Baron Asset December 31,Fund 2010 Baron Growth Fund Baron Small Cap Fund Baron Opportunity Fund Baron Partners Fund Baron Fifth Avenue Growth Fund Baron Focused Growth Fund Baron International Growth Fund Baron Real Estate Fund Baron Emerging Markets Fund Baron Energy and Resources Fund Baron Global Advantage Fund Baron Discovery Fund Baron Funds March 31, 2015 Quarterly Report Letter from Ron ® think Vail’s share price can double again in the next five or six years. Of course, there is obviously no guarantee this will be the case. “Nothing is written.” Peter O’Toole. Lawrence of Arabia. 1962. Mike Nichols, the brilliant, highly acclaimed film and theatrical director, passed away during November 2014. Soon afterwards, he was memorialized by his friend, Peggy Noonan, in an Op-Ed article in The Wall Street Journal. Ms. Noonan recounted in her tribute, “The Pleasure of His Company,” how Nichols, in 1939, at age 7, traveled to America by boat with only his younger brother. The two boys were fleeing from the Nazis in Germany. Their father had come to America shortly before they arrived. When their dad picked up his two sons on the S.S. Bremen in New York Harbor, Nichols was first startled and then fearful when he glimpsed a delicatessen with neon lit Hebrew letters in its storefront. He asked his father, “Is that allowed? It wouldn’t be in Germany.” “It is here,” answered his dad. Long after Nichols achieved extraordinary success and married Diane Sawyer, he kept a large, faded, yellow pillow, a souvenir from the 1962 Oscar award winning movie “Lawrence of Arabia,” on their living room couch. “Nothing is written” was printed on that pillow. Nichols believed that phrase meant “no outcome is dictated; no impediment is insuperable; and, that you can wrest life from its false limits.” Mike Nichols also believed that to become successful “you need to know things.” Just like Warren Buffett who attributes his remarkable success in part to reading 600 pages per day and Bill Gates who, in his quest to solve the world’s problems, likewise reads a book every day. We agree that reading to learn is a prerequisite to exceptional achievement, whether in the arts, business, science, humanities or politics. This is since accomplishment in all fields is built upon a foundation of what has already taken place. Mike Nichols was one of the best in his chosen field to achieve all that America allows in part I visit Vail two or three times a year and ski for two or three days during each trip. Terry Armistead is my favorite Vail ski instructor. I think all Vail ski instructors are great, but I like Terry the best because she gets me around the mountain safely and sings Beatles songs to me on the ski lifts. She also always makes me laugh with stories about her family and what it was like growing up in Vermont. Terry recently told me an apocryphal story about a tourist who stopped at a Vermont country store for directions to another small town in that state. When the traveler asked an old farmer sitting on the store’s front porch how to get to Fayetteville, the response was, “You can’t get there from here.” The old farmer’s outlook was certainly a lot different than Mike Nichols’, Warren Buffett’s and Bill Gates’. The mission statement of our RONALD BARON CEO AND CHIEF INVESTMENT OFFICER because of his great curiosity and “the sheer pleasure he received from learning.” “You can’t get there from here.” My family and I have been skiing in Vail, Colorado since 1997. That was the year Baron Funds began to invest in Vail Resorts. In 2004, when my friend Leon Black’s Apollo Global Management distributed shares of Vail Resorts it owned for a partnership that was being liquidated, Baron became the largest shareholder in Vail Resorts. Vail’s share price at the time was $19 per share. Vail Resorts’ current share price is $100 per share. Based on Vail’s growing cash flow and durable competitive advantages, we TABLE OF CONTENTS Letter from Ron Letter from Linda Baron Funds Performance Baron Asset Fund Baron Growth Fund Baron Small Cap Fund Baron Opportunity Fund Baron Partners Fund Baron Fifth Avenue Growth Fund Baron Focused Growth Fund Baron International Growth Fund Baron Real Estate Fund Baron Emerging Markets Fund Baron Energy and Resources Fund Baron Global Advantage Fund Baron Discovery Fund Portfolio Holdings 1 4 9 14 18 22 26 31 35 39 42 46 52 56 61 65 69 Introduction business is “we invest in people.” We have often written about the character of individuals in whom we invest. In general, these trustworthy, talented, driven, inspirational leaders who love what they do nearly always figure out how to “get there from here.” Vail’s Rob Katz did. We have invested in a long list of exceptional individuals who also have figured that out. Two, in recent years, come quickly to mind…Under Armour’s Kevin Plank and Tesla’s Elon Musk. “It’s not what you buy. It’s how much you pay for it.” Carl Icahn. 1985. Chuck Mathewson was the Chairman of International Game Technologies in 1982 when the two of us became friendly. IGT’s market capitalization was then about $100 million. It increased to more than $10 billion under his leadership! We missed most of that increase, one of the most painful missteps of my career. After reviewing our investment in IGT, I found it difficult to understand why we sold after only doubling or tripling our money. Especially since I admired the company’s chief executive and thought the company’s long-term prospects were quite favorable. Soon afterwards, I stopped “trading stocks” and became a long-term investor who “invests in people.” I have come to view my IGT “mistake” as tuition for a very valuable lesson. But, on with my story. In 1987, when we founded Baron Funds, Chuck became a Trustee of Baron Funds, a role in which he served for 26 years. He was also the Board’s independent Chairman for six of those years. In 2002, on one of his regular visits to me, Chuck mentioned that he frequently played bridge in the evenings by computer with Warren Buffett. He also told me Warren enjoyed reading Baron Funds shareholder letters! When I asked Chuck if he could arrange for me to speak with Warren, he told me that would be easy. Warren called within a half hour…on our toll free 1-800-99BARON phone line. Warren began the conversation by congratulating me on our good luck for investing in Woodward & Lothrop, a Washington, D.C. department store chain with valuable real estate holdings, in 1982. That business was acquired three years later by mall owner Alfred Taubman. I thanked Warren and responded that a similar investment didn’t work out as well. Warren observed that one of Berkshire’s first acquisitions “didn’t work out either.” He thought he was “buying a second rate department store chain in Baltimore” that owned valuable real estate. “Unfortunately, it was a third rate chain!” 2 Warren explained that, early in his career, he tried to buy businesses for $.80 that were worth $1.00. That was until “Charlie persuaded me it would be a better idea to buy a great business at an attractive price than a mediocre one at great price.” Warren’s and Charlie’s strategy was a lot different than my friend Carl Icahn’s as he described it to me in 1985. “It’s not what you buy. It’s what you pay for it,” Carl believed then…and, still does. I concluded that unless you are really tough like Carl, and want to torture companies into repurchasing their stocks, cutting expenses, increasing their dividends or selling themselves to the highest bidder, Buffett’s strategy was more appealing. “Movements of the general stock market during abbreviated periods will likely be far more important to determining results than a change in the intrinsic value of…shares.” Warren Buffett. Berkshire Hathaway 2014 Annual Report. March 2015 I began my career as an analyst in 1970. At that time, with legislation to care for the elderly born in Lyndon Johnson’s Great Society, nursing home stocks became top performers. In the early 1970s, “one decision,” large cap, growth stocks referred to as “The Nifty Fifty” became popular. In the late 1970s, gaming was legalized in Atlantic City and boardwalk casinos became trendy. Then steak houses captured investors’ imaginations. Then river boat casinos. Then cable television companies. Then cellular telephone businesses. Then Internet stocks. Now it is biotech stocks, whose share prices had remained virtually unchanged for ten years, which have increased in price fourfold since 2012! Gilda Radner’s Saturday Night Live character Roseanne Roseannadanna had it right when she told her viewers, “It’s always something.” Our firm continues to invest in people. Both in people who manage competitively advantaged businesses and in people who work at Baron researching those businesses. We are presently investing in health care and biotech research. We believe it likely there will be opportunities to invest in such businesses at attractive prices, although we do not think now is that time. We are preparing for those opportunities if they occur, however. This is analogous to our efforts in the late 1990s when Internet stocks rose to prices we believed were unsustainably high. Although we thought many Internet businesses had promising prospects, we chose to invest instead in Internet analysts and managers for our firm. When Information Technology and Internet related stocks subsequently fell, we invested billions and have since made billions. In the short-term performance oriented world in which we live, we believe it is unusual for managers like us to penalize their current profits in order to develop expertise that may permit them to substantially outperform over the long term. Especially if that means forgoing what seem to be “easy” profits in stocks that are rising almost every day. The research expenses you undertake are certain. The profits you hope for are not. We think efforts like this provide a privately owned, investment management company like ours with competitive advantages. We think our willingness to accept average performance or underperformance on occasion by not investing in certain stocks which are most popular is an important reason most Baron Funds have outperformed over the long term (see charts on page 9-13). Perspective that comes from long experience, a strong balance sheet and the support of clients who have experienced favorable absolute and relative returns over the long term is the reason why, of course. Thank you for investing in Baron Funds. Thank you for joining us as fellow shareholders in Baron Funds. We believe the growth prospects for the well-managed, competitively advantaged and appropriately financed businesses in which Baron Funds has invested are favorable. Volatile markets in recent months and years have created uncertainty among investors that causes many to be fearful. These developments have made stocks, in our judgment, attractively priced, which should offer investment opportunity and limit investment risk. We are continuing to work hard to justify your confidence and trust in our stewardship of your family’s hard-earned savings. Thank you again for your long-term support. We are especially thankful for the confidence you have expressed in us. Respectfully, Ronald Baron CEO and Chief Investment Officer April 30, 2015 P.S. If you are a shareholder and would like a “Built to Last,” Baron Funds 2014, Under Armour T-shirt “autographed” by Paul McCartney and Carrie Underwood, our surprise performers last year, please let us know, including your size, and we will send you one with no charge. March 31, 2015 Introduction Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectuses contain this and other information about the Funds. You may obtain them from the Funds’ distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. Investing in the stock market is always risky. Portfolio holdings may change over time. Portfolio Holdings As a Percentage of Net Assets As of March 31, 2015 Tesla Motors Inc. Under Armour, Inc. Vail Resorts, Inc. Baron Asset Fund Baron Growth Fund 3.6 3.8 2.6 Baron Opportunity Fund 2.3 1.0 Baron Partners Fund 6.7* 0.1* 4.1* Baron Focused Growth Fund 7.7 7.0 * % of Long Positions Baron Funds Net Realized and Unrealized Gain ($ in millions) As of March 31, 2015 Vail Resorts, Inc. Baron Asset Fund $38.2 Baron Growth Fund $153.7 Baron Partners Fund $69.9 Baron Focused Growth Fund $5.6 Baron Real Estate Fund $–** ** Less than $50,000 At March 31, 2015, Baron Small Cap Fund, Baron Fifth Avenue Growth Fund, Baron International Growth Fund, Baron Emerging Markets Fund, Baron Energy and Resources Fund, Baron Global Advantage Fund and Baron Discovery Fund did not own any of the securities listed above. 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. The Adviser has reimbursed certain Fund expenses for Baron Opportunity, Fifth Avenue, Focused Growth, International Growth, Real Estate, Emerging Markets, Energy and Resources, and Discovery Funds (by contract as long as BAMCO, Inc. is the adviser to the Fund) and all the Funds’ transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month end, visit www.BaronFunds.com or call 1-800-99BARON. Baron Asset Fund’s annualized returns as of March 31, 2015: 1-year, 12.57%; 5-years, 14.98%; 10-years, 9.06%. Annual expense ratio for the Retail Shares as of September 30, 2014 was 1.31%. Baron Growth Fund’s annualized returns as of March 31, 2015: 1-year, 9.07%; 5-years, 15.69%; 10-years, 8.76%. Annual expense ratio for the Retail Shares as of September 30, 2014 was 1.29%. Baron Small Cap Fund’s annualized returns as of March 31, 2015: 1-year, 8.49%; 5- years, 15.02%; 10-years, 8.73%. Annual expense ratio for the Retail Shares as of September 30, 2014 was 1.30%. Baron Opportunity Fund’s annualized returns as of March 31, 2015: 1-year, 3.21%; 5-years, 12.46%; 10-years, 10.35%. Annual expense ratio for the Retail Shares as of September 30, 2014 was 1.35%. Baron Partners Fund’s annualized returns as of March 31, 2015: 1-year, 7.32%; 5-years, 16.98%; 10-years, 9.89%. Annual expense ratio for the Retail Shares as of December 31, 2014 was 1.51% (comprised of operating expenses of 1.32% and interest expense of 0.19%). Baron Fifth Avenue Growth Fund’s annualized returns as of March 31, 2015: 1-year, 13.14%; 5-years, 13.89%; 10-years, 7.82%. As of September 30, 2014, annual operating expense ratio for the Retail Shares was 1.37%, but the net annual expense ratio was 1.30% (net of the Adviser’s fee waivers). Baron Focused Growth Fund’s annualized returns as of March 31, 2015: 1-year, 6.27%; 5-years, 12.52%; 10-years, 9.30%.* As of December 31, 2014, annual operating expense ratio for the Retail Shares was 1.39%, but the net annual expense ratio was 1.35% (net of the Adviser’s fee waivers). Baron International Growth Fund’s annualized returns as of March 31, 2015: 1-year, (1.07)%; 5-years, 7.41%; Since Inception (12/31/08), 13.14%. As of December 31, 2014, annual operating expense ratio for the Retail Shares was 1.63%, but the net annual expense ratio was 1.50% (net of the Adviser’s fee waivers). Baron Real Estate Fund’s annualized returns as of March 31, 2015: 1-year, 16.19%; 5-years, 21.34%; Since Inception (12/31/09), 21.79%. Annual expense ratio for the Retail Shares as of December 31, 2014 was 1.32%. Baron Emerging Markets Fund’s annualized returns as of March 31, 2015: 1-year, 1.28%; Since Inception (12/31/10), 4.46%. As of December 31, 2014, annual operating expense ratio for the Retail Shares was 1.52%, but the net annual expense ratio was 1.50% (net of the Adviser’s fee waivers). Baron Energy and Resources Fund’s annualized returns as of March 31, 2015: 1-year, (16.67)%; Since Inception (12/30/11), 1.55%. As of December 31, 2014, annual operating expense ratio for the Retail Shares was 1.79%, but the net annual expense ratio was 1.35% (net of the Adviser’s fee waivers). Baron Global Advantage Fund’s annualized returns as of March 31, 2015: 1-year, 6.67%; Since Inception (4/30/12), 13.75%. As of December 31, 2014, annual operating expense ratio for the Retail Shares was 3.61%, but the net annual expense ratio was 1.50% (net of the Adviser’s fee waivers). Baron Discovery Fund’s total return as of March 31, 2015: 1year, 11.17%; Since Inception (9/30/13), 25.92%. As of September 30, 2014, annual operating expense ratio for the Retail Shares was 2.16%, but the net annual expense ratio was 1.35% (net of the Adviser’s fee waivers). *Reflects the actual fees and expenses that were charged when the Fund was a partnership. The predecessor partnership charged a 15% performance fee through 2003 after reaching a certain performance benchmark. If the annual returns for the Fund did not reflect the performance fees for the years the predecessor partnership charged a performance fee, the returns would be higher. The Fund’s shareholders will not be charged a performance fee. The predecessor partnership’s performance is only for periods before the Fund’s registration statement was effective, which was June 30, 2008. During those periods, the predecessor partnership was not registered under the Investment Company Act of 1940 and was not subject to its requirements or the requirements of the Internal Revenue Code relating to registered investment companies, which, if it were, might have adversely affected its performance. The discussion of market trends and companies throughout this report are not intended as advice to any person regarding the advisability of investing in any particular security. Some of our comments are based on current management expectations and are considered “forward-looking statements.” Actual future results, however, may prove to be different from our expectations. Our views are a reflection of our best judgment at the time of the publication of this report and are subject to change any time based on market and other conditions, and we have no obligation to update them. 3 Letter from Linda The first quarter of 2015 is in the books, the snow finally melted, and baseball season has begun. Happily, and to no one’s surprise, spring has arrived. But less predictable and more surprising things have occurred too. The New York Knicks, the most valuable NBA sports franchise, finished its season with a .207 win percentage, the second worst record in the NBA. Tim Tebow will get a chance to wear an NFL uniform again. Seventh seed Michigan State made it to the NCAA final four. Kentucky did not make it to the final round of the NCAA championship. Also surprising to many, on March 9, the bull market celebrated its sixth anniversary. During this period, the stock market more than tripled, delivering outstanding annualized returns of 23.2%, more than double its long-term historical average. As the stock market has grown, so have the market capitalizations of many of the companies that comprise the market. Six years ago, Apple’s market capitalization was about $94 billion. At its current market cap of about $725 billion, Apple’s market cap is higher than the gross domestic product of all but 19 of the world’s countries, coming in just behind Saudi Arabia (GDP of $745 billion) and ahead of Switzerland ($650 billion), according to data compiled by the World Bank. Market capitalization is typically used as a measure of a company’s size. While neither perfect nor exhaustive, it is widely used by index providers, data providers, investors and asset managers who make asset allocation decisions. (Other ways include revenues, number of employees, book value, for example.) Small cap companies tend to be, on average, a more volatile investment than established large businesses. The market capitalization of a company is a quick, short-hand way of defining the size of a company and its risk profile. Small companies are typically in the earlier stages of their growth, mid-cap companies have matured beyond the start-up phase, and larger companies are more established. LINDA MARTINSON CHAIRMAN, PRESIDENT AND COO The definitions of small, mid, and large cap companies have naturally evolved over time. For example, in 1950, a company that had a market cap of $1 billion was considered to be a large cap company. Today a $1 billion company is practically a micro-cap. Virtually all of the major index providers update their market cap definitions periodically to reflect this evolution. For example, since the 1980s, the average largest market cap in the Russell 2000 Growth Index at reconstitution has typically more than doubled every 10 years. U.S. Stock Market Indices - Performance Since The Bottom Of The Financial Crisis Cumulative Total Returns for the Period 3/9/2009 - 3/31/2015 327% 259% 264% Russell 3000 Russell 3000 Growth All Cap Source: FactSet. 4 248% 256% 260% S&P 500 Russell 1000 Russell 1000 Growth Large Cap Russell Mid Cap 313% Russell Mid Cap Growth Mid Cap 319% 296% Russell 2000 Russell 2000 Growth Small Cap March 31, 2015 Letter from Linda Market Capitalization Thresholds Have More Than Doubled Largest Market Capitalization in the Russell 2000 Growth Index (Bn, at index reconstitution) Largest Market Capitalization in the Russell Mid Cap Growth Index (Bn, at index reconstitution) $4.51 $29.87 $13.25 $1.92 $0.26 $0.76 $2.63 1984 1994 2004 2014 $4.85 1986 1994 2004 2014 Source: The Bank of New York Mellon Corporation Like index providers, asset managers adjust their market cap definitions to maintain style consistency. In February, Baron Funds established new market cap limits for some of our mutual funds. In the past, we have adjusted our market cap limits when our market cap definitions became materially mis-aligned with those of the markets, which we believed unfairly handicapped our portfolio managers. It’s like asking Alex Rodriguez to hit with a 12” bat instead of a regulation size bat. The change made this February was made for the same reason. Historically, our market cap-based Funds have used fixed dollar amount limits to determine the stocks in which they could invest. Under the new methodology, Baron is floating the market cap limits using the Russell indexes at reconstitution to define the investment universe for these Funds. We think this change will benefit Baron Growth Fund, Baron Small Cap Fund, Baron Discovery Fund, Baron Focused Growth Fund, Baron Asset Fund, and Baron Fifth Avenue Growth Fund. In addition, Baron Opportunity Fund, which previously invested in companies with market caps between $1.5 and $15 billion, is now permitted to invest in high growth businesses of any size. The table below provides a summary of the changes. Baron Funds Changes - Batting at Full Strength Summary Of The Changes Of The Market Cap Limits For Certain Baron Funds Fund Name Fund Ticker (Institutional) Old Market Cap Limit Rule Baron Discovery Fund BDFIX Up to $1.5 Bn at purchase Baron Growth Fund BGRIX Up to $2.5 Bn at purchase Baron Small Cap Fund BSFIX 80% of net assets up to $2.5 Bn at purchase SMid Cap Baron Focused Growth Fund BFGIX Up to $10 Bn at purchase Mid Cap Baron Asset Fund BARIX Between $1.5 Bn and $12 Bn at purchase Large Cap Baron Fifth Avenue Growth Fund BFTIX Above $10 Bn at purchase All Cap Baron Opportunity Fund BIOIX 65% of net assets between All capitalizations $1 Bn and $15 Bn at purchase Small Cap New Market Cap Limit Rule Up to the weighted median market cap of the Russell 2000 Growth Index at reconstitution or up to $1.5 Bn whichever is larger Up to the capitalization of the largest stock in the Russell 2000 Growth Index at reconstitution or up to $2.5 Bn, whichever is larger 80% of net assets up to the capitalization of the largest stock in the Russell 2000 Growth Index at reconstitution or up to $2.5 Bn, whichever is larger Up to the capitalization of the largest stock in the Russell Midcap Growth Index at reconstitution Above $2.5 Bn or the capitalization of the smallest stock in the Russell Midcap Growth Index at reconstitution, whichever is larger, AND up to the capitalization of the largest stock in the Russell Midcap Growth Index at reconstitution Above the capitalization of the smallest stock in the top 85% of the Russell 1000 Growth Index at reconstitution or above $10 Bn, whichever is smaller Effective Limit as of 3/31/2015 up to $1.77 Bn up to $4.51 Bn up to $4.51 Bn up to $29.87 Bn between $2.5 Bn and $29.87 Bn above $10 Bn N/A 5 Letter from Linda 20,000 15,000 11,420 10,000 5,000 Market Cap. - Largest Stock Market Cap. - Largest Stock at Reconstitution 6 Mar-15 Mar-13 Mar-11 Mar-09 Mar-07 Mar-05 Mar-03 Mar-01 Mar-99 Mar-97 Mar-95 Mar-93 Mar-91 Mar-89 Mar-87 Mar-85 Mar-83 4,510 3,380 Mar-81 Market Capitalization ($ millions) 25,000 Source: Russell Indices and The Bank of New York Mellon Corporation 60,000 50,000 40,000 39,062 30,000 29,872 25,490 20,000 Mar-15 Mar-13 Mar-11 Mar-09 Mar-07 Mar-05 Mar-03 Mar-01 Mar-99 Mar-97 Mar-95 0 Mar-93 10,000 Market Cap. - Largest Stock Market Cap. - Largest Stock at Reconstitution Russell 3000 Index Mid Cap Breakpoint Baron Asset Fund’s last market cap limit revision, from $10.0 billion to $12.0 billion, was in January of 2010. At the time, the largest market cap in the Russell Midcap Growth Index at reconstitution was $13.0 billion. Since then, the largest market cap in the Russell Midcap Growth Index has more than doubled to $29.87 billion as of the latest reconstitution in June 2014. Russell 2000 Growth Index Historical Market Cap Ranges Russell 3000 Index Small Cap Breakpoint 70,000 Source: Russell Indices and The Bank of New York Mellon Corporation Small Cap Thresholds Are Constantly Changing 0 Russell Midcap Growth Index Historical Market Cap Ranges Mar-91 In May of 2013, the Russell 3000 Index’s small cap breakpoint, the lowest of the small cap metrics used in the industry, surpassed, for the first time, the $2.5 billion level that we used as our small cap limit. The chart below shows the evolution of the definition of small cap over the past three decades and the significant variation in the size of small companies over time. Today, the Russell small cap breakpoint stands at $3.4 billion, and the largest market cap in the index at its last reconstitution in June of 2014 was $4.51 billion. As of March 31, 2015, it was $11.42 billion. Other small cap metrics, such as the small cap Morningstar and Lipper breakpoints, were $3.8 billion and $6.0 billion, respectively, as of March 31, 2015. Mid Cap Thresholds Are Also Not Static Mar-89 Baron's new market cap limits and guidelines are based on Russell Investment thresholds. Russell Investments is the most widely used market cap based index provider in the U.S. Russell’s total market cap indices are constructed based on the descending market caps of each of the eligible stocks in the U.S. equity market, which approximate 4,000 securities. These indices are reconstituted once a year in June, establishing new thresholds for determining market capitalization size segmentation. While the constituents in the market cap based indices change only once a year, Russell recalculates and publishes monthly the different market cap breakpoints (small, smid, midcap, large, etc.), applying the reconstitution methodology on the Russell 3000 Index. The case for our mid cap portfolios is not much different. The chart below shows meaningful variations in the mid cap market cap metrics. Mar-87 By moving to benchmark-determined limits, Baron’s treatment of market cap limits will be more closely aligned with those of its peers and will allow us to compete on a level playing field. Our research shows that this methodology has gained popularity across mutual fund managers in recent years, and the majority of our peers currently use it. Not changing the limits would be akin to using fully inflated footballs in cold weather against the New England Patriots. Raising the market cap limit to the largest market cap in the Russell 2000 Growth Index at the last reconstitution would give our small cap portfolio managers access to the full small cap investable universe, adding 417 potential investment ideas as of March 31, 2015. While we have increased the investable universe considerably, we have at the same time imposed internal guidelines based on the monthly Russell 3000 small cap breakpoint to prevent style drift. Market Capitalization ($ millions) The key objective of these changes is to allow our market cap-based Funds to be able to take advantage of their respective full investment universes in their ever-changing market segments. This can now be accomplished without the necessity of prospectus amendments. For Baron Opportunity Fund, the change gives the Fund more flexibility to execute its investment strategy of investing in high-growth businesses benefiting from innovation through pioneering, transformative or technologically advanced products and services. Baron believes clients and shareholders will benefit by investing in innovative companies across the market capitalization spectrum. These changes are not an attempt to make our portfolios look closer to their respective peers or benchmarks. Our consistently high active share confirms that we are significantly different from the relevant market indices, and we don’t expect this to change. March 31, 2015 Letter from Linda Baron Funds Have High Active Share Small Cap Fund Name Primary Benchmark Baron Discovery Fund Russell 2000 Growth Index Active Share as of 3/31/2015 96.95% Baron Growth Fund Russell 2000 Growth Index 93.75% Baron Small Cap Fund Russell 2000 Growth Index 91.25% SMid Cap Baron Focused Growth Fund Russell 2500 Growth Index 98.25% Mid Cap Baron Asset Fund Russell Mid Cap Growth Index 89.06% Large Cap Baron Fifth Avenue Growth Fund Russell 1000 Growth Index 81.60% Baron Opportunity Fund Russell 3000 Growth Index 93.14% Baron Partners Fund* Russell Mid Cap Growth Index 96.23% Baron Global Advantage Fund MSCI ACWI Growth Index 95.37% All Cap International Specialty Baron International Growth Fund MSCI ACWI ex USA IMI Growth Index 94.91% Baron Emerging Markets Funds MSCI EM IMI Growth Index 88.59% Baron Energy and Resources Fund S&P North American Natural Resources Index 87.33% Baron Real Estate Fund MSCI USA IMI Extended Real Estate Index 74.14% Source: FactSet * excluding leverage Baron will continue to differentiate itself from the pack with its long-term investment approach, focused on companies that we believe have open-ended growth opportunities, significant competitive advantages, exceptional management, and attractive valuations. Baron remains committed to our seasoned, long-term investment process. We are focused on building portfolios of what we believe are the most exciting growth businesses in the appropriate investable universe. Sincerely, Linda S. Martinson Chairman, President and COO April 30, 2015 7 Letter from Linda Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectuses contain this and other information about the Funds. You may obtain them from the Funds’ distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. Portfolio holdings as a percentage of net assets as of March 31, 2015 for securities mentioned are as follows: Apple, Inc. – Baron Fifth Avenue Growth Fund (5.0%). The index performance shown is not fund performance; one cannot invest directly into an index. Definitions (provided by BAMCO, Inc.): The S&P 500 Index measures the performance of 500 widely held large-cap U.S. companies. The Russell 1000® Index measures the performance of large-sized U.S. companies. The Russell 1000® Growth Index measures the performance of large-sized U.S. companies that are classified as growth. The Russell 3000® Index measures the performance of the broad segment of the U.S. equity universe comprised of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market. The Russell 3000® Growth Index measures the performance of the broad growth segment of the U.S. equity universe comprised of the largest 3000 U.S. companies representing approximately 98% of the investable U.S. equity market. The Russell Midcap® Index measures the performance of medium-sized U.S. companies. The Russell Midcap® Growth Index measures the performance of medium-sized U.S. companies that are classified as growth. The Russell 2000® Index measures the performance of small-sized U.S. companies. The indexes are with dividends, which positively impact the performance results. Active Share is a term used to describe the share of a portfolio’s holdings that differ from that portfolio’s benchmark index. It is calculated by comparing the weight of each holding in the Fund to that holding’s weight in the benchmark. Positions with either a positive or negative weighting versus the benchmark have Active Share. An Active Share of 100% implies zero overlap with the benchmark. Active Share was introduced in 2006 in a study by Yale academics, M. Cremers and A. Petajisto, as a measure of active portfolio management. 8 Baron Funds Performance Baron Asset Fund Comparison of the change in value of $10,000 investment in Baron Asset Fund (Retail Shares) in relation to the Russell Midcap Growth Index and the S&P 500 Index $220,000 $210,000 $200,000 $190,000 $180,000 $170,000 $160,000 $150,000 $140,000 $130,000 $120,000 $110,000 $100,000 $90,000 $80,000 $70,000 $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $0 6/87 9/88 $211,323 $149,570 $128,334 9/90 9/92 9/94 9/98 9/96 9/00 9/02 9/04 9/06 9/08 9/10 9/12 9/14 3/15 Baron Asset Fund1,4 Information Presented by Fiscal Year as of September 30 and for the six months ended March 31, 2015 1 Russell Midcap Growth Index S&P 500 Index 1 Baron Asset Fund’s annualized returns as of March 31, 2015: 1-year, 12.57%; 3-year, 16.63%; 5-year, 14.98%; 10-year, 9.06%; and Since Inception, 11.60%. Baron Growth Fund Comparison of the change in value of $10,000 investment in Baron Growth Fund (Retail Shares) in relation to the Russell 2000 Growth Index and the S&P 500 Index $140,000 $130,000 $120,000 $110,000 $100,000 $90,000 $80,000 $70,000 $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $0 12/94 $136,591 $66,098 $48,136 9/96 9/98 9/00 9/02 9/04 9/06 9/08 9/10 9/12 9/14 3/15 Baron Growth Fund2,4 Information Presented by Fiscal Year as of September 30 and for the six months ended March 31, 2015 Russell 2000 Growth Index 2 S&P 500 Index 2 Baron Growth Fund’s annualized returns as of March 31, 2015: 1-year, 9.07%; 3-year, 17.31%; 5-year, 15.69%; 10-year, 8.76%; and Since Inception, 13.78%. Baron Small Cap Fund Comparison of the change in value of $10,000 investment in Baron Small Cap Fund (Retail Shares) in relation to the Russell 2000 Growth Index and the S&P 500 Index $60,000 $55,514 $50,000 $40,000 $30,139 $26,835 $30,000 $20,000 $10,000 $0 9/97 9/99 9/01 9/03 Information Presented by Fiscal Year as of September 30 and for the six months ended March 31, 2015 9/05 9/07 9/09 9/11 9/13 3/15 3,4 Baron Small Cap Fund 3 Russell 2000 Growth Index S&P 500 Index3 Baron Small Cap Fund’s annualized returns as of March 31, 2015: 1-year, 8.49%; 3-year, 15.48%; 5-year, 15.02%; 10-year, 8.73%; and Since Inception, 10.29%. 1 2 3 4 The indexes are unmanaged. The Russell Midcap® Growth Index measures the performance of medium-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and Baron Asset Fund are with dividends, which positively impact the performance results. The indexes are unmanaged. The Russell 2000® Growth Index measures the performance of small-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and Baron Growth Fund are with dividends, which positively impact the performance results. The indexes are unmanaged. The Russell 2000® Growth Index measures the performance of small-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and Baron Small Cap Fund are with dividends, which positively impact the performance results. Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemptions of Fund shares. 9 Baron Funds Performance Baron Opportunity Fund Comparison of the change in value of $10,000 investment in Baron Opportunity Fund (Retail Shares) in relation to the Russell 3000 Growth Index, the Russell Midcap Growth Index and the S&P 500 Index $24,000 $22,000 $20,000 $18,000 $16,000 $14,000 $12,000 $10,000 $8,000 $6,000 $4,000 $2,000 $0 2/00 9/00 9/02 9/04 Information Presented by Fiscal Year as of September 30 and for the six months ended March 31, 2015 $21,775 $20,203 $18,073 $14,556 9/06 9/08 9/12 9/14 3/15 Baron Opportunity Fund1,4 9/10 Russell 3000 Growth Index 1 Russell Midcap Growth Index S&P 500 Index 1 1 Baron Opportunity Fund’s annualized returns as of March 31, 2015: 1-year, 3.21%; 3-year, 11.03%; 5-year, 12.46%; 10-year, 10.35%; and Since Inception, 5.29%. Baron Partners Fund Comparison of the change in value of $10,000 investment in Baron Partners Fund (Retail Shares) in relation to the Russell Midcap Growth Index and the S&P 500 Index $180,000 $170,000 $160,000 $150,000 $140,000 $130,000 $120,000 $110,000 $100,000 $90,000 $80,000 $70,000 $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $0 1/92 $176,144 $88,161 $80,844 12/93 12/95 12/97 12/99 12/01 12/03 12/05 12/07 12/09 12/11 12/13 Baron Partners Fund Information Presented by Fiscal Year as of December 31 and for the three months ended March 31, 2015 3/15 2,4,5 Russell Midcap Growth Index2 S&P 500 Index 2 Baron Partners Fund’s annualized returns as of March 31, 2015: 1-year, 7.32%; 3-year, 19.50%; 5-year, 16.98%; 10-year, 9.89%; and Since Inception, 13.18%. Baron Fifth Avenue Growth Fund Comparison of the change in value of $10,000 investment in Baron Fifth Avenue Growth Fund (Retail Shares) in relation to the Russell 1000 Growth Index and the S&P 500 Index $30,000 $25,036 $23,424 $22,185 $25,000 $20,000 $15,000 $10,000 $5,000 $0 4/04 9/04 9/05 9/06 9/07 Information Presented by Fiscal Year as of September 30 and for the six months ended March 31, 2015 9/08 9/09 9/10 9/11 9/12 9/13 9/14 3/15 Baron Fifth Avenue Growth Fund3,4 Russell 1000 Growth Index3 S&P 500 Index3 Baron Fifth Avenue Growth Fund’s annualized returns as of March 31, 2015: 1-year, 13.14%; 3-year, 14.81%; 5-year, 13.89%; 10-year, 7.82% and Since Inception, 7.57%. 1 2 3 4 5 10 The indexes are unmanaged. The Russell 3000® Growth Index measures the performance of those companies classified as growth among the largest 3,000 U.S. companies, the Russell Midcap® Growth Index measures the performance of medium-sized U.S. companies that are classified as growth, and the S&P 500 Index of 500 widely held large cap U.S. companies. The Baron Opportunity Fund no longer considers the Russell Midcap® Growth Index an appropriate benchmark index. The Russell Midcap® Growth Index is included in the table above for comparison purposes for the period before the Fund converted to an all-cap fund. Prior to February 20, 2015, the Fund invested in companies with market capitalizations between $1 billion and $15 billion at the time of purchase. Since then, the Fund may invest in companies of all market capitalizations. The Adviser believes that the Russell 3000 Growth Index is more representative of the Fund’s current investable universe. The indexes and the Fund are with dividends, which positively impact the performance results. The indexes are unmanaged. The Russell Midcap® Growth Index measures the performance of medium-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and Baron Partners Fund are with dividends, which positively impact the performance results. The indexes are unmanaged. The Russell 1000® Growth Index measures the performance of large-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. On January 1, 2015, the Fund changed its primary benchmark from the S&P 500 Index to the Russell 1000 Growth Index. The indexes and Baron Fifth Avenue Growth Fund are with dividends, which positively impact the performance results. Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Reflects the actual fees and expenses that were charged when the Fund was a partnership. The predecessor partnership charged a 20% performance fee after reaching a certain performance benchmark. If the annual returns for the Fund did not reflect the performance fees for the years the predecessor partnership charged a performance fee, returns would be higher. The Fund’s shareholders will not be charged a performance fee. The predecessor partnership’s performance is only for periods before the Fund’s registration statement was effective, which was April 30, 2003. During those periods, the predecessor partnership was not registered under the Investment Company Act of 1940 and was not subject to its requirements or the requirements of the Internal Revenue Code relating to registered investment companies, which, if it were, might have adversely affected its performance. Baron Funds Performance Baron Focused Growth Fund Comparison of the change in value of $10,000 investment in Baron Focused Growth Fund (Retail Shares) in relation to the Russell 2500 Growth Index and the S&P 500 Index $80,000 $78,213 $70,000 $60,000 $50,000 $43,805 $41,824 $40,000 $30,000 $20,000 $10,000 $0 5/96 12/97 12/99 12/01 12/03 12/05 12/07 12/09 12/11 12/13 3/15 Baron Focused Growth Fund Information Presented by Fiscal Year as of December 31 and for the three months ended March 31, 2015 1,4,5 Russell 2500 Growth Index1 S&P 500 Index1 Baron Focused Growth Fund’s annualized returns as of March 31, 2015: 1-year, 6.27%; 3-year, 12.17%; 5-year, 12.52%; 10-year, 9.30%; and Since Inception, 11.54%. Baron International Growth Fund Comparison of the change in value of $10,000 investment in Baron International Growth Fund (Retail Shares) in relation to the MSCI ACWI ex USA IMI Growth Index and the MSCI ACWI ex USA Index $25,000 $21,635 $20,000 $19,189 $18,180 $15,000 $10,000 $5,000 $0 12/08 12/09 12/10 12/13 12/12 12/11 12/14 3/15 2,5 Baron International Growth Fund Information Presented by Fiscal Year as of December 31 and for the three months ended March 31, 2015 2 MSCI ACWI ex USA IMI Growth Index MSCI ACWI ex USA Index2 Baron International Growth Fund’s annualized returns as of March 31, 2015: 1-year, (1.07)%; 3-year, 7.48%; 5-year, 7.41%; and Since Inception, 13.14%. Baron Real Estate Fund Comparison of the change in value of $10,000 investment in Baron Real Estate Fund (Retail Shares) in relation to the MSCI USA IMI Extended Real Estate Index and the S&P 500 Index $30,000 $28,147 $25,000 $22,561 $20,709 $20,000 $15,000 $10,000 $5,000 $0 12/09 6/10 12/10 6/11 12/11 Information Presented by Fiscal Year as of December 31 and for the three months ended March 31, 2015 6/12 12/12 6/13 12/13 6/14 12/14 3/15 Baron Real Estate Fund3,5 MSCI USA IMI Extended Real Estate Index3 S&P 500 Index3 Baron Real Estate Fund’s annualized returns as of March 31, 2015: 1-year, 16.19%; 3-year, 24.10%; 5-year, 21.34%; and Since Inception, 21.79%. 1 2 3 4 5 The indexes are unmanaged. The Russell 2500™ Growth Index measures the performance of small to medium-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and Baron Focused Growth Fund are with dividends, which positively impact the performance results. The MSCI ACWI ex USA indexes cited are unmanaged, free float-adjusted market capitalization weighted indexes reflected in US dollars. The MSCI ACWI ex USA IMI Growth Index Net USD measures the performance of large, mid and small cap growth securities across developed and emerging markets, excluding the United States. The MSCI ACWI ex USA Index Net USD measures the equity market performance of large and mid cap securities across developed and emerging markets, excluding the United States. The indexes and Baron International Growth Fund include reinvestment of dividends, net of foreign withholding taxes, which positively impact the performance results. The MSCI USA IMI Extended Real Estate Index is a custom index calculated by MSCI for, and as requested by, BAMCO, Inc. The index includes real estate and real estate-related GICS classification securities. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, reviewed or produced by MSCI. The S&P 500 Index measures the performance of 500 widely held large cap U.S. companies. The indexes and Baron Real Estate Fund are with dividends, which positively impact performance results. Reflects the actual fees and expenses that were charged when the Fund was a partnership. The predecessor partnership charged a 15% performance fee through 2003 after reaching a certain performance benchmark. If the annual returns for the Fund did not reflect the performance fees for the years the predecessor partnership charged a performance fee, the returns would be higher. The Fund’s shareholders will not be charged a performance fee. The predecessor partnership’s performance is only for the periods before the Fund’s registration statement was effective, which was June 30, 2008. During those periods, the predecessor partnership was not registered under the Investment Company Act of 1940 and was not subject to its requirements or the requirements of the Internal Revenue Code relating to registered investment companies, which, if it were, might have adversely affected its performance. 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. 11 Baron Funds Performance Baron Emerging Markets Fund Comparison of the change in value of $10,000 investment in Baron Emerging Markets Fund (Retail Shares) in relation to the MSCI EM IMI Growth Index and the MSCI EM IMI Index $15,000 $12,035 $10,043 $9,400 $10,000 $5,000 $0 12/10 6/11 12/11 6/12 12/12 6/13 12/13 6/14 12/14 3/15 Baron Emerging Markets Fund1,3 Information Presented by Fiscal Year as of December 31 and for the three months ended March 31, 2015 MSCI EM IMI Growth Index1 MSCI EM IMI Index1 Baron Emerging Markets Fund’s annualized returns as of March 31, 2015: 1-year, 1.28%; 3-year, 8.02%; and Since Inception, 4.46%. Baron Energy and Resources Fund Comparison of the change in value of $10,000 investment in Baron Energy and Resources Fund (Retail Shares) in relation to the S&P North American Natural Resources Sector Index and the S&P 500 Index $20,000 $17,626 $15,000 $10,581 $10,513 $10,000 $5,000 $0 12/11 3/12 6/12 9/12 12/12 3/13 Information Presented by Fiscal Year as of December 31 and for the three months ended March 31, 2015 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 2,3 Baron Energy and Resources Fund S&P North American Natural Resources 2 Sector Index 2 S&P 500 Index Baron Energy and Resources Fund’s annualized returns as of March 31, 2015: 1-year, (16.67)%; 3-year, 1.55%; and Since Inception, 1.55%. 1 2 3 12 The MSCI EM (Emerging Markets) indexes cited are unmanaged, free float-adjusted market capitalization weighted indexes reflected in US dollars. The MSCI EM (Emerging Markets) IMI Growth Index Net USD and the MSCI EM (Emerging Markets) IMI Index Net USD are designed to measure equity market performance of large, mid and small cap securities in the emerging markets. The MSCI EM (Emerging Markets) IMI Growth Index Net USD screens for growth-style securities. The indexes and Baron Emerging Markets Fund include reinvestment of dividends, net of foreign withholding taxes, which positively impact the performance results. The S&P indexes cited are unmanaged. The S&P 500 North American Natural Resources Sector Index measures the performance of U.S.-traded natural resources-related stocks, including mining, energy, paper and forest products, and plantation owning companies. The S&P 500 Index measures the performance of 500 widely held large cap U.S. companies. The indexes and Baron Energy and Resources Fund are with dividends, which positively impact the performance results. 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. Baron Funds Performance Baron Global Advantage Fund Comparison of the change in value of $10,000 investment in Baron Global Advantage Fund (Retail Shares) in relation to the MSCI ACWI Growth Index and the MSCI ACWI Index $20,000 $15,000 $14,561 $14,029 $13,741 $10,000 $5,000 $0 4/12 6/12 9/12 12/12 3/13 6/13 9/13 12/13 3/14 6/14 9/14 12/14 3/15 Baron Global Advantage Fund Information Presented by Fiscal Year as of December 31 and for the three months ended March 31, 2015 1,3 MSCI ACWI Growth Index1 MSCI ACWI Index1 Baron Global Advantage Fund’s annualized returns as of March 31, 2015: 1-year, 6.67%; and Since Inception, 13.75%. Baron Discovery Fund Comparison of the change in value of $10,000 investment in Baron Discovery Fund (Retail Shares) in relation to the Russell 2000 Growth Index and the S&P 500 Index $20,000 $15,000 $14,130 $12,683 $12,181 $10,000 $5,000 $0 9/13 12/13 3/14 Information Presented by Fiscal Year as of September 30 and for the six months ended March 31, 2015 6/14 9/14 12/14 Baron Discovery Fund 3/15 2,3 Russell 2000 Growth Index 2 S&P 500 Index2 Baron Discovery Fund’s annualized returns as of March 31, 2015: 1-year, 11.17%; and Since Inception, 25.92%. 1 2 3 The MSCI ACWI indexes cited are unmanaged, free float-adjusted market capitalization weighted indexes reflected in US dollars. The MSCI ACWI Growth Index Net USD measures the equity market performance of large and mid cap growth securities across developed and emerging markets. The MSCI ACWI Index Net USD measures the equity market performance of large and mid cap securities across developed and emerging markets. The indexes and the Baron Global Advantage Fund include reinvestment of dividends, net of foreign withholding taxes, which positively impact the performance results. The indexes are unmanaged. The Russell 2000® Growth Index measures the performance of small-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and Baron Discovery Fund are with dividends, which positively impact the performance results. Past performance is not predictive of future performance. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. 13 Baron Asset Fund Dear Baron Asset Fund Shareholder: Performance During the three-month period ended March 31, 2015, Baron Asset Fund gained 3.44%, the Russell Midcap Growth Index (the “Index”) gained 5.38%, and the S&P 500 Index gained 0.95%. As discussed below, the Fund’s return was driven more by stock-specific earnings results than by broader industry trends. The best-performing stocks generally included companies with predominantly domestic businesses and modest exposure to weaker foreign economies and the strengthening U.S. dollar. Several of the Fund’s investments in companies that sell proprietary data and analytics, such as Verisk Analytics, Inc. and FactSet Research Systems, Inc., performed particularly well. Travel-related companies with a largely domestic focus, Vail Resorts, Inc. and Choice Hotels International, Inc., benefitted from improved travel spending. Towers Watson & Co. demonstrated its longterm opportunity to build a large business helping corporations create private health care exchanges for their employees and retirees. Although energy prices stabilized at their recent, much lower levels during the quarter, several companies that sell products to energy end-markets fell after reporting disappointing results. These included pump manufacturer Colfax Corp. and industrial distributors MRC Global, Inc. and Fastenal Co. Luxury retailers Ralph Lauren Corp. and Tiffany & Co. both suffered from the impact of the rising U.S. dollar, which led to reduced spending by foreign tourists in their U.S. stores, as well as the negative impact that foreign exchange had on their earnings results. ANDREW PECK PORTFOLIO MANAGER Table II. Top contributors to performance for the quarter ended March 31, 2015 Year Acquired Vail Resorts, Inc. Verisk Analytics, Inc. FactSet Research Systems, Inc. CBRE Group, Inc. Towers Watson & Co. Table I. Performance (Retail Shares) Annualized for periods ended March 31, 2015 Baron Asset Fund1,2 Three Months4 One Year Three Years Five Years Ten Years Since Inception (June 12, 1987) 3.44% 12.57% 16.63% 14.98% 9.06% 11.60% Russell Midcap Growth Index1 5.38% 15.56% 17.41% 16.43% 10.19% 10.24%3 S&P 500 Index1 0.95% 12.73% 16.11% 14.47% 8.01% 9.61% Retail Shares: BARAX Institutional Shares: BARIX 1997 2009 2006 2005 2014 Percent Impact 0.45% 0.36 0.36 0.31 0.28 Shares of Vail Resorts, Inc., the largest operator of U.S. ski resorts, increased after reporting strong earnings results this past ski season. These results were particularly impressive, given the very poor snow accumulation at the Lake Tahoe properties that comprise 20% of its skier visitation. Vail also benefitted from its recent acquisition of the Park City, Utah ski resort, which it plans to interconnect with the Canyons resort that it also owns. The deal further diversifies the company’s revenue streams into the attractive Utah ski market, while also leveraging its overhead costs. We believe this deal will generate meaningful accretion for the company over time. Lastly, the company increased its dividend by 50% during the quarter. Shares of Verisk Analytics, Inc. rose after the data and analytics company reported stellar quarterly financial results. Overall organic revenue growth Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares as of September 30, 2014 was 1.31%. The performance data quoted represents past performance. 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. The Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month end, visit www.BaronFunds.com or call 1-800-99BARON. 1 The indexes are unmanaged. The Russell Midcap® Growth Index measures the performance of medium-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends, which positively impact the performance results. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell is a trademark of Russell Investment Group. 2 The performance data in the table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. For the period June 30,1987 to March 31, 2015. Not annualized. 3 4 14 March 31, 2015 Baron Asset Fund improved, with its core Insurance businesses growing around 12% and its newer Financial Services and Health Care business units growing 25% and 22%, respectively. Stock performance was also driven by the company’s accelerating share repurchase program. Finally, Verisk announced the $2.8 billion acquisition of Wood Mackenzie, a leading provider of data and analytics to the energy industry, which we expect to be accretive to earnings. Shares of financial market data vendor FactSet Research Systems, Inc. gained after announcing accelerating organic revenue growth, an enhanced number of new subscription sales, and meaningful earnings growth. We believe that FactSet is continuing to gain share across all its markets, as it offers a compelling value relative to Bloomberg and other incumbent market data providers. In addition, we anticipate continued purchasing strength among the company’s buy side customer base and improving conditions on Wall Street’s “sell side,” which should provide an added tailwind to growth. The shares of CBRE Group, Inc., a leading commercial real estate services company, increased during the quarter. Amidst a healthy global backdrop for real estate, the company reported good results across nearly all its geographies and business lines, including leasing, investment sales, property management outsourcing, and real estate investment management. CBRE also announced the $1.5 billion acquisition of Johnson Control’s Global Workplace Solutions unit, which provides commercial real estate management to major owners and occupiers globally. We expect this deal to be meaningfully accretive to CBRE’s earnings, while also increasing the company’s exposure to this unit’s highly-recurring, non-cyclical revenue stream. Professional services company Towers Watson & Co. reported robust results, including 10% growth in its core Benefits segment and 40% growth in its segment focused on administering private health care exchanges. During the next several years, we believe that the opportunity in private corporate exchanges has the potential to double the company’s business, while also meaningfully enhancing its margins. Towers has a dominant market share in health care exchanges for corporate retirees, and it is also a leader in exchanges for active employees, as highlighted by its recent high-profile business wins from Starwood Hotels & Resorts and Time, Inc. Table III. Top detractors from performance for the quarter ended March 31, 2015 Ralph Lauren Corp. Tiffany & Co. Fastenal Co. Wynn Resorts Ltd. MRC Global, Inc. Year Acquired Percent Impact 1997 2005 2006 2001 2012 –0.45% –0.25 –0.25 –0.21 –0.16 Shares of Ralph Lauren Corp. came under pressure after the company reported disappointing holiday results and offered a muted outlook for 2015. Ralph Lauren’s soft earnings were the result of several challenges impacting their business and global consumer brands more broadly that we believe are likely to prove transitory. These challenges include a more heightened promotional retail environment and significant foreign currency impacts. Positively, the company is experiencing significant growth in its global e-commerce division, southeast Asia region and accessories platform, and management is investing heavily in these initiatives with an eye toward long-term future growth. In addition, we believe Ralph Lauren’s inventory is being well-managed, as balances grow at a comparable rate to sales despite the addition of several new stores; gross margins are positioned to benefit in the near term from lower input costs; and the company is in a strong financial position with $1 billion of net cash on its balance sheet. Results at venerable jeweler Tiffany & Co. were disappointing, owing to difficult year-over-year comparisons, a spending slowdown in certain regions, and a high degree of foreign exchange volatility that weighed on tourist spending in the company’s most important Americas market. Robust business momentum over the last two years has taken a pause in 2015 as a result of these macro headwinds and, specifically, the effect of the strong U.S. dollar on overseas earnings. We continue to look favorably on the company’s long-term growth prospects and margin expansion opportunity, as emerging market stores, particularly in China, begin to ramp, new merchandising hires start to have impact, and low precious metal costs continue to benefit gross margins. Shares of industrial supplies distributor Fastenal Co. declined after reporting moderating sales growth. A significant reason was the rapid slowing in demand in oil and gas regions, as well as the impact of a stronger U.S. dollar on multi-national manufacturing customers with large export divisions. While still generating industry leading sales growth of approximately 10%, the current growth rates represent a deceleration from last year’s 15-20% run rate. This slowdown is also impacting Fastenal’s ability to leverage earnings at a faster rate than sales growth. Though the company is off to a slightly slower start in 2015, we believe the fundamental outlook and strategy remain on track and see a path to double digit top and bottom line growth over the next several years to go along with an attractive valuation and debt-free balance sheet. Wynn Resorts Ltd., a destination casino operator with properties in Macau and Las Vegas, declined on the continued slowdown in the Macau market, driven by the Chinese government’s anti-corruption campaign that has discouraged visitation and resulted in lower spend at the region’s casinos. We are watching this situation carefully to try to better understand the prospect for growth in this market going forward. Despite these challenges, the company generates strong cash flow and generates an approximate 5% dividend yield. Shares of MRC Global, Inc., a leading pipe, valve and fittings distributor, declined during the quarter as a result of the significant and rapid decline in energy prices that weighed on investor sentiment in that sector. As an oil field services provider and distributor of essential products to energy customers, the company’s growth is linked to exploration and production companies, pipeline operators and refineries, whose revenue and capital expenditure budgets are falling commensurate with the significant drop in crude that began last summer. 15 Baron Asset Fund Portfolio Structure At March 31, 2015, Baron Asset Fund held 64 positions. The Fund’s 10 largest holdings represented 34.6% of assets, and the 20 largest represented 54.8% of assets. The Fund’s largest weighting was the Information Technology sector at 21.5% of assets. This sector includes software companies, IT consulting firms, and credit card processors. The Fund held 20.9% of its assets in the Health Care sector, which includes investments in life sciences companies, health care equipment and supplies companies, and health care technology companies. The Fund held 19.2% of its assets in the Industrials sector, which includes investments in manufacturers, distributors, and information services firms. The Fund also had significant weightings in Consumer Discretionary at 16.0% of assets and Financials at 11.5% of assets. Table IV. Top 10 holdings as of March 31, 2015 Market Quarter Cap End When Market Percent Year Acquired Cap Amount of Net Acquired (billions) (billions) (millions) Assets Gartner, Inc. IDEXX Laboratories, Inc. Vail Resorts, Inc. Illumina, Inc. Verisk Analytics, Inc. FleetCor Technologies, Inc. Mettler-Toledo International, Inc. SBA Communications Corp. FactSet Research Systems, Inc. Arch Capital Group Ltd. 2007 2006 1997 2012 2009 2012 $2.9 2.5 0.2 5.3 4.0 2.9 $ 7.3 7.2 3.8 26.7 11.3 13.8 $134.2 125.9 103.4 100.2 96.4 90.6 4.7% 4.4 3.6 3.5 3.4 3.2 2008 2007 2.4 3.8 9.2 15.2 90.4 86.1 3.2 3.0 2006 2003 2.5 0.9 6.6 7.7 81.2 80.1 2.8 2.8 Recent Activity During the past quarter, the Fund established four new positions and added to six others. The Fund also sold three positions and reduced its holdings of 18 others. Table V. help insurers identify gaps in care, quality, data integrity and financial performance. Clients can act on these analytical insights by leveraging Inovalon’s intervention platforms, which help drive improvement in clinical and quality outcomes, utilization, and financial performance across the health care landscape. Inovalon’s platforms are also used for regulatory, compliance, and internal reporting. Inovalon’s growth is being driven by powerful secular drivers. Most notable are the urgent national need to reduce inexorable health care cost inflation, and the evolution of our health care system to value-based delivery from consumption-based delivery. We believe that Inovalon already plays an important role in helping payors reduce costs, improve utilization, and transition to a value based environment, and we expect that the company’s data and analytic platforms will ultimately play a broader role across the health care ecosystem over time. Additionally, we believe that enhanced health care reporting requirements, growth in the number and complexity of diseases, diagnostics, and treatments, and growth in digital health care data will require the broader health care ecosystem to depend more heavily on Inovalon’s data analytics and workflow tools. Inovalon serves a vast addressable market. According to a McKinsey study, using data analytics could drive improvements in health care cost, efficiency, and fraud reduction worth $300-$450 billion annually. In general, we believe that analytics vendors can capture around 1/8-1/10 of value delivered, which implies a total market opportunity of $33-$50 billion annually. Management estimates that its core payor market represents a $14 billion annual revenue opportunity, implying that the company is less than 3% penetrated. Over time, we expect the company to expand its focus to serve providers, global pharma and life science companies, and consumers, which have the potential to increase the opportunity by 3-4 times. The company has an enviable financial model. Inovalon boasts 98% retention rates and enjoys high levels of recurring revenue, most of which is generated via multi-year contracts. The company generates EBITDA margins that are approaching 40%, and embedded operating leverage coupled with a positive mix shift towards analytics from manual processes should drive margins higher over time. Finally, the company offers robust conversion of its earnings to free cash flow. When coupled with a strong balance sheet, we see ample liquidity for the company to re-invest heavily in its own organic growth profile while making strategic acquisitions to help expand its range of services. Top net purchases for the quarter ended March 31, 2015 Quarter End Amount Market Cap Purchased (billions) (millions) Inovalon Holdings, Inc. WABCO Holdings Inc. Towers Watson & Co. Receptos, Inc. SS&C Technologies, Inc. $4.5 7.2 9.2 5.2 5.3 $33.6 13.4 12.0 10.4 10.0 The Fund initiated a position in Inovalon Holdings, Inc., a health care data and analytics company that came public during the quarter. The foundation of the company is its proprietary data set called Medical Outcomes Research for Effectiveness and Economics (MORE2), which contains records of 9.2 billion medical events collected from 120 million unique patients. This data is used to power Inovalon’s suite of advanced analytics, which 16 Table VI. Top net sales for the quarter ended March 31, 2015 Amount Sold (millions) Discovery Communications, Inc. Wynn Resorts Ltd. Dick’s Sporting Goods, Inc. DeVry Education Group, Inc. Helmerich & Payne, Inc. $24.0 15.3 13.6 12.9 12.4 We sold our remaining stake in Discovery Communications, Inc., which provides programming to cable television operators, over concerns that content providers will find it increasingly difficult to recognize annual pricing increases from operators in a world of fragmenting media consumption technologies. We reduced Wynn Resorts Ltd. amidst March 31, 2015 uncertainty about the scope of restrictions the Chinese government will continue to impose on the Macau gaming market. We reduced our position in Dick’s Sporting Goods, Inc. when shares rose on takeover speculation that we didn’t believe was warranted. We sold our remaining stake in DeVry Education Group, Inc. over concerns about the long-term challenges facing even the best-managed for-profit education companies. We reduced our stake in land driller Helmerich & Payne, Inc. on concerns about its ability to prosper in an environment with oil prices near $50 per barrel. Baron Asset Fund Thank you for investing in Baron Asset Fund. Our entire Firm and our research department, in particular, are committed to justifying your ongoing confidence and support. I remain a significant investor in the Fund alongside you. Sincerely, Outlook We believe that mid-sized growth stocks continue to represent an attractive investment opportunity. The U.S. economy remains among the world’s healthiest, its equity market multiples remain within the range of their long-term historic averages, and interest rates continue to be quite low by historic standards. The recent drop in energy prices should generate ongoing corollary benefits for many domestic companies. We believe that our portfolio of well-managed, competitively advantaged, fast growing companies will continue to perform well in this environment. Andrew Peck Portfolio Manager April 30, 2015 For more information about this Fund please scan this QR code with any bar code reader on your mobile device. Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. The Adviser believes that there is more potential for capital appreciation in mid-sized companies, but there also may be more risk. Specific risks associated with investing in mid-sized companies include that the securities may be thinly traded and they may be more difficult to sell during market downturns. Prior to February 15, 2007, the Fund’s strategy was to invest primarily in small and mid-sized growth companies. Since then, the Fund’s investment strategy has shifted to mid-sized companies. The Fund may not achieve its objectives. Portfolio holdings are subject to change. Current and future portfolio holdings are subject to risk. The discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio managers only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Asset Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. 17 Baron Growth Fund Dear Baron Growth Fund Shareholder: Performance Baron Growth Fund gained 4.68% during the first calendar quarter of 2015. The Russell 2000 Growth Index, the small cap benchmark against which we measure our results, advanced 6.63%. The Fund underperformed principally because we owned less health care, more specifically biotech. Biotech was one of the best performing industries not only during this period but since 2012. The Fund’s performance compared favorably to the S&P 500 Index that measures the performance of larger companies. The S&P 500 increased less than 1% during the quarter. The outperformance by small and mid-cap growth companies compared to large cap stocks in the first quarter is a notable reversal of last year’s trend. Table I. Performance (Retail Shares) Annualized for periods ended March 31, 2015 Three Months3 One Year Three Years Five Years Ten Years Fifteen Years Since Inception (December 31, 1994) Baron Growth Fund1,2 Russell 2000 Growth Index1 S&P 500 Index1 4.68% 9.07% 17.31% 15.69% 8.76% 9.00% 13.78% 6.63% 12.06% 17.74% 16.58% 10.02% 4.17% 8.07% 0.95% 12.73% 16.11% 14.47% 8.01% 4.15% 9.77% Much like the fourth quarter of 2014, U.S. stock markets experienced broad swings during the first quarter of 2015. Underpinning this volatility were further declines in oil prices, fears of interest rate hikes, and the negative impact of a rapidly strengthening dollar on U.S. trade. Regardless, U.S. companies’ domestic profits reached a record high during the period. We believe that is an important reason fast growing small and mid-cap companies, which are less dependent on exports, outperformed. The Fund’s investments are focused on such companies. The Fund does not change its investment approach because certain types of stocks are in or out of favor in the short term. We take a long-term view, investing in companies with significant growth opportunities, durable competitive advantages, exceptional managements, and strong balance sheets, at prices we believe are attractive. We continue to believe the growth businesses in which we have invested could double in size within five years. These investments consist primarily of companies with higher operating profit margins, more favorable returns on capital, and significantly lower RONALD BARON CEO AND PORTFOLIO MANAGER Retail Shares: BGRFX Institutional Shares: BGRIX earnings volatility than the average results of securities in passive benchmarks. We believe these characteristics should offer the Fund’s shareholders significant excess returns over the long term. We obviously cannot guarantee that will continue to be the case. Although the Fund’s “absolute” performance was below its benchmark’s during the past year, the Fund’s “risk adjusted” return, otherwise known as “alpha,” was substantially better than its benchmark for three years, five years and from inception. (It was modestly better for the past ten years.) We think this is because the Fund invests in less “risky” stocks as measured by volatility, otherwise known as “beta.” We believe one reason our investments are less volatile is that the Fund’s portfolio holdings have about half the standard deviation of their earnings (their earnings are more consistent and less cyclical) than its benchmark. Please see Table II. “Tastes great…less filling.” Although we believe the Fund will outperform its benchmark over the long term, the Fund does not attempt to outperform its benchmark every year. The Fund has outperformed the Russell 2000 Growth Index 63% of the time in 12month rolling returns; 71% of the time in 5-year rolling returns; and 94% of the time in 10-year rolling returns. The Fund has provided 5.71% of annualized excess returns from its inception compared to its index. The Fund has also provided 7.71% annual “alpha” since its inception. However, since in our opinion, the characteristics of the businesses in which the Fund invests are superior, on average, to those of “passive benchmarks” and their valuations are Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares as of September 30, 2014 was 1.29%. The performance data quoted represents past performance. 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. The Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month end, visit www.BaronFunds.com or call 1-800-99BARON. 1 2 3 The indexes are unmanaged. The Russell 2000® Growth Index measures the performance of small-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends, which positively impact the performance results. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell is a trademark of Russell Investment Group. The performance data in the table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 18 Baron Growth Fund March 31, 2015 similar, we expect the Fund to outperform over the long term. In the past, when the Fund has underperformed, it has significantly outperformed in following periods and for the long term. See Table III. “Any Time at All.” We can obviously not assure you this will again be the case. Table II. “Tastes great…less filling.” Miller Lite. 1974. “Better alpha (better return adjusted for “risk”)…less beta (less risk defined as “volatility”).” Baron Growth Fund. 2015. Performance Based Characteristics as of March 31, 2015 Baron Growth Fund Time Interval 3 Years 5 Years 10 Years Since Inception Alpha (%) Beta Upside Capture (%) Downside Capture (%) 4.77 0.69 79.65 59.00 2.81 0.76 80.11 68.88 0.55 0.80 79.62 77.14 7.71 0.68 82.47 60.55 Standard Deviation of YoY Earnings Growth Quality Characteristics Baron Growth Fund Russell 2000 Growth Index Difference Shares of MAXIMUS Inc., a provider of outsourced government health and human services in the U.S., U.K. and Australia, rose in the first quarter. MAXIMUS was awarded about $1.3 billion in contracts in Q1, including the new U.K. Health Assessment. Signed contracts year to date are already $1.8 billion vs. $2 billion in 2014. Its pipeline, which represents RFPs to be released in the next six months, is $3.6 billion, which we think will support 15% top line growth through 2016. It also announced the accretive acquisition of government tech contractor Acentia. (Susan Robbins) Shares of regional gaming company Pinnacle Entertainment, Inc. increased sharply in the quarter on strong industry fundamentals and improved spend at its properties, leading to higher revenue and margins across its portfolio. An offer by Gaming and Leisure Properties, Inc. to purchase Pinnacle’s real estate assets also boosted its shares. We believe the deal will eventually be consummated, albeit likely at a higher price than the current offer. (David Baron) 95.6 172.5 –76.9 Table III. Table V. “Any Time at All.” “The Long and Winding Road” Bush Years “Here Comes “Yesterday” 2000-2008 the Sun” Clinton Years 9/11; Iraq; Obama Years 1992-2000 Afghanistan; 2008-2015 Internet Bubble Housing Bubble; Recovery “Any Time 12/31/99 P/E 33x Financial Panic P/E 16.8x at All” Annualized Returns Inception Inception 12/31/94 to 12/31/99 to 12/31/08 to 12/31/94 to 12/31/99 12/31/08 3/31/15 3/31/15 Baron Growth Fund Russell 2000 Growth Index S&P 500 Index Shares of athletic apparel company Under Armour, Inc. increased in the quarter, on the strength of yet another quarter of record results. Sales grew over 30% and easily surpassed estimates. Its core apparel product continues to sell well, and, importantly, the company appears to be gaining traction in footwear. That business is continuing its momentum and broadening its distribution points. Additionally, Under Armour has expanded its online presence through acquisitions, which we think will augment purchase frequency and price points. (Michael Baron) 29.90% 2.46% 19.00% 13.78% 18.99% 28.56% –4.71% –3.60% 19.94% 16.65% 8.07% 9.77% Table IV. Top contributors to performance for the quarter ended March 31, 2015 Year Acquired Under Armour, Inc. MAXIMUS, Inc. Pinnacle Entertainment, Inc. MSCI, Inc. Dick’s Sporting Goods, Inc. Market Cap Quarter When End Market Acquired Cap Total (billions) (billions) Return 2005 2011 $1.0 1.2 $17.4 4.4 2013 2007 0.9 1.8 2004 1.4 Percent Impact 18.92% 21.83 0.62% 0.45 2.2 6.9 62.20 29.64 0.43 0.39 6.8 15.06 0.39 Top detractors from performance for the quarter ended March 31, 2015 Quarter Market End Market Cap Cap or When Market Cap Year Acquired When Sold Total Acquired (billions) (billions) Return Lumber Liquidators Holdings, Inc. AO World plc ITC Holdings Corp. DeVry Education Group, Inc. Targa Resources Corp. 2010 2014 2005 $0.6 2.0 0.8 $1.0 1.1 5.8 1995 2010 0.4 0.9 2.4 5.4 Percent Impact –44.97% –0.48% –37.52 –0.44 –7.04 –0.22 –25.25 –9.12 –0.20 –0.18 Shares of hardwood flooring retailer Lumber Liquidators Holdings, Inc. fell sharply during the quarter after a 60 Minutes segment aired allegations that one of its products is not compliant with California regulations due to higher than permitted levels of formaldehyde. The company steadfastly rejects the claims. Management believes they have implemented significant quality control checks within the supply chain. Regardless, the company is likely to face elevated legal expenses in the short term as well as possible lost sales. We sold our shares. (Matt Weiss) AO World plc is the leading online seller of major domestic appliances in the U.K., with a 12% market share. AO’s optimization of proprietary software and logistics and focus on customer service sets it apart from competitors. Shares in the last quarter were pressured by a slower growth forecast, following sharply higher sales in the wake of AO’s IPO last May. The company has said that it expects growth to reaccelerate in the second half of 2015, driven by improving sales in the U.K. and a continued ramp up in Germany. (Ashim Mehra) 19 Baron Growth Fund The stock of ITC Holdings Corp., the nation’s largest independent transmission company, fell in the first quarter. An expected increase in interest rates contributed to overall sector weakness as investors exited utilities and other yield-oriented investments. The primary drivers for transmission investment – reliability and connection of new generation (including renewables) – remain intact, and we believe ITC has robust prospects for growth and will execute on its growth strategy and concurrent five-year capital plan. (Rebecca Ellin) Recent Purchases During the quarter, we took advantage of market volatility and added opportunistically to several new and existing investments. Since the beginning of the year, the Fund has invested nearly $150 million in 12 companies with average market capitalizations of $1.6 billion. The Fund invests only in small cap businesses with significant competitive advantages that possess large addressable market opportunities. We monitor their progress closely. We sell them after they’ve become larger, successful companies and reinvest the proceeds in small cap growth businesses. We sell sooner if we believe we’ve made a mistake in judgement or fundamentals of a business become less favorable. robust growth driven by its focus on specialty pharmacy, high touch model, strong clinical capabilities, scalable infrastructure, lack of channel conflicts and national footprint. Diplomat is also benefiting from the industry trend towards limited distribution - 40% of its revenue now comes from its portfolio of 80+ limited distribution drugs. (Susan Robbins) Foundation Medicine, Inc. offers proprietary genomic tests for patients with cancer. These tests use next generation DNA sequencing to analyze over 300 cancer genes for genomic alterations, enabling physicians to match the alterations with targeted therapies and clinical trials. Foundation has also developed a web-based portal that links pharmaceutical companies to oncologists, and provides all constituents with broad-based information about discovered alterations and the effectiveness of drugs used to treat them. In January, Roche Holdings announced a broad strategic relationship with Foundation, which included a $1 billion investment in Foundation shares, plans to co-market Foundation’s tests overseas, development of additional genomic tests, and use of Roche’s US sales force to educate physicians about the advantages of Foundation’s technology. We believe the company is well positioned to take share in the emerging multi-billion dollar complex cancer diagnostics market. (Neal Kaufman) Portfolio Structure And Strategy Table VI. Top net purchases for the quarter ended March 31, 2015 AO World plc Diplomat Pharmacy, Inc. Foundation Medicine, Inc. Oaktree Capital Group, LLC The Container Store Group, Inc. Year Acquired Market Cap When Acquired (billions) Quarter End Market Cap (billions) Amount Purchased (millions) 2014 2015 2015 2012 $2.0 2.0 1.3 1.5 $1.1 2.0 1.4 2.5 $37.8 27.5 25.5 10.5 2015 0.9 0.9 9.4 In the quarter, we increased our position in AO World plc. AO World is the UK’s leading online retailer of major domestic appliances. The company has more than 12% of the overall UK major domestic appliance (MDA) market and sets itself apart from its competitors through its proprietary software, optimized supply chain, and stellar customer service. AO is positioned to benefit by a secular move to online buying, fueled by competitive pricing, better selection and outstanding customer service. The company will also benefit as they grow their share of the UK (MDA) market, expand into the larger German market, and enter new Western European markets. (Ashim Mehra) Diplomat Pharmacy, Inc. is the largest independent specialty pharmacy in the U.S. and the fourth overall with revenues of $2.2 billion. Diplomat distributes high cost drugs targeted at small patient populations with complex and chronic diseases like cancer, MS, and HIV. Such drugs typically require special handling and administration. Diplomat participates in the fastest growing segment of the pharmaceutical market without assuming individual product risk. This segment is driven by the proliferation of new biotech and orphan drugs. The $78 billion specialty drug industry grew 25% in 2014, with 50% growth projected by 2018. Diplomat grew its revenue almost 50% in 2014. Since 2005 it has achieved 65% organic revenue CAGR vs the industry’s 15%. We believe the company can continue its 20 The Fund owns 88 stocks. The top 10 holdings comprise 29.1% of the Fund. We believe this diversified Fund offers investors potentially better than market returns with less “risk.” “Risk” is defined as volatility and is called “beta.” The Fund’s “beta” since inception is 0.68. This means our portfolio has been 68% as volatile as its benchmark while significantly outperforming its benchmark. Our strategy to accomplish this is to invest for the long term in a diversified portfolio of appropriately capitalized, well-managed, growing, small cap businesses at attractive prices. The Fund’s average portfolio turnover rate for the past three years is 9.13%. This means the Fund has an average holding period for its investments of over 10 years. This contrasts sharply with the average small cap mutual fund which typically “turns over” its portfolio every 15 months. We invest in small cap companies at time of purchase that we believe have the potential to double in size within four to five years. We believe that a portfolio of investments diversified among several industries all of which are dependent upon different, non-correlated fundamentals will likely reduce portfolio volatility. In addition, many of the companies in which the Fund invests have significant recurring revenue, which makes their earnings less volatile than the Russell 2000 Growth Index. We find all these businesses through our dedicated research effort. Our holdings’ significant barriers to competitive threats provide pricing power. Most of our companies reinvest in their businesses to increase their revenues and margins over the long term. We believe the Fund has an opportunity to meet its objectives, although there is no guarantee that it will do so. While we do not try to predict short-term “macro” developments or current events, we believe conditions remain favorable for the economy and stocks. U.S. economic growth is accelerating and we believe stocks remain attractively valued, trading around 16.9 times earnings, roughly in-line with the market’s long-term average vaulation. U.S. GDP ended last year with the strongest growth since the financial crisis. Job growth is strong and disposable income and net worth are increasing. During the quarter, the unemployment rate fell to 5.5%, a post-recession low. Consumer confidence now stands at a multi-year high. Auto and housing sales are up and home prices continue to increase. The decline in Baron Growth Fund March 31, 2015 oil prices, while challenging for the energy sector, is a positive for the U.S. economy and non-energy-related stocks. Money saved on energy-related costs can be spent elsewhere. Table VII. Top 10 holdings as of March 31, 2015 Market Quarter Cap End When Market Percent Year Acquired Cap Amount of Net Acquired (billions) (billions) (millions) Assets Under Armour, Inc. The Middleby Corp. FactSet Research Systems, Inc. ITC Holdings Corp. Arch Capital Group Ltd. Gartner, Inc. Dick’s Sporting Goods, Inc. Vail Resorts, Inc. MAXIMUS, Inc. CoStar Group, Inc. 2005 2011 $1.0 1.6 $17.4 5.9 $310.9 261.8 3.8% 3.2 2006 2005 2002 2007 2.5 0.8 0.4 2.3 6.6 5.8 7.7 7.3 254.7 246.1 243.3 236.9 3.1 3.0 2.9 2.9 2004 1997 2011 2004 1.4 0.2 1.2 0.7 6.8 3.8 4.4 6.4 228.0 213.5 200.3 197.8 2.8 2.6 2.4 2.4 Thank you for investing in Baron Growth Fund. Thank you for joining us as fellow shareholders in Baron Growth Fund. We believe the growth prospects for the businesses in which Baron Growth Fund has invested continue to be favorable. We continue to work hard to justify your confidence and trust in our stewardship of your family’s hard-earned savings. We will also continue to provide you with information that I would like to have if our roles were reversed. This is so you will be able to make an informed judgment about whether Baron Growth Fund remains an appropriate and attractive investment for your family. Respectfully, Ronald Baron CEO and Portfolio Manager April 30, 2015 For more information about this Fund please scan this QR code with any bar code reader on your mobile device. Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. The Adviser believes that there is more potential for capital appreciation in smaller companies, but there also may be more risk. Specific risks associated with investing in smaller companies include that the securities may be thinly traded and they may be more difficult to sell during market downturns. The Fund may not achieve its objectives. Portfolio holdings are subject to change. Current and future portfolio holdings are subject to risk. The discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio managers only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Growth Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. Beta: measures a fund’s sensitivity to market movements. The beta of the market (Russell 2000 Growth Index) is 1.00 by definition. P/E: the price earnings ratio is a valuation ratio of a company’s current stock price to its actual earnings per share. Upside Capture: explains how well a fund performs in time periods where the benchmark’s returns are greater than zero. Downside Capture: explains how well a fund performs in time periods where the benchmark’s returns are less than zero. Standard Deviation of YOY EPS Growth: is calculated by taking the 5-year standard deviation of year-over-year (“YOY”) LTM EPS growth. The standard deviation is used to measure the spread around the average or mean. In other words, it indicates whether the values being considered differ greatly from each other. The smaller the standard deviation, the smaller the spread. Standard deviation is determined by first finding the average of the data set. Each data item is then subtracted from the average, and the difference is squared. The sum of the squared values is divided by the number of data items minus one. The function returns the square root of that value. 21 Baron Small Cap Fund Dear Baron Small Cap Fund Shareholder: Performance Baron Small Cap Fund had a good first quarter, gaining 5.64% in the period ended March 31, 2015. This compares to gains of 6.63% for the Russell 2000 Growth Index and 0.95% for the S&P 500 Index. The market continued to be quite volatile in the quarter, weak at the beginning of the year and strengthening as the quarter went on, as economic reports continued to point to a strong U.S. economy, while interest rates remained low and inflation very modest. Employment data has been blowing through estimates with non-farm payroll increases regularly over 200,000 per month. Small cap stocks significantly outperformed the overall market. We consider this a natural reversal from the previous year’s underperformance; small caps took a back seat to larger stocks last year, therefore becoming relatively more attractive. The U.S. dollar continued to strengthen and now has risen about 20% against the trade weighted index of other currencies. This affects small companies (and our portfolio) less than the broad indexes, since these companies generate more of their profits from domestic operations, another factor aiding small stocks. The increase in the dollar negatively affected reported earnings in the fourth quarter and caused many companies to reduce projections for early 2015, causing some commotion during the quarter. CLIFF GREENBERG PORTFOLIO MANAGER Retail Shares: BSCFX Institutional Shares: BSFIX Table II. Top contributors to performance for the quarter ended March 31, 2015 Percent Impact Table I. Performance (Retail Shares) Annualized for periods ended March 31, 2015 Baron Small Cap Fund1, 2 Three Months3 5.64% One Year 8.49% Three Years 15.48% Five Years 15.02% Ten Years 8.73% Since Inception (September 30, 1997) 10.29% Russell 2000 Growth Index1 6.63% 12.06% 17.74% 16.58% 10.02% 5.80% S&P 500 Index1 0.95% 12.73% 16.11% 14.47% 8.01% 6.51% Our best performers reported favorable developments during the quarter. Also, there were announcements that four of our holdings were acquired during the period, which we view as a positive trend. Advent Software, Inc. ICON plc Acuity Brands, Inc. Gaming and Leisure Properties, Inc. Berry Plastics Group, Inc. 0.57% 0.51 0.46 0.44 0.42 Advent Software, Inc., a leading provider of software and services to investment managers, is being acquired by SS&C Technologies at a significant premium and its stock rose over 40% during the quarter. We have owned the stock for six and a half years, and, in the aggregate, our firm owned 9.2% of its shares. Advent is being acquired at 17 times estimated 2015 EBITDA, which is a rich multiple. Since the deal was accretive and strategic to the acquirer, its shares also lifted. Also in the quarter, MWI Veterinary Supply, Inc., a distributor of vet products, was acquired at 40 times 2015 estimated earnings by Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares as of September 30, 2014 was 1.30%. The performance data quoted represents past performance. 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. The Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month end, visit www.BaronFunds.com or call 1-800-99BARON. 1 2 3 The indexes are unmanaged. The Russell 2000® Growth Index measures the performance of small-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends, which positively impact the performance results. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell is a trademark of Russell Investment Group. The performance data in the table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 22 March 31, 2015 Baron Small Cap Fund Amerisource Bergen to enter animal health. Auspex Pharmaceuticals, Inc., our first foray into biotech investing, rose over 42% when it was announced that the drug company was being bought by Teva Pharmaceutical to strengthen its CNS franchise. Lastly, the CEO of SFX Entertainment, Inc., the electronic music concert promoter, announced that he was bidding to take the company private. ICON plc, a leading global CRO (contract research organization) rose after reporting strong results and materially raising guidance. We continue to like the trends towards outsourcing, as we explained in our last quarterly letter and now own three companies in the industry (PRA Health Sciences, Inc., and INC Research Holdings, Inc., which together equal 2.6% of the portfolio). Acuity Brands, Inc., the leading domestic provider of lighting solutions, continues to benefit from secular demand for more energy efficiency and the rapid adoption of LED lighting. Sales of LEDs grew 70% in the quarter, now representing over 40% of sales, which drove earnings growth of 37%. We are excited about the recent acquisition of a building automation firm, as we see a great fit with Acuity’s fixtures and controls offerings. Gaming & Leisure Properties, Inc. (GLPI), the REIT which finances regional casino operators, advanced after they announced interest in acquiring the real estate assets of rival operator Pinnacle Entertainment. The deal would be super accretive for GLPI and also a boon for Pinnacle, so we hope it comes to pass. Shares of Berry Plastics Group, Inc., a leading plastic packaging company, rose as the company reported that major customers have increased interest in its Versalite cup, which is a replacement for Styrofoam. Also, the drop in resin prices, an oil derivative, should provide a nice tailwind to near-term results going forward and lower the cost of plastic containers, which should accelerate the conversion from glass and metal containers. Other stocks that rose about 20% or more in the quarter include: Mattress Firm Holding Corp., Cognex Corp., Rally Software Development Corp., NORD Anglia Education Inc., Fairway Group Holding Corp., Summit Materials, Inc., Interface, Inc., GrubHub Inc. and Abengoa Yield plc. Table III. Top detractors from performance for the quarter ended March 31, 2015 Percent Impact Lumber Liquidators Holdings, Inc. Fossil Group, Inc. FEI Company Del Frisco’s Restaurant Group, Inc. Targa Resources Corp. –0.46% –0.33 –0.23 –0.17 –0.15 Shares of Lumber Liquidators Holdings, Inc., the retailer of hardwood flooring, fell sharply in the quarter after a national news show aired a scathing report alleging that some of its products contained high levels of dangerous chemicals. The company steadfastly rejects the claims and maintains that its products meet the applicable manufacturing standards and are safe. The stock is heavily shorted and has long been controversial. We expect the company’s sales to be negatively affected in the near term and legal expenses to be elevated, so we have trimmed back our position as we study these issues going forward. Fossil Group, Inc. sells watches and accessories under its own brand and many prominent licenses. Earnings were hurt by the strong dollar. We believe sales will be hampered by the debut of the Apple watch, so we have reduced our holdings. We still respect the company as a category-killer, see great opportunity for it to expand sales globally, and believe the company will benefit from the trend in “wearables” over time. FEI Company, maker of electron microscopes, lowered guidance primarily because of currency issues that will dampen earnings growth for this year. We like the long-term growth opportunities, which we do not think are reflected in the present stock price. Del Frisco’s Restaurant Group, Inc., the operator of three steakhouse concepts, lowered earnings guidance as near-term margins were pressured by one-off sales shortfalls. We believe this is temporary, and that the company is on the verge of significant long-lasting growth, so we increased our position on weakness. Other stocks that declined about 20% or more in the quarter include Flotek Industries, Inc., The KEYW Holding Corp. and SunCoke Energy Partners LP. Portfolio Structure As of March 31, 2015, the Fund had $5.49 billion under management and was invested in 99 common stocks. At the end of the quarter, the top 10 positions represented 26.6% of the Fund’s assets. Most of these biggest positions have been long time holdings of the Fund. Table IV. Top 10 holdings as of March 31, 2015 Quarter End Investment Percent Year Value of Net Acquired (millions) Assets SBA Communications Corp. TransDigm Group, Inc. Gartner, Inc. Berry Plastics Group, Inc. Acuity Brands, Inc. Brookdale Senior Living, Inc. Bright Horizons Family Solutions, Inc. Waste Connections, Inc. The Ultimate Software Group, Inc. FleetCor Technologies, Inc. 2004 2006 2007 2012 2011 2005 2013 2009 2008 2010 $193.2 191.4 167.7 162.9 138.7 132.1 120.4 120.4 119.0 113.2 3.5% 3.5 3.0 3.0 2.5 2.4 2.2 2.2 2.2 2.1 We continue to focus our efforts on increasing the Health Care portion of the portfolio and have raised exposure again this quarter, though we still are considerably underweight compared to the Russell 2000 Growth Index. Our weightings in Consumer Discretionary stocks have declined, as has our Energy exposure, which is now mostly all in MLP investments. During the quarter, we adopted new market cap parameters that define “small cap” stocks in order to be more aligned with industry standards. We can now purchase companies up to the Russell 3000 Small Cap break point, which is currently $3.38 billion, and under certain conditions up to $4.5 billion, which is the largest market cap in the Russell 2000 Growth Index. Before we were limited to buying stocks under $2.5 billion. We believe this higher limit will create opportunities to find investments in the full range of companies that comprise the benchmark against which we are compared, so we very much favor the change. However, we recognize that we manage a fund with a higher than normal median market cap, brought about by our 23 Baron Small Cap Fund proclivity to hold onto our stocks for a longer term than most others. We plan to continue to fund our purchases of small caps by harvesting gains in our larger companies, which we believe will enable us to continue to manage the overall market cap of the Fund appropriately, even if we can buy into a bit larger company to start with. Another benefit to having the somewhat higher threshold is that it will allow us to scale up position sizes more easily. We expect our turnover to increase somewhat with the change, which was the case in the first quarter. Recent Activity Table V. Top net purchases for the quarter ended March 31, 2015 Year Acquired Catalent, Inc. Diplomat Pharmacy, Inc. Summit Materials, Inc. The Spectranetics Corporation Electronics For Imaging, Inc. 2014 2015 2015 2015 2015 Quarter End Amount Market Cap Purchased (billions) (millions) $3.9 2.0 2.0 1.5 2.0 $25.2 25.1 23.1 21.0 20.1 Catalent, Inc. is the leading “contract manufacturer” to the pharmaceutical industry, producing more than 70 billion commercial doses of medicines annually for nearly 7,000 customer products. They provide advanced delivery technologies for oral, injectable and respiratory administration of the drugs. The business was founded in the 1930s with softgel know how and the technologies and service portfolio have been developed over 80 years. The company was bought by drug distributor giant Cardinal Health in the late 90s, and they made additional acquisitions to expand capabilities. Blackstone acquired the business in 2007 and strategically culled its offerings and added a sales and marketing focus that has led to a lift in active development programs. Catalent has long standing relationships with its major pharmaceutical companies, particularly for advanced delivery tasks, where they “follow the molecule” through all phases of a drug’s lifecycle. Catalent starts collaborating in drug development to drive better formulations and faster time to approval. This results in a mandate to produce the finished dose throughout the life of the product, which often lasts for decades. Drug manufacturers have continued to outsource manufacturing to tap into the expertise of third party providers and because of the increased regulatory burdens and complexity of the supply chain. This all results in a very visible annuity-like business model for Catalent, that we value highly. Growth comes from the increase in doses of existing manufactured drugs, from layering on new products that are launched and by acquiring other companies to add capabilities and relationships. The company earns high EBITDA margins (close to 25%) and generates significant free cash flow which supported a hefty debt load when private. As a public company, we believe the company can grow organic revenues at mid single digits, grow operating profits at high single digits, and earnings 24 at double digits, with the benefit of debt repayment and share repurchases. We expect this to be supplemented by acquisitions, and we believe, as the largest player in its industry, the company is a great platform and an accomplished integrator. The company came public at nine times projected current year EBITDA and ten times earnings. We participated in its IPO last July. We think the stock should trade closer to 12 times future cash flow and 20 times earnings. We bought more stock recently to beef up our position which we were only able to do because of the expansion of market cap parameters for the Fund. Diplomat Pharmacy, Inc., is the largest independent specialty pharmacy and fifth largest overall. The company provides customized patient care management programs (including dispensing of medications) for specialty drugs, which are typically high cost products that treat chronic conditions and require specialized administration and handling. The company is operated by the founding family, which started as a simple retail pharmacy in the Midwest in 1975, went national in 2005 (when it did $27 million in revenues) and has grown to a business now doing over $2 billion in revenues. Pretty extraordinary. The specialty pharmacy market is large and growing rapidly, as more complex drugs are introduced by biotechs and in need of special services. Industry spending was $50 billion in 2012 and is expected to grow to $120 billion in 2018, or roughly a 20% compound growth rate. Specialty drug approvals comprised 50% plus of all FDA drug approvals in 2014, and there are 3,000 plus oncology and immunology drugs, Diplomat’s sweet spot about 75% of revenues, in the global drug development pipeline. As an independent operator (not part of a large Pharmacy Benefit Manager or “PBM”), Diplomat has a unique competitive position, singularly focused on specialty with a high touch model and entrepreneurial culture. They have built strong relationships with both payors and pharmaceutical companies, and are well situated as drug companies move more to “limited distribution,” providing Diplomat exclusive or preferred dispensing rights to certain newly approved drugs. All this bodes well for Diplomat to continue to take market share and grow considerably faster than the industry. Since going public, revenues have grown 49% organically relative to industry growth of 25%. As the top line expands, we expect EBITDA margins to improve from the present level of 1.8% towards 2.5% and beyond. And we expect the company to make strategic and accretive acquisitions to enhance growth. The company recently announced the acquisition of a specialty infusion company, which cements Diplomat’s leadership position in this niche and expands potential channels to new disease states and therapeutic categories. All in all, a very exciting high growth business. We purchased at a $1.7 billion enterprise value (and a high multiple of recent earnings) but we envision the possibility of it being worth multiples of that in time. In the quarter, we also bought positions in aggregates company, Summit Materials, Inc.; in a medical device manufacturer, The Spectranetics Corporation (thank you Baron Discovery Fund for the idea); and digital printer, Electronics for Imaging, Inc. March 31, 2015 Baron Small Cap Fund Table VI. Top net sales for the quarter ended March 31, 2015 Year Acquired MWI Veterinary Supply, Inc. SBA Communications Corp. Rexnord Corp. Gartner, Inc. Lumber Liquidators Holdings, Inc. Market Quarter End Cap Market Cap or When Market Cap Amount Acquired When Sold Sold (billions) (billions) (millions) 2014 $1.8 $2.5 $59.9 2004 2012 2007 0.2 1.6 2.2 15.2 2.7 7.3 28.6 26.3 20.7 2010 0.6 0.8 16.4 increases many domestic companies are implementing to retain talent; and the price of oil has bounced off the bottom, so deflation does not seem to be a concern. Funny how that happens. There is much focus, and anxiety, about when the Fed will raise interest rates, which now may not be imminent. We view this as inevitable, but expect modest and gradual increases. We do not believe it will change the investment environment much. We do not see a recession in the offing, nor are we concerned with significant increases in interest rates or inflation. We believe if anything is to make the bull look like a bear, it will be economic contagion brought on by issues outside of the States likely caused by the aftershock of the precipitous drop in the price of oil and commodities and the slowdown in growth in emerging markets. During the quarter, we exited MWI Veterinary Supply, Inc. on its acquisition. We sold all of our SunCoke Energy, Inc., and half of the sister MLP SunCoke Energy Partners LP, when one of their customers announced it was closing a plant that SunCoke supplied. We reduced our stakes in SBA Communications Corp. and Gartner, Inc., two of our large positions and long-term winners, to raise funds to buy positions in smaller companies demonstrating our commitment to managing the Fund as a small cap portfolio. Valuations remain stretched and investor confidence is very high, which makes us a little queasy. Still, we march on with our high quality businesses that we believe can continue to significantly grow their profits and value over time. Maybe these higher valuations are justified for these special businesses in this low rate environment. The take outs of some of our stocks at big premiums seem to be making this point. We believe this is the proper positioning as long as we see room to make good returns over the long term, without being too focused on trying to predict the near future. To this task, we continue to uncover exciting new companies to add to the portfolio, and very much like our holdings. Outlook Thanks very much for investing in the Fund and giving us the privilege of managing some of your assets. As we are six years into a bull market that is up 200%, the rally lost steam in the first quarter with the broad indexes flat. . . (though we are pleased to have made nice absolute returns). By quarter’s end, domestic economic momentum seemed to have slowed, highlighted by a weak employment report for March. Many companies are foreshadowing that corporate earnings reports will be constrained by the rise in the dollar. Interestingly, some of the things that were most concerning earlier in the year have reversed. European economies are improving and the U.S. no longer seems “decoupled” (meaning doing well while all others struggle) from the rest of the world; inflation seems to be perking up as seen in the recent wage Cliff Greenberg Portfolio Manager April 30, 2015 For more information about this Fund please scan this QR code with any bar code reader on your mobile device. Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. The Adviser believes that there is more potential for capital appreciation in smaller companies, but there also may be more risk. Specific risks associated with investing in smaller companies include that the securities may be thinly traded and they may be more difficult to sell during market downturns. The Fund may not achieve its objectives. Portfolio holdings are subject to change. Current and future portfolio holdings are subject to risk. The discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio manager only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Small Cap Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. 25 Baron Opportunity Fund Dear Baron Opportunity Fund Shareholder: Performance Baron Opportunity Fund had a good start to the year, gaining 4.06%, in line with the Russell 3000 Growth Index (the Fund’s new primary index), which rose 4.05%, but nicely ahead of the broader market as represented by S&P 500 Index, which increased 0.95%. The Fund has continued to perform well to start the second quarter, and as of this writing (reflecting the close of the market on April 12th), the Fund was up 6.70% for the year, ahead of the two indexes mentioned above. Table I. Performance (Retail Shares)† Annualized for periods ended March 31, 2015 Russell Baron 3000 Opportunity Growth 1,2 Fund Index1 Three Months3 One Year Three Years Five Years Ten Years Since Inception (February 29, 2000) Russell Midcap Growth Index1 S&P 500 Index1 4.06% 3.21% 11.03% 12.46% 10.35% 4.05% 15.76% 16.45% 15.71% 9.41% 5.38% 15.56% 17.41% 16.43% 10.19% 0.95% 12.73% 16.11% 14.47% 8.01% 5.29% 2.52% 4.00% 4.77% Review & Outlook The Baron Opportunity Fund has had a solid start to the year. The market environment has been more favorable than last year for the higher growth, innovative businesses in which we invest. But more importantly, our companies have continued to show solid operating progress and the innovative themes we focus on have continued to cement themselves even further into the fabric of our business and consumer lives. First, the lion’s share of our investments reported solid results during the recent earnings season and management discussions during the formal earnings calls, as well as our follow up calls and meetings, have indicated that the vast majority of our companies are on path to achieving our longterm investment theses for their businesses. Unlike many other investors, we don’t view earnings reports as a catalyst for short-term “pops” (or drops, for short sellers) in stock prices. Rather, we see them as the latest check on whether the fundamental growth drivers we have identified for our investments are playing out as we had envisioned and whether there are MICHAEL A. LIPPERT PORTFOLIO MANAGER Retail Shares: BIOPX Institutional Shares: BIOIX any material changes in the growth opportunities – good or bad – for our businesses. And, for those companies that are facing challenges of one form or another – competitive, economic, internal, investor communications, etc. – we try to assess whether these challenges are normal growing pains or stumbles, so to speak, or instead thesis-changers and a reason to exit our investment. This earnings season, not only did the vast majority of our companies report solid operational metrics and show themselves to be on path, but, while a few are dealing with stumbles, we did not identify a single thesis-changer. Second, the long-term secular themes that we focus on for the Fund continue to gain strength and play a bigger role in society. This is what gave us confidence in the Fund’s strategy last year, even when our stocks were underperforming in the short term. And it continues to bolster our belief that a portfolio of well-managed, higher-growth businesses capitalizing on innovative and longer-term secular growth themes should outperform the broader market and passive indexes across market cycles. As we attend conferences, visit companies, listen to a wide range of earnings calls, it becomes more and more clear to us that the world is changing fast, that legacy business models and technologies are being left behind, and that consumers and enterprises alike are quickly adopting new ways of doing things. By way of example: Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares as of September 30, 2014 was 1.35%. The performance data quoted represents past performance. 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. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month-end, visit www.BaronFunds.com or call 1-800-99BARON. † 1 2 3 The Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future. The indexes are unmanaged. The Russell 3000® Growth Index measures the performance of those companies classified as growth among the largest 3,000 U.S. companies, the Russell Midcap® Growth Index measures the performance of medium-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. Baron Opportunity Fund no longer considers the Russell Midcap® Growth Index an appropriate benchmark index. The Russell Midcap® Growth Index is included in the table above for comparison purposes for the period before the Fund converted to an all-cap fund. Prior to February 20, 2015, the Fund invested in companies with market capitalizations between $1 billion and $15 billion at the time of purchase. Since then, the Fund may invest in companies of all market capitalizations. The Adviser believes that the Russell 3000 Growth Index is more representative of the Fund’s current investable universe. The indexes and the Fund are with dividends, which positively impact the performance results. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell is a trademark of Russell Investment Group. The performance data in the table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 26 March 31, 2015 • DNA sequencing has brought us to the dawn of a new age of using genetic information to diagnose, treat and prevent disease and to develop a new generation of targeted drugs and therapies. • Modern computing infrastructure and applications are being built for the cloud, not legacy architectures of client-server or on-premise software. • Solar is the fastest growing segment of electricity generation and fast approaching grid parity with fossil fuels. • On demand digital media (music and video) will further disrupt traditional TV and radio ecosystems – who wants to watch their favorite program at 9 p.m. on Thursday, while enduring 20 minutes of largely irrelevant ads, because some network executive says so or pray that the radio DJ plays their favorite song? • Advertising will not only continue to follow consumer eyeballs to mobile devices and the broader Internet, but will become more relevant, targeted and people-based. • Mobile, including a new generation of connected devices, will continue to occupy the central place in all of our lives, forever changing the way we work, play, communicate, exercise, eat and monitor our own health and well-being. As mentioned above, this quarter we changed the Fund’s primary benchmark from the Russell Midcap Growth Index to the Russell 3000 Growth Index, an all-cap benchmark. This was done in conjunction with a firm wide review of how we define market cap categories for all Baron mutual funds and a resetting of the market cap definitions of our small-, mid- and large-cap portfolios. Since inception, the Baron Opportunity Fund has always had wide flexibility to invest in large and small companies alike. We’ve invested in small companies under $1 billion in market cap, as well as some of the world’s largest and best known companies, including Apple, Google and Facebook. In connection with this market cap review, we decided the best approach would be to give the Fund maximum flexibility by removing, rather than resetting, any market cap restrictions on the portfolio. In doing so, we also determined that it also made sense to adopt an all-cap index as our primary benchmark. It is important for our investors to understand that these “changes” will have no impact – zero – on the way we implement the Fund’s strategy either in terms of how we build our portfolio or the goals we set for ourselves. Our intent with the Fund’s strategy has always been to give our investors something different from passive indexes or generalized growth funds by focusing on building a portfolio of higher growth, innovative businesses. The Fund stresses long-term secular growth and a set of themes based on the innovation and disruption we are seeing across many industries, as mentioned above. Our goals have never been to replicate an index either in terms of makeup or performance – and, in fact, our portfolios have always looked quite different than the indexes against which we have compared ourselves and have sometimes performed quite differently than those indexes. As strange as it may sound, we do not have short-term portfolio performance goals. Echoing Warren Buffet, Ron Baron’s consistent mantra, which has become ingrained in the culture of our firm, is to focus on the portfolio – companies and their stocks – not performance. In so doing, we look to build a portfolio of unique businesses that we believe can double in value in four-to-five years; or, said another way, yield annualized returns of 15-20% over that same four-to-five year period. If we do our jobs well, allowing for the inevitable mistakes along the way, over the long term and across market cycles, we believe our portfolio should “beat the market” Baron Opportunity Fund as measured by the S&P 500 Index or a generalized index, such as the Russell 3000 Growth Index. We believe annualized outperformance of 300-500 basis points is a reasonable and achievable target (although, of course, there is no guarantee that this will be the case). Table II. Top contributors to performance for the quarter ended March 31, 2015 Percent Impact Twitter, Inc. JUST EAT plc Netflix, Inc. Concho Resources, Inc. SunEdison, Inc. 0.54% 0.50 0.46 0.43 0.37 Three of our top contributors – Twitter, Inc., Netflix, Inc. and Concho Resources, Inc. – were top detractors last quarter, proving once again that quarterly stock performance is largely irrelevant for long-term investors. As Warren Buffet wrote in his recent investor letter, “[m]onthly or yearly movements of stocks are often erratic and not indicative of changes in intrinsic value. Over time, however, stock prices and intrinsic value invariably converge.” Twitter is an online social broadcasting and micro-blogging service. Shares of Twitter were up due to strong fourth quarter results and a positive outlook. In the past few months, the company has launched several new efforts and product initiatives to increase both user growth and engagement on the platform. While it is likely to take some time for these efforts to gain greater traction, we believe that Twitter is in the early stages of monetization and evolution as a platform. (Ashim Mehra) Shares of JUST EAT plc, an online restaurant delivery marketplace in Europe, Latin America, and Canada, rose during the first quarter. JUST EAT reported solid results for the back half of 2014, guided toward sales slightly above Street estimates for 2015, and demonstrated execution across its European footprint. In our view, this provided further evidence that its #1 position across most of its markets is defensible and sustainable. We believe JUST EAT will benefit from the trend toward online delivery ordering and its large lead in a winner-take-all industry. (Eric Guzman) Shares of on-demand video service Netflix were up during the first quarter based on stronger-than-expected fourth quarter subscriber additions and a robust outlook for the first quarter of 2015. Because of the success of its original content (House of Cards, Orange is the New Black, etc.) across all of its markets and the solid growth experienced with its slate of international launches, the company has decided to accelerate its international expansion plans, with a goal of achieving near global coverage by the end of 2016. In addition, the company is continuing to invest aggressively in original content. While quarterly fluctuations in net additions will likely continue, we believe Netflix will benefit from the growing global demand for high-quality, ad-free online video content to ultimately reach 60 million U.S. subscribers and over 100 million subscribers overseas. (Ashim Mehra) Concho Resources is an independent exploration and production oil company operating in the Permian Basin in West Texas and New Mexico. Shares rebounded from the fourth quarter drubbing even as oil prices remained weak. Concho prudently cut its spending rate, raised additional capital, and positioned itself well, in our view, to survive the downturn and emerge as a stronger company when oil prices recover. Strong results from its Delaware Basin drilling program are enhancing an asset we believe to be undervalued within the current share price. (Jamie Stone) 27 Baron Opportunity Fund Shares of renewable energy company SunEdison, Inc. rose during the first quarter on increased investor confidence in its strategy to develop cashgenerating assets and drop them down to its yieldco, TerraForm Power (also a Fund investment). We believe SunEdison’s recent acquisition of First Wind will help accelerate SunEdison’s development pipeline and TerraForm’s portfolio. Over time, we think the yieldco structure will allow SunEdison to monetize the value of its solar assets and raise capital at a low rate, creating a cycle of growth and value creation. (Jamie Stone) Table III. Top detractors from performance for the quarter ended March 31, 2015 Percent Impact AO World plc Alibaba Group Holding Ltd. Tesla Motors Inc. athenahealth, Inc. Flotek Industries, Inc. –0.58% –0.43 –0.41 –0.32 –0.27 AO World plc is the leading online seller of major domestic appliances in the U.K., with a 12% market share. AO’s optimization of proprietary software and logistics and focus on customer service sets it apart from competitors. Shares were pressured in the first quarter by the company’s announcement of a lower near-term growth forecast, based on a difficult comp against a spike in sales in the wake of AO’s IPO last May. The company has said that it expects growth to reaccelerate in the second half of 2015, driven by improving sales in the U.K. and a continued ramp up in Germany. (Ashim Mehra) Alibaba Group Holding Ltd. is the largest e-commerce company in China and the world. Shares declined in response to the company missing fourth quarter Street revenue projections (although beating on gross merchandise sales and operating cash flow) as a result of increased mobile contribution, a greater mix of sales through its Taobao marketplace, and algorithm changes. The stock has also been weak ahead of IPO lock-up expirations. We view these issues as transitory, and have seen it play out with other Internet companies (such as Facebook) transitioning to an emphasis on mobile. We believe Alibaba’s market leading position, positive network effects, assetlight business model, and high cash generation give it a long runway for continued growth. (Catherine Chen) Shares of electric vehicle (EV) company Tesla Motors Inc. fell during the first quarter due to increasing skepticism about the sustainability of demand. Lower gas prices raised concerns that EV demand would drop. In addition, sales in China have been below expectations and investors have worries that the launch of the Model X could be delayed. As of this writing, Tesla has pre-announced first quarter Model S deliveries of over 10,000 cars, beating Street expectations, launched a new Model S version called the 70D and has stated publicly that the Model X launch remains on track for this Summer. We believe that, regardless of gas prices, Tesla’s talent pool, first-mover advantage, track record of innovation, scale and brand will enable it to disrupt the automobile market and take market share for years to come. (Gilad Shany) Shares of athenahealth, Inc., a provider of cloud-based payment and other services to doctors, fell due to a shortfall in 2014 internal bookings targets. Disruption at a channel partner, weak results from point-of-care medical 28 app Epocrates, and the reluctance of enterprise prospects to select athenahealth without knowing more about its strategy to enter the hospital market, all contributed to the shortfall. We believe athenahealth will successfully enter the hospital market and gain share via its compelling software-enabled-service offering. (Neal Kaufman) Flotek Industries, Inc. is a leading supplier of specialized chemicals to the oil & gas industry. Its proprietary citrus oil based products such as the complex nano fluid experienced rapid growth related to the boom in shale oil drilling in the U.S. and Canada in the last several years. Despite this, the sharper-than-expected decline in U.S. drilling and completion activity has taken a toll on its earnings outlook and its share price during the last couple of quarters. We continue to see significant potential for differentiated organic growth and a rebound in long-term earnings power at Flotek. (Jamie Stone) Portfolio Structure Baron Opportunity Fund invests in high growth, innovative businesses across all market capitalizations. As of the end of the first quarter, the largest market cap holding in the Fund was $231 billion and the smallest was $517 million. The median market cap of the Fund was $5.8 billion. The Fund had $386.5 million of assets under management. The Fund had investments in 56 securities. The Fund’s top 10 positions accounted for 32.9% of the portfolio. The Fund’s cash position was 0.3% at quarter end. Table IV. Top 10 holdings as of March 31, 2015 Quarter End Quarter End Investment Percent Market Cap Value of Total (billions) (millions) Investments Guidewire Software, Inc. Gartner, Inc. CoStar Group, Inc. Illumina, Inc. Verisk Analytics, Inc. Red Hat, Inc. Shutterstock, Inc. Benefitfocus, Inc. Equinix, Inc. CarMax, Inc. $ 3.7 7.3 6.4 26.7 11.3 13.9 2.4 1.0 13.1 14.5 $19.3 15.5 13.5 11.6 11.6 11.4 11.3 11.1 11.1 10.9 5.0% 4.0 3.5 3.0 3.0 2.9 2.9 2.9 2.9 2.8 The goal of the Fund is to provide our investors with a differentiated strategy – investing in higher growth, innovative businesses – not to replicate any market index or even to look like general growth funds. We focus on investing the Fund’s assets in themes and individual businesses that we believe will experience significant secular growth rates. As a result, the Fund’s sector weights are an output of our process, not an input. Not surprisingly, most of our investments are in those industry sectors more typically associated with growth. At quarter end, about 68.9% of the portfolio was invested in the Consumer Discretionary and Information Technology sectors. We also have meaningful investments across the Health Care, Industrials and Energy sectors. In thinking about diversification, we pay little attention to sector weights as defined by GICS, instead focusing on the fundamental business drivers and end market exposures for our investments. March 31, 2015 Baron Opportunity Fund Recent Activity Table V. Top net purchases for the quarter ended March 31, 2015 Quarter End Amount Market Cap Purchased (billions) (millions) FireEye, Inc. MasterCard, Inc. WEX, Inc. Mobileye N.V. Aerie Pharmaceuticals, Inc. $ 6.1 99.8 4.2 9.1 0.8 $4.7 4.0 3.8 3.6 3.4 FireEye, Inc. provides a comprehensive cybersecurity solution for detecting, preventing and resolving advanced cyber-attacks that evade legacy signature-based security products. You may have seen FireEye’s CEO Dave DeWalt and its COO Keven Mandia on two recent 60 Minutes episodes discussing the pandemic of cyber threats. FireEye’s solutions combine proprietary virtual-machine (VM) technology, threat intelligence, and advanced security expertise in a suite of products and services that reduces its customers’ exposure to attacks by enabling accurate detection and rapid response. FireEye’s unique VM technology captures and “detonates” malicious-looking computer code in a virtual sandbox, or quarantine environment, that looks to the “bad guys” like actual enterprise computing systems. This VM technology combined with FireEye’s broader portfolio of threat intelligence subscriptions, managed services, incident response, and consulting services enable organizations to adapt their security profile as threats evolve. This adaptive approach represents a paradigm shift in cybersecurity necessary to combat today’s advanced attacks and a new generation of perpetrators that have evolved from hackers to state actors, terrorist organizations and well-financed criminal organizations. The challenge for security vendors in the current threat environment is to innovate and adapt as fast as the bad guys. We believe FireEye is among a small set of security vendors equipped to do this. MasterCard, Inc. (MA) is the world’s second-largest payments technology company that connects consumers, businesses, banks, and governments, enabling them to use electronic forms of payment instead of cash and checks. MA’s centralized system authorizes credit, debit, and prepaid card payments in real-time and accurately settles and reconciles transactions. MA generates revenues from card issuers (banks) and merchant acquirers by charging fees based on the number of transactions processed and the gross dollar volume of payment activity on its branded cards. But MA doesn’t issue cards or extend credit to consumers. MA is benefitting from and helping drive what we believe is a mega-trend of conversion from cash to electronic payments - 85% of all payment transactions are made with cash or checks, while only 15% are made with electronic forms of payment. Electronic payments are safer, more efficient, and more transparent than paper-based payments. WEX, Inc. is a leading provider of payment processing and information management products/services to the U.S. vehicle fleet industry, with emerging businesses involving international fleets, an extension of its core; special use virtual cards, particularly in the online travel industry; and as a provider of health savings accounts and health care payment solutions. The core fleet business is relatively simple: providing fuel cards to small and midsized businesses with vehicle fleets so they can better control employee expenses and limit leakage (unauthorized and unaccounted for employee spend). WEX’s sweet spot is with small companies with a few vehicles (e.g., a landscaping biz) up to a mid-sized regional company (dairy). Think of a WEX card as a limited use corporate card for people in the transportation business. Because WEX owns its own closed loop network, it is also able to harness the data and prepare valuable reports on spend/usage patterns for companies so they can better evaluate employee behavior. Like MasterCard, WEX is a key beneficiary and innovator participating in the electronic payments mega-trend. Mobileye N.V. is an Israeli software and systems design leader for camerabased advance driver assistance systems (ADAS). Mobileye’s technology keeps passengers safer on the roads, reduces the risks of traffic accidents, saves lives and has the potential to revolutionize the driving experience by enabling autonomous driving. Tesla, another innovator in the auto space, is an early and aggressive adopter of Mobileye’s solutions. Through its innovation in camera technology, its unprecedented trove of driving data and its proprietary software and chip designs, Mobileye is able to offer its customers – Tier 1 auto-parts vendors and the automakers themselves – a superior system that is not only far more accurate (zero false negatives and a very low rate of false positives) but also vastly less expensive. In our view, Mobileye is the leading innovator in another mega-trend of autonomous driving. Aerie Pharmaceuticals, Inc. is a specialty pharmaceutical company developing novel ophthalmology treatments with a current focus on glaucoma. Aerie’s lead assets – Rhopressa/Roclatan – represent the first new potential market entrants in almost 20 years and have a two-year head start on limited competition, in our view. Data to date has been promising and additional data from Aerie’s first Phase 3 clinical trial will be reported in the near future. We believe Aerie’s first drug is likely to win FDA approval and enter the commercialization phase in the 2016/2017 timeframe. Our investment is based on Aerie’s underappreciated assets, its M&A scarcity value (as the only small-to-medium sized ophthalmology company) and its experienced and well regarded management team. Table VI. Top net sales for the quarter ended March 31, 2015 Quarter End Market Cap or Market Cap Amount When Sold Sold (billions) (millions) comScore, Inc. Qualys, Inc. Liberty Media Corp. Illumina, Inc. Discovery Communications, Inc. $ 1.7 1.6 11.9 26.7 11.7 $6.6 5.6 4.8 4.5 4.2 comScore, Inc., Qualys, Inc. and Liberty Media Corp. were all, in our view, successful investments for the Fund. We sold them due to our views that they stocks offered less long-term return potential and to recycle capital into other investments. We further trimmed our Illumina, Inc. position on strength. As of the end of the first quarter, Illumina remained a Top five position in the Fund. While we have very high regard for the Discovery Communications, Inc. management team, particularly its CEO, David Zaslav, we decided to exit our Discovery investment because of our concerns (alluded to above) about the secular declines in the traditional TV ecosystem. 29 Baron Opportunity Fund Thank you for your support and for trusting us with your assets. We look forward to updating you in future letters. Sincerely, Michael A. Lippert Portfolio Manager April 30, 2015 For more information about this Fund please scan this QR code with any bar code reader on your mobile device. Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. The Adviser believes that there is more potential for capital appreciation in securities of high growth businesses benefiting from innovation through development of pioneering, transformative or technologically advanced products or services, but there also is more risk. Companies propelled by innovation, including technological advances and new business models, may present the risk of rapid change and product obsolescence and their successes may be difficult to predict for the long term. Securities issued by small and medium sized companies may be thinly traded and may be more difficult to sell during market downturns. The Fund may not achieve its objectives. Portfolio holdings are subject to change. Current and future portfolio holdings are subject to risk. The discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio managers only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Opportunity Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. 30 Baron Partners Fund March 31, 2015 Dear Baron Partners Fund Shareholder: Performance Baron Partners Fund advanced 2.56% during the first quarter of 2015. The Russell Midcap Growth Index, the benchmark against which we compare the performance of this Fund, advanced 5.38% in the period. Baron Partners Fund outperformed the S&P 500 Index, which measures the performance of large cap companies, by 161 basis points in the period. Although the Fund underperformed the benchmark index in the quarter and the trailing twelve months, the Fund outperformed both its benchmark index and the S&P 500 Index since its conversion from a partnership to a mutual fund on April 30, 2003, as well as over the last 3 years, 5 years, 15 years, 20 years and since its inception on January 31, 1992 (though the Fund slightly underperformed the benchmark in the 10-year period). The businesses in which the Fund has invested have grown significantly over the past twelve months. Since the Fund’s shares have not kept pace, we believe the Fund is well positioned to outperform, although we obviously can’t guarantee it. RONALD BARON CEO AND PORTFOLIO MANAGER Retail Shares: BPTRX Institutional Shares: BPTIX Table I. Performance (Retail Shares) Annualized for periods ended March 31, 2015 Three Months4 One Year Three Years Five Years Ten Years Since Conversion (April 30, 2003) Fifteen Years Twenty Years Since Inception (January 31, 1992) Baron Partners Fund1,2,3 Russell Midcap Growth Index2 S&P 500 Index2 2.56% 7.32% 19.50% 16.98% 9.89% 14.31% 7.21% 12.21% 13.18% 5.38% 15.56% 17.41% 16.43% 10.19% 12.34% 4.02% 10.05% 9.85% 0.95% 12.73% 16.11% 14.47% 8.01% 9.28% 4.15% 9.39% 9.44% After collapsing during the fourth quarter, oil prices remained at multi-year lows during the first quarter, which pressured energy stocks. We think lower oil prices is a positive for the U.S. economy and non-energy-related U.S. stocks. This is because energy-intensive manufacturers will have lower energy costs, resulting in higher cash flow, and consumers will have higher disposable income to spend on goods and services. However, the current environment is challenging for energy companies, and we chose to sell the Fund’s energy holdings during the quarter in order to invest in businesses with more certain prospects. The Fund’s investments within the Financials and Industrials sectors were the largest contributors to positive relative performance, while investments in the Consumer Discretionary, Health Care and Utilities, and lack of exposure to Consumer Staples, were the largest relative detractors. Strength in Financials was largely attributable to the outperformance of Gaming and Leisure Properties, Inc., which was also the Fund’s largest contributor on an absolute basis in the quarter. Within Industrials, the Fund’s two largest holdings in the sector, Air Lease Corp. and Verisk Analytics, Inc., contributed to performance. Within Consumer Discretionary, the Fund’s two largest investments in the sector, Tesla Motors Inc. and Hyatt Hotels Corp., declined. Within Health Care, the Fund’s lack of exposure to biotechnology and pharmaceutical stocks, which rose 23.9% and 14.1% respectively, within the benchmark, detracted from performance. Within Utilities, the Fund’s position in ITC Holdings Corp. was one of the Fund’s largest detractors on an absolute basis. Of the Fund’s average net assets, Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares as of December 31, 2014 was 1.51% (comprised of operating expenses of 1.32% and interest expense of 0.19%). The performance data quoted represents past performance. 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. The Fund’s transfer agency expenses may be reduced by expenses offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month end, visit www.BaronFunds.com or call 1-800-99BARON. 1 2 3 4 Reflects the actual fees and expenses that were charged when the Fund was a partnership. The predecessor partnership charged a 20% performance fee after reaching a certain performance benchmark. If the annual returns for the Fund did not reflect the performance fees for the years the predecessor partnership charged a performance fee, the returns would be higher. The Fund’s shareholders will not be charged a performance fee. The predecessor partnership’s performance is only for periods before the Fund’s registration statement was effective, which was April 30, 2003. During those periods, the predecessor partnership was not registered under the Investment Company Act of 1940 and was not subject to its requirements or the requirements of the Internal Revenue Code relating to registered investment companies, which, if it were, might have adversely affected its performance. The indexes are unmanaged. The Russell Midcap™ Growth Index measures the performance of medium-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The Russell Midcap Growth Index, the S&P 500 Index and the Fund are with dividends, which positively impact the performance results. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell is a trademark of Russell Investment Group. The performance data in the table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 31 Baron Partners Fund 31.71% produced double digit returns, 50.72% advanced by single digits and 33.67% declined. On average, 44.12% of the Fund’s net assets outperformed the benchmark. We try to explain the reasons certain stocks outperformed or underperformed during the period in the “Top Contributors” and “Top Detractors” sections. In many instances, we regard gains and losses in the short term as random. We continue to believe all the businesses in which we have invested have the potential to double in size in four to five years. As a result, we believe stocks that have recently underperformed will achieve above average returns and contribute positively to the Fund’s performance in coming quarters, although we cannot guarantee this. Biotech stocks have performed strongly over the past few years, and this strong performance continued in the quarter. The biotech rally has been driven in part by an increase in the number of novel new drugs approved by the FDA relative to prior years, some potentially exciting breakthroughs in cancer therapies, M&A activity, and the fact that biotech companies are relatively insulated from global macro issues. Another factor that may be fueling biotech stock outperformance is the industry’s increased representation in the indices, which has driven increased purchases of the stocks by ETFs, which has driven even higher representation in the indices. To date, the Fund has avoided biotech stocks because of the difficulty of predicting whether or not these businesses will be successful. Many of these businesses have no revenue or earnings and their future prospects are highly dependent upon the outcomes of clinical trials, which are difficult to predict and fraught with risk. The Fund’s preferred way of participating in the growth of the biotech industry to date has been through its investment in Illumina, Inc., a company which supplies DNA sequencing instruments and consumables to biotech and other life sciences customers. Illumina benefits from many of the same trends as biotech companies but with less risk. In contrast to many biotech companies, Illumina has a highly profitable, razor/razor-blade business model with recurring revenues and cash flow. Managing risk is a key part of our investment process. We manage risk from a company perspective by investing in businesses that are conservatively financed with high barriers to entry. Our proprietary research regarding business’ long-term growth opportunities, competitive advantages, management teams and risks determines how much we allocate to individual securities. We invest in different industries that are affected differently in the short term by unpredictable events. This is to achieve a portfolio of investments with risks that are not correlated. This is part of our effort to reduce the volatility of a non-diversified portfolio. Further, the underlying businesses in which the Fund has invested historically have less volatile earnings than the Fund’s benchmark index. Our approach is to invest for the long term. We do not try to predict shortterm “macro” developments or shift our investment approach because certain types of stocks are in or out of favor. Although economic data from other regions around the world (Europe, China) has not been robust, U.S. economic data continues to show broad signs of strength, including gains in housing prices, starts and existing sales; increased industrial production; strong auto sales; rising consumer confidence; and lower unemployment claims. Interest rates remain at historically low levels. Our outlook for stocks remains favorable. In our opinion, stocks remain attractively valued, trading at 16.9 times earnings, approximating the 32 market’s long-term average valuation, while business activity is accelerating. Historically, stocks have provided protection against inflation, as well as better returns than other asset classes. We think that will continue to be the case, but we can’t guarantee it. Table II. Top contributors to performance for the quarter ended March 31, 2015 Year Acquired Gaming and Leisure Properties, Inc. Dick’s Sporting Goods, Inc. CoStar Group, Inc. FactSet Research Systems, Inc. Air Lease Corp. Market Cap Quarter When End Market Acquired Cap Total (billions) (billions) Return 2013 $4.2 $4.2 2005 2005 1.6 0.7 2007 2014 2.5 3.3 Percent Impact 27.78% 0.94% 6.8 6.4 15.06 7.73 0.83 0.81 6.6 3.9 13.39 10.02 0.76 0.66 Shares of gaming REIT Gaming and Leisure Properties, Inc. increased in the first quarter on speculation that it would buy the real estate assets of Pinnacle Entertainment and spin off the operating company. We think the deal as currently structured is highly accretive for Gaming and Leisure and gives Pinnacle a higher pro-forma valuation than if Pinnacle converted to a REIT itself. We think the deal will eventually be consummated at a higher price, although still accretive for Gaming and Leisure. (David Baron) Shares of sporting goods retailer Dick’s Sporting Goods, Inc. increased in the first quarter. Dick’s performed well in a difficult environment. It reported a solid increase in same store sales and continued to open stores at high productivity levels, making it a positive outlier for the retail sector. We think inventory is at appropriate levels, which should result in improving profitability throughout 2015. We also think the company is a candidate for private equity investors who would likely pay a premium over current levels. (Michael Baron) Shares of CoStar Group, Inc., an information and marketing services provider to the commercial real estate industry, rose in Q1, as a result of robust revenue and earnings results, strong synergy potential from the acquisition of Apartments.com, and better relative performance from higher multiple growth stocks. We believe investments in R&D and a doubling of the sales force will help increase customer penetration, while investments in Apartments.com will accelerate CoStar’s growth in the vast multi-family market. (Neal Rosenberg) Table III. Top detractors from performance for the quarter ended March 31, 2015 Quarter Market End Cap Market When Cap or Market Year Acquired Cap When Sold Acquired (billions) (billions) Tesla Motors Inc. Fastenal Co. ITC Holdings Corp. Wynn Resorts Ltd. Hyatt Hotels Corp. 2014 2006 2005 2015 2009 $21.9 6.8 0.8 15.7 4.2 $23.7 12.2 5.8 14.1 8.8 Total Return Percent Impact –15.13% –12.34 –7.04 –11.43 –1.64 –1.44% –0.55 –0.54 –0.34 –0.16 Baron Partners Fund March 31, 2015 Shares of electric vehicle (EV) company Tesla Motors Inc. fell during the quarter as lower gas prices raised concerns that EV demand would drop. In addition, the launch of the company’s Model X SUV was delayed until late in 2015. We believe that, Tesla’s talent pool, first mover advantage, scale and brand, will result in market share gains for Tesla in years to come. (Gilad Shany) Shares of industrial supplies distributor Fastenal Co. fell in the first quarter. Sales growth moderated due to slowing demand in oil and gas regions and the impact of a stronger U.S. dollar on customers with large export divisions. Current growth rates of about 10%, while industry-leading, represent a deceleration from last year’s 15-20% runrate and are impacting Fastenal’s ability to leverage earnings faster than sales growth. We still see a path to double digit growth over the next several years, as well as an attractive valuation and debt-free balance sheet. (Matt Weiss) The stock of ITC Holdings Corp., the nation’s largest independent transmission company, fell in the first quarter. An expected increase in interest rates contributed to overall sector weakness as investors exited utilities and other yield-oriented investments. The primary drivers for transmission investment – reliability and connection of new generation (including renewables) – remain intact, and we believe ITC has robust prospects for growth and will execute on its growth strategy and concurrent five-year capital plan. (Rebecca Ellin) Recent Portfolio Additions Table IV. Top net purchases for the quarter ended March 31, 2015 Inovalon Holdings, Inc. Zillow Group, Inc. Mobileye N.V. Under Armour, Inc. Year Acquired Market Cap When Acquired (billions) 2015 2014 2014 2015 $4.1 4.3 7.9 16.2 Quarter End Market Amount Cap Purchased (billions) (millions) $4.5 5.8 9.1 17.4 $71.4 29.9 11.7 1.9 The Fund initiated a position in Inovalon Holdings, Inc., a health care data and analytics company that came public during the quarter. The foundation of the company is a proprietary data set which contains more than 9.2 billion medical events from 120 million unique patients. This data is used to power Inovalon’s advanced analytics, which help insurers identify gaps in care, quality, data integrity and financial performance. Clients then leverage Inovalon’s intervention platforms to drive improvement in clinical and quality outcomes, utilization, and financial performance across the health care landscape. Inovalon serves a vast addressable market. The company addresses a $14 billion annual opportunity, and we believe that logical adjacencies can increase its addressable market opportunity by three-to-four times. Secular drivers, particularly the need to reduce health care cost inflation and a shift to value based from consumption based health care, are helping to accelerate Inovalon’s growth. Finally, the company has an enviable financial model, with 98% retention rates, high levels of recurring revenue, EBITDA margins that are approaching 40%, and strong free cash flow. (Neal Rosenberg) We added to our position in Zillow Group, Inc. in the quarter. Zillow is the leading online real estate site in the U.S. The company offers information on homes for sale and rent, in addition to offering a mortgage marketplace. The company also owns and operates Street Easy, the leading real estate site for New York City. The company recently closed on its acquisition of Trulia, the number two online real estate site after Zillow. With the continued consumer transition to online and mobile, we believe that Zillow is well positioned to grow its 4% share of the $12 billion dollar real estate advertising market. As Zillow grows its share of the real estate advertising market in the next several years, the company should generate meaningfully more revenue and cash flow, with value accruing to shareholders. (Ashim Mehra) Mobileye N.V. is a leader in the Advanced Driver Assistance Systems or ADAS category. We believe people will be less likely to be injured from car accidents with ADAS, and that computers will be safer and better at driving cars than humans. Mobileye developed advanced image sensing and processing technology for the automotive industry. The company’s technology interprets and integrates the imaging data into the driver assistance systems, from collision prevention to eventually, full autonomous driving. We believe Mobileye’s technology and products are unique, developed by many hundreds of software and hardware engineers, the products are based on the most advanced artificial intelligence and machine learning technologies. We think autonomous driving is a question of “when” rather than “if.” (Gilad Shany) Investment Strategy We invest for the long term in a non-diversified portfolio of competitively advantaged, well-managed, growing businesses at what we think are attractive prices. Often, we have opportunities to purchase stocks of businesses we have researched extensively and that we believe are mispriced or have fallen in price due to what we perceive to be temporary issues. This quarter, we added to current holdings Zillow Group, Inc. and Mobileye N.V., and initiated a position in Under Armour, Inc. Our objective is to purchase shares of well-established, appropriately capitalized, growing companies, with strong positions in markets with stable demand for their products and services. The Fund may use leverage to invest in stable and well-capitalized growth companies, with the goal of enhancing its investment returns. Another common theme for Baron Partners Fund’s investments is one of businesses investing for growth, often at the expense of short-term profits. These businesses are investing in order to become much larger, more profitable businesses in the future. Virtually all the businesses in which we have invested are making such capital commitments: Verisk Analytics, Inc.’s startup investments in health care and real estate data services; CarMax, Inc.’s line of new stores coupled with efforts to grow sales in existing stores; and Hyatt Hotels Corp.’s investment in hotel renovations and improved guest services, as well as its ongoing expansion in Asia; are noteworthy in this regard. As long-term investors who hold stocks for an average of about four years, we expect to benefit from these expenditures. In contrast, most other mid-cap mutual funds are more trading oriented, turning over their entire portfolios on average every nine months. Since these funds, in general, will not care about or benefit from such long-term, strategic investments by businesses, they accord them little or no value. This allows us to invest in these companies at prices we feel are especially attractive. Baron Partners Fund also has significant investments in growing “C” corporations like Vail Resorts, Inc. and ITC Holdings Corp., whose shares we believe are especially undervalued when compared to similar businesses structured as REITs or master limited partnerships. The Fund’s investments in alternative investment money manager The Carlyle Group and financial intermediary The Charles Schwab Corp., are benefiting from strong performance of equities since the Financial Panic of 2008-09. 33 Baron Partners Fund Portfolio Structure Thank you for investing in Baron Partners Fund. The Fund’s non-diversified portfolio is currently invested in 26 businesses, principally growing mid-cap companies. As of March 31, the weighted average market capitalization of the Fund’s portfolio investments was $10.12 billion, compared with $14.78 billion for the benchmark. The Fund currently has significantly larger investments in Consumer Discretionary, Financials and Utilities sectors than the Russell Midcap Growth Index. The Fund’s investments in Health Care are weighted less than the index. The Fund does not have investments in Consumer Staples, Materials, Energy, or Telecommunication Services. We are not attempting to mirror any index with the Fund’s portfolio. Thank you for joining us as fellow shareholders in Baron Partners Fund. We believe the growth prospects for the businesses in which Baron Partners Fund has invested are favorable and improving. Since, in our opinion, the share prices of our businesses do not reflect their prospects, we believe they remain attractive. Of course, there can be no guarantee this will be the case. We think the businesses in which the Fund has invested have the potential to double in size within four to five years. We think because of the competitive advantages of those businesses, it would take many years or cost a lot of money, and, therefore, not be economically feasible, for new entrants to compete against them. We think these barriers enable our companies to generate strong returns on capital and provide them with the ability to grow consistently over the long term. We are continuing to work hard to justify your confidence and trust in our stewardship of your family’s hard-earned savings. We also remain dedicated to continuing to provide you with the information I would like to have about your investments in Baron Partners Fund if our roles were reversed. This is so you will be able to make an informed decision about whether this Fund remains an appropriate investment for you and your family. Respectfully, Ronald Baron CEO and Portfolio Manager April 30, 2015 Table V. Top 10 holdings as of March 31, 2015 Market Quarter Cap End When Market Percent Year Acquired Cap Amount of Total Acquired (billions) (billions) (millions) Investments CoStar Group, Inc. Tesla Motors Inc. Arch Capital Group Ltd. ITC Holdings Corp. Hyatt Hotels Corp. CarMax, Inc. FactSet Research Systems, Inc. Dick’s Sporting Goods, Inc. The Charles Schwab Corp. Verisk Analytics, Inc. 2005 2014 $0.7 21.9 $6.4 23.7 $217.6 155.7 9.4% 6.7 2002 2005 2009 2011 0.6 0.8 4.2 6.1 7.7 5.8 8.8 14.5 150.9 149.7 148.1 138.0 6.5 6.4 6.4 5.9 2007 2.5 6.6 123.4 5.3 2005 1.6 6.8 119.7 5.2 1992 2009 1.0 4.0 40.0 11.3 115.7 107.1 5.0 4.6 For more information about this Fund please scan this QR code with any bar code reader on your mobile device. Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. The Adviser believes that there is more potential for capital appreciation using non-diversification and leverage, but there also is more risk. Specific risks associated with non-diversification and leverage include increased volatility of the Fund’s returns and exposure of the Fund to greater loss in any given period. The Fund invests in companies of all sizes, including small and medium sized companies whose securities may be thinly traded and made difficult to sell during market downturns. Leverage is the degree to which an investor or business is utilizing borrowed money. The Fund may not achieve its objectives. Portfolio holdings are subject to change. Current and future portfolio holdings are subject to risk. The discussions of the companies herein is not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio managers only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Partners Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. P/E: the price earnings ratio is a valuation ratio of a company’s current stock price to its actual earnings per share. 34 March 31, 2015 Baron Fifth Avenue Growth Fund Dear Baron Fifth Avenue Growth Fund Shareholder: Performance We are off to a good start in 2015. The Baron Fifth Avenue Growth Fund returned approximately 5.0% for the quarter, which was a little better than the 3.8% for the Russell 1000 Growth Index and nicely better than the 1% return for the S&P 500 Index. Small caps outperformed mid caps which outperformed large caps, but growth did better than value making for a benign investing backdrop overall. We did not observe anything particularly interesting in the marketplace, especially in the U.S., where the Fund is primarily invested, and would, in fact, characterize the quarter as dull. This is the kind of market environment in which we tend to do well. As is typical for us, all of the excess returns came from stock selection with 12 of our investments appreciating more than 10% during the quarter. The portfolio had an unusually good balance. We benefited from some reversion to the mean, as Amazon.com, Twitter, and Concho Resources regained most of last year’s losses. The stalwarts - Apple, Starbucks, and Costco continued to perform very well, and our newer, more speculative (ambitious is probably a better word) additions, FireEye and Ctrip.com, rewarded us with unexpected (although not unwelcome) instant gratification. We had one significant loser, Alibaba Group, which we added to and like even more now than we did before, and one continuing, although less meaningful now, source of pain and outright anxiety, Wynn Resorts, which we stubbornly refuse to end on the count of us being late and the stock appearing cheap. We generally did not do very much, adding one name (Ctrip.com) and eliminating one (Ralph Lauren – bad investment thesis, but luckily, not a bad outcome) turning over just 3% of the Fund. However, we did benefit from net inflows again (just over 5%), all of which, were promptly put to work. Overall, we were happy with the quarter’s results. Table I. Performance (Retail Shares) Annualized for periods ended March 31, 2015 Baron Fifth Avenue Growth Fund1,2 Three Months3 One Year Three Years Five Years Ten Years Since Inception (April 30, 2004) 4.95% 13.14% 14.81% 13.89% 7.82% 7.57% Russell 1000 Growth Index1 3.84% 16.09% 16.34% 15.63% 9.36% 8.77% S&P 500 Index1 0.95% 12.73% 16.11% 14.47% 8.01% 8.11% ALEX UMANSKY PORTFOLIO MANAGER Retail Shares: BFTHX Institutional Shares: BFTIX Table II. Top contributors to performance for the quarter ended March 31, 2015 Amazon.com, Inc. Twitter, Inc. Apple Inc. Starbucks Corp. FireEye, Inc. Quarter End Market Cap (billions) Percent Impact $172.8 32.4 724.8 71.0 6.1 1.51% 1.19 0.67 0.54 0.52 Shares of Amazon.com rose 20% as the company finally reported quarterly results that gave investors something to cheer about. While we don’t get hung up too much on quarterly performance, we too, were pleased with continuing improvements in the gross margins and betterthan-expected profitability outlook for 2015. We also believe that moves to provide greater disclosure, including breaking out Amazon Web Services, will prove to be beneficial in improving investor understanding and appreciation for the strength and robustness of the company’s core business. As the largest investment in the Fund, Amazon continues to be our highest conviction long-term idea. Performance listed in the table above is net of annual operating expenses. Annual expense ratio for the Retail Shares as of September 30, 2014 was 1.37%, but the net annual expense ratio is 1.30% (net of the Adviser’s free waivers). The performance data quoted represents past performance. 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. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the adviser to the Fund) and the fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month-end, visit www.BaronFunds.com or call 1-800-99BARON 1 2 3 The indexes are unmanaged. The Russell 1000® Growth Index measures the performance of large-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends, which positively impact the performance results. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell is a trademark of Russell Investment Group. On January 1, 2015 the Fund changed its primary benchmark from the S&P 500 Index to the Russell 1000 Growth Index. The performance data in the table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 35 Baron Fifth Avenue Growth Fund After a 30% decline last quarter, shares of Twitter increased 40% recovering most, but not all of the loss (trust us, the math is right on this). Similarly to Amazon, the quarterly results were better than expected as several freshly launched initiatives led to slightly better user growth, engagement, and monetization. Naturally, with improved traction, the immediate outlook looks better. Twitter was our second largest “add” in the fourth quarter of 2014 (behind Amazon) and, with this move, it has made an appearance in our top ten holdings for the first time. We don’t think the likelihood of Twitter’s eventual success is either higher or lower today than it was three or six months ago. However, a meaningful decline in the price of the stock due to short-term loss of investor confidence allowed us to build a full position. This is similar to our experience with Facebook two years ago, and Illumina, a year before that. We can only hope that our investment thesis on Twitter plays out in a similar way. I am not sure what more we can say about Apple after the company sold and delivered a stunning 74.5 million iPhone units in the fourth quarter of 2014. On March 9th, Apple launched the iWatch, its first new product category since the passing of Steve Jobs. The strength of the iPhone’s product cycle combined with excitement around Apple’s “rediscovered” ability to innovate again, contributed to a 13% rise in the stock in Q1. We own Apple because … how can we not? We may have an answer to this question at some point, but until we do, you should expect us to continue to write about it. Shares of Starbucks, the leading global specialty coffee platform (that’s right!) rose 16% after reporting strong sales and earnings growth that were better than expectations. While the core in-store beverage business remains solid, we believe Starbucks is just scratching the surface of opportunities in food, mobile payment and loyalty programs, emerging market expansion and wholesale channel development in single serve. Starbucks continues to be one of our core holdings. Shares of FireEye were the largest purchase for the Fund in the first quarter. They were purchased before the stock made most of its 26% move up (hence instant gratification reference in the section above). FireEye is the leader in the cybersecurity space with a new generation of software tools and services designed to help companies deal with the most sophisticated cyber-attacks. We believe that the well-publicized assaults on Sony and JPMorgan Chase, as well as security breaches at Home Depot and Target are the “tip of the iceberg” rather than isolated incidents. We believe that FireEye has the best post-breach incident response service that minimizes remediation time and damage and is the reason it is frequently the first call for companies that have been victimized. This service consistently gets FireEye into the door and gives them an opportunity to introduce and sell their other security products potentially allowing them to build a real cybersecurity platform of the future. 36 Table III. Top detractors from performance for the quarter ended March 31, 2015 Alibaba Group Holding Ltd. Wynn Resorts Ltd. Fastenal Co. ASML Holding N.V. Monsanto Co. Quarter End Market Cap (billions) Percent Impact $205.2 12.8 12.2 44.3 54.4 –0.86% –0.35 –0.23 –0.16 –0.15 Alibaba Group is the largest e-commerce company in the world. The company describes itself as the premier online shopping destination for consumers, brands and retailers alike, as well as a global wholesale platform for Chinese small businesses. Shares declined 19% as the company’s transition from desktop to mobile caused a deceleration in the growth rate of monetization, bad PR having to do with the sale of counterfeit goods, and an unusually large lock-up expiration. All reasonable stumbling blocks, none specific to the company, or, in our view, having much to do with the long-term opportunity and growth potential. With over 300 million active buyers (over 200 million of which are mobile), we believe Alibaba is poised to disproportionately benefit from increased penetration of Internet, mobile, and e-commerce usage in China. With almost 50% market share of all online transactions and an unparalleled eco-system around its platform, Alibaba should continue to grow north of 25% for years to come in a very profitable manner. And that’s just the core business. Once we add in Alibaba’s cloud computing and data management platforms, and Alipay, which is China’s largest online and mobile payment solution, this becomes an incredibly attractive proposition for investors anywhere in the world in our view. We find both valuation and business prospects vis-a vis growth opportunities and penetration extremely compelling, which is not at all common after a six year bull market. Shares of Wynn Resorts were down 15% in Q1 after declining 19% in the last quarter. The Chinese government’s unrelenting anti-corruption campaign has produced a material slowdown in Macau’s resorts and casinos. We appear to have significantly underestimated the number of corrupt Chinese government officials and their affinity for gambling and other finer things in life. The stock is inexpensive and the company is generating serious amounts of free cash flow that is being used to buy back stock and pay an attractive dividend (5% yield). Having said that, it is pretty obvious that our original “growth” thesis may no longer be valid and we continue to scrutinize the merits of this investment on a daily basis. Shares of industrial supplies distributor Fastenal fell 12% in Q1. Sales growth moderated due to slowing demand in oil and gas regions and the impact of a stronger U.S. dollar on customers with large export divisions. March 31, 2015 Baron Fifth Avenue Growth Fund Current growth rates of about 10%, while industry-leading, represent a deceleration from last year’s 15-20% runrate and are impacting Fastenal’s ability to leverage earnings faster than sales growth. We still see a path to double digit growth over the next several years, as well as an attractive valuation and debt-free balance sheet. Shares of ASML Holding were down 6% due, in our opinion, to short-term industry demand dynamics. We believe that ASML is a unique, de-facto monopoly in the lithography segment of the semiconductor manufacturing field. ASML’s equipment effectively prints the tiniest circuits for memory and processing chips that are used by nearly every manufacturer in the world. Over the next few years, ASML will roll out state of the art Extreme Ultra Violet (EUV) equipment, which can print smaller circuits than any other company in the world. We believe this equipment will become indispensable to the industry. Portfolio Structure The top 10 positions represented 48.0% of the Fund, the top 20 were 72.9%, and we exited the quarter with 36 holdings. Table IV. Top 10 holdings as of March 31, 2015 Quarter End Quarter End Market Investment Cap Value Percent of (billions) (millions) Net Assets Amazon.com, Inc. Illumina, Inc. Facebook Inc. Apple, Inc. Google, Inc. MasterCard, Inc. Twitter, Inc. The Priceline Group, Inc. Starbucks Corp. Alibaba Group Holding Ltd. $172.8 26.7 230.9 724.8 375.1 99.8 32.4 60.5 71.0 205.2 $10.9 7.9 7.5 6.9 6.8 5.6 5.4 5.0 4.9 4.9 7.9% 5.8 5.5 5.0 4.9 4.1 4.0 3.7 3.6 3.5 Recent Activity market. Ten years ago, cybercrime and cyberwarfare were subjects of science fiction novels and bad movies. Today, cybercrimes in the U.S. alone cost $130 billion per year and close to half a trillion dollars around the globe. Cyber breaches are on everyone’s mind – from the individual consumer or taxpayer who has all his or her personal data in the palm of their hands, to boardrooms of Fortune 500 companies who find themselves threatened on a daily basis. We believe we may be at an inflection point for the way people think about cyber threats as our daily lives become more and more digital. The necessity of protection and a holistic approach to cybersecurity becomes more obvious. FireEye had less than $12 million in revenues in 2010 and recognized over $425 million in revenues last year. Talk about inflection points. The company anticipated the emergence of a new market and is in the process of creating a platform and an eco-system that will help customers manage and potentially solve their cybersecurity needs. FireEye is estimating that they are currently addressing a $30 billion market of which they have a small market share today. If they succeed in becoming the next generation platform of choice for cybersecurity, they will likely become a much larger company. One thing we are very confident about is that the penetration of cybersecurity solutions is going to increase significantly over time, and our research suggests that FireEye has the best products in this space today and will have every opportunity to become a dominant platform in this market. Table VI. Top net sales for the quarter ended March 31, 2015 Quarter End Market Cap or Market Cap Amount When Sold Sold (billions) (millions) Monsanto Co. Ralph Lauren Corp. Las Vegas Sands Corp. Liberty Media Corp. $54.4 12.2 44.0 13.1 $1.8 1.1 0.7 0.6 Outlook With continuing increase in the costs of postage and our renewed commitment to keeping this shareholder letter concise, we will no longer be offering an investment outlook! Table V. Top net purchases for the quarter ended March 31, 2015 Quarter End Amount Market Cap Purchased (billions) (millions) FireEye, Inc. Ctrip.com International Ltd. Alibaba Group Holding Ltd. Mobileye N.V. Alexion Pharmaceuticals, Inc. $ 6.1 7.9 205.2 9.1 35.0 $3.1 1.2 0.9 0.7 0.5 FireEye’s relatively small size ($6.1 billion market cap) makes it somewhat unusual for us to have a significant investment in the company this early in its life cycle, so perhaps a bit more explaining is warranted here. We believe there is a potentially a massive shift underway in the cybersecurity Those of you who regularly manage to get this far know that we never really offered much of an outlook anyway. Not for this Fund and certainly not for the market. Some six months ago we were approached by Wally Forbes, who is the President of the Forbes Investors Advisory Institute. Mr. Forbes asked to describe our philosophy and process for his readers, as well as, our highest conviction ideas – ostensibly, our largest holdings. While we explicitly do NOT endorse the title of the article, we think the substance is a worthwhile read for the shareholders of this Fund. The article can be accessed at the following link: http://www.forbes.com/sites/wallaceforbes/2014/09/03/the-only-3stocks-you-need-to-own/ 37 Baron Fifth Avenue Growth Fund Apparently, enough people found the article insightful (or entertaining – there was a Giselle Bundchen sighting, which may or may not have materially affected the number of unique visitors that decided to check it out!), which caused Mr. Forbes to come back with a request for a follow-up. So on April 16th, we obliged with a brief discussion on our most recent adds. If you want more details on why we like FireEye, Alibaba, and Mobileye for the long term, you can see them at the link below. http://www.forbes.com/sites/wallaceforbes/2015/04/16/3-stocks-ofcompanies-that-can-become-significantly-larger-than-they-are-today/ Thank you for investing in the Baron Fifth Avenue Growth Fund. Sincerely, Alex Umansky, Portfolio Manager April 30, 2015 For more information about this Fund please scan this QR code with any bar code reader on your mobile device. Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. The Fund invests primarily in large cap equity securities which are subject to price fluctuations in the stock market. The Fund may not achieve its objectives. Portfolio holdings are subject to change. Current and future portfolio holdings are subject to risk. The discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio managers only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Fifth Avenue Growth Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. 38 Baron Focused Growth Fund March 31, 2015 Dear Baron Focused Growth Fund Shareholder: Performance Baron Focused Growth Fund trailed its benchmark in the first quarter of 2015. The Fund increased in value by 3.38% during this period while the Russell 2500 Growth Index, the benchmark against which we compare the performance of the Fund, increased 7.44%. The S&P 500 Index, which measures the performance of large cap companies, gained 0.95% in the quarter. Table I. Performance (Retail Shares) Annualized for periods ended March 31, 2015 Three Months4 One Year Three Years Five Years Ten Years Fifteen Years Since Inception (May 31,1996) Baron Focused Growth Fund1,2,3 Russell 2500 Growth Index2 S&P 500 Index2 3.38% 6.27% 12.17% 12.52% 9.30% 7.10% 11.54% 7.44% 13.83% 17.91% 16.97% 10.64% 4.84% 7.89% 0.95% 12.73% 16.11% 14.47% 8.01% 4.15% 8.16% During the period, governments around the world attempted to combat slowing economies. Many elected to engage in “competitive devaluation” of their currencies. Through the lowering interest rates and printing money, these governments intend to spur spending and investments. The resulting devaluation of their currencies made their exports more attractive to potential foreign buyers. With the U.S. economy growing and interest rates set to modestly increase, the U.S. dollar increased in value. Larger, multinational American companies were harmed as there was a slowdown of international purchases of their goods. Smaller firms that are focused on U.S. markets did not face these headwinds. The Fund’s top five performing stocks, Vail Resorts, Inc., FactSet Research Systems, Inc., Choice Hotels International, Inc., Financial Engines, Inc. and Dick’s Sporting Goods, Inc. were all relatively insulated from the resulting strength of our currency. Additionally, energy price declines impacted stock prices. Businesses with direct exposure to the energy industry saw their values fall. Colfax Corp., which provides industrial machinery and welding equipment to infrastructure end markets, generates 20% of its business from the oil and gas industry. The decline in oil prices created a concern for weak future capital expenditures from their customers. Additionally, Tesla Motors Inc., a manufacturer of RONALD BARON Retail shares: BFGFX CEO CHIEFAND INVESTMENT PORTFOLIO OFFICER MANAGER AND PORTFOLIO MANAGER Institutional Shares: BFGIX electric vehicles, saw its shares fall as investors believed the value proposition for its product became less appealing with lower energy prices. Table II. “Any Time at All.” “The Long and Winding Road” Bush Years “Here Comes “Yesterday” 2000-2008 the Sun” Clinton Years 9/11; Iraq; Obama Years 1992-2000 Afghanistan; 2008-2015 Internet Bubble Housing Bubble; Recovery “Any Time 12/31/99 P/E 33x Financial Panic P/E 16.8x at All” Annualized Returns Inception Inception 5/31/96 to 12/31/99 to 12/31/08 to 5/31/96 to 12/31/99 12/31/08 3/31/15 3/31/15 Baron Focused Growth Fund Russell 2500 Growth Index S&P 500 Index 27.87% 2.72% 16.13% 11.54% 17.60% 26.58% –3.99% –3.60% 21.49% 16.65% 7.89% 8.16% Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares as of December 31, 2014 was 1.39%, but the net annual expense ratio was 1.35% (net of the Adviser’s fee waivers). The performance data quoted represents past performance. 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. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the adviser to the Fund) for 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. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month end, visit www.BaronFunds.com or call 1-800-99BARON. 1 2 3 4 Reflects the actual fees and expenses that were charged when the Fund was a partnership. The predecessor partnership charged a 15% performance fee through 2003 after reaching a certain performance benchmark. If the annual returns for the Fund did not reflect the performance fees for the years the predecessor partnership charged a performance fee, the returns would be higher. The Fund’s shareholders will not be charged a performance fee. The performance is only for the periods before the Fund’s registration statement was effective, which was June 30, 2008. During those periods, the predecessor partnership was not registered under the Investment Company Act of 1940 and was not subject to its requirements or the requirements of the Internal Revenue Code relating to registered investment companies, which, if it were, might have adversely affected its performance. The indexes are unmanaged. The Russell 2500™ Growth Index measures the performance of small to medium-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends, which positively impact the performance results. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell is a trademark of Russell Investment Group. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 39 Baron Focused Growth Fund Table III. Top contributors to performance for the quarter ended March 31, 2015 Quarter Market Cap End When Market Year Acquired Cap Total Acquired (billions) (billions) Return Vail Resorts, Inc. FactSet Research Systems, Inc. Choice Hotels International, Inc. Financial Engines, Inc. Dick’s Sporting Goods, Inc. Percent Impact 2013 $2.3 $3.8 14.20% 0.85% 2008 2.5 6.6 13.39 0.76 2010 2014 1.9 1.8 3.7 2.2 14.72 14.63 0.67 0.59 2005 1.6 6.8 15.06 0.58 Shares of Vail Resorts, Inc., the largest U.S. ski resort operator, rose in Q1 on strong earnings during the 2014-15 ski season despite poor snow at its Tahoe properties. Vail’s recent acquisition of Park City has improved the diversification of its resorts. Vail has also been able to operate Park City without a significant increase in selling, general and administrative expenses due to improved scale, which in turn, helped margins. Vail generated strong cash flow in Q1 and increased its dividend 50%. (David Baron) Shares of market data vendor FactSet Research Systems, Inc. rose in response to accelerated organic revenue growth, enhanced seat count additions, and meaningful earnings growth. We believe FactSet is continuing to take share across all markets, generate strong cash flow, and return it aggressively to shareholders. We see continued strength in the company’s buy side customer base and improving conditions on the sell side, which we believe will be an added tailwind to growth. (Neal Rosenberg) Shares of Choice Hotels International, Inc., the largest U.S. hotel franchisor, increased in Q1 on reports of robust revenue per available room across its portfolio. Choice used the revenue to boost unit growth and deals in its pipeline of new hotel franchises. The uptick in revenue produced free cash flow that the company used to buy back shares and increase its dividend. Choice continues to develop its central reservations system business, which remains on track with sales and could potentially be spun off or sold. (David Baron) Table IV. Top detractors from performance for the quarter ended March 31, 2015 Year Acquired Tesla Motors Inc. Colfax Corp. Fastenal Co. ITC Holdings Corp. Airgas, Inc. 2014 2012 2007 2008 2011 Market Cap Quarter When End Market Acquired Cap Total (billions) (billions) Return Percent Impact $31.2 2.4 6.4 2.2 5.3 –1.21% –0.39 –0.38 –0.28 –0.15 $23.7 5.9 12.2 5.8 8.0 –15.05% –8.74 –12.34 –7.04 –7.43 Shares of electric vehicle (EV) company Tesla Motors Inc. fell during the quarter as lower gas prices raised concerns that EV demand would drop. In addition, the launch of the company’s Model X SUV was delayed until late in 2015. We believe that, Tesla’s talent pool, first mover advantage, scale and brand, will result in market share gains for Tesla in years to come. (Gilad Shany) 40 Shares of industrial machinery company Colfax Corp. fell in Q1 as a result of exposure to declining oil prices, slowing international markets, and a weak Euro, which weighed on its expected earnings and growth outlook. We maintain conviction based on the Rales Brothers’ ability to create a multiplatform industrial company as evidenced by their success at Danaher. We believe Colfax will continue to use its business system to improve operations at acquired companies, which will generate shareholder value over time. (Rebecca Ellin) Shares of industrial supplies distributor Fastenal Co. fell in Q1. Sales growth moderated due to slowing demand in oil and gas regions and the impact of a stronger U.S. dollar on customers with large export divisions. Current growth rates of about 10%, while industry-leading, represent a deceleration from last year’s 15-20% runrate and are impacting Fastenal’s ability to leverage earnings faster than sales growth. We still see a path to double digit growth over the next several years, as well as an attractive valuation and debt-free balance sheet. (Matt Weiss) Recent Purchases Table V. Top net purchases for the quarter ended March 31, 2015 Year Acquired Tesla Motors Inc. Benefitfocus, Inc. 2014 2014 Market Cap When Acquired (billions) $31.2 0.7 Quarter End Market Cap (billions) Amount Purchased (millions) $23.7 1.0 $3.3 1.5 We added to our Tesla Motors Inc. investment during the quarter. During 2015, Tesla expects to increase its automobile production more than 70% to 55,000 cars from 33,000 in 2014 and 22,000 during 2013. This translates to non GAAP revenue of more than $5.5 billion in 2015 vs $3.3 billion last year and $2.6 billion in 2011. Model S has been one of the most successful luxury sedan launches in the recent history of cars, and Tesla had been working on this model when it had limited production capacity. We expect a highly publicized and successful Model X SUV launch later this year. Finally, we expect the company to launch a $35 – 40,000 “mass market” car in 2017. With supply constraints, we don’t think Tesla will be able to meet demand for Gen 3 cars for years. (Gilad Shany) The Fund opportunistically added to its position in Benefitfocus, Inc., a leading provider of cloud-based benefits software. The company offers an integrated suite of solutions to help customers shop, enroll, manage, and exchange benefits information. Benefits are presented in a user-friendly manner that allows insured individuals and their dependents to access all their benefits in one place. Benefitfocus is experiencing accelerating demand due to the ACA and a shift towards defined contribution benefit programs, which requires the enhanced insight and consumer experience only offered by modern software applications. We believe that Benefitfocus serves an addressable market that is more than 100 times larger than its current business, which should allow the company to compound revenue at more than 30% annually. We see significant margin expansion over time, as the company leverages its recent investments, hands off lower margin consulting work to partners, and begins to compete for high margin brokerage commissions. (Neal Rosenberg) Baron Focused Growth Fund March 31, 2015 Portfolio Structure The objective of Baron Focused Growth Fund is to double its value per share within five years. Our strategy to accomplish this goal is to invest for the long term in a focused portfolio of appropriately capitalized, well-managed, small and mid-cap businesses at attractive prices. We attempt to create a portfolio of less than thirty securities diversified by GICS sectors that will be approximately 90% as volatile as the market. These businesses are identified by our firm’s proprietary research. We think the businesses in which Baron Focused Growth Fund has invested have the potential to double in size within approximately five years and double again over the subsequent five years. We think these well-managed businesses have sustainable competitive advantages and strong, long-term growth opportunities. Considering current stock price valuations, we believe we have the opportunity to meet our performance goals during the next decade, although there is no guarantee that we will do so. As of March 31, 2015, Baron Focused Growth Fund held 24 investments. The median market capitalization of those small and mid-sized growth companies was $5.86 billion. Compared to its benchmark, the Fund’s investments have higher profitability (as exhibited through greater operating margin, EBITDA margin and net margin). They also exhibit better internal returns (higher return on invested capital and return on equity). And they are more conservatively financed (lower debt to market capitalization ratio) and, as important as any other metrics, they have actions more consistent with growth earnings (significantly lower standard deviation of earnings and lower beta). We find these important metrics important in limiting risk for a concentrated portfolio. The Fund has had less exposure to the Health Care sector than its index. Currently, the Fund does not hold any health care investments, while the average weighting in the index approached 20%. The Health Care sector, and particularly the biotech category, has been an extremely strong performer the past few years as investors expect increased drug approvals and greater profits. However, we believed that the industry did not offer sufficiently attractive risk/reward characteristics for a concentrated portfolio. Instead, the Fund invested in service providers to the health care space such as Benefitfocus, which assist company employees select appropriate benefit plans (including health care coverage). While not directly tied to the health care industry, this company should benefit from an aging employee base that is often confused by increasingly complex health coverage options. The Fund’s lack of exposure to the strong returns in the biotech health care space posed a significant relative disadvantage in the period. Table VI. Top 10 holdings as of March 31, 2015 Market Quarter Cap End When Market Percent Year Acquired Cap Amount of Net Acquired (billions) (billions) (millions) Assets Tesla Motors Inc. Hyatt Hotels Corp. Vail Resorts, Inc. CoStar Group, Inc. FactSet Research Systems, Inc. CarMax, Inc. Choice Hotels International, Inc. Manchester United plc Financial Engines, Inc. Benefitfocus, Inc. 2014 2009 2013 2014 $31.2 4.2 2.3 6.2 $23.7 8.8 3.8 6.4 $15.5 14.2 14.1 13.8 7.7% 7.1 7.0 6.9 2008 2011 2.5 5.7 6.6 14.5 11.9 10.4 5.9 5.1 2010 2012 2014 2014 1.9 2.3 1.8 0.7 3.7 2.6 2.2 1.0 9.6 8.8 8.4 8.3 4.8 4.4 4.2 4.1 Thank you for investing in Baron Focused Growth Fund. We are continuing to work hard to justify your confidence and trust in our stewardship of your family’s hard-earned savings. We are also continuing to try to provide you with information I would like to have if our roles were reversed. This is so you can make an informed judgment about whether Baron Focused Growth Fund remains an appropriate investment for your family. Respectfully, Ronald Baron CEO and Portfolio Manager April 30, 2015 For more information about this Fund please scan this QR code with any bar code reader on your mobile device Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. The Adviser believes that there is more potential for capital appreciation in small and medium-sized companies and using non-diversification, but there also may be more risk. Specific risks associated with non-diversification include increased volatility of the Fund’s returns and exposure of the Fund to greater risk of loss in any given period. Securities of small and medium-sized companies may be thinly traded and they may be more difficult to sell during market downturns. The Fund may not achieve its objectives. Portfolio holdings are subject to change. Current and future holdings are subject to risk. The discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio managers only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Focused Growth Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. Beta: measures a fund’s sensitivity to market movements. The beta of the market (Russell 2500 Growth Index) is 1.00 by definition. P/E: the price earnings ratio is a valuation ratio of a company’s current stock price to its actual earnings per share. 41 Baron International Growth Fund Dear Baron International Growth Fund Shareholder: Performance The Baron International Growth Fund (the “Fund”) gained 2.84% for the first quarter of 2015, while its principal benchmark index, the MSCI ACWI ex USA IMI Growth Index, returned 4.75% for the quarter. In general, global equities appreciated as markets responded to declining sovereign interest rates, in our view, largely driven by aggressive ECB monetary policy. Economic momentum worldwide continued to diverge, with relative strength in much of the developed world, led by a recovering Europe, and ongoing signs of deterioration in the developing world, notably in China and Brazil. Regardless, details related to ECB easing soothed concerns over anticipated Fed rate hikes, driving asset prices higher. Across the globe, high quality growth stocks, our principal investment focus, lagged their lower quality, more capital intensive and cyclical peers. We also attribute this largely to aggressive ECB easing, as the attendant decline in cost of capital worldwide drove a mean-reverting relief rally for such equities. On the contrary, the companies in which we seek to invest tend to be steady, valuecreating entities driven by organically high return on capital, and are thereby much less sensitive to changes in the cost of or access to capital. During the quarter, oil prices, currencies, bond yields and equities remained volatile, we suspect driven by uncertainty over key macroeconomic variables and a divergence in monetary policy expectations around the world. Uncertainty over the timing of anticipated Fed rate hikes, as well as the likelihood of Greece remaining in the EU, has also elevated market volatility. For global equities overall, and particularly for the emerging markets, we view the strength of the U.S. dollar, exacerbated by ECB policy, as a key risk factor, particularly for those countries most exposed to declining commodity prices and/or dollar denominated liabilities. We note that, for the most part, we have refrained from investing in companies and markets directly exposed. Table I. Performance (Retail Shares)† Annualized for periods ended March 31, 2015 Three Months3 One Year Three Years Five Years Since Inception (December 31, 2008) Baron International Growth Fund1,2 MSCI ACWI ex USA IMI Growth Index1 MSCI ACWI ex USA Index1 2.84% (1.07)% 7.48% 7.41% 13.14% 4.75% 1.18% 7.16% 5.87% 10.99% 3.49% (1.01)% 6.40% 4.82% 10.04% MICHAEL KASS PORTFOLIO MANAGER Retail Shares: BIGFX Institutional Shares: BINIX Although the current investment environment appears complex, we believe that our discipline seeks to identify attractive investment opportunities in all environments, often precisely due to the rapid evolution of change across our universe. Such change drives the entrepreneurs and companies in which we invest, and further, often motivates policymakers to engage in progressive reforms, upon which we often base long-term investment themes. We believe such opportunity is emerging now in a variety of countries and industries, and we remain confident that our discipline will continue to identify the source of tomorrow’s significant value creation. While disappointed with our first quarter relative performance, we have noted above the broad mean reversion away from high quality growth strategies during the quarter. We are not concerned, and we remain committed to our discipline, which we note has outperformed our broad peer group, defined as the Lipper International Multi-Cap Growth Average, by 291 basis points per annum since inception slightly over six years ago. During the quarter, by far the largest driver of underperformance was our collective investment in Brazil, where we entered the year overweight. For several years, we have been able to far offset the macro and currency headwinds in Brazil by owning very well positioned and strong performing private sector companies, particularly in the Education sector. However, by mid-January of this year, when the scope of the government’s excessive Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares as of December 31, 2014 was 1.63%, but the net annual expense ratio was 1.50% (net of the Adviser’s fee waivers). The performance data quoted represents past performance. 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. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month-end, visit www.BaronFunds.com or call 1-800-99BARON. † 1 2 3 The Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future. The MSCI ACWI ex USA indexes cited are unmanaged, free float-adjusted market capitalization weighted indexes. The MSCI ACWI ex USA IMI Growth Index Net USD measures the equity market performance of large, mid and small cap growth securities across developed and emerging markets, excluding the United States. The MSCI ACWI ex USA Index Net USD measures the equity market performance of large and mid cap securities across developed and emerging markets, excluding the United States. The indexes and Baron International Growth Fund include reinvestment of dividends, net of foreign withholding taxes, which positively impact the performance results. The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 42 March 31, 2015 Baron International Growth Fund pre-election fiscal mismanagement, coupled with the Petrobras corruption scandal, became clear, Brazil lost its credibility with the capital markets. Bond yields widened noticeably while the currency depreciated, and the new, more orthodox finance minister began to announce a rash of policies aimed at restoring fiscal balance. Such policies for the first time squarely targeted the private sector, which had previously been largely shielded. Notably, one of the key policy adjustments was a revision in the terms of the government-funded student financing program known as the FIES, which, among other adverse adjustments, directly impaired our performance during the quarter. Here, Kroton Educacional SA, GAEC Educação S.A. and GOL Linhas Aéreas Inteligentes SA declined materially. We actively reduced exposure to Brazil beginning in January and exited the quarter with an approximate market weight position, and we will monitor the policy environment for future opportunities. On the brighter side, and partially offsetting developments in Brazil, the most significant positive contribution to relative performance was in Japan, where reform efforts have broadened to cultivate a more shareholder return driven culture, leading to strong market conditions and solid appreciation in several of our holdings, notably MonotaRo Co., Ltd., FANUC Corp. and Rakuten, Inc. FANUC, in particular, has announced for the first time it will evaluate share buybacks and an enlarged dividend payout, in line with recent government requests and a material positive change for a serial cash generator such as FANUC. it will seek to improve returns via enhanced dividend payout and/or share repurchase. We retain conviction due to the company’s dominant market position and ability to generate high returns on capital. (Anuj Aggarwal) Shares of JUST EAT plc, an online restaurant delivery marketplace in Europe, Latin America, and Canada, rose in Q1. JUST EAT reported solid results for the back half of 2014, guided toward sales slightly above Street estimates for 2015, and demonstrated execution across its European footprint and evidence that its #1 position across most of its markets is defensible and sustainable. We believe JUST EAT will benefit from the trend toward online delivery ordering and its large lead in a winner-take-all industry. (Eric Guzman) Rakuten, Inc. is a Japanese online shopping mall and financial services company. Shares increased due to a solid Q4 earnings report, where improvements in loss-making businesses have renewed investor optimism. On the M&A front, the market has taken a less critical stance on its acquisition of Viber, a loss-making mobile messaging app with 236 million monthly active users, and a positive view of its recent acquisition of Ebates, an online coupon supplier that strengthens Rakuten’s overseas presence. (Catherine Chen) Table III. Top detractors from performance for the quarter ended March 31, 2015 Table II. Percent Impact Top contributors to performance for the quarter ended March 31, 2015 Percent Impact MonotaRo Co., Ltd. Domino’s Pizza Enterprises Ltd. FANUC Corp. JUST EAT plc Rakuten, Inc. 0.77% 0.59 0.56 0.52 0.46 Shares of Japan-based online consumables distributor MonotaRO Co., Ltd. rose in Q1 on strong quarterly growth in user activity and order size. Management has proven it can transact at high returns on capital. We think it will grow market share in the maintenance, repair and operations segment by offering a wide array of products at low cost. Given its success in Japan, we think MonotaRO can successfully compete in Korea and grow profits by consolidating royalty income generated by key shareholder WW Grainger’s online initiatives. (Aaron Wasserman) Shares of Domino’s Pizza Enterprises Ltd. rose in Q1 on reports of strong Q4 earnings. The company is the largest master franchiser of the Domino’s Pizza brand, operating in its home market of Australia/New Zealand, certain European countries, and Japan. It grew same store sales by 11% in Australia/New Zealand, which is considered a mature market. Its European operation has successfully undergone a turnaround and is showing solid progress. Its newest market, Japan, has been showing strong operational potential. (Kyuhey August) Shares of FANUC Corp. rose in Q1, as a result of strong financial results. As the world’s leading manufacturer of factory automation equipment and robots, the company is a beneficiary of the secular growth in industrial automation. The stock also benefited subsequent to an announcement that GAEC Educação S.A. Kroton Educacional SA GOL Linhas Aéreas Inteligentes SA AO World plc Opera Software ASA –0.90% –0.72 –0.68 –0.54 –0.49 GAEC Educação S.A is a for-profit education company in Brazil. GAEC has been a beneficiary of FIES, the government’s student financing program. Due to Brazil’s fiscal problems, the government changed the rules for FIES, impairing margins, return on capital and stock performance across the industry. GAEC also made two acquisitions prior to the announcement, which heightened concerns that it would be unable to extract synergies given the change in FIES rules. We reduced our position during the quarter. (Kyuhey August) As the largest for-profit education company in Brazil, Kroton Educacional SA has been a beneficiary of FIES, the government’s student financing program. We also think it is an exceptionally well-managed company. However, Brazil’s fiscal problems prompted the government to change the rules on FIES, impairing margins, return on capital and stock performance across the industry. In addition, the Brazilian Real and market have both been weak due to fiscal credibility issues. We have reduced our position during the quarter. (Kyuhey August) GOL Linhas Aéreas Inteligentes SA is the second largest airline in Brazil. Our investment thesis was based on industry-wide capacity rationalization and operational improvements at GOL. GOL was also a cheaper way to own Smiles SA, a high growth, high return loyalty program, of which GOL is a majority shareholder. Shares fell sharply in Q1, weighed down by the 43 Baron International Growth Fund impact of the slowdown in Brazil and the adverse impact on the company of the decline in the Brazilian Real. We reduced our position during the quarter. (Kyuhey August) Table VI. AO World plc is the leading online seller of major domestic appliances in the U.K., with a 12% market share. AO’s optimization of proprietary software and logistics and focus on customer service sets it apart from competitors. Shares in Q1 were pressured by a slower growth forecast, down from a spike in sales in the wake of AO’s IPO last May. The company has said that it expects growth to reaccelerate in the second half of 2015, driven by improving sales in the U.K. and a continued ramp up in Germany. (Ashim Mehra) Japan United Kingdom Germany Israel Canada France United States Spain Switzerland Australia Ireland Italy Hong Kong Norway Opera Software ASA operates a leading Internet browser. Shares fell in Q1 based on disappointing fiscal results and outlook, driven down in large part by foreign currency exposure to the Russian Ruble that was greater than had been previously disclosed. We exited our position based on this new disclosure, as well as concerns over the long-term strategic positioning of its core mobile advertising business. (Ashim Mehra) Portfolio Structure Percentage of securities in developed markets as of March 31, 2015 Percent of Net Assets Table VII. Percentage of securities in developing markets as of March 31, 2015 Percent of Net Assets Table IV. Top 10 holdings as of March 31, 2015 - Developed Countries Percent of Net Assets Constellation Software, Inc. Check Point Software Technologies Ltd. Mellanox Technologies Ltd. Ingenico SA Rakuten, Inc. Symrise AG Domino’s Pizza Group plc Domino’s Pizza Enterprises Ltd. ProSiebenSat.1 Media AG RIB Software AG 3.1% 2.8 2.7 2.3 2.3 2.2 2.0 2.0 2.0 2.0 Top five holdings as of March 31, 2015 - Developing Countries Percent of Net Assets 1.6% 1.4 1.3 1.3 1.2 Exposure by Country: At the end of the first quarter of 2015, the Fund was invested 75.7% in developed countries and 18.9% in developing countries, with the remaining 5.4% in cash. The Fund seeks to maintain broad diversification by country at all times. A detailed review of the Fund’s holdings by country is available at the back of this Baron Funds Quarterly Report. 44 China India Indonesia Brazil South Africa 7.6% 4.2 2.8 2.6 1.7 The Fund may invest in companies of any market capitalization, and we strive to maintain broad diversification by market cap. As of March 31, 2015, the Fund’s median market cap was $7.32 billion, and we were invested approximately 51.7% in large/giant cap companies, 32.1% in midcap companies, and 10.8% in small-cap companies, as defined by Morningstar, with the remainder in cash. Recent Activity Table V. Steinhoff International Holdings Ltd. Kingdee International Software Group Co. Ltd. Tencent Holdings, Ltd. Axis Bank Ltd. Tower Bersama Infrastructure Tbk PT 15.6% 14.3 11.7 5.5 5.2 4.2 3.9 3.8 3.0 2.6 1.7 1.5 1.4 1.3 During the quarter, we increased our holdings in Japan, Europe and the UK, where we see country and company specific fundamentals improving, while we decreased our exposure in the developing world, particularly in Brazil. Notable new positions include Aena SA, the principal operator of airport terminals in Spain that was recently privatized by the Spanish government, and which we believe is very well positioned to benefit from improving travel volumes as a result of stronger economic activity and the weaker Euro. The company has strong cash generation potential and significant operating leverage, which we believe will drive attractive dividend increases in coming years. We also established new positions in Azimut Holding S.p.A., a leading wealth management and asset management firm in Italy positioned to benefit from the decline in deposit rates and yields on European fixed income assets, and Abcam plc, which we have been following for several years, a leading U.K. based provider of research-grade antibodies for the biotech and research industries with a unique and March 31, 2015 high-margin online network approach. During the quarter we eliminated our position in Opera Software ASA due to disappointing earnings and declining conviction in the longer-term outlook. In addition, we reduced a number of developing world investments, most notably in Brazil, given deteriorating fundamentals and in some cases, rising valuations. Outlook The first quarter of 2015 appeared to confirm the prior quarter’s passage into a new, more volatile environment for the global capital markets. Oil prices, currencies, bond yields and equities continued to exhibit gyrations, as key macro variables remained uncertain, monetary policy expectations further diverged, and, as a result, deviation among asset classes, countries and sectors remained wide and volatile. Further, we observe that the recent quarter reflected a mean-reverting rotation in performance away from highquality growth stocks and towards the lower quality, more capital intensive and cyclical elements of the market. In our view, this was driven by the aggressive stance of the ECB, which provided a jolt of liquidity to offset previous concerns over anticipated Fed hikes, allowing those stocks most sensitive to the cost of and access to capital to recover some lost ground. To us, the key event of the first quarter was the detail of the ECB’s easing campaign, which clearly “beat” market expectations. The relentless suffocation of interest rates by developed world central bankers turned a new chapter, with ten-year sovereign yields plunging to well below 50 basis points across much of Europe and bank deposit rates going negative in Switzerland and Scandinavia. In our complex and intertwined financial world, such policy moves certainly create ripple effects, both intended and unintended; the Euro has fallen to levels not seen in over a decade, and yield-driven investors are forced further out on the risk spectrum. We consider policies of financial repression self-reinforcing, as they encourage sovereigns and corporates worldwide to add to already healthy levels of leverage. As such, we suspect interest rates are likely to remain remarkably low for a sustained period as any material increase is likely to stress the system and thereby derail economic momentum. We view the current financial and investment environment as a conundrum that we might describe as the “Truman Show” market. Here, global monetary authorities present a constructed reality, where developed world interest rates, the key Baron International Growth Fund variable upon which all other market instruments must be evaluated on a relative basis, are manipulated rather than set by market forces. Likewise, we must consider whether the attendant pressure on rates has resulted in capital misallocation and the mispricing of risk on fixed income instruments. We note that as risk free rates drift closer to zero, asset prices rise, and all-else equal, forward-looking returns on equity securities thereby likely fall. Fortunately, our discipline recognizes the opportunity inherent in change, and we continue to discover attractive investments over our fiveyear investment horizon. We note Europe, Japan, China, India and Indonesia are particularly fertile grounds for such long-term opportunity given significant reforms already underway. We view the key risks to international and emerging market equities to be a potential change in appetite for sovereign bonds in certain fundamentally challenged countries, and/or a possible gradual or more abrupt devaluation of the Chinese RMB. We do not currently view either as a likely event in the near term, however, we are actively seeking and making investments in companies that both fit our discipline and, in our view, are also shielded from or even beneficiaries of such events. Finally, we reiterate that we believe a key catalyst for long-term value creation in our markets remains the ongoing shift in opportunity, resources and capital towards those companies and entrepreneurs most capable of driving capital efficiency and economic productivity. This phenomenon remains very much in play across our investment universe, particularly in reform-driven countries such as Japan, India, China and several countries within Europe. Thank you for investing in the Baron International Growth Fund. Sincerely, Michael Kass Portfolio Manager April 30, 2015 For more information about this Fund please scan this QR code with any bar code reader on your mobile device. Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. Non-U.S. investments may involve additional risks to those inherent in U.S. investments, including exchange-rate fluctuations, political or economic instability, the imposition of exchange controls, expropriation, limited disclosure and illiquid markets. This may result in greater share price volatility. Specific risks associated with investing in small and medium-sized companies include that the securities may be thinly traded and they may be more difficult to sell during market downturns. The Fund may not achieve its objectives. Portfolio holdings are subject to change. Current and future portfolio holdings are subject to risk. The discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio manager only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron International Growth Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. 45 Baron Real Estate Fund Dear Baron Real Estate Fund Shareholder: We are pleased to report that the Baron Real Estate Fund (the “Fund”) generated solid performance in the first three months of 2015. During this period, the Fund gained 4.51%, slightly underperforming the MSCI USA IMI Extended Real Estate Index (the “MSCI Real Estate Index”), which gained 5.12%, and outperforming the S&P 500 Index, which gained 0.95%. We are now in our sixth year managing the Fund. Since inception, the Fund has generated a 21.79% average annual return, exceeding its primary benchmark, the MSCI Real Estate Index (16.76%) by 503 basis points per year, and the S&P 500 Index (14.87%) by 692 basis points per year. Additionally, since inception, the Fund has generated a cumulative return of 181.47%, exceeding the MSCI Real Estate Index (125.61%) and the S&P 500 Index (107.09%). Looking ahead, we remain optimistic. In the most recent quarter, several of our companies reported strong business results and announced strategic acquisitions and/or initiatives that we believe will contribute to growth in shareholder value in the years ahead. Many of these positive new developments are detailed in this letter. JEFFREY KOLITCH PORTFOLIO MANAGER Retail Shares: BREFX Institutional Shares: BREIX Performance Table II. Table I. Performance (Retail Shares) Top contributors to performance for the quarter ended March 31, 2015 Annualized for periods ended March 31, 2015 Baron Real Estate Fund1,2 Three Months3 4.51% One Year 16.19% Three Years 24.10% Five Years 21.34% Since Inception (December 31, 2009) (Annualized) 21.79% Since Inception (December 31, 2009) (Cumulative)3 181.47% Quarter End Market Cap (billions) MSCI USA IMI Extended Real Estate Index1 S&P 500 Index1 5.12% 19.12% 17.56% 15.65% 0.95% 12.73% 16.11% 14.47% 16.76% 14.87% 125.61% 107.09% Mohawk Industries, Inc. Diamond Resorts International, Inc. Norwegian Cruise Line Holdings Ltd. Hilton Worldwide Holdings, Inc. Jones Lang LaSalle, Inc. $13.6 2.5 12.3 29.2 7.6 Percent Impact 0.54% 0.50 0.41 0.40 0.37 Many of our largest investments performed well in the first few months of 2015. Mohawk Industries, Inc., the world’s largest flooring manufacturer, announced the $1.2 billion acquisition of IVC Group, a leading producer of Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares as of December 31, 2014 was 1.32%. The performance data quoted represents past performance. 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. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month end, visit www.BaronFunds.com or call 1-800-99BARON. 1 2 3 The indexes are unmanaged. The MSCI USA IMI Extended Real Estate Index is a custom index calculated by MSCI for, and as requested by, BAMCO, Inc. The index includes real estate and real estate-related GICS classification securities. MSCI makes no express or implied warranties or representations and shall have no liability whatsoever with respect to any MSCI data contained herein. The MSCI data may not be further redistributed or used as a basis for other indexes or any securities or financial products. This report is not approved, reviewed or produced by MSCI. The S&P 500 Index measures the performance of 500 widely held large cap U.S. companies. The indexes and the Fund include reinvestment of interest, capital gains and dividends, which positively impact the performance results. The performance data in the table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 46 March 31, 2015 sheet vinyl, luxury vinyl tile (LVT), and laminate. This acquisition should generate a number of benefits and is expected to be highly accretive. Most notably, the acquisition will increase the company’s exposure to the fast growing LVT market, which currently accounts for 5% of total flooring sales in the U.S. and is expected to grow at a mid-teens rate annually for the next several years. Under the leadership of CEO Jeff Lorberbaum, the company has a long-standing history of successful acquisitions, and we believe the IVC acquisition will deliver similar results. We remain optimistic about the longer-term prospects for Mohawk, and believe the company will continue to grow through acquisitions, product innovations, international expansion, and a cyclical recovery in the U.S. housing and commercial real estate market. In January, Diamond Resorts International, Inc., a leading timeshare operator, announced that it will eliminate its external management structure, whereby certain officers and employees were not employed or directly compensated by the company, but rather by an external company. We view this improvement in corporate governance favorably and believe it will help to narrow Diamond Resorts’ significant valuation gap between itself and its peers. Despite industry leading growth, Diamond Resorts trades at only 8.7 times cash flow, while its peers trade at 12-13 times cash flow. Earlier this year, the company also reported very strong business results. Cash flow increased 43% in 2014, and the company is guiding to continued strong growth in 2015. We first began acquiring shares in Diamond less than two years ago at $14 per share. Since then, the shares have more than doubled to $33. We believe the shares can continue to achieve mid-teen returns in the years ahead. Early in 2015, Norwegian Cruise Line Holdings Ltd. appointed Frank Del Rio as President and CEO. Frank had been the CEO of Prestige Cruises, which Norwegian acquired in 2014. We had the opportunity to meet with him at the company’s first-ever investor day a few months ago and were impressed. He detailed his long-term strategic vision to drive revenue growth and lower costs. Management believes it can grow earnings in the next three years from $2.32 per share in 2014 to $5 per share in 2017, representing approximately 30% annual growth. If management is successful in generating $5 per share, we believe the shares would be valued at 16 to 18 times earnings and appreciate to $80-$90 or approximately 50-70% higher from current levels. In February, Hilton Worldwide Holdings, Inc. sold its Waldorf Astoria hotel in New York City for an incredible $1.95 billion or 32 times cash flow! Hilton will continue to operate the property under a 100-year management agreement. It utilized the proceeds from this sale to acquire five other U.S. hotel properties at approximately 13 times cash flow. Hilton also reported strong business results, and management continues to believe that its prospects for growth and share price appreciation are strong. For more on the company, please see the “Recent Activity” section later in this letter. Following strong earnings results, the shares of Jones Lang LaSalle, Inc. continued to perform well. The company is the world’s second largest commercial real estate services firm after CBRE Group, Inc., which is also a top holding in the Fund. Jones Lang LaSalle’s business lines include leasing, sales, property and facility management, and investment management. In Baron Real Estate Fund our opinion, all of its business categories remain well-positioned for the real estate market recovery and growth during the next few years. We anticipate that the shares can continue to appreciate 15% per year over the next few years, in line with anticipated earnings growth. Table III. Top detractors from performance for the quarter ended March 31, 2015 Quarter End Market Cap or Market Cap When Sold Percent (billions) Impact Wynn Resorts Ltd. Las Vegas Sands Corp. Essent Group Ltd. Tower Bersama Infrastructure Tbk PT American Tower Corp. $12.8 44.0 2.2 3.5 39.6 –0.35% –0.15 –0.14 –0.13 –0.10 The shares of Wynn Resorts Ltd. and Las Vegas Sands Corp. continued to underperform in the first few months of 2015. Business conditions in Macau have remained weak due to China’s anti-corruption campaign, tightened visa restrictions, and the softer economic environment in Asia. Though the near-term outlook may remain disappointing, several factors bode well for both companies over the longer term. These include an eventual rebound in gambling growth, improvements in travel infrastructure (a new bridge, additional ferry and airport capacity, and rail line upgrades) that should enhance visits to Macau, and the possible issuance of new gaming licenses. Essent Group Ltd. is a well-run mortgage insurance company that, in our view, is well positioned to benefit from the emerging cyclical recovery in housing and from the secular shift from public mortgage insurance to private mortgage insurance. The shares, however, lagged in 2014, perhaps due to the lackluster environment in the homebuilding market. More recently, in response to the Federal Housing Administration (FHA) announcement that it would cut its premium rates, the shares of the company declined. This change could reduce the cost advantage of private mortgage insurers and consequently reduce Essent’s addressable market. We have chosen to exit our investment and reallocate the capital to our higher conviction ideas. Following a more than 65% return in 2014, the shares of Tower Bersama Infrastructure Tbk PT, the second largest independent wireless tower owner and operator in Indonesia, declined modestly in the first few months of 2015. We remain optimistic about the prospects for the company. Bersama’s core business is leasing space for antennas and other equipment for wireless signal transmission under long-term lease agreements with Indonesian telecommunication operators. The long-term nature of these lease agreements (contracts are typically 10 years) provides high predictability of future revenues. We believe that Indonesia, with the fourth largest population in the world, approximately 250 million people, presents an attractive wireless market opportunity because the country is underpenetrated from a wireless infrastructure perspective. Management believes it may double its tower count in the next 5 years. 47 Baron Real Estate Fund Portfolio Structure The Fund differentiates itself as a balanced and more diversified real estate-related fund than a typical REIT-dominated fund. We also concentrate on performance through real estate cycles spanning more than just a single year. We believe that our philosophy of investing in broader real estate-related categories is a more sensible strategy that should produce superior results over the long term. REITs represented 21.9% of the Fund’s net assets. Business conditions are generally strong for our REIT companies, and they may continue to benefit from the possibility that interest rates remain low, limited new construction activity, and accretive investment opportunities. We are mindful, however, that the valuations of many REITs have become pricey (with compressed dividend yields), and REITs may be more vulnerable to an eventual rise in interest rates. We will continue to closely monitor our REIT investments. Hotel & Leisure companies comprise 18.0% of the Fund. We maintain that the prospects for our investments in this category are attractive amid expectations of solid demand and low supply forecasts and company-specific initiatives, some of which were detailed earlier in this letter. Building Products/Services companies represent 12.0% of the Fund. We believe the Fund’s investments in these companies should continue to benefit from a multi-year recovery in housing. The Fund has invested 10.9% in Senior Housing Operators that are well positioned, in our opinion, to benefit from favorable demographic trends, industry consolidation, a cyclical recovery in their businesses, and, perhaps, initiatives that can unlock real estate value. The complete list of the Fund’s real estate-related categories as of March 31, 2015 is as follows: Table IV. Fund investments in real estate categories as of March 31, 2015 Percent of Net Assets Cash and Cash Equivalents 1 2 3 4 21.9% 18.0 12.0 10.9 8.2 7.6 5.7 5.3 3.9 3.6 97.1 2.9 100.0% Total includes 2.9% from Equinix, Inc., which has been operation as a REIT since January 1, 2015. Total would be 21.3% if included hotel REIT LaSalle Hotel Properties, Strategic Hotels & Resorts, Inc. and Sunstone Hotel Investors, Inc. Total would be 6.0% if included tower REIT American Tower Corp. This category includes non-REIT Data Centers and Infrastructure-Related. 48 Recent Activity Table V. Top net purchases for the quarter ended March 31, 2015 In the Most Recent Quarter: REITs1 Hotel & Leisure2 Building Products/Services Senior Housing Operators Real Estate Service Companies Real Estate Operating Companies Casinos & Gaming Operators Homebuilders & Land Developers Tower Operators3 Other4 At March 31, the Fund maintained 49 positions. Our 10 largest holdings comprised 36.6% of the Fund, with an average position size of 3.7%, and our 20 largest holdings accounted for 60.9% of the Fund, with an average position size of 3.0%. MGM Resorts International Global Logistic Properties Ltd. Brookfield Infrastructure Partners L.P. Hilton Worldwide Holdings, Inc. Wynn Resorts Ltd. Quarter End Market Cap (billions) Purchased Amount (millions) $10.3 9.3 6.8 29.2 12.8 $56.7 32.9 23.0 20.2 18.1 The Fund recently initiated a position in MGM Resorts International after its share price had declined by 40% from its March 2014 peak of $28 per share. MGM is a leading global hospitality company that owns and operates or has a joint venture interest in nineteen hotel and casino properties, including ten properties in Las Vegas, one in Macau, and others within Nevada, Mississippi, Michigan, and Illinois. Our favorable outlook for the company is supported by a number of factors. First, MGM owns several of the leading hotel and casinos in Las Vegas, including the Bellagio, the MGM Grand Las Vegas, Mandalay Bay, The Mirage, and New York-New York. Despite generating approximately 80% of its cash flow in the United States where business conditions are modestly improving and only 20% of its cash flow in Macau where business conditions are currently poor, the shares of MGM Resorts have been lumped together with the Macau-centric gaming companies, such as Wynn Resorts and Las Vegas Sands. The shares of all three companies had fallen approximately 40% from their peak share prices in 2014. MGM also owns a high quality real estate portfolio that we believe is substantially undervalued in the public markets. At its current price of $21.50 per share, MGM Resorts now trades at approximately 10-11 times cash flow, representing a substantial discount to high quality public hotel REITs that trade between 14-18 times cash flow. MGM’s shares also compare favorably to the 17 times cash flow that Blackstone Real Estate, the world’s largest private equity real estate investor, reportedly paid for the Cosmopolitan Hotel in Las Vegas just a few months ago. Second, in contrast to Macau, Las Vegas has begun to recover. In 2014, visitation to Las Vegas increased 3.7%, resulting in gains in hotel occupancy and room rates. We believe lower oil prices, increased domestic airline seat capacity to Las Vegas, and an improvement in consumer spending should support continued growth in Las Vegas over the next few years. Thirty percent of all visitors to Las Vegas come from California. Many of these travelers drive to Las Vegas. As such, we believe Las Vegas should benefit considerably from lower gas prices. In 2014, MGM Resorts generated approximately $1.5 billion in cash flow in Las Vegas, still 50% below the company’s peak cash flow of $2.3 billion in 2007. Third, the company is working on several development projects which should drive revenue growth in the next few years. MGM Resorts is March 31, 2015 expected to open a $1.2 billion casino in the second half of 2016 at National Harbor, outside of Washington D.C. We believe this may become one of the most successful regional casinos in the U.S. The company is also building an $800 million casino in Springfield, Massachusetts that it expects to complete in 2017. In Las Vegas, management is making improvements to several of its properties including developing a new 20,000 seat arena, expanding its convention center, and adding a music festival venue. In Asia, the company expects to complete its $2.9 billion MGM Cotai (Macau) in 2016. Finally, we believe MGM is a leading contender to build and operate an integrated resort in Japan and Korea if these countries pass casino bills. Lastly, several additional catalysts could drive shares higher in the next few years. Given the premium valuation of REITs, MGM may choose to convert its gaming assets to a REIT to unlock substantial real estate value. In the most recent quarter, an activist shareholder proposed a MGM REIT conversion. We believe the shares would appreciate to at least $30 per share as a REIT, or approximately 40% higher than current levels. Management could also sell non-core real estate assets in Detroit, Mississippi, New Jersey, and elsewhere, and use sale proceeds to repay debt. Finally, we expect business conditions in Macau to improve over time as China’s economy stabilizes, new casinos, such as the MGM Cotai, open to meet the shortage of rooms, and the completion of infrastructure projects, such as a new bridge, rail transit system, and ferry terminal. At its current price of only $21.50 per share, we believe the “risk-reward” for MGM’s shares in the next few years is compelling with only 10% downside risk and 50% or more upside potential. In the most recent quarter, we began acquiring shares in Global Logistic Properties Ltd., a leading provider of modern logistics facilities (i.e. warehouses) in China, Japan, Brazil and the U.S. The company’s property portfolio of over 300 million square feet is strategically located across 77 cities, forming an efficient logistics network serving more than 800 customers. Currently, approximately 55% of the value of the company is derived from China, 21% from Japan, 12% from Brazil, 4% from the U.S., and 8% from various other geographic regions. We are optimistic about GLP because, in our opinion, the long-term growth prospects for its three core business lines – operations, development, and fund management – are quite promising. Further, we acquired the shares at an attractive price – a 20% discount to our conservative estimate of net asset value. We see the potential for double digit annual returns the next few years from an improvement in the company’s valuation and growth in its core portfolio, development pipeline, and fund management business. In Global Logistics’ core operations, the company leases logistics properties to international and domestic manufacturers, retailers, and third-party logistics companies. We believe the company’s large scale is a competitive advantage. In China, GLP operates seven times the amount of logistics space as its next closest competitor, while in Japan, the company has 62% more space, and in Brazil, the company has over four times the amount of modern logistics space. The company’s scale generates a powerful “network effect” as 50% of its customer base leases from multiple locations. In our opinion, the company is positioned to benefit over the long-term from increasing demand in China (for example, China’s retail chain store market is significantly below that of the U.S., and the pace of openings has accelerated), and modern logistics facilities in China are in short supply. According to management, 75% of China’s warehouses do not meet modern logistics requirements and may be demolished as urbanization spreads. Baron Real Estate Fund The company’s 50 million square foot development pipeline should serve as an additional source of growth in the next several years (a 16% increase in the size of the company’s real estate portfolio), and the company’s more than $20 billion third-party fund management business provides stable recurring income, helps to accelerate the company’s development pipeline, and should grow over time. We have high regard for the management team of Brookfield Infrastructure Partners L.P. and its parent company Brookfield Asset Management (also a holding of the Fund). We first began acquiring shares in Brookfield Infrastructure more than five years ago at $16 per share. At its recent price of $46, we believe the shares could continue to achieve mid-teens annual returns. The company owns and operates a globally diversified portfolio of high quality infrastructure assets. The outlook for the company is stable and relatively predictable as 89% of its cash flow is contractual or regulated, similar to REITs with long leased assets. We believe the company’s holdings offer strong internal growth prospects, and management is targeting to grow its close to 5% dividend yield by approximately 5-9% per year. Recently, the Fund has been acquiring additional shares in Brookfield Infrastructure because of the possibility of several new and exciting growth opportunities. First, the company recently invested $500 million in a leading French communication tower infrastructure business. This is Brookfield’s first investment in the tower sector. We have long held the view that wireless towers are one of the more compelling niche real estate categories given the long-term contracts and resultant predictable cash flows and the secular growth opportunities as the global population moves more and more to wireless communication. We believe the French tower assets were acquired at an attractive valuation of less than 10 times cash flow, and that additional tower acquisitions might be consummated in the next few years. Second, management noted in its most recent quarterly letter that it sees “opportunities for step change growth” and that “2015 is shaping up to be potentially one of the most active periods for infrastructure investors.” The company is monitoring several large scale investment possibilities. We believe it is possible that Brookfield will invest $1-$2 billion of equity capital that could generate additional earnings of $1 per share (assuming a 15% return threshold on a $1.5 billion investment), which would represent 30% growth on the company’s 2014 base earnings of $3.45 per share. Following recent meetings with the management of Hilton Worldwide Holdings, Inc., the largest hotel company in the world, we acquired additional shares in the company. We believe CEO Chris Nassetta, and his team will continue to create significant value for shareholders in the years ahead. The company has several leading brands and is generating industry leading growth and market share gains. Its development pipeline of 215,000 rooms represents approximately 18% of all global hotel rooms under construction, implying significant potential for continued growth. Management continues to focus on growing its high-margin, more predictable and less capital intensive management and franchise (52% of cash flow) and timeshare (12% of cash flow) businesses, which should result in higher cash flow generation. Approximately 64% of the company’s cash flow is generated from these businesses. Management continues to repay debt, and we believe may initiate a dividend and stock buyback program later in 2015. Over the long-term, management is committed to simplifying its business and may eventually spin off its owned real estate business (approximately 35-40% of the value of the company) and its 49 Baron Real Estate Fund timeshare business (approximately 12% of the value of the company) if there is an opportunity to unlock additional value for shareholders. Finally, Hilton management owns a significant amount of its shares, so management’s interests are strongly aligned with ours. Table VI. Top net sales for the quarter ended March 31, 2015 Starwood Hotels & Resorts Worldwide, Inc. Brookfield Residential Properties, Inc. D.R. Horton, Inc. Blackstone Mortgage Trust, Inc. Essent Group Ltd. Quarter End Market Cap or Market Cap When Sold (billions) Amount Sold (millions) $14.3 3.6 10.4 1.8 2.2 $25.8 24.8 22.5 20.1 19.8 We recently reduced our investment in Starwood Hotels & Resorts Worldwide, Inc. because we see better near-term growth and more share price upside potential in some of our other hotel and real estate-related investments. We have, however, maintained a position in the company because we believe there are opportunities for new CEO Adam Aron, to improve its operations and drive growth. We also believe the company could be an attractive acquisition target. In the most recent quarter, Brookfield Residential Properties, Inc. was acquired by Brookfield Asset Management, Inc. (another holding of the Fund) at about a 20% premium to the Fund’s cost basis. Brookfield Residential is primarily a residential land development company. We believe it will benefit from being a private company which would allow management to focus on creating long-term value through land acquisition and development. Outlook We are mindful that some of the contributors to positive equity market performance in the last few years such as favorable valuations, an accommodating Federal Reserve, and the undervalued U.S. dollar, are now somewhat less compelling. Consequently, the outsized equity returns of the last five years are unlikely to be repeated. Nevertheless, we continue to believe that the prospects for real estate and the Fund are attractive. In our opinion, economic conditions are generally solid, and currently offer a rare and welcome combination of low interest rates, low inflation, cheap oil prices, solid job growth, and increased household formation. We believe stocks remain attractive versus bonds. Longer duration bonds are so expensive now that they carry a negative yield when adjusted for the normalized inflation that consumers may experience in future years. For example, the 10-year treasury yield has declined from 6.58% in January 2000 to 1.90% today, despite a longer-term inflation expectation of at least 2.0%. The backdrop for commercial real estate remains strong while demand, in most cases, is outstripping new construction activity. Strong balance sheets, low interest rates, and wide access to cheap capital afford many companies the opportunity to develop and acquire real estate, and to propel growth. In the housing market, it appears that, at long last, the pieces are falling in place for a normalized and growing residential market. Employment and household formation have improved. Credit conditions are easing and mortgage rates are near historical lows. In numerous markets, renting is more expensive than owning a home. There are signs that the millennial generation (approximately 75 million ages 18-34) is beginning to move out of mom and dad’s home. New home sales are up 25% year-to-date. We decided to decrease our investment in D.R. Horton, Inc., one of the largest public homebuilders in the U.S., and reallocate the capital to other real estate-related companies that we believe are more attractively valued. The company is one of the best-positioned builders for the recovery in residential real estate, and we may buy additional shares at a more attractive valuation. In summary, business conditions for most of our companies are improving – both in commercial and residential real estate. The first quarter of 2015 was particularly encouraging, given the large number of the Fund’s portfolio of companies that reported strong business results, strategic acquisitions, corporate reorganizations, and/or favorable business outlooks. In the most recent quarter, we exited both Blackstone Mortgage Trust, Inc. and Essent Group Ltd. and reallocated the capital to higher conviction investment ideas. We also believe that a number of our holdings may pursue opportunities to unlock their real estate values such as transitioning to REIT structures, spin-offs, sales, or other value enhancing moves. 50 March 31, 2015 Baron Real Estate Fund We are pleased with the Fund’s holdings. We believe we have assembled a group of quality companies that are reasonably priced with good growth prospects, led by great management teams. Thank you for your continued support. I remain a major shareholder of the Baron Real Estate Fund alongside you. Sincerely, Table VII. Top 10 holdings as of March 31, 2015 Quarter End Quarter End Market Investment Cap Value Percent of (billions) (millions) Net Assets Brookdale Senior Living, Inc. Hilton Worldwide Holdings, Inc. CBRE Group, Inc. Hyatt Hotels Corp. Capital Senior Living Corp. Norwegian Cruise Line Holdings Ltd. Mohawk Industries, Inc. MGM Resorts International Wyndham Worldwide Corp. Diamond Resorts International, Inc. $ 6.9 29.2 12.9 8.8 0.8 12.3 13.6 10.3 10.9 2.5 $146.3 71.0 68.5 62.1 60.2 59.4 57.1 56.9 56.9 56.3 7.7% 3.7 3.6 3.3 3.2 3.1 3.0 3.0 3.0 3.0 Jeffrey Kolitch Portfolio Manager April 30, 2015 For more information about this Fund please scan this QR code with any bar code reader on your mobile device. Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. Baron Real Estate Fund is non-diversified, which means it may invest a greater percentage of its assets in fewer issues, and which increases the volatility of its returns and exposes it to potentially greater losses in a given period. In addition to general market conditions, the value of the Fund will be affected by the strength of the real estate markets. Factors that could affect the value of the Fund’s holdings include the following: overbuilding and increased competition; increases in property taxes and operating expenses; declines in the value of real estate; lack of availability of equity and debt financing to refinance maturing debt; vacancies due to economic conditions and tenant bankruptcies; losses due to costs resulting from environmental contamination and its related cleanup; changes in interest rates; changes in zoning laws, casualty or condemnation losses; variations in rental income; changes in neighborhood values; and functional obsolescence and appeal of properties to tenants. The Fund may not achieve its objectives. Portfolio holdings are subject to change. Current and future portfolio holdings are subject to risk. Discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio managers only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Real Estate Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. 51 Baron Emerging Markets Fund Dear Baron Emerging Markets Fund Shareholder: Performance The Baron Emerging Markets Fund (the “Fund”) declined 0.42% for the first quarter of 2015, while its principal benchmark index, the MSCI EM IMI Growth Index, returned 4.10% for the quarter. In general, global equities appreciated as markets responded to declining sovereign interest rates, in our view largely driven by aggressive ECB monetary policy. Although the majority of emerging market economies, particularly China, showed signs of ongoing deterioration, details regarding ECB easing soothed concerns over anticipated Fed rate hikes, driving asset prices higher. Across the globe, high quality growth stocks, our principal investment focus, lagged their lower quality, more capital intensive and cyclical peers; we also attribute this largely to aggressive ECB easing, as the attendant decline in cost of capital worldwide drove a mean-reverting relief rally for such equities. On the contrary, the companies in which we seek to invest tend to be steady, valuecreating entities driven by organically high return on capital, and are thereby much less sensitive to changes in the cost of or access to capital. During the quarter, oil prices, currencies, bond yields and equities remained volatile, we suspect driven by uncertainty over key macroeconomic variables and a divergence in monetary policy expectations around the world. Uncertainty over the timing of anticipated Fed rate hikes, as well as the likelihood of Greece remaining in the EU, has also elevated market volatility. For the emerging markets overall, we view the strength of the U.S. dollar, exacerbated by ECB policy, as a key risk factor, particularly for those countries most exposed to declining commodity prices and/or dollar denominated liabilities. We note that, for the most part, we have refrained from investing in companies and markets directly exposed. Table I. Performance (Retail Shares)† Annualized for periods ended March 31, 2015 Baron Emerging Markets Fund1,2 MSCI EM IMI Growth Index1 MSCI EM IMI Index1 Three Months3 (0.42)% One Year 1.28% Three Years 8.02% Since Inception (December 31, 2010) 4.46% 4.10% 3.42% 3.29% 0.10% 2.42% 0.53% 0.69% (1.45)% MICHAEL KASS PORTFOLIO MANAGER Retail Shares: BEXFX Institutional Shares: BEXIX Although the current investment environment appears complex, we believe that our discipline seeks to identify attractive investment opportunities in all environments, often precisely due to the rapid evolution of change across our universe. Such change drives the entrepreneurs and companies in which we invest, and further, often motivates policymakers to engage in progressive reforms, upon which we often base long-term investment themes. We believe such opportunity is emerging now in a variety of countries and industries, and believe that our discipline will continue to identify the source of tomorrow’s significant value creation. While disappointed with our first quarter performance, we recognize that our investment discipline cannot outperform at all times. We have noted above the broad mean reversion away from high quality growth strategies during the quarter. We are not concerned, and we remain committed to our discipline, which we note has outperformed our broad peer group, defined as the Lipper Emerging Market Funds Average, by over 600 basis points per annum since inception slightly over four years ago. During the quarter, by far the largest driver of underperformance was our collective investment in Brazil, where we entered the year overweight. For several years, we have been able to far offset the macro and currency headwinds in Brazil by owning very Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares as of December 31, 2014 was 1.52%, but the net annual expense ratio was 1.50% (net of the Adviser’s fee waivers). The performance data quoted represents past performance. 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. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month end, visit www.BaronFunds.com or call 1-800-99BARON. † The Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future. 1 The MSCI EM (Emerging Markets) IMI indexes cited are unmanaged, free float adjusted market capitalization weighted indexes reflected in U.S. dollars. The MSCI EM (Emerging Markets) IMI Growth Index Net USD and the MSCI EM (Emerging Markets) IMI Index Net USD are designed to measure equity market performance of large-, mid- and smallcap securities in the emerging markets. The MSCI EM (Emerging Markets) IMI Growth Index Net USD screens for growth-style securities. The indexes and Baron Emerging Markets Fund include reinvestment of dividends, net of foreign withholding taxes, which positively impact the performance results. 2 The performance data does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 3 52 March 31, 2015 Baron Emerging Markets Fund well positioned and strong performing private sector companies, particularly in the Education sector. However, by mid-January this year, when the scope of the government’s excessive pre-election fiscal mismanagement, coupled with the Petrobras corruption scandal, became clear, Brazil lost its credibility with the capital markets. Bond yields widened noticeably while the currency depreciated, and the new, more orthodox finance minister began to announce a rash of policies aimed at restoring fiscal balance. Such policies for the first time squarely targeted the private sector, which had previously been largely shielded. Notably, one of the key policy adjustments was a revision in the terms of the government-funded student financing program known as the FIES, which, among other adverse adjustments, directly impaired our performance during the quarter. Here, Kroton Educacional SA, GAEC Educação S.A. and GOL Linhas Aéreas Inteligentes SA declined materially. We actively reduced exposure to Brazil beginning in January and exited the quarter with an underweight position. We will monitor the policy environment for future opportunities. We note that although the quarter included the rare occurrence of a broader theme being discredited, our performance remained roughly in line with a more targeted peer group of high quality EM growth managers. Table II. Top contributors to performance for the quarter ended March 31, 2015 Percent Impact Lupin Ltd. Kingdee International Software Group Co. Ltd. Tencent Holdings, Ltd. Steinhoff International Holdings Ltd. China Mengniu Dairy Co. Ltd. 0.53% 0.37 0.36 0.35 0.32 Shares of Lupin Ltd. rose in Q1, as a result of good financial performance and increased investor appetite for high quality emerging market health care stocks. As a leading Indian generics pharmaceutical player, the company is experiencing substantial growth in the U.S. as branded drugs continue to go off-patent. We believe Lupin is well positioned to generate double-digit earnings growth for the next three to five years, driven by its strong product pipeline and healthy cash flow generation. (Anuj Aggarwal) Shares of Kingdee International Software Group Co. Ltd. rose during Q1 after the company reported continued improvement in gross profit generation. Kingdee is a software vendor to small and medium-sized businesses in China. The company is undergoing a strategic transformation from a direct to indirect sales approach, which we think will allow it to sell software more profitably and earn higher returns on capital over the long run. (Aaron Wasserman) Tencent Holdings, Ltd. is a leading Internet service platform in China. Shares rose in response to the launch of infeed ads on the company’s highly popular WeChat messaging app, which added an important revenue driver to the company’s growth profile. Tencent also reported solid results for Q4. We have conviction in Tencent’s large user base, strength in mobile, superior management team, and platform business model. (Catherine Chen) Shares of Steinhoff International Holdings Ltd. rose in Q1. The company is the second largest European furniture retailer (behind Ikea), with a vertically integrated business model. Strong financial performance drove shares up. The stock price was also boosted by Steinhoff’s planned duallisting on the Frankfurt Stock Exchange in July. We retain conviction as we believe Steinhoff is well managed and a beneficiary of accelerated industry consolidation. (Anuj Aggarwal) Shares of China Mengniu Dairy Co. Ltd. rose in Q1 on reports of strong earnings growth driven by a product mix shift and ongoing operating cost rationalization. The company is China’s leading dairy conglomerate with over 20% market share. We believe Mengniu Dairy is well positioned to gain market share as smaller players exit the industry or are acquired as part of a government mandated consolidation effort. (Anuj Aggarwal) Table III. Top detractors from performance for the quarter ended March 31, 2015 Percent Impact GOL Linhas Aéreas Inteligentes SA Kroton Educacional SA GAEC Educação S.A. Opera Software ASA Alibaba Group Holding Ltd. –0.80% –0.74 –0.66 –0.47 –0.34 GOL Linhas Aéreas Inteligentes SA is the second largest airline in Brazil. Our investment thesis was based on industry-wide capacity rationalization and operational improvements at GOL. GOL was also a cheaper way to own Smiles SA, a high growth, high return loyalty program, of which GOL is a majority shareholder. Shares fell sharply in Q1, weighed down by the impact of the slowdown in Brazil and the adverse impact on the company of the decline in the Brazilian Real. We reduced our position during the quarter. (Kyuhey August) As the largest for-profit education company in Brazil, Kroton Educacional SA has been a beneficiary of FIES, the government’s student financing program. We also think it is an exceptionally well-managed company. However, Brazil’s fiscal problems prompted the government to change the rules on FIES, impairing margins, return on capital and stock performance across the industry. In addition, the Brazilian Real and market have both been weak due to fiscal credibility issues. We have reduced our position during the quarter. (Kyuhey August) GAEC Educação S.A is a for-profit education company in Brazil. GAEC has been a beneficiary of FIES, the government’s student financing program. Due to Brazil’s fiscal problems, the government changed the rules for FIES, impairing margins, return on capital and stock performance across the industry. GAEC also made two acquisitions prior to the announcement, which heightened concerns that it would be unable to extract synergies given the change in FIES rules. We reduced our position during the quarter. (Kyuhey August) Opera Software ASA operates a leading Internet browser. Shares fell in Q1 based on disappointing fiscal results and outlook, driven down in large part by foreign currency exposure to the Russian Ruble that was greater than had been previously disclosed. We exited our position based on this new disclosure, as well as concerns over the long-term strategic positioning of its core mobile advertising business. (Ashim Mehra) Alibaba Group Holding Ltd. is the largest e-commerce company in China and the world. Shares declined due to a revenue miss as a result of increased mobile contribution, a greater mix of sales through its Taobao marketplace, and an algorithm change. The stock has also been weak ahead 53 Baron Emerging Markets Fund of post-IPO lock-up expirations. We view these issues as temporary. We believe Alibaba’s market leading position, positive network effects, asset-light business model, and high cash generation give it a long runway for continued growth. (Catherine Chen) Portfolio Structure Table IV. Top 10 holdings as of March 31, 2015 Percent of Net Assets Haitong Securities Co., Ltd. Samsung Electronics Co., Ltd. Sinopharm Group Co., Ltd. Steinhoff International Holdings Ltd. Lupin Ltd. Torrent Pharmaceuticals Ltd. Axis Bank Ltd. Fomento Económico Mexicano, S.A.B. de C.V. Taiwan Semiconductor Manufacturing Co., Ltd. Tencent Holdings, Ltd. 2.5% 2.5 2.1 1.9 1.8 1.8 1.7 1.7 1.7 1.6 Exposure By Country Table V. Percentage of securities by country as of March 31, 2015 Percent of Net Assets China India Taiwan Korea South Africa Brazil Philippines Indonesia Mexico Hong Kong Thailand Singapore Chile United Arab Emirates United Kingdom 21.4% 18.1 10.2 8.4 7.1 5.7 4.7 4.7 4.5 2.8 1.5 1.3 0.3 0.2 0.2 Exposure by Market Cap: The Fund may invest in companies of any market capitalization, and we have generally been broadly diversified across large-, mid- and small-cap companies, as we believe developing world companies of all sizes often exhibit attractive growth potential. At the end of the first quarter of 2015, the Fund’s median market cap was $5.02 billion, and we were invested approximately 52.9% in large/giant cap companies, 30.0% in mid-cap companies and 8.2% in small/micro-cap companies, as defined by Morningstar, with the remainder in cash. Recent Activity During the quarter, the most notable area of investment was a new theme based on the emergence of a group of competitively advantaged Asian 54 textile suppliers. As global retail market share continues to consolidate in the hands of the huge “fast fashion” leaders such as Inditex (Zara), H&M and Fast Retail (Uniqlo), the select suppliers that meet exacting requirements for quality, scale, reliability and tight inventory turns are also quickly gaining their own scale, strategic significance and pricing power. A similar phenomenon is occurring in the sports and performance category, where increased demand for technology, R&D capability, scale and reliability from leaders such as Under Armour, Nike and lululemon, are driving similar consolidation and pricing power to select suppliers. We have initiated investments in Makalot Industrial Co., Ltd., Eclat Textile Co., Ltd. and Shenzhou International Group Holdings Ltd. during the quarter. While all of these leaders are exhibiting attractive growth and financial returns in their own right, we further believe they are all beneficiaries of a strong dollar, lower oil prices, and a subdued environment for wage inflation across the Asian base of countries in which they produce. Finally, we note that in the case of a Chinese RMB devaluation, they should also enjoy material margin expansion, thereby likely offering attractive upside should one of the risk scenarios mentioned in the following outlook section play out. Outlook The first quarter of 2015 appeared to confirm the prior quarter’s passage into a new, more volatile environment for the global capital markets. Oil prices, currencies, bond yields and equities continued to exhibit gyrations, as key macro variables remained uncertain, monetary policy expectations further diverged, and, as a result, deviation among asset classes, countries and sectors remained wide and volatile. Further, we observe that the recent quarter reflected a mean-reverting rotation in performance away from high-quality growth stocks and towards the lower quality, more capital intensive and cyclical elements of the market. In our view, this was driven by the aggressive stance of the ECB, which provided a jolt of liquidity to offset previous concerns over anticipated Fed hikes, allowing those stocks most sensitive to the cost of and access to capital to recover some lost ground. To us, the key event of the first quarter was the detail of the ECB’s easing campaign, which clearly “beat” market expectations. The relentless suffocation of interest rates by developed world central bankers turned a new chapter, with ten-year sovereign yields plunging to well below 50 basis points across much of Europe and bank deposit rates going negative in Switzerland and Scandinavia. In our complex and intertwined financial world, such policy moves certainly create ripple effects, both intended and unintended; the Euro has fallen to levels not seen in over a decade, and yield-driven investors are forced further out on the risk spectrum. We consider policies of financial repression self-reinforcing, as they encourage sovereigns and corporates worldwide to add to already healthy levels of leverage. As such, we suspect interest rates are likely to remain quite low for a sustained period as any material increase is likely to stress the system and thereby derail economic momentum. We view the current financial and investment environment as a conundrum that we might describe as the “Truman Show” market. Here, global monetary authorities present a constructed reality, where developed world interest rates, the key variable upon which all other market instruments must be evaluated on a relative basis, are manipulated rather than set by market forces. Likewise, we must consider whether the attendant pressure on rates has resulted in capital misallocation and the mispricing of risk on fixed income instruments. We note that as risk free rates drift closer to zero, asset prices rise, and all-else equal, forward-looking returns on equity securities thereby likely fall. While March 31, 2015 we continue to discover attractive investments over our five-year investment horizon, we submit that they are marginally more difficult to find. For these reasons, our cash position is moderately above desired levels, and we have become a bit more conservative with regard to liquidity and balance sheet quality. We view the key risks to emerging market and global equities to be a potential change in appetite for emerging market bonds in certain fundamentally challenged countries, and/or a possible gradual or more abrupt devaluation of the Chinese RMB. We do not currently view either as a likely event in the near term, however, we are actively seeking and making investments in companies that both fit our discipline, and, in our view, are also shielded from or even beneficiaries of such events. Finally, we reiterate that we believe the key catalyst for long-term value creation in emerging markets remains the ongoing shift in opportunity, resources, and capital towards those companies and entrepreneurs most capable of driving capital efficiency and economic productivity. This phenomenon remains very much in play across our investment universe, particularly in the reform-driven countries such as India, China, Indonesia and Mexico, which collectively Baron Emerging Markets Fund represent over 50% of our invested capital, and which we believe will serve as a catalyst for more countries to follow suit in coming years. After a sustained period of relative underperformance for emerging market equities in general, we suspect we may soon see increasing opportunities, and we remain focused on the future value creation latent in our markets and inherent in our discipline. Thank you for investing in the Baron Emerging Markets Fund. Sincerely, Michael Kass Portfolio Manager April 30, 2015 For more information about this Fund please scan this QR code with any bar code reader on your mobile device. Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. In addition to the general stock market risk that securities may fluctuate in value, investments in developing countries may have increased risks due to a greater possibility of: settlement delays; currency and capital controls; interest rate sensitivity; corruption and crime; exchange rate volatility; and inflation or deflation. The Fund invests in companies of all sizes, including small and medium sized companies whose securities may be thinly traded and more difficult to sell during market downturns. The Fund may not achieve its objectives. Portfolio holdings are subject to change. Current and future portfolio holdings are subject to risk. The discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio manager only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Emerging Markets Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. 55 Baron Energy and Resources Fund Dear Baron Energy and Resources Fund Shareholder: Performance In our letter last quarter, we noted that we thought that oil and energy equity markets had reached pretty oversold levels and that while things could get worse in the short term, we were pretty confident that “the sun’ll come out tomorrow.” Both of those statements appeared to actually be true in the first quarter. The quarter got off to a very shaky start, with oil prices dropping to five-year lows in early January with West Texas Intermediate (WTI) oil prices dropping to the low $40s per barrel and energy stocks and our Fund falling 7-10% in the first couple of weeks of the quarter. However, as the quarter progressed, a number of forces began to exert themselves on the energy industry that we believe have led to a bottom being formed for the oil market and perhaps the U.S. natural gas market, which, in turn led to a strong recovery in share prices and a solid start to the year for Baron Energy and Resources Fund (we will discuss these forces later in the Outlook section of this letter). The Fund rose 1.65% for the quarter compared to a decline of 1.51% for our primary benchmark (S&P North American Natural Resources Sector Index) for a relative gain of 316 basis points. The results of the first quarter allowed our Fund’s trailing three year returns to also pull ahead of those of our benchmark. One of the reasons why our Fund did well in the first quarter was that we did not panic last quarter and materially alter the portfolio or our overall strategy. We felt secure in the belief that we owned good companies with good assets/businesses that were excessively penalized by the downturn in oil markets last year and still offered excellent value over the long-term. In addition, we were fortunate to largely have asset inflows during the quarter that allowed us to opportunistically purchase additional shares in some of the more battered and undervalued names in the portfolio and add some new names at attractive prices, which ended up contributing positively to our overall returns for the quarter. Table I. Performance (Retail Shares)† Annualized for periods ended March 31, 2015 S&P North Baron American Energy and Natural Resources Resources S&P 500 Fund1,2 Sector Index1 Index1 Three Months3 1.65% One Year (16.67)% Three Years 1.55% Since Inception (December 30, 2011) 1.55% (1.51)% (13.47)% 0.50% 1.75% 0.95% 12.73% 16.11% 19.05% JAMES STONE PORTFOLIO MANAGER Retail Shares: BENFX Institutional Shares: BENIX A closer analysis of our performance in the first quarter relative to our benchmark indicates that all of our absolute and relative performance was a function of our stock selection within the Energy portion of the portfolio. Our Fund is technically underweight in Energy relative to the benchmark, however a closer look at the Fund shows that stocks that are classified in the portfolio as Utilities and Information Technology represent our investments in renewable energy and our largest holding in the Materials category is a company whose principal business is supplying chemicals, tools and services to the global oil industry. Therefore, if we roll these positions into our overall Energy exposure, we find that our weighting toward Energy is pretty similar to that of the benchmark, but our stock selection and our weightings differ dramatically contributing to a high active share in the portfolio. The combined contribution of these investments and our core energy investments outperformed our benchmark by 478 basis points. Offsetting this relative performance were poor contributions from our various holdings in the Materials and Industrials sectors. In addition to the Fund’s performance relative to our benchmark, the Fund has also continued to be one of the leading energy & natural resource funds within the universes of funds followed by both Morningstar and Lipper. While we believe that the Lipper universe of comparable funds is composed of funds that are more strategically similar to our Fund than the Morningstar universe, we were nevertheless pleased to have had the Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares as of December 31, 2014 was 1.79%, but the net annual expense ratio was 1.35% (net of the Adviser’s fee waivers). The performance data quoted represents past performance. 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. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month end, visit www.BaronFunds.com or call 1-800-99BARON. † The Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future. 1 The indexes are unmanaged. The S&P North American Natural Resources Sector Index measures the performance of U.S.-traded natural resources related stocks and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends, which positively impact the performance results. 2 The performance data in the table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemptions of Fund shares. Not annualized. 3 56 March 31, 2015 Baron Energy and Resources Fund Institutional share class of our Fund upgraded to a 4-Star fund by Morningstar during the first quarter. In addition, we continued to receive Lipper’s top rating (5) for total return, consistent return, and tax efficiency, and finished the first quarter ranked in the top quartile for the trailing three-year period among the peer funds within our Lipper fund category.* We believe that our favorable performance relative to other competitive offerings over the past three years is a reflection of the differences in our investment process and the strategies we seek to employ, which incorporate both the types of companies in which we seek to invest and how we choose to weight various sub-industries within the portfolio. Our investment process focuses on the following strategies: 1. Invest for the long term with a typical time horizon of three-to-five years; 2. Seek growth opportunities that do not depend on rising commodity prices; 3. Focus on best in class assets, defensible market positions, and/or emerging key technologies; 4. Partner with entrepreneurial and/or experienced best in class management; 5. Limit risk by seeking companies with strong financial positions; 6. Emphasize purchase price and proprietary research and modeling as key determinants of appropriate valuation; and 7. Be consistent. Table II. Top contributors to performance for the quarter ended March 31, 2015 Year Acquired SM Energy Co. Concho Resources, Inc. SunEdison, Inc. Newfield Exploration Co. Tallgrass Energy Partners, LP 2012 2012 2014 2015 2013 Percent Impact 0.92% 0.75 0.62 0.62 0.46 Table III. Top detractors from performance for the quarter ended March 31, 2015 Flotek Industries, Inc. Primoris Services Corp. Canyon Services Group Inc. RigNet, Inc. Tesco Corporation Year Acquired Percent Impact 2013 2013 2014 2012 2014 –0.66% –0.41 –0.34 –0.33 –0.28 Portfolio Structure As we discussed in the review of our performance earlier in this letter, we believe that we have a process and a strategy that differentiates our Fund from our peers and that this has been one of the factors that has contributed to our strong performance over the past several years. The results of this process and strategy are reflected in the structure of our portfolio as well as in our individual stock selection. Our focus on growth over the long term often leads us to invest in more mid-cap companies than large-cap, and we have chosen to eschew investing in the mega-cap oil companies that we believe are long-term growth challenged. In addition, we choose to allocate more capital to the midstream and energy infrastructure segments of the industry and towards renewable or alternative energy companies than many of our peer funds. At the end of the quarter, our portfolio could be broken down into the following sub-industries or categories: Oil & Gas Exploration & Production – The E&P sub-industry represented 36.4% of the Fund at the end of the quarter and is largely focused on U.S. based producers that operate in a number of different unconventional resource plays in the U.S. Even though these companies are suffering under the current weight of low oil prices, we believe these companies are capable of generating strong long-term growth in a more normalized price environment and represent good value at current levels. Our top positions in the E&P sector represent six of the top ten positions in the Fund. Oil & Gas Storage and Transportation – This sub-industry, which is largely composed of master limited partnerships and publicly traded * As of March 31, 2015, for the one-year (102 funds in the Morningstar US OE Equity Energy Category), three-year (81 funds in the category) and Since Inception (December 30, 2011) (81 funds in the category) periods, Morningstar ranked Baron Energy and Resources Fund Retail Share Class in the 41st, 34th and 40th percentiles, respectively, and ranked Baron Energy and Resources Fund Institutional Share Class in the 40th, 31st and 38th percentiles, respectively, in the category. These rankings are based on total returns. For the period ended 3/31/2015, Morningstar 1-year star rating is based on risk adjusted returns with 102 funds in the category; and 3-year star rating is based on risk adjusted returns with 81 funds in category. For each fund with at least a three-year history, Morningstar calculates a Morningstar Rating based on a Morningstar Risk-Adjusted Return measure that accounts for variation in a fund’s monthly performance (including the effects of sales charges, loads, and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category receive 5 stars, the next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive 1 star. (Each share class is counted as a fraction of one fund within this scale and rated separately, which may cause slight variations in the distribution percentages.) As of March 31, 2015, for the one-year (150 funds in the Lipper Global Natural Resources Funds Category), three-year (138 funds in the category) and Since Inception (December 30, 2011) (136 funds in the category) periods, Lipper ranked Baron Energy and Resources Fund Retail Share Class in the 48th, 22nd and 24th percentiles, respectively, and ranked Baron Energy and Resources Fund Institutional Share Class in the 47th, 21st and 23rd percentiles, respectively, in the category. These rankings are based on total returns. Lipper Leader ratings for Total Return reflect funds’ historical total return performance relative to peers. Ratings for Total Return are computed for all Lipper classifications with five or more distinct portfolios and span both equity and fixed-income funds (e.g., large-cap core, general U.S. Treasury, etc.). Lipper Leader ratings for Consistent Return reflect funds’ historic returns, adjusted for volatility, relative to peers. Ratings for Consistent Return are computed for all Lipper classifications with five or more distinct portfolios and span both equity and fixed-income funds (e.g., large-cap core, general U.S. Treasury, etc.). Lipper Leader ratings for Tax Efficiency reflect funds’ historical success in postponing taxable distributions relative to peers. Scores for Tax Efficiency are computed for all Lipper classifications with five or more distinct portfolios and span both equity and fixed-income funds (e.g., large-cap core, general U.S. Treasury, etc.). The ratings are subject to change every month and are calculated for the following time periods: 3-year, 5-year, 10-year, and overall. The overall calculation is based on an equal-weighted average of percentile ranks for the Total Return metrics, Consistent Return metrics or Tax Efficiency metrics, respectively, over three-, five-, and ten-year periods (if applicable). The highest 20% of funds in each classification are named Lipper Leaders for Total Return, Consistent Return and Tax Efficiency, respectively, the next 20% receive a rating of 4, the middle 20% are rated 3, the next 20% are rated 2, and the lowest 20% are rated 1. 57 Baron Energy and Resources Fund general partnerships, is the second largest sub-industry for the Fund and represented 25.7% of our assets at the end of the quarter, a strong overweight compared to our benchmark. We continue to see strong opportunities for distributable cash flow growth from our holdings in this sub-industry and expect our investments in this area to deliver excellent risk-adjusted returns. We tend to focus on companies with a high proportion of cash flows related to fixed fee businesses and growth that is driven either by highly visible organic investments or sizeable inventories of qualifying assets that can be dropped down to an MLP over time. Oil & Gas Equipment, Services & Drilling – We are relatively underweight this sub-industry at 13.7% of assets, as we believe that in the current environment, E&P companies are in a better position to create value and gain an advantage over service and equipment providers. However, we did moderately increase our exposure to the sub-industry during the quarter as valuations became more attractive, and we began to anticipate that industry conditions would likely bottom in the first half of this year. Renewable Energy – Renewable or Alternative Energy is not a specific sub-industry, but this is really the appropriate classification for our investments in the Utilities and Information Technology sectors, since our investments in these two areas are companies involved in the construction and operation of solar and wind electricity generation assets. We believe that investment in renewable energy assets and businesses will be perhaps the fastest growing segment of the energy industry for the next decade and beyond, and we have actively ramped up our exposure to this segment over the past 12 months. Our holdings in renewable energy related companies rose to 7.0% at the end of the quarter, and we see room for additional growth. Industrials and Materials – About 9.6% of our portfolio is allocated to these sectors, but most of our investments in these sectors are businesses that are closely related to the energy industry and will benefit from our long-term view on key growth trends affecting various parts of the energy industry. For example, Flotek Industries is classified as a Materials company, but it essentially sells chemicals to the oil industry that are used in the drilling and completion of shale oil & gas wells. Table IV. Top 10 holdings as of March 31, 2015 Market Quarter Cap End When Market Percent Year Acquired Cap Amount of Net Acquired (billions) (billions) (millions) Assets Concho Resources, Inc. Newfield Exploration Co. Parsley Energy, Inc. SM Energy Co. SunEdison, Inc. Halliburton Co. Targa Resources Corp. Gulfport Energy Corp. Bonanza Creek Energy, Inc. SemGroup Corp. 58 2012 2015 2014 2012 2014 2012 2012 2013 2013 2014 $10.1 3.9 2.5 4.9 5.6 31.4 1.7 4.1 1.2 3.3 $13.9 5.7 2.3 3.5 6.5 37.3 5.4 3.9 1.2 3.6 $3.4 3.0 2.9 2.7 2.6 2.6 2.5 2.4 2.4 2.1 4.2% 3.6 3.5 3.4 3.2 3.1 3.0 2.9 2.9 2.5 Recent Activity Table V. Top net purchases for the quarter ended March 31, 2015 Quarter End Amount Market Cap Purchased (billions) (millions) Newfield Exploration Co. Laredo Petroleum, Inc. Columbia Pipeline Partners LP C&J Energy Services Ltd. Globe Specialty Metals, Inc. $5.7 2.8 2.8 1.3 1.4 $2.5 1.7 1.3 1.3 1.2 During the quarter, our purchases clearly outweighed our sales as we experienced net inflows throughout the first quarter and therefore we were able to focus on adding to existing positions at attractive prices and establish a series of new positions during the quarter. All of our top net purchases in the quarter were new positions for the Fund. Newfield Exploration Co. – We initiated our position in this U.S. based exploration & production company this quarter after the shares had fallen sharply in conjunction with lower oil prices. We have followed Newfield for many years and have watched as the management has transformed the company and focused its efforts on its core assets in Oklahoma and, to a lesser extent, in Utah and North Dakota. We have become increasingly interested in the Oklahoma assets, which are centered in the Anadarko Basin and are increasingly demonstrating commercial potential for unconventional horizontal resource development across multiple-stacked geological payzones. Newfield and other companies are defining and delineating these resources and it appears that these will be among the lowest cost, highest return shale plays in the country. Newfield strengthened its balance sheet during the quarter with the sale of additional equity, and we think it is in great shape to weather the current environment of low prices as well as reaccelerate activity, as its costs come down and cash flows build back up when oil prices eventually recover. The company is in position to deliver solid growth over the next several years, and we believe its shares are attractively valued on both a cash flow and net asset value basis. Laredo Petroleum, Inc. – Laredo is another U.S. exploration & production company that we added to the portfolio in the quarter. We had been looking at Laredo shares for nearly a year, attracted by its asset base and management’s strong historical focus on employing cutting edge technology to analyze and understand its resource base. We watched the shares fall sharply during the oil price retreat, as investors severely penalized the shares due to a view that Laredo’s balance sheet was too highly leveraged and that it would lack access to the capital necessary to enable it to continue to develop its strong oil-weighted assets in the Midland subbasin within the greater Permian Basin. As a result of this pressure from investors, Laredo management and its existing private equity partner concluded it was necessary to sell equity at a discount in order to recapitalize its balance sheet and provide greater stability to its outlook. We capitalized on that opportunity and initiated our Laredo position on this offering. We think that Laredo has a uniquely concentrated and high quality acreage position in West Texas with the potential to significantly expand its productive capacity over the next several years. Furthermore, the company March 31, 2015 Baron Energy and Resources Fund has already made substantial investments in infrastructure and reservoir modeling that should enhance the company’s future capital efficiency and its valuation. Columbia Pipeline Partners LP – We purchased Columbia Pipeline Partners on its IPO earlier this year, as we were quite attracted to the company’s high quality natural gas transportation assets in the Appalachian Basin and the potential backlog of MLP qualifying assets still being held at Columbia’s parent company NiSource Inc. We believe the significant inventory of assets at NiSource represents a large opportunity for Columbia to grow through dropdown acquisitions over the next five plus years. In addition, we see the opportunity for organic growth by investing in incremental pipeline gathering and transmission assets to accommodate the strong expected growth in Appalachian gas production and the need to move this production out of the basin to key growth markets for natural gas consumption in the Northeast and the Southeast U.S. C&J Energy Services Ltd. – This is not the first time that we have invested in C&J Energy, but this is also not the same company that it was when we sold it a couple of years ago, at much higher prices than the levels at which we re-engaged on the stock in the quarter. C&J Energy is an increasingly diversified oilfield service & equipment company with its operations primarily in the U.S. However, the company has grown and expanded significantly since we last owned its shares. It recently completed a major merger with a subsidiary of Nabors Industries that has not only more than doubled the size of the company’s core hydraulic fracturing operations, but also added market leading positions in new businesses for the company such as fluid management and well servicing. The Nabors assets were generating substantially lower margins and returns than C&J management has managed to generate on its own comparable assets, and we think the opportunity to manage these assets more efficiently and profitably along with significant potential for cost savings from the merger could significantly enhance C&J’s long-term earnings power. Given the ongoing decline in rig count and well completion activity, current conditions in all of C&J’s markets and businesses are extremely challenging, and we expect earnings to suffer sharply. However, we also think it could be an ideal time to be integrating this acquisition, as it should allow management to get the synergy savings more quickly and put C&J in one of the strongest positions to benefit from the eventual rebound in well completion and well servicing related activity. Table VI. Top net sales for the quarter ended March 31, 2015 Net Amount Sold (million) Tallgrass Energy Partners, LP Canyon Services Group, Inc. PBF Logistics LP SunCoke Energy, Inc. Badger Daylighting Ltd. $0.7 0.6 0.5 0.5 0.5 Outlook During the quarter, oil markets faced continued headwinds as the oversupply situation that was anticipated by markets after OPEC decided not to rein in production last November materialized. As a consequence, U.S. oil prices fell by another 10.7% during the quarter. However, at points in mid-January and early-March, prices were down at least 20% from the end of the year before rallying back. We think that the behavior of oil prices during the quarter reflected the push and pull of bearish and bullish forces as industry fundamentals gave conflicting signals during the quarter. U.S. inventories built relentlessly to record levels, prompting fears among some investors that the U.S. could actually run out of room to store all the oil that was building up in inventory. However, while U.S. inventories were rising to record levels, oil and product inventories in Europe and Asia were not building as expected and suggested that: 1) the oversupply problem was really constrained to the U.S. market, which is distorted by U.S. oil export policies; and 2) that the oversupply was not as bad as initially feared would be the case due to stronger than expected demand in the first quarter. Recent data from the International Energy Agency indicates that global demand has been stronger than expected, particularly driven by higher demand in the U.S., India and more recently in China. U.S. petroleum product demand appears to have risen by over 4% year-over-year in the quarter, and China’s demand last month appears to have grown by 7%, its fastest growth rate in many months. In addition, the lack of inventory accumulation in Europe or Asia indicates that demand in these markets has also been stronger than expected. We have seen this in the strength of refining margins in both regions, which are often a good proxy for demand. We believe that demand is responding to a combination of lower prices and stronger economic growth and could continue to benefit as the effects of quantitative easing improve the economic outlook in a number of key developed economies. In addition to seeing “green shoots” for a recovery in the demand data from the world’s two largest consumers of oil, we also are seeing indications of what will likely happen to future oil supply as a consequence of the fall in prices and consequently cash flows for oil companies. During the quarter, oil companies around the world announced capital spending budgets for 2015 that indicated not only a very steep decline in spending, but that companies would be getting to lower levels of drilling and completion activity much quicker than expected. As a result, production guidance and growth rates were slashed throughout the industry, leading us to believe that while U.S. oil production may grow this year as a consequence of last year’s drilling strength, production growth would likely fall to zero by the end of the year and be on a downward trajectory heading into 2016. We expect a similar pattern to emerge for non-U.S. and non-OPEC production, which had not grown in the past five years despite oil prices averaging over $100 per barrel and record levels of investment. If nonU.S. and non-OPEC producers were not growing in a $100 oil price environment, it is unlikely that growth can be achieved with 40-50% less cash flow as is implied by the current oil price level. We believe that the combination of stronger than expected demand and slowing supply growth (if not outright declines) will lead to a more balanced oil market in the quarters ahead and a recovery toward “normalized” prices that, in our view, should range between $70-90 over time. We define a “normalized” oil price as the price level that allows the industry to generate sufficient cash flow to support the level of reinvestment and the returns on investment that are needed to offset reservoir depletion, grow production and meet rising demand. Based on our analysis of industry economics over the past 25 years, we do not see the current oil price as sustainable and the market reaction that we are seeing of stimulating demand and curtailing investment is a perfect example of why current prices are not sustainable. We don’t know when prices will return to “normalized” levels (we suspect sooner rather than 59 Baron Energy and Resources Fund later), but as long-term investors in the industry, we believe that our patience and our strategy of investing in companies that can grow in a “normalized” or price neutral environment is likely to be even more rewarded when we have opportunities to invest during a period in which the market prices for oil and for natural gas are so far below our view of “normalized” prices. This is what we did during the first quarter and is what we will continue to do. In summary, while investing in the Energy sector has always involved having to live with a significant amount of short-term volatility, we believe that the long-term returns and the potential for future gains make it a worthwhile proposition. We think the current downturn in the industry will prove to be relatively short-lived, as the problems the industry faces are relatively small compared to the massive demand shock faced in 2009 and the massive supply capacity overhang that plagued the industry in the midlate 1980s. The current imbalance between supply and demand is pretty minor in historical context, and the growth themes and opportunities for value creation that we have highlighted the last several years, such as the development of unconventional resources, the need for increased infrastructure investment, the role of technology in unlocking the resources needed to meet growing market demand for oil and gas, remain intact and core to our investment strategy. I am pleased to have had the opportunity to share my thoughts with you in this letter. Thank you for having the confidence to join me in investing in Baron Energy and Resources Fund. Sincerely, James Stone Portfolio Manager April 30, 2015 For more information about this Fund please scan this QR code with any bar code reader on your mobile device. Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. The Fund is non-diversified, which means the volatility of the Fund’s returns may increase and expose the Fund to greater risk of loss in any given period. Energy companies can be affected by fluctuations in energy prices and supply and demand of energy fuels. Resources industries can be affected by international political and economic developments, the success of exploration projects, and meteorological events. The discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio manager only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Energy and Resources Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. 60 March 31, 2015 Baron Global Advantage Fund Dear Baron Global Advantage Fund Shareholder: Performance The Baron Global Advantage Fund appreciated 2.5% during the March quarter. The MSCI ACWI Growth and the MSCI ACWI Indexes rose 4.4% and 2.3%, respectively. Most of the global markets continued to grind higher with the notable exceptions of Brazil and Canada. We were very pleased with the overall balance exhibited by the portfolio during the period of time that saw significant dislocations in certain sectors, countries and currencies. We did well again in North America and Europe (UK mostly) and not so well in the rest of the world. We got hurt in Indonesia and Brazil due mostly to macro factors and significant currency depreciations. Sizable overweights in China and India were good but were more than offset by relatively poor performance of our specific holdings and our lack of exposure to Japan is starting to hurt us again, like it did in 2013. Many of our largest investments performed very well during these three months with Amazon.com, JUST EAT (leading online restaurant delivery company based in the UK), and SunEdison (alternative energy provider) all rising at least 20% and Qunar (online travel company based in China) appreciating over 45%. On the other side of the ledger, Alibaba Group and Baidu gave up a portion of last year’s gains after reporting sloppy quarterly earnings results. Sarana Menara Nusuntara, Cetip, and Tower Bersama Infrastructure were punished for being in bad neighborhoods (Indonesia and Brazil) and Coupons.com’s earnings report and commentary were confusing again, and, this time, painful enough, that we decided it was time to move on. All in all, we were actually content with the Fund’s quarterly performance. A number of our investment companies had experienced positive developments without much of a corresponding reaction from their stock prices. We think there is a good likelihood that will get rectified over some future period of time. Since its inception on April 30, 2012, the Baron Global Advantage Fund has returned 45.61% on a cumulative basis, net of all fees and expenses, compared to 40.29% and 37.41% for the MSCI ACWI Growth and MSCI ACWI Indexes. Annualized for periods ended March 31, 2015 Baron Global Advantage Fund1,2 MSCI ACWI Growth Index1 MSCI ACWI Index1 2.54% 6.67% 13.75% 4.36% 9.55% 12.31% 2.31% 5.42% 11.51% Retail Shares: BGAFX Institutional Shares: BGAIX April 30, 2015 will mark the three year anniversary of this Fund. In the next quarterly letter, we plan to provide a more detailed performance analysis and discuss what’s worked, what has not, and what lessons were learned in the process of managing this Fund over the last three years. Table II. Top contributors to performance for the quarter ended March 31, 2015 Quarter End Market Cap (billions) JUST EAT plc Amazon.com, Inc. SunEdison, Inc. Qunar Cayman Islands Ltd. TerraForm Power, Inc. Table I. Performance (Retail Shares)† Three Months3 One Year Since Inception (April 30, 2012) ALEX UMANSKY PORTFOLIO MANAGER $ 3.7 172.8 6.5 4.9 4.5 Percent Impact 1.24% 1.04 0.94 0.76 0.47 JUST EAT plc is a fast-growing online restaurant delivery company based in the UK, with leading market shares in Europe, Latin America, and Canada. Shares rose 34% during the first quarter, as the company reported encouraging results for the back half of 2014 and offered slightly better than expected guidance for 2015. The company’s strong results demonstrated both continued execution across its European footprint and Performance listed in the table above is net of annual operating expenses. Annual expense ratio for the Retail Shares as of December 31, 2014 was 3.61%, but the net annual expense ratio is 1.50% (net of the Adviser’s fee waivers). The performance data quoted represents past performance. 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. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month-end, visit www.BaronFunds.com or call 1-800-99BARON † 1 2 3 The Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future. The indexes are unmanaged. The MSCI ACWI indexes cited are unmanaged, free float-adjusted market capitalization weighted indexes reflected in US dollars. The MSCI ACWI Growth Index Net USD measures the equity market performance of large and mid cap growth securities across developed and emerging markets. The MSCI ACWI Index Net USD measures the equity market performance of large and mid cap securities across developed and emerging markets. The indexes and the Baron Global Advantage Fund include reinvestment of dividends, net of foreign withholding taxes, which positively impact the performance results. The performance data in the table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 61 Baron Global Advantage Fund evidence that its #1 position across most of its markets is defensible and sustainable. We believe that penetration rates for online restaurant delivery services are still low, especially in Latin America, and that JUST EAT has a lot of room for return-generative growth across its markets. We also think that the company’s large lead over competitors in a winner-take-all industry is a meaningful and sustainable competitive advantage. Shares of Amazon.com rose 20% as the company finally reported quarterly results that gave investors something to cheer about. While we don’t get hung up too much on quarterly performance, we, too, were pleased with continuing improvements in the gross margins and better-than-expected profitability outlook for 2015. We also believe that moves to provide greater disclosure, including breaking out Amazon Web Services, will prove to be beneficial in improving investor understanding and appreciation for the strength and robustness of the company’s core business. As the largest investment in the Fund, Amazon continues to be our highest conviction long-term idea. SunEdison is one of the largest developers of solar projects in the world. TerraForm Power is a YieldCo created and majority owned by SunEdison (70%) for the purpose of owning the operating assets and producing and distributing cash flows to shareholders. The YieldCo serves to lower the cost of capital, which, in turn, increases the value of the solar assets. Late last year, the two companies announced a joint acquisition of First Wind for $2.4 billion, making the combined company one of the largest producers and operators of wind projects as well. SunEdison, the second largest position in the Fund at the end of this quarter, appreciated 23%, while TerraForm, our 11th largest investment, was up 19%. We believe the shares of both companies did well due to increased investor confidence in the companies’ strategies and execution. We continue to be optimistic about their long-term growth and value creation prospects and our conviction, as well as the size of our positions, remains unchanged. With the shares rising over 45%, Qunar was our best absolute performer. Based in Beijing, China, Qunar is one of the leading online travel providers in what is a very rapidly growing market. With a rising standard of living and the emerging middle class, we believe that demand for travel services in China will continue to expand at a fast pace, and we think Qunar is likely to be one of the main beneficiaries of this multi-year growth opportunity. Table III. Top detractors from performance for the quarter ended March 31, 2015 Alibaba Group Holding Ltd. Coupons.com Incorporated Cetip SA – Mercados Organizados Sarana Menara Nusantara Tbk PT Tower Bersama Infrastructure Tbk PT 62 Quarter End Market Cap or Market Cap When Sold (billions) Percent Impact $205.2 0.8 2.6 3.1 3.5 –0.89% –0.55 –0.46 –0.41 –0.26 Shares of Alibaba Group declined 20% during the quarter giving up a portion of last year’s gains. In addition to a sloppy quarter, we believe the stock pulled back due to concerns about bad PR having to do with the sale of counterfeit goods, disappointing take rate as the company transitions from desktop pc usage to mobile, and an unusually large lock-up expiration. None of these issues affect our view on the long-term opportunity or potential growth of the company. Here is how we look at it. Alibaba is unique as the largest and most dominant e-commerce platform in China. With over 300 million active buyers (over 200 million of which are mobile), we believe Alibaba is poised to disproportionately benefit from increased penetration of Internet, mobile, and e-commerce usage in China. With almost 50% market share of all online transactions and an unparalleled eco-system around its platform, Alibaba should continue to grow north of 25% for years to come in a very profitable manner. That’s just the core business. Once we add in Alibaba’s cloud computing and data management platforms and Alipay, which is China’s largest online and mobile payment solution, this becomes an incredibly attractive proposition for investors anywhere in the world in our view. Coupons.com reported disappointing fourth quarter results and reduced expectations going forward. While their ambition to build out a digital couponing platform may yet play out. we have decided to cut our losses and move on to higher conviction ideas. Cetip SA – Mercados Organizados administers over-the-counter markets in Brazil for trading and registration of fixed income securities, derivatives, and auto liens. The company reported good financial results during Q1 with double-digit revenue and earnings growth while returning significant excess capital to shareholders through dividends. However, the stock underperformed as the Brazilian economy weakened and the Brazilian Real depreciated against the U.S. Dollar. We continue to own the stock because of the company’s durable competitive advantages, solid growth prospects, and inexpensive valuation. Shares of Sarana Menara Nusantara declined 8% during the first quarter as management cautioned investors to expect a muted new-build outlook from a key carrier customer in 2015. Sarana Menara Nusantara is the largest tower owner-operator in Indonesia. Given its dominant position and healthy balance sheet, we believe that Sarana Menara Nusantara will be an active tower builder and consolidator in a wireless market that remains underdeveloped. Shares of Tower Bersama Infrastructure were down 7% during the March quarter as management cautioned investors to expect a muted newbuild outlook for a large carrier customer in 2015. Tower Bersama owns and operates wireless tower assets in Indonesia. We believe that the pending Mitratel tower acquisition will create value for shareholders in three important ways: immediate cash flow accretion, improved creditworthiness of Tower Bersama’s customer mix, and a deleveraging of the company’s balance sheet. We continue to think that the Indonesian tower market presents attractive long-term investment opportunities. March 31, 2015 Baron Global Advantage Fund Portfolio Structure Recent Activity The portfolio is constructed on a bottom-up basis with the quality of ideas and conviction level having the highest roles in determining the size of each individual investment. Sector or country weights tend to be an outcome of the portfolio construction process and are not meant to indicate a positive or a negative “view.” Table VI. While there was little change at the top of the portfolio, we continue search for new ideas and attempt to upgrade our lower conviction investments. During the quarter, we added seven new investments and sold out of six others. Portfolio turnover during the quarter was just above 6%. The top 10 positions represented 42.6% of the Fund, the top 20 were 67.0% and we exited the quarter with 45 holdings. Table IV. Top 10 holdings as of March 31, 2015 Quarter End Quarter End Market Investment Cap Value Percent of (billions) (thousands) Net Assets Amazon.com, Inc. SunEdison, Inc. JUST EAT plc Facebook Inc. Google, Inc. Sarana Menara Nusantara Tbk PT Illumina, Inc. Mellanox Technologies, Ltd. Alibaba Group Holding Ltd. Tower Bersama Infrastructure Tbk PT $172.8 6.5 3.7 230.9 375.1 3.1 26.7 2.1 205.2 3.5 $529.9 402.9 394.8 386.6 348.5 343.4 317.4 310.3 282.4 249.2 6.3% 4.8 4.7 4.6 4.2 4.1 3.8 3.7 3.4 3.0 Exposure by Country Table V. Percentage of securities by country as of March 31, 2015 Percent of Net Assets United States China Indonesia United Kingdom Israel Brazil India Canada South Africa Spain Japan Netherlands Norway 48.1% 11.5 7.1 6.1 6.0 4.6 4.3 3.8 2.2 1.9 1.8 1.6 0.7 Top net purchases for the quarter ended March 31, 2015 Quarter End Amount Market Cap Purchased (billions) (thousands) Naspers Ltd. Brookfield Infrastructure Partners L.P. Westlake Chemical Partners LP Axis Bank Ltd. Columbia Pipeline Partners LP $64.7 6.8 0.7 21.2 2.8 $167.5 151.1 88.8 85.3 74.6 Based in Cape Town, South Africa, Naspers is a $65B conglomerate with assets in Internet services, print, television, and digital media, as well as other technology services. Amont its impressive investment portfolio is a 34% stake in Chinese Internet powerhouse Tencent and a 29% stake in Russian Internet holding company Mail.ru. All in all, Naspers owns part or all of additional 140+ Internet assets. Their stake in publicly traded Tencent is worth a hair more than Naspers’ entire market cap. While we think Tencent may be close to fairly valued and an appropriate holding company discount should apply, the optionality offered by Naspers’ other investments is enormous in our view, and we are not paying very much at all to own them. Brookfield Infrastructure Partners owns and operates global infrastructure assets (utilities, towers, transport, etc.) and is 30% owned by Brookfield Asset Management, a company we have owned since the inception of the Fund. We like the predictable (i.e., recurring) cash flow stream, believe management’s effort in accelerating growth is likely to bear fruit and find our purchase price at roughly 15% discount to NAV to be very attractive. Westlake Chemical Partners is a vertically-integrated, international manufacturer of basic chemicals, polymers, and fabricated building products. We established a small position in July of 2014 on the thesis that the market was undervaluing the sustainability and longevity of the company’s growth and ability to generate and reinvest the excess cash flows (we believe they are far less correlated to the commodity prices than the market appears to be). In the first quarter of 2015, the market “decided” to undervalue this ability even more, so we built a medium sized position as a result. We are fans of the management team and their strategy of going after profitable growth, as well as their significant stake in the company. Table VII. Top net sales for the quarter ended March 31, 2015 Dominion Midstream Partners LP PBF Logistics LP Monsanto Co. Youku Tudou, Inc. Coupons.com Incorporated Market Cap When Sold (billions) Amount Sold (thousands) $ 2.4 0.7 56.9 3.4 0.8 $–115.2 –113.5 –80.4 –53.6 –47.1 63 Baron Global Advantage Fund We took profits in Dominion Midstream Partners, PBF Logistics and Monsanto – all still owned elsewhere by Baron Funds, and were sold to make room for higher conviction ideas listed in the table above. We cut our losses in Youku Tudou and Coupons.com as we have lost faith in our investment theses in both and decided to move on. in which we are invested and continue to search for new ideas and investment opportunities. Thank you for investing in the Baron Global Advantage Fund. Sincerely, Outlook Our goal remains to maximize long-term returns without taking significant risks of permanent loss of capital. Our focus continues to be on identifying and investing in unique companies with sustainable competitive advantages that we believe have the ability to reinvest capital at high rates of return. We are excited about the long-term prospects of the companies Alex Umansky, Portfolio Manager April 30, 2015 For more information about this Fund please scan this QR code with any bar code reader on your mobile device. Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. Growth stocks can react differently to issuer, political, market and economic developments than the market as a whole. Non-U.S. investments may involve additional risks to those inherent in U.S. investments, including exchange-rate fluctuations, political or economic instability, the imposition of exchange controls, expropriation, limited disclosure and illiquid markets, resulting in greater share price volatility. Securities of small and medium-sized companies may be thinly traded and more difficult to sell. The discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio managers only through the end of the period stated in this report. The portfolio manager’s views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Global Advantage Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. 64 March 31, 2015 Baron Discovery Fund Dear Baron Discovery Fund Shareholder: Performance Baron Discovery Fund increased 6.72% in the quarter, slightly better than the Russell 2000 Growth Index which increased 6.63%. Both Baron Discovery Fund and the Russell 2000 Growth Index outperformed the S&P 500 Index, which was impacted by the strengthening U.S. dollar negatively impacting the profits of companies with overseas operations. In general, we thought the first quarter represented a strong start to 2015. Our companies continue to grow despite macro headwinds, including potential Federal Reserve interest rate hikes and a strengthening dollar. The portfolio benefitted from our overweight position in Health Care in the first quarter. Health Care was the best performing sector in the Russell 2000 Growth Index and was the largest contributor to the Fund’s performance. Within Health Care, we saw strong stock performance across the board (diagnostic testing, biotech, specialty pharma, medical devices and health care services). We are excited about our Health Care investments, though we did trim some positions in the quarter when valuations started getting close to our price targets. That being said, we believe we are finding new Health Care companies with both great growth prospects and reasonable valuations, so we expect to continue being overweight Health Care. RANDY GWIRTZMAN AND LAIRD BIEGER PORTFOLIO MANAGERS Retail Shares: BDFFX Institutional Shares: BDFIX Table II. Top contributors to performance for the quarter ended March 31, 2015 The Consumer Discretionary sector also outperformed during the quarter. Consumers started to benefit from lower gas prices, which combined with a stronger employment backdrop, helped sales at some of our regional casinos, specialty retailers and restaurant holdings. While difficult winter weather conditions will certainly impact earnings in the first quarter, we think the longer-term prospects for our retailers, restaurants and hotels and casinos are as bright as they have been since the financial crisis. Table I. Performance (Retail Shares)† For period ended March 31, 2015 Baron Russell Discovery 2000 S&P 500 1,2 Fund Growth Index1 Index1 Three Months3 6.72% One Year 11.17% Since Inception (September 30, 2013) 25.92% 6.63% 12.06% 14.06% 0.95% 12.73% 17.17% Percent Impact Foundation Medicine, Inc. Esperion Therapeutics, Inc. Pinnacle Entertainment, Inc. Intersect ENT, Inc. JUST EAT plc 3.19% 2.01 1.36 0.85 0.72 Foundation Medicine, Inc. was an outstanding performer for the Fund in the quarter. FMI is a diagnostic lab company that specializes in analyzing the most complex cancers. It uses next generation genetic sequencing to find over 300 relevant cancer genes. On top of this, its information technology platform links pharmaceutical companies (40 of which are its customers) with oncologists (trying to help their patients) and scientific research (from many sources). We have been writing about this unique and exciting company since the Fund’s first investor letter in the fourth quarter of 2013. Performance listed in the above table is net of annual operating expenses. Annual expense ratio for the Retail Shares as of September 30, 2014 was 2.16%, but the net annual expense ratio was 1.35% (net of the Adviser’s fee waivers). The performance data quoted represents past performance. 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. The Adviser has reimbursed certain Fund expenses (by contract as long as BAMCO, Inc. is the adviser to the Fund) and the Fund’s transfer agency expenses may be reduced by expense offsets from an unaffiliated transfer agent, without which performance would have been lower. Current performance may be lower or higher than the performance data quoted. For performance information current to the most recent month end, visit www.BaronFunds.com or call 1-800-99BARON. † 1 2 3 The Fund’s historical performance was impacted by gains from IPOs and/or secondary offerings. There is no guarantee that these results can be repeated or that the Fund’s level of participation in IPOs and secondary offerings will be the same in the future. The indexes are unmanaged. The Russell 2000® Growth Index measures the performance of small-sized U.S. companies that are classified as growth and the S&P 500 Index of 500 widely held large cap U.S. companies. The indexes and the Fund are with dividends, which positively impact the performance results. Russell Investment Group is the source and owner of the trademarks, service marks and copyrights related to the Russell Indexes. Russell is a trademark of Russell Investment Group. The performance data in the table does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or redemption of Fund shares. Not annualized. 65 Baron Discovery Fund While the investment has been volatile, we were finally rewarded in the first quarter with a major validation of the company’s technology and business strategy. Shares doubled in January when Roche Holdings announced a broad strategic relationship with FMI and initiated a tender for over 50% of FMI’s shares at $50 per share. Included in the various agreements with Roche are plans to co-market FMI’s tests overseas, development of additional high value tests, and use of Roche’s US sales force to educate medical professionals about the advantages of FMI’s technology. And Roche left the existing management team intact, which we view to be a highly favorable outcome. We continue to believe FMI is the company best positioned to take share in the emerging multi-billion dollar complex cancer diagnostics market. least an additional billion dollars if new Intersect devices are approved for non-surgical, in-office treatment of sinusitis. This could happen in late 2017 or early 2018. Shares rose in the quarter after XENT beat earnings expectations and noted that it is advancing its product development on schedule. We have been shareholders of the company since its IPO last July, and we have been big fans of management and its growth strategy. Esperion Therapeutics, Inc. is a biotech company developing a drug called ETC-1002 for the treatment of hypercholesterolemia or elevated cholesterol. One of the founders of the company was the co-inventor of Lipitor, one of the most successful drugs of all time. ETC-1002’s novel mechanism of action lowers “bad” LDL cholesterol, without many of the muscle-related side effects of statins (like Lipitor) which are currently the most popular drugs to treat elevated LDL cholesterol. In addition, Esperion’s drug has shown success lowering LDL cholesterol more significantly when used in combination with either statins or non-statin LDL drugs (such as Zetia, classified generically as ezetimibe). Investors have gotten very excited about recent clinical data on ETC-1002, which indicate that ESPR might have a blockbuster drug on its hands. We are very excited by the company’s long-term prospects. The company continues to extend its dominance in its key countries, allowing for increased scale and margins over time. In addition, in the markets where JUST EAT is the #1 player, it will be almost impossible for the second largest player to compete effectively. Today, JUST EAT is the #1 player in 10 of its 12 key markets. As a result, we believe we will see impressive profit growth and increased barriers to entry over the next few years. In the Fall of 2014, Esperion showed positive data from a phase 2b clinical trial (called 008) in statin intolerant patients (showing great LDL lowering effects without the side effects of statins). Additionally, the market saw the unexpected successful completion of Merck’s IMPROVE-IT trial (which helped to establish a firmer link between lowering LDL cholesterol and lowering the risk of heart disease). Esperion has had significant events in 2015 as well. First, Esperion was notified by the FDA that it could engage in long-term studies of the drug (as a “clinical hold” related to safety concerns was lifted). Second, ESPR released complete data from the 008 trial that incrementally bolstered investor confidence. Finally, the company released positive initial results from the ETC-1002-009 trial (showing significant additional LDL lowering effects when ESPR’s drug was used in combination with a statin). In March, Esperion raised about $190 million in an equity offering to fund future trial development and position the drug for the market. Given the size of the cholesterol market (20-27 million patients in U.S. and EU, which equates to tens of billions of dollars in value) and the scarcity value of a late stage cardiovascular disease asset, we believe Esperion is a top choice asset for any large pharmaceutical company seeking pipeline and see Esperion as a natural take-out candidate. Pinnacle Entertainment, Inc., an operator of regional casinos, benefitted from two unrelated factors. First, the company saw strong regional gaming fundamentals with improved spend at its properties leading to higher revenue and margins across its portfolio. Second, the company received an unsolicited offer for its real estate holdings from Gaming and Leisure Properties, Inc. We believe an acquisition of Pinnacle’s real estate by Gaming and Leisure Properties, if it were to take place at the right price, would be beneficial to shareholders of both companies. Intersect ENT, Inc. sells a novel drug coated device (called Propel) that is implanted in patients that have had surgery for chronic sinusitis. It’s very much like a stent for your sinuses. The market for Propel is now worth potentially $750 million. We believe this market could be extended by at 66 JUST EAT plc provides online takeaway ordering services that allow consumers to search for and order in real-time from their local takeaway restaurants. The stock performed well in the first quarter because the company provided strong 2014 results and issued a strong 2015 outlook. Table III. Top detractors from performance for the quarter ended March 31, 2015 Percent Impact BioScrip, Inc. Coupons.com, Incorporated Varonis Systems, Inc. Flotek Industries, Inc. E2open, Inc. –1.13% –0.60 –0.55 –0.46 –0.31 BioScrip, Inc., a provider of specialty drug infusion services, was down in the first quarter. We believe that BIOS is on the cusp of breaking out of some operating difficulties caused by its (in retrospect) overly aggressive acquisition strategy. We saw some early signs of this in last quarter’s earnings report. However, shares sold off after the company took a big charge this quarter for bad debt and raised capital to shore up its balance sheet. We still believe in management and that the valuation is reasonable, with the potential for large upside if the company is acquired. There has been a significant amount of M&A activity in this area, and there is a good activist presence in the investor base as well. We have maintained our investment. Coupons.com, Incorporated offers a promotion platform that allows consumer packaged goods companies to offer coupons to consumers. The company is attempting to offer a digital replacement for the paper coupons that exist in newspapers today. During the first quarter, the company issued guidance that was below Street expectations. As a result, the stock declined in the first quarter. While we realize there will be some volatility in Coupons.com’s earnings, we are very excited by its Retail IQ digital coupon platform. The company continues to roll out the platform to additional retailers and early results are promising. Varonis Systems, Inc. is a provider of software that that allows enterprises to map, analyze, manage and migrate their unstructured data. This data includes spreadsheets, documents, presentations, emails, and other employee generated data. During the quarter, the stock underperformed its peers as investors’ expectations for a fourth quarter “beat” versus prior management guidance were not met. We take a longer-term view and see a very large market opportunity that VRNS can capture. We have high conviction in management’s ability to execute its growth plan. March 31, 2015 Baron Discovery Fund Flotek Industries, Inc. provides specialty chemicals and downhole equipment for the oil industry. The company’s stock performed poorly in the first quarter as a result of lower drilling activity because of the recent declines in the price of oil. The company is still one of the most unique companies within the oilfield service sector, and we believe it will rebound strongly when the price of oil eventually rebounds. While we recognize profits will be depressed in the short run, when drilling activity inevitably picks up, we think Flotek will show outsized profit growth for many years. E2Open, Inc. is a provider of cloud-based software that helps some of the world’s largest companies to analyze and manage their complex manufacturing supply chains. The company missed expectations, and shares sold off dramatically. We bought additional shares at the lows, which proved to be a good decision, as the company agreed to be purchased by private equity in January. We sold the position in the market as its trading price approached the acquisition price. Portfolio Structure As of March 31, 2015, the Fund had $94.1 million under management and was invested in 56 publicly traded stocks. At the end of the quarter, the top 10 positions represented 30.0% of the Fund’s assets. Our key sector weightings at the end of March 2015 were 34.2% Health Care (9.5% greater than the Russell 2000 Growth Index), 20.5% Information Technology (5.3% below the Index), 14.4% Consumer Discretionary (1.3% lower than the Index), 8.9% Industrials (5.4% below the Index), and 8.5% Financials (1.0% greater than the Index). Table IV. Top 10 holdings as of March 31, 2015 Quarter End Investment Percent Year Value of Net Acquired (millions) Assets Foundation Medicine, Inc. The Spectranetics Corporation DigitalGlobe, Inc. Amber Road, Inc. JUST EAT plc ExamWorks Group, Inc. Strategic Hotels & Resorts, Inc. CaesarStone Sdot-Yam Ltd. Rexford Industrial Realty, Inc. Intersect ENT, Inc. 2013 2013 2014 2014 2014 2014 2014 2013 2014 2014 $3.9 3.4 2.9 2.8 2.7 2.7 2.7 2.4 2.4 2.3 4.1% 3.6 3.1 3.0 2.9 2.9 2.9 2.6 2.5 2.4 Recent Activity Table V. Top net purchases for the quarter ended March 31, 2015 Quarter End Amount Year Market Cap Purchased Acquired (billions) (millions) Fidelity National Financial Inc. – FNFV Group Chuy’s Holdings, Inc. Mercury Systems, Inc. NN, Inc. Rexford Industrial Realty, Inc. 2015 2015 2015 2015 2014 $1.3 0.4 0.5 0.5 0.9 $2.2 1.8 1.5 1.3 1.2 Fidelity National Financial Inc. - FNFV Group is a portfolio of four companies that are in the process of being sold or spun off to FNFV Group shareholders. We believe the individual value of the four investments in the portfolio (Fleetcor Technologies, Ceridian HCM, American Blue Ribbon Holdings and J. Alexander’s) are worth more than the value that FNFV Group stock trades at today. Over the next couple of years, FNFV Group will monetize these portfolio companies, allowing the value of these individual investments to be realized. The next company to be monetized is the restaurant chain, J. Alexander’s. We expect the stock of J. Alexander’s to be spun off to shareholders sometime in the second quarter of 2015. We believe that J. Alexander’s has the ability to both grow average restaurant volumes and to increase the number of restaurant units. We believe a standalone J. Alexander’s will be well received by investors. Chuy’s Holdings, Inc. is the operator of the 61 Chuy’s “Tex Mex” restaurants in fourteen states. The company offers fresh prepared food at reasonable prices in a casual dining environment. The company had been a high flyer after its IPO in 2012. More recently, the company has undergone some operational challenges that had caused the stock to drop by nearly half. We used this dislocation in the stock to take a position in the company. We believe the operational challenges the company has faced can be fixed over the next few quarters and that the company can resume 20%+ unit growth. We believe the concept is unique and that profit growth, which has stalled recently, can reaccelerate. NN, Inc. manufactures and supplies precision metal and bearing components used in the automotive and general industrial end markets. It has 25 manufacturing facilities around the world, including in the U.S., Europe, South America and China. The company’s products are engineered to extremely tight tolerances (down to the single micron level), which is a significant competitive advantage, particularly as NN can manufacture its components at high volumes with zero defects. In September 2014, NN acquired Autocam, a precision manufacturer with significant auto market presence. This gave NN the ability to produce components that enhance fuel efficiency, with uses in many key areas such as direct fuel injection, high end transmissions, variable valve timing and electric steering. These products are experiencing fast growth, as government mandated fuel efficiency standards increase around the world and these new products start to see mainstream adoption. NN’s CEO envisions building company revenues to $1 billion by 2018, which would double its current rate. And he sees operating margins expanding as well. If he is able to execute his “2018 Vision” plan, cash flow will grow exponentially, and we believe the Fund’s shareholders will benefit greatly. Rexford Industrial Realty, Inc. is a high growth real estate investment trust that owns a portfolio of 101 infill industrial properties, comprising 10 million square feet, concentrated in Southern California. Southern California is considered to be among the most attractive markets for industrial real estate in the country, owing to the diverse set of industries that drive demand for warehouse space (manufacturing, distribution, consumer staples, IT businesses, etc.), and new infill development activity that is limited by a scarcity of developable land and “higher and better use” opportunities to develop land for purposes other than warehouse space. Rexford is growing rapidly, both organically (increasing occupancy, rising market rents, contractual rent escalators in leases) and through acquisitions, in a highly fragmented market. The management team, led by two seasoned real estate executives, draws on its deep rolodex of contacts to identify acquisition candidates. Acquisitions are often negotiated “off 67 Baron Discovery Fund market,” resulting in more attractive purchase prices versus results achieved in more competitive auctions. Since the company’s IPO in July 2013, management has doubled the size of the portfolio, with plans to double it again over the next few years. We believe its valuation is attractive relative to the high quality of the platform and the significant growth we expect to see over the next several years. Table VI. Top net sales for the quarter ended March 31, 2015 Market Cap When Market Cap Year Acquired When Sold Acquired (billions) (billions) E2open, Inc. Polypore International, Inc. Tallgrass Energy Partners LP Chesapeake Lodging Trust Capital Senior Living Corp. 2013 2014 2013 2013 2014 $0.6 1.5 1.0 1.2 0.7 $0.3 2.7 2.3 1.8 0.7 Net Amount Sold (millions) $1.7 1.6 1.6 1.4 0.9 Polypore International, Inc. is a leading producer of microporous membranes that are used in batteries as well as in industrial and health care applications. We have been holders of PPO since February 2014. We have always admired its management team, and we believe in the company’s ability to capture a good chunk of the market for lithium-ion battery separators. This product should grow dramatically due to increased automotive and energy storage demands. In the quarter, PPO was acquired by Asahi Kasei, and we sold our investment. E2Open, Inc. underwent a corporate transaction where the parent company was sold. Outlook One of the things we have spoken about over the last 18 months was that we expected to see a handful of our companies acquired each year. We felt that way because we typically are buying businesses with high barriers to entry, and in cases where another company wants to get into the same business, it is generally faster and significantly cheaper to buy our companies than it would be to try and develop the same business from the ground up. Last year was a little bit of an anomaly as only one of our companies was acquired during the year (Open Table). However, in the first quarter of this year, we had two companies accept takeover offers (Polypore International and E2Open), one company receive a large investment at a stock price that was up almost 100% from where it had been trading prior to the announcement (Foundation Medicine) and one company receive an offer for its real estate holdings that valued the whole company at a 50% premium to where it had been trading (Pinnacle Entertainment). We really believe these offers validate our thesis and, while we do not expect to see this level of activity every quarter, we do believe that we will continue to see more takeover offers go forward. Thank you for investing in the Fund. Randy Gwirtzman & Laird Bieger Portfolio Managers April 30, 2015 Tallgrass Energy Partners LP and Chesapeake Lodging Trust were sold after they hit our price targets. For more information about this Fund please scan this QR code with any bar code reader on your mobile device Investors should consider the investment objectives, risks, and charges and expenses of the investment carefully before investing. The prospectus and summary prospectus contains this and other information about the Funds. You may obtain them from its distributor, Baron Capital, Inc., by calling 1-800-99BARON or visiting www.BaronFunds.com. Please read them carefully before investing. The Adviser believes that there is more potential for capital appreciation in smaller companies, but there also may be more risk. Specific risks associated with investing in smaller companies include that the securities may be thinly traded and they may be more difficult to sell during market downturns. The Fund may not achieve its objectives. Portfolio holdings are subject to change. Current and future portfolio holdings are subject to risk. The discussions of the companies herein are not intended as advice to any person regarding the advisability of investing in any particular security. The views expressed in this report reflect those of the respective portfolio manager only through the end of the period stated in this report. The portfolio managers’ views are not intended as recommendations or investment advice to any person reading this report and are subject to change at any time based on market and other conditions and Baron has no obligation to update them. This report does not constitute an offer to sell or a solicitation of any offer to buy securities of Baron Discovery Fund by anyone in any jurisdiction where it would be unlawful under the laws of that jurisdiction to make such offer or solicitation. 68 Baron Funds Portfolio Market Capitalization (Unaudited) Baron Asset Fund Baron Asset Fund invests in mid-sized growth companies with market capitalizations above $2.5 billion or the smallest market cap stock in the Russell Midcap Growth Index at reconstitution, whichever is larger, and below the largest market cap stock in the Russell Midcap Growth Index at reconstitution. Company The Priceline Group, Inc. . . . . . . . . . . . . . . . . . . . . . . The Charles Schwab Corp. . . . . . . . . . . . . . . . . . . . . . LinkedIn Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Illumina, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cerner Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . T. Rowe Price Group, Inc. . . . . . . . . . . . . . . . . . . . . . . Roper Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Nielsen N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SBA Communications Corp. . . . . . . . . . . . . . . . . . . . CarMax, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Concho Resources, Inc. . . . . . . . . . . . . . . . . . . . . . . . . FleetCor Technologies, Inc. . . . . . . . . . . . . . . . . . . . . Equinix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Western Gas Equity Partners LP . . . . . . . . . . . . . . . . CBRE Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wynn Resorts Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . Fastenal Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stericycle, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Henry Schein, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Universal Health Services, Inc. . . . . . . . . . . . . . . . . . Tractor Supply Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ralph Lauren Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Tiffany & Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Verisk Analytics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Pall Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mettler-Toledo International, Inc. . . . . . . . . . . . . . . Towers Watson & Co. . . . . . . . . . . . . . . . . . . . . . . . . . Westinghouse Air Brake Technologies Corporation . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Cooper Companies, Inc. . . . . . . . . . . . . . . . . . . . Hyatt Hotels Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Quintiles Transnational Holdings, Inc. . . . . . . . . . . . Equity Market Cap (in millions) $60,465 39,968 31,262 26,695 25,098 21,101 17,261 16,522 15,151 14,493 13,911 13,836 13,150 13,135 12,891 12,780 12,244 11,928 11,700 11,645 11,609 11,482 11,367 11,289 10,706 9,228 9,196 9,154 9,108 9,050 8,782 8,358 % of Net Assets 1.4% 2.8 1.4 3.5 0.7 0.9 1.6 2.0 3.0 1.8 1.0 3.2 1.3 0.4 2.7 0.9 1.7 1.2 1.7 1.5 1.4 0.9 1.1 3.4 1.4 3.2 1.9 1.5 0.6 1.7 2.1 1.0 Company First Republic Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . Airgas, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ANSYS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Verisign, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arch Capital Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . Gartner, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Helmerich & Payne, Inc. . . . . . . . . . . . . . . . . . . . . . . IDEXX Laboratories, Inc. . . . . . . . . . . . . . . . . . . . . . . . WABCO Holdings Inc. . . . . . . . . . . . . . . . . . . . . . . . . Dick’s Sporting Goods, Inc. . . . . . . . . . . . . . . . . . . . . FactSet Research Systems, Inc. . . . . . . . . . . . . . . . . . IDEX Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Colfax Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Middleby Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . Phillips 66 Partners LP . . . . . . . . . . . . . . . . . . . . . . . . Shell Midstream Partners, L.P. . . . . . . . . . . . . . . . . . . SS&C Technologies Holdings, Inc. . . . . . . . . . . . . . . Receptos, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TerraForm Power, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Core Laboratories N.V. . . . . . . . . . . . . . . . . . . . . . . . . Inovalon Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . West Pharmaceutical Services, Inc. . . . . . . . . . . . . . United Natural Foods, Inc. . . . . . . . . . . . . . . . . . . . . Vail Resorts, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guidewire Software, Inc. . . . . . . . . . . . . . . . . . . . . . . Choice Hotels International, Inc. . . . . . . . . . . . . . . . The Boston Beer Company, Inc. . . . . . . . . . . . . . . . . HomeAway, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shutterstock, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alexander’s, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MRC Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $8,094 7,971 7,939 7,828 7,710 7,339 7,327 7,236 7,184 6,770 6,640 5,932 5,908 5,879 5,674 5,262 5,255 5,202 4,549 4,506 4,460 4,332 3,858 3,759 3,691 3,677 3,596 2,852 2,449 2,331 1,213 % of Net Assets 0.8% 0.6 1.7 1.4 2.8 4.7 0.2 4.4 0.5 1.1 2.8 1.2 1.1 1.6 1.0 0.9 1.4 0.5 1.2 0.4 1.2 1.5 0.7 3.6 1.7 1.8 0.2 0.8 0.5 1.3 0.2 98.7% 69 Baron Funds Baron Growth Fund Baron Growth Fund invests in small-sized growth companies with market capitalizations up to the largest market cap stock in the Russell 2000 Growth Index at reconstitution, or companies with market capitalizations up to $2.5 billion, whichever is larger. Company Under Armour, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Edwards Lifesciences Corp. . . . . . . . . . . . . . . . . . . . . Church & Dwight Co., Inc. . . . . . . . . . . . . . . . . . . . . . Mettler-Toledo International, Inc. . . . . . . . . . . . . . . ANSYS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IHS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LKQ Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arch Capital Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . Gartner, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Helmerich & Payne, Inc. . . . . . . . . . . . . . . . . . . . . . . IDEXX Laboratories, Inc. . . . . . . . . . . . . . . . . . . . . . . . Alexandria Real Estate Equities, Inc. . . . . . . . . . . . . Brookdale Senior Living, Inc. . . . . . . . . . . . . . . . . . . . MSCI, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dick’s Sporting Goods, Inc. . . . . . . . . . . . . . . . . . . . . FactSet Research Systems, Inc. . . . . . . . . . . . . . . . . . CoStar Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Community Health Systems, Inc. . . . . . . . . . . . . . . . Colfax Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Middleby Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . ITC Holdings Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Targa Resources Corp. . . . . . . . . . . . . . . . . . . . . . . . . . SS&C Technologies Holdings, Inc. . . . . . . . . . . . . . . Genesee & Wyoming, Inc. . . . . . . . . . . . . . . . . . . . . . American Campus Communities, Inc. . . . . . . . . . . . Copart, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Penske Automotive Group, Inc. . . . . . . . . . . . . . . . . Core Laboratories N.V. . . . . . . . . . . . . . . . . . . . . . . . . MSC Industrial Direct Co., Inc. . . . . . . . . . . . . . . . . . Inovalon Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . MAXIMUS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LaSalle Hotel Properties . . . . . . . . . . . . . . . . . . . . . . West Pharmaceutical Services, Inc. . . . . . . . . . . . . . Douglas Emmett, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Booz Allen Hamilton Holding Corp. . . . . . . . . . . . . . Panera Bread Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gaming and Leisure Properties, Inc. . . . . . . . . . . . . Air Lease Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Natural Foods, Inc. . . . . . . . . . . . . . . . . . . . . Vail Resorts, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bio-Techne Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guidewire Software, Inc. . . . . . . . . . . . . . . . . . . . . . . Choice Hotels International, Inc. . . . . . . . . . . . . . . . TreeHouse Foods, Inc. . . . . . . . . . . . . . . . . . . . . . . . . 70 Equity Market Cap (in millions) $17,399 15,318 11,166 9,228 7,939 7,826 7,773 7,710 7,339 7,327 7,236 7,062 6,929 6,891 6,770 6,640 6,392 6,104 5,908 5,879 5,809 5,365 5,255 5,210 4,814 4,750 4,651 4,506 4,467 4,460 4,397 4,387 4,332 4,331 4,297 4,290 4,191 3,871 3,858 3,759 3,724 3,691 3,677 3,638 % of Net Assets 3.8% 0.5 1.5 2.2 2.0 0.3 0.6 2.9 2.9 0.3 1.7 0.9 0.1 1.6 2.8 3.1 2.4 2.1 1.3 3.2 3.0 1.0 2.3 2.3 0.3 1.2 0.5 0.4 0.4 0.1 2.4 0.8 0.8 1.2 1.3 0.9 1.6 0.9 2.1 2.6 1.1 0.7 2.3 1.8 Company The Boston Beer Company, Inc. . . . . . . . . . . . . . . . . Generac Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Morningstar, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acadia Pharmaceuticals Inc. . . . . . . . . . . . . . . . . . . . FEI Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bright Horizons Family Solutions, Inc. . . . . . . . . . . . Landstar System, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Valmont Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . Primerica, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Manchester United plc . . . . . . . . . . . . . . . . . . . . . . . Marriott Vacations Worldwide Corp. . . . . . . . . . . . . Oaktree Capital Group, LLC . . . . . . . . . . . . . . . . . . . Diamond Resorts International, Inc. . . . . . . . . . . . . Shutterstock, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alexander’s, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Advent Software, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . BRP, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nord Anglia Education Inc. . . . . . . . . . . . . . . . . . . . . Pinnacle Entertainment, Inc. . . . . . . . . . . . . . . . . . . . Financial Engines, Inc. . . . . . . . . . . . . . . . . . . . . . . . . CaesarStone Sdot-Yam Ltd. . . . . . . . . . . . . . . . . . . . Masonite International Corp. . . . . . . . . . . . . . . . . . . Diplomat Pharmacy, Inc . . . . . . . . . . . . . . . . . . . . . . . American Assets Trust, Inc. . . . . . . . . . . . . . . . . . . . . The Carlyle Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cohen & Steers, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Trex Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Neogen Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pegasystems, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interval Leisure Group, Inc. . . . . . . . . . . . . . . . . . . . . Foundation Medicine, Inc. . . . . . . . . . . . . . . . . . . . . . Smart & Final Stores, Inc. . . . . . . . . . . . . . . . . . . . . . ClubCorp Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . Penn National Gaming, Inc. . . . . . . . . . . . . . . . . . . . AO World plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Bottomline Technologies (de), Inc. . . . . . . . . . . . . . . Benefitfocus, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Iridium Communications Inc. . . . . . . . . . . . . . . . . . . The Container Store Group, Inc. . . . . . . . . . . . . . . . . IPC Healthcare, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Badger Daylighting Ltd. . . . . . . . . . . . . . . . . . . . . . . . Whistler Blackcomb Holdings, Inc. . . . . . . . . . . . . . Agrinos AS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $3,596 3,364 3,323 3,265 3,194 3,161 2,970 2,930 2,659 2,606 2,605 2,468 2,454 2,449 2,331 2,320 2,267 2,221 2,174 2,174 2,131 2,025 1,971 1,886 1,867 1,859 1,749 1,727 1,660 1,497 1,402 1,298 1,251 1,248 1,144 1,091 1,047 918 914 806 791 543 19 % of Net Assets 0.7% 1.6 1.1 0.2 0.6 1.4 0.4 0.6 1.7 1.0 1.4 0.9 0.1 0.3 0.7 1.1 0.2 0.6 1.1 1.2 1.3 1.2 0.4 0.4 0.7 1.1 1.1 0.2 0.6 0.8 0.3 0.1 0.2 0.7 1.1 0.3 1.0 1.1 0.1 0.1 0.5 0.2 0.0 98.6% Baron Funds Baron Small Cap Fund Baron Small Cap Fund invests 80% of its net assets in small-sized growth companies with market capitalizations up to the largest market cap stock in the Russell 2000 Growth Index at reconstitution, or companies with market capitalizations up to $2.5 billion, whichever is larger. Company SBA Communications Corp. . . . . . . . . . . . . . . . . . . . FleetCor Technologies, Inc. . . . . . . . . . . . . . . . . . . . . Equinix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liberty Media Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . CBRE Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SL Green Realty Corp. . . . . . . . . . . . . . . . . . . . . . . . . TransDigm Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Mettler-Toledo International, Inc. . . . . . . . . . . . . . . Gartner, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acuity Brands, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . IDEXX Laboratories, Inc. . . . . . . . . . . . . . . . . . . . . . . . Brookdale Senior Living, Inc. . . . . . . . . . . . . . . . . . . . The Madison Square Garden Co. . . . . . . . . . . . . . . . Waste Connections, Inc. . . . . . . . . . . . . . . . . . . . . . . Liberty Broadband Corp. . . . . . . . . . . . . . . . . . . . . . . ITC Holdings Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Phillips 66 Partners LP . . . . . . . . . . . . . . . . . . . . . . . . Targa Resources Corp. . . . . . . . . . . . . . . . . . . . . . . . . . Genesee & Wyoming, Inc. . . . . . . . . . . . . . . . . . . . . . Platform Specialty Products Corp. . . . . . . . . . . . . . . The Ultimate Software Group, Inc. . . . . . . . . . . . . . DexCom, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nordson Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Core Laboratories N.V. . . . . . . . . . . . . . . . . . . . . . . . . LaSalle Hotel Properties . . . . . . . . . . . . . . . . . . . . . . ICON plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Berry Plastics Group, Inc. . . . . . . . . . . . . . . . . . . . . . . Cognex Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Graco, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gaming and Leisure Properties, Inc. . . . . . . . . . . . . WEX Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fossil Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cepheid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Catalent Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Natural Foods, Inc. . . . . . . . . . . . . . . . . . . . . GrubHub Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guidewire Software, Inc. . . . . . . . . . . . . . . . . . . . . . . Clean Harbors, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . FEI Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Auspex Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . . . Bright Horizons Family Solutions, Inc. . . . . . . . . . . . Sarana Menara Nusantara Tbk PT . . . . . . . . . . . . . . HomeAway, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valero Energy Partners LP . . . . . . . . . . . . . . . . . . . . . Columbia Pipeline Partners LP . . . . . . . . . . . . . . . . . Rexnord Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Abengoa Yield plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dominion Midstream Partners, L.P. . . . . . . . . . . . . . ACI Worldwide, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . DigitalGlobe, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Cheesecake Factory, Inc. . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $15,151 13,836 13,150 13,137 12,891 12,822 11,529 9,228 7,339 7,293 7,236 6,929 6,503 5,969 5,839 5,809 5,674 5,365 5,210 4,932 4,862 4,832 4,825 4,506 4,387 4,344 4,303 4,300 4,249 4,191 4,165 4,154 4,067 3,861 3,858 3,797 3,691 3,345 3,194 3,190 3,161 3,137 2,852 2,787 2,787 2,715 2,702 2,655 2,510 2,472 2,464 % of Net Assets 3.5% 2.1 1.5 1.1 0.8 0.6 3.5 1.5 3.0 2.5 1.9 2.4 1.5 2.2 0.5 0.5 0.9 1.3 1.4 0.9 2.2 1.4 1.0 0.5 0.9 1.7 3.0 1.3 0.5 1.8 1.4 0.6 0.8 1.0 2.0 0.2 1.4 1.1 1.2 0.5 2.2 0.8 1.0 0.8 0.3 0.7 0.2 0.4 1.4 1.5 1.0 Company Mattress Firm Holding Corp. . . . . . . . . . . . . . . . . . . . Advent Software, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Healthcare Services Group, Inc. . . . . . . . . . . . . . . . . Nord Anglia Education Inc. . . . . . . . . . . . . . . . . . . . . Essent Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Engines, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Monro Muffler Brake, Inc. . . . . . . . . . . . . . . . . . . . . . Summit Materials, Inc. . . . . . . . . . . . . . . . . . . . . . . . . INC Research Holdings, Inc. . . . . . . . . . . . . . . . . . . . Chesapeake Lodging Trust . . . . . . . . . . . . . . . . . . . . . On Assignment, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Cantel Medical Corp . . . . . . . . . . . . . . . . . . . . . . . . . . Diplomat Pharmacy, Inc . . . . . . . . . . . . . . . . . . . . . . . Electronics For Imaging . . . . . . . . . . . . . . . . . . . . . . . Franklin Electric Co., Inc. . . . . . . . . . . . . . . . . . . . . . . RBC Bearings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Artisan Partners Asset Management Inc. . . . . . . . . Forum Energy Technologies, Inc. . . . . . . . . . . . . . . . comScore, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PRA Health Sciences, Inc. . . . . . . . . . . . . . . . . . . . . . ExamWorks Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . Tumi Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Knowles Corporation . . . . . . . . . . . . . . . . . . . . . . . . . Moelis & Company . . . . . . . . . . . . . . . . . . . . . . . . . . . Scorpio Tankers Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Iconix Brand Group, Inc. . . . . . . . . . . . . . . . . . . . . . . The Spectranetics Corporation . . . . . . . . . . . . . . . . . Acxiom Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Globe Specialty Metals, Inc. . . . . . . . . . . . . . . . . . . . Interface, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HealthEquity, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Western Refining Logistics, LP . . . . . . . . . . . . . . . . . BJ's Restaurants, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Penn National Gaming, Inc. . . . . . . . . . . . . . . . . . . . Bonanza Creek Energy, Inc. . . . . . . . . . . . . . . . . . . . . National CineMedia, Inc. . . . . . . . . . . . . . . . . . . . . . . The Container Store Group, Inc. . . . . . . . . . . . . . . . . SunCoke Energy Partners, LP . . . . . . . . . . . . . . . . . . . Lumber Liquidators Holdings, Inc. . . . . . . . . . . . . . . Flotek Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . PBF Logistics LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Westlake Chemical Partners LP . . . . . . . . . . . . . . . . The Chefs' Warehouse, Inc. . . . . . . . . . . . . . . . . . . . . Del Frisco's Restaurant Group, Inc. . . . . . . . . . . . . . Rally Software Development Corp. . . . . . . . . . . . . . SFX Entertainment, Inc. . . . . . . . . . . . . . . . . . . . . . . . The KEYW Holding Corp. . . . . . . . . . . . . . . . . . . . . . . Fairway Group Holdings Corp. . . . . . . . . . . . . . . . . . Viggle, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $2,439 2,320 2,290 2,221 2,216 2,174 2,060 2,044 2,020 1,998 1,977 1,973 1,971 1,958 1,815 1,789 1,779 1,762 1,747 1,725 1,713 1,660 1,639 1,633 1,622 1,612 1,466 1,429 1,395 1,383 1,376 1,358 1,325 1,248 1,217 928 914 845 833 805 746 726 561 472 396 382 309 295 24 % of Net Assets 1.8% 1.6 0.4 1.1 0.6 1.6 0.5 0.5 0.4 0.8 1.4 0.6 0.5 0.4 0.2 0.5 0.6 0.3 0.5 0.5 0.5 0.8 0.4 0.7 0.9 1.2 0.4 0.4 1.5 0.4 0.6 0.4 0.9 0.9 0.2 0.1 0.6 0.1 0.2 0.6 0.3 0.4 0.9 0.8 0.7 0.3 0.3 0.1 0.0 98.8% 71 Baron Funds Baron Opportunity Fund Baron Opportunity Fund invests in high growth businesses of any market capitalization selected for their capital appreciation potential. Company Equity Market Cap (in millions) Facebook Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alibaba Group Holding Ltd. . . . . . . . . . . . . . . . . . . . Amazon.com, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . MasterCard, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Priceline Group, Inc. . . . . . . . . . . . . . . . . . . . . . . salesforce.com, inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . The Charles Schwab Corp. . . . . . . . . . . . . . . . . . . . . . Alexion Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . . . Twitter, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LinkedIn Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Illumina, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netflix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tesla Motors Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Under Armour, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Workday, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SBA Communications Corp. . . . . . . . . . . . . . . . . . . . CarMax, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Concho Resources, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Red Hat, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equinix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Verisk Analytics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ANSYS, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gartner, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SunEdison, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CoStar Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . FireEye, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Middleby Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . Zillow Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $230,938 205,187 172,797 99,770 60,465 43,467 39,968 35,032 32,444 31,262 26,695 25,209 23,740 17,399 15,869 15,151 14,493 13,911 13,894 13,150 11,289 9,108 7,939 7,339 6,537 6,392 6,110 5,879 5,779 72 % of Net Assets 2.5% 1.8 1.7 1.1 1.7 1.7 0.9 0.7 1.5 1.4 3.0 2.2 2.3 1.0 1.4 2.5 2.8 2.7 2.9 2.9 3.0 0.9 2.8 4.0 2.0 3.5 1.3 1.3 1.5 Company athenahealth, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . TerraForm Power, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Inovalon Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . WEX Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cepheid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restoration Hardware Holdings, Inc. . . . . . . . . . . . . Guidewire Software, Inc. . . . . . . . . . . . . . . . . . . . . . . JUST EAT plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pacira Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . . . . Golar LNG Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HomeAway, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Medidata Solutions, Inc. . . . . . . . . . . . . . . . . . . . . . . Manchester United plc . . . . . . . . . . . . . . . . . . . . . . . DigitalGlobe, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Shutterstock, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liberty Tripadvisor Holdings Inc. . . . . . . . . . . . . . . . CaesarStone Sdot-Yam Ltd. . . . . . . . . . . . . . . . . . . . Mellanox Technologies Ltd. . . . . . . . . . . . . . . . . . . . . The Spectranetics Corporation . . . . . . . . . . . . . . . . . Acxiom Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foundation Medicine, Inc. . . . . . . . . . . . . . . . . . . . . . HealthEquity, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . AO World plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefitfocus, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Flotek Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Aerie Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . . . . . Unilife Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $4,560 4,549 4,460 4,165 4,067 3,957 3,691 3,677 3,220 3,104 2,852 2,707 2,606 2,472 2,449 2,388 2,131 2,072 1,466 1,429 1,402 1,376 1,144 1,047 805 754 517 % of Net Assets 1.4% 1.2 0.5 1.1 1.4 1.4 5.0 1.5 1.3 1.0 1.5 1.5 2.1 1.9 2.9 1.5 1.4 1.4 1.2 1.7 0.5 1.0 1.0 2.9 1.0 0.9 0.5 99.7% Baron Funds Baron Partners Fund Baron Partners Fund is a non-diversified fund that invests primarily in U.S. companies of any size with significant growth potential. Company Equity % of Market Cap Total (in millions) Investments The Charles Schwab Corp. . . . . . . . . . . . . . . . . . . Illumina, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tesla Motors Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Under Armour, Inc. . . . . . . . . . . . . . . . . . . . . . . . . CarMax, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Norwegian Cruise Line Holdings, Ltd. . . . . . . . . Fastenal Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Verisk Analytics, Inc. . . . . . . . . . . . . . . . . . . . . . . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hyatt Hotels Corp. . . . . . . . . . . . . . . . . . . . . . . . . Arch Capital Group Ltd. . . . . . . . . . . . . . . . . . . . . Gartner, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IDEXX Laboratories, Inc. . . . . . . . . . . . . . . . . . . . $39,968 26,695 23,740 17,399 14,493 12,343 12,244 11,289 9,108 8,782 7,710 7,339 7,236 5.0% 1.8 6.7 0.1 5.9 0.3 3.2 4.6 1.3 6.4 6.5 2.3 3.5 Company Equity % of Market Cap Total (in millions) Investments Dick’s Sporting Goods, Inc. . . . . . . . . . . . . . . . . . FactSet Research Systems, Inc. . . . . . . . . . . . . . . CoStar Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . The Middleby Corp. . . . . . . . . . . . . . . . . . . . . . . . ITC Holdings Corp. . . . . . . . . . . . . . . . . . . . . . . . . Zillow Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Inovalon Holdings, Inc. . . . . . . . . . . . . . . . . . . . . Gaming and Leisure Properties, Inc. . . . . . . . . . Air Lease Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Vail Resorts, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Manchester United plc . . . . . . . . . . . . . . . . . . . . The Carlyle Group . . . . . . . . . . . . . . . . . . . . . . . . $6,770 6,640 6,392 5,879 5,809 5,779 4,460 4,191 3,871 3,759 2,606 1,867 5.2% 5.3 9.4 1.2 6.4 1.7 3.2 3.5 4.5 4.1 3.7 3.9 99.7% Baron Fifth Avenue Growth Fund Baron Fifth Avenue Growth Fund invests in large-sized growth companies with market capitalizations above the smallest market cap stock in the top 85% of the Russell 1000 Growth Index at reconstitution, or companies with market capitalizations above $10 billion, whichever is smaller. Company Equity Market Cap (in millions) Apple, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Google, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Facebook Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alibaba Group Holding Ltd. . . . . . . . . . . . . . . . . . . . Amazon.com, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Visa, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MasterCard, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Biogen, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Starbucks Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SoftBank Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Costco Wholesale Corp. . . . . . . . . . . . . . . . . . . . . . . . The Priceline Group, Inc. . . . . . . . . . . . . . . . . . . . . . . Monsanto Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Regeneron Pharmaceuticals, Inc. . . . . . . . . . . . . . . . ASML Holding N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . Las Vegas Sands Corp. . . . . . . . . . . . . . . . . . . . . . . . . VMware, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alexion Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . . . YUM! Brands, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $724,773 375,081 230,938 205,187 172,797 160,621 99,770 99,064 71,006 69,356 66,654 60,465 54,389 46,330 44,274 43,950 35,069 35,032 34,117 % of Net Assets 5.0% 4.9 5.5 3.5 7.9 3.5 4.1 2.1 3.6 1.6 1.3 3.7 2.0 1.8 2.1 1.2 1.6 2.1 1.7 Company Brookfield Asset Management, Inc. . . . . . . . . . . . . . Twitter, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CME Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LinkedIn Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Illumina, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Concho Resources, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Red Hat, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equinix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liberty Media Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . Wynn Resorts Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . Fastenal Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Verisk Analytics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ctrip.com International, Ltd. . . . . . . . . . . . . . . . . . . . FireEye, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liberty Broadband Corp. . . . . . . . . . . . . . . . . . . . . . . Shell Midstream Partners, L.P. . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $33,811 32,444 31,970 31,262 26,695 13,911 13,894 13,150 13,137 12,780 12,244 11,289 9,108 7,932 6,110 5,839 5,262 % of Net Assets 3.0% 4.0 2.0 1.2 5.8 1.8 2.4 2.4 0.9 2.1 1.5 1.7 1.0 1.1 3.2 0.5 1.2 95.0% 73 Baron Funds Baron Focused Growth Fund Baron Focused Growth Fund is a non-diversified fund that invests in small and mid-sized growth companies with market capitalizations up to the largest market cap stock in the Russell Midcap Growth Index at reconstitution. Company Tesla Motors Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CarMax, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fastenal Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Verisk Analytics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Church & Dwight Co., Inc. . . . . . . . . . . . . . . . . . . . . . Hyatt Hotels Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Airgas, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arch Capital Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . Dick’s Sporting Goods, Inc. . . . . . . . . . . . . . . . . . . . . FactSet Research Systems, Inc. . . . . . . . . . . . . . . . . . CoStar Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Colfax Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ITC Holdings Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . 74 Equity Market Cap (in millions) $23,740 14,493 12,244 11,289 11,166 8,782 7,971 7,710 6,770 6,640 6,392 5,908 5,809 % of Net Assets 7.7% 5.1 2.5 3.0 2.1 7.1 1.8 3.1 4.1 5.9 6.9 2.4 3.7 Company Genesee & Wyoming, Inc. . . . . . . . . . . . . . . . . . . . . . TerraForm Power, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Vail Resorts, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Guidewire Software, Inc. . . . . . . . . . . . . . . . . . . . . . . Choice Hotels International, Inc. . . . . . . . . . . . . . . . Manchester United plc . . . . . . . . . . . . . . . . . . . . . . . Financial Engines, Inc. . . . . . . . . . . . . . . . . . . . . . . . . CaesarStone Sdot-Yam Ltd. . . . . . . . . . . . . . . . . . . . The Carlyle Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefitfocus, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Iridium Communications Inc. . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $5,210 4,549 3,759 3,691 3,677 2,606 2,174 2,131 1,867 1,047 918 % of Net Assets 3.8% 2.0 7.0 2.7 4.8 4.4 4.2 3.6 3.5 4.1 3.9 99.4% Baron Funds Baron International Growth Fund Baron International Growth Fund is a diversified fund that invests in non-U.S. companies with significant growth potential. Investments may be made across all market capitalizations. The Fund invests principally in companies of developed countries and may invest up to 30% in companies of developing countries. Company Equity Market Cap (in millions) Alibaba Group Holding Ltd. . . . . . . . . . . . . . . . . . . . Tencent Holdings, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . Inditex SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SoftBank Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FANUC Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China Telecom Corp. Ltd. . . . . . . . . . . . . . . . . . . . . . . Compagnie Financière Richemont SA . . . . . . . . . . . Suncor Energy Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Deutsche Post AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . Haitong Securities Co., Ltd. . . . . . . . . . . . . . . . . . . . . Bridgestone Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Panasonic Corporation . . . . . . . . . . . . . . . . . . . . . . . . Syngenta AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mitsui Fudosan Co. Ltd. . . . . . . . . . . . . . . . . . . . . . . . Fresenius Medical Care Ag & Co. . . . . . . . . . . . . . . . Larsen & Toubro Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . Rakuten, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Steinhoff International Holdings Ltd. . . . . . . . . . . . Axis Bank Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ryanair Holdings plc . . . . . . . . . . . . . . . . . . . . . . . . . . Experian plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sumitomo Mitsui Trust Holdings, Inc. . . . . . . . . . . . Aena SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Check Point Software Technologies Ltd. . . . . . . . . . Agilent Technologies, Inc. . . . . . . . . . . . . . . . . . . . . . Brambles Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Daiwa Securities Group, Inc. . . . . . . . . . . . . . . . . . . . Grifols SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Burberry Group Plc . . . . . . . . . . . . . . . . . . . . . . . . . . . Wynn Macau Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Julius Baer Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . easyJet plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ProSiebenSat.1 Media AG . . . . . . . . . . . . . . . . . . . . . Crescent Point Energy Corp. . . . . . . . . . . . . . . . . . . . Brenntag AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Symrise AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Arch Capital Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . Constellation Software, Inc. . . . . . . . . . . . . . . . . . . . $205,187 177,970 100,133 69,356 52,171 51,883 46,265 42,273 37,778 34,206 32,369 32,112 31,513 29,437 25,906 25,543 22,866 21,625 21,213 18,374 17,114 16,159 15,082 15,066 13,953 13,754 13,669 13,540 11,433 11,245 11,230 11,089 10,692 10,037 9,291 8,194 7,710 7,325 % of Net Assets 1.0% 1.3 1.1 1.4 1.6 1.1 0.4 1.3 1.8 1.1 1.5 1.6 0.7 1.4 1.1 1.1 2.3 1.6 1.3 1.7 1.0 1.7 1.6 2.8 1.3 0.6 1.3 1.0 1.0 0.5 1.9 1.9 2.0 0.7 1.8 2.2 1.7 3.1 Company Ingenico SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intertek Group plc . . . . . . . . . . . . . . . . . . . . . . . . . . . Zee Entertainment Enterprises Ltd. . . . . . . . . . . . . . Inchcape plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kroton Educacional SA . . . . . . . . . . . . . . . . . . . . . . . . William Hill PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PT Matahari Department Store Tbk . . . . . . . . . . . . . Eurofins Scientific SE . . . . . . . . . . . . . . . . . . . . . . . . . Azimut Holding S.p.A. . . . . . . . . . . . . . . . . . . . . . . . . JUST EAT plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tower Bersama Infrastructure Tbk PT . . . . . . . . . . . Sarana Menara Nusantara Tbk PT . . . . . . . . . . . . . . Golar LNG Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cetip SA - Mercados Organizados . . . . . . . . . . . . . . TAL Education Group . . . . . . . . . . . . . . . . . . . . . . . . . Domino’s Pizza Enterprises Ltd. . . . . . . . . . . . . . . . . Sanrio Co. Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MonotaRO Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . Mellanox Technologies Ltd. . . . . . . . . . . . . . . . . . . . . Smiles SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Domino’s Pizza Group plc . . . . . . . . . . . . . . . . . . . . . TOTVS SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lancashire Holdings Limited . . . . . . . . . . . . . . . . . . . Luk Fook Holdings (International) Ltd. . . . . . . . . . . Abcam Plc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dish TV India Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . PATRIZIA Immobilien AG . . . . . . . . . . . . . . . . . . . . . . AO World plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Kingdee International Software Group Co. Ltd. . . . Premier Oil plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Perfect World Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . GOL Linhas Aéreas Inteligentes SA . . . . . . . . . . . . . Hathway Cable & Datacom Ltd . . . . . . . . . . . . . . . . RIB Software AG . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nomad Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . GAEC Educação S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . DEN Networks Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $6,630 5,979 5,245 5,242 5,238 4,825 4,396 4,107 4,093 3,677 3,476 3,137 3,104 2,623 2,620 2,443 2,384 2,182 2,072 1,942 1,904 1,870 1,857 1,641 1,447 1,395 1,237 1,144 1,080 997 920 688 650 610 546 395 343 % of Net Assets 2.3% 0.7 0.4 1.3 0.2 1.4 1.2 1.9 1.5 2.0 1.2 0.4 1.3 0.3 1.1 2.0 1.4 1.5 2.7 0.6 2.0 1.0 0.7 0.9 1.4 1.0 0.9 0.7 1.4 0.4 0.5 0.2 0.3 2.0 0.8 0.3 0.2 94.6% 75 Baron Funds Baron Real Estate Fund Baron Real Estate Fund is a non-diversified fund that invests 80% of its net assets in equity securities of U.S. and non-U.S. real estate and real estate-related companies of any size. The Fund’s investment in non-U.S. companies will not exceed 25%. Company Equity Market Cap (in millions) Home Depot, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lowe’s Companies, Inc. . . . . . . . . . . . . . . . . . . . . . . . Simon Property Group, Inc. . . . . . . . . . . . . . . . . . . . . Las Vegas Sands Corp. . . . . . . . . . . . . . . . . . . . . . . . . American Tower Corp. . . . . . . . . . . . . . . . . . . . . . . . . Brookfield Asset Management, Inc. . . . . . . . . . . . . . Hilton Worldwide Holdings, Inc. . . . . . . . . . . . . . . . . General Growth Properties, Inc. . . . . . . . . . . . . . . . . AvalonBay Communities, Inc. . . . . . . . . . . . . . . . . . . Prologis, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Boston Properties, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Vornado Realty Trust . . . . . . . . . . . . . . . . . . . . . . . . . SBA Communications Corp. . . . . . . . . . . . . . . . . . . . Starwood Hotels & Resorts Worldwide, Inc. . . . . . Mohawk Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . Equinix, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CBRE Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SL Green Realty Corp. . . . . . . . . . . . . . . . . . . . . . . . . Wynn Resorts Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . Norwegian Cruise Line Holdings, Ltd. . . . . . . . . . . . Wyndham Worldwide Corp. . . . . . . . . . . . . . . . . . . . D.R. Horton, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MGM Resorts International . . . . . . . . . . . . . . . . . . . . Global Logistic Properties Ltd. . . . . . . . . . . . . . . . . . Hyatt Hotels Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . $148,533 70,797 61,507 43,950 39,563 33,811 29,248 26,165 23,010 22,702 21,520 21,043 15,151 14,336 13,562 13,150 12,891 12,822 12,780 12,343 10,907 10,407 10,332 9,346 8,782 76 % of Net Assets 2.8% 1.7 1.8 1.2 2.1 1.9 3.7 1.4 1.1 1.1 1.2 1.2 1.7 1.7 3.0 2.9 3.6 1.3 1.5 3.1 3.0 0.3 3.0 1.8 3.3 Company Jones Lang LaSalle, Inc. . . . . . . . . . . . . . . . . . . . . . . . Alexandria Real Estate Equities, Inc. . . . . . . . . . . . . Brookdale Senior Living, Inc. . . . . . . . . . . . . . . . . . . . Toll Brothers, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Brookfield Infrastructure Partners L.P. . . . . . . . . . . . Howard Hughes Corp. . . . . . . . . . . . . . . . . . . . . . . . . ITC Holdings Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . Forest City Enterprises, Inc. . . . . . . . . . . . . . . . . . . . . American Campus Communities, Inc. . . . . . . . . . . . LaSalle Hotel Properties . . . . . . . . . . . . . . . . . . . . . . Douglas Emmett, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Sunstone Hotel Investors, Inc. . . . . . . . . . . . . . . . . . Tower Bersama Infrastructure Tbk PT . . . . . . . . . . . Strategic Hotels & Resorts, Inc. . . . . . . . . . . . . . . . . Sarana Menara Nusantara Tbk PT . . . . . . . . . . . . . . Kennedy-Wilson Holdings, Inc. . . . . . . . . . . . . . . . . . Marriott Vacations Worldwide Corp. . . . . . . . . . . . . Diamond Resorts International, Inc. . . . . . . . . . . . . Kennedy Wilson Europe Real Estate PLC . . . . . . . . CaesarStone Sdot-Yam Ltd. . . . . . . . . . . . . . . . . . . . Masonite International Corp. . . . . . . . . . . . . . . . . . . Education Realty Trust, Inc. . . . . . . . . . . . . . . . . . . . . Capital Senior Living Corp. . . . . . . . . . . . . . . . . . . . . Builders FirstSource, Inc. . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $7,640 7,062 6,929 6,909 6,845 6,156 5,809 5,469 4,814 4,387 4,331 3,479 3,476 3,422 3,137 2,706 2,605 2,454 2,208 2,131 2,025 1,700 755 655 % of Net Assets 2.9% 1.3 7.7 2.7 2.8 2.3 0.8 2.1 1.2 0.4 1.5 1.5 1.3 1.4 0.9 1.7 0.2 3.0 1.8 1.7 1.8 0.5 3.2 1.0 97.1% Baron Funds Baron Emerging Markets Fund Baron Emerging Markets Fund is a diversified fund that invests 80% of its net assets in non-U.S. companies of all sizes domiciled, headquartered or whose primary business activities or principal trading markets are in developing countries. The Fund may invest up to 20% in companies in developed market countries and in Frontier Countries. Company PetroChina Co. Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . China Mobile Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alibaba Group Holding Ltd. . . . . . . . . . . . . . . . . . . . Samsung Electronics Co., Ltd. . . . . . . . . . . . . . . . . . . Tencent Holdings, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . Taiwan Semiconductor Manufacturing Company Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China Petroleum & Chemical Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China Telecom Corp. Ltd. . . . . . . . . . . . . . . . . . . . . . . Wal-Mart de Mexico SAB de CV . . . . . . . . . . . . . . . Coal India Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . China Unicom (Hong Kong) Ltd. . . . . . . . . . . . . . . . Haitong Securities Co., Ltd. . . . . . . . . . . . . . . . . . . . . Fomento Económico Mexicano, S.A.B. de C.V. . . . . Larsen & Toubro Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . Bank Rakyat Indonesia (Persero) Tbk PT . . . . . . . . . Sasol Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Steinhoff International Holdings Ltd. . . . . . . . . . . . MediaTek Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Axis Bank Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Samsung Life Insurance Co. Ltd. . . . . . . . . . . . . . . . . Aspen Pharmacare Holdings Ltd. . . . . . . . . . . . . . . . Lupin Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ayala Land, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . LG Household & Health Care Ltd. . . . . . . . . . . . . . . Sinopharm Group Co. Ltd. . . . . . . . . . . . . . . . . . . . . . Wynn Macau Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Universal Robina Corp. . . . . . . . . . . . . . . . . . . . . . . . . Bangkok Bank Public Co. Ltd. . . . . . . . . . . . . . . . . . . China Mengniu Dairy Co. Ltd. . . . . . . . . . . . . . . . . . . BDO Unibank, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Global Logistic Properties Ltd. . . . . . . . . . . . . . . . . . Bidvest Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . Ctrip.com International, Ltd. . . . . . . . . . . . . . . . . . . . Far EasTone Telecommunications Co., Ltd. . . . . . . . Motherson Sumi Systems Ltd. . . . . . . . . . . . . . . . . . Shenzhou International Group Holdings Ltd. . . . . . Infraestructura Energetica Nova S.A.B. de C.V. . . . Sihuan Pharmaceutical Holdings Group Ltd. . . . . . Sociedad Química y Minera de Chile SA . . . . . . . . Mr Price Group Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . Zee Entertainment Enterprises Ltd. . . . . . . . . . . . . . Kroton Educacional SA . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $329,860 267,266 205,187 189,194 177,970 % of Net Assets 1.4% 1.5 1.4 2.5 1.6 121,766 1.7 119,152 51,883 43,621 36,628 36,449 34,206 33,449 25,543 25,047 22,119 21,625 21,269 21,213 17,432 14,448 14,425 12,640 12,177 11,297 11,245 11,030 10,823 10,414 9,910 9,346 9,083 7,932 7,863 7,256 6,316 6,298 5,922 5,922 5,716 5,245 5,238 0.3 1.5 0.8 1.2 0.9 2.5 1.7 1.4 1.2 1.3 1.9 1.0 1.7 1.4 1.6 1.8 1.4 1.1 2.1 0.6 1.4 1.0 1.4 1.1 1.3 1.3 0.7 1.5 0.2 0.9 1.1 0.6 0.3 1.0 0.8 0.2 Company Grupo Lala . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PT Matahari Department Store Tbk . . . . . . . . . . . . . Divi’s Laboratories Ltd. . . . . . . . . . . . . . . . . . . . . . . . . Tower Bersama Infrastructure Tbk PT . . . . . . . . . . . Eclat Textile Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . Glenmark Pharmaceuticals Ltd. . . . . . . . . . . . . . . . . Novatek Microelectronics Corp. . . . . . . . . . . . . . . . . Sarana Menara Nusantara Tbk PT . . . . . . . . . . . . . . Torrent Pharmaceuticals Ltd. . . . . . . . . . . . . . . . . . . M. Dias Branco SA . . . . . . . . . . . . . . . . . . . . . . . . . . . Metro Pacific Investments Corp. . . . . . . . . . . . . . . . Sun TV Network Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . WuXi PharmaTech (Cayman) Inc. . . . . . . . . . . . . . . Cetip SA - Mercados Organizados . . . . . . . . . . . . . . TAL Education Group . . . . . . . . . . . . . . . . . . . . . . . . . Melco International Development Ltd. . . . . . . . . . . Biostime International Holdings Ltd. . . . . . . . . . . . . Exide Industries Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . Amara Raja Batteries Ltd. . . . . . . . . . . . . . . . . . . . . . Grand Korea Leisure Co., Ltd. . . . . . . . . . . . . . . . . . . Smiles SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . HIWIN Technologies Corp. . . . . . . . . . . . . . . . . . . . . Man Wah Holdings Ltd. . . . . . . . . . . . . . . . . . . . . . . . TOTVS SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Multiplus SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Luk Fook Holdings (International) Ltd. . . . . . . . . . . Dish TV India Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Makalot Industrial Co., Ltd. . . . . . . . . . . . . . . . . . . . . CJ O Shopping Co. Ltd. . . . . . . . . . . . . . . . . . . . . . . . Kingdee International Software Group Co. Ltd. . . . Ginko International Co., Ltd. . . . . . . . . . . . . . . . . . . . Perfect World Co., Ltd. . . . . . . . . . . . . . . . . . . . . . . . . L.P.N. Development PCL . . . . . . . . . . . . . . . . . . . . . . GOL Linhas Aéreas Inteligentes SA . . . . . . . . . . . . . Linx SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hathway Cable & Datacom Ltd . . . . . . . . . . . . . . . . WeMade Entertainment Co., Ltd. . . . . . . . . . . . . . . . PVR Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I-Sens, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GAEC Educação S.A. . . . . . . . . . . . . . . . . . . . . . . . . . . DEN Networks Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . SHUAA Capital psc . . . . . . . . . . . . . . . . . . . . . . . . . . . Lekoil, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $5,021 4,396 3,787 3,476 3,432 3,408 3,151 3,137 3,133 3,061 3,011 2,782 2,774 2,623 2,620 2,605 2,544 2,414 2,274 2,116 1,942 1,934 1,870 1,870 1,663 1,641 1,395 1,373 1,294 1,080 1,067 920 762 688 684 650 597 440 404 395 343 176 127 % of Net Assets 0.9% 1.4 1.4 1.5 1.1 0.8 1.3 0.6 1.8 0.5 0.9 1.0 0.9 1.0 1.5 0.3 0.4 1.2 1.3 0.9 1.2 1.0 1.0 0.9 0.5 0.8 1.6 1.5 1.1 1.2 1.2 0.8 0.5 0.4 0.4 0.3 0.6 1.0 0.8 0.4 0.5 0.2 0.2 91.1% 77 Baron Funds Baron Energy and Resources Fund Baron Energy and Resources Fund is a non-diversified fund that invests 80% of its net assets in equity securities of U.S. and non-U.S. energy and resources companies and related companies of any size. Company EOG Resources, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Anadarko Petroleum Corporation . . . . . . . . . . . . . . . Halliburton Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Energy Transfer Equity, L.P. . . . . . . . . . . . . . . . . . . . . Marathon Petroleum Corp. . . . . . . . . . . . . . . . . . . . . Noble Energy, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Concho Resources, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Western Gas Equity Partners LP . . . . . . . . . . . . . . . . Cabot Oil & Gas Corp. . . . . . . . . . . . . . . . . . . . . . . . . Antero Resources Corporation . . . . . . . . . . . . . . . . . Western Gas Partners, LP . . . . . . . . . . . . . . . . . . . . . Flowserve Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Helmerich & Payne, Inc. . . . . . . . . . . . . . . . . . . . . . . SunEdison, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Whiting Petroleum Corp. . . . . . . . . . . . . . . . . . . . . . . Newfield Exploration Co. . . . . . . . . . . . . . . . . . . . . . . Phillips 66 Partners LP . . . . . . . . . . . . . . . . . . . . . . . . Targa Resources Corp. . . . . . . . . . . . . . . . . . . . . . . . . . Shell Midstream Partners, L.P. . . . . . . . . . . . . . . . . . . Methanex Corporation . . . . . . . . . . . . . . . . . . . . . . . . TerraForm Power, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Core Laboratories N.V. . . . . . . . . . . . . . . . . . . . . . . . . Tesoro Logistics LP . . . . . . . . . . . . . . . . . . . . . . . . . . . Gulfport Energy Corp. . . . . . . . . . . . . . . . . . . . . . . . . SemGroup Corporation . . . . . . . . . . . . . . . . . . . . . . . SM Energy Co. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Superior Energy Services, Inc. . . . . . . . . . . . . . . . . . . Golar LNG Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 Equity Market Cap (in millions) $50,289 42,687 37,284 34,137 27,951 18,966 13,911 13,135 12,214 9,719 8,569 7,610 7,327 6,537 6,319 5,709 5,674 5,365 5,262 4,918 4,549 4,506 4,312 3,934 3,565 3,487 3,346 3,104 % of Net Assets 1.7% 1.9 3.1 2.0 1.7 1.8 4.2 0.9 2.4 0.7 0.8 0.8 1.5 3.2 0.5 3.6 1.3 3.0 1.7 1.2 2.1 1.2 0.8 2.9 2.5 3.4 2.5 1.3 Company Tallgrass Energy Partners, LP . . . . . . . . . . . . . . . . . . . Laredo Petroleum Inc. . . . . . . . . . . . . . . . . . . . . . . . . Valero Energy Partners LP . . . . . . . . . . . . . . . . . . . . . Columbia Pipeline Partners LP . . . . . . . . . . . . . . . . . Abengoa Yield plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dominion Midstream Partners, L.P. . . . . . . . . . . . . . Parsley Energy, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . RSP Permian, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oil States International, Inc. . . . . . . . . . . . . . . . . . . . Oasis Petroleum, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Forum Energy Technologies, Inc. . . . . . . . . . . . . . . . Rose Rock Midstream, L.P. . . . . . . . . . . . . . . . . . . . . . Scorpio Tankers Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Globe Specialty Metals, Inc. . . . . . . . . . . . . . . . . . . . Western Refining Logistics, LP . . . . . . . . . . . . . . . . . C & J Energy Services, Ltd. . . . . . . . . . . . . . . . . . . . . Bonanza Creek Energy, Inc. . . . . . . . . . . . . . . . . . . . . MRC Global, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Primoris Services Corp. . . . . . . . . . . . . . . . . . . . . . . . . Flotek Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . PBF Logistics LP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Westlake Chemical Partners LP . . . . . . . . . . . . . . . . RigNet, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tesco Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Atlas Energy Group, LLC . . . . . . . . . . . . . . . . . . . . . . Lekoil, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $3,046 2,789 2,787 2,787 2,702 2,655 2,252 2,098 2,043 1,980 1,762 1,748 1,622 1,395 1,358 1,310 1,217 1,213 887 805 746 726 505 443 156 127 % of Net Assets 2.5% 2.5 1.0 1.8 1.8 1.5 3.5 2.2 0.8 1.3 1.8 1.0 1.5 1.7 1.9 1.4 2.9 0.7 0.7 2.5 0.1 1.9 0.7 0.8 0.4 0.5 94.1% Baron Funds Baron Global Advantage Fund Baron Global Advantage Fund is a diversified fund that invests primarily in established and emerging markets companies located throughout the world, with capitalizations within the range of companies included in the MSCI ACWI Growth Index Net. Company Equity Market Cap (in millions) Google, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Facebook Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Alibaba Group Holding Ltd. . . . . . . . . . . . . . . . . . . . Amazon.com, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Baidu, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SoftBank Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Naspers Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Priceline Group, Inc. . . . . . . . . . . . . . . . . . . . . . . ASML Holding N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . Brookfield Asset Management, Inc. . . . . . . . . . . . . . ICICI Bank Limited . . . . . . . . . . . . . . . . . . . . . . . . . . . Illumina, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ARM Holdings plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . Axis Bank Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Check Point Software Technologies Ltd. . . . . . . . . . Grifols SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mobileye N.V. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ctrip.com International, Ltd. . . . . . . . . . . . . . . . . . . . Constellation Software, Inc. . . . . . . . . . . . . . . . . . . . Brookfield Infrastructure Partners L.P. . . . . . . . . . . . SunEdison, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Targa Resources Corp. . . . . . . . . . . . . . . . . . . . . . . . . . Shell Midstream Partners, L.P. . . . . . . . . . . . . . . . . . . $375,081 230,938 205,187 172,797 73,093 69,356 64,740 60,465 44,274 33,811 30,029 26,695 23,136 21,213 15,066 13,540 9,108 7,932 7,325 6,845 6,537 5,365 5,262 % of Net Assets 4.2% 4.6 3.4 6.3 2.6 1.9 2.2 2.7 1.6 1.3 1.7 3.8 1.4 1.0 1.4 1.9 0.9 1.1 2.5 1.8 4.8 1.7 1.3 Company Qunar Cayman Islands Ltd. . . . . . . . . . . . . . . . . . . . . TerraForm Power, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . JUST EAT plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tower Bersama Infrastructure Tbk PT . . . . . . . . . . . Pacira Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . . . . Sarana Menara Nusantara Tbk PT . . . . . . . . . . . . . . Tallgrass Energy Partners, LP . . . . . . . . . . . . . . . . . . . Columbia Pipeline Partners LP . . . . . . . . . . . . . . . . . Medidata Solutions, Inc. . . . . . . . . . . . . . . . . . . . . . . Cetip SA - Mercados Organizados . . . . . . . . . . . . . . TAL Education Group . . . . . . . . . . . . . . . . . . . . . . . . . Mellanox Technologies Ltd. . . . . . . . . . . . . . . . . . . . . Smiles SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Just Dial Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acxiom Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Seadrill Partners, LLC . . . . . . . . . . . . . . . . . . . . . . . . . Benefitfocus, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MakeMyTrip Limited . . . . . . . . . . . . . . . . . . . . . . . . . . Aerie Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . . . . . Westlake Chemical Partners LP . . . . . . . . . . . . . . . . Unilife Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . Atlas Energy Group, LLC . . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $4,905 4,549 3,677 3,476 3,220 3,137 3,046 2,787 2,707 2,623 2,620 2,072 1,942 1,491 1,429 1,079 1,047 915 754 726 517 156 % of Net Assets 2.4% 2.8 4.7 3.0 1.7 4.1 2.3 1.0 2.3 2.2 2.1 3.7 2.4 0.8 1.5 0.7 1.9 0.8 0.5 2.0 0.4 0.3 99.7% 79 Baron Funds Baron Discovery Fund Baron Discovery Fund invests in small sized growth companies with market capitalizations up to the weighted median market capitalization of the Russell 2000 Growth Index at reconstitution, or companies with market capitalizations up to $1.5 billion, whichever is larger. Company JUST EAT plc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Strategic Hotels & Resorts, Inc. . . . . . . . . . . . . . . . . Pacira Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . . . . Valero Energy Partners LP . . . . . . . . . . . . . . . . . . . . . DigitalGlobe, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mattress Firm Holding Corp. . . . . . . . . . . . . . . . . . . . Pinnacle Entertainment, Inc. . . . . . . . . . . . . . . . . . . . CaesarStone Sdot-Yam Ltd. . . . . . . . . . . . . . . . . . . . Esperion Therapeutics, Inc. . . . . . . . . . . . . . . . . . . . . INC Research Holdings, Inc. . . . . . . . . . . . . . . . . . . . Barracuda Networks, Inc. . . . . . . . . . . . . . . . . . . . . . . MA-COM Technology Solutions Holdings, Inc. . . . Envestnet, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . American Assets Trust, Inc. . . . . . . . . . . . . . . . . . . . . Trex Company, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . ExamWorks Group, Inc. . . . . . . . . . . . . . . . . . . . . . . . Tumi Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . Fiesta Restaurant Group, Inc. . . . . . . . . . . . . . . . . . . Coherent, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qualys, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . The Spectranetics Corporation . . . . . . . . . . . . . . . . . Foundation Medicine, Inc. . . . . . . . . . . . . . . . . . . . . . HealthEquity, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fidelity National Financial Inc. - FNFV Group . . . . ClubCorp Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . Benefitfocus, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TherapeuticsMD, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Coupons.com Incorporated . . . . . . . . . . . . . . . . . . . . The Container Store Group, Inc. . . . . . . . . . . . . . . . . 80 Equity Market Cap (in millions) $3,677 3,422 3,220 2,787 2,472 2,439 2,174 2,131 2,054 2,020 2,020 1,948 1,937 1,886 1,749 1,713 1,660 1,636 1,607 1,576 1,466 1,402 1,376 1,311 1,251 1,047 1,039 971 914 % of Net Assets 2.9% 2.9 1.4 1.2 3.1 1.7 2.0 2.6 2.4 1.9 2.1 1.3 2.0 0.8 0.5 2.9 0.5 2.3 1.6 2.0 3.6 4.1 1.8 2.2 1.2 1.4 1.5 0.9 0.5 Company Novadaq Technologies Inc. . . . . . . . . . . . . . . . . . . . . Genfit SA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rexford Industrial Realty, Inc. . . . . . . . . . . . . . . . . . . Flotek Industries, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Aerie Pharmaceuticals, Inc. . . . . . . . . . . . . . . . . . . . . Westlake Chemical Partners LP . . . . . . . . . . . . . . . . AAC Holings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unifi, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Zoe’s Kitchen, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Varonis Systems, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Boot Barn Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . Intersect ENT, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inogen, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mercury Systems, Inc. . . . . . . . . . . . . . . . . . . . . . . . . Unilife Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . Revance Therapeutics, Inc. . . . . . . . . . . . . . . . . . . . . . NN, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Del Frisco’s Restaurant Group, Inc. . . . . . . . . . . . . . Cerus Corporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chuy’s Holdings, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . The KEYW Holding Corp. . . . . . . . . . . . . . . . . . . . . . . BioScrip, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sientra, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amber Road, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Inventure Foods, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . Atlas Energy Group, LLC . . . . . . . . . . . . . . . . . . . . . . Barfresh Food Group, Inc. . . . . . . . . . . . . . . . . . . . . . Equity Market Cap (in millions) $907 886 875 805 754 726 666 656 642 635 615 607 596 531 517 496 476 472 397 370 309 304 286 241 219 156 47 % of Net Assets 1.0% 0.5 2.5 1.6 1.5 2.4 1.1 1.3 0.8 2.0 1.5 2.4 2.2 1.5 1.0 0.7 1.4 0.5 0.6 2.0 1.4 1.7 1.6 3.0 1.0 0.5 0.5 93.5% Baron Funds Baron Asset Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (98.63%) Common Stocks (continued) Consumer Discretionary (16.02%) Financials (continued) Apparel, Accessories & Luxury Goods (0.85%) 185,000 Ralph Lauren Corp. Office REITs (1.34%) 84,200 Alexander’s, Inc.4 $ 3,279,792 $ Automotive Retail (1.80%) 750,000 CarMax, Inc.1 14,772,082 Casinos & Gaming (0.88%) 200,000 Wynn Resorts Ltd. 0 Hotels, Resorts & Cruise Lines (3.90%) 800,000 Choice Hotels International, Inc. 1,025,000 Hyatt Hotels Corp., Cl A1 Internet Retail (1.38%) 34,000 The Priceline Group, Inc.1 Leisure Facilities (3.61%) 1,000,000 Vail Resorts, Inc. Specialty Stores (3.60%) 550,000 Dick’s Sporting Goods, Inc. 350,000 Tiffany & Co. 485,000 Tractor Supply Co. Total Consumer Discretionary 3,577,372 30,808,659 34,386,031 5,449,298 24,327,500 Food Distributors (0.74%) 275,000 United Natural Foods, Inc.1 Total Consumer Staples 80,080,000 25,176,000 Real Estate Services (2.70%) 2,000,000 CBRE Group, Inc., Cl A1 26,527,399 77,420,000 10,477,932 65,554,751 22,836,000 324,242,536 10,408,132 13,850,760 Health Care Distributors (1.71%) 350,000 Henry Schein, Inc.1 9,382,832 48,867,000 Health Care Equipment (4.39%) 815,000 IDEXX Laboratories, Inc.1 32,146,764 125,901,200 Health Care Facilities (1.54%) 375,000 Universal Health Services, Inc., Cl B 23,304,910 44,141,250 34,262,522 32,733,319 66,995,841 49,666,300 43,652,250 93,318,550 5,777,893 33,609,506 39,387,399 19,413,900 34,741,500 54,155,400 23,556,410 17,214,469 100,245,600 90,378,750 20,659,909 61,430,788 243,056,666 29,466,800 220,091,150 600,325,310 13,390,421 14,131,200 30,445,772 43,836,193 42,754,500 56,885,700 7,016,768 35,107,500 Human Resource & Employment Services (1.91%) 415,000 Towers Watson & Co., Cl A 46,333,570 54,856,775 Industrial Conglomerates (1.62%) 270,000 Roper Industries, Inc. 22,869,631 46,440,000 51,256,000 60,700,500 111,956,500 39,581,100 103,420,000 14,773,685 10,826,180 15,846,066 41,445,931 118,824,559 31,344,500 30,803,500 41,254,100 103,402,100 459,620,700 6,508,072 6,685,000 Oil & Gas Equipment & Services (0.39%) 108,000 Core Laboratories N.V.2 Oil & Gas Exploration & Production (1.01%) 249,500 Concho Resources, Inc.1 Oil & Gas Storage & Transportation (2.21%) 390,000 Phillips 66 Partners LP 650,000 Shell Midstream Partners, L.P. 174,934 Western Gas Equity Partners LP Total Energy 2,494,869 7,365,191 21,186,000 27,871,000 6,807,000 Investment Banking & Brokerage (2.76%) 2,600,000 The Charles Schwab Corp. Regional Banks (0.79%) 400,000 First Republic Bank Total Financials Health Care (20.93%) Biotechnology (0.48%) 84,000 Receptos, Inc.1 Health Care Supplies (3.25%) 265,000 The Cooper Companies, Inc. 725,000 West Pharmaceutical Services, Inc. Health Care Technology (1.89%) 265,000 Cerner Corp.1 1,150,000 Inovalon Holdings, Inc., CI A1 Life Sciences Tools & Services (7.67%) 540,000 Illumina, Inc.1 275,000 Mettler-Toledo International, Inc.1 440,000 Quintiles Transnational Holdings, Inc.1 11,284,920 Total Health Care Industrials (19.22%) 10,983,600 10,966,273 14,950,000 3,848,548 29,764,821 50,608,481 28,922,040 27,561,300 25,350,000 10,496,040 63,407,340 110,421,300 Financials (11.30%) Asset Management & Custody Banks (0.92%) 325,000 T. Rowe Price Group, Inc. 38,444,036 14,150,604 Energy (3.85%) Oil & Gas Drilling (0.24%) 100,000 Helmerich & Payne, Inc. 3,957,397 $ 51,757,500 19,491,425 14,611,786 21,119,858 $ Value Property & Casualty Insurance (2.79%) 1,300,000 Arch Capital Group Ltd.1,2 Consumer Staples (0.97%) Brewers (0.23%) 25,000 The Boston Beer Co., Inc., Cl A1 Cost 7,848,785 2,592,634 26,318,500 Construction Machinery & Heavy Trucks (1.98%) 115,000 WABCO Holdings, Inc.1 450,000 Westinghouse Air Brake Technologies Corporation Environmental & Facilities Services (1.23%) 250,000 Stericycle, Inc.1 79,144,000 81 Baron Funds Baron Asset Fund — PORTFOLIO HOLDINGS (Continued) March 31, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (continued) Common Stocks (continued) Industrials (continued) Telecommunication Services (3.00%) 635,000 450,000 450,000 390,000 Industrial Machinery (5.22%) Colfax Corp.1 IDEX Corp. The Middleby Corp.1 Pall Corp. Research & Consulting Services (5.34%) 1,275,000 Nielsen N.V.2 1,350,000 Verisk Analytics, Inc., Cl A1 Trading Companies & Distributors (1.92%) 1,175,000 Fastenal Co. 545,000 MRC Global, Inc.1 Total Industrials $ 19,376,285 $ 32,880,129 23,539,575 25,331,030 101,127,019 31,314,364 34,838,770 66,153,134 30,308,550 34,123,500 46,192,500 39,152,100 149,776,650 56,826,750 96,390,000 153,216,750 Cost Wireless Telecommunication Services (3.00%) 735,000 SBA Communications Corp., Cl A1 $ Value 21,480,602 $ 86,068,500 Utilities (1.21%) Renewable Electricity (1.21%) 333,334 TerraForm Power, Inc., Cl A3 616,980 TerraForm Power, Inc., Cl A Total Utilities TOTAL COMMON STOCKS 10,000,020 17,861,480 27,861,500 1,152,630,525 12,120,024 22,525,940 34,645,964 2,829,239,006 0 6,209,476 22,984,895 $1,175,615,420 22,984,895 2,858,433,377 Private Equity Investments (0.22%) 21,409,224 11,990,000 33,399,224 320,735,539 48,686,125 6,458,250 55,144,375 551,427,750 Financials (0.22%) 14,771,000 27,948,821 43,250,976 12,486,735 35,161,545 133,619,077 48,504,500 81,192,000 49,190,350 17,862,750 39,062,100 235,811,700 Principal Amount 21,892,482 90,552,000 Asset Management & Custody Banks (0.22%) 7,056,223 Windy City Investments Holdings, L.L.C.1,3,4 Information Technology (21.48%) 550,000 510,000 935,000 425,000 627,000 Application Software (8.22%) ANSYS, Inc.1 FactSet Research Systems, Inc. Guidewire Software, Inc.1 Mobileye N.V.1,2 SS&C Technologies Holdings, Inc. Data Processing & Outsourced Services (3.16%) 600,000 FleetCor Technologies, Inc.1 800,000 155,000 226,197 600,000 Internet Software & Services (4.13%) HomeAway, Inc.1 LinkedIn Corp., Cl A1 Shutterstock, Inc.1 Verisign, Inc.1 IT Consulting & Other Services (5.97%) 158,659 Equinix, Inc.4 1,600,000 Gartner, Inc.1 Total Information Technology 19,792,142 8,240,401 14,348,414 27,498,020 69,878,977 24,136,000 38,728,300 15,532,948 40,182,000 118,579,248 11,589,780 34,958,418 46,548,198 271,938,734 36,943,748 134,160,000 171,103,748 616,046,696 Short Term Investments (0.80%) $22,984,895 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $22,984,895; (Fully collateralized by $23,420,000 U.S. Treasury Note, 1.75% due 3/31/2022; Market value - $23,449,275) TOTAL INVESTMENTS (99.65%) CASH AND OTHER ASSETS LESS LIABILITIES (0.35%) NET ASSETS 9,936,696 $2,868,370,073 RETAIL SHARES (Equivalent to $65.95 per share based on 31,753,258 shares outstanding) $2,094,000,274 INSTITUTIONAL SHARES (Equivalent to $67.27 per share based on 11,510,989 shares outstanding) $ 774,369,799 % 1 Materials (0.65%) Industrial Gases (0.65%) 175,000 Airgas, Inc. 2 3 11,449,835 18,569,250 4 82 Represents percentage of net assets. Non-income producing securities. Foreign corporation. At March 31, 2015, the market value of restricted and fair valued securities amounted to $18,329,500 or 0.64% of net assets. $12,120,024 or 0.42% of net assets are deemed liquid. The Adviser has reclassified/classified certain securities in or out of this subindustry. Such reclassifications/classifications are not supported by S&P or MSCI. Baron Funds Baron Growth Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (98.39%) Common Stocks (continued) Consumer Discretionary (23.58%) Consumer Staples (continued) Apparel, Accessories & Luxury Goods (3.76%) 3,850,000 Under Armour, Inc., Cl A1 Food Distributors (2.13%) 2,290,237 United Natural Foods, Inc.1 $ Automotive Retail (0.47%) 750,000 Penske Automotive Group, Inc. Casinos & Gaming (1.82%) 3,870,620 Penn National Gaming, Inc.1 2,502,267 Pinnacle Entertainment, Inc.1 Distributors (0.62%) 2,000,000 LKQ Corp.1 Education Services (2.04%) 2,257,170 Bright Horizons Family Solutions, Inc.1 2,350,000 Nord Anglia Education, Inc.1,2 3,007,500 271,739 Hotels, Resorts & Cruise Lines (4.69%) Choice Hotels International, Inc.4 Diamond Resorts International, Inc.1 Interval Leisure Group, Inc. Marriott Vacations Worldwide Corp. 30,351,345 $ 310,887,500 13,032,059 38,617,500 33,038,240 39,163,343 60,613,909 90,306,816 72,201,583 150,920,725 11,441,173 51,120,000 135,535,661 93,213,297 16,618,824 59,870,980 17,908,000 213,541,616 15,542,103 19,384,713 92,031,907 250,834,329 16,294,480 15,317,200 Movies & Entertainment (1.04%) 5,422,299 Manchester United plc, Cl A1,2 76,721,822 86,268,777 Publishing (1.06%) 1,175,000 Morningstar, Inc. 25,213,450 88,019,250 15,602,751 71,997,750 9,427,096 67,565,602 9,118,454 227,960,000 76,992,698 237,078,454 889,508,894 1,951,848,217 Leisure Products (0.19%) 800,000 BRP, Inc. (Canada)1,2 Restaurants (0.87%) 450,000 Panera Bread Co., Cl A1 Specialty Stores (2.86%) 478,659 The Container Store Group, Inc.1 4,000,000 Dick’s Sporting Goods, Inc. Total Consumer Discretionary Consumer Staples (6.68%) Brewers (0.65%) 201,400 The Boston Beer Co., Inc., Cl A1 29,104,380 53,854,360 Drug Retail (0.38%) 924,763 Diplomat Pharmacy, Inc.1 27,474,161 31,978,305 8,771,720 9,849,594 27,340,827 128,130,000 153,036,000 Oil & Gas Drilling (0.35%) 420,000 Helmerich & Payne, Inc. 9,112,260 28,589,400 6,459,994 29,779,650 Energy (1.75%) 192,690,525 388,456,329 176,439,858 553,288,117 Oil & Gas Storage & Transportation (1.04%) 900,000 Targa Resources Corp. 204,937,314 98,857,949 $ 85,049,691 169,117,106 117,522,500 Value 276,598,728 Total Consumer Staples 119,152,651 78,402,845 Leisure Facilities (3.03%) 925,000 ClubCorp Holdings, Inc. 2,064,800 Vail Resorts, Inc.4 1,358,700 Whistler Blackcomb Holdings, Inc. (Canada)2 Packaged Foods & Meats (1.85%) 1,800,000 TreeHouse Foods, Inc.1 Oil & Gas Equipment & Services (0.36%) 285,000 Core Laboratories N.V.2 9,084,235 69,159,069 Internet Retail (1.13%) 34,300,000 AO World plc (United Kingdom)1,2,4 Household Products (1.55%) 1,500,000 Church & Dwight Co., Inc. 115,725,106 53,392,000 3,804,346 49,668,667 2,638,652 1,450,000 Food Retail (0.12%) 559,636 Smart & Final Stores, Inc.1 74,787,601 44,365,050 73,061,456 $ Cost 24,720,322 86,211,000 40,292,576 144,580,050 46,651,360 57,433,262 66,477,436 64,458,848 56,910,000 89,066,250 96,326,877 73,883,874 235,020,906 316,187,001 13,782,555 30,815,360 Hotel & Resort REITs (0.77%) 1,650,000 LaSalle Hotel Properties 38,657,293 64,119,000 Life & Health Insurance (1.66%) 2,700,000 Primerica, Inc.4 65,591,464 137,430,000 Office REITs (1.97%) 135,000 Alexander’s, Inc.5 3,400,000 Douglas Emmett, Inc. 28,435,048 42,596,064 61,638,300 101,354,000 71,031,112 162,992,300 38,581,866 243,320,000 Residential REITs (0.31%) 600,000 American Campus Communities, Inc. 15,009,212 25,722,000 Specialized Finance (1.59%) 2,150,000 MSCI, Inc. 42,521,078 131,816,500 29,095,131 75,981,000 89,454,329 128,900,248 Total Energy Financials (15.91%) 2,100,000 2,175,000 2,302,818 1,430,195 Asset Management & Custody Banks (3.82%) The Carlyle Group Cohen & Steers, Inc. Financial Engines, Inc. Oaktree Capital Group, LLC Diversified REITs (0.37%) 712,000 American Assets Trust, Inc. Property & Casualty Insurance (2.94%) 3,950,000 Arch Capital Group Ltd.1,2 Specialized REITs (2.48%) 775,000 Alexandria Real Estate Equities, Inc.5 3,496,074 Gaming and Leisure Properties, Inc. Total Financials 118,549,460 204,881,248 638,744,946 1,317,283,409 83 Baron Funds Baron Growth Fund — PORTFOLIO HOLDINGS (Continued) March 31, 2015 (Unaudited) Shares Cost Value Shares Cost Common Stocks (continued) Common Stocks (continued) Health Care (9.31%) Industrials (continued) Biotechnology (0.53%) 575,000 Acadia Pharmaceuticals, Inc.1 525,000 Foundation Medicine, Inc.1 $ Health Care Equipment (2.19%) 300,000 Edwards Lifesciences Corp.1 900,000 IDEXX Laboratories, Inc.1 Health Care Facilities (2.18%) 275,000 Brookdale Senior Living, Inc.1 3,250,000 Community Health Systems, Inc.1 Health Care Services (0.10%) 170,000 IPC Healthcare, Inc. (formerly, IPC The Hospitalist Co., Inc.)1 Health Care Supplies (0.99%) 365,038 Neogen Corp.1 1,077,686 West Pharmaceutical Services, Inc. Health Care Technology (0.07%) 200,000 Inovalon Holdings, Inc., CI A1 Life Sciences Tools & Services (3.25%) 880,943 Bio-Techne Corporation 550,000 Mettler-Toledo International, Inc.1 Total Health Care 18,739,250 25,257,750 40,074,902 43,997,000 4,002,410 28,558,026 42,738,000 139,032,000 32,560,436 181,770,000 5,469,421 10,384,000 59,187,483 169,910,000 Total Industrials 64,656,904 180,294,000 Information Technology (20.96%) 3,899,438 7,928,800 8,075,677 17,058,226 37,684,652 64,887,474 45,760,329 81,945,700 6,102,922 6,042,000 46,631,249 27,486,940 88,349,773 180,757,500 74,118,189 269,107,273 267,173,120 771,084,773 Industrials (16.35%) Building Products (3.54%) 1,725,000 CaesarStone Sdot Yam Ltd.1,2 1,448,500 Masonite International Corp.1,2 1,670,000 Trex Company, Inc.1,4 Construction & Engineering (0.48%) 1,850,000 Badger Daylighting Ltd. (Canada)2 Diversified Support Services (1.23%) 2,700,000 Copart, Inc.1 84 31,551,799 80,959,738 62,696,594 104,724,750 97,426,110 91,065,100 175,208,131 293,215,960 58,732,816 39,496,269 32,090,834 $ Trading Companies & Distributors (1.33%) 2,000,000 Air Lease Corp. 485,000 MSC Industrial Direct Co., Inc., Cl A Trucking (0.38%) 475,000 Landstar System, Inc. 2,000,000 1,850,000 800,000 1,600,000 1,173,796 2,309,838 3,087,713 Application Software (10.05%) Advent Software, Inc. ANSYS, Inc.1 Bottomline Technologies (de), Inc.1 FactSet Research Systems, Inc. Guidewire Software, Inc.1 Pegasystems, Inc. SS&C Technologies Holdings, Inc. Data Processing & Outsourced Services (2.42%) 3,000,000 MAXIMUS, Inc. Electronic Equipment & Instruments (0.60%) 650,000 FEI Company Internet Software & Services (3.70%) 2,309,223 Benefitfocus, Inc.1,4 999,653 CoStar Group, Inc.1 341,096 Shutterstock, Inc.1 IT Consulting & Other Services (4.19%) 3,800,000 Booz Allen Hamilton Holding Corp. 2,825,000 Gartner, Inc.1 Total Information Technology 10,136,469 $ 28,440,000 47,523,423 75,480,000 17,282,737 35,017,000 64,806,160 110,497,000 11,073,375 31,492,500 557,574,518 1,353,287,979 27,793,289 44,326,673 21,533,616 80,624,740 37,834,851 34,773,982 88,220,000 163,151,500 21,896,000 254,720,000 61,753,408 50,238,976 52,369,848 192,364,520 299,256,999 832,344,404 57,528,621 200,280,000 24,367,636 49,621,000 86,028,591 44,116,616 22,641,080 84,956,314 197,761,353 23,423,063 152,786,287 306,140,730 48,057,122 45,240,023 109,972,000 236,876,250 93,297,145 346,848,250 627,236,688 1,735,234,384 45,709,971 72,761,273 101,439,000 Telecommunication Services (0.88%) Electrical Components & Equipment (1.65%) 2,800,000 Generac Holdings, Inc.1 13,836,546 136,332,000 Industrial Machinery (5.07%) 2,275,000 Colfax Corp.1 2,550,000 The Middleby Corp.1 400,000 Valmont Industries, Inc. 52,423,266 74,456,718 32,589,034 108,585,750 261,757,500 49,152,000 159,469,018 419,495,250 32,221,169 192,880,000 Railroads (2.33%) 2,000,000 Genesee & Wyoming, Inc., Cl A1 Research & Consulting Services (0.34%) 250,000 IHS, Inc., Cl A1 14,591,763 $ 25,483,139 Value Alternative Carriers (0.88%) 7,493,437 Iridium Communications, Inc.1,4 Utilities (2.97%) Electric Utilities (2.97%) 6,575,000 ITC Holdings Corp. TOTAL COMMON STOCKS 67,008,983 246,102,250 3,409,848,424 8,145,470,452 Baron Funds Baron Growth Fund — PORTFOLIO HOLDINGS (Continued) March 31, 2015 (Unaudited) Shares Cost Value Principal Amount Cost Value Preferred Stocks (0.18%) Short Term Investments (1.34%) Telecommunication Services (0.18%) $111,009,043 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $111,009,043; (Fully collateralized by $113,090,000 U.S. Treasury Note, 1.75% due 3/31/2022; Market value - $113,231,363) $ 111,009,043 $ 111,009,043 Alternative Carriers (0.18%) 41,074 Iridium Communications, $ Inc., Series B, 6.75%4 10,268,500 $ 14,603,861 Private Equity Investments (0.03%) Financials (0.03%) Asset Management & Custody Banks (0.03%) 2,375,173 Windy City Investments Holdings, L.L.C.1,3,5 TOTAL INVESTMENTS (99.94%) CASH AND OTHER ASSETS LESS LIABILITIES (0.06%) 0 2,090,153 Rights (0.00%) Materials (0.00%) Fertilizers & Agricultural Chemicals (0.00%) 393,349 Agrinos AS (Mexico) Exp 7/15/20151,2,3 0 41,504 $3,531,125,967 8,273,215,013 5,215,649 NET ASSETS $8,278,430,662 RETAIL SHARES (Equivalent to $75.65 per share based on 55,771,481 shares outstanding) $4,219,164,112 INSTITUTIONAL SHARES (Equivalent to $76.72 per share based on 52,909,504 shares outstanding) $4,059,266,550 % 1 2 3 4 5 Represents percentage of net assets. Non-income producing securities. Foreign corporation. At March 31, 2015, the market value of restricted and fair valued securities amounted to $2,131,657 or 0.03% of net assets. None of these securities are deemed liquid. An “Affiliated” investment may include any company in which the Fund owns 5% or more of its outstanding shares. The Adviser has reclassified/classified certain securities in or out of this subindustry. Such reclassifications/classifications are not supported by S&P or MSCI. 85 Baron Funds Baron Small Cap Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (98.80%) Common Stocks (continued) Consumer Discretionary (16.18%) Energy (6.27%) Advertising (0.14%) 500,000 National CineMedia, Inc. $ Apparel, Accessories & Luxury Goods (2.66%) 425,000 Fossil Group, Inc.1 2,000,000 Iconix Brand Group, Inc.1 1,800,000 Tumi Holdings, Inc.1 Automotive Retail (0.53%) 450,000 Monro Muffler Brake, Inc. Broadcasting (1.12%) 400,000 Liberty Media Corp., Cl A1 1,200,000 Liberty Media Corp., Cl C1 Cable & Satellite (0.46%) 150,000 Liberty Broadband Corp., Cl A1 300,000 Liberty Broadband Corp., Cl C1 Casinos & Gaming (0.86%) 3,000,000 Penn National Gaming, Inc.1 Education Services (3.28%) 2,347,847 Bright Horizons Family Solutions, Inc.1 2,625,300 Nord Anglia Education, Inc.1,2 Home Improvement Retail (0.22%) 400,000 Lumber Liquidators Holdings, Inc.1 Homefurnishing Retail (1.77%) 1,400,000 Mattress Firm Holding Corp.1 Movies & Entertainment (1.82%) 1,000,000 The Madison Square Garden Co., Cl A1 3,750,000 SFX Entertainment, Inc.1 Restaurants (2.69%) 950,000 BJ’s Restaurants, Inc.1 1,100,000 The Cheesecake Factory, Inc. 2,250,000 Del Frisco’s Restaurant Group, Inc.1,4 Specialty Stores (0.63%) 1,826,978 The Container Store Group, Inc.1 Total Consumer Discretionary 4,676,259 $ 7,550,000 8,545,247 29,279,689 35,164,871 35,041,250 67,340,000 44,028,000 72,989,807 146,409,250 23,776,386 29,272,500 1,166,055 3,543,461 15,420,000 45,840,000 4,709,516 61,260,000 621,054 1,184,602 8,472,000 16,980,000 1,805,656 25,452,000 17,926,778 46,980,000 80,059,684 45,918,256 120,374,116 59,646,816 125,977,940 180,020,932 7,633,393 35,360,733 12,312,000 97,496,000 25,000,417 26,066,093 84,650,000 15,337,500 51,066,510 99,987,500 34,185,457 22,660,571 47,927,500 54,263,000 46,652,836 45,337,500 103,498,864 147,528,000 56,982,232 34,803,931 506,404,074 889,072,113 Food Retail (0.15%) 1,250,000 Fairway Group Holdings Corp.1 Total Consumer Staples 86 $ Value 9,239,508 $ 26,122,500 15,934,618 15,680,000 25,174,126 41,802,500 17,592,985 13,563,000 14,299,024 10,628,771 20,465,744 19,469,513 42,287,906 17,965,719 28,748,548 17,041,593 16,614,000 20,755,000 18,208,000 49,469,000 47,100,000 71,842,500 43,560,000 21,772,500 170,906,818 289,321,000 213,673,929 344,686,500 28,955,338 48,440,910 34,095,000 89,934,500 77,396,248 124,029,500 21,068,223 28,316,573 42,287,500 48,575,000 49,384,796 90,862,500 Investment Banking & Brokerage (0.69%) 1,250,000 Moelis & Co., Cl A 35,022,101 37,650,000 Office REITs (0.58%) 250,000 SL Green Realty Corp. 5,347,806 32,095,000 5,154,322 42,581,000 54,474,530 101,392,500 Oil & Gas Exploration & Production (0.25%) 550,000 Bonanza Creek Energy, Inc.1 600,000 500,000 800,000 700,000 5,000,000 750,000 900,000 750,000 Oil & Gas Storage & Transportation (5.26%) Columbia Pipeline Partners LP1 Dominion Midstream Partners, L.P. PBF Logistics LP Phillips 66 Partners LP Scorpio Tankers Inc.2 Targa Resources Corp. Valero Energy Partners LP Western Refining Logistics, LP Total Energy Financials (8.44%) Asset Management & Custody Banks (2.26%) 750,000 Artisan Partners Asset Management, Inc., Cl A 2,150,000 Financial Engines, Inc. Hotel & Resort REITs (1.65%) 1,250,000 Chesapeake Lodging Trust 1,250,000 LaSalle Hotel Properties Real Estate Services (0.77%) 1,100,000 CBRE Group, Inc., Cl A1 Specialized REITs (1.85%) 2,750,000 Gaming and Leisure Properties, Inc. Thrifts & Mortgage Finance (0.64%) 1,480,950 Essent Group, Ltd.1,2 Total Financials 30,375,123 35,409,514 257,154,926 464,020,014 16,694,355 24,504,440 25,067,500 42,675,000 41,198,795 67,742,500 29,626,774 17,100,776 21,699,129 33,250,000 77,925,000 103,644,031 68,426,679 214,819,031 Health Care (14.16%) Consumer Staples (3.58%) Drug Retail (0.54%) 850,000 Diplomat Pharmacy, Inc.1 Food Distributors (2.89%) 2,093,960 The Chefs’ Warehouse, Inc.1,4 1,450,000 United Natural Foods, Inc.1 Oil & Gas Equipment & Services (0.76%) 250,000 Core Laboratories N.V.2 800,000 Forum Energy Technologies, Inc.1 Cost 25,099,444 29,393,000 33,488,530 62,683,145 46,967,523 111,708,000 96,171,675 158,675,523 16,404,046 8,462,500 137,675,165 196,531,023 Biotechnology (1.23%) 250,000 Auspex Pharmaceuticals, Inc.1 750,000 Cepheid1 Health Care Equipment (3.91%) 700,000 Cantel Medical Corp. 1,250,000 DexCom, Inc.1 670,922 IDEXX Laboratories, Inc.1 Baron Funds Baron Small Cap Fund — PORTFOLIO HOLDINGS (Continued) March 31, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (continued) Common Stocks (continued) Health Care (continued) Information Technology (20.57%) Health Care Facilities (2.40%) 3,497,500 Brookdale Senior Living, Inc.1 $ Health Care Services (0.46%) 600,000 ExamWorks Group, Inc.1 Health Care Supplies (0.38%) 600,000 The Spectranetics Corporation1 1,350,000 675,372 250,000 965,200 Life Sciences Tools & Services (4.14%) ICON plc1,2 INC Research Holdings, Inc., Cl A1 Mettler-Toledo International, Inc.1 PRA Health Sciences, Inc.1 65,756,572 $ 22,136,386 20,955,560 132,065,600 24,972,000 95,215,500 22,104,925 82,162,500 27,836,368 88,171,838 227,319,293 Managed Health Care (0.59%) 1,304,271 HealthEquity, Inc.1 22,938,140 32,593,732 Pharmaceuticals (1.05%) 1,850,000 Catalent, Inc.1 45,616,818 57,627,500 375,200,788 777,995,656 Industrials (17.54%) Aerospace & Defense (5.25%) 2,400,000 DigitalGlobe, Inc.1 1,881,863 The KEYW Holding Corp.1,4 875,000 TransDigm Group, Inc.1 70,905,306 19,864,378 0 81,768,000 15,487,732 191,380,000 90,769,684 288,635,732 Diversified Support Services (0.41%) 700,000 Healthcare Services Group, Inc. 21,356,511 22,491,000 Electrical Components & Equipment (2.77%) 825,000 Acuity Brands, Inc. 350,000 Franklin Electric Co., Inc. 44,094,137 13,080,427 138,732,000 13,349,000 57,174,564 152,081,000 26,906,827 44,418,371 59,619,000 120,350,000 71,325,198 179,969,000 Environmental & Facilities Services (3.28%) 1,050,000 Clean Harbors, Inc.1 2,500,000 Waste Connections, Inc. Human Resource & Employment Services (1.40%) 2,000,000 On Assignment, Inc.1 350,000 684,082 350,000 1,500,000 Industrial Machinery (2.65%) Graco, Inc. Nordson Corp. RBC Bearings, Inc.1 Rexnord Corp.1 Office Services & Supplies (0.38%) 1,000,000 Interface, Inc. Railroads (1.40%) 800,000 Genesee & Wyoming, Inc., Cl A1 Total Industrials Application Software (6.59%) ACI Worldwide, Inc.1 $ Advent Software, Inc. Guidewire Software, Inc.1 The Ultimate Software Group, Inc.1 Value 42,795,006 $ 28,707,573 40,880,643 75,810,000 88,220,000 78,915,000 17,611,027 118,968,500 129,994,249 361,913,500 18,319,250 35,700,494 113,190,000 75,152,000 54,019,744 188,342,000 Electronic Components (0.44%) 1,250,000 Knowles Corp.1 34,587,744 24,087,500 Electronic Equipment & Instruments (2.44%) 1,400,000 Cognex Corp.1 850,000 FEI Company 22,631,628 33,259,652 69,426,000 64,889,000 55,891,280 134,315,000 16,111,094 7,800,000 41,500,997 25,600,000 13,617,000 52,797,500 65,412,091 92,014,500 28,143,704 20,292,435 36,351,618 23,112,500 81,497,500 167,700,000 84,787,757 272,310,000 51,687,216 36,087,000 20,075,413 20,875,000 496,455,494 1,129,944,500 Commodity Chemicals (0.37%) 750,000 Westlake Chemical Partners LP 20,498,030 20,115,000 Construction Materials (0.50%) 1,250,000 Summit Materials, Inc., Cl A1 23,129,740 27,687,500 54,964,615 85,140,000 75,853,854 162,855,000 20,856,000 43,388,030 12,681,467 14,245,818 17,856,523 Total Health Care 3,500,000 2,000,000 1,500,000 700,000 Cost Data Processing & Outsourced Services (3.43%) 750,000 FleetCor Technologies, Inc.1 700,000 WEX Inc.1 Internet Software & Services (1.67%) 500,000 comScore, Inc.1 300,000 GrubHub, Inc.1 1,750,000 HomeAway, Inc.1 IT Consulting & Other Services (4.96%) 1,250,000 Acxiom Corp.1 350,000 Equinix, Inc. 5 2,000,000 Gartner, Inc.1 Systems Software (0.66%) 2,300,000 Rally Software Development Corp.1,4 Technology Hardware, Storage & Peripherals (0.38%) 500,000 Electronics For Imaging, Inc.1 Total Information Technology Materials (7.04%) 50,117,846 76,740,000 7,828,497 20,666,134 22,431,698 26,737,428 25,256,000 53,590,984 26,789,000 40,035,000 77,663,757 145,670,984 13,433,618 20,780,000 21,723,581 77,152,000 403,564,759 963,519,716 Diversified Metals & Mining (1.55%) 4,500,000 Globe Specialty Metals, Inc.4 Metal & Glass Containers (2.96%) 4,500,000 Berry Plastics Group, Inc.1 87 Baron Funds Baron Small Cap Fund — PORTFOLIO HOLDINGS (Continued) March 31, 2015 (Unaudited) Shares Cost Value Principal Amount Common Stocks (continued) Steel (0.12%) 300,000 SunCoke Energy Partners LP Total Materials 43,328,996 $ 33,165,000 32,710,834 51,320,000 76,039,830 84,485,000 6,563,612 6,387,000 257,049,681 386,669,500 Telecommunication Services (4.35%) Wireless Telecommunication Services (4.35%) 148,323,290 Sarana Menara Nusantara Tbk PT (Indonesia)1,2 1,650,000 SBA Communications Corp., Cl A1 Total Telecommunication Services 30,976,387 7,557,006 38,533,393 45,603,031 193,215,000 238,818,031 Utilities (0.67%) Electric Utilities (0.46%) 675,000 ITC Holdings Corp. Renewable Electricity (0.21%) 350,000 Abengoa Yield plc 2 Total Utilities TOTAL COMMON STOCKS $75,316,477 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $75,316,477; (Fully collateralized by $76,730,000 U.S. Treasury Note, 1.75% due 3/31/2022; Market value - $76,825,913) $ 9,427,959 25,265,250 10,150,000 11,823,000 19,577,959 37,088,250 2,705,290,168 5,428,345,303 TOTAL INVESTMENTS (100.17%) LIABILITIES LESS CASH AND OTHER ASSETS (-0.17%) Information Technology (0.00%) 88 0 0 75,316,477 5,503,661,780 (9,571,677) $5,494,090,103 RETAIL SHARES (Equivalent to $35.19 per share based on 92,425,497 shares outstanding) $3,252,356,054 INSTITUTIONAL SHARES (Equivalent to $35.77 per share based on 62,662,313 shares outstanding) $2,241,734,049 % 1 2 Warrants (0.00%) 75,316,477 $ $2,780,606,645 NET ASSETS 3 4 5 Internet Software & Services (0.00%) 6,818 Viggle, Inc. Warrants, Non-Callable Exp 4/27/20151,3 Value Short Term Investments (1.37%) Materials (continued) Specialty Chemicals (1.54%) 2,250,000 Flotek Industries, Inc.1 $ 2,000,000 Platform Specialty Products Corp.1 Cost Represents percentage of net assets. Non-income producing securities. Foreign corporation. At March 31, 2015, the market value of restricted and fair valued securities amounted to $0 or 0.00% of net assets. This security is not deemed liquid. An “Affiliated” investment may include any company in which the Fund owns 5% or more of its outstanding shares. The Adviser has reclassified/classified certain securities in or out of this subindustry. Such reclassifications/classifications are not supported by S&P or MSCI. Baron Funds Baron Opportunity Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Shares Cost Common Stocks (99.70%) Common Stocks (continued) Consumer Discretionary (17.86%) Health Care (continued) Apparel, Accessories & Luxury Goods (1.04%) 50,000 Under Armour, Inc., Cl A1 Managed Health Care (1.02%) 157,454 HealthEquity, Inc.1 $ 1,253,818 Automobile Manufacturers (2.27%) 46,500 Tesla Motors Inc.1 9,832,821 8,777,805 4,128,942 10,894,609 Automotive Retail (2.82%) 157,870 CarMax, Inc.1 Homefurnishing Retail (1.45%) 56,500 Restoration Hardware Holdings, Inc.1 17,900 1,433,560 184,000 20,500 5,676 Internet Retail (8.16%) Amazon.com, Inc.1 AO World plc (United Kingdom)1,2 Liberty TripAdvisor Holdings, Inc., Cl A1 Netflix, Inc.1 The Priceline Group, Inc.1 Movies & Entertainment (2.12%) 513,740 Manchester United plc, Cl A1,2 Total Consumer Discretionary $ 4,037,500 3,345,648 5,604,235 5,744,617 6,653,971 6,660,590 3,895,827 5,635,805 5,810,107 908,996 5,849,360 8,542,145 6,607,715 24,753,496 31,555,637 8,574,757 8,173,603 51,889,482 69,043,389 Oil & Gas Exploration & Production (2.68%) 89,250 Concho Resources, Inc.1 8,869,279 10,345,860 Oil & Gas Storage & Transportation (1.02%) 118,700 Golar LNG Ltd.2 3,885,338 3,950,336 12,754,617 14,296,196 Financials (0.89%) Investment Banking & Brokerage (0.89%) 112,500 The Charles Schwab Corp. 3,373,445 Health Care Supplies (1.71%) 138,000 The Spectranetics Corporation1 450,000 Unilife Corp.1 Health Care Technology (3.33%) 44,500 athenahealth, Inc.1 62,000 Inovalon Holdings, Inc., CI A1 116,500 Medidata Solutions, Inc.1 Life Sciences Tools & Services (3.00%) 62,415 Illumina, Inc.1 3,396,401 3,795,220 $ 3,934,775 3,478,740 4,900,078 7,191,621 8,378,818 39,907,003 53,375,149 6,254,678 7,496,967 Building Products (1.37%) 87,069 CaesarStone Sdot-Yam Ltd.1,2 2,013,981 5,285,959 Industrial Machinery (1.30%) 49,200 The Middleby Corp.1 2,386,656 5,050,380 Total Health Care 2,994,372 3,053,257 1,941,132 2,772,800 5,229,110 1,972,510 7,988,761 9,974,420 3,957,532 1,715,674 4,796,880 1,804,500 5,673,206 6,601,380 6,074,243 1,716,596 5,750,177 5,312,855 1,873,020 5,713,160 13,541,016 12,899,035 2,610,825 Aerospace & Defense (1.94%) 220,046 DigitalGlobe, Inc.1 Research & Consulting Services (2.99%) 161,800 Verisk Analytics, Inc., Cl A1 Total Industrials 11,586,721 7,642,449 11,552,520 18,297,764 29,385,826 3,705,083 11,033,689 3,593,317 5,921,361 5,080,472 10,648,943 19,255,260 3,530,520 6,480,570 5,317,830 29,333,922 45,233,123 3,954,156 3,830,681 4,146,720 4,079,680 7,784,837 8,226,400 7,034,916 13,755,816 4,087,879 8,126,822 4,819,149 3,888,165 3,957,496 7,315,368 4,448,809 6,988,497 11,118,453 13,452,440 9,824,692 5,633,403 5,872,603 5,546,892 11,295,666 5,704,112 Information Technology (51.04%) 120,750 366,000 84,000 97,000 63,000 Application Software (11.70%) ANSYS, Inc.1 Guidewire Software, Inc.1 Mobileye N.V.1,2 salesforce.com, Inc.1 Workday, Inc., Cl A1 Data Processing & Outsourced Services (2.13%) 48,000 MasterCard, Inc., Cl A 38,000 WEX, Inc.1 3,424,500 Health Care (13.81%) Biotechnology (2.58%) 16,000 Alexion Pharmaceuticals, Inc.1 91,900 Cepheid1 41,000 Foundation Medicine, Inc.1 2,901,574 Industrials (7.60%) Energy (3.70%) Total Energy Pharmaceuticals (2.17%) 111,000 Aerie Pharmaceuticals, Inc.1 55,150 Pacira Pharmaceuticals, Inc.1 $ Value 83,956 302,214 68,000 119,500 186,722 908,000 22,200 164,492 113,900 56,000 Internet Software & Services (20.97%) Alibaba Group Holding Ltd., ADR1,2 Benefitfocus, Inc.1 CoStar Group, Inc.1 Facebook Inc., Cl A1 HomeAway, Inc.1 JUST EAT plc (United Kingdom)1,2 LinkedIn Corp., Cl A1 Shutterstock, Inc.1 Twitter, Inc.1 Zillow Group, Inc., Cl A (formerly, Zillow, Inc., Cl A)1 IT Consulting & Other Services (8.56%) 351,000 Acxiom Corp.1 47,534 Equinix, Inc.4 185,144 Gartner, Inc.1 Semiconductor Equipment (1.99%) 321,000 SunEdison, Inc.1 4,642,221 5,616,800 62,076,641 81,053,558 5,576,885 1,337,269 2,841,915 6,489,990 11,068,292 15,524,324 9,756,069 33,082,606 6,243,317 7,704,000 89 Baron Funds Baron Opportunity Fund — PORTFOLIO HOLDINGS (Continued) March 31, 2015 (Unaudited) Shares Cost Value Common Stocks (continued) Principal Amount Systems Software (4.25%) 128,500 FireEye, Inc.1 150,400 Red Hat, Inc.1 Total Information Technology $ 5,010,112 4,688,963 7,366,587 $ $981,506 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $981,506; (Fully collateralized by $1,000,000 U.S. Treasury Note, 1.75% due 3/31/2022; Market value - $1,001,250) 5,540,548 5,043,625 11,392,800 12,055,550 16,436,425 132,260,448 197,276,660 6,917,811 3,825,030 Telecommunication Services (2.52%) Wireless Telecommunication Services (2.52%) 83,300 SBA Communications Corp., Cl A1 555,914 9,754,430 Utilities (1.29%) Renewable Electricity (1.29%) 37,000 TerraForm Power, Inc., Cl A 99,833 TerraForm Power, Inc., Cl A3 Total Utilities TOTAL COMMON STOCKS TOTAL INVESTMENTS (99.95%) CASH AND OTHER ASSETS LESS LIABILITIES (0.05%) Materials (0.99%) Specialty Chemicals (0.99%) 259,500 Flotek Industries, Inc.1 1,160,706 2,994,990 1,350,870 3,629,928 4,155,696 4,980,798 270,112,180 385,361,978 $ 981,506 $271,093,686 $ 981,506 386,343,484 198,438 NET ASSETS $386,541,922 RETAIL SHARES (Equivalent to $18.96 per share based on 14,806,077 shares outstanding) $280,701,726 INSTITUTIONAL SHARES (Equivalent to $19.29 per share based on 5,486,283 shares outstanding) $105,840,196 % 1 2 3 4 ADR 90 Value Short Term Investments (0.25%) Information Technology (continued) Semiconductors (1.44%) 122,200 Mellanox Technologies Ltd.1,2 Cost Represents percentage of net assets. Non-income producing securities. Foreign corporation. At March 31, 2015, the market value of restricted and fair valued securities amounted to $3,629,928 or 0.94% of net assets. This security is deemed liquid. The Adviser has reclassified/classified certain securities in or out of this subindustry. Such reclassifications/classifications are not supported by S&P or MSCI. American Depositary Receipt. Baron Funds Baron Partners Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (114.47%) Common Stocks (continued) Consumer Discretionary (37.15%) Information Technology (23.03%) Apparel, Accessories & Luxury Goods (0.10%) 25,000 Under Armour, Inc., Cl A1 $ 1,909,317 $ 2,018,750 Automobile Manufacturers (7.70%) 825,000 Tesla Motors Inc.1 177,823,619 155,735,250 Automotive Retail (6.82%) 2,000,000 CarMax, Inc.1 69,489,756 138,020,000 Hotels, Resorts & Cruise Lines (7.66%) 2,500,000 Hyatt Hotels Corp., Cl A1 129,208 Norwegian Cruise Line Holdings Ltd.1,2 Leisure Facilities (4.73%) 925,800 Vail Resorts, Inc. Movies & Entertainment (4.23%) 5,374,321 Manchester United plc, Cl A1,2 Specialty Stores (5.91%) 2,100,000 Dick’s Sporting Goods, Inc. Total Consumer Discretionary 67,148,542 Application Software (7.60%) 775,000 FactSet Research Systems, Inc. 722,490 Mobileye N.V.1,2 Internet Software & Services (12.74%) 1,100,000 CoStar Group, Inc.1 400,000 Zillow Group, Inc., Cl A (formerly, Zillow, Inc., Cl A)1 148,050,000 4,338,221 6,978,524 71,486,763 155,028,524 27,801,851 95,746,236 91,547,645 85,505,447 58,896,964 119,679,000 498,955,915 751,733,207 IT Consulting & Other Services (2.69%) 649,000 Gartner, Inc.1 Total Information Technology 89,375,354 90,663,050 Investment Banking & Brokerage (5.71%) 3,800,000 The Charles Schwab Corp. 49,157,674 115,672,000 33,071,317 150,920,000 Specialized REITs (4.01%) 2,200,000 Gaming and Leisure Properties, Inc. 71,909,656 81,114,000 243,514,001 438,369,050 Health Care (9.72%) Health Care Equipment (4.01%) 525,000 IDEXX Laboratories, Inc.1 Health Care Technology (3.69%) 2,475,000 Inovalon Holdings, Inc., CI A1 Life Sciences Tools & Services (2.02%) 220,000 Illumina, Inc.1 Total Health Care 45,812,786 71,448,142 81,102,000 74,769,750 11,979,764 40,840,800 129,240,692 196,712,550 21,507,177 28,401,921 Industrials (15.51%) Industrial Machinery (1.40%) 276,687 The Middleby Corp.1 Research & Consulting Services (5.29%) 1,500,000 Verisk Analytics, Inc., Cl A1 Trading Companies & Distributors (8.82%) 2,750,000 Air Lease Corp. 1,800,000 Fastenal Co. Total Industrials 50,806,618 $ 24,708,483 123,380,000 30,366,255 75,515,101 153,746,255 112,737,432 217,613,000 42,142,149 40,120,000 154,879,581 257,733,000 41,264,138 54,418,650 271,658,820 465,897,905 Electric Utilities (7.40%) 4,000,000 ITC Holdings Corp. TOTAL COMMON STOCKS 40,461,269 149,720,000 1,365,915,857 2,316,302,633 1,832,926 6,669,634 196,659 $1,367,945,442 196,659 2,323,168,926 Private Equity Investments (0.33%) Financials (0.33%) Asset Management & Custody Banks (0.33%) 7,579,130 Windy City Investments Holdings, L.L.C.1,3,4 Principal Amount Short Term Investments (0.01%) Property & Casualty Insurance (7.46%) 2,450,000 Arch Capital Group Ltd.1,2 Total Financials $ Value Utilities (7.40%) Financials (21.66%) Asset Management & Custody Banks (4.48%) 3,345,500 The Carlyle Group Cost $196,659 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $196,659; (Fully collateralized by $205,000 U.S. Treasury Note, 1.75% due 3/31/2022; Market value - $205,256) TOTAL INVESTMENTS (114.81%) LIABILITIES LESS CASH AND OTHER ASSETS (-14.81%) NET ASSETS (299,629,613) $2,023,539,313 RETAIL SHARES (Equivalent to $37.68 per share based on 33,825,372 shares outstanding) $1,274,482,774 INSTITUTIONAL SHARES (Equivalent to $38.26 per share based on 19,576,464 shares outstanding) $ 749,056,539 % 1 2 40,826,578 107,100,000 88,234,844 31,516,561 103,785,000 74,583,000 119,751,405 178,368,000 182,085,160 313,869,921 3 4 Represents percentage of net assets. Non-income producing securities. Foreign corporation. At March 31, 2015, the market value of restricted and fair valued securities amounted to $6,669,634 or 0.33% of net assets. This security is not deemed liquid. The Adviser has reclassified/classified certain securities in or out of this subindustry. Such reclassifications/classifications are not supported by S&P or MSCI. 91 Baron Funds Baron Fifth Avenue Growth Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Shares Cost Common Stocks (94.95%) Common Stocks (continued) Consumer Discretionary (22.63%) Industrials (3.24%) Broadcasting (0.86%) 30,882 Liberty Media Corp., Cl C1 Cable & Satellite (0.48%) 3,860 Liberty Broadband Corp., Cl A1 7,720 Liberty Broadband Corp., Cl C1 Casinos & Gaming (3.34%) 30,677 Las Vegas Sands Corp. 23,175 Wynn Resorts Ltd. Internet Retail (12.65%) 29,201 Amazon.com, Inc.1 25,618 Ctrip.com International Ltd., ADR1,2 4,337 The Priceline Group, Inc.1 Restaurants (5.30%) 51,782 Starbucks Corp. 30,502 YUM! Brands, Inc. Total Consumer Discretionary $ 418,090 $ 1,179,692 73,264 139,744 218,013 436,952 213,008 654,965 Oil & Gas Storage & Transportation (1.18%) 41,776 Shell Midstream Partners, L.P. Total Energy Specialized Finance (2.01%) 29,240 CME Group, Inc. Total Financials Life Sciences Tools & Services (5.76%) 42,692 Illumina, Inc.1 Total Health Care 92 1,630,676 2,074,568 3,023,517 4,468,324 4,318,726 4,605,731 Application Software (0.99%) 32,569 Mobileye N.V.1,2 1,088,173 1,368,875 7,658,239 1,230,150 2,941,040 10,865,692 1,501,727 5,048,919 Data Processing & Outsourced Services (7.55%) 65,205 MasterCard, Inc., Cl A 72,920 Visa, Inc., Cl A 3,418,562 1,816,915 5,633,060 4,769,697 11,829,429 17,416,338 5,235,477 10,402,757 3,152,385 1,761,594 4,903,755 2,401,118 4,913,979 7,304,873 21,693,232 31,161,599 5,117,019 2,333,912 1,256,798 2,508,471 693,965 3,872,406 4,879,945 7,511,409 2,784,039 4,017,388 1,715,539 5,447,853 15,782,571 26,356,173 835,362 1,764,614 IT Consulting & Other Services (2.43%) 14,351 Equinix, Inc.3 1,696,794 3,341,630 Semiconductor Equipment (2.14%) 29,187 ASML Holding N.V.2 1,960,743 2,948,763 3,733,353 2,166,568 2,459,713 4,400,318 3,233,919 2,151,040 8,359,634 9,785,277 2,328,143 2,411,020 960,848 1,629,264 3,288,991 4,040,284 2,641,495 4,107,866 Information Technology (44.38%) 58,625 91,363 5,019 7,331 6,866 108,783 Internet Software & Services (19.14%) Alibaba Group Holding Ltd., ADR1,2 Facebook Inc., Cl A1 Google, Inc., Cl A1 Google, Inc., Cl C1 LinkedIn Corp., Cl A1 Twitter, Inc.1 Systems Software (7.11%) 112,110 FireEye, Inc.1 42,692 Red Hat, Inc.1 26,229 VMware, Inc., Cl A1 Technology Hardware, Storage & Peripherals (5.02%) 55,573 Apple, Inc. 1,498,740 2,769,321 Total Information Technology 4,140,235 6,877,187 Materials (2.01%) Health Care (11.88%) Biotechnology (6.12%) 17,020 Alexion Pharmaceuticals, Inc.1 6,985 Biogen, Inc. (formerly, Biogen Idec, Inc.)1 5,616 Regeneron Pharmaceuticals, Inc.1 2,393,756 1,688,462 2,917,269 Financials (4.99%) Diversified Real Estate Activities (2.98%) 76,625 Brookfield Asset Management, Inc., Cl A2 $ 1,392,841 $ 1,573,315 2,745,411 Energy (2.93%) Oil & Gas Exploration & Production (1.75%) 20,799 Concho Resources, Inc.1 Trading Companies & Distributors (1.50%) 50,068 Fastenal Co. Total Industrials Consumer Staples (1.28%) Hypermarkets & Super Centers (1.28%) 11,648 Costco Wholesale Corp. Research & Consulting Services (1.74%) 33,526 Verisk Analytics, Inc., Cl A1 Value 2,740,373 2,103,571 1,686,704 2,949,566 2,949,346 2,535,512 6,530,648 8,434,424 1,663,348 7,925,343 8,193,996 16,359,767 Fertilizers & Agricultural Chemicals (2.01%) 24,552 Monsanto Co. 2,186,665 6,914,948 36,310,057 61,118,423 1,879,080 2,763,082 2,955,677 2,211,531 Telecommunication Services (1.61%) Wireless Telecommunication Services (1.61%) 38,000 SoftBank Corp. (Japan)2 TOTAL COMMON STOCKS 82,320,147 130,764,811 Baron Funds Baron Fifth Avenue Growth Fund — PORTFOLIO HOLDINGS (Continued) March 31, 2015 (Unaudited) Principal Amount Cost Value Short Term Investments (5.41%) $7,454,601 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $7,454,601; (Fully collateralized by $7,595,000 U.S. Treasury Note, 1.75% due 3/31/2022; Market value - $7,604,494) $ 7,454,601 $ TOTAL INVESTMENTS (100.36%) $89,774,748 138,219,412 LIABILITIES LESS CASH AND OTHER ASSETS (-0.36%) 7,454,601 (500,023) NET ASSETS $137,719,389 RETAIL SHARES (Equivalent to $18.25 per share based on 3,856,212 shares outstanding) $ 70,370,178 INSTITUTIONAL SHARES (Equivalent to $18.43 per share based on 3,654,112 shares outstanding) $ 67,349,211 % 1 2 3 ADR Represents percentage of net assets. Non-income producing securities. Foreign corporation. The Adviser has reclassified/classified certain securities in or out of this subindustry. Such reclassifications/classifications are not supported by S&P or MSCI. American Depositary Receipt. 93 Baron Funds Baron Focused Growth Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (95.48%) Common Stocks (continued) Consumer Discretionary (40.16%) Information Technology (continued) Internet Software & Services (11.01%) 225,000 Benefitfocus, Inc.1 70,000 CoStar Group, Inc.1 Automobile Manufacturers (7.70%) $ 19,145,973 $ 15,479,140 82,000 Tesla Motors Inc.1 Automotive Retail (5.15%) 150,000 CarMax, Inc.1 Hotels, Resorts & Cruise Lines (11.85%) 150,000 Choice Hotels International, Inc. 240,000 Hyatt Hotels Corp., Cl A1 Leisure Facilities (7.00%) 136,230 Vail Resorts, Inc. Movies & Entertainment (4.35%) 550,000 Manchester United plc, Cl A1,2 Specialty Stores (4.11%) 145,000 Dick’s Sporting Goods, Inc. Total Consumer Discretionary 4,242,382 10,351,500 Total Information Technology 5,080,139 7,807,007 9,610,500 14,212,800 12,887,146 23,823,300 8,272,836 14,088,906 8,719,506 3,839,505 8,263,550 57,107,348 80,756,896 1,274,171 1,800,056 6,160,000 15,160,573 21,572,000 Building Products (3.62%) 120,000 CaesarStone Sdot-Yam Ltd.1,2 5,406,710 7,285,200 Industrial Machinery (2.38%) 100,000 Colfax Corp.1 2,610,782 4,773,000 Total Industrials 2,481,307 7,715,200 Electric Utilities (3.72%) 200,000 ITC Holdings Corp. Renewable Electricity (1.96%) 25,000 TerraForm Power, Inc., Cl A 83,333 TerraForm Power, Inc., Cl A3 Total Utilities Alternative Carriers (3.94%) 22,300 Iridium Communications Inc., Series B, 6.75% 4,273,076 7,486,000 766,334 2,499,990 912,750 3,029,988 3,266,324 3,942,738 7,539,400 11,428,738 128,695,749 191,982,315 5,814,082 7,928,765 788,918 788,918 $135,298,749 200,699,998 Short Term Investments (0.39%) $788,918 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $788,918; (Fully collateralized by $805,000 U.S. Treasury Note, 1.75% due 3/31/2022; Market value - $806,006) TOTAL INVESTMENTS (99.81%) CASH AND OTHER ASSETS LESS LIABILITIES (0.19%) 376,118 $201,076,116 6,069,000 RETAIL SHARES (Equivalent to $14.69 per share based on 3,174,993 shares outstanding) $ 46,639,226 3,138,161 4,972,200 INSTITUTIONAL SHARES (Equivalent to $14.87 per share based on 10,384,886 shares outstanding) $154,436,890 16,042,687 30,814,600 2,405,727 % 94 3,713,850 NET ASSETS 1 Information Technology (19.61%) Application Software (8.60%) 75,000 FactSet Research Systems, Inc. 101,870 Guidewire Software, Inc.1 2,176,188 Principal Amount Industrials (15.33%) Trading Companies & Distributors (2.47%) 120,000 Fastenal Co. 39,425,231 Telecommunication Services (3.94%) 15,412,000 Research & Consulting Services (3.02%) 85,000 Verisk Analytics, Inc., Cl A1 22,125,850 29,395,382 Preferred Stocks (3.94%) 13,360,517 Railroads (3.84%) 80,000 Genesee & Wyoming, Inc., Cl A1 18,750,409 4,271,000 7,046,000 8,366,000 Total Financials Industrial Gases (1.85%) 35,000 Airgas, Inc. TOTAL COMMON STOCKS 6,556,081 6,804,436 Property & Casualty Insurance (3.06%) 100,000 Arch Capital Group Ltd.1,2 5,980,202 $ 8,277,750 12,770,207 13,848,100 Materials (1.85%) 8,750,500 Financials (10.73%) Asset Management & Custody Banks (7.67%) 260,000 The Carlyle Group 200,000 Financial Engines, Inc. $ Value Utilities (5.68%) Consumer Staples (2.12%) Household Products (2.12%) 50,000 Church & Dwight Co., Inc. Cost 2 5,828,282 4,816,691 11,940,000 5,359,381 10,644,973 17,299,381 3 Represents percentage of net assets. Non-income producing securities. Foreign corporation. At March 31, 2015, the market value of restricted and fair valued securities amounted to $3,029,988 or 1.51% of net assets. This security is deemed liquid. All securities are Level 1, unless otherwise noted. Baron Funds Baron International Growth Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Common Stocks (94.55%) Total Australia Cetip SA - Mercados Organizados GAEC Educação SA GOL Linhas Aéreas Inteligentes SA, ADR1 Kroton Educacional SA Smiles SA TOTVS SA Total Brazil 647,331 $ 1,019,935 655,434 2,128,074 1,667,266 2,783,508 390,623 784,373 343,263 127,530 486,258 974,040 350,789 327,724 171,629 209,569 632,921 1,063,590 Total Canada 3,106,087 2,756,222 1,744,606 1,246,942 1,633,185 3,318,065 780,388 1,345,500 40,000 180,000 7,700 50,000 43,000 125,000 135,000 55,800 25,000 430,400 4,624,733 5,443,953 Total Japan 1,082,325 1,178,909 742,452 1,082,120 1,218,035 1,158,643 621,454 627,457 1,101,101 368,377 1,430,420 557,400 1,162,700 1,424,997 5,722,075 8,034,315 803,359 1,061,193 2,022,143 2,463,957 1,864,552 4,486,100 1,627,034 1,457,555 1,169,002 259,399 1,870,958 1,182,652 958,117 1,918,591 1,877,064 1,166,044 902,806 2,111,535 2,111,048 2,340,906 8,524,717 12,427,994 1,079,640 374,656 949,239 541,961 1,454,296 1,491,200 802,945 261,197 793,336 238,716 872,063 380,330 1,368,694 222,687 1,019,572 304,451 1,115,634 409,568 Total United States 3,348,587 4,440,606 TOTAL COMMON STOCKS 1,064,961 260,297 899,297 1,279,744 384,321 1,305,412 Warrants (0.03%) 2,224,555 2,969,477 China (7.59%) 13,000 1,900,000 475,771 3,401,700 Alibaba Group Holding Ltd., ADR1 China Telecom Corp. Ltd., Cl H Haitong Securities Co., Ltd., Cl H Kingdee International Software Group Co. Ltd.1 30,000 Perfect World Co. Ltd., ADR 35,000 TAL Education Group, ADR1 75,000 Tencent Holdings Ltd. Total China Total France Germany (11.74%) 32,000 60,000 14,000 50,307 42,966 150,100 37,000 Brenntag AG Deutsche Post AG Fresenius Medical Care AG & Co. PATRIZIA Immobilien AG1 ProSiebenSat.1 Media AG RIB Software AG Symrise AG Total Germany Hong Kong (1.41%) 340,700 Luk Fook Holdings International Ltd. 249,800 Wynn Macau Ltd. Total Hong Kong Axis Bank Ltd. DEN Networks Ltd.1 Dish TV India Ltd.1 Hathway Cable and Datacom Ltd.1 Larsen & Toubro Ltd. Zee Entertainment Enterprises Ltd. Total India 54,000 Azimut Holding SpA 2,950,920 2,901,760 4,716,787 5,852,680 1,277,478 1,542,748 984,974 1,498,068 715,566 1,142,215 1,001,454 1,532,855 1,807,893 1,664,590 894,735 1,840,637 1,606,203 1,419,769 1,685,288 1,471,422 1,563,180 1,643,599 2,384,604 1,495,785 1,454,955 1,778,157 13,082,987 16,502,962 1,761,204 1,397,760 1,288,445 1,740,259 1,573,524 488,751 1,067,201 1,709,293 1,082,730 1,192,127 3,129,476 3,984,150 91,755 1,399,262 567,792 418,975 2,010,359 786,596 2,058,809 3,215,930 1,384,254 1,062,838 1,094,425 1,688,526 1,633,319 623,019 1,062,155 463,691 1,403,535 733,732 913,132 1,591,434 1,461,987 722,166 1,028,293 2,128,197 1,959,815 1,073,709 1,359,736 763,340 2,074,348 695,344 371,300 1,516,332 13,654,060 15,154,567 833,457 1,149,524 749,250 1,408,545 1,848,000 843,750 2,732,231 4,100,295 Japan (15.58%) Bridgestone Corp. Daiwa Securities Group, Inc. FANUC Corp. Mitsui Fudosan Co. Ltd. MonotaRO Co. Ltd. Panasonic Corp. Rakuten, Inc. Sanrio Co. Ltd. SoftBank Corp. Sumitomo Mitsui Trust Holdings, Inc. Norway (1.32%) 42,000 Golar LNG Ltd. South Africa (1.64%) 277,622 Steinhoff International Holdings Ltd. Spain (3.76%) 17,000 Aena SA, 144A1 33,000 Grifols SA, ADR 37,105 Inditex SA Switzerland (3.04%) 5,200 Compagnie Financiére Richemont SA 40,067 Julius Baer Group Ltd. 11,600 Syngenta AG, ADR Total Switzerland United Kingdom (14.31%) 203,000 265,738 40,000 185,000 70,200 64,800 115,300 20,600 320,728 75,000 190,200 275,600 Abcam plc AO World plc1 Burberry Group plc Domino’s Pizza Group plc easyJet plc Experian plc Inchcape plc Intertek Group plc JUST EAT plc1 Lancashire Holdings Ltd. Premier Oil plc William Hill plc Total United Kingdom India (4.19%) 152,900 115,700 778,598 388,835 40,600 75,000 Total Israel Total Spain France (4.24%) 7,500 Eurofins Scientific SE 22,400 Ingenico SA 36,000 Check Point Software Technologies Ltd.1 $ 2,051,140 $ 64,000 Mellanox Technologies Ltd.1 2,665,647 Italy (1.46%) Canada (5.14%) 9,600 Constellation Software, Inc. 35,000 Crescent Point Energy Corp. 46,000 Suncor Energy, Inc. Value Israel (5.53%) $ Brazil (2.60%) 35,151 68,722 70,629 65,000 40,000 93,000 Cost Common Stocks (continued) Australia (2.63%) 74,700 Brambles Ltd. 75,169 Domino’s Pizza Enterprises Ltd. Shares United States (3.87%) 33,900 Agilent Technologies, Inc. 30,000 Arch Capital Group Ltd.1 75,000 Nomad Holdings Ltd.1 77,224,451 100,127,516 Indonesia (2.80%) 849,373 Matahari Department Store Tbk PT 1,250,000 Sarana Menara Nusantara Tbk PT1 1,801,400 Tower Bersama Infrastructure Tbk PT Total Indonesia Ireland (1.70%) 27,000 Ryanair Holdings plc, ADR 986,106 United States (0.03%) 75,000 Nomad Holdings Ltd. Warrants Exp 4/10/20171 750 30,750 1,802,790 95 Baron Funds Baron International Growth Fund — PORTFOLIO HOLDINGS (Continued) March 31, 2015 (Unaudited) Principal Amount Cost Value Short Term Investments (5.94%) $6,287,836 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $6,287,836; (Fully collateralized by $6,410,000 U.S. Treasury Note, 1.75% due 3/31/2022 Market value - $6,418,013) $ 6,287,836 $ 6,287,836 TOTAL INVESTMENTS (100.52%) LIABILITIES LESS CASH AND OTHER ASSETS (-0.52%) $83,513,037 106,446,102 (553,389) NET ASSETS $105,892,713 RETAIL SHARES (Equivalent to $18.45 per share based on 2,802,259 shares outstanding) $ 51,693,794 INSTITUTIONAL SHARES (Equivalent to $18.61 per share based on 2,912,311 shares outstanding) $ 54,198,919 % 1 ADR 144A 96 Summary of Investments by Sector as of March 31, 2015 Consumer Discretionary Information Technology Industrials Financials Health Care Telecommunication Services Energy Materials Unclassified Cash and Cash Equivalents* 27.0% 20.2 15.4 13.7 6.7 4.1 3.7 3.0 0.8 5.4 100.0% * Represents percentage of net assets. Non-income producing securities. American Depositary Receipt. Security is exempt from registration under Rule 144A of the Securities Act of 1933. This security may be resold in transactions that are exempt from registration, normally to qualified institutional buyers. This security has been deemed liquid pursuant to policies and procedures approved by the Board of Trustees, unless otherwise noted. At March 31, 2015, the market value of Rule 144A securities amounted to $1,709,293 or 1.61% of net assets. Percentage of Net Assets Includes short term investments. Baron Funds Baron Real Estate Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (97.11%) Common Stocks (continued) Consumer Discretionary (34.20%) Financials (continued) Casinos & Gaming (5.74%) 426,000 Las Vegas Sands Corp. 2,706,550 MGM Resorts International1 228,800 Wynn Resorts Ltd. $ 25,185,331 $ 56,682,241 34,434,745 23,447,040 56,918,747 28,801,344 116,302,317 109,167,131 Home Furnishings (3.00%) 307,307 Mohawk Industries, Inc.1 40,464,123 57,082,275 Home Improvement Retail (4.54%) 471,007 Home Depot, Inc. 442,700 Lowe’s Companies, Inc. 38,028,564 18,595,706 53,511,105 32,932,453 56,624,270 86,443,558 3,773,387 44,499,463 5,291,584 50,563,702 48,272,850 55,855,286 30,130,661 62,190,299 47,904,434 2,598,112 56,250,989 70,990,432 62,139,901 4,404,176 37,846,448 59,354,560 23,357,109 38,868,395 32,239,350 56,860,395 242,895,458 342,239,803 504,559,018 650,788,053 Homebuilding (2.94%) 185,800 D.R. Horton, Inc. 1,285,300 Toll Brothers, Inc.1 1,682,650 2,396,706 1,049,306 54,339 1,098,955 386,100 628,500 Hotels, Resorts & Cruise Lines (17.98%) Diamond Resorts International, Inc.1 Hilton Worldwide Holdings, Inc.1 Hyatt Hotels Corp., Cl A1 Marriott Vacations Worldwide Corp. Norwegian Cruise Line Holdings Ltd.1,2 Starwood Hotels & Resorts Worldwide, Inc. Wyndham Worldwide Corp. Total Consumer Discretionary Financials (37.14%) Diversified Real Estate Activities (1.95%) 693,900 Brookfield Asset Management, Inc., Cl A2 Hotel & Resort REITs (3.31%) 213,150 LaSalle Hotel Properties 2,165,850 Strategic Hotels & Resorts, Inc.1 1,661,407 Sunstone Hotel Investors, Inc. Industrial REITs (1.11%) 482,850 Prologis, Inc. 166,250 951,610 190,600 199,300 Office REITs (5.18%) Boston Properties, Inc. Douglas Emmett, Inc. SL Green Realty Corp. Vornado Realty Trust Real Estate Development (2.35%) 288,800 The Howard Hughes Corp.1 Real Estate Operating Companies (5.73%) 1,582,130 Forest City Enterprises, Inc., Cl A1 17,390,085 Global Logistic Properties Ltd. (Singapore)2 2,149,514 Kennedy Wilson Europe Real Estate plc (United Kingdom)2,3 Real Estate Services (8.28%) 1,769,750 CBRE Group, Inc., Cl A1 327,130 Jones Lang LaSalle, Inc. 1,273,717 Kennedy-Wilson Holdings, Inc. Retail REITs (3.15%) 888,400 General Growth Properties, Inc. 172,200 Simon Property Group, Inc. Specialized REITs (3.38%) 253,650 Alexandria Real Estate Equities, Inc.3 419,735 American Tower Corp. Total Financials Health Care Facilities (10.85%) 3,873,200 Brookdale Senior Living, Inc.1 2,321,863 Capital Senior Living Corp.1,4 Total Health Care Building Products (4.55%) 2,810,116 Builders FirstSource, Inc.1 536,100 CaesarStone Sdot-Yam Ltd.1,2 524,569 Masonite International Corp.1,2 Information Technology (2.95%) 5,761,709 19,009,527 20,483,391 8,283,009 26,921,515 27,695,655 Telecommunication Services (3.88%) 45,254,627 62,900,179 20,291,690 21,032,946 21,661,133 23,582,211 19,212,569 16,739,442 23,354,800 28,367,494 24,469,228 22,321,600 81,195,355 98,513,122 38,503,260 44,769,776 IT Consulting & Other Services (2.95%) 241,019 Equinix, Inc.3 Wireless Telecommunication Services (3.88%) 57,211,650 Sarana Menara Nusantara Tbk PT (Indonesia)1,2 269,800 SBA Communications Corp., Cl A1 34,047,909 Tower Bersama Infrastructure Tbk PT (Indonesia)2 Total Telecommunication Services Electric Utilities (3.54%) 1,157,872 Brookfield Infrastructure Partners L.P.2 391,300 ITC Holdings Corp. TOTAL COMMON STOCKS 36,608,515 35,042,594 101,725,937 108,998,707 68,507,023 55,742,952 33,294,962 95,983,847 157,544,937 18,819,707 19,892,550 6,891,636 22,002,342 20,683,475 8,723,894 45,603,893 51,409,711 24,601,460 27,227,683 26,252,220 33,689,208 51,829,143 59,941,428 18,623,442 37,082,222 24,867,846 39,518,050 55,705,664 64,385,896 566,623,306 706,696,681 104,024,285 50,866,135 146,252,032 60,229,126 154,890,420 206,481,158 18,787,408 16,302,007 31,039,673 18,743,474 32,546,631 35,282,511 66,129,088 86,572,616 47,357,121 56,121,274 15,144,114 21,583,639 17,590,121 31,593,580 17,742,224 24,673,341 54,469,977 73,857,042 47,725,789 11,965,190 52,729,491 14,646,359 59,690,979 67,375,850 1,453,719,909 1,847,892,674 Utilities (3.54%) Total Utilities 33,580,155 44,090,289 $ 30,634,723 21,258,835 Industrials (4.55%) 37,199,979 32,887,006 Value Health Care (10.85%) 30,529,890 40,375,958 $ Residential REITs (2.70%) 513,234 American Campus Communities, Inc. 118,700 AvalonBay Communities, Inc. 246,577 Education Realty Trust, Inc. Total Industrials 32,230,416 Cost 97 Baron Funds Baron Real Estate Fund — PORTFOLIO HOLDINGS (Continued) March 31, 2015 (Unaudited) Principal Amount Cost Value Short Term Investments (3.33%) $63,446,195 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $63,446,195; (Fully collateralized by $64,635,000 U.S. Treasury Note, 1.75% due 3/31/2022; Market value - $64,715,794) $ TOTAL INVESTMENTS (100.44%) 63,446,195 $ $1,517,166,104 LIABILITIES LESS CASH AND OTHER ASSETS (-0.44%) 63,446,195 1,911,338,869 (8,428,672) NET ASSETS $1,902,910,197 RETAIL SHARES (Equivalent to $27.09 per share based on 33,140,919 shares outstanding) $ 897,814,764 INSTITUTIONAL SHARES (Equivalent to $27.33 per share based on 36,769,696 shares outstanding) $1,005,095,433 % 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 An “Affiliated” investment may include any company in which the Fund owns 5% or more of its outstanding shares. 98 Baron Funds Baron Emerging Markets Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Common Stocks (90.72%) Total Brazil 15,979,887 5,487,402 14,320,468 4,668,972 8,591,358 12,152,922 8,919,765 18,172,971 18,732,036 6,487,969 3,868,967 6,438,251 8,094,186 7,734,163 19,009,792 13,733,094 116,984,417 86,833,711 6,427,045 4,562,500 22,119,322 18,068,979 22,467,822 20,810,000 21,154,057 22,798,656 37,000,000 8,750,000 175,300 16,001,000 45,000,000 700,000 19,000,000 3,000,000 15,000,600 7,750,000 675,515 1,300,000 341,500 Alibaba Group Holding Ltd., ADR1 China Mengniu Dairy Co. Ltd. China Mobile Ltd. China Petroleum & Chemical Corp., Cl H China Telecom Corp. Ltd., Cl H China Unicom (Hong Kong) Ltd. Ctrip.com International Ltd., ADR1 Haitong Securities Co., Ltd., Cl H Kingdee International Software Group Co. Ltd.1 Perfect World Co. Ltd., ADR PetroChina Co. Ltd. Shenzhou International Group Holdings Ltd. Sihuan Pharmaceutical Holdings Group Ltd. Sinopharm Group Co. Ltd., Cl H TAL Education Group, ADR1 Tencent Holdings Ltd. WuXi PharmaTech (Cayman), Inc., ADR1 5,066,425 22,992,830 13,832,432 9,918,517 26,345,205 3,979,285 23,719,631 13,318,027 10,276,086 38,967,176 14,212,410 14,372,043 22,864,375 18,922,562 13,006,000 21,003,141 12,464,836 13,582,452 7,125,260 28,153,792 19,128,643 18,822,063 8,571,606 31,589,199 22,440,608 24,699,941 11,966,087 13,243,370 Total China 289,921,041 322,081,797 14,890,081 14,110,195 12,537,648 15,855,869 10,131,318 16,410,408 5,217,161 9,220,718 55,542,002 42,831,396 9,036,921 16,612,631 19,363,119 10,244,650 17,612,734 15,589,921 17,849,884 12,790,694 5,093,897 18,023,628 15,219,579 2,451,645 14,319,858 13,865,745 13,606,246 10,202,626 19,328,291 26,836,786 19,136,243 7,222,773 24,075,095 21,397,583 18,461,999 12,876,121 4,517,807 21,083,015 27,620,661 2,468,551 15,888,944 15,532,927 26,863,136 12,854,961 Total Taiwan, Province of China 211,883,778 276,164,893 20,062,000 SHUAA Capital psc1 Hong Kong (2.80%) 4,500,000 Luk Fook Holdings International Ltd. 16,500,000 Man Wah Holdings Ltd. 3,097,000 Melco International Development Ltd. 4,250,000 Wynn Macau Ltd. Total Hong Kong India (18.04%) 1,452,000 2,998,000 3,300,000 3,752,679 18,384,985 750,000 6,500,000 1,025,000 5,770,000 767,250 860,653 300,000 1,500,000 2,200,000 1,451,000 2,354,000 Total India Amara Raja Batteries Ltd. Axis Bank Ltd. Coal India Ltd. DEN Networks Ltd.1 Dish TV India Ltd.1 Divi’s Laboratories Ltd. Exide Industries Ltd. Glenmark Pharmaceuticals Ltd. Hathway Cable and Datacom Ltd.1 Larsen & Toubro Ltd. Lupin Ltd. Motherson Sumi Systems Ltd. PVR Ltd. Sun TV Network Ltd. Torrent Pharmaceuticals Ltd. Zee Entertainment Enterprises Ltd. 18,092,000 Bank Rakyat Indonesia (Persero) Tbk PT $ 14,503,527 Matahari Department Store Tbk PT 1 27,631,350 Sarana Menara Nusantara Tbk PT 32,000,000 Tower Bersama Infrastructure Tbk PT Total Indonesia 13,773,011 $ 18,369,371 8,841,958 17,821,369 18,368,742 21,852,350 8,495,451 23,189,293 58,805,709 71,905,836 24,627,879 15,615,931 15,399,690 13,158,587 38,932,247 24,484,201 9,002,101 17,552,391 13,646,401 12,145,658 16,676,732 38,965,253 20,918,473 9,069,809 141,220,636 128,974,717 26,190,109 12,772,477 26,647,500 13,150,424 16,848,388 10,868,952 16,385,092 12,459,436 66,679,926 68,642,452 16,956,415 12,940,581 13,459,244 12,228,100 21,106,096 16,604,027 13,506,712 21,093,333 55,584,340 72,310,168 22,006,341 20,275,282 20,394,931 20,078,756 14,734,233 15,215,019 4,232,961 20,090,511 23,830,225 20,192,263 16,077,789 15,291,986 4,084,800 28,521,436 94,746,411 107,998,499 15,166,373 16,438,958 20,457,136 23,631,753 19,497,473 19,628,303 16,588,329 17,708,322 22,925,072 17,833,174 15,915,569 23,370,086 14,888,143 19,415,149 Korea, Republic of (8.43%) 85,000 400,000 275,000 22,000 30,000 240,000 250,000 CJ O Shopping Co., Ltd. Grand Korea Leisure Co., Ltd. i-SENS, Inc.1 LG Household & Health Care Ltd. Samsung Electronics Co., Ltd. Samsung Life Insurance Co. Ltd. WeMade Entertainment Co., Ltd.1 Total Korea, Republic of China (21.04%) 250,000 4,000,000 1,750,000 5,000,000 Value Indonesia (4.70%) 18,775,021 $ 12,650,904 Chile (0.30%) 250,000 Sociedad Química y Minera de Chile SA, ADR Cost Common Stocks (continued) Brazil (5.67%) 1,601,275 Cetip SA - Mercados Organizados $ 1,150,678 GAEC Educação SA 2,669,946 GOL Linhas Aéreas Inteligentes SA, ADR1 1,200,000 Kroton Educacional SA 440,000 Linx SA 300,000 M. Dias Branco SA 754,400 Multiplus SA 1,201,400 Smiles SA 1,200,818 TOTVS SA Shares Mexico (4.48%) 285,000 Fomento Económico Mexicano, S.A.B. de C.V., ADR1 6,500,000 Grupo Lala S.A.B. de C.V. 3,000,000 Infraestructura Energetica Nova S.A.B. de C.V. 5,000,000 Wal-Mart de Mexico S.A.B. de C.V. Total Mexico Philippines (4.72%) 24,505,000 6,000,000 125,000,000 4,172,000 Ayala Land, Inc. BDO Unibank, Inc. Metro Pacific Investments Corp. Universal Robina Corp. Total Philippines Singapore (1.32%) 10,499,918 Global Logistic Properties Ltd. South Africa (7.06%) 752,700 745,138 750,000 450,000 120,000 4,550,000 Aspen Pharmacare Holdings Ltd. Bidvest Group Ltd. Mr Price Group Ltd. Sasol Ltd. Sasol Ltd., ADR Steinhoff International Holdings Ltd. Total South Africa Taiwan, Province of China (10.23%) 1,250,000 Eclat Textile Co. Ltd. 9,501,000 Far EasTone Telecommunications Co., Ltd. 1,550,000 Ginko International Co., Ltd. 2,151,180 HIWIN Technologies Corp. 3,250,000 Makalot Industrial Co. Ltd. 1,100,000 MediaTek Inc. 3,750,000 Novatek Microelectronics Corp. 1,100,000 Taiwan Semiconductor Manufacturing Co. Ltd., ADR 21,971,996 25,828,000 154,649,685 156,614,151 629,574 15,031,542 8,506,867 570,067 14,747,526 7,744,315 24,167,983 23,061,908 6,684,893 3,315,537 Thailand (1.51%) 100,000 Bangkok Bank PCL, Cl F 2,601,000 Bangkok Bank Public Co., Ltd., NVDR 15,000,000 L.P.N. Development PCL, Cl F Total Thailand United Arab Emirates (0.22%) United Kingdom (0.20%) 8,637,363 Lekoil Ltd.1 TOTAL COMMON STOCKS 7,340,352 3,010,976 1,312,644,559 1,388,583,823 99 Baron Funds Baron Emerging Markets Fund — PORTFOLIO HOLDINGS (Continued) March 31, 2015 (Unaudited) Shares Cost Value Preferred Stocks (0.03%) India (0.03%) 30,983,400 Zee Entertainment Enterprises Ltd., 6% due 3/5/2022 $ 367,971 $ 405,974 Principal Amount Convertible Bonds (0.40%) China (0.40%) $50,000,000 Biostime International Holdings Ltd., 0.00% due 2/20/20191 6,590,207 6,070,505 205,541,394 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $205,541,394; (Fully collateralized by $209,395,000 U.S. Treasury Note, 1.75% due 3/31/2022; Market value - $209,656,744) 205,541,394 205,541,394 $1,525,144,131 1,600,601,696 LIABILITIES LESS CASH AND OTHER ASSETS (-4.58%) (70,042,283) NET ASSETS $1,530,559,413 RETAIL SHARES (Equivalent to $11.86 per share based on 63,863,305 shares outstanding) $ 757,469,115 INSTITUTIONAL SHARES (Equivalent to $11.90 per share based on 64,988,456 shares outstanding) $ 773,090,298 % Represents percentage of net assets. Non-income producing securities. American Depositary Receipt. NVDR Non-Voting Depositary Receipt. 1 ADR 100 Percentage of Net Assets 23.8% 14.3 13.4 12.8 8.2 7.5 5.4 4.3 1.1 0.3 8.9 100.0% * Short Term Investments (13.43%) TOTAL INVESTMENTS (104.58%) Summary of Investments by Sector as of March 31, 2015 Consumer Discretionary Financials Information Technology Health Care Consumer Staples Telecommunication Services Industrials Energy Utilities Materials Cash and Cash Equivalents* Includes short term investments. Baron Funds Baron Energy and Resources Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (94.07%) Common Stocks (continued) Energy (77.44%) Industrials (2.21%) Oil & Gas Drilling (1.49%) 17,846 Helmerich & Payne, Inc. 100,200 9,150 73,142 58,296 16,931 20,490 90,457 55,400 18,839 17,100 57,925 95,348 66,200 29,299 14,968 51,736 157,200 1,095,600 84,100 30,749 72,438 179,200 72,900 53,048 12,958 Oil & Gas Equipment & Services (12.21%) C&J Energy Services Ltd.1,2 Core Laboratories N.V.2 Forum Energy Technologies, Inc.1 Halliburton Co. Oil States International, Inc.1 RigNet, Inc.1 Superior Energy Services, Inc. Tesco Corp.2 Oil & Gas Exploration & Production (36.40%) Anadarko Petroleum Corporation Antero Resources Corp.1 Atlas Energy Group LLC1 Bonanza Creek Energy, Inc.1 Cabot Oil & Gas Corp. Concho Resources, Inc.1 EOG Resources, Inc. Gulfport Energy Corp.1 Laredo Petroleum, Inc.1 Lekoil Ltd. (United Kingdom)1,2 Newfield Exploration Co.1 Noble Energy, Inc. Oasis Petroleum, Inc.1 Parsley Energy, Inc., Cl A1 RSP Permian, Inc.1 SM Energy Co. Whiting Petroleum Corp.1 Oil & Gas Refining & Marketing (1.69%) 13,478 Marathon Petroleum Corp. 52,875 29,311 26,300 30,735 3,800 15,240 17,142 127,004 25,600 34,961 40,540 25,763 11,728 17,500 12,376 9,537 54,839 Oil & Gas Storage & Transportation (25.65%) Columbia Pipeline Partners LP1 Dominion Midstream Partners, L.P. Energy Transfer Equity LP Golar LNG Ltd.2 PBF Logistics LP Phillips 66 Partners LP Rose Rock Midstream, L.P. Scorpio Tankers Inc.2 SemGroup Corp., Cl A Shell Midstream Partners, L.P. Tallgrass Energy Partners, LP Targa Resources Corp. Tesoro Logistics LP Valero Energy Partners LP Western Gas Equity Partners LP Western Gas Partners, LP Western Refining Logistics, LP Total Energy Construction & Engineering (0.75%) 35,702 Primoris Services Corp. $ 1,381,757 $ 1,214,777 1,316,650 1,369,946 2,020,408 3,041,850 910,773 777,504 2,352,962 968,310 1,115,226 956,084 1,433,583 2,558,029 673,346 585,809 2,020,809 629,898 12,758,403 9,972,784 Cost $ Industrial Machinery (0.80%) 11,500 Flowserve Corp. Trading Companies & Distributors (0.66%) 45,400 MRC Global, Inc.1 Total Industrials Value 767,414 $ 613,717 809,342 649,635 1,120,221 537,990 2,696,977 1,801,342 2,190,895 2,601,600 1,018,269 1,630,290 1,007,116 1,588,602 2,648,559 2,595,718 1,180,213 1,392,512 2,976,834 2,064,367 6,805,606 6,052,597 1,303,724 1,306,458 1,440,650 1,679,825 Information Technology (3.19%) Semiconductor Equipment (3.19%) 108,400 SunEdison, Inc.1 Materials (7.41%) 1,698,643 803,246 688,547 3,534,997 2,158,528 3,100,774 1,331,462 2,832,442 1,746,912 829,128 2,490,309 1,706,406 2,456,516 3,241,121 1,666,802 3,086,160 685,862 1,560,058 603,972 348,129 2,351,282 1,954,886 3,396,340 1,372,416 2,375,200 2,049,888 381,925 2,951,069 1,503,626 1,030,068 2,863,616 1,836,351 2,741,521 400,402 34,057,855 29,720,749 1,136,125 1,380,012 Commodity Chemicals (3.18%) 18,800 Methanex Corp.2 59,232 Westlake Chemical Partners LP Diversified Metals & Mining (1.70%) 73,600 Globe Specialty Metals, Inc. Specialty Chemicals (2.53%) 140,052 Flotek Industries, Inc.1 Total Materials Utilities (3.82%) Renewable Electricity (3.82%) 42,648 Abengoa Yield plc2 46,010 TerraForm Power, Inc., Cl A Total Utilities TOTAL COMMON STOCKS 2,610,182 3,120,475 80,575,586 76,812,737 Principal Amount Short Term Investments (6.24%) 1,343,642 674,762 1,502,177 1,089,834 87,400 604,969 626,997 1,168,004 1,887,973 871,238 1,020,336 2,301,321 625,785 578,051 525,536 577,625 1,452,136 1,464,109 1,216,699 1,666,368 1,022,861 86,488 1,077,011 814,245 1,196,378 2,082,304 1,363,479 2,050,108 2,467,838 630,966 847,000 742,560 628,011 1,591,976 16,937,786 20,948,401 66,271,926 63,236,723 $5,094,440 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $5,094,440; (Fully collateralized by $5,190,000 U.S. Treasury Note, 1.75% due 3/31/2022; Market value - $5,196,488) TOTAL INVESTMENTS (100.31%) 5,094,440 5,094,440 $85,670,026 81,907,177 LIABILITIES LESS CASH AND OTHER ASSETS (-0.31%) (250,121) NET ASSETS $81,657,056 RETAIL SHARES (Equivalent to $10.50 per share based on 4,245,617 shares outstanding) $44,599,025 INSTITUTIONAL SHARES (Equivalent to $10.59 per share based on 3,498,784 shares outstanding) $37,058,031 % 1 2 Represents percentage of net assets. Non-income producing securities. Foreign corporation. 101 Baron Funds Baron Global Advantage Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Common Stocks (99.74%) Shares United States (48.09%) 18,367 Cetip SA - Mercados Organizados 12,663 Smiles SA Total Brazil $ 196,454 202,747 $ 183,293 200,367 6,784 1,327 1,424 4,151 4,399 3,379 2,886 4,702 636 1,710 3,830 1,596 197 2,867 16,788 3,735 1,501 6,507 8,477 6,143 2,056 Brookfield Asset Management, Inc., Cl A 604 Constellation Software, Inc. Total Canada Total China 207,391 318,984 292,688 143,994 73,573 79,379 119,563 282,433 216,111 89,689 196,762 174,372 709,197 959,367 85,163 95,316 49,160 62,630 84,144 139,808 69,613 66,012 TOTAL INVESTMENTS (99.74%) 359,577 NET ASSETS $ 8,343,888 RETAIL SHARES (Equivalent to $14.56 per share based on 274,733 shares outstanding) $ 4,000,827 INSTITUTIONAL SHARES (Equivalent to $14.64 per share based on 296,595 shares outstanding) $ 4,343,061 292,269 Indonesia (7.10%) PT1 1,116,770 Sarana Menara Nusantara Tbk 343,836 Tower Bersama Infrastructure Tbk PT Total Indonesia 321,392 157,981 343,359 249,166 479,373 592,525 Israel (6.04%) 1,424 Check Point Software Technologies Ltd.1 6,843 Mellanox Technologies Ltd.1 1,825 Mobileye N.V.1 Total Israel 116,725 310,262 76,705 426,742 503,692 203,364 154,574 91,106 134,131 113,321 57,023 167,226 180,386 192,456 157,488 113,571 263,150 113,659 394,764 376,721 508,423 Netherlands (1.61%) 1,316 ASML Holding N.V. Norway (0.68%) 4,853 Seadrill Partners, LLC South Africa (2.16%) 1,170 Naspers Ltd., Class N Spain (1.89%) 4,800 Grifols SA, ADR United Kingdom (6.09%) 6,934 ARM Holdings plc 61,037 JUST EAT plc1 Total United Kingdom 102 CASH AND OTHER ASSETS LESS LIABILITIES (0.26%) % 97,496 271,326 57,920 Japan (1.85%) 2,656 SoftBank Corp. 125,436 41,588 529,870 24,948 161,839 153,880 79,913 386,575 348,528 317,444 187,823 141,805 229,338 111,813 402,912 188,879 143,781 237,571 33,993 164,755 110,222 208,762 Total United States Total India $ 67,930 139,461 India (4.31%) Axis Bank Ltd. ICICI Bank Limited, ADR Just Dial Ltd. MakeMyTrip, Limited1 139,334 41,382 420,699 50,949 117,819 151,109 74,568 126,568 322,674 74,766 172,852 124,433 167,416 65,941 292,762 84,294 147,954 178,527 37,136 164,852 383,660 China (11.50%) Alibaba Group Holding Ltd., ADR1 Baidu, Inc., ADR1 Ctrip.com International Ltd., ADR1 Qunar Cayman Islands Ltd., ADR1 TAL Education Group, ADR1 Acxiom Corp.1 $ Aerie Pharmaceuticals, Inc.1 1 Amazon.com, Inc. Atlas Energy Group LLC1 Benefitfocus, Inc.1 Brookfield Infrastructure Partners L.P. Columbia Pipeline Partners LP1 Facebook Inc., Cl A1 Google, Inc., Cl C1 Illumina, Inc.1 Medidata Solutions, Inc.1 Pacira Pharmaceuticals, Inc.1 The Priceline Group, Inc.1 Shell Midstream Partners, L.P. SunEdison, Inc.1 Tallgrass Energy Partners, LP Targa Resources Corp. TerraForm Power, Inc., Cl A Unilife Corp.1 Westlake Chemical Partners LP 399,201 Canada (3.82%) 9,400 13,495 3,291 3,006 Value Common Stocks (continued) Brazil (4.60%) 3,393 1,037 1,530 4,770 5,249 Cost 1 ADR 2,956,035 4,012,691 $6,614,402 8,322,521 21,367 Represents percentage of net assets. Non-income producing securities. American Depositary Receipt. Summary of Investments by Sector as of March 31, 2015 Information Technology Consumer Discretionary Health Care Telecommunication Services Energy Financials Utilities Materials Cash and Cash Equivalents Percentage of Net Assets 40.1% 20.0 10.5 8.9 7.3 6.2 4.7 2.0 0.3 100.0% Baron Funds Baron Discovery Fund — PORTFOLIO HOLDINGS March 31, 2015 (Unaudited) Shares Cost Value Shares Cost Common Stocks (93.46%) Common Stocks (continued) Consumer Discretionary (14.36%) Health Care (34.17%) Apparel Retail (1.53%) 60,000 Boot Barn Holdings, Inc.1 Apparel, Accessories & Luxury Goods (0.52%) 20,000 Tumi Holdings, Inc.1 $ 1,083,124 $ 1,435,200 413,266 489,200 Casinos & Gaming (2.03%) 53,000 Pinnacle Entertainment, Inc.1 1,164,999 1,912,770 Homefurnishing Retail (1.70%) 23,000 Mattress Firm Holding Corp.1 1,401,053 1,601,720 Leisure Facilities (1.19%) 58,000 ClubCorp Holdings, Inc. 1,054,741 1,122,880 1,821,452 455,699 1,574,514 552,003 1,915,050 463,450 2,135,000 765,670 4,403,668 5,279,170 544,153 476,250 1,113,020 1,190,970 11,178,024 13,508,160 85,000 23,000 35,000 23,000 Restaurants (5.61%) Chuy’s Holdings, Inc.1 Del Frisco’s Restaurant Group, Inc.1 Fiesta Restaurant Group, Inc.1 Zoe’s Kitchen, Inc.1 Specialty Stores (0.51%) 25,000 The Container Store Group, Inc.1 Textiles (1.27%) 33,000 Unifi, Inc.1 Total Consumer Discretionary Biotechnology (6.56%) 24,500 Esperion Therapeutics, Inc.1 81,100 Foundation Medicine, Inc.1 Total Consumer Staples 300,000 1,071,158 336,000 951,150 1,371,158 1,287,150 Energy (1.66%) Oil & Gas Exploration & Production (0.48%) 75,000 Atlas Energy Group LLC1 Oil & Gas Storage & Transportation (1.18%) 23,000 Valero Energy Partners LP Total Energy 682,756 450,750 1,171,705 1,113,200 1,854,461 1,563,950 Financials (8.50%) Diversified REITs (0.83%) 18,000 American Assets Trust, Inc. 609,617 2,539,008 2,734,600 Industrial REITs (2.52%) 150,000 Rexford Industrial Realty, Inc. 2,376,373 2,371,500 Multi-Sector Holdings (2.25%) 150,000 Fidelity National Financial, Inc. - FNFV Group1 Total Financials 2,115,000 7,753,348 8,000,140 2,268,700 3,901,721 1,246,158 751,430 2,098,544 935,424 1,997,588 3,033,968 Health Care Facilities (1.14%) 35,000 AAC Holdings, Inc.1 525,000 1,070,300 Health Care Services (4.67%) 372,500 BioScrip, Inc.1 66,000 ExamWorks Group, Inc.1 2,694,676 2,285,792 1,650,175 2,746,920 4,980,468 4,397,095 746,330 1,243,823 2,507,708 844,698 556,278 1,544,795 3,389,100 976,090 5,342,559 6,466,263 594,847 1,067,259 462,022 1,801,066 1,662,106 2,263,088 1,270,234 1,686,825 1,009,757 1,219,390 1,144,701 650,509 1,222,414 1,404,032 2,286,885 1,338,081 621,900 1,418,725 133,400 80,500 97,500 243,414 Health Care Supplies (6.87%) Cerus Corp.1 Sientra, Inc.1 The Spectranetics Corporation1 Unilife Corp.1 Life Sciences Tools & Services (2.41%) 12,500 Genfit (France)1,2 55,028 INC Research Holdings, Inc., Cl A1 Managed Health Care (1.79%) 67,500 HealthEquity, Inc.1 44,800 88,536 15,060 30,000 234,500 Pharmaceuticals (7.51%) Aerie Pharmaceuticals, Inc.1 Intersect ENT, Inc.1 Pacira Pharmaceuticals, Inc.1 Revance Therapeutics, Inc.1 TherapeuticsMD, Inc.1 Total Health Care 5,246,771 7,069,623 23,330,150 32,157,583 2,399,264 1,688,348 2,930,020 1,278,275 4,087,612 4,208,295 2,204,573 452,773 2,428,400 463,505 2,657,346 2,891,905 1,279,981 1,291,620 8,024,939 8,391,820 Industrials (8.92%) Aerospace & Defense (4.47%) 86,000 DigitalGlobe, Inc.1 155,319 The KEYW Holding Corp.1 Building Products (3.08%) 40,000 CaesarStone Sdot-Yam Ltd.1,2 8,500 Trex Company, Inc.1 Industrial Machinery (1.37%) 51,500 NN, Inc. 2,228,350 $ 6,170,421 779,040 Hotel & Resort REITs (2.90%) 220,000 Strategic Hotels & Resorts, Inc.1 464,977 1,840,447 2,305,424 Health Care Equipment (3.22%) 65,600 Inogen, Inc.1 57,600 Novadaq Technologies, Inc.1,2 Consumer Staples (1.37%) Packaged Foods & Meats (1.37%) 600,000 Barfresh Food Group, Inc.1,3 85,000 Inventure Foods, Inc.1 $ Value Total Industrials 103 Baron Funds Baron Discovery Fund — PORTFOLIO HOLDINGS (Continued) March 31, 2015 (Unaudited) Shares Cost Value Shares Common Stocks (continued) Warrants (0.07%) Information Technology (20.55%) Consumer Staples (0.07%) Electronic Equipment & Instruments (1.56%) 22,660 Coherent, Inc.1 Electronic Manufacturing Services (1.45%) 88,000 Mercury Systems, Inc.1 304,300 35,500 70,000 33,000 425,000 Internet Software & Services (10.14%) Amber Road, Inc.1 Benefitfocus, Inc.1 Coupons.com, Inc.1 Envestnet, Inc.1 JUST EAT plc (United Kingdom)1,2 $ 1,400,255 1,486,080 $ Value 0 $ 66,000 Principal Amount Short Term Investments (7.17%) 3,171,872 1,098,113 1,003,227 1,465,000 2,003,559 2,814,775 1,306,045 821,800 1,850,640 2,748,740 8,741,771 9,542,000 $6,742,659 Repurchase Agreement with Fixed Income Clearing Corp., dated 3/31/2015, 0.00% due 4/1/2015; Proceeds at maturity - $6,742,659; (Fully collateralized by $6,870,000 U.S. Treasury Note, 1.75% due 3/31/2022; Market value - $6,878,588) 6,742,659 6,742,659 $81,163,940 94,758,427 Semiconductors (1.29%) 32,500 MA-COM Technology Solutions Holdings, Inc.1 1,106,051 1,210,950 Systems Software (6.11%) 52,100 Barracuda Networks, Inc.1 40,400 Qualys, Inc.1 72,700 Varonis Systems, Inc.1 LIABILITIES LESS CASH AND OTHER ASSETS (-0.70%) 1,372,006 953,913 1,643,264 2,004,287 1,877,792 1,865,482 NET ASSETS $94,103,348 3,969,183 5,747,561 RETAIL SHARES (Equivalent to $14.13 per share based on 1,672,781 shares outstanding) $23,630,837 16,703,340 19,340,905 INSTITUTIONAL SHARES (Equivalent to $14.18 per share based on 4,971,072 shares outstanding) $70,472,511 Total Information Technology TOTAL INVESTMENTS (100.70%) Materials (3.93%) Commodity Chemicals (2.36%) 83,000 Westlake Chemical Partners LP Specialty Chemicals (1.57%) 100,000 Flotek Industries, Inc.1 Total Materials TOTAL COMMON STOCKS 104 Packaged Foods & Meats (0.07%) 300,000 Barfresh Food Group, Inc. Warrants Exp 2/23/20203 $ 1,471,994 1,368,400 Cost 2,313,255 2,226,060 % 1 1,892,606 1,474,000 4,205,861 3,700,060 74,421,281 87,949,768 2 3 (655,079) Represents percentage of net assets. Non-income producing securities. Foreign corporation. At March 31, 2015, the market value of restricted and fair valued securities amounted to $402,000 or 0.43% of net assets. These securities are not deemed liquid. Notes 105 Notes 106 Notes 107 Notes 108 Notes 109 Notes 110 Go Paperless ! It’s fast, simple and a smart way to help the environment. Enjoy the speed and convenience of receiving Fund documents electronically. For more information and to enroll today go to www.baronfunds.com/edelivery 767 Fifth Avenue, 49th Fl. New York, NY 10153 1.800.99.BARON 212-583-2000 www.BaronFunds.com March 31
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