BARON INVESTMENT FUNDS TRUST NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-5032

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: September 30, 2022

Item 1. Report 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

September 30, 2022

Baron Funds^®

Baron Investment Funds Trust

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			28
Statements of Operations			30
Statements of Changes in Net Assets			32
Notes to Financial Statements			35
Financial Highlights			49
Report of Independent Registered Public Accounting Firm			56
Statement Regarding Liquidity Risk Management Program			57
Tax Information			58
Fund Expenses			59
Disclosure Regarding the Approval of the Investment Advisory Agreements for the Funds by the Board of Trustees			61
Management of the Funds			62

DEAR BARON INVESTMENT FUNDS SHAREHOLDER:

In this report, you will find audited 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 year ended September 30, 2022. 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

November 23, 2022

Linda S. Martinson

Chairman, President and

Chief Operating Officer

November 23, 2022

Peggy Wong

Treasurer and

Chief Financial Officer

November 23, 2022

This 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, Baron Health Care Fund, Baron FinTech Fund, Baron New Asia Fund, and Baron Technology Fund series, please visit the Funds’ website at www.BaronFunds.com or contact us at 1-800-99BARON.

The Funds’ Proxy Voting Policy is available without charge and can be found on the Funds’ website at www.BaronFunds.com, by clicking on the “Regulatory Documents” link at the bottom left corner of the homepage or by calling 1-800-99BARON and on the SEC’s website at www.sec.gov. The Funds’ most current proxy voting record, Form N-PX, is also available on the Funds’ website and on the SEC’s website.

The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year 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.

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Baron Asset Fund (Unaudited)		September 30, 2022

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 SEPTEMBER 30, 2022
	One Year		Three Years		Five Years		Ten Years		Since Inception (June 12, 1987)
Baron Asset Fund — Retail Shares^{1, 2}		(30.79)%		2.14%		7.18%		10.96%		10.82%
Baron Asset Fund — Institutional Shares^{1, 2, 4}		(30.61)%		2.41%		7.46%		11.26%		10.93%
Baron Asset Fund — R6 Shares^{1, 2, 4}		(30.61)%		2.41%		7.46%		11.26%		10.93%
Russell Midcap Growth Index¹		(29.50)%		4.26%		7.62%		10.85%		9.65%	³
S&P 500 Index¹		(15.47)%		8.16%		9.24%		11.70%		9.63%

^†	The Fund’s 3-year historical performance was impacted by gains from IPOs, and there is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs will be the same in the future.

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. The indexes are unmanaged. The index performance is not Fund performance; one cannot invest directly into an index.

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 September 30, 2022.

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.


September 30, 2022 (Unaudited)		Baron Asset Fund

TOP TEN HOLDINGSASOF SEPTEMBER 30, 2022


	Percent of Net Assets
Gartner, Inc.		9.8%
IDEXX Laboratories, Inc.		5.6%
Mettler-Toledo International, Inc.		5.0%
CoStar Group, Inc.		4.3%
Verisk Analytics, Inc.		4.1%
FactSet Research Systems, Inc.		3.8%
Vail Resorts, Inc.		3.3%
ANSYS, Inc.		3.2%
The Charles Schwab Corp.		3.2%
Bio-Techne Corporation		2.9%

		45.2%

SECTOR BREAKDOWNASOF SEPTEMBER 30, 2022^†

(as a percentage of net assets)

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MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For the 12 months ended September 30, 2022, Baron Asset Fund¹ declined 30.79%, while the Russell Midcap Growth Index fell 29.50% and the S&P 500 Index declined 15.47%.

Baron Asset Fund invests primarily in medium-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.

The pandemic — and post-pandemic — market rally ended abruptly at the start of 2022. Expansionary fiscal and monetary policies and pent-up post-COVID spending desires caused demand to surge against supply constrained by supply-chain issues, shortages of housing and goods, and a tight labor market. The war in Ukraine provoked an energy crisis in Europe. China renewed COVID lockdowns, and its technology trade war with the U.S. intensified. Inflation accelerated to 40-year highs. The Federal Reserve pivoted to a more aggressive stance, embarking on a program of rate hikes in its drive to tame inflation. The highly uncertain setting led to a dramatic shift in investors’ risk tolerance and time horizons, resulting in a bear market with no immediate end in sight.

No sector contributed. Health Care, Information Technology, and Consumer Discretionary investments detracted the most.

Aspen Technology, Inc. was the top contributor. Shares of this leader in process automation software increased as organic trends improved. In addition, Aspen closed a transformative deal with industrial equipment manufacturer Emerson. We expect management to improve the growth, profitability, and cash flow of the acquired businesses by converting them to recurring revenue models while leveraging Emerson’s vast sales force to improve its own growth.

IDEXX Laboratories, Inc. was the top detractor. Shares of this veterinary diagnostics leader declined following outsized pandemic-era gains when the veterinary industry benefited from the surge in pet adoptions and increased attentive to pet illness by people working from home. While recent results have been adversely impacted by difficult comparisons, we believe the pandemic has accelerated long-term secular trends around pet ownership and care. IDEXX’s competitive trends are outstanding, and we expect new proprietary innovations and field sales force expansion to be meaningful contributors to growth.

Although we do not know exactly when it will occur, we have little doubt the current bear market will end, as all prior bear markets have, and stock prices will eventually recover. We believe our portfolio, comprised of companies that benefit from secular growth drivers, strong competitive positions, and exceptional management teams, should perform well during a recovery. Longer term, given the significant decline in many of our companies’ shares for reasons we believe largely short term and macroeconomic in nature, we are optimistic about the long-term return potential across the portfolio. Our frequent discussions with company management indicate that business conditions have largely been untouched by the litany of investor concerns. This supports our conviction that our holdings have the potential to double in value over a five-year period.

^†

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. Individual weights may not sum to 100% due to rounding.

¹	Performance information reflects results of the Retail Shares.


Baron Growth Fund (Unaudited)		September 30, 2022

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

INRELATIONTOTHE RUSSELL 2000 GROWTH INDEXANDTHE S&P 500 INDEX

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AVERAGE ANNUAL TOTAL RETURNSFORTHEPERIODSENDED SEPTEMBER 30, 2022
	One Year		Three Years		Five Years		Ten Years		Since Inception (December 31, 1994)
Baron Growth Fund — Retail Shares^{1, 2}		(26.31)%		6.12%		9.54%		11.02%		12.33%
Baron Growth Fund — Institutional Shares^{1, 2, 3}		(26.12)%		6.39%		9.81%		11.31%		12.47%
Baron Growth Fund — R6 Shares^{1, 2, 3}		(26.13)%		6.39%		9.81%		11.31%		12.47%
Russell 2000 Growth Index¹		(29.27)%		2.94%		3.60%		8.81%		7.21%
S&P 500 Index¹		(15.47)%		8.16%		9.24%		11.70%		9.75%

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. The indexes are unmanaged. The index performance is not Fund performance; one cannot invest directly into an index.


September 30, 2022 (Unaudited)		Baron Growth Fund

TOP TEN HOLDINGSASOF SEPTEMBER 30, 2022


	Percent of Total Investments
MSCI, Inc.		10.4%
FactSet Research Systems, Inc.		7.6%
Vail Resorts, Inc.		6.9%
Gartner, Inc.		6.7%
Arch Capital Group Ltd.		6.6%
CoStar Group, Inc.		5.8%
Iridium Communications Inc.		5.6%
Choice Hotels International, Inc.		5.2%
Kinsale Capital Group, Inc.		4.1%
Gaming and Leisure Properties, Inc.		3.8%

		62.7%

SECTOR BREAKDOWNASOF SEPTEMBER 30, 2022^†

(as a percentage of total investments)

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MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For the 12 months ended September 30, 2022, Baron Growth Fund¹ declined 26.31%, while the Russell 2000 Growth Index fell 29.27% and the S&P 500 Index declined 15.47%.

Baron Growth Fund invests primarily in small-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.

Communication Services holdings contributed modestly. Consumer Discretionary, Health Care, Information Technology, and Financials investments detracted the most.

Kinsale Capital Group, Inc. was the top contributor. Shares of this specialty insurer increased on consistent quarterly results that exceeded analyst estimates. Market conditions remain favorable, with rising premium rates and more business shifting from the standard lines market to the excess and surplus lines market where Kinsale operates. We continue to own the stock because we believe Kinsale is well managed and has a long runway for growth in an attractive segment of the insurance market.

MSCI, Inc. was the top detractor. Shares of this leading provider of investment decision support tools fell in concert with the broader market rotation out of high-growth technology-related stocks. We retain long-term conviction as MSCI owns strong, “all-weather” franchises and is positioned to benefit from numerous secular tailwinds in the investment community.

The businesses in which we have invested have continued to report strong financial results despite growing concern of a slowdown. However, we recognize that the business cycle has valleys as well as peaks and we may well be headed in the former direction. That said, in the many decades we have been investors, we have never employed short-term macroeconomic forecasts to construct or manage our portfolio. We believe the $100 trillion global economy is far too complex, too interdependent, and too contingent on external factors such as geopolitics to be reliably predicted. Additionally, when such forecasts occasionally prove accurate, outcomes may already be reflected in equity prices. Instead, we focus on identifying and researching well-managed unique businesses with significant barriers to entry and compelling growth prospects, investing in them at attractive prices, and holding them for the long term.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Small Cap Fund (Unaudited)		September 30, 2022

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

IN RELATIONTOTHE RUSSELL 2000 GROWTH INDEXANDTHE S&P 500 INDEX

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AVERAGE ANNUAL TOTAL RETURNSFORTHEPERIODSENDED SEPTEMBER 30, 2022
	One Year		Three Years		Five Years		Ten Years		Since Inception (September 30, 1997)
Baron Small Cap Fund — Retail Shares^{1, 2}		(30.93)%		5.39%		7.00%		9.85%		9.32%
Baron Small Cap Fund — Institutional Shares^{1, 2, 3}		(30.76)%		5.67%		7.28%		10.14%		9.47%
Baron Small Cap Fund — R6 Shares^{1, 2, 3}		(30.75)%		5.67%		7.28%		10.13%		9.47%
Russell 2000 Growth Index¹		(29.27)%		2.94%		3.60%		8.81%		5.54%
S&P 500 Index¹		(15.47)%		8.16%		9.24%		11.70%		7.45%

��	The Fund’s 3-year historical performance was impacted by gains from IPOs, and there is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs will be the same in the future.


September 30, 2022 (Unaudited)		Baron Small Cap Fund

TOP TEN HOLDINGSASOF SEPTEMBER 30, 2022


	Percent of Net Assets
Gartner, Inc.		6.0%
ASGN Incorporated		4.0%
ICON Plc		3.3%
Kinsale Capital Group, Inc.		3.2%
Installed Building Products, Inc.		2.9%
SiteOne Landscape Supply, Inc.		2.8%
Floor & Decor Holdings, Inc.		2.5%
Red Rock Resorts, Inc.		2.4%
Aspen Technology, Inc.		2.3%
BRP Group, Inc.		2.1%

		31.5%

SECTOR BREAKDOWNASOF SEPTEMBER 30, 2022^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For the 12 months ended September 30, 2022, Baron Small Cap Fund¹ declined 30.93%, while the Russell 2000 Growth Index fell 29.27% and the S&P 500 Index declined 15.47%.

Baron Small Cap Fund invests primarily in small-cap growth companies for the long term. The Fund invests in what we believe are well-run small-cap growth businesses that can be purchased at prices that represent a significant discount to our assessment of future value.

No sector meaningfully contributed to performance. Industrials, Information Technology, and Consumer Discretionary holdings detracted the most.

Vertiv Holdings, LLC was the top detractor. Shares of this provider of digital infrastructure and continuity solutions pulled back due to investor aversion to companies that had gone public via the SPAC process in addition to concerns that capital spending for data centers may be peaking. We remain shareholders. We believe Vertiv will demonstrate robust earnings power over the long term as price increases lead to substantial operating margin expansion and will execute on its strategy of long-term value creation.

With more expected hikes to come, more and more companies are reducing earnings outlooks as they anticipate a slowdown. While the market remains largely focused on near-term estimates, it is our belief that we should not adjust our long-standing and time-tested investment approach. Our long-term thesis and projections for our holdings are intact; however, they may take longer to achieve as near-term growth will be likely slower than we had expected. Still, we think the upside is unusually high, primarily because we believe the economy will stabilize and the companies we own will grow significantly. We remain invested as we are confident the tide will turn sometime before interest rates crest, even if business results are under pressure at that moment.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Opportunity Fund (Unaudited)		September 30, 2022

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 SEPTEMBER 30, 2022
	One Year		Three Years		Five Years		Ten Years		Since Inception (February 29, 2000)
Baron Opportunity Fund — Retail Shares^{1, 2}		(38.38)%		12.99%		15.23%		13.22%		7.77%
Baron Opportunity Fund — Institutional Shares^{1, 2, 3}		(38.23)%		13.30%		15.54%		13.52%		7.94%
Baron Opportunity Fund — R6 Shares^{1, 2, 3}		(38.23)%		13.28%		15.54%		13.53%		7.95%
Russell 3000 Growth Index¹		(23.01)%		10.16%		11.57%		13.36%		5.41%
S&P 500 Index¹		(15.47)%		8.16%		9.24%		11.70%		6.37%

†	The Fund’s 3-, 5-, and 10-year historical performance was impacted by gains from IPOs, and there is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs will be the same in the future.

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. The indexes are unmanaged. The index performance is not Fund performance; one cannot invest directly into an index.

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 Fund expenses pursuant to a contract expiring on August 29, 2033, 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.


September 30, 2022 (Unaudited)		Baron Opportunity Fund

TOP TEN HOLDINGSASOF SEPTEMBER 30, 2022


	Percent of Net Assets
Microsoft Corporation		13.2%
Alphabet Inc.		7.9%
Amazon.com, Inc.		6.5%
Tesla, Inc.		5.1%
Gartner, Inc.		4.6%
argenx SE		4.1%
ZoomInfo Technologies Inc.		3.2%
NVIDIA Corporation		3.2%
Visa, Inc.		3.0%
CoStar Group, Inc.		2.9%

		53.7%

SECTOR BREAKDOWNASOF SEPTEMBER 30, 2022^†

(as a percentage of net assets)

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MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For the 12 months ended September 30, 2022, Baron Opportunity Fund¹ declined 38.38%, while the Russell 3000 Growth Index fell 23.01% and the S&P 500 Index declined 15.47%.

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.

No sector meaningfully contributed. Information Technology, Communication Services, and Consumer Discretionary holdings detracted the most.

ShockWave Medical, Inc. contributed the most. Shares of this medical device company increased on continued strong uptake of its minimally invasive treatment for arterial plaque despite hospital staffing shortages and other challenges. We think ShockWave has a differentiated technology serving a significant unmet need in arterial disease with potential to expand into treatment of heart valves.

Alphabet Inc. was the top detractor. Shares of the parent company of Google were down given broad weakness in digital advertising demand. We remain investors as we believe Alphabet will continue to benefit from long-term secular growth in mobile and online video advertising, accruing to its core assets of Search, YouTube, and the Google ad network. Although less significant in the current environment, Alphabet’s investments in Cloud, AI, and other bets provide additional long-term avenues for potential growth.

This continues to be a time of significant unknowns. However, we don’t have to answer the unanswerable to deliver solid investment returns. Rather, we focus our research, analysis, and investment decisions on what we can know and what matters: identifying the durable secular growth trends we believe will drive long-term economic growth and the companies with durable competitive advantages, profitable business models, and long-term-oriented managers driving or riding these trends. We establish and monitor short- and long-term price targets for holdings and target companies using projections of revenues, earnings, and free cash flow and appropriate multiples, and we buy or add to our shares at prices where we believe we can deliver substantial returns.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Fifth Avenue Growth Fund (Unaudited)		September 30, 2022

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 SEPTEMBER 30, 2022
	One Year		Three Years		Five Years		Ten Years		Since Inception (April 30, 2004)
Baron Fifth Avenue Growth Fund — Retail Shares^{1, 2}		(46.49)%		(1.58)%		4.95%		9.97%		7.39%
Baron Fifth Avenue Growth Fund — Institutional Shares^{1, 2, 3}		(46.35)%		(1.33)%		5.21%		10.25%		7.59%
Baron Fifth Avenue Growth Fund — R6 Shares^{1, 2, 3}		(46.36)%		(1.33)%		5.21%		10.25%		7.59%
Russell 1000 Growth Index¹		(22.59)%		10.67%		12.17%		13.70%		10.06%
S&P 500 Index¹		(15.47)%		8.16%		9.24%		11.70%		8.74%

^†	The Fund’s 3-, 5-, and 10-year historical performance was impacted by gains from IPOs, and there is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs will be the same in the future.

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. The indexes are unmanaged. The index performance is not Fund performance; one cannot invest directly into an index.

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 Fund expenses pursuant to a contract expiring on August 29, 2033, 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.


September 30, 2022 (Unaudited)		Baron Fifth Avenue Growth Fund

TOP TEN HOLDINGSASOF SEPTEMBER 30, 2022


	Percent of Net Assets
Amazon.com, Inc.		9.2%
Alphabet Inc.		7.8%
Mastercard Incorporated		5.8%
Snowflake Inc.		5.7%
Tesla, Inc.		5.4%
ServiceNow, Inc.		5.3%
CrowdStrike, Inc.		4.9%
Datadog, Inc.		4.1%
EPAM Systems, Inc.		4.0%
NVIDIA Corporation		3.9%

		56.1%

SECTOR BREAKDOWNASOF SEPTEMBER 30, 2022^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For the 12 months ended September 30, 2022, Baron Fifth Avenue Growth Fund¹ declined 46.49%, while the Russell 1000 Growth Index fell 22.59% and the S&P 500 Index declined 15.47%.

Baron Fifth Avenue Growth Fund focuses on identifying and investing in what we believe are unique companies with durable competitive advantages and the ability to redeploy capital at high rates of return. The portfolio is constructed on a bottom-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 sector exposure is a result of stock selection.

No sector meaningfully contributed. Information Technology, Consumer Discretionary, and Communication Services holdings detracted the most.

Argenx SE was the top contributor. Shares of this biotechnology company rose with the strong launch of Vyvgart, a treatment for generalized myasthenia gravis, an autoimmune disease that causes muscle weakness. Early sales tripled consensus estimates, and global approvals are coming earlier than guided. We remain shareholders given Vyvgart’s rare “pipeline in a product” potential to treat numerous diseases, which is what helps drugs achieve multi-blockbuster status.

Shopify Inc. was the top detractor. Shares of this cloud-based software provider offering an operating system for multi-channel commerce fell due to post-pandemic e-commerce normalization as economies reopened, competitive concerns following Amazon’s announcement of Buy with Prime, and the broader sell-off in growth stocks.

The markets seem resigned that the Federal Reserve will continue raising rates and a recession in 2023 is a foregone conclusion. Yet longer-term data continues to move in the right direction, at least as it relates to inflation. The 10-year inflation breakeven rate remains at its lowest level since early 2021, implying that the market is pricing in a 2.22% rate of inflation over the long term, just 22 bps above the Fed’s stated 2% objective.

Our goal remains to maximize long-term returns without taking significant risks of a permanent loss of capital. We are optimistic about the prospects of our investments and continue searching for new ideas while remaining patient and investing only when we believe companies are trading significantly below their intrinsic values.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Discovery Fund (Unaudited)		September 30, 2022

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

INRELATIONTOTHE RUSSELL 2000 GROWTH INDEXANDTHE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNSFORTHEPERIODSENDED SEPTEMBER 30, 2022
	One Year		Three Years		Five Years		Since Inception (September 30, 2013)
Baron Discovery Fund — Retail Shares^{1, 2}		(37.47)%		7.21%		8.00%		11.40%
Baron Discovery Fund — Institutional Shares^{1, 2}		(37.31)%		7.51%		8.28%		11.68%
Baron Discovery Fund — R6 Shares^{1, 2, 3}		(37.30)%		7.51%		8.28%		11.68%
Russell 2000 Growth Index¹		(29.27)%		2.94%		3.60%		6.40%
S&P 500 Index¹		(15.47)%		8.16%		9.24%		10.88%

^†	The Fund’s 3- and 5-year historical performance was impacted by gains from IPOs, and there is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs 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 Fund expenses pursuant to a contract expiring on August 29, 2033, 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.


September 30, 2022 (Unaudited)		Baron Discovery Fund

TOP TEN HOLDINGSASOF SEPTEMBER 30, 2022


	Percent of Net Assets
Kinsale Capital Group, Inc.		5.6%
Axonics, Inc.		3.9%
Boyd Gaming Corporation		3.1%
Revance Therapeutics, Inc.		3.0%
Rexford Industrial Realty, Inc.		3.0%
Advanced Energy Industries, Inc.		2.9%
Axon Enterprise, Inc.		2.5%
Silk Road Medical, Inc.		2.5%
Mercury Systems, Inc.		2.5%
Floor & Decor Holdings, Inc.		2.4%

		31.4%

SECTOR BREAKDOWNASOF SEPTEMBER 30, 2022^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For the 12 months ended September 30, 2022, Baron Discovery Fund¹ declined 37.47%, while the Russell 2000 Growth Index fell 29.27% and the S&P 500 Index declined 15.47%.

Baron Discovery Fund invests primarily in small-sized U.S. companies which at time of purchase have 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.

Financials holdings contributed modestly. Information Technology, Industrials, and Health Care holdings detracted the most.

Specialty insurer Kinsale Capital Group, Inc. contributed the most on consistently strong financial results. Favorable market conditions with rate increases well above loss cost trends resulted in better margins and enhanced reserve development. We believe Kinsale is well managed and has a long runway for growth in an attractive segment of the insurance market.

S4 Capital plc detracted the most. Shares of this global digital marketing services business declined in as investors reacted negatively to an accounting issue earlier in the period followed by a reduced earnings outlook due to higher costs as the company ramped hiring in its content division. We remain impressed with S4’s 25% organic top-line growth expectations as the industry struggles and believe management has concrete levers to manage costs.

Thus far, 2022 has been a challenging year for the economy and the market. In many cases, small-cap stocks are trading at or below the valuation levels we saw during the steep downturn at the start of the COVID pandemic. Investor sentiment is as pessimistic as we have ever seen since these readings started in the 1980s. It is understandable that we encounter significant investor skepticism when we say we are becoming more positive. However, we believe successful long-term investing requires a contrarian mindset. As Warren Buffett said once, be “fearful when others are greedy and greedy when others are fearful.” It is never easy to go against the crowd, and it is almost impossible to time the market bottom perfectly, but we believe that by staying the course with our competitively advantaged, emerging growth businesses, our shareholders will be rewarded when the inevitable economic recovery begins.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Durable Advantage Fund (Unaudited)		September 30, 2022

COMPARISONOFTHECHANGEIN VALUEOF $10,000INVESTMENTIN BARON DURABLE ADVANTAGE FUND

(RETAIL SHARES)INRELATIONTOTHE S&P 500 INDEX

LOGO


AVERAGE ANNUAL TOTAL RETURNSFORTHEPERIODSENDED SEPTEMBER 30, 2022
	One Year		Three Years		Since Inception (December 29, 2017)
Baron Durable Advantage Fund — Retail Shares^{1, 2}		(20.39)%		7.76%		8.57%
Baron Durable Advantage Fund — Institutional Shares^{1, 2}		(20.21)%		8.02%		8.84%
Baron Durable Advantage Fund — R6 Shares^{1, 2}		(20.21)%		8.00%		8.82%
S&P 500 Index¹		(15.47)%		8.16%		8.27%

The S&P 500 Index measures the performance of 500 widely held large cap U.S. companies. The index and the Fund are with dividends reinvested, which positively impact the performance results. The index is unmanaged. The index performance is not Fund performance; one cannot invest directly into an index.

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 Fund expenses pursuant to a contract expiring on August 29, 2033, 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.


September 30, 2022 (Unaudited)		Baron Durable Advantage Fund

TOP TEN HOLDINGSASOF SEPTEMBER 30, 2022


	Percent of Net Assets
Microsoft Corporation		7.9%
Amazon.com, Inc.		7.1%
Alphabet Inc.		5.3%
UnitedHealth Group Incorporated		5.2%
Arch Capital Group Ltd.		4.9%
Danaher Corporation		4.8%
Thermo Fisher Scientific Inc.		4.7%
Accenture plc		4.6%
S&P Global Inc.		4.3%
Mastercard Incorporated		4.2%

		53.0%

SECTOR BREAKDOWNASOF SEPTEMBER 30, 2022^†

(as a percentage of net assets)

LOGO

MANAGEMENT’S DISCUSSIONOF FUND PERFORMANCE

For the 12 months ended September 30, 2022, Baron Durable Advantage Fund¹ declined 20.39% while the S&P 500 Index declined 15.47%.

Baron Durable Advantage Fund invests mainly in large-sized U.S. companies with competitive advantages and 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 businesses with excess free cash flow that can be returned to shareholders.

No sector meaningfully contributed. Information Technology, Communication Services, and Financials holdings detracted the most.

UnitedHealth Group Incorporated was the top contributor. Shares of this leading health insurer increased on robust earnings and guidance during the period. We believe UnitedHealth leads the industry in innovation and execution, as evidenced by its Medicare Advantage share gains, cost controls, and leadership in the shift to value-based care.

Meta Platforms, Inc. was the top detractor. Shares of the world’s largest social network fell due to broader digital advertising weakness and difficulties with advertising effectiveness as a result of Apple’s enhanced privacy features implemented in late 2021. We believe Meta will resolve these issues and utilize its leadership in mobile advertising, massive user base, and technological scale to perform well over the long term, with additional monetization opportunities ahead.

We believe investing in great businesses at attractive valuations will enable us to earn excess risk-adjusted returns over the long term. We look for companies with strong and durable competitive advantages, track records of successful capital allocation, high returns on invested capital, and high free cash flow generation, a significant portion of which is returned to shareholders as dividends or share repurchases. We are optimistic about the prospects of the companies we own while continuing to search for new ideas.

^†

¹	Performance information reflects results of the Retail Shares.


Baron Asset Fund		September 30, 2022

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2022


Shares			Cost		Value
Common Stocks (97.49%)
Communication Services (3.12%)
		Advertising (0.90%)
	594,000	The Trade Desk, Inc., Cl A¹	$	11,554,017	$	35,491,500

		Cable & Satellite (0.38%)
	200,000	Liberty Broadband Corporation, Cl C¹		14,005,757		14,760,000

		Interactive Media & Services (1.84%)
	1,735,709	ZoomInfo Technologies, Inc.¹		43,840,818		72,309,637

	Total Communication Services			69,400,592		122,561,137


Consumer Discretionary (6.73%)
		Automobile Manufacturers (0.36%)
	425,305	Rivian Automotive, Inc., Cl A¹		33,173,790		13,996,788

		Home Improvement Retail (0.41%)
	230,000	Floor & Decor Holdings, Inc., Cl A¹		20,284,647		16,159,800

		Hotels, Resorts & Cruise Lines (2.64%)
	546,442	Choice Hotels International, Inc.		5,198,084		59,846,328
	543,233	Hyatt Hotels Corp., Cl A¹		16,817,762		43,980,143

				22,015,846		103,826,471

		Leisure Facilities (3.32%)
	603,538	Vail Resorts, Inc.		11,683,688		130,146,934

	Total Consumer Discretionary			87,157,971		264,129,993


Financials (13.74%)
		Asset Management & Custody Banks (0.63%)
	237,514	T. Rowe Price Group, Inc.		5,729,987		24,941,345

		Financial Exchanges & Data (5.71%)
	370,725	FactSet Research Systems, Inc.		19,898,420		148,330,780
	201,267	MarketAxess Holdings, Inc.		21,743,183		44,779,895
	30,000	MSCI, Inc.		7,783,774		12,653,700
	326,189	Tradeweb Markets, Inc., Cl A		11,978,713		18,403,583

				61,404,090		224,167,958

		Insurance Brokers (0.81%)
	158,421	Willis Towers Watson plc²		19,439,430		31,833,116

		Investment Banking & Brokerage (3.31%)
	1,750,936	The Charles Schwab Corp.		1,542,900		125,839,770
	19,000	LPL Financial Holdings, Inc.		4,376,048		4,151,120

				5,918,948		129,990,890
		Property & Casualty Insurance (2.56%)
	2,203,444	Arch Capital Group Ltd.^1,2		7,933,936		100,344,840

		Regional Banks (0.72%)
	216,421	First Republic Bank		5,518,736		28,253,761

	Total Financials			105,945,127		539,531,910


Shares			Cost		Value
Common Stocks (continued)

Health Care (23.66%)
		Biotechnology (0.52%)
	58,366	argenx SE, ADR^1,2	$	18,854,201	$	20,606,116

		Health Care Equipment (7.73%)
	682,000	DexCom, Inc.¹		54,311,293		54,928,280
	673,630	IDEXX Laboratories, Inc.¹		12,186,829		219,468,654
	143,644	Teleflex, Inc.		25,017,949		28,938,520

				91,516,071		303,335,454
		Health Care Supplies (1.45%)
	215,418	The Cooper Companies, Inc.		36,713,299		56,848,810

		Health Care Technology (1.93%)
	459,386	Veeva Systems, Inc., Cl A¹		27,115,596		75,743,564

		Life Sciences Tools & Services (12.03%)
	399,986	Bio-Techne Corporation		39,595,545		113,596,024
	135,000	ICON plc^1,2		29,220,173		24,810,300
	212,552	Illumina, Inc.¹		9,061,707		40,552,796
	181,117	Mettler-Toledo International, Inc.¹		10,795,784		196,352,562
	394,404	West Pharmaceutical Services, Inc.		17,058,063		97,054,937

				105,731,272		472,366,619

	Total Health Care			279,930,439		928,900,563


Industrials (13.83%)
		Environmental & Facilities Services (1.45%)
	1,643,418	Rollins, Inc.		24,597,482		56,993,736

		Industrial Machinery (1.74%)
	340,760	IDEX Corporation		24,525,881		68,100,886

		Research & Consulting Services (10.64%)
	2,439,930	CoStar Group, Inc.¹		59,005,227		169,941,125
	1,438,500	TransUnion		77,172,718		85,576,365
	951,206	Verisk Analytics, Inc.		23,582,787		162,209,159

				159,760,732		417,726,649

	Total Industrials			208,884,095		542,821,271


Information Technology (31.68%)
		Application Software (13.18%)
	571,856	ANSYS, Inc.¹		20,310,482		126,780,475
	166,026	Aspen Technology, Inc.¹		30,241,636		39,547,393
	1,636,093	Ceridian HCM Holding, Inc.¹		64,026,866		91,424,877
	150,000	Fair Isaac Corp.¹		63,616,939		61,801,500
	1,421,809	Guidewire Software, Inc.¹		77,473,157		87,554,998
	65,861	HubSpot, Inc.¹		39,133,171		17,790,373
	257,192	Roper Technologies, Inc.		26,184,327		92,496,531

				320,986,578		517,396,147

		Data Processing & Outsourced Services (2.07%)
	589,217	Fidelity National Information Services, Inc.		33,648,188		44,527,129
	771,076	SS&C Technologies Holdings, Inc.		20,933,204		36,818,879

				54,581,392		81,346,008


16		See Notes to Financial Statements.


September 30, 2022		Baron Asset Fund

STATEMENT OF NET ASSETS (Continued)

SEPTEMBER 30, 2022


Shares			Cost		Value
Common Stocks (continued)

Information Technology (continued)

		Electronic Components (1.53%)
	900,000	Amphenol Corp., Cl A	$	42,881,684	$	60,264,000

		Internet Services & Infrastructure (2.93%)
	592,103	Verisign, Inc.¹		27,318,889		102,848,291
	154,000	Wix.com Ltd.^1,2		12,246,120		12,047,420

				39,565,009		114,895,711

		IT Consulting & Other Services (10.39%)
	60,000	EPAM Systems, Inc.¹		31,066,807		21,731,400
	1,396,323	Gartner, Inc.¹		30,026,819		386,348,611

				61,093,626		408,080,011

		Technology Distributors (1.58%)
	397,363	CDW Corp.		26,228,964		62,020,417

	Total Information Technology			545,337,253		1,244,002,294


Real Estate (4.73%)
		Real Estate Services (0.93%)
	542,323	CBRE Group, Inc., Cl A¹		6,067,334		36,612,226

		Specialized REITs (3.80%)
	175,000	Alexandria Real Estate Equities, Inc.⁴		26,236,333		24,533,250
	65,416	Equinix, Inc.		4,258,856		37,211,238
	306,856	SBA Communications Corp.		7,734,439		87,346,560

				38,229,628		149,091,048

	Total Real Estate			44,296,962		185,703,274

	Total Common Stocks			1,340,952,439		3,827,650,442


Private Common Stocks (0.63%)
Consumer Discretionary (0.63%)
		Internet & Direct Marketing Retail (0.63%)
	197,613	StubHub Holdings, Inc., Cl A^1,3,4,6		50,000,041		24,543,535


Private Preferred Stocks (1.47%)
Industrials (1.47%)
		Aerospace & Defense (1.47%)
	96,298	Space Exploration Technologies Corp., Series N^1,3,4,6		26,000,460		57,790,702

Principal Amount

Cost

Value

Short Term Investments (0.42%)

$16,820,449

Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2022, 0.83% due 10/3/2022; Proceeds at maturity $16,821,612; (Fully Collateralized by $19,359,800 U.S.Treasury Note, 0.375% due 12/31/2025 Market value - $17,156,858)⁵

16,820,449

Total Investments (100.01%)

1,433,773,389

3,926,805,128

Liabilities Less Cash and Other Assets (-0.01%)

(574,388

)

Net Assets

3,926,230,740

Retail Shares (Equivalent to $77.43 per share
based on 23,566,345 shares outstanding)

1,824,825,608

Institutional Shares (Equivalent to $81.71 per share
based on 24,095,119 shares outstanding)

1,968,917,159

R6 Shares (Equivalent to $81.70 per share
based on 1,621,678 shares outstanding)

132,487,973

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	At September 30, 2022, the market value of restricted and fair valued securities amounted to $82,334,237 or 2.10% of net assets. These securities are not deemed liquid. See Note 6 regarding Restricted Securities.

⁴	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI (unaudited).

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

⁶	Level 3 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.		17


Baron Growth Fund		September 30, 2022

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2022


Shares			Cost		Value
Common Stocks (99.99%)
Communication Services (5.60%)
		Alternative Carriers (5.60%)
	7,900,000	Iridium Communications, Inc.^1,4	$	48,702,979	$	350,523,000

Consumer Discretionary (19.06%)
		Casinos & Gaming (3.45%)
	440,000	Boyd Gaming Corporation		11,056,072		20,966,000
	4,975,000	Penn Entertainment, Inc.¹		51,762,579		136,862,250
	1,695,000	Red Rock Resorts, Inc., Cl A		30,919,577		58,070,700

				93,738,228		215,898,950

		Education Services (1.08%)
	1,170,000	Bright Horizons Family Solutions, Inc.¹		36,788,154		67,450,500

		Hotels, Resorts & Cruise Lines (7.64%)
	2,975,000	Choice Hotels International, Inc.⁴		71,854,227		325,822,000
	1,250,000	Marriott Vacations Worldwide Corp.		66,814,799		152,325,000

				138,669,026		478,147,000

		Leisure Facilities (6.89%)
	2,000,000	Vail Resorts, Inc.		56,102,209		431,280,000

	Total Consumer Discretionary			325,297,617		1,192,776,450

Financials (38.69%)
		Asset Management & Custody Banks (2.62%)
	1,750,000	The Carlyle Group, Inc.		35,720,227		45,220,000
	1,900,000	Cohen & Steers, Inc.		41,176,154		118,997,000

				76,896,381		164,217,000

		Financial Exchanges & Data (21.33%)
	1,200,000	FactSet Research Systems, Inc.		59,954,575		480,132,000
	945,000	Morningstar, Inc.		19,271,951		200,642,400
	1,550,000	MSCI, Inc.		28,720,345		653,774,500

				107,946,871		1,334,548,900

		Investment Banking & Brokerage (0.73%)
	450,000	Houlihan Lokey, Inc.		19,625,873		33,921,000
	350,000	Moelis & Co., Cl A		5,215,059		11,833,500

				24,840,932		45,754,500

		Life & Health Insurance (3.00%)
	1,520,000	Primerica, Inc.		31,620,617		187,644,000

		Property & Casualty Insurance (10.72%)
	9,120,000	Arch Capital Group Ltd.^1,2		28,455,005		415,324,800
	1,000,000	Kinsale Capital Group, Inc.		35,007,763		255,420,000

				63,462,768		670,744,800

		Thrifts & Mortgage Finance (0.29%)
	520,000	Essent Group Ltd.²		14,300,210		18,132,400

	Total Financials			319,067,779		2,421,041,600

Health Care (10.46%)
		Health Care Equipment (2.95%)
	567,500	IDEXX Laboratories, Inc.¹		7,964,243		184,891,500

		Health Care Supplies (0.50%)
	1,829,564	Figs, Inc., Cl A¹		19,728,364		15,093,903
	1,147,434	Neogen Corp.¹		13,141,411		16,029,653

				32,869,775		31,123,556


Shares			Cost		Value
Common Stocks (continued)
Health Care (continued)
		Life Sciences Tools & Services (6.73%)
	775,000	Bio-Techne Corporation	$	40,802,348	$	220,100,000
	72,000	Mettler-Toledo International, Inc.¹		3,293,302		78,056,640
	500,000	West Pharmaceutical Services, Inc.		17,009,688		123,040,000

				61,105,338		421,196,640

		Pharmaceuticals (0.28%)
	598,076	Dechra Pharmaceuticals PLC (United Kingdom)^2,6		18,422,044		17,368,707

	Total Health Care			120,361,400		654,580,403

Industrials (7.11%)
		Building Products (0.88%)
	1,250,000	Trex Co., Inc.¹		11,233,697		54,925,000

		Environmental & Facilities Services (0.15%)
	1,200,000	BrightView Holdings, Inc.¹		14,780,063		9,528,000

		Industrial Machinery (0.21%)
	4,275,000	Marel hf (Netherlands)²		18,281,670		12,988,114

		Research & Consulting Services (5.87%)
	5,275,000	CoStar Group, Inc.¹		22,039,585		367,403,750

	Total Industrials			66,335,015		444,844,864

Information Technology (12.52%)
		Application Software (5.02%)
	725,000	Altair Engineering, Inc., Cl A¹		11,330,019		32,059,500
	1,000,000	ANSYS, Inc.¹		22,816,668		221,700,000
	975,000	Guidewire Software, Inc.¹		29,909,124		60,040,500

				64,055,811		313,800,000

		Data Processing & Outsourced Services (0.57%)
	750,000	SS&C Technologies Holdings, Inc.		5,540,901		35,812,500

		Electronic Components (0.19%)
	60,000	Littelfuse, Inc.		6,452,400		11,921,400

		IT Consulting & Other Services (6.74%)
	1,525,000	Gartner, Inc.¹		21,222,737		421,952,250

	Total Information Technology			97,271,849		783,486,150

Real Estate (6.55%)
		Diversified REITs (0.08%)
	200,000	American Assets Trust, Inc.		3,350,429		5,144,000

		Office REITs (0.97%)
	3,400,000	Douglas Emmett, Inc.		30,004,462		60,962,000

		Specialized REITs (5.50%)
	750,000	Alexandria Real Estate Equities, Inc.⁵		26,054,963		105,142,500
	5,400,000	Gaming and Leisure Properties, Inc.		114,573,084		238,896,000

				140,628,047		344,038,500

	Total Real Estate			173,982,938		410,144,500

	Total Common Stocks			1,151,019,577		6,257,396,967


18		See Notes to Financial Statements.


September 30, 2022		Baron Growth Fund

STATEMENT OF NET ASSETS (Continued)

SEPTEMBER 30, 2022

Shares

Cost

Value

Private Convertible Preferred Stocks (0.50%)

Industrials (0.28%)

Electrical Components &
Equipment (0.28%)

59,407,006

Northvolt AB (Sweden)^2,3,5,7

9,374,989

17,811,468

Materials (0.22%)

Fertilizers & Agricultural
Chemicals (0.22%)

341,838

Farmers Business Network, Inc., Series F^1,2,3,5,7

11,300,002

10,925,143

80,440

Farmers Business Network, Inc., Series G^1,2,3,5,7

5,000,000

2,701,175

Total Materials

16,300,002

13,626,318

Total Private Convertible Preferred Stocks

25,674,991

31,437,786

Warrants (0.00%)

Consumer Discretionary (0.00%)

Hotels, Resorts & Cruise
Lines (0.00%)

96,515

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

102,306

Total Investments (100.49%)

1,176,694,568

6,288,937,059

Liabilities Less Cash and Other Assets (-0.49%)

(30,708,148

)

Net Assets

6,258,228,911

Retail Shares (Equivalent to $80.38 per share
based on 25,076,918 shares outstanding)

2,015,588,300

Institutional Shares (Equivalent to $84.34 per share
based on 48,296,135 shares outstanding)

4,073,531,740

R6 Shares (Equivalent to $84.35 per share
based on 2,004,771 shares outstanding)

169,108,871

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	At September 30, 2022, the market value of restricted and fair valued securities amounted to $31,437,786 or 0.50% 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 this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI (unaudited).

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		September 30, 2022

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2022


Shares			Cost		Value
Common Stocks (93.07%)
Communication Services (4.99%)
		Advertising (1.14%)
	750,000	The Trade Desk, Inc., Cl A¹	$	2,662,500	$	44,812,500

		Cable & Satellite (1.12%)
	75,000	Liberty Broadband Corporation, Cl A¹		298,828		5,595,000
	200,000	Liberty Broadband Corporation, Cl C¹		772,163		14,760,000
	625,000	Liberty Media Corp.-Liberty SiriusXM, Cl C¹		1,322,732		23,568,750

				2,393,723		43,923,750

		Movies & Entertainment (2.73%)
	1,200,000	Liberty Media Corporation-Liberty Formula One, Cl C¹		21,262,385		70,200,000
	150,000	Madison Square Garden Entertainment Corp.¹		2,346,185		6,613,500
	225,000	Madison Square Garden Sports Corp.¹		8,416,556		30,748,500

				32,025,126		107,562,000

	Total Communication Services			37,081,349		196,298,250


Consumer Discretionary (14.66%)
		Auto Parts & Equipment (0.36%)
	3,500,000	Holley, Inc.¹		34,929,795		14,175,000

		Casinos & Gaming (3.45%)
	875,000	DraftKings, Inc., Cl A¹		11,187,787		13,247,500
	1,025,000	Penn Entertainment, Inc. (formerly, Penn National Gaming, Inc.)¹		18,170,393		28,197,750
	2,750,000	Red Rock Resorts, Inc., Cl A		75,439,769		94,215,000

				104,797,949		135,660,250

		Education Services (1.10%)
	750,000	Bright Horizons Family Solutions, Inc.¹		29,824,721		43,237,500

		Home Improvement Retail (2.50%)
	1,400,000	Floor & Decor Holdings, Inc., Cl A¹		55,967,953		98,364,000

		Homebuilding (2.88%)
	1,400,000	Installed Building Products, Inc.		76,015,010		113,386,000

		Hotels, Resorts & Cruise Lines (0.12%)
	1,000,000	Membership Collective Group, Inc., Cl A¹		13,900,478		4,720,000

		Leisure Facilities (1.47%)
	1,000,000	Planet Fitness, Inc., Cl A¹		41,366,077		57,660,000

		Restaurants (1.68%)
	2,250,000	The Cheesecake Factory, Inc.		62,520,432		65,880,000

		Specialized Consumer Services (1.10%)
	2,350,000	European Wax Center, Inc., Cl A¹		46,615,382		43,357,500

	Total Consumer Discretionary			465,937,797		576,440,250


Consumer Staples (2.34%)
		Packaged Foods & Meats (1.29%)
	3,350,000	UTZ Brands, Inc.		53,733,414		50,585,000

		Personal Products (1.05%)
	3,500,000	The Beauty Health Co.¹		50,004,368		41,265,000

	Total Consumer Staples			103,737,782		91,850,000


Shares			Cost		Value
Common Stocks (continued)
Financials (6.52%)
		Insurance Brokers (2.07%)
	3,100,000	BRP Group, Inc., Cl A¹	$	50,723,405	$	81,685,000

		Investment Banking & Brokerage (1.20%)
	625,000	Houlihan Lokey, Inc.		28,909,333		47,112,500

		Property & Casualty Insurance (3.25%)
	500,000	Kinsale Capital Group, Inc.		72,425,817		127,710,000

	Total Financials			152,058,555		256,507,500


Health Care (12.63%)
		Health Care Equipment (4.96%)
	1,000,000	Axonics, Inc.¹		35,459,918		70,440,000
	700,000	DexCom, Inc.¹		2,321,072		56,378,000
	60,000	IDEXX Laboratories, Inc.¹		829,217		19,548,000
	275,000	Inspire Medical Systems, Inc.¹		17,045,222		48,776,750

				55,655,429		195,142,750

		Life Sciences Tools & Services (4.51%)
	250,000	Guardant Health, Inc.^1,3		4,953,266		13,457,500
	700,000	ICON plc¹		38,492,341		128,646,000
	32,500	Mettler-Toledo International, Inc.¹		1,571,420		35,233,900

				45,017,027		177,337,400

		Managed Health Care (2.40%)
	800,000	HealthEquity, Inc.¹		13,208,487		53,736,000
	1,100,000	Progyny, Inc.¹		40,526,637		40,766,000

				53,735,124		94,502,000

		Pharmaceuticals (0.76%)
	1,020,000	Dechra Pharmaceuticals PLC (United Kingdom)^2,4		28,920,686		29,621,790

	Total Health Care			183,328,266		496,603,940


Industrials (25.66%)
		Aerospace & Defense (3.58%)
	2,600,000	Kratos Defense & Security Solutions, Inc.¹		39,209,896		26,416,000
	1,200,000	Mercury Systems, Inc.¹		37,862,063		48,720,000
	125,000	TransDigm Group, Inc.¹		0		65,602,500

				77,071,959		140,738,500

		Building Products (2.46%)
	500,000	The AZEK Co., Inc.¹		11,500,000		8,310,000
	5,500,000	Janus International Group, Inc.¹		54,266,533		49,060,000
	900,000	Trex Co., Inc.¹		37,410,110		39,546,000

				103,176,643		96,916,000

		Diversified Support Services (1.62%)
	2,275,000	Driven Brands Holdings, Inc.¹		57,328,359		63,654,500

		Electrical Components & Equipment (2.88%)
	1,800,000	Shoals Technologies Group, Inc., Cl A¹		29,324,283		38,790,000
	7,650,000	Vertiv Holdings Co.¹		78,901,960		74,358,000

				108,226,243		113,148,000


20		See Notes to Financial Statements.


September 30, 2022		Baron Small Cap Fund

STATEMENT OF NET ASSETS (Continued)

SEPTEMBER 30, 2022


Shares			Cost		Value
Common Stocks (continued)
Industrials (continued)
		Environmental & Facilities Services (1.55%)
	450,000	Waste Connections, Inc.	$	19,650,000	$	60,808,500

		Human Resource & Employment Services (5.33%)
	1,750,000	ASGN, Inc.¹		55,248,586		158,147,500
	4,000,000	First Advantage Corp.¹		65,399,826		51,320,000

				120,648,412		209,467,500

		Industrial Machinery (4.01%)
	250,000	Chart Industries, Inc.¹		39,176,841		46,087,500
	550,000	John Bean Technologies Corp.		48,810,954		47,300,000
	310,000	RBC Bearings, Incorporated¹		39,092,037		64,421,100

				127,079,832		157,808,600

		Research & Consulting Services (0.83%)
	3,500,000	Clarivate Plc¹		39,366,721		32,865,000

		Trading Companies & Distributors (3.40%)
	3,250,000	Hillman Solutions Corp.^1,3		37,159,703		24,505,000
	1,050,000	SiteOne Landscape Supply, Inc.¹		57,097,581		109,347,000

				94,257,284		133,852,000

	Total Industrials			746,805,453		1,009,258,600


Information Technology (21.91%)
		Application Software (9.18%)
	750,000	Altair Engineering, Inc., Cl A¹		11,935,619		33,165,000
	379,929	Aspen Technology, Inc.¹		38,011,833		90,499,088
	950,000	Ceridian HCM Holding, Inc.¹		29,430,555		53,086,000
	1,500,000	Clearwater Analytics Holdings, Inc., Cl A¹		27,854,229		25,185,000
	7,388,636	E2open Parent Holdings, Inc., Cl A¹		72,231,889		44,849,020
	1,225,000	Guidewire Software, Inc.¹		31,269,358		75,435,500
	1,000,000	SmartRent, Inc.¹		4,389,632		2,270,000
	600,000	Sprout Social, Inc., Cl A¹		34,651,923		36,408,000

				249,775,038		360,897,608
		Data Processing & Outsourced Services (2.28%)
	1,000,000	Nuvei Corp., 144A (Canada)^1,2		31,483,828		27,050,000
	3,900,000	Repay Holdings Corporation¹		35,724,877		27,534,000
	275,300	WEX, Inc.¹		14,455,072		34,946,582

				81,663,777		89,530,582

		Electronic Equipment & Instruments (1.58%)
	1,500,000	Cognex Corp.		25,832,809		62,175,000

		IT Consulting & Other Services (8.77%)
	770,000	Endava plc, ADR^1,2		25,677,665		62,085,100
	850,000	Gartner, Inc.¹		12,134,128		235,186,500
	2,550,000	Grid Dynamics Holdings, Inc.¹		30,941,700		47,761,500

				68,753,493		345,033,100

		Systems Software (0.10%)
	175,000	Jamf Holding Corp.^1,3		4,591,479		3,878,000

	Total Information Technology			430,616,596		861,514,290


Materials (1.42%)
		Specialty Chemicals (1.42%)
	1,850,000	Avient Corp.		59,932,752		56,055,000

Shares

Cost

Value

Common Stocks (continued)

Real Estate (2.94%)

Specialized REITs (2.94%)

1,800,000

Americold Realty Trust, Inc.³

32,079,285

44,280,000

250,000

SBA Communications Corp.

1,006,880

71,162,500

Total Real Estate

33,086,165

115,442,500

Total Common Stocks

2,212,584,715

3,659,970,330

Principal Amount

Short Term Investments (6.89%)

$270,969,856

Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2022, 0.83% due 10/3/2022; Proceeds at maturity $270,988,598; (Fully Collateralized by $264,722,400 U.S.Treasury Note, 0.375% due 12/31/2025 Market value - $234,599,770) and ($19,941,300 U.S. Treasury Bond, 0.625% due 1/15/2026 Market value - $23,839,949 and $18,731,000 U.S. Treasury Note,3.25% due 6/30/2029 Market Value - $17,949,561)⁴

270,969,856

Total Investments (99.96%)

2,483,554,571

3,930,940,186

Cash and Other Assets Less Liabilities (0.04%)

1,595,062

Net Assets

3,932,535,248

Retail Shares (Equivalent to $24.98 per share
based on 45,447,269 shares outstanding)

1,135,145,525

Institutional Shares (Equivalent to $26.74 per share
based on 97,732,459 shares outstanding)

2,612,987,345

R6 Shares (Equivalent to $26.73 per share
based on 6,899,509 shares outstanding)

184,402,378

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI (unaudited).

⁴	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 September 30, 2022, the market value of Rule 144A securities amounted to $27,050,000 or 0.69% of net assets.

All securities are Level 1, unless otherwise noted.


See Notes to Financial Statements.		21


Baron Opportunity Fund		September 30, 2022

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2022


Shares			Cost		Value
Common Stocks (93.40%)
Communication Services (17.08%)
		Advertising (1.55%)
	219,010	The Trade Desk, Inc., Cl A¹	$	5,860,477	$	13,085,847

		Interactive Home Entertainment (2.86%)
	129,000	Electronic Arts, Inc.		15,273,979		14,926,590
	85,000	Take-Two Interactive Software, Inc.¹		11,392,892		9,265,000

				26,666,871		24,191,590

		Interactive Media & Services (11.12%)
	699,000	Alphabet, Inc., Cl C¹		43,457,681		67,208,850
	648,369	ZoomInfo Technologies, Inc., Cl A¹		20,114,816		27,011,053

				63,572,497		94,219,903
		Movies & Entertainment (1.55%)
	650,000	Endeavor Group Holdings, Inc., Cl A¹		15,600,000		13,169,000

	Total Communication Services			111,699,845		144,666,340


Consumer Discretionary (14.44%)
		Automobile Manufacturers (7.96%)
	736,300	Rivian Automotive, Inc., Cl A¹		15,427,515		24,231,633
	162,900	Tesla, Inc.¹		4,150,889		43,209,225

				19,578,404		67,440,858

		Internet & Direct Marketing Retail (6.48%)
	485,500	Amazon.com, Inc.¹		29,742,116		54,861,500

	Total Consumer Discretionary			49,320,520		122,302,358


Health Care (10.81%)
		Biotechnology (5.31%)
	98,339	argenx SE, ADR^1,2		8,737,704		34,718,584
	310,600	Arrowhead Pharmaceuticals, Inc.¹		9,387,668		10,265,330

				18,125,372		44,983,914

		Health Care Equipment (3.96%)
	125,300	Edwards Lifesciences Corp.¹		7,054,705		10,353,539
	54,505	Intuitive Surgical, Inc.¹		7,920,379		10,216,417
	46,800	Shockwave Medical, Inc.¹		2,305,780		13,013,676

				17,280,864		33,583,632

		Life Sciences Tools & Services (1.54%)
	68,315	Illumina, Inc.¹		11,957,854		13,033,819

	Total Health Care			47,364,090		91,601,365


Industrials (2.90%)
		Research & Consulting Services (2.90%)
	353,330	CoStar Group, Inc.¹		14,974,268		24,609,434


Information Technology (47.22%)
		Application Software (7.28%)
	52,500	Atlassian Corp. PLC, Cl A^1,2		12,743,388		11,055,975
	130,570	Ceridian HCM Holding, Inc.¹		4,969,111		7,296,252
	157,100	Guidewire Software, Inc.¹		3,949,773		9,674,218
	7,700	HubSpot, Inc.¹		2,683,332		2,079,924
	52,000	ServiceNow, Inc.^1,4		15,689,186		19,635,720
	405,319	SimilarWeb Ltd.^1,2		6,091,945		2,375,169
	63,000	Workday, Inc., Cl A¹		10,073,495		9,589,860

				56,200,230		61,707,118


Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)
		Data Processing & Outsourced Services (5.81%)
	3,000	Adyen N.V., (Netherlands), 144A^1,2,6	$	2,422,754	$	3,741,484
	69,800	MasterCard Incorporated, Cl A		15,595,187		19,846,932
	144,300	Visa, Inc., Cl A		23,990,038		25,634,895

				42,007,979		49,223,311

		Electronic Equipment & Instruments (0.85%)
	245,133	PAR Technology Corp.¹		9,186,735		7,238,778

		Internet Services & Infrastructure (0.78%)
	244,000	Shopify, Inc., Cl A^1,2		10,198,258		6,573,360

		IT Consulting & Other Services (6.46%)
	196,368	Endava plc, ADR^1,2		6,765,549		15,833,152
	140,587	Gartner, Inc.¹		10,267,417		38,899,017

				17,032,966		54,732,169

		Semiconductor Equipment (1.38%)
	17,300	ASML Holding N.V.²		8,441,550		7,185,555
	53,800	Entegris, Inc.		5,013,486		4,466,476

				13,455,036		11,652,031

		Semiconductors (5.66%)
	78,000	Advanced Micro Devices, Inc.¹		6,937,204		4,942,080
	1,055,000	indie Semiconductor, Inc., Cl A¹		7,119,654		7,722,600
	22,900	Monolithic Power Systems, Inc.		9,388,962		8,321,860
	221,900	NVIDIA Corp.		20,637,525		26,936,441

				44,083,345		47,922,981

		Systems Software (19.00%)
	156,000	Cloudflare, Inc., Cl A^1,4		8,887,066		8,628,360
	105,623	Crowdstrike Holdings, Inc., Cl A¹		11,229,623		17,407,726
	94,500	Datadog, Inc., Cl A^1,4		12,151,504		8,389,710
	481,400	Microsoft Corporation		75,437,807		112,118,060
	85,008	Snowflake, Inc., Cl A^1,4		11,548,604		14,447,960

				119,254,604		160,991,816

	Total Information Technology			311,419,153		400,041,564

Real Estate (0.95%)
		Specialized REITs (0.95%)
	14,225	Equinix, Inc.		2,122,124		8,091,749

	Total Common Stocks			536,900,000		791,312,810


Private Common Stocks (0.98%)
Industrials (0.98%)
		Aerospace & Defense (0.97%)
	105,020	Space Exploration Technologies Corp., Cl A^1,3,4,7		4,607,169		6,302,498
	31,890	Space Exploration Technologies Corp., Cl C^1,3,4,7		1,392,972		1,913,794

				6,000,141		8,216,292

		Trucking (0.01%)
	3,571	GM Cruise Holdings LLC, Cl B^1,3,4,7		103,563		89,743

	Total Private Common Stocks			6,103,704		8,306,035


Private Convertible Preferred Stocks (0.83%)
Materials (0.83%)
		Fertilizers & Agricultural Chemicals (0.83%)
	219,321	Farmers Business Network, Inc., Series F^1,3,4,7		7,250,007		7,009,499


22		See Notes to Financial Statements.


September 30, 2022		Baron Opportunity Fund

STATEMENT OF NET ASSETS (Continued)

SEPTEMBER 30, 2022

Shares

Cost

Value

Private Preferred Stocks (2.13%)

Industrials (2.13%)

Aerospace & Defense (1.31%)

18,519

Space Exploration
Technologies Corp., Series N^1,3,4,7

5,000,130

11,113,689

Trucking (0.82%)

266,956

GM Cruise Holdings, Cl G^1,3,4,7

7,034,290

6,991,578

Total Private Preferred Stocks

12,034,420

18,105,267

Principal Amount

Short Term Investments (2.84%)

$24,058,247

Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2022, 0.83% due 10/3/2022; Proceeds at
maturity $24,059,911;
(Fully Collateralized by $27,690,300 U.S. Treasury Note, 0.375% due 12/31/2025 Market value - $24,539,435)⁶

24,058,247

Total Investments (100.18%)

586,346,378

848,791,858

Liabilities Less Cash and Other Assets (-0.18%)⁵

(1,565,250

)

Net Assets

847,226,608

Retail Shares (Equivalent to $24.72 per share
based on 18,147,365 shares outstanding)

448,523,270

Institutional Shares (Equivalent to $26.24 per share
based on 14,305,176 shares outstanding)

375,323,354

R6 Shares (Equivalent to $26.27 per share
based on 890,018 shares outstanding)

23,379,984

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	At September 30, 2022, the market value of restricted and fair valued securities amounted to $33,420,801 or 3.94% of net assets. These securities are not deemed liquid. See Note 6 regarding Restricted Securities.

⁴	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI (unaudited).

⁵	Includes net unrealized depreciation of $13,122 on an unfunded commitment to purchase a when-issued private investment in a public entity.

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

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

^ADR	American Depositary Receipt.

^144A

All securities are Level 1, unless otherwise noted.


See Notes to Financial Statements.		23


Baron Fifth Avenue Growth Fund		September 30, 2022

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2022


Shares			Cost		Value
Common Stocks (96.48%)
Communication Services (14.40%)
		Advertising (1.03%)
	66,793	The Trade Desk, Inc., Cl A¹	$	3,990,395	$	3,990,882

		Interactive Media & Services (13.37%)
	229,800	Alphabet, Inc., Cl A¹		17,696,237		21,980,370
	84,060	Alphabet, Inc., Cl C¹		949,080		8,082,369
	52,815	Meta Platforms Inc., Cl A¹		1,282,259		7,165,939
	348,023	ZoomInfo Technologies, Inc.¹		12,177,461		14,498,638

				32,105,037		51,727,316

	Total Communication Services			36,095,432		55,718,198

Consumer Discretionary (19.45%)
		Automobile Manufacturers (7.72%)
	269,547	Rivian Automotive, Inc., Cl A¹		9,293,105		8,870,792
	79,199	Tesla, Inc.¹		22,063,747		21,007,534

				31,356,852		29,878,326

		Internet & Direct Marketing Retail (11.73%)
	314,740	Amazon.com, Inc.¹		3,137,929		35,565,620
	11,905	MercadoLibre, Inc.¹		6,864,818		9,854,721

				10,002,747		45,420,341

	Total Consumer Discretionary			41,359,599		75,298,667

Health Care (12.81%)
		Biotechnology (3.63%)
	39,794	argenx SE, ADR^1,2		11,915,485		14,049,272

		Health Care Equipment (3.54%)
	73,176	Intuitive Surgical, Inc.¹		8,405,327		13,716,110

		Health Care Technology (3.31%)
	77,581	Veeva Systems, Inc., Cl A¹		5,455,270		12,791,555

		Life Sciences Tools & Services (2.33%)
	47,327	Illumina, Inc.¹		5,397,461		9,029,518

	Total Health Care			31,173,543		49,586,455

Information Technology (49.82%)
		Application Software (8.40%)
	37,124	Atlassian Corp. PLC, Cl A^1,2		9,645,002		7,817,943
	78,758	Gitlab, Inc., Cl A^1,3		5,737,023		4,033,985
	54,748	ServiceNow, Inc.^1,3		20,976,883		20,673,392

				36,358,908		32,525,320

		Data Processing & Outsourced Services (9.37%)
	6,474	Adyen N.V., 144A (Netherlands)^1,2^,5		5,197,576		8,074,122
	103,885	Block, Inc.¹		5,879,101		5,712,636
	79,034	MasterCard Incorporated, Cl A		7,944,924		22,472,528

				19,021,601		36,259,286
		Internet Services & Infrastructure (2.34%)
	336,361	Shopify, Inc., Cl A^1,2		11,467,850		9,061,565

		IT Consulting & Other Services (6.59%)
	126,299	Endava plc, ADR^1,2		14,211,012		10,183,488
	42,324	EPAM Systems, Inc.¹		3,510,274		15,329,330

				17,721,286		25,512,818

		Semiconductor Equipment (2.45%)
	22,828	ASML Holding N.V.²		2,353,015		9,481,610

		Semiconductors (3.91%)
	124,671	NVIDIA Corp.		19,445,140		15,133,813

		Systems Software (16.76%)
	143,092	Cloudflare, Inc., Cl A^1,3		12,648,868		7,914,419
	114,467	Crowdstrike Holdings, Inc., Cl A¹		9,838,033		18,865,306
	179,641	Datadog, Inc., Cl A^1,3		13,587,566		15,948,528
	130,242	Snowflake, Inc., Cl A^1,3		23,344,928		22,135,930

				59,419,395		64,864,183

	Total Information Technology			165,787,195		192,838,595

	Total Common Stocks			274,415,769		373,441,915

Shares

Cost

Value

Private Common Stocks (0.83%)

Industrials (0.83%)

Aerospace & Defense (0.83%)

41,330

Space Exploration
Technologies Corp., Cl A^1,3,4,6

1,932,253

2,480,311

12,240

Space Exploration
Technologies Corp., Cl C^1,3,4,6

567,691

734,551

Total Private Common Stocks

2,499,944

3,214,862

Private Preferred Stocks (0.90%)

Industrials (0.90%)

Trucking (0.90%)

133,288

GM Cruise Holdings, Cl G^1,3,4,6

3,512,139

3,490,813

Principal Amount

Short Term Investments (2.87%)

$11,104,988

Repurchase Agreement with Fixed Income Clearing Corp.,
dated 9/30/2022, 0.83%
due 10/3/2022; Proceeds at maturity $11,105,756;
(Fully Collateralized by $12,781,500 U.S.Treasury Note, 0.375% due 12/31/2025 Market value - $11,327,100)⁵

11,104,988

Total Investments (101.08%)

291,532,840

391,252,578

Liabilities Less Cash and Other Assets (-1.08%)

(4,182,494

)

Net Assets

387,070,084

Retail Shares (Equivalent to $28.73 per share
based on 2,928,505 shares outstanding)

84,142,287

Institutional Shares (Equivalent to $29.60 per share
based on 9,521,264 shares outstanding)

281,835,932

R6 Shares (Equivalent to $29.61 per share
based on 712,256 shares outstanding)

21,091,865

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI (unaudited).

⁴	At September 30, 2022, the market value of restricted and fair valued securities amounted to $6,705,675 or 1.73% of net assets. These securities are not deemed liquid. See Note 6 regarding Restricted Securities.

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

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

^ADR	American Depositary Receipt.

^144A

All securities are Level 1, unless otherwise noted.


24		See Notes to Financial Statements.


September 30, 2022		Baron Discovery Fund

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2022


Shares			Cost		Value
Common Stocks (96.84%)
Communication Services (1.45%)
		Advertising (0.60%)
	4,250,000	S4 Capital PLC (United Kingdom)^1,2,4	$	15,642,612	$	6,847,617

		Movies & Entertainment (0.85%)
	185,000	Liberty Media Corporation-Liberty Formula One, Cl A¹		5,634,811		9,716,200

	Total Communication Services			21,277,423		16,563,817


Consumer Discretionary (10.46%)
		Casinos & Gaming (3.66%)
	735,000	Boyd Gaming Corporation		46,928,841		35,022,750
	200,000	Red Rock Resorts, Inc., Cl A		5,295,928		6,852,000

				52,224,769		41,874,750

		Home Improvement Retail (2.43%)
	395,000	Floor & Decor Holdings, Inc., Cl A¹		14,885,596		27,752,700

		Restaurants (3.20%)
	700,000	The Cheesecake Factory, Inc.		25,634,342		20,496,000
	185,000	Texas Roadhouse, Inc.		15,924,197		16,143,100

				41,558,539		36,639,100

		Specialty Stores (1.17%)
	1,200,000	Petco Health & Wellness Co., Inc.¹		23,447,355		13,392,000

	Total Consumer Discretionary			132,116,259		119,658,550


Consumer Staples (1.55%)
		Personal Products (1.55%)
	1,500,000	The Beauty Health Co.¹		15,740,105		17,685,000


Financials (7.19%)
		Insurance Brokers (1.61%)
	700,007	BRP Group, Inc., Cl A¹		13,660,901		18,445,184

		Property & Casualty Insurance (5.58%)
	250,000	Kinsale Capital Group, Inc.		20,250,978		63,855,000

	Total Financials			33,911,879		82,300,184


Health Care (21.87%)
		Health Care Equipment (10.22%)
	637,982	Axonics, Inc.¹		28,878,670		44,939,452
	114,823	Inari Medical, Inc.¹		4,216,755		8,340,743
	822,985	Inogen, Inc.¹		35,599,745		19,982,076
	640,208	Silk Road Medical, Inc.^1,3		27,145,351		28,809,360
	4,060,000	ViewRay, Inc.¹		20,943,587		14,778,400

				116,784,108		116,850,031

		Health Care Supplies (1.46%)
	2,029,967	Cerus Corp.¹		10,468,349		7,307,881
	144,000	Establishment Labs Holdings, Inc.^1,2		10,473,972		7,863,840
	2,365,363	Sientra, Inc.¹		17,781,624		1,513,832

				38,723,945		16,685,553

		Health Care Technology (2.17%)
	1,598,543	Definitive Healthcare Corp.¹		37,150,023		24,841,358


Shares			Cost		Value
Common Stocks (continued)
Health Care (continued)
		Life Sciences Tools & Services (2.92%)
	85,000	Azenta, Inc.	$	8,744,860	$	3,643,100
	1,189,029	CareDx, Inc.^1,3		31,922,035		20,237,274
	573,790	Veracyte, Inc.^1,3		14,716,344		9,524,914

				55,383,239		33,405,288

		Managed Health Care (2.05%)
	633,279	Progyny, Inc.¹		13,736,936		23,469,320

		Pharmaceuticals (3.05%)
	1,291,732	Revance Therapeutics, Inc.¹		28,479,368		34,876,764

	Total Health Care			290,257,619		250,128,314


Industrials (17.00%)
		Aerospace & Defense (6.26%)
	251,095	Axon Enterprise, Inc.¹		30,643,264		29,064,246
	1,402,370	Kratos Defense & Security Solutions, Inc.¹		26,203,698		14,248,079
	696,300	Mercury Systems, Inc.¹		33,548,862		28,269,780

				90,395,824		71,582,105

		Building Products (0.77%)
	200,000	Trex Co., Inc.¹		6,713,310		8,788,000

		Diversified Support Services (0.75%)
	1,200,000	ACV Auctions, Inc., Cl A¹		31,541,757		8,628,000

		Environmental & Facilities Services (1.76%)
	599,642	Montrose Environmental Group, Inc.¹		10,554,326		20,177,953

		Human Resource & Employment Services (1.60%)
	202,400	ASGN, Inc.¹		21,593,741		18,290,888

		Industrial Machinery (3.58%)
	100,000	Chart Industries, Inc.¹		15,236,347		18,435,000
	93,105	Kornit Digital Ltd.^1,2		1,149,033		2,477,524
	1,705,185	Markforged Holding Corp.¹		14,565,523		3,376,267
	50,000	RBC Bearings, Inc.¹		10,475,838		10,390,500
	1,591,680	Velo3D, Inc.¹		13,139,523		6,271,219

				54,566,264		40,950,510

		Trading Companies & Distributors (2.28%)
	250,000	SiteOne Landscape Supply, Inc.¹		19,438,947		26,035,000

	Total Industrials			234,804,169		194,452,456


Information Technology (34.37%)
		Application Software (10.89%)
	1,300,000	Alkami Technology, Inc.¹		35,756,836		19,565,000
	375,000	Ceridian HCM Holding, Inc.¹		20,590,143		20,955,000
	1,500,000	Clearwater Analytics Holdings, Inc., Cl A¹		29,518,184		25,185,000
	442,889	Gitlab, Inc., Cl A^1,3		22,195,409		22,684,775
	250,357	Guidewire Software, Inc.¹		19,464,650		15,416,984
	4,000,000	SmartRent, Inc.^1,3		29,959,369		9,080,000
	341,268	Smartsheet, Inc., Cl A¹		11,781,367		11,725,968

				169,265,958		124,612,727


See Notes to Financial Statements.		25


Baron Discovery Fund		September 30, 2022

STATEMENT OF NET ASSETS (Continued)

SEPTEMBER 30, 2022


Shares			Cost		Value
Common Stocks (continued)
Information Technology (continued)
		Electronic Equipment & Instruments (4.72%)
	425,321	Advanced Energy Industries, Inc.	$	30,735,779	$	32,924,099
	54,131	Novanta, Inc.^1,2		5,885,852		6,260,250
	500,000	PAR Technology Corp.¹		15,711,348		14,765,000

				52,332,979		53,949,349

		IT Consulting & Other Services (2.12%)
	300,000	Endava plc, ADR^1,2		7,125,604		24,189,000

		Semiconductor Equipment (2.34%)
	490,800	Ichor Holdings Ltd.^1,2		11,435,027		11,882,268
	175,000	Nova Ltd.^1,2		4,080,928		14,927,500

				15,515,955		26,809,768

		Semiconductors (4.41%)
	725,000	Allegro MicroSystems, Inc.¹		10,150,000		15,841,250
	2,910,000	indie Semiconductor, Inc., Cl A¹		27,712,225		21,301,200
	2,750,000	Navitas Semiconductor Corp.¹		24,385,564		13,337,500

				62,247,789		50,479,950

		Systems Software (9.89%)
	1,709,900	Couchbase, Inc.^1,3		41,952,469		24,400,273
	430,775	Dynatrace, Inc.^1,3		10,425,483		14,995,278
	657,759	ForgeRock, Inc., Cl A^1,3		19,865,094		9,557,238
	759,531	Ping Identity Holding Corp.¹		13,954,936		21,320,035
	189,000	Qualys, Inc.¹		15,185,542		26,344,710
	621,000	Varonis Systems, Inc.¹		19,427,812		16,468,920

				120,811,336		113,086,454

	Total Information Technology			427,299,621		393,127,248


Real Estate (2.95%)
		Industrial REITs (2.95%)
	650,000	Rexford Industrial Realty, Inc.		31,657,136		33,800,000

	Total Common Stocks			1,187,064,211		1,107,715,569

Principal Amount

Cost

Value

Short Term Investments (3.66%)

$41,845,842

Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2022, 0.83%
due 10/3/2022; Proceeds at maturity $41,848,737;
(Fully Collateralized by $25,343,100 U.S. Treasury Note, 2.25% due 11/15/2025 Market value – $24,107,611) and ($20,901,300 U.S. Treasury Note, 0.375% due 11/30/2025 Market value - $18,575,215)⁴

41,845,842

Total Investments (100.50%)

1,228,910,053

1,149,561,411

Liabilities Less Cash and Other Assets (-0.50%)

(5,720,752

)

Net Assets

1,143,840,659

Retail Shares (Equivalent to $22.27 per share
based on 6,594,282 shares outstanding)

146,858,864

Institutional Shares (Equivalent to $22.80 per share
based on 41,919,079 shares outstanding)

955,653,686

R6 Shares (Equivalent to $22.80 per share
based on 1,812,629 shares outstanding)

41,328,109

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

³	The Adviser has reclassified/classified certain securities in or out of this sub-industry. Such reclassifications/classifications are not supported by S&P or MSCI.

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

^ADR	American Depositary Receipt.

All securities are Level 1, unless otherwise noted.


26		See Notes to Financial Statements.


September 30, 2022		Baron Durable Advantage Fund

STATEMENT OF NET ASSETS

SEPTEMBER 30, 2022


Shares				Cost		Value
Common Stocks (97.93%)
Communication Services (7.73%)
			Interactive Media & Services (7.73%)
	19,160		Alphabet, Inc., Cl C¹	$	1,610,665	$	1,842,234
	6,217		Meta Platforms, Inc., Cl A¹		1,309,622		843,522

	Total Communication Services				2,920,287		2,685,756


Consumer Discretionary (7.12%)
			Internet & Direct Marketing Retail (7.12%)
	21,894		Amazon.com, Inc.¹		2,696,555		2,474,022


Consumer Staples (4.27%)
			Hypermarkets & Super Centers (3.13%)
	2,305		Costco Wholesale Corp.		837,079		1,088,582

			Personal Products (1.14%)
	1,829		The Estée Lauder Companies, Inc., Cl A		465,284		394,881

	Total Consumer Staples				1,302,363		1,483,463


Financials (22.23%)
			Asset Management & Custody Banks (4.29%)
	5,235		Blackstone, Inc.		550,193		438,169
	25,739		Brookfield Asset Management, Inc., Cl A²		1,371,777		1,052,468

					1,921,970		1,490,637

			Financial Exchanges & Data (13.02%)
	6,960		CME Group, Inc.		1,358,052		1,232,825
	3,116	��	Moody’s Corp.		712,605		757,531
	2,499		MSCI, Inc.		1,125,532		1,054,053
	4,840		S&P Global, Inc.		1,310,040		1,477,894

					4,506,229		4,522,303

			Property & Casualty Insurance (4.92%)
	37,461		Arch Capital Group Ltd.^1,2		1,478,820		1,705,974

	Total Financials				7,907,019		7,718,914


Health Care (17.69%)
			Life Sciences Tools & Services (12.51%)
	4,477		Agilent Technologies, Inc.		527,735		544,179
	6,428		Danaher Corp.		1,327,977		1,660,288
	472		Mettler-Toledo International, Inc.¹		513,317		511,705
	3,211		Thermo Fisher Scientific, Inc.		1,484,006		1,628,587

					3,853,035		4,344,759

			Managed Health Care (5.18%)
	3,562		UnitedHealth Group, Incorporated		1,226,768		1,798,953

	Total Health Care				5,079,803		6,143,712


Industrials (3.35%)
			Aerospace & Defense (3.35%)
	10,155		HEICO Corp., Cl A		1,136,312		1,163,966


Shares			Cost		Value
Common Stocks (continued)
Information Technology (35.54%)
		Application Software (5.22%)
	1,564	Adobe, Inc.¹	$	485,799	$	430,413
	3,567	Intuit, Inc.		1,579,747		1,381,570

				2,065,546		1,811,983
		Data Processing & Outsourced Services (8.30%)
	5,110	MasterCard Incorporated, Cl A		1,592,997		1,452,977
	8,043	Visa, Inc., Cl A		1,779,680		1,428,839

				3,372,677		2,881,816

		Electronic Manufacturing Services (2.06%)
	6,472	TE Connectivity Ltd.²		816,793		714,250

		IT Consulting & Other Services (4.56%)
	6,153	Accenture plc, Cl A ²		1,679,628		1,583,167

		Semiconductors (7.47%)
��	2,726	Monolithic Power Systems, Inc.		1,070,052		990,628
	5,378	NVIDIA Corp.		678,247		652,836
	6,141	Texas Instruments, Inc.		1,047,967		950,504

				2,796,266		2,593,968
		Systems Software (7.93%)
	11,835	Microsoft Corporation		2,565,012		2,756,372

	Total Information Technology			13,295,922		12,341,556

	Total Common Stocks			34,338,261		34,011,389



Principal Amount
Short Term Investments (2.65%)
	$920,562	Repurchase Agreement with Fixed Income Clearing Corp., dated 9/30/2022, 0.83% due 10/3/2022; Proceeds at maturity $920,626; (Fully Collateralized by $1,059,600 U.S. Treasury Note, 0.375% due 12/31/2025 Market value - $939,029)³		920,562		920,562

	Total Investments (100.58%)		$	35,258,823		34,931,951

	Liabilities Less Cash and Other Assets (-0.58%)					(200,066	)

	Net Assets				$	34,731,885

	Retail Shares (Equivalent to $14.66 per share based on 517,830 shares outstanding)				$	7,590,486

	Institutional Shares (Equivalent to $14.82 per share based on 1,595,447 shares outstanding)				$	23,649,830

	R6 Shares (Equivalent to $14.82 per share based on 235,565 shares outstanding)				$	3,491,569

%	Represents percentage of net assets.

¹	Non-income producing securities.

²	Foreign corporation.

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

All securities are Level 1, unless otherwise noted.


See Notes to Financial Statements.		27


Baron Funds		September 30, 2022

STATEMENTS OF ASSETS AND LIABILITIES

SEPTEMBER 30, 2022


	Baron Asset Fund		Baron Growth Fund		Baron Small Cap Fund		Baron Opportunity Fund
Assets:
Investments in securities, at value*
Unaffiliated investments	$	3,926,805,128	$	5,612,592,059	$	3,930,940,186	$	848,791,858
“Affiliated” investments		—		676,345,000		—		—

Total investments, at value		3,926,805,128		6,288,937,059		3,930,940,186		848,791,858
Cash		—		65,038		—		—
Receivable for shares sold		2,056,723		3,154,148		2,191,767		1,110,056
Dividends and interest receivable		646,573		4,521,935		1,022,523		16,755
Prepaid expenses		23,800		36,733		20,620		5,763
Receivable for securities sold		—		—		3,396,947		352,737

		3,929,532,224		6,296,714,913		3,937,572,043		850,277,169

Liabilities:
Payable for shares redeemed		2,838,675		2,153,343		4,638,751		423,582
Trustee fees payable (Note 4)		58,272		88,668		50,562		13,795
Investment advisory fees payable (Note 4)		825		510		230		863
Distribution fees payable (Note 4)		111		140		90		314
Payable for securities purchased		—		—		—		2,458,887
Payable for borrowings against line of credit		—		35,700,000		—		—
Net unrealized depreciation on unfunded commitments		—		—		—		13,122
Accrued expenses and other payables		403,601		543,341		347,162		139,998

		3,301,484		38,486,002		5,036,795		3,050,561

Net Assets	$	3,926,230,740	$	6,258,228,911	$	3,932,535,248	$	847,226,608

Net Assets consist of:
Paid-in capital	$	1,465,985,012	$	782,180,283	$	2,289,961,174	$	709,069,188
Distributable earnings/(losses)		2,460,245,728		5,476,048,628		1,642,574,074		138,157,420

Net Assets	$	3,926,230,740	$	6,258,228,911	$	3,932,535,248	$	847,226,608

Retail Shares:
Net Assets	$	1,824,825,608	$	2,015,588,300	$	1,135,145,525	$	448,523,270
Shares Outstanding ($0.01 par value; indefinite shares authorized)		23,566,345		25,076,918		45,447,269		18,147,365

Net Asset Value and Offering Price Per Share	$	77.43	$	80.38	$	24.98	$	24.72

Institutional Shares:
Net Assets	$	1,968,917,159	$	4,073,531,740	$	2,612,987,345	$	375,323,354
Shares Outstanding ($0.01 par value; indefinite shares authorized)		24,095,119		48,296,135		97,732,459		14,305,176

Net Asset Value and Offering Price Per Share	$	81.71	$	84.34	$	26.74	$	26.24

R6 Shares:
Net Assets	$	132,487,973	$	169,108,871	$	184,402,378	$	23,379,984
Shares Outstanding ($0.01 par value; indefinite shares authorized)		1,621,678		2,004,771		6,899,509		890,018

Net Asset Value and Offering Price Per Share	$	81.70	$	84.35	$	26.73	$	26.27


*Investments in securities, at cost:
Unaffiliated investments	$	1,433,773,389	$	1,056,137,362	$	2,483,554,571	$	586,346,378
“Affiliated” investments		—		120,557,206		—		—

Total investments, at cost	$	1,433,773,389	$	1,176,694,568	$	2,483,554,571	$	586,346,378


28		See Notes to Financial Statements.


September 30, 2022		Baron Funds

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

SEPTEMBER 30, 2022


	Baron Fifth Avenue Growth Fund		Baron Discovery Fund			Baron Durable Advantage Fund
Assets:
Investments in securities, at value*
Unaffiliated investments	$	391,252,578	$	1,149,561,411		$	34,931,951
“Affiliated” investments		—		—			—

Total investments, at value		391,252,578		1,149,561,411			34,931,951
Cash		—		—			—
Receivable for shares sold		135,050		1,588,360			18,545
Dividends and interest receivable		256		332,357			4,636
Prepaid expenses		2,909		6,789			239
Receivable for securities sold		7,385,664		5,094,432			—

		398,776,457		1,156,583,349			34,955,371

Liabilities:
Payable for shares redeemed		300,770		736,668			603
Trustee fees payable (Note 4)		6,698		16,673			579
Investment advisory fees payable (Note 4)		598		379			87
Distribution fees payable (Note 4)		811		813			427
Payable for securities purchased		11,294,918		11,781,367			150,068
Payable for borrowings against line of credit		—		—			—
Net unrealized depreciation on unfunded commitments		—		—			—
Accrued expenses and other payables		102,578		206,790			71,722

		11,706,373		12,742,690			223,486

Net Assets	$	387,070,084	$	1,143,840,659		$	34,731,885

Net Assets consist of:
Paid-in capital	$	330,837,934	$	1,314,828,015		$	37,565,662
Distributable earnings/(losses)		56,232,150		(170,987,356	)		(2,833,777	)

Net Assets	$	387,070,084	$	1,143,840,659		$	34,731,885

Retail Shares:
Net Assets	$	84,142,287	$	146,858,864		$	7,590,486
Shares Outstanding ($0.01 par value; indefinite shares authorized)		2,928,505		6,594,282			517,830

Net Asset Value and Offering Price Per Share	$	28.73	$	22.27		$	14.66

Institutional Shares:
Net Assets	$	281,835,932	$	955,653,686		$	23,649,830
Shares Outstanding ($0.01 par value; indefinite shares authorized)		9,521,264		41,919,079			1,595,447

Net Asset Value and Offering Price Per Share	$	29.60	$	22.80		$	14.82

R6 Shares:
Net Assets	$	21,091,865	$	41,328,109		$	3,491,569
Shares Outstanding ($0.01 par value; indefinite shares authorized)		712,256		1,812,629			235,565

Net Asset Value and Offering Price Per Share	$	29.61	$	22.80		$	14.82


*Investments in securities, at cost:
Unaffiliated investments	$	291,532,840	$	1,228,910,053		$	35,258,823
“Affiliated” investments		—		—			—

Total investments, at cost	$	291,532,840	$	1,228,910,053		$	35,258,823


See Notes to Financial Statements.		29


Baron Funds		September 30, 2022

STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED SEPTEMBER 30, 2022


	Baron Asset Fund			Baron Growth Fund			Baron Small Cap Fund			Baron Opportunity Fund
Investment income:
Income:
Dividends — Unaffiliated investments	$	19,771,730		$	71,669,943		$	25,581,846		$	1,944,084
Dividends — “Affiliated” investments		—			2,838,125			—			—
Interest		37,580			5,621			395,172			36,658
Securities lending income, net		—			406,196			2,521,903			—
Foreign taxes withheld on dividends		—			(48,366	)		(74,252	)		(9,100	)

Total income		19,809,310			74,871,519			28,424,669			1,971,642

Expenses:
Investment advisory fees (Note 4)		51,688,489			79,678,427			47,394,972			12,409,237
Distribution fees — Retail Shares (Note 4)		5,961,412			6,482,827			3,806,116			1,658,593
Shareholder servicing agent fees and expenses — Retail Shares		316,835			239,325			177,435			98,600
Shareholder servicing agent fees and expenses — Institutional Shares		101,980			173,415			95,055			30,280
Shareholder servicing agent fees and expenses — R6 Shares		7,435			9,285			10,766			1,364
Reports to shareholders		793,600			947,600			833,200			189,000
Trustee fees and expenses (Note 4)		246,250			374,170			215,102			60,761
Custodian and fund accounting fees		160,736			299,360			205,950			63,738
Registration and filing fees		123,851			185,988			258,710			140,230
Professional fees		116,860			170,905			108,400			57,750
Line of credit fees		61,827			97,361			58,603			15,568
Insurance expense		60,447			90,512			51,299			16,242
Administration fees		55,836			61,366			54,487			47,331
Miscellaneous expenses		2,424			2,425			2,433			2,457

Total operating expenses		59,697,982			88,812,966			53,272,528			14,791,151
Interest expense on borrowings		—			706,435			—			357

Total expenses		59,697,982			89,519,401			53,272,528			14,791,508
Reimbursement of expenses by Adviser — Retail Shares (Note 4)		—			—			—			—
Reimbursement of expenses by Adviser — Institutional Shares (Note 4)		—			—			—			—
Reimbursement of expenses by Adviser — R6 Shares (Note 4)		—			—			—			—

Net expenses		59,697,982			89,519,401			53,272,528			14,791,508

Net investment income (loss)		(39,888,672	)		(14,647,882	)		(24,847,859	)		(12,819,866	)

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments sold — Unaffiliated investments		(5,376,717	)		393,362,487			217,638,777			(114,444,784	)
Net realized gain (loss) on investments sold — “Affiliated” investments		—			2,447,883			—			—
Net realized gain (loss) on foreign currency transactions		—			(8,400	)		3,289			305
Change in net unrealized appreciation (depreciation) of:
Investments — Unaffiliated investments		(1,773,254,734	)		(2,673,005,203	)		(1,862,250,211	)		(451,261,042	)
Investments — “Affiliated” investments		—			(16,652,100	)		—			—
Unfunded commitments		346,731			746,100			—			286,220
Foreign currency translations		—			—			(32	)		—

Net gain (loss) on investments		(1,778,284,720	)		(2,293,109,233	)		(1,644,608,177	)		(565,419,301	)

Net increase (decrease) in net assets resulting from operations	$	(1,818,173,392	)	$	(2,307,757,115	)	$	(1,669,456,036	)	$	(578,239,167	)


30		See Notes to Financial Statements.


September 30, 2022		Baron Funds

STATEMENTS OF OPERATIONS (Continued)

FOR THE YEAR ENDED SEPTEMBER 30, 2022


	Baron Fifth Avenue Growth Fund			Baron Discovery Fund			Baron Durable Advantage Fund
Investment income:
Income:
Dividends — Unaffiliated investments	$	474,029		$	3,188,577		$	327,943
Dividends — “Affiliated” investments		—			—			—
Interest		15,971			73,801			1,992
Securities lending income, net		—			6,235			—
Foreign taxes withheld on dividends		(28,046	)		—			(942	)

Total income		461,954			3,268,613			328,993

Expenses:
Investment advisory fees (Note 4)		4,189,709			15,355,383			292,996
Distribution fees — Retail Shares (Note 4)		334,697			499,954			24,525
Shareholder servicing agent fees and expenses — Retail Shares		39,169			39,229			16,612
Shareholder servicing agent fees and expenses — Institutional Shares		24,827			66,780			11,991
Shareholder servicing agent fees and expenses — R6 Shares		1,372			2,022			187
Reports to shareholders		53,779			349,540			7,084
Trustee fees and expenses (Note 4)		30,338			77,435			2,110
Custodian and fund accounting fees		43,358			100,240			16,339
Registration and filing fees		60,025			104,910			58,980
Professional fees		53,090			61,312			53,160
Line of credit fees		6,917			18,173			561
Insurance expense		7,838			17,401			475
Administration fees		46,099			48,795			44,924
Miscellaneous expenses		2,425			2,457			2,456

Total operating expenses		4,893,643			16,743,631			532,400
Interest expense on borrowings		14,207			—			532

Total expenses		4,907,850			16,743,631			532,932
Reimbursement of expenses by Adviser — Retail Shares (Note 4)		(40,098	)		—			(52,856	)
Reimbursement of expenses by Adviser — Institutional Shares (Note 4)		(27,841	)		—			(124,186	)
Reimbursement of expenses by Adviser — R6 Shares (Note 4)		(2,033	)		—			(15,299	)

Net expenses		4,837,878			16,743,631			340,591

Net investment income (loss)		(4,375,924	)		(13,475,018	)		(11,598	)

Realized and unrealized gain (loss) on investments:
Net realized gain (loss) on investments sold — Unaffiliated investments		(40,287,366	)		(75,502,985	)		(2,488,168	)
Net realized gain (loss) on investments sold — “Affiliated” investments		—			—			—
Net realized gain (loss) on foreign currency transactions		(118	)		(49,935	)		—
Change in net unrealized appreciation (depreciation) of:
Investments — Unaffiliated investments		(310,503,541	)		(644,291,278	)		(7,952,242	)
Investments — “Affiliated” investments		—			—			—
Unfunded commitments		—			170,095			—
Foreign currency translations		—			6,622			—

Net gain (loss) on investments		(350,791,025	)		(719,667,481	)		(10,440,410	)

Voluntary payment from Adviser (Note 4)		2,806			—			—

Net increase (decrease) in net assets resulting from operations	$	(355,164,143	)	$	(733,142,499	)	$	(10,452,008	)


See Notes to Financial Statements.		31


Baron Funds		September 30, 2022

STATEMENTS OF CHANGES IN NET ASSETS


	Baron Asset Fund						Baron Growth Fund						Baron Small Cap Fund
	For the Year Ended September 30, 2022			For the Year Ended September 30, 2021			For the Year Ended September 30, 2022			For the Year Ended September 30, 2021			For the Year Ended September 30, 2022			For the Year Ended September 30, 2021
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	(39,888,672	)	$	(52,388,091	)	$	(14,647,882	)	$	(50,695,424	)	$	(24,847,859	)	$	(12,058,845	)
Net realized gain (loss)		(5,376,717	)		521,599,222			395,801,970			664,645,492			217,642,066			620,294,953
Change in net unrealized appreciation (depreciation)		(1,772,908,003	)		810,984,133			(2,688,911,203	)		1,980,361,279			(1,862,250,243	)		692,619,300
Voluntary payment from Adviser		—			—			—			739,525			—			—

Increase (decrease) in net assets resulting from operations		(1,818,173,392	)		1,280,195,264			(2,307,757,115	)		2,595,050,872			(1,669,456,036	)		1,300,855,408

Distributions to shareholders from:
Distributable earnings — Retail Shares		(211,761,982	)		(83,393,943	)		(230,029,244	)		(129,694,548	)		(210,707,973	)		(172,031,316	)
Distributable earnings — Institutional Shares		(220,311,299	)		(82,971,616	)		(433,480,993	)		(238,672,050	)		(351,209,477	)		(301,283,099	)
Distributable earnings — R6 Shares		(13,229,041	)		(4,853,119	)		(16,496,073	)		(8,726,380	)		(30,096,709	)		(23,695,921	)

Decrease in net assets from distributions to shareholders		(445,302,322	)		(171,218,678	)		(680,006,310	)		(377,092,978	)		(592,014,159	)		(497,010,336	)

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		67,693,340			117,901,509			143,366,452			143,409,884			91,952,314			205,450,106
Proceeds from the sale of shares — Institutional Shares		369,864,331			521,269,301			642,645,942			748,201,621			1,071,531,285			736,976,454
Proceeds from the sale of shares — R6 Shares		20,026,405			18,911,470			44,312,218			28,050,223			51,805,643			51,146,197
Net asset value of shares issued in reinvestment of distributions — Retail Shares		203,731,267			80,591,772			223,933,348			126,441,145			205,550,096			167,569,328
Net asset value of shares issued in reinvestment of distributions — Institutional Shares		211,515,538			79,896,649			416,089,869			229,865,089			328,720,072			283,821,699
Net asset value of shares issues in reinvestment of distribution — R6 Shares		13,229,065			4,853,119			16,492,041			8,726,380			30,096,285			23,695,921
Cost of shares redeemed — Retail Shares		(268,117,959	)		(345,577,646	)		(410,366,700	)		(495,912,634	)		(246,322,081	)		(312,878,639	)
Cost of shares redeemed — Institutional Shares		(579,052,258	)		(554,212,105	)		(992,190,235	)		(1,085,044,504	)		(600,948,465	)		(1,036,493,218	)
Cost of shares redeemed — R6 Shares		(14,854,484	)		(18,242,712	)		(40,262,023	)		(31,188,227	)		(54,836,253	)		(61,101,320	)

Increase (decrease) in net assets derived from capital share transactions		24,035,245			(94,608,643	)		44,020,912			(327,451,023	)		877,548,896			58,186,528

Net increase (decrease) in net assets		(2,239,440,469	)		1,014,367,943			(2,943,742,513	)		1,890,506,871			(1,383,921,299	)		862,031,600

Net Assets:
Beginning of year		6,165,671,209			5,151,303,266			9,201,971,424			7,311,464,553			5,316,456,547			4,454,424,947

End of year	$	3,926,230,740		$	6,165,671,209		$	6,258,228,911		$	9,201,971,424		$	3,932,535,248		$	5,316,456,547

Capital share transactions — Retail Shares
Shares sold		673,034			1,048,197			1,424,290			1,329,997			2,799,357			5,246,358
Shares issued in reinvestment of distributions		1,765,459			772,248			1,960,887			1,288,172			5,422,055			4,833,266
Shares redeemed		(2,684,948	)		(3,083,230	)		(4,160,724	)		(4,734,275	)		(7,757,397	)		(8,200,073	)

Net increase (decrease)		(246,455	)		(1,262,785	)		(775,547	)		(2,116,106	)		464,015			1,879,551

Capital share transactions — Institutional Shares
Shares sold		3,558,977			4,448,129			6,247,063			6,802,398			33,037,808			17,916,951
Shares issued in reinvestment of distributions		1,740,621			731,587			3,479,594			2,249,676			8,118,550			7,737,778
Shares redeemed		(5,780,900	)		(4,674,173	)		(9,786,343	)		(9,642,068	)		(17,971,264	)		(25,023,899	)

Net increase (decrease)		(481,302	)		505,543			(59,686	)		(589,994	)		23,185,094			630,830

Capital share transactions — R6 Shares
Shares sold		192,053			163,468			417,243			250,257			1,463,943			1,255,551
Shares issued in reinvestment of distributions		108,896			44,447			137,905			85,387			743,485			646,194
Shares redeemed		(148,399	)		(153,961	)		(389,755	)		(278,643	)		(1,637,123	)		(1,502,914	)

Net increase (decrease)		152,550			53,954			165,393			57,001			570,305			398,831


32		See Notes to Financial Statements.


September 30, 2022		Baron Funds

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Baron Opportunity Fund						Baron Fifth Avenue Fund
	For the Year Ended September 30, 2022			For the Year Ended September 30, 2021			For the Year Ended September 30, 2022			For the Year Ended September 30, 2021
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	(12,819,866	)	$	(16,056,597	)	$	(4,375,924	)	$	(5,228,369	)
Net realized gain (loss)		(114,444,479	)		146,597,992			(40,287,484	)		25,179,122
Change in net unrealized appreciation (depreciation)		(450,974,822	)		242,030,208			(310,503,541	)		106,431,535
Voluntary payment from Adviser		—			—			2,806			—

Increase (decrease) in net assets resulting from operations		(578,239,167	)		372,571,603			(355,164,143	)		126,382,288

Distributions to shareholders from:
Distributable earnings — Retail Shares		(71,908,828	)		(52,365,778	)		(5,787,989	)		(689,834	)
Distributable earnings — Institutional Shares		(56,443,664	)		(32,020,901	)		(18,618,604	)		(1,548,437	)
Distributable earnings — R6 Shares		(2,851,069	)		(1,947,521	)		(1,194,492	)		(124,992	)

Decrease in net assets from distributions to shareholders		(131,203,561	)		(86,334,200	)		(25,601,085	)		(2,363,263	)

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		90,140,013			281,790,567			18,549,655			40,552,091
Proceeds from the sale of shares — Institutional Shares		257,363,466			436,910,712			92,824,095			279,779,017
Proceeds from the sale of shares — R6 Shares		2,207,375			2,145,302			178,819			434,811
Net asset value of shares issued in reinvestment of distributions — Retail Shares		67,945,176			50,408,936			5,516,266			664,220
Net asset value of shares issued in reinvestment of distributions — Institutional Shares		55,956,931			31,726,872			17,875,277			1,456,269
Net asset value of shares issues in reinvestment of distribution — R6 Shares		2,844,939			1,942,787			1,194,492			124,992
Cost of shares redeemed — Retail Shares		(197,463,874	)		(278,264,972	)		(41,581,582	)		(61,114,480	)
Cost of shares redeemed — Institutional Shares		(335,516,447	)		(278,557,907	)		(163,573,800	)		(108,821,753	)
Cost of shares redeemed — R6 Shares		(844,326	)		(434,249	)		(358,230	)		(382,769	)

Increase (decrease) in net assets derived from capital share transactions		(57,366,747	)		247,668,048			(69,375,008	)		152,692,398

Net increase (decrease) in net assets		(766,809,475	)		533,905,451			(450,140,236	)		276,711,423

Net Assets:
Beginning of year		1,614,036,083			1,080,130,632			837,210,320			560,498,897

End of year	$	847,226,608		$	1,614,036,083		$	387,070,084		$	837,210,320

Capital share transactions — Retail Shares
Shares sold		2,484,667			6,929,242			447,331			791,323
Shares issued in reinvestment of distributions		1,585,282			1,418,771			98,050			14,013
Shares redeemed		(5,844,624	)		(6,795,284	)		(1,012,340	)		(1,204,230	)

Net increase (decrease)		(1,774,675	)		1,552,729			(466,959	)		(398,894	)

Capital share transactions — Institutional Shares
Shares sold		7,072,311			9,947,143			2,346,961			5,405,985
Shares issued in reinvestment of distributions		1,232,803			848,766			309,047			29,983
Shares redeemed		(9,516,207	)		(6,411,277	)		(3,866,788	)		(2,044,977	)

Net increase (decrease)		(1,211,093	)		4,384,632			(1,210,780	)		3,390,991

Capital share transactions — R6 Shares
Shares sold		65,134			46,717			4,066			7,771
Shares issued in reinvestment of distributions		62,595			51,918			20,645			2,572
Shares redeemed		(25,022	)		(9,648	)		(8,514	)		(7,020	)

Net increase (decrease)		102,707			88,987			16,197			3,323


See Notes to Financial Statements.		33


Baron Funds		September 30, 2022

STATEMENTS OF CHANGES IN NET ASSETS (Continued)


	Baron Discovery Fund						Baron Durable Advantage Fund
	For the Year Ended September 30, 2022			For the Year Ended September 30, 2021			For the Year Ended September 30, 2022			For the Year Ended September 30, 2021
Increase (Decrease) in Net Assets:
Operations:
Net investment income (loss)	$	(13,475,018	)	$	(15,963,324	)	$	(11,598	)	$	(25,602	)
Net realized gain (loss)		(75,552,920	)		91,808,001			(2,488,168	)		249,381
Change in net unrealized appreciation (depreciation)		(644,114,561	)		276,354,754			(7,952,242	)		4,673,983
Voluntary payment from Adviser		—			—			—			—

Increase (decrease) in net assets resulting from operations		(733,142,499	)		352,199,431			(10,452,008	)		4,897,762

Distributions to shareholders from:
Distributable earnings — Retail Shares		(9,414,668	)		(6,337,567	)		(30,878	)		(4,063	)
Distributable earnings — Institutional Shares		(60,239,989	)		(29,923,673	)		(113,095	)		(7,750	)
Distributable earnings — R6 Shares		(1,452,600	)		(741,937	)		(13,889	)		(1,663	)

Decrease in net assets from distributions to shareholders		(71,107,257	)		(37,003,177	)		(157,862	)		(13,476	)

Capital share transactions:
Proceeds from the sale of shares — Retail Shares		48,756,595			139,737,935			10,284,958			9,806,360
Proceeds from the sale of shares — Institutional Shares		586,671,824			920,664,644			24,671,094			18,222,606
Proceeds from the sale of shares — R6 Shares		36,375,153			24,318,756			91,467			1,038,549
Net asset value of shares issued in reinvestment of distributions — Retail Shares		9,287,250			6,287,081			30,578			4,026
Net asset value of shares issued in reinvestment of distributions — Institutional Shares		57,450,593			28,249,535			113,095			7,750
Net asset value of shares issues in reinvestment of distribution — R6 Shares		1,452,600			741,937			13,889			1,663
Cost of shares redeemed — Retail Shares		(77,220,580	)		(94,280,977	)		(10,048,214	)		(5,279,107	)
Cost of shares redeemed — Institutional Shares		(732,766,259	)		(242,852,333	)		(20,973,005	)		(2,007,425	)
Cost of shares redeemed — R6 Shares		(11,516,145	)		(8,132,869	)		(21	)		(16,324	)

Increase (decrease) in net assets derived from capital share transactions		(81,508,969	)		774,733,709			4,183,841			21,778,098

Net increase (decrease) in net assets		(885,758,725	)		1,089,929,963			(6,426,029	)		26,662,384

Net Assets:
Beginning of year		2,029,599,384			939,669,421			41,157,914			14,495,530

End of year	$	1,143,840,659		$	2,029,599,384		$	34,731,885		$	41,157,914

Capital share transactions — Retail Shares
Shares sold		1,672,260			3,870,281			565,882			564,903
Shares issued in reinvestment of distributions		264,594			203,927			1,524			212
Shares redeemed		(2,662,561	)		(2,619,489	)		(577,318	)		(311,407	)

Net increase (decrease)		(725,707	)		1,454,719			(9,912	)		253,708

Capital share transactions — Institutional Shares
Shares sold		20,118,331			24,844,227			1,322,560			1,011,124
Shares issued in reinvestment of distributions		1,602,527			900,240			5,588			405
Shares redeemed		(25,486,239	)		(6,561,498	)		(1,189,441	)		(108,630	)

Net increase (decrease)		(3,765,381	)		19,182,969			138,707			902,899

Capital share transactions — R6 Shares
Shares sold		1,171,794			678,416			5,307			60,974
Shares issued in reinvestment of distributions		40,519			23,636			687			87
Shares redeemed		(410,088	)		(223,403	)		(1	)		(970	)

Net increase (decrease)		802,225			478,649			5,993			60,091


34		See Notes to Financial Statements.


September 30, 2022		Baron Funds

NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATION

Baron Investment Funds Trust (the “Trust”) is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company established as a Massachusetts business trust on February 19, 1987, and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services – Investment Companies. The Trust currently offers 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 through fee-based platforms, retirement platforms, or other platforms. 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) (collectively, “Qualified 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 and tax-exempt plans, accounts registered to insurance companies, trust companies and bank trust departments, investment companies, both affiliated and not affiliated with BAMCO, Inc. (the “Adviser”), and any entity that is considered a corporation for tax purposes, including corporate non-qualified deferred compensation plans of such corporations. There is no minimum initial investment for Qualified Plans. All other R6 eligible investors must meet a minimum initial investment of at least $5 million per Fund. Each class of shares has equal rights to earnings and assets, except that each class bears different expenses for distribution and shareholder servicing. Each Fund’s investment income, realized and unrealized gains or losses on investments and foreign currency, and expenses other than those attributable to a specific class are allocated to each class based on its relative net assets. Each class of shares has exclusive voting rights with respect to matters that affect just that class. The investment goals of the Funds are as follows:

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

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

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

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

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

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

Baron Durable Advantage Fund seeks capital appreciation through long-term investments primarily in securities of large-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 the Adviser’s 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, unless an independent pricing service provides a valuation for such security or in the opinion of the Board or the Committee, the amortized cost method would not represent 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 an estimated value calculated based on the price of the underlying common share on


Baron Funds		September 30, 2022

NOTES TO FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

Non-U.S. equity securities traded on foreign securities exchanges are generally valued using an independent pricing vendor that provides daily fair value adjustment 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 adjustment factors are classified as Level 2 in the fair value hierarchy. The models of the independent pricing vendor generate an 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 and translated into U.S. dollars. If the vendor does not provide an adjustment factor for a security, the security is valued based on its most recent local closing price 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.

In December 2020, the SEC adopted a new rule providing a framework for fund valuation practices (“Rule 2a-5”). Rule 2a-5 establishes requirements for determining fair value in good faith for purposes of the 1940 Act. The Board has designated the Adviser as the Funds’ valuation designee to perform fair value determinations, subject to board oversight and certain other conditions. Rule 2a-5 also defines when market quotations are “readily available” for purposes of the 1940 Act, which requires a fund to fair value when market quotations are not readily available. In connection with Rule 2a-5, the SEC also adopted related recordkeeping requirements and rescinded previously issued guidance, including with respect to the role of a board in determining fair value and the accounting and auditing of fund investments. The Funds adopted a valuation policy conforming to the new rules, effective September 8, 2022, and there was no material impact to the Funds.

b) Securities Transactions, Investment Income and Expense Allocation. Securities transactions are recorded on a trade date basis. Realized gain and loss from securities transactions are recorded on an identified cost basis for financial reporting and federal income tax purposes. Dividend income is recognized on the ex-dividend date and interest income is recognized on an accrual basis, which includes the accretion of discounts and amortization of premiums. Non-cash dividends received in the form of stock, if any, are recognized on the ex-dividend date and recorded as non-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 the ex-dividend date. Distributions received from certain investments held by the Funds may be comprised of dividends, realized gains and returns of capital. The Funds originally estimate the expected classification of such payments. The amounts may subsequently be reclassified upon receipt of information from the issuer. The Funds are charged for those expenses of the Trust that are directly attributable to each Fund, such as advisory and custodian fees. Expenses that are not directly attributable to a Fund are typically allocated among the Funds in proportion to their respective net assets.

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 NAV Calculation Time. 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 is marked-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.

There were no securities on loan at September 30, 2022.

e) Repurchase Agreements. The Funds may invest in repurchase agreements, which are short term investments whereby the Funds acquire ownership of a debt security and the seller agrees to repurchase the security at a future date at a specified price. When entering into repurchase agreements, it is the Funds’ policy that their custodian take possession of the underlying collateral securities, the market value of which, at all times, equals at least 102% of the principal amount of the repurchase transaction. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market to ensure the adequacy of the collateral. If the seller defaults and the market value of the collateral declines or if bankruptcy proceedings are commenced with respect to the seller of the security, realization of the collateral by the Funds may be delayed or limited. The information required to be disclosed by FASB Accounting Standards Update No. 2011-11 for the Funds’ investments in repurchase agreements at September 30, 2022, 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.


September 30, 2022		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

g) Special Purpose Acquisition Company. The Funds may acquire an interest in a special purpose acquisition company (“SPAC”) in an initial public offering (“IPO”), via a private placement or a secondary market transaction. A SPAC is typically a publicly traded company that raises investment capital via an IPO for the purpose of acquiring the equity securities of one or more existing companies via merger, combination, acquisition or other similar transactions. To the extent the SPAC is invested in cash or similar securities, this may negatively affect a Fund’s performance if the Fund is invested in the SPAC during such period. There is no guarantee that the SPACs will complete an acquisition or that any acquisitions that are completed will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. These transactions will require the approval of the respective shareholders and are subject to other customary closing conditions, including the receipt of certain regulatory approvals. If these conditions are not met, the SPAC’s acquisition may not close and, to the extent a Fund had committed to participate in a private placement (i.e., PIPE transaction, defined below), the Fund will no longer be obligated to fulfill its commitment.

h) Private Investment in Public Equity. The Funds may acquire equity securities of an issuer that are issued through a private investment in public equity (“PIPE”) transaction, including through commitments to purchase securities on a when-issued basis. A Fund will generally earmark an amount of cash or high quality securities equal to the amount of its commitment to purchase the when-issued securities. PIPE transactions typically involve the purchase of securities directly from a publicly traded company in a private placement transaction, including securities issued by a SPAC, typically at a discount to the market price of the company’s securities. There is a risk that if the market price of the securities drops below a set threshold, the company may have to issue additional stock at a significantly reduced price, which may dilute the value of a Fund’s investment. Shares in PIPEs generally are not registered with the SEC until after a certain time period from the date the private sale is completed. This restriction can last an uncertain amount of time and may be many months. Until the public registration process is completed, securities acquired via a PIPE are restricted as to resale and a Fund cannot freely trade the securities. Generally, such restrictions cause these securities to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.

Publicly traded securities acquired via a PIPE transaction are typically valued at a discount to the market price of an issuer’s common stock and classified as Level 2 or Level 3 in the fair value hierarchy depending on the significance of the unobservable inputs. Discounts are applied due to certain trading restrictions imposed or a lack of marketability preceding the conversion to publicly traded securities. The primary inputs used in determining the discount are the length of the lock-up time period and volatility of the underlying security.

As of September 30, 2022, Baron Opportunity Fund had a commitment to purchase a when-issued security through a private transaction. Unrealized appreciation (depreciation) on this commitment is separately presented in the Statements of Assets and Liabilities as unrealized appreciation (depreciation) on unfunded commitments, and in the Statements of Operations as change in unrealized appreciation (depreciation) on unfunded commitments.

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

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

j) 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.

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

l) 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.

m) 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 September 30, 2022 were as follows:



Fund	Purchases		Sales
Baron Asset Fund	$	235,719,281	$	674,837,022
Baron Growth Fund		35,330,068		653,298,692
Baron Small Cap Fund		763,871,721		769,011,709
Baron Opportunity Fund		376,428,828		578,332,447
Baron Fifth Avenue Growth Fund		222,918,012		320,984,676
Baron Discovery Fund		598,861,070		667,334,719
Baron Durable Advantage Fund		22,610,544		18,368,152


Baron Funds		September 30, 2022

NOTES TO FINANCIAL STATEMENTS (Continued)

4. INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

a) Investment Advisory Fees. The Adviser, a wholly owned subsidiary of Baron Capital Group, Inc. (“BCG”), serves as investment adviser to the Funds. As compensation for services rendered, the Adviser receives a fee payable monthly 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 Fund. The Adviser receives a fee payable monthly from Baron Fifth Avenue Growth Fund and Baron Durable Advantage Fund equal to 0.70% per annum and 0.65% per annum of each Fund’s average daily net assets, respectively.

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 or reimburse Fund expenses, 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 broker-dealer and the distributor of the Funds’ shares. The Funds are authorized to pay BCI a distribution fee payable monthly pursuant to a distribution plan under Rule 12b-1 of the 1940 Act equal to 0.25% per annum of the Retail Shares’ average daily net assets of the respective Funds.

c) Trustee Fees. Certain Trustees of the Trust are interested persons (as defined by the 1940 Act) of the Trust. None of these Trustees 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, plus fixed annual fees for the administrative services.

e) Cross Trades. The Funds are permitted to purchase securities from, or sell securities to, other Funds within the Trust, the funds in 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 Rule 17a-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 year ended September 30, 2022, the Funds engaged in the following cross-trades:



	Purchases		Sales		Net Realized Gains (Losses)
Baron Asset Fund	$	1,187,949	$	1,209,600	$	(70,400	)
Baron Small Cap Fund		3,219,221		—		—
Baron Opportunity Fund		—		1,187,949		324,759
Baron Discovery Fund		—		2,009,621		(1,556,098	)

f) Voluntary Payment. During the year ended September 30, 2022, the Adviser made a voluntary payment to Baron Fifth Avenue Growth Fund in the amount of $2,806 to compensate the Fund for a loss incurred due to a valuation error. The impact of this payment increased the Fund’s total return by less than 0.01%.

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 $200 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 $200 million. Interest is charged to each fund, based on its borrowings, at a rate per annum equal to the higher of the Overnight Bank Funding Rate plus 0.10% or the Overnight Federal Funds Rate plus 0.10%; 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 year ended September 30, 2022, Baron Growth Fund, Baron Opportunity Fund, Baron Fifth Avenue Growth Fund, and Baron Durable Advantage Fund had borrowings under the line of credit and incurred interest expense of $706,435, $357, $14,207, and $532, respectively. For the 278 days during which there were borrowings, Baron Growth Fund had an average daily balance on the line of credit of $48.5 million at a weighted average interest rate of 1.91%. For the 7 days during which there were borrowings, Baron Opportunity Fund had an average daily balance on the line of credit of $1.6 million at a weighted average interest rate of 1.20%. For the 95 days during which there were borrowings, Baron Fifth Avenue Growth Fund had an average daily balance on the line of credit of $4.2 million at a weighted average interest rate of 1.29%. For the 4 days during which there were borrowings, Baron Durable Advantage Fund had an average daily balance on the line of credit of $3.4 million at a weighted average interest rate of 1.45%. At September 30, 2022, Baron Growth Fund had an outstanding balance in the amount of $35,700,000.


September 30, 2022		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

6. RESTRICTED SECURITIES

At September 30, 2022, 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. An illiquid investment is any investment that the Funds reasonably expect cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment, as determined pursuant to the provisions of the Liquidity Rule governing classification of portfolio securities. The Funds may receive more or less than this valuation in an actual sale and that difference could be material. At September 30, 2022, 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 Common Stocks
StubHub Holdings, Inc.		12/22/2021	$	24,543,535

Private Preferred Stocks
Space Exploration Technologies Corp.		8/4/2020		57,790,702


Total Restricted Securities			$	82,334,237

(Cost $76,000,501)^†(2.10% of Net Assets)

	Baron Growth Fund

Name of Issuer	Acquisition Date(s)		Value
Private Convertible Preferred Stocks
Farmers Business Network, Inc.		7/31/2020-9/15/2021	$	13,626,318
Northvolt AB		9/21/2020		17,811,468


Total Restricted Securities			$	31,437,786

(Cost $25,674,991)^†(0.50% of Net Assets)

	Baron Opportunity Fund

Name of Issuer	Acquisition Date(s)		Value
Private Common Stocks
GM Cruise Holdings LLC		5/19/2022	$	89,743
Space Exploration Technologies Corp.		3/25/2021		8,216,292

Private Convertible Preferred Stocks
Farmers Business Network, Inc.		7/31/2020		7,009,499

Private Preferred Stocks
GM Cruise Holdings		1/19/2021		6,991,578
Space Exploration Technologies Corp.		8/4/2020		11,113,689


Total Restricted Securities			$	33,420,801

(Cost $25,388,131)^†(3.94% of Net Assets)

	Baron Fifth Avenue Growth Fund

Name of Issuer	Acquisition Date(s)		Value
Private Common Stocks
Space Exploration Technologies Corp.		3/25/2021-12/3/2021	$	3,214,862

Private Preferred Stocks
GM Cruise Holdings LLC		1/19/2021		3,490,813


Total Restricted Securities			$	6,705,675

(Cost $6,012,083)^†( 1.73% of Net Assets)

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


Baron Funds		September 30, 2022

NOTES TO FINANCIAL STATEMENTS (Continued)

7. FAIR VALUE MEASUREMENTS

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

•

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

•

Level 2 — prices determined using other 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 September 30, 2022 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^†	$	3,827,650,442	$	—	$	—	$	3,827,650,442
Private Common Stocks		—		—		24,543,535		24,543,535
Private Preferred Stocks		—		—		57,790,702		57,790,702
Short Term Investments		—		16,820,449		—		16,820,449

Total Investments	$	3,827,650,442	$	16,820,449	$	82,334,237	$	3,926,805,128


	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^†	$	6,240,028,260	$	17,368,707	$	—	$	6,257,396,967
Private Convertible Preferred Stocks^†		—		—		31,437,786		31,437,786
Warrants		102,306		—		—		102,306

Total Investments	$	6,240,130,566	$	17,368,707	$	31,437,786	$	6,288,937,059

†	See Statements of Net Assets for additional detailed categorizations.


September 30, 2022		Baron Funds

NOTES TO FINANCIAL STATEMENTS (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^†	$	3,630,348,540	$	29,621,790	$	—		$	3,659,970,330
Short Term Investments		—		270,969,856		—			270,969,856

Total Investments	$	3,630,348,540	$	300,591,646	$	—		$	3,930,940,186


	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^†	$	787,571,326	$	3,741,484	$	—		$	791,312,810
Private Common Stocks^†		—		—		8,306,035			8,306,035
Private Convertible Preferred Stocks		—		—		7,009,499			7,009,499
Private Preferred Stocks^†		—		—		18,105,267			18,105,267
Short Term Investments		—		24,058,247		—			24,058,247

Total Investments	$	787,571,326	$	27,799,731	$	33,420,801		$	848,791,858

Unrealized appreciation (depreciation) on unfunded commitments	$	—	$	—	$	(13,122	)	$	(13,122	)


	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^†	$	365,367,793	$	8,074,122	$	—		$	373,441,915
Private Common Stocks		—		—		3,214,862			3,214,862
Private Preferred Stocks		—		—		3,490,813			3,490,813
Short Term Investments		—		11,104,988		—			11,104,988

Total Investments	$	365,367,793	$	19,179,110	$	6,705,675		$	391,252,578


	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^†	$	1,100,867,952	$	6,847,617	$	—		$	1,107,715,569
Short Term Investments		—		41,845,842		—			41,845,842

Total Investments	$	1,100,867,952	$	48,693,459	$	—		$	1,149,561,411


	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^†	$	34,011,389	$	—	$	—		$	34,011,389
Short Term Investments		—		920,562		—			920,562

Total Investments	$	34,011,389	$	920,562	$	—		$	34,931,951

†	See Statements of Net Assets for additional detailed categorizations.


Baron Funds		September 30, 2022

NOTES TO FINANCIAL STATEMENTS (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, 2021			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 September 30, 2022		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at September 30, 2022
Private Common Stocks
Consumer Discretionary	$	—		$	—	$	—		$	(25,456,506	)	$	50,000,041	$	—		$	—	$	—		$	24,543,535	$	(25,456,506	)

Private Preferred Stock
Industrials		39,979,078			—		—			17,811,624			—		—			—		—			57,790,702		17,811,624

Total	$	39,979,078		$	—	$	—		$	(7,644,882	)	$	50,000,041	$	—		$	—	$	—		$	82,334,237	$	(7,644,882	)

Unfunded Commitments	$	(346,731	)	$		$			$	346,731		$	—	$	—		$	—	$	—		$	—	$	—


	Baron Growth Fund

Investments in Securities	Balance as of September 30, 2021			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 September 30, 2022		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at September 30, 2022
Common Stocks
Industrials	$	27,018,900		$	—	$	(20,108,067	)	$	6,011,540		$	—	$	(12,922,373	)	$	—	$	—		$	—	$	—
Materials		4,979,259			—		(4,875,825	)		4,370,741			—		(4,474,175	)		—		—			—		—

Private Convertible Preferred Stocks
Industrials		16,346,194			—		—			1,465,274			—		—			—		—			17,811,468		1,465,274
Materials		24,842,016			—		—			(11,215,698	)		—		—			—		—			13,626,318		(11,215,698	)

Total	$	73,186,369		$	—	$	(24,983,892	)	$	631,857		$	—	$	(17,396,548	)	$	—	$	—		$	31,437,786	$	(9,750,424	)

Unfunded Commitments	$	(746,100	)	$	—	$	—		$	746,100		$	—	$	—		$	—	$	—		$	—	$	—


	Baron Small Cap Fund

Investments in Securities	Balance as of September 30, 2021			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 September 30 2022		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at September 30, 2022
Common Stocks
Consumer Discretonary¹	$	20,547,165		$	—	$	—		$	660,377		$	—	$	—		$	—	$	(21,207,542	)	$	—	$	—

¹	E2 Open, Inc. restriction on resale was lifted on October 12, 2021.


September 30, 2022		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

7. FAIR VALUE MEASUREMENTS (Continued)



	Baron Opportunity Fund

Investments in Securities	Balance as of September 30, 2021			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 September 30, 2022			Change in Net Unrealized Appreciation (Depreciation) from Investments still held at September 30, 2022
Common Stock
Consumer Discretionary¹	$	—		$	—	$	—	$	(27,544,209	)	$	—	$	—	$	41,355,723	$	(13,811,514	)	$	—		$	—

Private Common Stocks
Industrials		4,942,480			—		—		2,259,832			1,103,723		—		—		—			8,306,035			2,259,832

Private Convertible Preferred Stocks
Consumer Discretionary¹		21,865,920			—		—		19,489,803			—		—		—		(41,355,723	)		—			—
Materials		12,869,756			—		—		(5,860,257	)		—		—		—		—			7,009,499			(5,860,257	)

Private Preferred Stocks
Industrials		14,167,370			—		—		3,937,897			—		—		—		—			18,105,267			3,937,897

Total	$	53,845,526		$	—	$	—	$	(7,716,934	)	$	1,103,723	$	—	$	41,355,723	$	(55,167,237	)	$	33,420,801		$	337,472

Unfunded Commitments	$	(299,342	)	$	—	$	—		286,220		$	—	$	—	$	—	$	—		$	(13,122	)	$	(13,122	)



	Baron Fifth Avenue Growth Fund

Investments in Securities	Balance as of September 30, 2021		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 September 30, 2022		Change in Net Unrealized Appreciation (Depreciation) from Investments still held at September 30, 2022
Common Stocks
Consumer Discretionary¹	$	—	$	—	$	—	$	(3,698,501	)	$	—	$	—	$	5,553,044	$	(1,854,543	)	$	—	$	—

Private Common Stocks
Industrials		1,482,536		—		—		732,166			1,000,160		—		—		—			3,214,862		732,166

Private Convertible Preferred Stocks
Consumer Discretionary¹		2,960,104		—		—		2,592,940			—		—		—		(5,553,044	)		—		—

Private Preferred Stocks
Industrials		3,234,900		—		—		255,913			—		—		—		—			3,490,813		255,913

Total	$	7,677,540	$	—	$	—	$	(117,482	)	$	1,000,160	$	—	$	5,553,044	$	(7,407,587	)	$	6,705,675	$	988,079

¹	Rivian Automotive, Series E and F Private Preferred Stock converted into Common Stocks on November 9, 2021, and restriction on resale was lifted on May 9, 2022.


Baron Funds		September 30, 2022

NOTES TO FINANCIAL STATEMENTS (Continued)

7. FAIR VALUE MEASUREMENTS (Continued)

Baron Discovery Fund

Investments in
Securities

Balance as of
September 30,
2021

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
September 30,
2022

Change in Net
Unrealized
Appreciation
(Depreciation) from
Investments
still held at
September 30,
2022

Common Stocks

Industrials

5,057,465

—

1,519,673

1,125,255

—

(7,702,393

)

—

Unfunded Commitments

(170,095

)

—

170,095

—

Unobservable valuation inputs developed by the Adviser for significant (greater than 1% of net assets) Level 3 investments as of September 30, 2022 were as follows:

Baron Asset Fund

Sector (Country)

Company

Fair Value as of
9/30/2022

Valuation Technique

Unobservable Input

Weighted Average
used on
September 30, 2022

Range used on
September 30, 2022

Private Common Stocks: Consumer Discretionary

StubHub Holdings, Inc.

$24,543,535

Combination of recent transaction, current value
via comparable companies, option-pricing, and scenario analysis methods

Change in the composite equity index of comparable companies

(1.08)%

(2.13)% - 1.04%

Discount for lack of marketability

7.98%

6.75% - 11.67%

Estimated volatility of the returns of equity¹

58.35%

43.19% - 74.16%

Scenario Probabilities:
Scenario A / Scenario B / Scenario C²

90% / 9% / 1%

1% - 90%

Private Preferred Stocks: Industrials

Space Exploration Technology Corp.

$57,790,702

Combination of recent transaction, current value via comparable companies, and option-pricing methods

Change in the composite equity index of comparable companies

0.45%

(3.39)% - 6.07%

Discount for lack of marketability

4.22%

Estimated volatility of the returns of equity³

36.94%

22.25% - 53.52%

See footnotes on page 45.


September 30, 2022		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

7. FAIR VALUE MEASUREMENTS (Continued)

Baron Opportunity Fund

Sector (Country)

Company

Fair Value
as of
9/30/2022

Valuation Technique

Unobservable Input

Weighted Average
used on
September 30, 2022

Range used on
September 30,
2022

Private Common and Preferred Stocks:
Industrials

Space Exploration Technology Corp.

$19,329,981

Combination of recent transaction, current value via comparable companies, and option-pricing methods

Change in the composite equity index of comparable companies

0.45%

(3.39)% - 6.07%

Discount for lack of marketability

4.22%

Estimated volatility of the returns of equity³

36.94%

22.25% - 53.52%

Private Common and Preferred Stocks:
Industrials

GM Cruise Holdings

$7,081,321

Combination of recent transaction, current value via comparable companies, option-pricing, and scenario analysis methods

Discount for lack of marketability

13.36%

Estimated volatility of the returns of equity⁴

38.33%

30.51% - 81.90%

Scenario Probabilities:
Scenario A / Scenario B⁵

70% / 30%

30% - 70%

Private Equity Investments: Materials

Farmers Business Network, Inc.

$7,009,499

Combination of recent transaction, current value via comparable companies, option-pricing, and scenario analysis methods

Change in the composite equity index of comparable companies

(0.96)%

(5.89)% - 2.24%

Discount for lack of marketability

15.25%

Estimated volatility of the returns of equity³

58.58%

27.92% - 123.55%

Scenario Probabilities:
Scenario A / Scenario B⁵

90% / 10%

10% - 90%

Baron Fifth Avenue Growth Fund

Sector (Country)

Company

Fair Value
as of
9/30/2022

Valuation Technique

Unobservable Input

Weighted Average
used on
September 30, 2022

Range used on
September 30,
2022

Private Common Stocks: Industrials

Space Exploration Technology Corp.

$3,214,862

Combination of recent transaction, current value via comparable companies, and option-pricing methods

Change in the composite equity index of comparable companies

0.45%

(3.39)% - 6.07%

Discount for lack of marketability

4.22%

Estimated volatility of the returns of equity³

36.94%

22.25% - 53.52%

Private Preferred Stocks: Industrials

GM Cruise Holdings

$3,490,813

Combination of recent transaction, current value via comparable companies, option-pricing, and scenario analysis methods

Discount for lack of marketability

13.36%

Estimated volatility of the returns of equity⁴

38.33%

30.51% - 81.90%

Scenario Probabilities:
Scenario A / Scenario B⁵

70% / 30%

30% -70%

⁽¹⁾	The volatility was calculated as a weighted-average of the volatilities of the individual comparable companies. Some companies have a higher weight in the calculation than others.

⁽²⁾	Scenario A represents a Direct Listing/ IPO Event, Scenario B represents an Other Sale Event, and Scenario C represents a Liquidation Event.

⁽³⁾	The volatility was calculated as a weighted-average of the volatilities of two groups of comparable companies with different industry focus. Each group’s volatility was calculated as the simple average volatilities of comparable companies in the group.

⁽⁴⁾	The volatility was calculated as a weighted-average of the volatilities of the individual comparable companies and an ETF. Some companies have a higher weight in the calculation than others.

⁽⁵⁾	Scenario A represents an IPO Event, while Scenario B represents a Liquidation/M&A Event.

A significant change in the EV/EBITDA multiple ratio may result in a directionally similar significant change in the fair value measurement, while a significant change in the discount for lack of marketability and equity index of comparable companies may not result in a materially higher or lower fair value measurement.


Baron Funds		September 30, 2022

NOTES TO FINANCIAL STATEMENTS (Continued)

8. INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS

Federal income tax regulations differ from GAAP. Therefore, distributions determined in accordance with tax regulations may differ in amount or character from net investment income and net realized gain for financial reporting purposes. Net investment income (loss) and net realized and unrealized gain (loss) differ for financial statement and tax purposes due to differing treatments of net investment loss, foreign currency gains and losses, reclassification of distributions, partnership basis adjustments, 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.

For the year ended September 30, 2022, the Funds recorded the following permanent reclassifications to reflect tax character. Reclassifications between income, gains and paid-in capital relate primarily to the tax treatment of net investment loss, foreign currency gains and losses, passive foreign investment companies, REITs, and partnership basis adjustments. Results of operations and net assets were not affected by these reclassifications.



Fund	Distributable Earnings/(Losses)		Paid-In Capital
Baron Asset Fund	$	44,781,529	$	(44,781,529	)
Baron Growth Fund		40,310,208		(40,310,208	)
Baron Small Cap Fund		9,648,578		(9,648,578	)
Baron Opportunity Fund		4,635,301		(4,635,301	)
Baron Fifth Avenue Growth Fund		5,796,930		(5,796,930	)
Baron Discovery Fund		4,451,126		(4,451,126	)
Baron Durable Advantage Fund		22,289		(22,289	)

As of September 30, 2022, 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
Cost of investments	$	1,433,982,008		$	1,183,737,036		$	2,484,681,750		$	598,343,531

Gross tax unrealized appreciation		2,580,618,566			5,124,132,980			1,602,004,797			278,108,250
Gross tax unrealized depreciation		(87,795,446	)		(18,932,957	)		(155,746,361	)		(27,659,923	)

Net tax unrealized appreciation (depreciation)		2,492,823,120			5,105,200,023			1,446,258,436			250,448,327
Net tax unrealized currency appreciation (depreciation)		—			—			—			—
Net tax unrealized appreciation (depreciation) on unfunded commitments		—			—			—			(13,122	)
Undistributed (accumulated) net investment income (loss)		—			—			—			—
Undistributed (accumulated) net realized gain (loss)		—			379,895,871			212,894,976			—
Qualified late year loss deferral		(26,311,290	)		(9,047,266	)		(16,579,338	)		(8,202,615	)
Capital loss carryforwards		(6,266,102	)		—			—			(104,075,170	)
Paid-in capital		1,465,985,012			782,180,283			2,289,961,174			709,069,188

Net Assets	$	3,926,230,740		$	6,258,228,911		$	3,932,535,248		$	847,226,608



	Baron Fifth Avenue Growth Fund			Baron Discovery Fund			Baron Durable Advantage Fund
Cost of investments	$	291,545,276		$	1,233,238,785		$	35,264,940

Gross tax unrealized appreciation		121,897,705			190,764,457			2,204,693
Gross tax unrealized depreciation		(22,190,403	)		(274,441,831	)		(2,537,682	)

Net tax unrealized appreciation (depreciation)		99,707,302			(83,677,374	)		(332,989	)
Net tax unrealized currency appreciation (depreciation)		—			7,306			—
Net tax unrealized appreciation (depreciation) on unfunded commitments		—			—			—
Undistributed (accumulated) net investment income (loss)		—			—			—
Undistributed (accumulated) net realized gain (loss)		—			—			—
Qualified late year loss deferral		(2,792,744	)		(8,820,392	)		(15,938	)
Post October loss deferral		(40,682,408	)		—			—
Capital loss carryforwards		—			(78,496,896	)		(2,484,850	)
Paid-in capital		330,837,934			1,314,828,015			37,565,662

Net Assets	$	387,070,084		$	1,143,840,659		$	34,731,885


September 30, 2022		Baron Funds

NOTES TO FINANCIAL STATEMENTS (Continued)

8. INCOME TAXES AND DISTRIBUTIONS TO SHAREHOLDERS (Continued)

As of September 30, 2022, the Funds had capital loss carryforwards expiring as follows:



	Baron Asset Fund		Baron Growth Fund		Baron Small Cap Fund		Baron Opportunity Fund
Short term capital loss carryforwards:
No expiration date	$	6,266,102	$	—	$	—	$	104,075,170



	Baron Fifth Avenue Growth Fund		Baron Discovery Fund		Baron Durable Advantage Fund
Short term capital loss carryforwards:
No expiration date	$	—	$	78,496,896	$	2,484,850

The tax character of distributions paid during the years ended September 30, 2022 and September 30, 2021 was as follows:



	Year Ended September 30, 2022				Year Ended September 30, 2021

Fund	Ordinary¹		Long Term Capital Gain		Ordinary¹		Long Term Capital Gain
Baron Asset Fund	$	—	$	445,302,322	$	—	$	171,218,678
Baron Growth Fund		—		680,006,310		—		377,092,978
Baron Small Cap Fund		—		592,014,159		—		497,010,336
Baron Opportunity Fund		73,101,756		58,101,805		5,801,202		80,532,998
Baron Fifth Avenue Growth Fund		—		25,601,085		—		2,363,263
Baron Discovery Fund		42,606,495		28,500,762		—		37,003,177
Baron Durable Advantage Fund		—		157,862		13,454		22

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% 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 September 30, 2022, 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 September 30, 2022, the officers, trustees, and portfolio managers owned, directly or indirectly, 11.70% of Baron Fifth Avenue Growth Fund and 18.48% 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.


Baron Funds		September 30, 2022

NOTES TO FINANCIAL STATEMENTS (Continued)

10. TRANSACTIONS IN “AFFILIATED” COMPANIES¹

BARON GROWTH FUND



Name of Issuer	Value at September 30, 2021		Purchase Cost		Sales Proceeds/ Return of Capital		Change in Net Unrealized Appreciation (Depreciation)			Realized Gains/ (Losses)		Dividend Income		Shares Held at September 30, 2022		Value at September 30, 2022		% of Net Assets at September 30, 2022
“Affiliated” Company as of September 30, 2022:
Choice Hotels International, Inc.	$	379,110,000	$	—	$	3,375,783	$	(52,360,100	)	$	2,447,883	$	2,838,125		2,975,000	$	325,822,000		5.21	%
Iridium Communications, Inc.		314,815,000		—		—		35,708,000			—		—		7,900,000		350,523,000		5.60	%

	$	693,925,000	$	—	$	3,375,783	$	(16,652,100	)	$	2,447,883	$	2,838,125			$	676,345,000

BARON SMALL CAP FUND



Name of Issuer	Value at September 30, 2021		Purchase Cost		Sales Proceeds/ Return of Capital		Change in Net Unrealized Appreciation (Depreciation)			Realized Gains/ (Losses)		Dividend Income		Shares Held at September 30, 2022		Value at September 30, 2022		% of Net Assets at September 30, 2022
No longer an “Affiliated” Company as of September 30, 2022:
Installed Building Products, Inc.	$	160,725,000	$	2,053,685	$	17,429,597	$	(40,301,487	)	$	8,338,399	$	3,002,625		1,400,000	$	113,386,000		2.88	%
					��

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 year ended September 30, 2022.


September 30, 2022		Baron Funds

FINANCIAL HIGHLIGHTS

BARON ASSET FUND

Selected data for a share outstanding throughout each year:



			Income (loss) from investment operations:									Less distributions to shareholders from:															Ratios/Supplement Data:

	Net asset value, beginning of year ($)		Net investment income (loss) ($)¹			Net realized and unrealized gain (loss) on investments ($)			Total from investment operations ($)			Net investment income ($)		Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of year ($)		Total return (%)			Net assets (in millions), end of year ($)		Ratio of operating expenses to average net assets (%)			Ratio of net investment income (loss) to average net assets (%)			Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,

2022		120.59		(0.90	)		(33.27	)		(34.17	)		0.00		(8.99	)		(8.99	)		77.43		(30.79	)		1,824.8		1.29			(0.91	)		4.58

2021		99.64		(1.16	)		25.50			24.34			0.00		(3.39	)		(3.39	)		120.59		24.96			2,871.7		1.29	²		(1.02	)		9.54

2020		82.28		(0.72	)		19.58			18.86			0.00		(1.50	)		(1.50	)		99.64		23.22			2,498.6		1.31			(0.82	)		9.28

2019		81.43		(0.56	)		6.17			5.61			0.00		(4.76	)		(4.76	)		82.28		7.82			2,242.0		1.30			(0.73	)		11.83

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

INSTITUTIONAL SHARES

Year Ended September 30,

2022		126.47		(0.68	)		(35.09	)		(35.77	)		0.00		(8.99	)		(8.99	)		81.71		(30.61	)		1,968.9		1.04			(0.65	)		4.58

2021		104.08		(0.91	)		26.69			25.78			0.00		(3.39	)		(3.39	)		126.47		25.29			3,108.2		1.03	²		(0.76	)		9.54

2020		85.67		(0.52	)		20.43			19.91			0.00		(1.50	)		(1.50	)		104.08		23.53			2,505.4		1.05			(0.57	)		9.28

2019		84.36		(0.38	)		6.45			6.07			0.00		(4.76	)		(4.76	)		85.67		8.11			1,979.7		1.05			(0.48	)		11.83

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

R6 SHARES

Year Ended September 30,

2022		126.45		(0.67	)		(35.09	)		(35.76	)		0.00		(8.99	)		(8.99	)		81.70		(30.61	)		132.5		1.04			(0.65	)		4.58

2021		104.07		(0.91	)		26.68			25.77			0.00		(3.39	)		(3.39	)		126.45		25.28			185.8		1.04	²		(0.76	)		9.54

2020		85.65		(0.52	)		20.44			19.92			0.00		(1.50	)		(1.50	)		104.07		23.55			147.3		1.05			(0.57	)		9.28

2019		84.35		(0.38	)		6.44			6.06			0.00		(4.76	)		(4.76	)		85.65		8.09			109.0		1.05			(0.47	)		11.83

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

¹	Based on average shares outstanding.

²	Interest expense rounds to less than 0.01%.


See Notes to Financial Statements.		49


Baron Funds		September 30, 2022

FINANCIAL HIGHLIGHTS (Continued)

BARON GROWTH FUND

Selected data for a share outstanding throughout each year:



			Income (loss) from investment operations:									Less distributions to shareholders from:															Ratios/Supplemental Data:

	Net asset value, beginning of year ($)		Net investment income (loss) ($)¹			Net realized and unrealized gain (loss) ($)			Total from investment operations ($)			Net investment income ($)		Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of year ($)		Total return (%)			Net assets (in millions), end of year ($)		Ratio of total expenses to average net assets (%)		Less: interest expense (%)			Ratio of net operating expenses to average net assets (%)		Ratio of net investment income (loss) to average net assets (%)			Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,

2022		117.64		(0.35	)		(27.94	)		(28.29	)		0.00		(8.97	)		(8.97	)		80.38		(26.31	)		2,015.6		1.30		(0.01	)		1.29		(0.36	)		0.44

2021		90.65		(0.81	)		32.65			31.84			0.00		(4.85	)		(4.85	)		117.64		36.19	³		3,041.4		1.29		0.00	²		1.29		(0.75	)		1.37

2020		78.95		(0.35	)		15.10			14.75			0.00		(3.05	)		(3.05	)		90.65		19.08			2,535.3		1.30		0.00	²		1.30		(0.44	)		1.63

2019		80.68		(0.16	)		3.56			3.40			0.00		(5.13	)		(5.13	)		78.95		5.09			2,507.0		1.29		0.00	²		1.29		(0.21	)		1.93

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

INSTITUTIONAL SHARES

Year Ended September 30,

2022		122.73		(0.10	)		(29.32	)		(29.42	)		0.00		(8.97	)		(8.97	)		84.34		(26.12	)		4,073.5		1.04		(0.01	)		1.03		(0.10	)		0.44

2021		94.15		(0.56	)		33.99			33.43			0.00		(4.85	)		(4.85	)		122.73		36.55	³		5,934.8		1.03		0.00	²		1.03		(0.50	)		1.37

2020		81.69		(0.16	)		15.67			15.51			0.00		(3.05	)		(3.05	)		94.15		19.38			4,608.4		1.04		0.00	²		1.04		(0.20	)		1.63

2019		83.09		0.03			3.70			3.73			0.00		(5.13	)		(5.13	)		81.69		5.36			4,150.9		1.04		0.00	²		1.04		0.03			1.93

2018		73.52		0.01			17.46			17.47			0.00		(7.90	)		(7.90	)		83.09		25.86			4,134.2		1.03		0.00	²		1.03		0.01			2.92

R6 SHARES

Year Ended September 30,

2022		122.75		(0.11	)		(29.32	)		(29.43	)		0.00		(8.97	)		(8.97	)		84.35		(26.13	)		169.1		1.04		(0.01	)		1.03		(0.10	)		0.44

2021		94.16		(0.56	)		34.00			33.44			0.00		(4.85	)		(4.85	)		122.75		36.56	³		225.8		1.03		0.00	²		1.03		(0.50	)		1.37

2020		81.70		(0.17	)		15.68			15.51			0.00		(3.05	)		(3.05	)		94.16		19.38			167.8		1.04		0.00	²		1.04		(0.20	)		1.63

2019		83.10		0.00	⁴	��	3.73			3.73			0.00		(5.13	)		(5.13	)		81.70		5.36			131.6		1.04		0.00	²		1.04		0.00	⁵		1.93

2018		73.52		(0.00	)⁴		17.48			17.48			0.00		(7.90	)		(7.90	)		83.10		25.88			107.4		1.04		0.00	²		1.04		(0.00	)⁵		2.92

¹	Based on average shares outstanding.

²	Interest expense rounds to less than 0.01%.

³	The Adviser made a voluntary payment to the Fund in the amount of $739,525 to compensate the Fund for a loss incurred due to a valuation error. The impact of this payment increased the Fund’s total return by 0.01%.

⁴	Less than $0.01 per share.

⁵	Less than 0.01%.


50		See Notes to Financial Statements.


September 30, 2022		Baron Funds

FINANCIAL HIGHLIGHTS (Continued)

BARON SMALL CAP FUND

Selected data for a share outstanding throughout each year:



			Income (loss) from investment operations:									Less distributions to shareholders from:															Ratios/Supplemental Data:

	Net asset value, beginning of year ($)		Net investment income (loss) ($)¹			Net realized and unrealized gain (loss) ($)			Total from investment operations ($)			Net investment income ($)		Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of year ($)		Total return (%)			Net assets (in millions), end of year ($)		Ratio of operating expenses to average net assets (%)		Ratio of net investment income (loss) to average net assets (%)			Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,

2022		40.67		(0.23	)		(10.74	)		(10.97	)		0.00		(4.72	)		(4.72	)		24.98		(30.93	)		1,135.1		1.30		(0.72	)		16.83

2021		35.06		(0.16	)		9.89			9.73			0.00		(4.12	)		(4.12	)		40.67		29.77			1,829.5		1.29		(0.40	)		15.70

2020		29.44		(0.29	)		8.73			8.44			0.00		(2.82	)		(2.82	)		35.06		30.60			1,511.3		1.31		(0.98	)		16.93

2019		33.68		(0.27	)		(1.36	)		(1.63	)		0.00		(2.61	)		(2.61	)		29.44		(4.17	)		1,451.9		1.31		(0.95	)		13.44

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

INSTITUTIONAL SHARES

Year Ended September 30,

2022		43.12		(0.15	)		(11.51	)		(11.66	)		0.00		(4.72	)		(4.72	)		26.74		(30.76	)		2,613.0		1.04		(0.44	)		16.83

2021		36.86		(0.06	)		10.44			10.38			0.00		(4.12	)		(4.12	)		43.12		30.11			3,214.2		1.03		(0.15	)		15.70

2020		30.74		(0.23	)		9.17			8.94			0.00		(2.82	)		(2.82	)		36.86		30.96			2,724.6		1.05		(0.74	)		16.93

2019		34.95		(0.21	)		(1.39	)		(1.60	)		0.00		(2.61	)		(2.61	)		30.74		(3.91	)		2,267.3		1.05		(0.69	)		13.44

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

R6 SHARES

Year Ended September 30,

2022		43.10		(0.14	)		(11.51	)		(11.65	)		0.00		(4.72	)		(4.72	)		26.73		(30.75	)		184.4		1.04		(0.41	)		16.83

2021		36.85		(0.06	)		10.43			10.37			0.00		(4.12	)		(4.12	)		43.10		30.09			272.8		1.04		(0.16	)		15.70

2020		30.73		(0.23	)		9.17			8.94			0.00		(2.82	)		(2.82	)		36.85		30.97			218.5		1.05		(0.74	)		16.93

2019		34.94		(0.21	)		(1.39	)		(1.60	)		0.00		(2.61	)		(2.61	)		30.73		(3.91	)		161.9		1.05		(0.70	)		13.44

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

¹	Based on average shares outstanding.


See Notes to Financial Statements.		51


Baron Funds		September 30, 2022

FINANCIAL HIGHLIGHTS (Continued)

BARON OPPORTUNITY FUND

Selected data for a share outstanding throughout each year:



			Income (loss) from investment operations:									Less distributions to shareholders from:															Ratios/Supplemental Data:

	Net asset value, beginning of year ($)		Net investment income (loss) ($)¹			Net realized and unrealized gain (loss) ($)			Total from investment operations ($)			Net investment income ($)		Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of year ($)		Total return (%)			Net assets (in millions), end of year ($)		Ratio of operating expenses to average net assets (%)			Ratio of net investment income (loss) to average net assets (%)			Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,

2022		43.49		(0.39	)		(14.78	)		(15.17	)		0.00		(3.60	)		(3.60	)		24.72		(38.38	)		448.5		1.31	²		(1.15	)		30.75

2021		35.11		(0.49	)		11.65			11.16			0.00		(2.78	)		(2.78	)		43.49		33.58			866.5		1.31	²		(1.19	)		38.74

2020		21.53		(0.30	)		15.56			15.26			0.00		(1.68	)		(1.68	)		35.11		75.25			644.9		1.34	²		(1.14	)		42.52

2019		22.02		(0.22	)		0.66			0.44			0.00		(0.93	)		(0.93	)		21.53		2.51			302.6		1.34	²		(1.07	)		37.10

2018		18.53		(0.22	)		6.36			6.14			0.00		(2.65	)		(2.65	)		22.02		37.41			363.6		1.37	²		(1.13	)		23.97

INSTITUTIONAL SHARES

Year Ended September 30,

2022		45.85		(0.32	)		(15.69	)		(16.01	)		0.00		(3.60	)		(3.60	)		26.24		(38.23	)		375.3		1.05	²		(0.90	)		30.75

2021		36.79		(0.41	)		12.25			11.84			0.00		(2.78	)		(2.78	)		45.85		33.91			711.4		1.05	²		(0.93	)		38.74

2020		22.42		(0.25	)		16.30			16.05			0.00		(1.68	)		(1.68	)		36.79		75.82			409.5		1.08	²		(0.88	)		42.52

2019		22.83		(0.18	)		0.70			0.52			0.00		(0.93	)		(0.93	)		22.42		2.78			94.4		1.09	²		(0.82	)		37.10

2018		19.08		(0.18	)		6.58			6.40			0.00		(2.65	)		(2.65	)		22.83		37.73			96.4		1.11	²		(0.88	)		23.97

R6 SHARES

Year Ended September 30,

2022		45.90		(0.32	)		(15.71	)		(16.03	)		0.00		(3.60	)		(3.60	)		26.27		(38.23	)		23.4		1.05	²		(0.89	)		30.75

2021		36.82		(0.41	)		12.27			11.86			0.00		(2.78	)		(2.78	)		45.90		33.94			36.1		1.05	²		(0.93	)		38.74

2020		22.45		(0.24	)		16.29			16.05			0.00		(1.68	)		(1.68	)		36.82		75.71			25.7		1.08	²		(0.87	)		42.52

2019		22.86		(0.18	)		0.70			0.52			0.00		(0.93	)		(0.93	)		22.45		2.78			14.5		1.08	²		(0.81	)		37.10

2018		19.09		(0.17	)		6.59			6.42			0.00		(2.65	)		(2.65	)		22.86		37.83			14.0		1.09	²		(0.82	)		23.97

¹	Based on average shares outstanding.

²	Interest expense rounds to less than 0.01%.


52		See Notes to Financial Statements.


September 30, 2022		Baron Funds

FINANCIAL HIGHLIGHTS (Continued)

BARON FIFTH AVENUE GROWTH FUND

Selected data for a share outstanding throughout each year:



			Income (loss) from investment operations:									Less distributions to shareholders from:																Ratios/Supplemental Data:

	Net asset value, beginning of year ($)		Net investment income (loss) ($)¹			Net realized and unrealized gain (loss) ($)			Total from investment operations ($)			Net investment income ($)			Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of year ($)		Total return (%)			Net assets (in millions), end of year ($)		Ratio of operating expenses to average net assets (%)			Less: Reimbursement of expenses by Adviser (%)			Ratio of net operating expenses to average net assets (%)		Ratio of net investment income (loss) to average net assets (%)			Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,

2022		55.33		(0.39	)		(24.49	)		(24.88	)		0.00			(1.72	)		(1.72	)		28.73		(46.49	)²^,3		84.2		1.03	⁵		(0.03	)		1.00		(0.92	)		37.41

2021		46.62		(0.46	)		9.35			8.89			0.00			(0.18	)		(0.18	)		55.33		19.13	²		187.8		1.02			(0.02	)		1.00		(0.88	)		15.87

2020		32.10		(0.26	)		15.77			15.51			0.00			(0.99	)		(0.99	)		46.62		49.56	²		176.9		1.05			(0.05	)		1.00		(0.70	)		11.57

2019		31.02		0.07			1.01			1.08			0.00			0.00			0.00			32.10		3.48	²		115.5		1.06			(0.06	)		1.00		0.23			21.24

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

INSTITUTIONAL SHARES

Year Ended September 30,

2022		56.82		(0.29	)		(25.21	)		(25.50	)		0.00			(1.72	)		(1.72	)		29.60		(46.35	)^2,3		281.8		0.76	⁵		(0.01	)		0.75		(0.68	)		37.41

2021		47.75		(0.34	)		9.59			9.25			0.00			(0.18	)		(0.18	)		56.82		19.44	²		609.8		0.75			(0.00	)⁴		0.75		(0.63	)		15.87

2020		32.80		(0.17	)		16.15			15.98			(0.04	)		(0.99	)		(1.03	)		47.75		49.93	²		350.5		0.78			(0.03	)		0.75		(0.45	)		11.57

2019		31.62		0.17			1.01			1.18			0.00			0.00			0.00			32.80		3.73	²		170.4		0.80			(0.05	)		0.75		0.56			21.24

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

R6 SHARES

Year Ended September 30,

2022		56.84		(0.29	)		(25.22	)		(25.51	)		0.00			(1.72	)		(1.72	)		29.61		(46.36	)^2,3		21.1		0.76	⁵		(0.01	)		0.75		(0.68	)		37.41

2021		47.76		(0.34	)		9.60			9.26			0.00			(0.18	)		(0.18	)		56.84		19.45	²		39.6		0.75			(0.00	)⁴		0.75		(0.63	)		15.87

2020		32.81		(0.17	)		16.15			15.98			(0.04	)		(0.99	)		(1.03	)		47.76		49.92	²		33.1		0.78			(0.03	)		0.75		(0.45	)		11.57

2019		31.63		0.17			1.01			1.18			0.00			0.00			0.00			32.81		3.73	²		22.5		0.79			(0.04	)		0.75		0.54			21.24

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

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	The Adviser made a voluntary payment to the Fund in the amount of $2,806 to compensate the Fund for a loss incurred due to a valuation error. The impact of this payment increased the Fund’s total return by less than 0.01%.

⁴	Less than 0.01%.

⁵	Interest expense rounds to less than 0.01%.


See Notes to Financial Statements.		53


Baron Funds		September 30, 2022

FINANCIAL HIGHLIGHTS (Continued)

BARON DISCOVERY FUND

Selected data for a share outstanding throughout each year:



			Income (loss) from investment operations:									Less distributions to shareholders from:																Ratios/Supplement Data:

	Net asset value, beginning of year ($)		Net investment income (loss) ($)¹			Net realized and unrealized gain (loss) ($)			Total from investment operations ($)			Net investment income ($)			Net realized gain on investments ($)			Total distributions ($)			Net asset value, end of year ($)		Total return (%)			Net assets (in millions), end of year ($)		Ratio of operating expenses to average net assets (%)			Less: Reimbursement of expenses by Adviser (%)			Ratio of net operating expenses to average net assets (%)		Ratio of net investment income (loss) to average net assets (%)			Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,

2022		36.93		(0.32	)		(13.05	)		(13.37	)		0.00			(1.29	)		(1.29	)		22.27		(37.47	)		146.9		1.32			0.00			1.32		(1.11	)		40.64

2021		28.17		(0.43	)		10.25			9.82			0.00			(1.06	)		(1.06	)		36.93		35.61			270.3		1.31			0.00			1.31		(1.20	)		36.52

2020		19.41		(0.24	)		9.03			8.79			0.00			(0.03	)		(0.03	)		28.17		45.33			165.2		1.35			0.00			1.35		(1.09	)		43.36

2019		23.77		(0.22	)		(2.64	)		(2.86	)		0.00			(1.50	)		(1.50	)		19.41		(11.93	)²		122.7		1.36			(0.01	)		1.35		(1.10	)		55.94

2018		17.56		0.09			6.13			6.22			(0.01	)		0.00			(0.01	)		23.77		35.41	²		108.2		1.40	³		(0.05	)		1.35		0.45			72.25

INSTITUTIONAL SHARES

Year Ended September 30,

2022		37.68		(0.25	)		(13.34	)		(13.59	)		0.00			(1.29	)		(1.29	)		22.80		(37.31	)		955.6		1.06			0.00			1.06		(0.84	)		40.64

2021		28.65		(0.35	)		10.44			10.09			0.00			(1.06	)		(1.06	)		37.68		35.97			1,721.2		1.05			0.00			1.05		(0.94	)		36.52

2020		19.68		(0.19	)		9.19			9.00			0.00			(0.03	)		(0.03	)		28.65		45.77			759.2		1.08			0.00			1.08		(0.82	)		43.36

2019		24.03		(0.18	)		(2.67	)		(2.85	)		0.00			(1.50	)		(1.50	)		19.68		(11.75	)		409.4		1.10			0.00			1.10		(0.88	)		55.94

2018		17.74		0.01			6.32			6.33			(0.04	)		0.00			(0.04	)		24.03		35.74	²		280.2		1.12	³		(0.02	)		1.10		0.05			72.25

R6 SHARES

Year Ended September 30,

2022		37.68		(0.24	)		(13.35	)		(13.59	)		0.00			(1.29	)		(1.29	)		22.80		(37.30	)		41.3		1.06			0.00			1.06		(0.85	)		40.64

2021		28.65		(0.35	)		10.44			10.09			0.00			(1.06	)		(1.06	)		37.68		35.97			38.1		1.05			0.00			1.05		(0.94	)		36.52

2020		19.68		(0.19	)		9.19			9.00			0.00			(0.03	)		(0.03	)		28.65		45.77			15.3		1.08			0.00			1.08		(0.83	)		43.36

2019		24.03		(0.18	)		(2.67	)		(2.85	)		0.00			(1.50	)		(1.50	)		19.68		(11.75	)		6.8		1.09			0.00			1.09		(0.88	)		55.94

2018		17.74		0.03			6.30			6.33			(0.04	)		0.00			(0.04	)		24.03		35.75	²		5.6		1.10	³		(0.01	)		1.09		0.15			72.25

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%.


54		See Notes to Financial Statements.


September 30, 2022		Baron Funds

FINANCIAL HIGHLIGHTS (Continued)

BARON DURABLE ADVANTAGE FUND

Selected data for a share outstanding throughout each year:



			Income (loss) from investment operations:									Less distributions to shareholders from:																Ratios/Supplemental Data:

	Net asset value, beginning of year ($)		Net investment income (loss) ($)¹			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 (%)			Net assets (in millions), end of period ($)		Ratio of operating expenses to average net assets (%)			Less: Reimbursement of expenses by Adviser (%)			Ratio of net operating expenses to average net assets (%)			Ratio of net investment income (loss) to average net assets (%)			Portfolio turnover rate (%)

RETAIL SHARES

Year Ended September 30,

2022		18.47		(0.04	)		(3.71	)		(3.75	)		0.00			(0.06	)		(0.06	)		14.66		(20.39	)⁴		7.6		1.49	²		(0.54	)		0.95			(0.23	)		42.09

2021		14.47		(0.05	)		4.06			4.01			(0.01	)		0.00			(0.01	)		18.47		27.70	⁴		9.8		1.91			(0.96	)		0.95			(0.29	)		10.58

2020		11.77		(0.00	)³		2.72			2.72			(0.02	)		0.00			(0.02	)		14.47		23.10	⁴		4.0		2.80			(1.85	)		0.95			(0.01	)		16.55

2019		10.74		0.03			1.03			1.06			(0.03	)		0.00			(0.03	)		11.77		9.97	⁴		1.9		6.22			(5.27	)		0.95			0.25			13.23

2018⁷		10.00		0.01			0.73			0.74			0.00			0.00			0.00			10.74		7.40	^4,5		0.6		7.45	⁶		(6.50	)⁶		0.95	⁶		0.19	⁶		5.85	⁵

INSTITUTIONAL SHARES

Year Ended September 30,

2022		18.63		0.01			(3.76	)		(3.75	)		0.00			(0.06	)		(0.06	)		14.82		(20.21	)⁴		23.6		1.10	²		(0.40	)		0.70			0.03			42.09

2021		14.56		(0.01	)		4.09			4.08			(0.01	)		0.00			(0.01	)		18.63		28.01	⁴		27.1		1.48			(0.78	)		0.70			(0.05	)		10.58

2020		11.82		0.03			2.73			2.76			(0.02	)		0.00			(0.02	)		14.56		23.34	⁴		8.0		2.40			(1.70	)		0.70			0.22			16.55

2019		10.76		0.06			1.03			1.09			(0.03	)		0.00			(0.03	)		11.82		10.23	⁴		4.7		4.91			(4.21	)		0.70			0.52			13.23

2018⁷		10.00		0.04			0.72			0.76			0.00			0.00			0.00			10.76		7.60	^4,5		3.0		5.71	⁶		(5.01	)⁶		0.70	⁶		0.46	⁶		5.85	⁵

R6 SHARES

Year Ended September 30,

2022		18.63		0.00	³		(3.75	)		(3.75	)		0.00			(0.06	)		(0.06	)		14.82		(20.21	)⁴		3.5		1.07	²		(0.37	)		0.70			0.02			42.09

2021		14.56		(0.01	)		4.09			4.08			(0.01	)		0.00			(0.01	)		18.63		28.01	⁴		4.3		1.47			(0.77	)		0.70			(0.04	)		10.58

2020		11.82		0.03			2.73			2.76			(0.02	)		0.00			(0.02	)		14.56		23.34	⁴		2.5		1.93			(1.23	)		0.70			0.23			16.55

2019		10.75		0.06			1.04			1.10			(0.03	)		0.00			(0.03	)		11.82		10.34	⁴		0.5		4.65			(3.95	)		0.70			0.53			13.23

2018⁷		10.00		0.04			0.71			0.75			0.00			0.00			0.00			10.75		7.50	^4,5		0.4		5.24	⁶		(4.54	)⁶		0.70	⁶		0.46	⁶		5.85	⁵

¹	Based on average shares outstanding.

²	Interest expense rounds to less than 0.01%.

³	Less than $0.01 per share.

⁴	The total returns would have been lower had certain expenses not been reduced during the period shown.

⁵	Not Annualized.

⁶	Annualized.

⁷	For the period January 2, 2018 (commencement of operations) to September 30, 2018.


See Notes to Financial Statements.		55


Baron Funds		September 30, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees of Baron Investment Funds Trust and Shareholders of 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

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the statements of net assets, of 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 (constituting the Baron Investment Funds Trust, hereafter collectively referred to as the “Funds”) as of September 30, 2022, the related statements of operations for the year ended September 30, 2022, the statements of changes in net assets for each of the two years in the period ended September 30, 2022, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of September 30, 2022, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period ended September 30, 2022 and each of the financial highlights for each of the periods indicated therein in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of September 30, 2022 by correspondence with the custodian, transfer agent, portfolio companies and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

LOGO

PricewaterhouseCoopers LLP

New York, New York

November 23, 2022

We have served as the auditor of one or more investment companies in the Baron group of funds since 1987.


September 30, 2022		Baron Funds

STATEMENT REGARDING LIQUIDITY RISK MANAGEMENT PROGRAM

The Trust has adopted a liquidity risk management program (the “LRMP”) pursuant to the requirements of Rule 22e-4 under the 1940 Act, which requires registered open-end funds (other than money market funds) to adopt and implement a written liquidity risk management program that is reasonably designed to assess and manage fund liquidity risk. The rule is designed to promote effective liquidity risk management throughout the open-end fund industry, thereby reducing liquidity risk — i.e., the risk that a fund could not meet requests to redeem shares issued by the fund without significant dilution of remaining investors’ interests in the fund.

Pursuant to the requirements of Rule 22e-4, the LRMP is required to include policies and procedures reasonably designed to incorporate the following elements, and the LRMP complies with these requirements: (1) assessment, management and periodic review of liquidity risk; (2) classification of each Fund’s investments into one of the four liquidity categories in Rule 22e-4; (3) if the Fund does not primarily hold assets that are considered highly liquid investments (cash and other investments reasonably expected to be convertible into cash in current market conditions in three business days or less without the conversion into cash significantly changing the market value of the investment), determination of a “highly liquid investment minimum” (as defined in Rule 22e-4 and in the LRMP, the “HLIM”) and compliance with additional related requirements; (4) prohibition on the acquisition of any “illiquid investment” (as defined in Rule 22e-4) if immediately after the acquisition the Fund would have invested more than 15% of its net assets in illiquid investments; and (5) if the Funds reserve the right to engage in redemptions in-kind, establishment of policies and procedures regarding how and when the Funds will engage in such redemptions in-kind. There have been no material changes to the LRMP since it was initially approved by the Board.

The Board has approved the Adviser to administer the LRMP (the “Program Administrator”). The Program Administrator has delegated its responsibilities to a Liquidity Risk Management Committee (the “LRM Committee”), comprised of a cross-functional group of key representatives from various departments of the Program Administrator, including Operations; Accounting; Legal and Compliance; Trading; and Portfolio and Risk Analytics. In addition, the Trust has contracted with a third party liquidity assessment vendor to support the classification of Fund investments.

Pursuant to the requirements of Rule 22e-4, the Board must review, no less frequently than annually, a written report prepared by the Program Administrator that addresses the operation of the program and assesses its adequacy and effectiveness of implementation, including, if applicable, the operation of the HLIM, and any material changes to the program. The Board received a written report in May 2022 (the “Annual Report”).

The Annual Report states that the Adviser, as the Program Administrator, acting primarily through the LRM Committee, has assessed the operation of the LRMP and believes that the LRMP is adequate and effective in its implementation. The Program Administrator and the LRM Committee initially determined that each Fund primarily holds assets that are highly liquid investments, and the Annual Report states that this determination continues to be maintained so that no Fund needs to maintain a HLIM. In addition, the Annual Report states that, since the LRMP was implemented, no Fund has breached its limit on illiquid investments.


Baron Funds		September 30, 2022

TAX INFORMATION (Unaudited)

The federal tax status of distributions paid by the Funds during the year ended September 30, 2022 are listed below.

During the fiscal year ended September 30, 2022, the Funds’ distributions to shareholders included:



Fund	Ordinary Income^1,3			Long-Term Capital Gains^2,3

Baron Asset Fund	$	—		$	445,302,322

Baron Growth Fund		—			680,006,310

Baron Small Cap Fund		—			592,014,159

Baron Opportunity Fund		73,101,756			58,101,805

Baron Fifth Avenue Growth Fund		—	��		25,601,085

Baron Discovery Fund		42,606,495			28,500,762

Baron Durable Advantage Fund		—			157,862

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

²	Long-term capital gains are subject to a maximum allowable rate of 20% for individuals pursuant to The Tax Cuts and Jobs Act of 2017.

³	Under the Patient Protection and Affordable Care Act, higher income taxpayers must pay a 3.8% additional tax on net investment income.

Of the total ordinary income distributions paid by Baron Opportunity Fund and Baron Discovery Fund, 2.16% and 1.82%, respectively, is qualified dividend income subject to a reduced tax rate and 2.14% and 1.37%, respectively, qualifies for the corporate dividends received deduction.

The information and distributions reported may differ from the information and distributions taxable to the shareholders for the calendar year ending December 31, 2022. The information necessary to complete your income tax return for the calendar year ending December 31, 2022 will be listed on the Form 1099-DIV, which will be mailed to you in January 2023.


September 30, 2022		Baron Funds

FUND EXPENSES (Unaudited)

As a shareholder of the Funds, you incur ongoing expenses. Ongoing expenses include advisory fees, distribution and service (12b-1) fees and other Fund expenses. 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 April 1, 2022 and held for the six months ended September 30, 2022.

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 SEPTEMBER 30, 2022¹


	Actual Total Return			Beginning Account Value April 1, 2022		Ending Account Value September 30, 2022			Annualized Expense Ratio			Expenses Paid During the Period²
Baron Asset Fund — Retail Shares		(22,83	)%	$	1,000.00	$	771.70			1.30	%	$	5.77
Baron Asset Fund — Institutional Shares		(22.72	)%	$	1,000.00	$	772.80			1.04	%	$	4.62
Baron Asset Fund — R6 Shares		(22.72	)%	$	1,000.00	$	772.80			1.04	%	$	4.62
Baron Growth Fund — Retail Shares		(20.10	)%	$	1,000.00	$	799.00			1.31	%	$	5.91
Baron Growth Fund — Institutional Shares		(20.00	)%	$	1,000.00	$	800.00			1.05	%	$	4.74
Baron Growth Fund — R6 Shares		(20.00	)%	$	1,000.00	$	800.00			1.05	%	$	4.74
Baron Small Cap Fund — Retail Shares		(21.67	)%	$	1,000.00	$	783.30			1.31	%	$	5.86
Baron Small Cap Fund — Institutional Shares		(21.56	)%	$	1,000.00	$	784.40			1.05	%	$	4.70
Baron Small Cap Fund — R6 Shares		(21.57	)%	$	1,000.00	$	784.30			1.05	%	$	4.70
Baron Opportunity Fund — Retail Shares		(28.78	)%	$	1,000.00	$	712.20			1.32	%	$	5.67
Baron Opportunity Fund — Institutional Shares		(28.70	)%	$	1,000.00	$	713.00			1.06	%	$	4.55
Baron Opportunity Fund — R6 Shares		(28.71	)%	$	1,000.00	$	712.90			1.06	%	$	4.55
Baron Fifth Avenue Growth Fund — Retail Shares		(32.64	)%	$	1,000.00	$	673.60	³		1.00	%	$	4.20
Baron Fifth Avenue Growth Fund — Institutional Shares		(32.56	)%	$	1,000.00	$	674.40	³		0.76	%	$	3.19
Baron Fifth Avenue Growth Fund — R6 Shares		(32.57	)%	$	1,000.00	$	674.30	³		0.76	%	$	3.19
Baron Discovery Fund — Retail Shares		(22.75	)%	$	1,000.00	$	772.50			1.33	%	$	5.91
Baron Discovery Fund — Institutional Shares		(22.66	)%	$	1,000.00	$	773.40			1.06	%	$	4.71
Baron Discovery Fund — R6 Shares		(22.66	)%	$	1,000.00	$	773.40			1.06	%	$	4.71
Baron Durable Advantage Fund — Retail Shares		(20.02	)%	$	1,000.00	$	799.80	³		0.95	%⁴	$	4.29
Baron Durable Advantage Fund — Institutional Shares		(19.94	)%	$	1,000.00	$	800.60	³		0.70	%⁴	$	3.16
Baron Durable Advantage Fund— R6 Shares		(19.94	)%	$	1,000.00	$	800.60	³		0.70	%⁴	$	3.16

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.


Baron Funds		September 30, 2022

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.

BASED ON HYPOTHETICAL TOTAL RETURN FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2022


	Hypothetical Annualized Total Return			Beginning Account Value April 1, 2022		Ending Account Value September 30, 2022			Annualized Expense Ratio			Expenses Paid During the Period²
Baron Asset Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.55			1.30	%	$	6.58
Baron Asset Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.85			1.04	%	$	5.27
Baron Asset Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.85			1.04	%	$	5.27
Baron Growth Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.50			1.31	%	$	6.63
Baron Growth Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.80			1.05	%	$	5.32
Baron Growth Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.80			1.05	%	$	5.32
Baron Small Cap Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.50			1.31	%	$	6.63
Baron Small Cap Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.80			1.05	%	$	5.32
Baron Small Cap Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.80			1.05	%	$	5.32
Baron Opportunity Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.45			1.32	%	$	6.68
Baron Opportunity Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.75			1.06	%	$	5.37
Baron Opportunity Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.75			1.06	%	$	5.37
Baron Fifth Avenue Growth Fund — Retail Shares		5.00	%	$	1,000.00	$	1,020.05	³		1.00	%⁴	$	5.06
Baron Fifth Avenue Growth Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,021.26	³		0.76	%⁴	$	3.85
Baron Fifth Avenue Growth Fund — R6 Shares		5.00	%	$	1,000.00	$	1,021.26	³		0.76	%⁴	$	3.85
Baron Discovery Fund — Retail Shares		5.00	%	$	1,000.00	$	1,018.40			1.33	%	$	6.73
Baron Discovery Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,019.75			1.06	%	$	5.37
Baron Discovery Fund — R6 Shares		5.00	%	$	1,000.00	$	1,019.75			1.06	%	$	5.37
Baron Durable Advantage Fund — Retail Shares		5.00	%	$	1,000.00	$	1,020.31	³		0.95	%⁴	$	4.81
Baron Durable Advantage Fund — Institutional Shares		5.00	%	$	1,000.00	$	1,021.56	³		0.70	%⁴	$	3.55
Baron Durable Advantage Fund — R6 Shares		5.00	%	$	1,000.00	$	1,021.56	³		0.70	%⁴	$	3.55

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.


September 30, 2022		Baron Funds

DISCLOSURE REGARDING THE APPROVAL OF THE INVESTMENT ADVISORY AGREEMENTS FOR THE FUNDS BY THE BOARD OF TRUSTEES (Unaudited)

The Board of Trustees (the “Board”) of Baron Investment Funds Trust (the “Trust”) met on May 17, 2022 to discuss the selection of BAMCO, Inc. (the “Adviser”) as the investment adviser and the approval of the investment advisory agreements 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 (each, a “Fund” and collectively, the “Funds”). The members of the Board who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of the Trust (the “Independent Trustees”) met in a separate session to discuss and consider the renewal of the investment advisory agreements for the Funds. Representatives of Broadridge Financial Solutions, Inc. (“Broadridge”), an independent provider of investment company data, provided reports to the Board and attended the Board meeting. The Trustees received a substantial amount of information from the Adviser and from Broadridge, and were advised by independent legal counsel. Based on its evaluation of this and other information, the Board, including a majority of the Independent Trustees, approved the continuation of the investment advisory agreements for the Funds for an additional one-year period.

In reaching its determination, the Board considered various factors that it deemed relevant, including the factors listed below.

1. NATURE, EXTENT AND QUALITY OF SERVICES

The Trustees considered the information provided, including, for many, their experience and knowledge gained from their service as Trustees and their experience generally, including the following, which they had considered in past years and remained, in their thinking, material to their consideration:

•

Their confidence in the senior personnel, portfolio management, the financial condition of the Adviser and its affiliates and the Adviser’s available resources;

•

The nature, extent and quality of the services provided by the Adviser, including: intensive devotion to research, selection of broker/dealers for Fund portfolio transactions, relationships with and supervision of third party service providers, such as the Funds’ custodian and transfer agent, the quality of shareholder reports, the ability to monitor adherence to investment guidelines and restrictions, the legal, accounting and compliance services provided to the Funds and the support services provided to the Board;

•

The Adviser’s investment principles and processes and the historical performance of the Funds as compared to similar funds managed by other advisers and other funds managed by the Adviser over comparable periods;

•

The advisory fees and total expense ratios of the Funds and comparisons to similar funds managed by other advisers over comparable periods. They observed that, for most of the Funds, while the advisory fee was comparatively higher, the net operating expenses paid by the Funds (total expense ratio) were within the range of those of the funds in their respective peer groups; and

•

Additional services provided by the Adviser.

The Board concluded that the nature, extent and quality of the services the Adviser provides to each Fund, including performance consistent with its investing principles, supported approval of the investment advisory agreement for each Fund.

2. INVESTMENT PERFORMANCE OF THE FUNDS AND THE ADVISER

As part of its consideration of the investment performance of the Funds and the Adviser, the Board took into account the analyses performed by and discussed with representatives of Broadridge. The Board considered for each Fund, among other information, Broadridge’s comparisons of the expense ratio and contractual advisory fee with those of peer group funds selected by Broadridge and Morningstar category medians. The Board also considered, among other performance information, Broadridge’s comparisons of each Fund’s annualized total return and related risk metrics over one-, three-, five- and ten-year periods, where applicable, against peer group funds and Morningstar category medians. After considering all the information, the Board concluded that the Adviser continued to invest in accordance with its long-standing principles and that each Fund’s performance remained consistent with expectations for the Adviser’s investment style, in light of recent market conditions.

3. COSTS OF SERVICES PROVIDED AND PROFITS TO BE REALIZED BY THE ADVISER

The Board considered comparisons of the advisory fees charged and services provided by the Adviser and its investment adviser affiliate to sub-advised accounts and separately managed accounts. The Board considered that, while the advisory fees for the other clients are the same as, or lower than, the fees for the Funds, the Adviser or its affiliate performs significantly fewer services for those clients compared with those provided by the Adviser to the Funds. The Board also considered a profitability analysis prepared by the Adviser and discussed with the representatives of the Adviser that the Adviser has continued to invest in quality personnel, systems and facilities, and otherwise continued to invest in its business, irrespective of fund flows.

The Board also considered benefits that accrue to the Adviser and its affiliates from their relationship with the Funds. The Board considered the costs of portfolio management, including the types of investments made for the Funds, the personnel and systems necessary for implementation of investment strategies, and the pre-tax profits realized by the Adviser and its affiliates from their relationship with the Funds.

4. ECONOMIES OF SCALE AND BENEFITS TO INVESTORS

The Board considered the extent to which each Fund’s advisory fee reflected economies of scale for the benefit of Fund shareholders, appreciating that the economies of scale analysis is predicated on generally predictable increasing assets and noting the small size of certain Funds and the significant fluctuation in assets in recent years. The Board considered that small- and mid-cap investment strategies require more attention by the Adviser than a strategy that involves other types of investing, particularly as asset size increases. The Board considered that the Adviser was continuing to grow and upgrade its staff and invest in its business. The Board members reiterated their intention to continue to consider the extent of economies of scale, asset growth and the Adviser’s plans to invest further to support the Funds.

The Board concluded that the advisory fee for each Fund was supported by the entirety of the presentation and particularly in light of the services provided as discussed at this meeting.

After due consideration of the above-enumerated factors and other factors it deemed relevant, the Board, including a majority of the Independent Trustees, approved the continuance of each Fund’s investment advisory agreement.


Baron Funds		September 30, 2022

MANAGEMENT OF THE FUNDS (Unaudited)

Board of Trustees and Officers.

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



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

Ronald Baron^(1),(2) 767 Fifth Avenue New York, NY 10153 Age: 79	Chief Executive Officer, Trustee and Portfolio Manager	35 years	Director, Chairman and CEO: the Firm* (1982-Present); Trustee: Baron Investment Funds Trust (1987-Present); Trustee: Baron Select Funds (2003-Present); Portfolio Manager: Baron USA Partners Fund, Ltd. (1994-Present).	19	None

Linda S. Martinson^(1),(2) 767 Fifth Avenue New York, NY 10153 Age: 67	Chairman, President, Chief Operating Officer and Trustee	35 years	Director: the Firm* (2003-Present); President: the Firm* (2007-Present); Chief Operating Officer: the Firm (2006-Present); Chairman (2010-Present), President (2007-Present), Trustee (1987-Present): Baron Investment Funds Trust; Chairman (2010-Present), President (2007-Present), Trustee (2003-Present): Baron Select Funds; Director: Baron USA Partners Fund, Ltd. (2006-Present).	19	None

Peggy C. Wong 767 Fifth Avenue New York, NY 10153 Age: 61	Chief Financial Officer, Treasurer and Trustee	35 years	Trustee (11/2021-Present): Baron Investment Funds Trust and Baron Select Funds; Chief Financial Officer and Treasurer: the Firm* (1987-Present), Baron Investment Funds Trust (1987-Present), Baron Select Funds (2003-Present); Baron USA Partners Fund Ltd. (1994-Present); Baron Emerging Markets Fund Ltd. (2016-Present).	19	None
Independent Trustees

Thomas J. Folliard^(3),(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 57	Trustee	4 years	Non-Executive Chair of the Board: CarMax, Inc. (2016-Present); Trustee: Baron Investment Funds Trust (2017-Present), Baron Select Funds (2017-Present).	19	Director: PulteGroup, Inc. (2012-Present)

Abraham (Avi) Nachmany^(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 70	Trustee	2 years	Independent mutual fund industry consultant (2016-Present); Advisory Board Member: Baron Investment Funds Trust and Baron Select Funds (5/2019-5/2020); Trustee: Baron Investment Funds Trust, Baron Select Funds (5/2020-Present).	19	None

Raymond Noveck^(3),(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 79	Lead Trustee	35 years	Private Investor (1999-Present); Trustee: Baron Investment Funds Trust (1987-Present), Baron Select Funds (2003-Present).	19	None

Anita James Rival^(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 58	Trustee	8 years	Advisory Board Member: Impala Asset Management, LLC (2014-Present); Advisory Board Member: ValueAct Capital, LLC (2014-Present); Trustee: Baron Investment Funds Trust, Baron Select Funds (2013-Present).	19	Director: Golub Capital BDC, Inc. (2011-Present)

David A. Silverman, MD^(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 72	Trustee	35 years	Physician at NYU/ Langone Medical Center and Faculty at New York University School of Medicine (1976-Present); Trustee: Baron Investment Funds Trust (1987-Present), Baron Select Funds (2003-Present).	19	None


September 30, 2022		Baron Funds

MANAGEMENT OF THE FUNDS (Unaudited) (Continued)



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

Marvelle Sullivan^(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 43	Trustee	2 years	Founder and CEO: Marvelle Co. LLC (2019-Present); Managing Director: J.P. Morgan (2017-2019); Global Head of M&A: Novartis (2009-2017); Advisory Board Member: Baron Investment Funds Trust and Baron Select Funds (2/2020-5/2020); Trustee: Baron Investment Funds Trust and Baron Select Funds (5/2020-Present).	19	None

Errol Taylor^(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 66	Trustee	1 year	Partner: Milbank LLP (2003-2020); Trustee: Baron Investment Funds Trust and Baron Select Funds (12/2020-Present).		Trustee: New York Law School (2014-Present); Trustee: Clark Atlanta University (2017-Present)

Alejandro (Alex) Yemenidjian^(3),(4),(5) 767 Fifth Avenue New York, NY 10153 Age: 66	Trustee	16 years	Chairman and CEO: Armenco Holdings, LLC (investment company) (2005-Present); Managing Partner: Armenco Capital LLC (investment company) (2013-Present); Trustee: Baron Investment Funds Trust (2006-Present), Baron Select Funds (2006-Present).	19	Director: Guess?, Inc. (2005-Present)
Additional Officers of the Funds

Louis Beasley 767 Fifth Avenue New York, NY 10153 Age: 51	Vice President and Chief Compliance Officer	7 years	Chief Compliance Officer: Baron Capital Group, Inc., BAMCO, Inc., Baron Capital Management Inc., Baron Investment Funds Trust, Baron Select Funds, Baron USA Partners Fund, Ltd (2014-Present); Vice President: the Firm* (2014-Present).	N/A	N/A

Clifford Greenberg 767 Fifth Avenue New York, NY 10153 Age: 63	Senior Vice President and co-Chief Investment Officer	25 years	Director, Senior Vice President and Co-CIO: the Firm* (2020-Present); Senior Vice President: Baron Investment Funds Trust, Baron Select Funds (1997-Present); Portfolio Manager: Baron Small Cap Fund (1997-Present).	N/A	N/A

Patrick M. Patalino 767 Fifth Avenue New York, NY 10153 Age: 54	Vice President, General Counsel and Secretary	14 years	Vice President, General Counsel and Secretary: the Firm*, Baron Investment Funds Trust, Baron Select Funds (2007-Present); General Counsel: Baron USA Partners Fund, Ltd. (2007-Present); Baron Emerging Markets Fund Ltd. (2016-Present).	N/A	N/A

Andrew Peck 767 Fifth Avenue New York, NY 10153 Age: 53	Senior Vice President and co-Chief Investment Officer	19 years	Director, Senior Vice President and Co-CIO: the Firm*, Baron Investment Funds Trust, Baron Select Funds (2020-Present); Portfolio Manager: Baron Asset Fund (2003-Present).	N/A	N/A

*	The “Firm” means BCG along with its subsidiaries BCI, Baron Capital Management, Inc. and BAMCO.

⁽¹⁾	Trustees deemed to be “Interested Trustees” by reason of their employment with the Adviser and BCI.

⁽²⁾	Members of the Executive Committee, which is empowered to exercise all of the powers, including the power to declare dividends, of the full Board when the full Board is not in session.

⁽³⁾	Members of the Audit Committee.

⁽⁴⁾	Members of the Nominating Committee.

⁽⁵⁾	Members of the Independent Trustees Committee.

Privacy Notice

The Funds collect nonpublic personal information about you from the following sources:

∎

Information we receive from you on applications or other forms;

∎

Information about your transactions with us, our Adviser or others; and

∎

Information we receive from third parties, such as credit reporting agencies.

“Nonpublic personal information” is private information about you that we obtain in connection with providing a financial product or service to you.

We may share your name and address with other Baron Funds and the Adviser and its affiliates for the purpose of sending you information about our products that we believe may be of interest to you and informing you of our upcoming Baron Investment Conference and for sending required information.

We do not disclose any nonpublic personal information about our customers to anyone, except as permitted or required by law. Examples of permitted disclosures under the law include sharing with companies that work for us to provide you services, such as the Transfer Agent or mailing house. All such companies that act on our behalf are contractually obligated to keep the information that we provide to them confidential and to use the information only to provide the services that we have asked them to perform for you and us.

We restrict access to nonpublic information about you to those employees who need to know that information to provide products or services to you. We maintain physical, electronic and procedural safeguards to guard your nonpublic personal information.

This privacy notice is also available at all times on the Baron Funds^® website, www.BaronFunds.com or by calling 1-800-99BARON.

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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

SEPTEMBER 30

ANNUALTRUST 9/30/2022

Item 2. Code of Ethics.

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

Item 3. Audit Committee Financial Expert.

The Registrant’s Board of Trustees has determined that the Registrant has three audit committee financial experts serving on its Audit Committee, Raymond Noveck, Alex Yemenidjian, and Thomas J. Folliard. Mr. Noveck, Mr. Yemenidjian, and Mr. Folliard are “independent” for purposes of Item 3(a)(2) of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

The following table shows the fees paid to PricewaterhouseCoopers, LLP, the Registrant’s principal accounting firm during the fiscal years ended September 30, 2022 and September 30, 2021:

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


	2022		2021
Baron Investment Funds Trust	$	360,142	$	323,229

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


	2022		2021
Baron Investment Funds Trust	$	0	$	0

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


	2022		2021
Baron Investment Funds Trust	$	97,629	$	93,978

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

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


	2022		2021
Baron Investment Funds Trust	$	0	$	0

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

(f)	Not Applicable.

(g)

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

2022: $35,000

2021: $34,000

Item 5. Audit Committee of Listed Registrants.

The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The members of the Audit Committee are Raymond Noveck, Alex Yemenidjian, and Thomas J. Folliard.

Item 6. Schedule of Investments.

Included herein under Item 1.

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

Not applicable.

Item 11. Controls and Procedures.

(a) The Registrant’s principal executive officer and principal financial officer have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “1940 Act”)) are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this report.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Not applicable.

(a) (2) Certification of each of the principal executive officers and principal financial officers of the Registrant as required by Rule 30a-2(a) under the 1940 Act.

(b) Certification of each of the principal executive officers and principal financial officers of the Registrant as required by Rule 30a-2(b) under the 1940 Act.

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: December 2, 2022

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: December 2, 2022

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

Date: December 2, 2022

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