Less than $0.01 per share.

⁷	Less than 0.01%.

⁸	For the period January 29, 2016 (initial offering of R6 Shares) to September 30, 2016.


46		See Notes to Financial Statements.


March 31, 2019		Baron Funds

FINANCIAL HIGHLIGHTS (Unaudited) (Continued)

BARON SMALL CAP FUND

Selected data for a share outstanding throughout each period:



			Income (loss) from investment operations:									Less distributions to shareholders from:													Ratios to Average Net Assets:						Supplemental Data:

	Net asset value, beginning of period ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investment ($)			Total from investment operations ($)			Net investment income ($)		Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of period ($)		Total return (%)			Operating expenses (%)			Net investment income (loss) (%)			Net assets (In millions), end of period ($)		Portfolio turnover rate (%)

RETAIL SHARES

Six Months Ended March 31,

2019		33.68		(0.11	)¹		(1.50	)		(1.61	)		0.00		(2.61	)		(2.61	)		29.46		(4.10	)³		1.31	⁴		(0.82	)⁴		1,567.9		5.99	³

Year Ended September 30,

2018		30.64		(0.32	)¹		7.21			6.89			0.00		(3.85	)		(3.85	)		33.68		25.00			1.30			(1.05	)		1,831.3		14.19

2017		30.59		(0.04	)¹		5.77			5.73			0.00		(5.68	)		(5.68	)		30.64		22.45			1.31	⁵		(0.15	)		1,730.3		28.95

2016		30.34		(0.18	)¹		3.84			3.66			0.00		(3.41	)		(3.41	)		30.59		12.89			1.32	⁵		(0.64	)		1,826.3		10.25

2015		33.68		(0.21	)¹		(1.10	)		(1.31	)		0.00		(2.03	)		(2.03	)		30.34		(4.32	)		1.30			(0.61	)		2,601.4		14.66

2014		32.83		(0.01	)¹		2.14			2.13			0.00		(1.28	)		(1.28	)		33.68		6.52			1.30			(0.04	)		3,192.8		16.41

2013		26.14		(0.12	)¹		7.61			7.49			0.00		(0.80	)		(0.80	)		32.83		29.51			1.31			(0.42	)		3,626.1		20.35

2012		20.84		(0.19	)¹		5.96			5.77			0.00		(0.47	)		(0.47	)		26.14		28.09			1.31			(0.76	)		3,081.8		28.02

2011		20.90		(0.15	)¹		0.09	²		(0.06	)		0.00		0.00			0.00			20.84		(0.29	)		1.31			(0.63	)		2,842.0		32.81

2010		17.96		(0.06	)¹		3.00			2.94			0.00		0.00			0.00			20.90		16.37			1.31			(0.30	)		3,032.0		27.22

INSTITUTIONAL SHARES

Six Months Ended March 31,

2019		34.95		(0.08	)¹		(1.53	)		(1.61	)		0.00		(2.61	)		(2.61	)		30.73		(3.94	)³		1.05	⁴		(0.56	)⁴		2,343.6		5.99	³

Year Ended September 30,

2018		31.58		(0.25	)¹		7.47			7.22			0.00		(3.85	)		(3.85	)		34.95		25.33			1.04			(0.79	)		2,696.7		14.19

2017		31.29		0.02	¹		5.95			5.97			0.00		(5.68	)		(5.68	)		31.58		22.76			1.05	⁵		0.06			2,404.6		28.95

2016		30.88		(0.12	)¹		3.94			3.82			0.00		(3.41	)		(3.41	)		31.29		13.21			1.06	⁵		(0.41	)		1,680.7		10.25

2015		34.16		(0.13	)¹		(1.12	)		(1.25	)		0.00		(2.03	)		(2.03	)		30.88		(4.08	)		1.04			(0.37	)		1,923.2		14.66

2014		33.20		0.06	¹		2.18			2.24			0.00		(1.28	)		(1.28	)		34.16		6.79			1.04			0.18			2,057.4		16.41

2013		26.36		(0.05	)¹		7.69			7.64			0.00		(0.80	)		(0.80	)		33.20		29.85			1.05			(0.16	)		1,775.7		20.35

2012		20.96		(0.13	)¹		6.00			5.87			0.00		(0.47	)		(0.47	)		26.36		28.41			1.05			(0.53	)		1,111.0		28.02

2011		20.97		(0.10	)¹		0.09	²		(0.01	)		0.00		0.00			0.00			20.96		(0.05	)		1.06			(0.42	)		518.6		32.81

2010		17.97		(0.03	)¹		3.03			3.00			0.00		0.00			0.00			20.97		16.69			1.06			(0.15	)		261.1		27.22

R6 SHARES

Six Months Ended March 31,

2019		34.94		(0.08	)¹		(1.53	)		(1.61	)		0.00		(2.61	)		(2.61	)		30.72		(3.95	)³		1.05	⁴		(0.56	)⁴		161.7		5.99	³

Year Ended September 30,

2018		31.57		(0.26	)¹		7.48			7.22			0.00		(3.85	)		(3.85	)		34.94		25.34			1.05			(0.82	)		155.2		14.19

2017		31.29		(0.08	)¹		6.04			5.96			0.00		(5.68	)		(5.68	)		31.57		22.72			1.06	⁵		(0.28	)		101.8		28.95

2016⁶		26.06		(0.17	)¹		5.40			5.23			0.00		0.00			0.00			31.29		20.07	³		1.06	^4,5		(0.85	)⁴		3.7		10.25

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	Not Annualized.

⁴	Annualized.

⁵	Interest expense rounds to less than 0.01%.

⁶	For the period January 29, 2016 (initial offering of R6 Shares) to September 30, 2016.


See Notes to Financial Statements.		47


Baron Funds		March 31, 2019

FINANCIAL HIGHLIGHTS (Unaudited) (Continued)

BARON OPPORTUNITY FUND

Selected data for a share outstanding throughout each period:



			Income (loss) from investment operations:									Less distributions to shareholders from:																Ratios to Average Net Assets:						Supplemental Data:

	Net asset value, beginning of period ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)		Net realized gain on investments ($)			Total distributions ($)			Redemption fee			Net asset value, end of period ($)		Total return (%)			Operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of period ($)		Portfolio turnover rate (%)

RETAIL SHARES

Six Months Ended March 31,

2019		22.02		(0.10	)¹		0.27			0.17			0.00		(0.93	)		(0.93	)		0.00			21.26		1.23	⁵		1.36	⁶		(1.07	)⁶		340.4		17.98	⁵

Year Ended September 30,

2018		18.53		(0.22	)¹		6.36			6.14			0.00		(2.65	)		(2.65	)		0.00			22.02		37.41			1.37	⁴		(1.13	)		363.6		23.97

2017		16.87		(0.20	)¹		3.75			3.55			0.00		(1.89	)		(1.89	)		0.00			18.53		24.32			1.41	⁴		(1.18	)		201.4		32.62

2016		17.12		(0.13	)¹		1.70			1.57			0.00		(1.82	)		(1.82	)		0.00			16.87		9.19			1.41	⁴		(0.83	)		207.0		32.38

2015		18.61		(0.21	)¹		(0.25	)		(0.46	)		0.00		(1.03	)		(1.03	)		0.00			17.12		(2.70	)		1.38	⁴		(1.10	)		232.2		41.87

2014		19.26		(0.24	)¹		0.79			0.55			0.00		(1.20	)		(1.20	)		0.00			18.61		2.87	³		1.35			(1.24	)		331.2		63.40

2013		15.61		(0.17	)¹		4.06			3.89			0.00		(0.24	)		(0.24	)		0.00			19.26		25.39			1.37			(1.02	)		359.9		70.44

2012		12.83		(0.17	)¹		2.95			2.78			0.00		0.00			0.00			0.00			15.61		21.67			1.39			(1.16	)		332.4		88.56

2011		12.76		(0.16	)¹		0.23			0.07			0.00		0.00			0.00			0.00			12.83		0.55			1.41			(1.11	)		240.4		65.43

2010		10.61		(0.13	)¹		2.28			2.15			0.00		0.00			0.00			0.00	²		12.76		20.26			1.44			(1.08	)		214.4		76.44

INSTITUTIONAL SHARES

Six Months Ended March 31,

2019		22.83		(0.08	)¹		0.30			0.22			0.00		(0.93	)		(0.93	)		0.00			22.12		1.41	⁵		1.11	⁶		(0.82	)⁶		94.6		17.98	⁵

Year Ended September 30,

2018		19.08		(0.18	)¹		6.58			6.40			0.00		(2.65	)		(2.65	)		0.00			22.83		37.73			1.11	⁴		(0.88	)		96.4		23.97

2017		17.27		(0.16	)¹		3.86			3.70			0.00		(1.89	)		(1.89	)		0.00			19.08		24.65			1.14	⁴		(0.92	)		51.7		32.62

2016		17.45		(0.08	)¹		1.72			1.64			0.00		(1.82	)		(1.82	)		0.00			17.27		9.44			1.13	⁴		(0.46	)		43.3		32.38

2015		18.89		(0.16	)¹		(0.25	)		(0.41	)		0.00		(1.03	)		(1.03	)		0.00			17.45		(2.38	)		1.10	⁴		(0.84	)		91.7		41.87

2014		19.49		(0.19	)¹		0.79			0.60			0.00		(1.20	)		(1.20	)		0.00			18.89		3.10	³		1.08			(0.97	)		109.4		63.40

2013		15.75		(0.13	)¹		4.11			3.98			0.00		(0.24	)		(0.24	)		0.00			19.49		25.74			1.11			(0.79	)		101.3		70.44

2012		12.91		(0.13	)¹		2.97			2.84			0.00		0.00			0.00			0.00			15.75		22.00			1.13			(0.90	)		62.5		88.56

2011		12.80		(0.12	)¹		0.23			0.11			0.00		0.00			0.00			0.00			12.91		0.86			1.14			(0.84	)		35.5		65.43

2010		10.62		(0.10	)¹		2.28			2.18			0.00		0.00			0.00			0.00	²		12.80		20.53			1.18			(0.83	)		25.5		76.44

R6 SHARES

Six Months Ended March 31,

2019		22.86		(0.08	)¹		0.29			0.21			0.00		(0.93	)		(0.93	)		0.00			22.14		1.36	⁵		1.10	⁶		(0.80	)⁶		14.3		17.98	⁵

Year Ended September 30,

2018		19.09		(0.17	)¹		6.59			6.42			0.00		(2.65	)		(2.65	)		0.00			22.86		37.83			1.09	⁴		(0.82	)		14.0		23.97

2017		17.28		(0.16	)¹		3.86			3.70			0.00		(1.89	)		(1.89	)		0.00			19.09		24.64			1.12	⁴		(0.89	)		1.0		32.62

2016⁷		16.88		(0.02	)¹		0.42			0.40			0.00		0.00			0.00			0.00			17.28		2.37	⁵		1.12	^4,6		(1.25	)⁶		0.5		32.38

¹	Based on average shares outstanding.

²	Less than $0.01 per share.

³	The Adviser made a voluntary payment to the Fund in the amount of $140,762 to compensate the Fund for a loss incurred due to a trade processing error. The impact of this payment increased the Fund’s total return by 0.03%.

⁴	Interest expense rounds to less than 0.01%.

⁵	Not Annualized.

⁶	Annualized.

⁷	For the period August 31, 2016 (initial offering of R6 Shares) to September 30, 2016.


48		See Notes to Financial Statements.


March 31, 2019		Baron Funds

FINANCIAL HIGHLIGHTS (Unaudited) (Continued)

BARON FIFTH AVENUE GROWTH FUND

Selected data for a share outstanding throughout each period:



			Income (loss) from investment operations:									Less distributions to shareholders from:													Ratios to Average Net Assets:												Supplemental Data:

	Net asset value, beginning of period ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)			Net realized gain on investments ($)		Total distributions ($)			Net asset value, end of period ($)		Total return (%)			Operating expenses (%)			Less: Reimbursement of expenses by Adviser (%)			Net operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of period ($)		Portfolio turnover rate (%)

RETAIL SHARES

Six Months Ended March 31,

2019		31.02		(0.09	)¹		(0.37	)		(0.46	)		0.00			0.00		0.00			30.56		(1.48	)^2,4		1.08	⁵		(0.08	)⁵		1.00	⁵		(0.63	)⁵		113.5		11.37	⁴

Year Ended September 30,

2018		24.04		(0.17	)¹		7.15			6.98			0.00			0.00		0.00			31.02		29.03	²		1.09			(0.08	)		1.01			(0.61	)		132.2		8.81

2017		19.35		(0.11	)¹		4.80			4.69			0.00			0.00		0.00			24.04		24.24	²		1.12	³		(0.02	)		1.10			(0.50	)		87.5		13.94

2016⁷		16.91		(0.08	)¹		2.52			2.44			0.00			0.00		0.00			19.35		14.43	²		1.26			(0.04	)		1.22			(0.43	)		73.5		19.30

2015		16.83		(0.09	)¹		0.17	⁶		0.08			0.00			0.00		0.00			16.91		0.48	²		1.32			(0.02	)		1.30			(0.49	)		71.5		14.54

2014		14.42		(0.05	)¹		2.46			2.41			0.00			0.00		0.00			16.83		16.71	²		1.37			(0.07	)		1.30			(0.29	)		53.2		16.84

2013		11.83		0.02	¹		2.57			2.59			0.00			0.00		0.00			14.42		21.89	²		1.47			(0.17	)		1.30			0.14			47.8		22.91

2012		8.98		(0.03	)¹		2.88			2.85			0.00			0.00		0.00			11.83		31.74	²		1.55			(0.25	)		1.30			(0.30	)		34.8		79.07

2011		9.21		(0.06	)¹		(0.17	)		(0.23	)		0.00			0.00		0.00			8.98		(2.50	)²		1.59			(0.29	)		1.30			(0.55	)		23.4		75.36

2010		8.60		(0.03	)¹		0.66			0.63			(0.02	)		0.00		(0.02	)		9.21		7.38	²		1.62			(0.25	)		1.37			(0.32	)		29.0		57.67

INSTITUTIONAL SHARES

Six Months Ended March 31,

2019		31.62		(0.05	)¹		(0.38	)		(0.43	)		0.00			0.00		0.00			31.19		(1.36	)^2,4		0.81	⁵		(0.06	)⁵		0.75	⁵		(0.38	)⁵		155.5		11.37	⁴

Year Ended September 30,

2018		24.44		(0.10	)¹		7.28			7.18			0.00			0.00		0.00			31.62		29.38	²		0.82			(0.06	)		0.76			(0.36	)		152.2		8.81

2017		19.62		(0.05	)¹		4.87			4.82			0.00			0.00		0.00			24.44		24.57			0.84	³		0.00			0.84			(0.24	)		89.5		13.94

2016⁷		17.10		(0.03	)¹		2.55			2.52			0.00			0.00		0.00			19.62		14.74	²		0.98			(0.01	)		0.97			(0.19	)		81.9		19.30

2015		17.00		(0.04	)¹		0.16	⁶		0.12			(0.02	)		0.00		(0.02	)		17.10		0.72			1.04			0.00			1.04			(0.23	)		74.7		14.54

2014		14.53		(0.01	)¹		2.48			2.47			0.00			0.00		0.00			17.00		17.00	²		1.08			(0.03	)		1.05			(0.08	)		56.0		16.84

2013		11.89		0.05	¹		2.59			2.64			0.00			0.00		0.00			14.53		22.20	²		1.18			(0.13	)		1.05			0.36			33.8		22.91

2012		9.00		(0.01	)¹		2.90			2.89			0.00			0.00		0.00			11.89		32.11	²		1.26			(0.21	)		1.05			(0.05	)		18.9		79.07

2011		9.21		(0.03	)¹		(0.18	)		(0.21	)		0.00			0.00		0.00			9.00		(2.28	)²		1.31			(0.26	)		1.05			(0.30	)		10.2		75.36

2010		8.61		(0.01	)¹		0.66			0.65			(0.05	)		0.00		(0.05	)		9.21		7.59	²		1.35			(0.24	)		1.11			(0.07	)		10.4		57.67

R6 SHARES

Six Months Ended March 31,

2019		31.63		(0.05	)¹		(0.38	)		(0.43	)		0.00			0.00		0.00			31.20		(1.36	)^2,4		0.81	⁵		(0.06	)⁵		0.75	⁵		(0.38	)⁵		21.2		11.37	⁴

Year Ended September 30,

2018		24.45		(0.11	)¹		7.29			7.18			0.00			0.00		0.00			31.63		29.37	²		0.80			(0.05	)		0.75			(0.37	)		21.4		8.81

2017		19.63		(0.06	)¹		4.88			4.82			0.00			0.00		0.00			24.45		24.55			0.84	³		0.00			0.84			(0.27	)		4.7		13.94

2016⁷		17.03		(0.05	)¹		2.65			2.60			0.00			0.00		0.00			19.63		15.27	^2,4		0.85	⁵		(0.01	)⁵		0.84	⁵		(0.37	)⁵		1.4		19.30

¹	Based on average shares outstanding.

²	The total returns would have been lower had certain expenses not been reduced during the period shown.

³	Interest expense rounds to less than 0.01%.

⁴	Not Annualized.

⁵	Annualized.

⁶	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.

⁷	For the period January 29, 2016 (initial offering of R6 Shares) to September 30, 2016.


See Notes to Financial Statements.		49


Baron Funds		March 31, 2019

FINANCIAL HIGHLIGHTS (Unaudited) (Continued)

BARON DISCOVERY FUND

Selected data for a share outstanding throughout each period:



			Income (loss) from investment operations:									Less distributions to shareholders from:														Ratios to Average Net Assets:												Supplemental Data:

	Net asset value, beginning of period ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)			Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of period ($)		Total return (%)			Operating expenses (%)			Less: Reimbursement of expenses by Adviser (%)			Net operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of period ($)		Portfolio turnover rate (%)

RETAIL SHARES

Six Months Ended March 31,

2019		23.77		(0.09	)¹		(1.98	)		(2.07	)		0.00			(1.50	)		(1.50	)		20.20		(8.34	)^3,6		1.38	⁷		(0.03	)⁷		1.35	⁷		(0.93	)⁷		146.4		18.05	⁶

Year Ended September 30,

2018		17.56		0.09	¹		6.13			6.22			(0.01	)		0.00			(0.01	)		23.77		35.41	³		1.40	⁸		(0.05	)		1.35			0.45			108.2		72.25

2017		13.40		(0.17	)¹		4.33			4.16			0.00			0.00			0.00			17.56		31.04	³		1.47			(0.12	)		1.35			(1.11	)		131.2		40.97

2016		11.13		0.16	¹		2.38			2.54			0.00			(0.27	)		(0.27	)		13.40		23.24	³		1.88			(0.53	)		1.35			1.38			18.6		90.74

2015		11.68		(0.13	)¹		(0.42	)		(0.55	)		0.00			0.00			0.00			11.13		(4.71	)^3,4		1.57			(0.22	)		1.35			(0.97	)		19.9		114.82

2014		10.00		(0.10	)¹		1.78	²		1.68			0.00			0.00			0.00			11.68		16.80	³		2.16			(0.81	)		1.35			(0.85	)		16.6		109.40

INSTITUTIONAL SHARES

Six Months Ended March 31,

2019		24.03		(0.07	)¹		(2.00	)		(2.07	)		0.00			(1.50	)		(1.50	)		20.46		(8.25	)^3,6		1.12	⁷		(0.02	)⁷		1.10	⁷		(0.68	)⁷		363.5		18.05	⁶

Year Ended September 30,

2018		17.74		0.01	¹		6.32			6.33			(0.04	)		0.00			(0.04	)		24.03		35.74	³		1.12	⁸		(0.02	)		1.10			0.05			280.2		72.25

2017		13.50		(0.13	)¹		4.37			4.24			0.00			0.00			0.00			17.74		31.41	³		1.23			(0.13	)		1.10			(0.85	)		113.6		40.97

2016		11.19		0.12	¹		2.46			2.58			0.00			(0.27	)		(0.27	)		13.50		23.47	³		1.49			(0.39	)		1.10			1.06			22.8		90.74

2015		11.71		(0.10	)¹		(0.42	)		(0.52	)		0.00			0.00			0.00			11.19		(4.44	)^3,4		1.25			(0.15	)		1.10			(0.72	)		53.9		114.82

2014		10.00		(0.08	)¹		1.79	²		1.71			0.00			0.00			0.00			11.71		17.10	³		1.91			(0.81	)		1.10			(0.64	)		48.7		109.40

R6 SHARES

Six Months Ended March 31,

2019		24.03		(0.07	)¹		(2.00	)		(2.07	)		0.00			(1.50	)		(1.50	)		20.46		(8.25	)^3,6		1.10	⁷		(0.01	)⁷		1.09	⁷		(0.67	)⁷		5.4		18.05	⁶

Year Ended September 30,

2018		17.74		0.03	¹		6.30			6.33			(0.04	)		0.00			(0.04	)		24.03		35.75	³		1.10	⁸		(0.01	)		1.09			0.15			5.6		72.25

2017		13.50		(0.12	)¹		4.36			4.24			0.00			0.00			0.00			17.74		31.41	³		1.22			(0.13	)		1.09			(0.79	)		3.2		40.97

2016⁵		12.89		(0.01	)¹		0.62			0.61			0.00			0.00			0.00			13.50		4.73	^3,6		1.48	⁷		(0.39	)⁷		1.09	⁷		(0.66	)⁷		2.0		90.74

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	The total returns would have been lower had certain expenses not been reduced during the period shown.

⁴	The Adviser made a voluntary payment to the Fund in the amount of $1,000 to compensate the Fund for a loss incurred due to a trade processing error. The impact of this payment increased the Fund’s total return by less than 0.01%.

⁵	For the period August 31, 2016 (initial offering of R6 Shares) to September 30, 2016.

⁶	Not Annualized.

⁷	Annualized.

⁸	Interest expense rounds to less than 0.01%.


50		See Notes to Financial Statements.


March 31, 2019		Baron Funds

FINANCIAL HIGHLIGHTS (Unaudited) (Continued)

BARON DURABLE ADVANTAGE FUND

Selected data for a share outstanding throughout each period:



			Income (loss) from investment operations:									Less distributions to shareholders from:													Ratios to Average Net Assets:												Supplemental Data:

	Net asset value, beginning of period ($)		Net investment income (loss) ($)			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)			Net realized gain on investments ($)		Total distributions ($)			Net asset value, end of period ($)		Total return (%)			Operating expenses (%)			Less: Reimbursement of expenses by Adviser (%)			Net operating expenses (%)			Net investment income (loss) (%)			Net assets (in millions), end of period ($)		Portfolio turnover rate (%)

RETAIL SHARES

Six Months Ended March 31,

2019		10.74		0.02	¹		(0.15	)		(0.13	)		(0.03	)		0.00		(0.03	)		10.58		(1.14	)^2,3		8.51	⁴		(7.56	)⁴		0.95	⁴		0.38	⁴		0.7		7.86	³

Period Ended September 30,

2018⁵		10.00		0.01	¹		0.73			0.74			0.00			0.00		0.00			10.74		7.40	^2,3		7.45	⁴		(6.50	)⁴		0.95	⁴		0.19	⁴		0.6		5.85	³

INSTITUTIONAL SHARES

Six Months Ended March 31,

2019		10.76		0.03	¹		(0.15	)		(0.12	)		(0.03	)		0.00		(0.03	)		10.61		(1.05	)^2,3		6.33	⁴		(5.63	)⁴		0.70	⁴		0.62	⁴		2.9		7.86	³

Period Ended September 30,

2018⁵		10.00		0.04	¹		0.72			0.76			0.00			0.00		0.00			10.76		7.60	^2,3		5.71	⁴		(5.01	)⁴		0.70	⁴		0.46	⁴		3.0		5.85	³

R6 SHARES

Six Months Ended March 31,

2019		10.75		0.03	¹		(0.14	)		(0.11	)		(0.03	)		0.00		(0.03	)		10.61		(0.96	)^2,3		6.00	⁴		(5.30	)⁴		0.70	⁴		0.62	⁴		0.4		7.86	³

Period Ended September 30,

2018⁵		10.00		0.04	¹		0.71			0.75			0.00			0.00		0.00			10.75		7.50	^2,3		5.24	⁴		(4.54	)⁴		0.70	⁴		0.46	⁴		0.4		5.85	³

¹	Based on average shares outstanding.

²	The total returns would have been lower had certain expenses not been reduced during the period shown.

³	Not Annualized.

⁴	Annualized.

⁵	For the period January 2, 2018 (commencement of operations) to September 30, 2018.


See Notes to Financial Statements.		51


Baron Funds		March 31, 2019

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 October 1, 2018 and held for the six months ended March 31, 2019.

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 MARCH 31, 2019¹



	Actual Total Return			Beginning Account Value October 1, 2018		Ending Account Value March 31, 2019			Annualized Expense Ratio			Expenses Paid During the Period²
Baron Asset Fund — Retail Shares		0.59	%	$	1,000.00	$	1,005.90			1.30	%	$	6.50
Baron Asset Fund — Institutional Shares		0.72	%	$	1,000.00	$	1,007.20			1.04	%	$	5.20
Baron Asset Fund — R6 Shares		0.72	%	$	1,000.00	$	1,007.20			1.04	%	$	5.20
Baron Growth Fund — Retail Shares		(0.99	)%	$	1,000.00	$	990.10			1.30	%	$	6.45
Baron Growth Fund — Institutional Shares		(0.87	)%	$	1,000.00	$	991.30			1.04	%	$	5.16
Baron Growth Fund — R6 Shares		(0.87	)%	$	1,000.00	$	991.30			1.04	%	$	5.16
Baron Small Cap Fund — Retail Shares		(4.10	)%	$	1,000.00	$	959.00			1.31	%	$	6.40
Baron Small Cap Fund — Institutional Shares		(3.94	)%	$	1,000.00	$	960.60			1.05	%	$	5.13
Baron Small Cap Fund — R6 Shares		(3.95	)%	$	1,000.00	$	960.50			1.05	%	$	5.13
Baron Opportunity Fund — Retail Shares		1.23	%	$	1,000.00	$	1,012.30			1.36	%	$	6.82
Baron Opportunity Fund — Institutional Shares		1.41	%	$	1,000.00	$	1,014.10			1.11	%	$	5.57
Baron Opportunity Fund — R6 Shares		1.36	%	$	1,000.00	$	1,013.60			1.10	%	$	5.52
Baron Fifth Avenue Growth Fund — Retail Shares		(1.48	)%	$	1,000.00	$	985.20	³		1.00	%⁴	$	4.95
Baron Fifth Avenue Growth Fund — Institutional Shares		(1.36	)%	$	1,000.00	$	986.40	³		0.75	%⁴	$	3.71
Baron Fifth Avenue Growth Fund — R6 Shares		(1.36	)%	$	1,000.00	$	986.40	³		0.75	%⁴	$	3.71
Baron Discovery Fund — Retail Shares		(8.34	)%	$	1,000.00	$	916.60	³		1.35	%⁴	$	6.45
Baron Discovery Fund — Institutional Shares		(8.25	)%	$	1,000.00	$	917.50	³		1.10	%⁴	$	5.26
Baron Discovery Fund — R6 Shares		(8.25	)%	$	1,000.00	$	917.50	³		1.09	%⁴	$	5.21
Baron Durable Advantage Fund — Retail Shares		(1.14	)%	$	1,000.00	$	988.60	³		0.95	%⁴	$	4.71
Baron Durable Advantage Fund — Institutional Shares		(1.05	)%	$	1,000.00	$	989.50	³		0.70	%⁴	$	3.47
Baron Durable Advantage Fund — R6 Shares		(0.96	)%	$	1,000.00	$	990.40	³		0.70	%⁴	$	3.47

¹	Assumes reinvestment of all dividends and capital gain distributions, if any.

²	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.

³	Ending account value assumes the return earned after waiver and would have been lower if a portion of the expenses had not been waived.

⁴	Annualized expense ratios are adjusted to reflect fee waiver.


March 31, 2019		Baron Funds

FUND EXPENSES (Unaudited) (Continued)

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 MARCH 31, 2019



	Hypothetical Annualized Total Return			Beginning Account Value October 1, 2018		Ending Account Value March 31, 2019			Annualized Expense Ratio			Expenses Paid During the Period²
Baron Asset Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.45			1.30	%	$	6.54
Baron Asset Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.75			1.04	%	$	5.24
Baron Asset Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.75			1.04	%	$	5.24
Baron Growth Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.45			1.30	%	$	6.54
Baron Growth Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.75			1.04	%	$	5.24
Baron Growth Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.75			1.04	%	$	5.24
Baron Small Cap Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.40			1.31	%	$	6.59
Baron Small Cap Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.70			1.05	%	$	5.29
Baron Small Cap Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.70			1.05	%	$	5.29
Baron Opportunity Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.15			1.36	%	$	6.84
Baron Opportunity Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.40			1.11	%	$	5.59
Baron Opportunity Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.45			1.10	%	$	5.54
Baron Fifth Avenue Growth Fund — Retail Shares		5.00	%	$	1,000.00	$	1,019.95	³		1.00	%⁴	$	5.04
Baron Fifth Avenue Growth Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,021.19	³		0.75	%⁴	$	3.78
Baron Fifth Avenue Growth Fund — R6 Shares		5.00	%	$	1,000.00	$	1,021.19	³		0.75	%⁴	$	3.78
Baron Discovery Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.20	³		1.35	%⁴	$	6.79
Baron Discovery Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.45	³		1.10	%⁴	$	5.54
Baron Discovery Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.50	³		1.09	%⁴	$	5.49
Baron Durable Advantage Fund — Retail Shares		5.00	%	$	1,000.00	$	1,020.19	³		0.95	%⁴	$	4.78
Baron Durable Advantage Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,021.44	³		0.70	%⁴	$	3.53
Baron Durable Advantage Fund — R6 Shares		5.00	%	$	1,000.00	$	1,021.44	³		0.70	%⁴	$	3.53

¹	Assumes reinvestment of all dividends and capital gain distributions, if any.

²	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.

³	Ending account value assumes the return earned after waiver and would have been lower if a portion of the expenses had not been waived.

⁴	Annualized expense ratios are adjusted to reflect fee waiver.

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LOGO

767 Fifth Avenue, 49^th Fl.

New York, NY 10153

1.800.99.BARON

212-583-2000

www.BaronFunds.com

LOGO

MARCH 31

Item 2. Code of Ethics.

Not applicable.

Item 3. Audit Committee Financial Expert.

Not applicable.

Item 4. Principal Accountant Fees and Services.

Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

Included herein under Item 1.

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

Not applicable.

Item 8. Portfolio Managers ofClosed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities byClosed-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 Rule30a-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 Rule30a-3(d) under the 1940 Act) that occurred during 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. Disclosure of Securities Lending Activities forClosed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1) Not applicable.

(a)(2) Certification of each of the principal executive officers and principal financial officers of the Registrant as required by Rule30a-2 under the Act (17 CFR270.30a-2) is attached hereto as a part ofEX-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 ofEX-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 INVESTMENT FUNDS TRUST

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

Date: May 31, 2019

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: May 31, 2019

By:		/s/ Peggy Wong
		Peggy Wong
		Treasurer and Chief Financial Officer

Date: May 31, 2019

BARON INVESTMENT FUNDS TRUST N-CSRSCertified semi-annual shareholder report (management investment company)